EX-99.1 4 a2210109zex-99_1.htm EX-99.1

  53rd at Third
885 Third Avenue
New York, New York    10022-4834
Tel: +1.212.906.1200    Fax: +1.212.751.4864
www.lw.com


GRAPHIC

       

  FIRM / AFFILIATE OFFICES

  Abu Dhabi   Moscow

  Barcelona   Munich

  Beijing   New Jersey

May 3, 2012

  Boston   New York

  Brussels   Orange County

  Chicago   Paris

  Doha   Riyadh

  Dubai   Rome

  Frankfurt   San Diego

  Hamburg   San Francisco

CONFIDENTIAL

  Hong Kong   Shanghai

  Houston   Silicon Valley

  London   Singapore

VIA COURIER

  Los Angeles   Tokyo

  Madrid   Washington, D.C.

  Milan    

Paul Dudek, Esq.
Chief, Office of International Corporate Finance
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
  Confidential Submission
Pursuant to
Section 106(a) of the
Jumpstart Our Business Startups Act/
Section 6(e) of the Securities Act of 1933, as
amended
      Re:
      Manchester United Ltd.
      Confidential Submission of Draft Registration Statement on Form F-1

Dear Mr. Dudek:

        On behalf of Manchester United Ltd., an exempted company with limited liability formed under the laws of the Cayman Islands (the "Company"), we hereby confidentially submit a draft Registration Statement on Form F-1 (the "Registration Statement") of the Company pursuant to the Jumpstart Our Business Startups Act (the "JOBS Act") and Section 6(e) of the Securities Act of 1933, as amended (the "Securities Act") for non-public review by the Staff of the Division of Corporation Finance (the "Staff") of the Securities Exchange Commission (the "Commission") prior to the public filing of the Registration Statement. A copy of the Registration Statement is enclosed with this letter. For your convenience, we have also enclosed a text searchable PDF file on a CD-Rom.

        The draft Registration Statement is being submitted pursuant to the Securities Act to register the issuance of the Company's Class A ordinary shares, par value $0.01 per share, in anticipation of the Company's proposed initial public offering (the "Offering"). It is currently intended that the Offering will be completed by August 2012.


Draft Registration Statement Confidentially Submitted Confidential Submission Pursuant to Title I, Section 106(a) of the Jumpstart Our Business Startups Act/Section 6(e) of the Securities Act of 1933, as amended
U.S. Securities and Exchange Commission
May 3, 2012

GRAPHIC

        Pursuant to the definition contained in Section 101(a) of the JOBS Act and Section 2(a)(19) of the Securities Act, the Company is an "emerging growth company" that has total annual gross revenues of less than $1,000,000,000 during its most recently completed fiscal year ended June 30, 2011. Therefore, the Company is permitted to make this confidential submission of the draft Registration Statement for review by the Staff, provided that the draft Registration Statement and all amendments thereto shall be publicly filed with the Commission not later than 21 days before the date on which the Company conducts a road show, as such term is defined in Rule 433(h)(4) under the Securities Act. As this is a confidential submission, the draft Registration Statement has not been signed.

        Please direct all notices and communications with respect to the confidential submission to:

      Ed Woodward, Executive Vice Chairman
      Manchester United Ltd.
      Old Trafford
      Manchester M16 0RA
      United Kingdom
      Telephone: +44 (0) 161 868 8000
      Facsimile: +44 (0) 207 484 1218

        with a copy to:

      Marc D. Jaffe, Esq.
      Ian D. Schuman, Esq.
      Alexander F. Cohen, Esq.
      Latham & Watkins LLP
      885 Third Avenue
      New York, NY 10022
      Telephone: (212) 906-1200
      Facsimile: (212) 751-4864

        The Company has engaged PricewaterhouseCoopers LLP as its independent registered public accounting firm. Please be advised that the audit report included in the confidential submission is an opinion applicable to a company that is not an "issuer" within the meaning of Section 2(a)(7) of the Sarbanes-Oxley Act of 2002, which we consider the Company to be because the confidential draft submission does not amount to a filed registration statement (see Question 5 of the Division of Corporation Finance's Frequently Asked Questions on Confidential Submission Process for Emerging Growth Companies, dated April 10, 2012). The audit report is modeled after Interpretation 18 and refers to both International Standards on Auditing and PCAOB audit standards. The Company expects to include a PCAOB audit report no later than when it becomes an issuer (i.e., upon the actual filing of the Registration Statement). We wish to also advise you that we will be clearing certain independence matters under SEC requirements with the Office of the Chief Accountant.


Draft Registration Statement Confidentially Submitted Confidential Submission Pursuant to Title I, Section 106(a) of the Jumpstart Our Business Startups Act/Section 6(e) of the Securities Act of 1933, as amended
U.S. Securities and Exchange Commission
May 3, 2012

GRAPHIC

        Kindly acknowledge your receipt of this confidential submission by date-stamping the enclosed confirmation copy of this letter and returning it to our messenger, who has been instructed to wait.

        If you have any questions regarding the draft Registration Statement, please contact Marc D. Jaffe at (212) 906-1281 or marc.jaffe@lw.com, Ian D. Schuman at (212) 906-1894 or ian.schuman@lw.com or Alex Cohen at (202) 637-2284 or alexander.cohen@lw.com.

    Respectfully submitted,

 

 

/s/ MARC D. JAFFE

Marc D. Jaffe
of LATHAM & WATKINS LLP

Enclosures

cc:
Ed Woodward, Executive Vice Chairman, Manchester United Ltd.
Ian D. Schuman, Esq., Latham & Watkins LLP
Alexander F. Cohen, Esq., Latham & Watkins LLP
Mitchell S. Nusbaum, Esq., Woods Oviatt Gilman LLP
John B. Meade, Esq., Davis Polk & Wardwell LLP
Nick Boden, PricewaterhouseCoopers LLP (United Kingdom)

As confidentially submitted with the Securities and Exchange Commission on May 3, 2012

Registration No. 333-               

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM F-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



MANCHESTER UNITED LTD.
(Exact name of Registrant as specified in its charter)

Cayman Islands   7941   N/A
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

 

 

Old Trafford
Manchester M16 0RA
United Kingdom
+44 (0) 161 868 8000

 

 
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)



Corporation Service Company
1180 Avenue of the Americas, Suite 210
New York, NY 10036
(800) 927-9801
(Name, address, including zip code, and telephone number, including
area code, of agent for service)



Copies to:

Marc D. Jaffe
Ian D. Schuman
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
(212) 906-1281
  Mitchell S. Nusbaum
Christopher R. Rodi
Woods Oviatt Gilman LLP
2 State Street
700 Crossroads Building
Rochester, NY 14614
(585) 987-2800
  Michael P. Kaplan
John B. Meade
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o



CALCULATION OF REGISTRATION FEE

Title Of Each Class
Of Securities To Be Registered

  Proposed Maximum
Aggregate Offering
Price(1)(2)

   
  Amount Of
Registration Fee


 

Class A ordinary shares, par value $0.01 per share

       

 

(1)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

(2)
Includes shares that the underwriters have the option to purchase to cover over-allotments, if any.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

   


The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 3, 2012

PRELIMINARY PROSPECTUS

                         Shares

GRAPHIC

Manchester United Ltd.

Class A Ordinary Shares

This is the initial public offering of Manchester United Ltd. We are selling                        Class A ordinary shares and the selling shareholder named in this prospectus is selling                        Class A ordinary shares. We will not receive any proceeds from the sale of the Class A ordinary shares by the selling shareholder.

We expect the public offering price to be between $               and $               per share. Currently, no public market exists for the shares. We intend to apply to list our Class A ordinary shares on the                        under the symbol "               ."

Following this offering, we will have two classes of ordinary shares outstanding: Class A ordinary shares and Class B ordinary shares. The rights of the holders of our Class A ordinary shares and our Class B ordinary shares are identical, except with respect to voting and conversion. Each Class A ordinary share is entitled to one vote per share and is not convertible into any other shares of our capital stock. Each Class B ordinary share is entitled to 10 votes per share and is convertible into one Class A ordinary share at any time. Our Class B ordinary shares also will automatically convert into shares of our Class A ordinary shares upon certain transfers. Please read "Description of Share Capital — Ordinary Shares — Conversion."

We are an "emerging growth company" under the US federal securities laws and will be subject to reduced public company reporting requirements. Investing in our Class A ordinary shares involves a high degree of risk. Please read "Risk Factors" beginning on page 11 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


 
  PER SHARE   TOTAL  

Public offering price

  $     $    

Underwriting discounts and commissions

  $     $    

Proceeds to Manchester United Ltd. before expenses

  $     $    

Proceeds to the selling shareholder before expenses

  $     $    

Delivery of the Class A ordinary shares is expected to be made on or about                        , 2012. We have granted the underwriters an option for a period of 30 days to purchase an additional                        Class A ordinary shares solely to cover over-allotments. If the underwriters exercise the option in full, the total underwriting discounts and commission payable by us will be $               , and the total proceeds to us, before expenses, will be $               .

Jefferies

   

Prospectus dated                        , 2012



Table of Contents

 
  Page

About This Prospectus

  1

Prospectus Summary

  1

The Offering

  6

Risk Factors

  11

Special Note Regarding Forward-Looking Statements

  32

Exchange Rate Information

  34

Use of Proceeds

  35

Dividend Policy

  36

Capitalization

  37

Dilution

  38

Selected Consolidated Financial and Other Data

  39

Management's Discussion and Analysis of Financial Condition and Results of Operations

  43

Business

  68

Management

  90

Certain Relationships and Related Party Transactions

  100

Principal and Selling Shareholder

  101

Description of Share Capital

  103

Material US Federal Income Tax Considerations

  112

Material Cayman Islands Tax Considerations

  116

Ordinary Shares Eligible for Future Sale

  117

Underwriting

  119

Expenses Related to the Offering

  124

Validity of Class A Ordinary Shares

  124

Experts

  124

Enforceability of Civil Liabilities

  124

Where You Can Find More Information

  125

Index to Consolidated Financial Statements

  F-1


ABOUT THIS PROSPECTUS

We have historically conducted our business through Red Football Shareholder Limited and its subsidiaries, but prior to the completion of this offering we will engage in the Reorganization Transactions described in "Prospectus Summary — The Reorganization Transactions" pursuant to which Red Football Shareholder Limited will become a wholly-owned subsidiary of Manchester United Ltd., an exempted newly formed holding company with limited liability formed under the laws of the Cayman Islands. Except where the context otherwise requires or where otherwise indicated, the terms "Manchester United," the "Company," "we," "us," "our," "our company" and "our business" refer, prior to the Reorganization Transactions discussed below, to Red Football Shareholder Limited and, after the Reorganization Transactions, to Manchester United Ltd., in each case together with its consolidated subsidiaries as a consolidated entity. Except as otherwise indicated, the term "Manchester United Limited (UK)" refers to our wholly-owned United Kingdom subsidiary, Manchester United Limited.

The terms "dollar," "USD" or "$" refer to US dollars, the terms "pound sterling," "pence," "p" or "£" refer to the legal currency of the United Kingdom and the terms "€" or "euro" are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the treaty establishing the European Community, as amended.

We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, Class A ordinary shares only in jurisdictions where such offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A ordinary shares.

PRESENTATION OF FINANCIAL INFORMATION

We report under International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (the "IASB"). None of the financial statements were prepared in accordance with generally accepted accounting principles in the United States. We have historically conducted our business through Red Football Shareholder Limited and its subsidiaries, and therefore our historical financial statements present the results of operations of Red Football Shareholder Limited. Prior to the completion of this offering, we will engage in the Reorganization Transactions described in "Prospectus Summary — The Reorganization Transactions" pursuant to which Red Football Shareholder Limited will become a wholly-owned subsidiary of Manchester United Ltd., a newly formed holding company. Following these Reorganization Transactions and this offering, our financial statements will present the results of operations of Manchester United Ltd. and its consolidated subsidiaries.

MARKET AND INDUSTRY DATA

This prospectus contains industry, market, and competitive position data that are based on industry publications and studies conducted by third parties as well as our own internal estimates and research. The industry publications and third-party studies generally state that the information that they contain has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these publications and third-party studies is reliable, we have not independently verified the market and industry data obtained from these third-party sources. While we believe our internal research is reliable and the definition of our market and industry are appropriate, neither such research nor these definitions have been verified by any independent source.

i


References to our "659 million followers" are based on a survey conducted by Kantar Media (a division of WPP plc) and paid for by us. This survey identified Manchester United as a supported team of 659 million followers and was based on 54,000 respondents from 39 countries around the world.

TRADEMARKS

We have proprietary rights to trademarks used in this prospectus which are important to our business, many of which are registered under applicable intellectual property laws. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the "®" or "™" symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies' trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Each trademark, trade name or service mark of any other company appearing in this prospectus is the property of its respective holder.

ii


PROSPECTUS SUMMARY

This prospectus summary highlights certain information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read the entire prospectus carefully, including the information under "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes thereto included in this prospectus, before investing. This prospectus includes forward-looking statements that involve risks and uncertainties. See "Special Note Regarding Forward-Looking Statements."

Except where the context otherwise requires or where otherwise indicated, the terms "Manchester United," the "Company," "we," "us," "our," "our company" and "our business" refer, prior to the Reorganization Transactions discussed below, to Red Football Shareholder Limited and, after the Reorganization Transactions, to Manchester United Ltd., in each case together with its consolidated subsidiaries as a consolidated entity. After the Reorganization Transactions, which will occur prior to the completion of this offering, Red Football Shareholder Limited will become a wholly-owned subsidiary of Manchester United Ltd.

Our Company — Manchester United

We are one of the most popular and successful sports teams in the world, playing the most popular sport on Earth. Through our 134-year heritage we have won 60 trophies, enabling us to develop one of the world's leading brands and a global community of 659 million followers. Our large, passionate community provides Manchester United with a worldwide platform to generate significant revenue from multiple sources, including sponsorship, merchandising, product licensing, new media & mobile, broadcasting and matchday. We attract leading companies such as Nike, Aon and DHL that want access and exposure to our community of followers and association with our brand.

Our global community of 659 million followers actively engage with us in a variety of ways:

    During the 2010/11 season, our games generated a cumulative audience reach of over 4 billion viewers across 211 countries. On a per game basis, our 60 games attracted an average live cumulative audience reach of 49 million per game.

    Over 5 million items of Manchester United branded licensed products were sold in the last year, including over 2 million Manchester United jerseys. Manchester United branded products are sold through over 200 licensees in over 130 countries.

    Our products are sold through more than 10,000 doors worldwide.

    Our brand and content has enabled us to partner with mobile telecom providers in 44 countries and television providers in 54 countries.

    Our website, www.manutd.com, is published in 7 languages and over the last 12 months attracted an average of more than 60 million page views per month.

    We have one of the most popular brand pages on Facebook with more than 24 million connections. In comparison, the New York Yankees have approximately 5.5 million Facebook connections and the Dallas Cowboys have approximately 4.7 million Facebook connections.

    Premier League games at our home stadium, Old Trafford, have been sold out since the 1997/98 season. Last season, our 29 home games were attended by over 2 million people.

    We undertake exhibition games and promotional tours on a global basis, enabling our followers to see our team play. Over the last 3 years, we have played 15 exhibition games in the United States, Canada, Ireland, Mexico, Malaysia, South Korea and China.

 

1


 

Our Business Model and Revenue Drivers

We operate and manage our business as a single reporting segment — the operation of a professional sports team. We review our revenue through three principal sectors — Commercial, Broadcasting and Matchday.

    Commercial:  Within the Commercial revenue sector, we have three revenue streams which monetize our global brand: sponsorship revenue; retail, merchandising, apparel & product licensing revenue; and new media & mobile revenue. We believe these will be our fastest growing and most profitable revenue streams over the next few years.

    Sponsorship:  We monetize the value of our global brand and community of followers through marketing and sponsorship relationships with leading international and regional companies across all geographies. Our sponsorship revenue was £54.9 million for the year ended June 30, 2011.

    Retail, Merchandising, Apparel & Product Licensing:  We market and sell competitive sports apparel, training and leisure wear and other clothing featuring the Manchester United brand on a global basis. In addition, we also sell other licensed products, from coffee mugs to bed spreads, featuring the Manchester United brand and trademarks. These products are distributed through Manchester United branded retail centers and e-commerce platforms, as well as our partners' wholesale distribution channels. Our retail, merchandising, apparel & product licensing business is currently managed by Nike, who pays us a minimum guaranteed amount and a share of the business' cumulative profits. Our retail, merchandising, apparel & product licensing revenue was £31.3 million for the year ended June 30, 2011.

    New Media & Mobile:  Due to the power of our brand and the quality of our content, we have formed mobile telecom partnerships in 44 countries which enable our partners to attract and retain subscribers and drive their revenue. In addition, we market content directly to our followers through our website, www.manutd.com, and associated mobile properties. Our new media & mobile revenue was £17.2 million for the year ended June 30, 2011.

Our Commercial revenue was £103.4 million for the year ended June 30, 2011, and grew at a compound annual growth rate of 25.2% from fiscal year 2009 through fiscal year 2011.

Our other two revenue sectors, Broadcasting and Matchday, provide consistent and growing cash flow and global media visibility that enables us to continue to invest in the success of the team and expand our brand.

    Broadcasting:  We benefit from the distribution and broadcasting of live football content directly from the revenue we receive and indirectly through increased global exposure for our commercial partners. Broadcasting revenue is derived from the global television rights relating to the Premier League, Champions League and other competitions. In addition, our global television channel, MUTV, delivers Manchester United programming to 54 countries around the world. Our Broadcasting revenue was £117.2 million for the year ended June 30, 2011, and grew at a compound annual growth rate of 9.4% from fiscal year 2009 through fiscal year 2011.

    Matchday:  Old Trafford is considered one of the world's iconic sports venues. It currently seats 75,766 and we have averaged over 99% of attendance capacity for our Premier League matches in each of the last 15 years. Our Matchday revenue was £110.8 million for the year ended June 30, 2011.

Our Competitive Strengths

We believe our key competitive strengths are:

    One of the most iconic sports teams in the world:  Founded in 1878, Manchester United is one of the most successful sports teams in the world — playing the world's most popular sport. We have won 60 trophies over our storied history. Our on-going success is supported by our highly developed football infrastructure and global scouting network.

 

2


 

    A globally recognized brand with a large, worldwide following:  Our rich tradition and success has enabled us to become one of the world's most recognizable brands. We enjoy the global support of our community of 659 million followers. The composition of our follower base is far-reaching and diverse, transcending cultures, geographies, languages and socio-demographic groups, and the strength of our brand goes beyond the world of sports.

    Proven ability to monetize our brand:  The popularity and quality of our globally recognized brand make us an attractive marketing partner for companies around the world. We have built a diversified portfolio of sponsorships with leading brands such as Nike, Aon, DHL, Epson, Turkish Airlines and Singha. Our community of followers is strong in emerging markets, particularly in certain regions of Asia, which enables us to deliver media exposure and growth to our partners in these markets.

    Sought-after content capitalizing on the proliferation of digital and social media:  We produce content that is followed year-round by our global community of followers. Our content distribution channels are international and diverse, and we actively adopt new media channels to enhance the accessibility and reach of our content. We believe our ability to generate proprietary content, which we distribute on our own global platforms as well as via popular third party social media platforms such as Facebook, constitutes an on-going growth opportunity.

    Well established global media and marketing infrastructure driving Commercial revenue growth: We have a large global team dedicated to the development and monetization of our brand and to the sourcing of new revenue opportunities. The team has considerable experience and expertise in sponsorship sales, customer relationship management, marketing execution, advertising support and brand development. This experience and infrastructure enables us to deliver an effective set of marketing capabilities to our partners on a global basis. Our team is dedicated to the development and monetization of our brand and to the sourcing of new revenue opportunities.

    Seasoned management team and committed ownership:  Our senior management has considerable experience and expertise in the football, commercial, media and finance industries. In addition, we benefit from the depth and breadth of experience and commitment of our principal shareholder, the Glazer family, who has a proven track record of creating and developing value in sports brands, including the NFL's Tampa Bay Buccaneers.

Our Strategy

We aim to increase our revenue and profitability by expanding our high growth, high margin businesses that leverage our brand, global community and marketing infrastructure. The key elements of our strategy are:

    Expand our portfolio of global and regional sponsors:  We are well positioned to continue to secure sponsorships with leading brands. Over the last few years, we have implemented a proactive approach to identifying, securing and supporting sponsors. This has resulted in a 21.5% compound annual growth rate in our sponsorship revenue from fiscal year 2009 through fiscal year 2011. In addition to developing our global sponsorship portfolio, we are focused on expanding a regional sponsorship model, segmenting new opportunities by product category and territory. As part of this strategy, we have opened an office in Asia and are in the process of opening an office in North America. These are in addition to our London and Manchester offices.

    Further develop our retail, merchandising, apparel & product licensing business:  We will focus on growing this business on a global basis by increasing our product range and improving distribution through further development of our wholesale, retail and e-commerce channels. Manchester United branded retail locations have opened in Singapore, Macau, India and Thailand, and we plan to expand our global retail footprint over the next several years. In addition, we will also invest to expand our portfolio of product licensees to enhance the range of product offerings available to our followers.

    Exploit new media & mobile opportunities:  The rapid shift of media consumption towards internet, mobile and social media platforms presents us with multiple growth opportunities and new revenue streams. Our digital media platforms, such as mobile sites, applications and social media, are

 

3


 

    expected to become one of the primary methods by which we engage and transact with our followers around the world.

    In addition to developing our own digital properties, we intend to leverage third party media platforms and other social media as a means of further engaging with our followers and creating a source of traffic for our digital media assets. Our new media & mobile offerings are in the early stages of development and present opportunities for future growth.

    Enhance the reach and distribution of our broadcasting rights:  The value of live sports programming has grown dramatically in recent years due to changes in how television content is distributed and consumed. Specifically, television consumption has become more fragmented and audiences for traditional scheduled television programming have declined as consumer choice increased with the emergence of multi-channel television, the development of technologies such as the digital video recorder and the emergence of digital viewing on the internet and mobile devices. The unpredictable outcomes of live sports ensures that individuals consume sports programming in real time and in full, resulting in higher audiences and increased interest from television broadcasters and advertisers. We are well positioned to benefit from the increased value and the growth in distribution associated with the Premier League, the Champions League and other competitions. Furthermore, MUTV, our global broadcasting platform, delivers Manchester United programming to 54 countries around the world. We plan to expand the distribution of MUTV by improving the quality of its content and its production capabilities.

    Diversify revenue and improve margins:  We aim to increase the revenue and operating margins of our business as we further expand high growth, high margin commercial businesses, including sponsorship, retail, merchandising, licensing and new media & mobile. These revenue streams have significant operational leverage as they require lower direct fixed costs. By increasing the emphasis on our Commercial businesses, we aim to further diversify our revenue, enabling us to generate improved profitability.

Our Market Opportunity

We are one of the world's most recognizable global brands with a community of 659 million followers. The global sports industry is expected to grow from $119 billion in 2011 to $145 billion by 2015. Manchester United is at the forefront of live football, which is a key component of this market.

The markets driving our business include, as of 2011:

    the $456 billion global advertising market, forecast to grow to $578 billion by 2015, representing a compound annual growth rate of 6.1%;

    the $218 billion global television subscription and licensing fees market, forecast to grow to $285 billion by 2015, representing a compound annual growth rate of 7.0%; and

    the $449 billion global wholesale apparel market, forecast to grow to $518 billion by 2015, representing a compound annual growth rate of 3.7%.

In addition, the explosion of growth in mobile technology and social media has driven a surge in demand for content, from news to video, which has resulted in a ten-fold increase in our revenue from new media & mobile over the five years ending June 30, 2011. These markets are, however, still in their infancy, and our global reach and access to emerging markets positions us for continued growth.

Risks Affecting Us

We are subject to numerous risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flow and prospects. Please read the section entitled "Risk Factors" beginning on page 13 for a discussion of some of the factors you should carefully consider before deciding to invest in our Class A ordinary shares.

 

4


 

Corporate Information

We were incorporated in the Cayman Islands on April 30, 2012, as an exempted company with limited liability under the Companies Law (2011 Revision) of the Cayman Islands, as amended and restated from time to time. Exempted companies are Cayman Islands companies whose operations are conducted mainly outside the Cayman Islands. Pursuant to a group reorganization as described in the section entitled "— The Reorganization Transactions", which will be completed immediately prior to the consummation of this offering, we became the holding company of the subsidiaries comprising the Company.

Our principal executive office is located at Old Trafford, Manchester M16 0RA, United Kingdom and our telephone number is +44 (0) 161 868 8000. Our website is www.manutd.com. The information on our website is not incorporated by reference into this prospectus, and you should not consider information contained on our website to be a part of this prospectus or in deciding whether to purchase our Class A ordinary shares.

Implications of Being an Emerging Growth Company

As a company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" as defined in the Jumpstart our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

    a requirement to have only two years of audited financial statements and only two years of related Management's Discussion and Analysis of Financial Condition and Results of Operations disclosure; and

    an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002.

We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.0 billion in annual revenue, have more than $700 million in market value of our ordinary shares held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced burdens. We have not taken advantage of any of these reduced reporting burdens in this prospectus, although we may choose to do so in future filings and if we do, the information that we provide shareholders may be different than you might get from other public companies in which you hold equity.

The JOBS Act permits an "emerging growth company" like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We are choosing to "opt out" of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted. This decision to opt out of the extended transition period is irrevocable.

 

5


The Offering

Issuer   Manchester United Ltd.

The offering

 

                    Class A ordinary shares offered by us

 

 

                    Class A ordinary shares offered by the selling shareholder

Class A ordinary shares to be outstanding after this offering

 

                             shares

Class B ordinary shares to be outstanding after this offering

 

                             shares

Over-allotment option

 

We have granted the underwriters a 30-day option to purchase up to                    Class A ordinary shares to cover over-allotments.

Voting rights

 

Following this offering, we will have two classes of ordinary shares outstanding: Class A ordinary shares and Class B ordinary shares. The rights of the holders of our Class A ordinary shares and our Class B ordinary shares are identical, except with respect to voting and conversion. Each Class A ordinary share is entitled to one vote per share and is not convertible into any other shares of our capital stock. Each Class B ordinary share is entitled to 10 votes per share and is convertible into one Class A ordinary share at any time. Our Class B ordinary shares also will automatically convert into shares of our Class A ordinary shares upon certain transfers and other events. Please read "Description of Share Capital — Ordinary Shares — Conversion."

Use of proceeds

 

We estimate that our net proceeds from the sale of Class A ordinary shares in this offering will be approximately $                million, assuming an initial offering price of $                per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses.

 

 

We intend to use the proceeds from this offering for working capital and general corporate purposes, which may include repayment of indebtedness, investing in our broadcasting, sponsorship, and retail, merchandising, apparel & product licensing businesses, player acquisitions, and capital expenditures to improve our football infrastructure, particularly at Old Trafford and our training facilities at Carrington.

 

 

We will not receive any proceeds from the sale of any Class A ordinary shares by the selling shareholder. See "Use of Proceeds."

Dividend policy

 

We do not currently intend to pay cash dividends on our Class A ordinary shares in the foreseeable future. However, if we do pay a cash dividend on our Class A ordinary shares in the future, we will pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law. Our board of directors has complete discretion regarding the declaration and payment of dividends, and our principal shareholder will be able to influence our dividend policy. See "Dividend Policy."

 

6


 

Proposed symbol for trading on the    

Risk factors

 

Investing in our Class A ordinary shares involves risks. See "Risk Factors" beginning on page 13 of this prospectus for a discussion of factors you should carefully consider before deciding to invest in our Class A ordinary shares.

Unless otherwise indicated, all information in this prospectus relating to the number of shares of our Class A ordinary shares to be outstanding immediately after this offering:

    excludes                             Class A ordinary shares issuable upon the exercise of options and                             Class A ordinary shares subject to restricted share units that we expect to grant in connection with this offering under our 2012 Equity Incentive Award Plan, which we plan to adopt in connection with this offering; and

    excludes                             Class A ordinary shares that will be reserved for future issuance under our 2012 Equity Incentive Award Plan, excluding the option grant and restricted share unit issuance described above.

Unless otherwise indicated, all information in this prospectus assumes (i) the completion of our Reorganization Transactions in preparation of this offering, (ii) no exercise by the underwriters of their option to purchase up to                             additional shares and (iii) an initial public offering price of $               per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

The Reorganization Transactions

We have historically conducted our business through Red Football Shareholder Limited, a private limited company incorporated in England and Wales, and its subsidiaries. Currently, Red Football Shareholder Limited is a direct, wholly-owned subsidiary of Red Football LLC, a Delaware limited liability company. On April 30, 2012, Red Football LLC formed a wholly-owned subsidiary, Manchester United Ltd., an exempted company with limited liability incorporated under the Companies Law (2011 Revision) of the Cayman Islands, as amended and restated from time to time.

Prior to the completion of this offering, Red Football LLC will cause all of the equity interest of Red Football Shareholder Limited to be contributed to Manchester United Ltd. As a result of these reorganization transactions, which will occur prior to the completion of this offering, Red Football Shareholder Limited will become a direct, wholly-owned subsidiary of Manchester United Ltd. and our business will be conducted through Manchester United Ltd. and its subsidiaries. In this prospectus, we refer to all of these events as the "Reorganization Transactions."

A description of the material terms of Manchester United Ltd.'s amended and restated memorandum and articles of association, Class A ordinary shares and Class B ordinary shares as will be in effect following the Reorganization Transactions and the completion of this offering are described in the section entitled "Description of Share Capital."

 

7


SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following summary consolidated financial data should be read in conjunction with, and is qualified in its entirety by reference to, the section of this prospectus entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this prospectus.

We have historically conducted our business through Red Football Shareholder Limited and its subsidiaries, and therefore our historical financial statements present the results of operations of Red Football Shareholder Limited. Prior to the completion of this offering, we will engage in the Reorganization Transactions pursuant to which Red Football Shareholder Limited will become a wholly-owned subsidiary of Manchester United Ltd., a newly formed holding company with nominal assets and liabilities, which will not have conducted any operations prior to the completion of this offering. Following these Reorganization Transactions and this offering, our financial statements will present the results of operations of Manchester United Ltd., and its consolidated subsidiaries.

We prepare our consolidated financial statements in accordance with IFRS as issued by IASB. The summary consolidated financial and other data presented as of and for the years ended June 30, 2009, 2010 and 2011 has been derived from our audited consolidated financial statements and the notes thereto included elsewhere in this prospectus. Our historical results for any prior period are not necessarily indicative of results expected in any future period.

The summary consolidated financial and other data presented for the six months ended December 31, 2010 and 2011, and as of December 31, 2011, has been derived from our unaudited interim condensed consolidated financial statements and the notes thereto included elsewhere in this prospectus. In the opinion of management, the unaudited interim condensed consolidated financial data presented in this prospectus have been prepared on the same basis as our audited consolidated financial statements and reflect all adjustments, consisting only of normal recurring adjustments, which we consider necessary for a fair presentation of our financial position and results of operations for such periods. The summary consolidated financial and other data for the six months ended December 31, 2010 and 2011, and as of December 31, 2011, are not necessarily indicative of the financial and other data to be expected as of and for the year ended June 30, 2012 or any future period.


 
  Year ended June 30,
(audited)
  Six months ended
December 31,
(unaudited)
 
 
  2009   2010   2011   2010   2011  
 
  (in £ thousands, except share and per share data)
 

Income Statement Data:

                               

Revenue

    278,476     286,416     331,441     156,490     175,060  
                       

Analyzed as:

                               

Commercial revenue

    65,977     77,322     103,369     52,898     62,206  

Broadcasting revenue

    98,013     103,276     117,249     52,620     59,571  

Matchday revenue

    114,486     105,818     110,823     50,972     53,283  
                       

Operating expenses — before exceptional items

    (232,034 )   (232,716 )   (267,986 )   (121,556 )   (136,547 )
                       

Analyzed as:

                               

Employee benefit expenses

    (123,120 )   (131,689 )   (152,915 )   (66,732 )   (76,520 )

Other operating expenses

    (62,311 )   (52,306 )   (68,837 )   (31,351 )   (34,331 )

Depreciation

    (8,962 )   (8,634 )   (6,989 )   (3,467 )   (3,560 )

Amortization of players' registrations

    (37,641 )   (40,087 )   (39,245 )   (20,006 )   (20,020 )

Operating expenses — exceptional items

    (3,097 )   (2,775 )   (4,667 )       (2,026 )
                       

Total operating expenses

    (235,131 )   (235,491 )   (272,653 )   (121,556 )   (136,457 )

 

8


 

 
  Year ended June 30,
(audited)
  Six months ended
December 31,
(unaudited)
 
 
  2009   2010   2011   2010   2011  
 
  (in £ thousands, except share and per share data)
 

Profit on disposal of players' registrations

    80,185     13,385     4,466     2,240     5,830  
                       

Operating profit

    123,530     64,310     63,254     37,174     44,433  
                       

Finance costs

    (118,743 )   (110,298 )   (52,960 )   (33,803 )   (32,062 )

Finance income

    1,317     1,715     1,710     1,023     478  
                       

Net finance costs

    (117,426 )   (108,583 )   (51,250 )   (32,780 )   (31,584 )
                       

Profit/(loss) on ordinary activities before taxation

    6,104     (44,273 )   12,004     4,394     12,849  

Tax (expense)/credit

    (844 )   (3,211 )   986     3,399     24,252  
                       

Profit/(loss) for the period from continuing operations

    5,260     (47,484 )   12,990     7,793     37,101  
                       

Attributable to:

                               

Owners of the Company

    5,343     (47,757 )   12,649     7,664     36,949  

Non-controlling interest

    (83 )   273     341     129     152  

Basic and diluted earnings/(loss) per share (Pounds Sterling)

    5.40     (48.24 )   12.78     7.74     37.32  

Weighted average number of shares

    990     990     990     990     990  

Other Data:

                               

Commercial revenue

    65,977     77,322     103,369     52,898     62,206  

Analyzed as:

                               

Sponsorship revenue

    37,228     40,938     54,925     29,960     34,953  

Retail, merchandising, apparel & products licensing revenue

    23,250     26,471     31,268     14,494     16,795  

New media & mobile revenue

    5,499     9,913     17,176     8,444     10,458  

EBITDA(1)

    170,133     113,031     109,488     60,707     68,013  

Adjusted EBITDA(1)

    93,045     102,421     109,689     58,467     64,209  

Net cash generated from/(used in) investing activities

    40,178     (35,119 )   (18,569 )   (16,747 )   (63,321 )



 
  As of June 30,
(audited)
  As of December 31,
(unaudited)
 
 
  2009   2010   2011   2011  
 
  (in £ thousands)
 

Balance Sheet Data (at period end):

                         

Cash and cash equivalents

    150,530     163,833     150,645     50,900  

Total assets

    993,644     989,670     1,017,188     904,222  

Total liabilities

    987,106     1,030,611     796,765     646,062  

Total equity

    6,538     (40,941 )   220,423     258,160  

(1)
We define EBITDA as profit/(loss) for the period from continuing operations before net finance costs, tax (expense)/credit, depreciation, and amortization of players' registrations, and we define Adjusted EBITDA as EBITDA adjusted for the items set forth in the table below. EBITDA and Adjusted EBITDA are non-IFRS measures and not uniformly or legally defined financial measures. Such measures are not a substitute for IFRS measures in assessing our overall financial performance. Because EBITDA and Adjusted EBITDA are not measurements determined in accordance with IFRS, and are susceptible to varying calculations, EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures presented by other companies. Adjusted EBITDA is included in this prospectus because it is a measure of our operating performance and we believe that Adjusted EBITDA is useful to investors because it is

 

9


 

    frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies in industries similar to ours. We also believe Adjusted EBITDA is useful to our management and investors as a measure of comparative operating performance from period to period and among companies as it is reflective of changes in pricing decisions, cost controls and other factors that affect operating performance, and it removes the effect of our capital structure (primarily interest expense), asset base (primarily depreciation and amortization) and items outside the control of our management (primarily income taxes and interest income and expense). Our management also uses Adjusted EBITDA for planning purposes, including the preparation of our annual operating budget and financial projections. EBITDA and Adjusted EBITDA have limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for an analysis of our results as reported under IFRS as issued by IASB.

    The following is a reconciliation of EBITDA and Adjusted EBITDA to profit for the year from continuing operations for the periods presented:


 
  Year ended June 30,
(audited)
  Six months ended
December 31,
(unaudited)
 
 
  2009   2010   2011   2010   2011  
 
  (in £ thousands)
 

Profit/(loss) for the period from continuing operations

    5,260     (47,484 )   12,990     7,793     37,101  

Adjustments

                               

Net finance costs

    117,426     108,583     51,250     32,780     31,584  

Tax expense/(credit)

    844     3,211     (986 )   (3,399 )   (24,252 )

Depreciation

    8,962     8,634     6,989     3,467     3,560  

Amortization of players' registrations

    37,641     40,087     39,245     20,006     20,020  
                       

EBITDA

    170,133     113,031     109,488     60,707     68,013  

Adjustments

                               

Profit on disposal of players' registrations

    (80,185 )   (13,385 )   (4,466 )   (2,240 )   (5,830 )

Operating expenses — exceptional items

    3,097     2,775     4,667         2,026  
                       

Adjusted EBITDA

    93,045     102,421     109,689     58,467     64,209  

 

10


RISK FACTORS

An investment in our Class A ordinary shares involves a high degree of risk. You should carefully read and consider the following risks before deciding to invest in our Class A ordinary shares. If any of the following risks actually occurs, our business, results of operations, financial condition and cash flow could be materially impaired. The trading price of our Class A ordinary shares could decline due to any of these risks, and you could lose all or part of your investment. When determining whether to buy our Class A ordinary shares in this offering, you should also read carefully the other information in this prospectus, including our financial statements and related notes thereto.

Risks Related to Our Business

If we are unable to maintain and enhance our brand and reputation, particularly in new markets, or if events occur that damage our brand and reputation, our ability to expand our follower base, sponsors, and commercial partners or to sell significant quantities of our products may be impaired.

The success of our business depends on the value and strength of our brand and reputation. Our brand and reputation are also integral to the implementation of our strategies for expanding our follower base, sponsors and commercial partners. To be successful in the future, particularly outside of Europe, we believe we must preserve, grow and leverage the value of our brand across all of our revenue streams. For instance, we have in the past experienced, and we expect that in the future we will continue to receive, a high degree of media coverage. Unfavorable publicity regarding our first team's performance in league and cup competitions or their behavior off the field, our ability to attract and retain certain players and coaching staff or actions by or changes in our ownership, could negatively affect our brand and reputation. Failure to respond effectively to negative publicity could also further erode our brand and reputation. In addition, events in the football industry as whole, even if unrelated to us, may negatively affect our brand or reputation. As a result, the size, engagement, and loyalty of our follower base and the demand for our products may decline. Damage to our brand or reputation or loss of our followers' commitment for any of these reasons could impair our ability to expand our follower base, sponsors and commercial partners or our ability to sell significant quantities of our products, which would result in decreased revenue across our five revenue streams, and have a material adverse effect our business, results of operations, financial condition and cash flow, as well as require additional resources to rebuild our brand and reputation.

In addition, maintaining and enhancing our brand and reputation may require us to make substantial investments. We cannot assure you that such investments will be successful. Failure to successfully maintain and enhance the Manchester United brand or our reputation or excessive or unsuccessful expenses in connection with this effort could have a material adverse effect on our business, results of operations, financial condition and cash flow.

Our business is dependent upon our ability to attract and retain key personnel, including players.

We are highly dependent on members of our management, coaching staff and our players. Competition for talented players and staff is, and will continue to be, intense. Our ability to attract and retain the highest quality players for our first team, reserve team and youth academy as well as coaching staff is critical to our first team's success in league and cup competitions and increasing popularity and, consequently, critical to our business, results of operations, financial condition and cash flow. Any successor to our current manager may not be as successful as our current manager. A downturn in the performance of our first team could adversely affect our ability to attract and retain coaches and players. In addition, our popularity in certain countries or regions may depend, at least in part, on fielding certain players from those countries or regions. While we enter into employment contracts with each of our key personnel with the aim of securing their services for the term of the contract, the retention of their services for the full term of the contract cannot be guaranteed due to possible contract disputes or approaches by other clubs. Our failure to attract and

11


retain key personnel could have a negative impact on our ability to effectively manage and grow our business.

We are dependent upon the performance and popularity of our first team.

Our revenue streams are driven by the performance and popularity of our first team. Significant sources of our revenue are the result of historically strong performances in English domestic and European competitions, specifically the Football Association Premier League sponsored by Barclays (the "Premier League"), the Football Association Cup in association with Budweiser (the "FA Cup"), the Football League Cup (the "League Cup"), the Union of European Football Associations Champions League (the "Champions League") and the Union of European Football Associations Europa League (the "Europa League"). Our income varies significantly depending on our first team's participation and performance in these competitions. Our first team's performance affects all five of our revenue streams:

    sponsorship revenue through sponsorship relationships;

    retail, merchandising, apparel & product licensing revenue through product sales;

    new media & mobile revenue through telecom partnerships and our website;

    broadcasting revenue through the frequency of appearances and performance based share of league broadcasting revenue and Champions League prize money; and

    matchday revenue through ticket sales.

Our first team currently plays in the Premier League, the top football league in England. Our performance in the Premier League directly affects, and a weak performance in the Premier League could adversely affect, our business, results of operations, financial condition and cash flow. For example, our revenue from the sale of products, media rights, tickets and hospitality would fall considerably if our first team were relegated from (or otherwise ceased to play in) the Premier League, the Champions League or the Europa League.

We cannot ensure that our first team will be successful in the Premier League or in the other leagues and tournaments in which it plays. Relegation from the Premier League or a general decline in the success of our first team, particularly in consecutive seasons, would negatively affect our ability to attract or retain talented players and coaching staff, as well as supporters, sponsors and other commercial partners, which would have a material adverse effect on our business, results of operations, financial condition and cash flow.

If we fail to properly manage our anticipated growth, our business could suffer.

The planned growth of our commercial operations may place a significant strain on our management and on our operational and financial resources and systems. To manage growth effectively, we will need to maintain a system of management controls, and attract and retain qualified personnel, as well as, develop, train and manage management-level and other employees. Failure to manage our growth effectively could cause us to over-invest or under-invest in infrastructure, and result in losses or weaknesses in our infrastructure, which could have a material adverse effect our business, results of operations, financial condition and cash flow. Any failure by us to manage our growth effectively could have a negative effect on our ability to achieve our development and commercialization goals and strategies.

If we are unable to maintain, train and build an effective international sales and marketing infrastructure, we will not be able to commercialize and grow our brand successfully.

As we grow, we may not be able to secure sales personnel or organizations that are adequate in number or expertise to successfully market and sell our brand and products on a global scale. If we are unable to expand our sales and marketing capability, train our sales force effectively or provide any other capabilities necessary to commercialize our brand internationally, we will need to contract with third parties to market and sell our brand. If we are unable to establish and maintain compliant and adequate sales and marketing

12


capabilities, we may not be able to increase our revenue, may generate increased expenses, and may not continue to be profitable.

It may not be possible to renew or replace key commercial agreements on similar or better terms, or attract new sponsors.

Our commercial revenue for each of the years ended June 30, 2009, 2010 and 2011 represented 23.7%, 27.0% and 31.2% of our total revenue, respectively. The substantial majority of our commercial revenue is generated from commercial agreements with our sponsors, and these agreements have finite terms. When these contracts do expire, we may not be able to renew or replace them with contracts on similar or better terms or at all. Our most important commercial contracts include contracts with global, regional, mobile, media and supplier sponsors representing industries including financial services, automotive, beverage, airline, timepiece, betting and telecommunications, which typically have contract terms of two to five years.

If we fail to renew or replace these key commercial agreements on similar or better terms, we could experience a material reduction in our commercial and sponsorship revenue. Such a reduction could have a material adverse effect on our overall revenue and our ability to continue to compete with the top football clubs in England and Europe.

As part of our business plan, we intend to continue to grow our sponsorship portfolio by developing and expanding our geographic and product categorized approach, which will include partnering with additional global sponsors, regional sponsors, and mobile and media operators. We may not be able to successfully execute our business plan in promoting our brand to attract new sponsors. We are subject to certain contractual restrictions under our sponsorship agreement with Nike that may affect our ability to expand on our categories of sponsors. We cannot assure you that we will be successful in implementing our business plan or that our commercial and sponsorship revenue will continue to grow at the same rate as it has in the past or at all. Any of these events could negatively affect our ability to achieve our development and commercialization goals, which could have a material adverse effect on our business, results of operations, financial condition and cash flow.

Negotiation and pricing of key media contracts are outside our control and those contracts may change in the future.

For each of the years ended June 30, 2009, 2010 and 2011, 32.7%, 39.4% and 39.8% of our broadcasting revenue, respectively, was generated from the media rights for Champions League matches, and 53.1%, 51.3% and 51.4% of our broadcasting revenue, respectively, was generated from the media rights for Premier League matches. Contracts for these media rights and certain other revenue for those competitions (both domestically and internationally) are negotiated collectively by the Premier League and the Union of European Football Associations ("UEFA"). We are not a party to the contracts negotiated by the Premier League and UEFA. Further, we do not participate in and therefore do not have any direct influence on the outcome of contract negotiations. As a result, we may be subject to media rights contracts with media distributors with whom we may not otherwise contract or media rights contracts that are not as favorable to us as we might otherwise be able to negotiate individually with media distributors. Furthermore, the limited number of media distributors bidding for Premier League and Champions League media rights may result in reduced prices paid for those rights and, as a result, a decline in revenue received from our media contracts.

In addition, although an agreement has been reached for the sale of Premier League broadcasting rights through the end of the 2012/13 football season and for the sale of Champions League broadcasting rights through the end of the 2014/15 football season, future agreements may not maintain our current level of broadcasting revenue. Or, if international broadcasting revenue becomes an increasingly large portion of total revenue for the Premier League, a single club's domestic success and corresponding revenue may be outweighed by international media rights, which are distributed among all domestic clubs in even

13


proportion. As a result, success of our first team in the Premier League could become less of an overall competitive advantage.

Future intervention by the European Commission, the European Court of Justice (the "ECJ") or other competent authorities and courts having jurisdiction may also have a negative effect on our revenue from media rights. For example, on October 4, 2011, the ECJ ruled on referrals it had received from English courts involving the cases of the Premier League & others vs. QC Leisure & Others / Karen Murphy vs. Media Protection Services. The ruling held that any agreement designed to guarantee country-by-country exclusivity within the European Union (the "EU") (i.e. by stopping any cross-border provision of broadcasting services) is deemed to be anti-competitive and prohibited by EU competition law. The ECJ also addressed copyright matters and determined that (i) there is no copyright in an actual football match itself but there is copyright in other elements such as the broadcast of the match or the copyright holder's logo and music; (ii) a copyright is not infringed where a member of the public in the EU buys a decoder and card from within the EU and watches a match in his own home; and (iii) a copyright may be infringed where commercial premises broadcast a match to the public. This decision has created uncertainty as to the commercial viability of copyright holders continuing to adopt the same country-by-country sales model within the EU as they have adopted previously. A change of sales model could negatively affect the amount which copyright holders, such as the Premier League, are able to derive from the exploitation of rights within the EU. As a result, our broadcasting revenue from the sale of those rights could decrease. Any significant reduction in our broadcasting revenue could materially adversely affect our business, results of operations, financial condition and cash flow.

European competitions cannot be relied upon as a source of income.

Qualification for the Champions League is dependent upon our first team's performance in the Premier League and, in some circumstances, the Champions League itself in the previous season. Qualification for the Champions League cannot, therefore, be guaranteed. Failure to qualify for the Champions League would result in a material reduction in revenue for each season in which our first team did not participate.

In addition, our participation in the Champions League or Europa League may be influenced by factors beyond our control. For example, the number of places in each league available to the clubs of each national football association in Europe can vary from year to year based on a ranking system. If the performance of English clubs in Europe declines, the number of places in each European competition available to English clubs may decline and it may be more difficult for our first team to qualify for each league in future seasons. Further, the rules governing qualification for European competitions (whether at the European or national level) may change and make it more difficult for our first team to qualify for each league in future seasons.

Moreover, because of the prestige associated with participating in the European competitions, particularly the Champions League, failure to qualify for any European competition, particularly for consecutive seasons, would negatively affect our ability to attract and retain talented players and coaching staff, as well as supporters, sponsors and other commercial partners. Any one or more of these events could have a material adverse effect on our business, results of operation, financial condition and cash flow.

Our business depends in part on relationships with certain third parties.

We consider the development of both our commercial and digital media assets to be central to our ongoing business plan and drivers of future growth. However, we do not currently have retail, merchandising and apparel operations in-house. For example, our contract with Nike provides them with certain rights to operate our global merchandising, product licensing and retail operations. While we have a significant degree of control over MUTV, we rely on MUTV for certain production capabilities with respect to video content for our digital media assets. While we have been able to execute our business plan to date with the support of Nike and MUTV, we remain subject to these contractual provisions and our business plan could

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be negatively impacted by non-compliance or poor execution of our strategy by these partners. Further, any interruption in our ability to obtain the services of these or other third parties or deterioration in their performance could negatively impact these portions of our operations. Furthermore, if our arrangements with any of these third parties are terminated or modified against our interest, we may not be able to find alternative solutions for these portions of our business on a timely basis or on terms favorable to us or at all.

In the future, we may enter into additional licensing arrangements permitting third parties to use our brand and trademarks. Although we take steps to carefully select our licensing partners, such arrangements may not be successful. Our licensing partners may fail to fulfill their obligations under their license agreements or have interests that differ from or conflict with our own. For example, we are dependent on our sponsors and commercial partners to effectively implement quality controls over products using our brand or trademarks. The inability of such sponsors and commercial partners to meet our quality standards could negatively affect consumer confidence in the quality and value of our brand, which could result in lower product sales. Any one or more of these events could have a material adverse effect on our business, results of operation, financial condition and cash flow.

We are exposed to credit related losses in the event of non-performance by counterparties to Premier League and UEFA media contracts as well as our key commercial and transfer contracts.

We derive the substantial majority of our broadcasting revenue from media contracts negotiated by the Premier League and Champions League with media distributors, and although the Premier League obtains guarantees to support certain of its media contracts, typically in the form of letters of credit issued by commercial banks, it remains our single largest credit exposure. We derive our commercial and sponsor revenue from certain corporate sponsors, including global, regional, mobile, media and supplier sponsors in respect of which we may manage our credit risk by seeking advance payments, installments and/or bank guarantees where appropriate. The substantial majority of this revenue is derived from a limited number of sources. During the year ended June 30, 2011, those sources that represented greater than 10 percent of our total revenue were:

    Premier League (broadcasting revenue): 18.3% of our total revenue; and

    UEFA (broadcasting revenue): 14.2% of our total revenue.

We are also exposed to other football clubs globally for the payment of transfer fees on players. Depending on the transaction, some of these fees are paid to us in installments. We try to manage our credit risk with respect to those clubs by requiring payments in advance or, in the case of payments on installment, requiring bank guarantees on such payments in certain circumstances. However, we cannot ensure these efforts will eliminate our credit exposure to other clubs. A change in credit quality at one of the media broadcasters for the Premier League or UEFA, one of our sponsors, or a club to whom we have sold a player can increase the risk that such counterparty is unable or unwilling to pay amounts owed to us. The failure of a major television broadcaster for the Premier League or Champions League to pay outstanding amounts owed to its respective league, or the failure of one of our key sponsors or a club to pay outstanding amounts owed to us could have a material adverse effect on our business, results of operations, financial condition and cash flow.

Matchday revenue from our supporters is a significant portion of overall revenue.

A significant amount of our revenue derives from ticket sales and other matchday revenue for our first team matches at Old Trafford and our share of gate receipts from cup matches. In particular, the revenue generated from ticket sales and other matchday revenue at Old Trafford will be highly dependent on the continued attendance at matches of our individual and corporate supporters as well as the number of home matches we play each season. During each of the 2008/09, 2009/10 and 2010/11 seasons, we played 30, 28 and 29 home matches, respectively, and our matchday revenue were £114.5 million, £105.8 million

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and £110.8 million for the years ended June 30, 2009, 2010 and 2011, respectively. Match attendance is influenced by a number of factors, some of which are partly or wholly outside of our control. These factors include the success of our first team, broadcasting coverage and general economic conditions in the United Kingdom, which affect personal disposable income and corporate marketing and hospitality budgets. A reduction in matchday attendance could have a material adverse effect on our matchday revenue and our overall business, results of operations, financial condition and cash flow.

The markets in which we operate are highly competitive, both within Europe and internationally, and increased competition could cause our profitability to decline.

We face competition from other football clubs in England and Europe. In the Premier League, recent investment from wealthy team owners has led to teams with deep financial backing that are able to acquire top players and coaching staff, which could result in improved performance from those teams in domestic and European competitions. As the Premier League continues to grow in popularity, the interest of wealthy potential owners may increase, leading to additional clubs substantially improving their financial position. Competition from European clubs also remains strong. Despite the adoption of the UEFA financial fair play initiative, a set of financial monitoring rules on clubs participating in the Champions League and Europa League, European and Premier League football clubs are spending substantial sums on transfer fees and player salaries. Competition from inside and outside the Premier League has led to higher salaries for our players as well as increased competition on the field. The increase in competition could result in our first team finishing lower in the Premier League than we have in the past and jeopardizing our qualification for or results in the Champions League. Competition within England could also cause our first team to fail to advance in the FA Cup and League Cup.

In addition, from a commercial perspective, we actively compete across many different industries and within many different markets. We believe our primary sources of competition, both in Europe and internationally, include, but are not limited to:

    other businesses seeking corporate sponsorships and commercial partners such as sports teams, other entertainment events and television and digital media outlets;

    providers of sports apparel and equipment seeking retail, merchandising, apparel & product licensing opportunities;

    digital content providers seeking consumer attention and leisure time, advertiser income and consumer e-commerce activity;

    other types of television programming seeking access to broadcasters and advertiser income; and

    alternative forms of corporate hospitality and live entertainment for the sale of matchday tickets such as other live sports events, concerts, festivals, theater and similar events.

All of the above forms of competition could have a material adverse effect on any of our five revenue streams and our overall business, results of operations, financial condition and cash flow.

We are subject to special rules and regulations regarding insolvency and bankruptcy.

We are subject to, among other things, special insolvency or bankruptcy related rules of the Premier League and the Football Association (the "FA"). Those rules empower the Premier League board to direct certain payments otherwise due to us to the FA and its members, associate members and affiliates, certain other English football leagues and certain other entities if it is reasonably satisfied that we have failed to pay certain creditors including other football clubs, the Premier League and the Football League.

If we experience financial difficulty, we could also face sanctions under the Premier League rules, including suspension from the Premier League, the Champions League, the FA Cup and certain other competitions, the deduction of league points from us in the Premier League or Football League and loss of control of player registrations. For example, the Premier League could prevent us from playing, thereby cutting off our

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income from ticket sales and putting many of our other sources of revenue at risk. Any of these events could have a material adverse effect our business, results of operation, financial condition, cash flow as well as our ability to meet our financial obligations.

Premier League voting rules may allow other clubs to take action contrary to our interests.

The Premier League is governed by its 20 club shareholders with most rule changes requiring the support of a minimum of 14 of the clubs. This allows a minority of clubs to block changes they view as unfavorable to their interests. In addition, it allows a concerted majority of the clubs to pass rules that may be disadvantageous to the remaining six clubs. As one of the larger clubs in the Premier League in terms of revenue and follower base, we can exert some influence on the rulemaking process, however, our interests may not always align with the majority of clubs and it may be difficult for us to effect changes that are advantageous to us. At the same time, it is possible that other clubs may take action that we view as contrary to our interests. If the Premier League clubs pass rules that limit our ability to operate our business as we have planned or otherwise affect the payments made to us, we may be unable to achieve our goals and strategies or increase our revenue.

Our digital media strategy is unproven and may not generate the revenue we anticipate.

We maintain contact with, and provide entertainment to, our global follower base through a number of digital and other media channels, including the internet, mobile services and social media. While we have attracted a significant number of followers to our digital media assets, including our website, the future revenue and income potential of our new media business is uncertain. You should consider our business and prospects in light of the challenges, risks and difficulties we may encounter in this new and rapidly evolving market, including:

    our digital media strategy will require us to provide offerings such as video on demand, highlights and international memberships that have not previously been a substantial part of our business;

    our ability to retain our current global follower base, build our follower base and increase engagement with our followers through our digital media assets;

    our ability to enhance the content offered through our digital media assets and increase our subscriber base;

    our ability to effectively generate revenue from interaction with our followers through our digital media assets;

    our ability to attract new sponsors and advertisers, retain existing sponsors and advertisers and demonstrate that our digital media assets will deliver value to them;

    our ability to develop our digital media assets in a cost effective manner and operate our digital media services profitably and securely;

    our ability to identify and capitalize on new digital media business opportunities; and

    our ability to compete with other sports and other media for users' time.

Failure to successfully address these risks and difficulties could affect our overall business, financial condition, results of operations, cash flow, liquidity and prospects.

Serious injuries to or losses of playing staff may affect our performance, and therefore our results of operations and financial condition.

Injuries to members of the playing staff, particularly if career threatening or career ending, could have a detrimental effect on our business. Such injuries could have a negative effect upon our first team's performance and may also result in a loss of the revenue that would otherwise have resulted from a transfer of that player's registration. In addition, depending on the circumstances, we may write down the carrying value of a player on our balance sheet and record an impairment charge in our operating expenses to reflect

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any losses resulting from career threatening or career ending injuries to that player. Our strategy is to maintain a squad of first team players sufficient to mitigate the risk of player injuries. However, this strategy may not be sufficient to mitigate all financial losses in the event of an injury, and as a result such injury may affect the performance of our first team, and therefore our business, results of operations financial condition, and cash flow.

Inability to renew our insurance policies could expose us to significant losses.

We insure against the death, permanent disablement and travel-related injuries of members of our first team, although not at such player's market value. Moreover, we do not carry insurance against injuries to our players sustained while playing or training. We also carry non-player related insurance typical for our business (including business interruption insurance). When any of our insurance policies expire, it may not be possible to renew them on the same terms, or at all. In such circumstances, some of our businesses and/or assets may be uninsured. If any of these uninsured businesses or assets were to suffer damage, we could suffer a financial loss. Our most valuable tangible asset is Old Trafford. An inability to renew insurance policies covering our players, Old Trafford, our training facilities at Carrington and other valuable assets could expose us to significant losses.

Furthermore, although some national football associations, such as the FA (which insures English players), do provide insurance for members of our first team while playing for their home country, our insurance policies do not cover our players during those periods and, under the rules of the Fédération Internationale de Football Association ("FIFA"), national football associations are not obliged to provide insurance cover for players on international duty.

Our international expansion and operations in foreign markets expose us to risks associated with international sales and operations.

We intend to continue to expand internationally and operate in select foreign markets. Managing a global organization is difficult, time consuming and expensive. Our inexperience in operating the club's businesses globally increases the risk that any future international expansion efforts that we may undertake will not be successful. In addition, conducting international operations subjects us to risks such as the lack of familiarity with and unexpected changes in foreign regulatory requirements; difficulties in managing and staffing international operations; fluctuations in currency exchange rates; potentially adverse tax consequences, including foreign value added tax systems, and restrictions on repatriation of earnings; the burdens of complying with a wide variety of foreign laws and legal standards; increased financial accounting and reporting burdens and complexities; the lack of strong intellectual property regimes and political, social and economic instability abroad. Operating in international markets also requires significant management attention and financial resources. The investment and additional resources required to establish operations and manage growth in other countries may not produce desired levels of revenue or profitability.

Fluctuations in exchange rates may adversely affect our results of operations.

Our functional and reporting currency is the pound sterling and substantially all of our costs are denominated in pounds sterling. However, broadcasting revenue from our participation in the Champions League, as well as certain other revenue, is generated in euro. We also occasionally enter into transfer agreements or commercial partner agreements which are payable in euro. In addition, we have transactional currency exposure against the US dollar relating to the US dollar tranche of our senior secured notes as well as commercial revenue from certain sponsors. In the year ended June 30, 2010, we recorded a foreign exchange loss of £19.3 million from our US dollar tranche of our senior secured notes, whereas in the year ended June 30, 2011, we recorded a foreign exchange gain of £16.4 million from those senior secured notes. For the years ended June 30, 2009, 2010 and 2011 approximately 12.0%, 14.2% and 14.4% of our total revenue were generated in euro, respectively, and approximately 3.4%, 4.9% and 8.2% of our total

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revenue were generated in US dollars, respectively. We may enter into foreign exchange contracts to hedge a portion of this transactional exposure. We net the value of our non-sterling revenue and the value of the corresponding hedge before including such amounts in our overall revenue. Our results of operations have in the past and will in the future fluctuate due to movements in exchange rates.

Failure to adequately protect our intellectual property and curb the sale of counterfeit merchandise could injure our brand.

Like other popular brands, we are susceptible to instances of brand infringement (such as counterfeiting and other unauthorized uses of our intellectual property rights). We seek to protect our brand assets by ensuring that we own and control certain intellectual property rights in and to those assets and, where appropriate, by enforcing those intellectual property rights. For example, we own the copyright in our logo, and our logo and trade name are registered as trademarks (or are the subject of applications for registration) in a number of jurisdictions in Europe, Asia Pacific, Africa, North America and South America. However, it is not possible to detect all instances of brand infringement. Additionally, where instances of brand infringement are detected, we cannot guarantee that such instances will be prevented as there may be legal or factual circumstances which give rise to uncertainty as to the validity, scope and enforceability of our intellectual property rights in the brand assets. Furthermore, the laws of certain countries in which we license our brand and conduct operations, particularly those in Asia, may not offer the same level of protection to intellectual property rights holders as those in the United Kingdom, the rest of Europe and the United States, or the time required to enforce our intellectual property rights under these legal regimes may be lengthy and delay recovery. If we were to fail or be unable to secure, protect, maintain and/or enforce the intellectual property rights which vest in our brand assets, then we could lose our exclusive right to exploit such brand assets. Infringement of our trademark, copyright and other intellectual property rights could have an adverse effect on our business. We also license our intellectual property rights to third parties. In an effort to protect our brand, we enter into licensing agreements with these third parties which govern the use of our intellectual property and which require our licensees to abide by quality control standards with respect to such use. Although we make efforts to police our licensees' use of our intellectual property, we cannot assure you that these efforts will be sufficient to ensure their compliance. The failure of our licensees to comply with the terms of their licenses could have a material adverse effect on our business, results of operations, financial condition and cash flow.

We could be negatively affected if we fail to adequately protect follower account information.

We collect and process personal data (including name, address, age, bank details and other personal data) from our followers, customers, members, suppliers, business contacts and employees as part of the operation of our business (including online merchandising), and therefore we must comply with data protection and privacy laws in the United Kingdom and, in certain situations, other jurisdictions where our followers reside. Those laws impose certain requirements on us in respect of the collection, use and processing of personal information relating to our followers. In addition, we are exposed to the risk that the personal data we control could be wrongfully accessed and/or used, whether by employees, followers or other third parties, or otherwise lost or disclosed or processed in breach of data protection regulations. If we or any of the third party service providers on which we rely fail to process such personal data in a lawful or secure manner or if any theft or loss of personal follower data were to occur, we could face liability under data protection laws, including requirements to destroy customer information or notify the people to whom such information relates of any non-compliance as well as civil or criminal sanctions. This could also result in the loss of the goodwill of our followers and deter new followers. Each of these factors could harm our business reputation, our brand and have a material adverse effect on our business, results of operations, financial condition, cash flow and prospects.

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Piracy and illegal live streaming may adversely impact our broadcasting and media content revenue.

For each of the years ended June 30, 2009, 2010 and 2011, broadcasting revenue constituted 35.2%, 36.1% and 35.4%, respectively, of our total revenue. Our broadcasting revenue is principally generated by the broadcasting of our matches on pay and free to air television channels as well as content delivered over the internet and through our own television channel, MUTV. In recent years, piracy and illegal live streaming of subscription content over the internet has caused, and is continuing to cause, lost revenue to media distributors showing our matches. For example, the Premier League has initiated litigation against Google and YouTube for facilitating piracy and illegal streaming of subscription content, however there can be no guarantee that this or similar actions will prevent or limit future piracy or illegal streaming of subscription content. If these trends increase or continue unabated, they could pose a risk to subscription television services. The result could be a reduction in the value of our share of football broadcasting rights and of our online and MUTV services, which could have a material adverse effect our business, results of operations, financial condition and cash flow.

Our operating results may fluctuate due to seasonality.

Our operating results are subject to seasonal variation, limiting the overall comparability of interim financial periods. The seasonality of our operating results is primarily attributable to the number of games played in each financial period and therefore matchday and broadcasting revenue recognized. Similarly, certain of our costs derive from hosting games at Old Trafford, and these costs will also vary based on the number of games played in the period. We have historically generated higher revenue in the second and third quarters of our fiscal year. However because of the strong performance of our first team in the Champions League and domestic cups, which has resulted in us reaching the advanced stages of these competitions and therefore generating significant additional broadcasting and matchday revenue, we have generated the most revenue in our fourth quarter during the past few fiscal years. As a result, our interim results and any quarterly financial information that we publish should not be viewed as an indicator of our performance for the fiscal year.

We will be subject to greater tax liability.

During each of the three years ended June 30, 2009, 2010 and 2011, our principal operating subsidiaries were tax residents in the United Kingdom. During the years ended June 30, 2009 and 2010, we were subject to a statutory tax rate of 28.0%, and in the year ended June 30, 2011, we were subject to an effective tax rate of 27.5%. Following our reorganization in preparation for the offering, although we are organized as a Cayman Islands corporation, we believe that we will be treated as a US domestic corporation for US federal tax purposes. As a result, we will be subject to US federal income tax (currently at a statutory rate of 35%) on our worldwide income. In addition, we will primarily be subject to US and UK tax rules in the future, whereas we have previously been subject only to UK tax rules. As a result, we will be subject to different rules regarding deductions and carry forwards of losses incurred in prior years than those applicable to us prior to our reorganization in preparation for this offering. Furthermore, because most of our subsidiaries are classified as entities disregarded from their owner for US federal income tax purposes, we will not be able to control the timing of much of our US federal income tax liability. We may also be subject to US state and local income (or franchise) taxes which are generally imposed based upon where we do business. The tax rates and the tax base upon which the tax is calculated vary by jurisdiction. Generally, state and local taxes are deductible for US federal income tax purposes. As a result, we will be liable for additional taxes in the future for which we would not have been liable in previous years. This additional tax liability could have a negative effect on our business, results of operations, financial conditions and cash flow.

In addition, we are subject to income and other taxes in various other jurisdictions. The amount of tax we pay is subject to our interpretation and application of tax laws in jurisdictions in which we operate. Changes in current or future laws or regulations, or the imposition of new or changed tax laws or regulations or new

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related interpretations by taxing authorities in the US or foreign jurisdictions, could adversely affect our business, results of operations, financial condition and cash flow.

Business interruptions due to natural disasters and other events could adversely affect us and Old Trafford.

Our operations can be subject to natural disasters and other events beyond our control, such as earthquakes, fires, power failures, telecommunication losses, terrorist attacks and acts of war. Such events, whether natural or manmade, could cause severe destruction or interruption to our operations, and as a result, our business could suffer serious harm. Our first team regularly tours the world for promotional matches, visiting various countries with a history of terrorism and civil unrest, and as a result, we and our players could be potential targets of terrorism when visiting such countries. In addition, any prolonged business interruption at Old Trafford could cause a decline in matchday revenue. Our business interruption insurance only covers some, but not all, of these potential events, and even for those events that are covered, it may not be sufficient to compensate us fully for losses or damages that may occur as a result of such events, including, for example, loss of market share and diminution of our brand, reputation and client loyalty. Any one or more of these events could have a material adverse effect on our business, results of operation, financial condition or cash flow.

Risks Related to Our Industry

An economic downturn and adverse economic conditions may harm our business.

The recent economic downturn and adverse conditions in the United Kingdom and global markets may negatively affect our operations in the future. Our matchday and broadcasting revenue in part depend on personal disposable income and corporate marketing and hospitality budgets. Further, our sponsorship and commercial revenue are contingent upon the expenditures of businesses across a wide range of industries, and as these industries continue to cut costs in response to the economic downturn, our revenue may similarly decline. Continued weak economic conditions could cause a reduction in our commercial and sponsorship, broadcasting and matchday revenue, each of which could have a material adverse effect on our business, results of operations, financial condition and cash flow.

An increase in the relative size of salaries or transfer costs could adversely affect our business.

Our success depends on our ability to attract and retain the highest quality players and coaching staff. As a result, we are obliged to pay salaries generally comparable to our main competitors in England and Europe. Any increase in salaries may adversely affect our business, results of operations, financial condition and cash flow.

Other factors that affect player salaries, such as the recent increase in personal tax rates, changes to the treatment of income or other changes to taxation in the United Kingdom and the relative strength of the pound, may make it more difficult to attract top players and coaching staff from Europe or elsewhere or require us to pay higher salaries to compensate for higher taxes or less favorable exchange rates. In addition, if our revenue fall and salaries remain stable (for example as a result of fixed player or coaching staff salaries over a long period) or increase, our results of operations would be materially adversely affected.

An increase in transfer fees would require us to pay more than expected for the acquisition of players' registrations in the future, although the effect of these increased costs may be mitigated by our ability to sell the registrations of existing players at increased prices. However, if the increase in transfer fees occurred at a time when we were looking to buy rather than sell players, there is a risk that net transfer costs could increase, resulting in a reduction in the amount of cash available for us to meet our obligations. In addition, certain players' transfer values may diminish after we acquire them, and we may sell those players for transfer fees below their net book value, resulting in a loss on disposal of players' registrations. Net transfer costs could also increase if levies imposed by FIFA, the Premier League or any other organization in respect of the transfer of players' registrations were to increase.

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Recently approved UEFA restrictions could negatively affect our business.

As the primary governing body of European football, UEFA continually evaluates the dynamics in the football industry and considers changes to the regulatory framework governing European football clubs. As an example, UEFA recently approved certain financial monitoring rules on clubs participating in the Champions League and Europa League competitions, known as the financial fair play initiative. The rules, among other things, may result in withholding of prize money, transfer bans and ultimately disqualification from European competitions for clubs whose costs and capital expenditures on players exceed their revenue over a three year period. These rules are intended to discourage clubs from continually operating at a loss. However, the implementation of the financial fair play rules, and in particular the potential punishment for non-compliance, remains uncertain. There is a risk that application of the financial fair play initiative could have a material adverse effect on the performance of our first team and our business, results of operations, financial condition and cash flow.

We could be negatively affected by current and other future Premier League, FA, UEFA or FIFA regulations.

Future changes to the Premier League, FA, UEFA, FIFA or other regulations may adversely affect our results of operations. These regulations could cover various aspects of our business, such as the format of competitions, the eligibility of players, the operation of the transfer market and the distribution of broadcasting revenue. In addition, changes are being considered to address the financial sustainability of clubs such as more robust ownership rules and tests in relation to board directors and significant shareholders. In particular, changes to football regulations designed to promote competition could have a significant impact on our business. Such changes could include changes to the distribution of broadcasting income, changes to the relegation structure of English football and restrictions on player spending. In addition, rules designed to promote the development of local players, such as the Home Grown Player Rule, which requires each Premier League club to include at least eight "home grown" players in their squads, could limit our ability to select players. Any of these changes could make it more difficult for us to acquire top quality players and, therefore, adversely affect the performance of our first team.

Changes in the format of the league and cup competitions in which our first team plays, or might in the future play, could have a negative impact on our results of operations. In addition, in the event that new competitions are introduced to replace existing competitions (for example, a European league), our results of operations may be negatively affected.

There could be a decline in our popularity or the popularity of football.

There can be no assurance that football will retain its popularity as a sport around the world and its status in the United Kingdom as the so-called "national game," together with the associated levels of media coverage. In addition, we could suffer a decline in popularity. Any decline in popularity could result in lower ticket sales, broadcasting revenue, sponsorship revenue, a reduction in the value of our players or our brand, or a decline in the value of our securities, including our Class A ordinary shares. Any one of these events or a combination of such events could have a material adverse effect on our business, results of operations, financial condition and cash flow.

Risk Related to Our Indebtedness

Our indebtedness could adversely affect our financial health and competitive position.

As of December 31, 2011, we had total indebtedness of £438.9 million. See "Use of Proceeds." Our indebtedness increases the risk that we may be unable to generate cash sufficient to pay amounts due in respect of our indebtedness. It could also have effects on our business. For example, it could:

    limit our ability to pay dividends;

    increase our vulnerability to general adverse economic and industry conditions;

    require us to dedicate a material portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund the hiring and retention of players and coaching staff, working capital, capital expenditures and other general corporate purposes;

    limit our flexibility in planning for, or reacting to, changes in our business and the football industry;

    affect our ability to compete for players and coaching staff; and

    limit our ability to borrow additional funds.

In addition, our existing revolving credit facility and the indenture governing our senior secured notes contain, and any agreements evidencing or governing other future indebtedness may contain, certain restrictive covenants that will limit our ability to engage in certain activities that are in our long-term best interests (see " — Our indebtedness may restrict our ability to pursue our business strategies" below). We have not previously breached and are not in breach of any of the covenants under either of these facilities, however our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our indebtedness.

To service our indebtedness, we require cash, and our ability to generate cash is subject to many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to the performance and popularity of our first team as well as general economic, financial, competitive, regulatory and other factors that are beyond our control.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. Failure to refinance our indebtedness on terms we believe to be acceptable could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Our indebtedness may restrict our ability to pursue our business strategies.

The indenture governing our senior secured notes and our revolving credit facility limit our ability, among other things, to:

    incur additional indebtedness;

    pay dividends or make other distributions or repurchase or redeem our shares;

    make investments;

    sell assets, including capital stock of restricted subsidiaries;

    enter into agreements restricting our subsidiaries' ability to pay dividends;

    consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

    enter into sale and leaseback transactions;

    enter into transactions with our affiliates; and

    incur liens.

Our ability to comply with these covenants and restrictions may be affected by events beyond our control. If we breach any of these covenants or restrictions, we could be in default under our senior secured notes and our revolving credit facility. This would permit the lending banks under our revolving credit facility to take certain actions, including declaring all amounts that we have borrowed under our revolving credit facility and other indebtedness to be due and payable, together with accrued and unpaid interest. This would also result in an event of default under the indenture governing our senior secured notes. Furthermore, lending

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banks could refuse to extend further credit under the revolving credit facility. If the debt under our revolving credit facility, our senior secured notes or any other material financing arrangement that we enter into were to be accelerated, our assets, in particular liquid assets, may be insufficient to repay our indebtedness. The occurrence of any of these events could have a material adverse effect on our business, financial condition and results of operations.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

We are subject to interest rate risk in connection with borrowings under our revolving credit facility, which bears interest at variable rates. Interest rate changes will not affect the market value of any debt incurred under such facility, but could impact the amount of our interest payments, and accordingly, our future earnings and cash flow, assuming other factors are held constant. In addition, we currently enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility. However, we cannot assure you that such hedging activities will be effective in fully mitigating our interest rate risk.

Risks Related to Our Initial Public Offering and the Ownership of Our Class A Ordinary Shares

Because of its significant share ownership, our principal shareholder will be able to exert control over us and our significant corporate decisions.

Immediately prior to this offering, our principal shareholder will control 100% of our Class A ordinary shares and Class B ordinary shares, representing 100% of the voting power of our outstanding capital stock. Upon the closing of this offering, the shares owned by our principal shareholder will represent          % of the voting power of our outstanding capital stock. For special resolutions, which require the vote of two-thirds of the votes cast, at any time that the holders of the Class B ordinary shares together hold at least 10% of the total number of ordinary shares outstanding, the voting power permitted to be exercised by the holders of the Class B ordinary shares will be weighted such that the Class B ordinary shares shall represent, in the aggregate, 67% of the voting power of all shareholders. As a result, our principal shareholder will have the ability to significantly influence or determine the outcome of all matters submitted to our shareholders for approval, including the election and removal of directors and any merger, consolidation, or sale of all or substantially all of our assets. The interests of our principal shareholder might not coincide with the interests of the other holders of our capital stock. This concentration of ownership may harm the value of our Class A ordinary shares, among other things:

    delaying, deferring or preventing a change in control of our Company;

    impeding a merger, consolidation, takeover or other business combination involving our Company; or

    causing us to enter into transactions or agreements that are not in the best interests of all shareholders.

Following the offering, we will be a "controlled company" within the meaning of the                             rules, and we intend to take advantage of exemptions from certain corporate governance requirements.

Following this offering, our principal shareholder will beneficially own a majority of the voting power of our outstanding ordinary shares. Under the                              rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of our directors to be independent, as defined in the                             rules, and the requirement that our compensation and nominating and corporate governance committees consist entirely of independent directors. Following this offering, we intend to rely on the "controlled company" exemption under the                              rules. As a result, a majority of the members of our board of directors may not be independent directors and our nominating and corporate governance and compensation committees will not

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consist entirely of independent directors. Accordingly, while we remain a controlled company and during any transition period following a time when we are no longer a controlled company, you will not have the same protections afforded to shareholders of companies that are subject to all of the                             corporate governance requirements.

We are an "emerging growth company" and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Class A ordinary shares less attractive to investors.

We are an "emerging growth company," as defined in the Jumpstart our Business Startups Act of 2012 (the "JOBS Act"), and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"). We cannot predict if investors will find our Class A ordinary shares less attractive because we will rely on these exemptions. If some investors find our Class A ordinary shares less attractive as a result, there may be a less active trading market for our Class A ordinary shares and our share price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act") for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to "opt out" of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

The obligations associated with being a public company will require significant resources and management attention.

As a public company in the United States, we will incur legal, accounting and other expenses that we did not previously incur. We will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Sarbanes-Oxley Act, the listing requirements of the                             and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an "emerging growth company." The Exchange Act requires that we file annual and current reports with respect to our business, financial condition and results of operations. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting. Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management's attention from implementing our growth strategy, which could prevent us from improving our business, financial condition and results of operations. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. However, the measures we take may not be sufficient to satisfy our obligations as a public company. In addition, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage. These additional obligations could have a material adverse effect on our business, financial condition, results of operations and cash flow.

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In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management's time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business, financial condition, results of operations and cash flow could be adversely affected.

For as long as we are an "emerging growth company" under the recently enacted JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We could be an emerging growth company for up to five years. See "Prospectus Summary — Implications of Being an Emerging Growth Company." Furthermore, after the date we are no longer an emerging growth company, our independent registered public accounting firm will only be required to attest to the effectiveness of our internal control over financial reporting depending on our market capitalization. Even if our management concludes that our internal controls over financial reporting are effective, our independent registered public accounting firm may still decline to attest to our management's assessment or may issue a report that is qualified if it is not satisfied with our controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, in connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. Failure to comply with Section 404 could subject us to regulatory scrutiny and sanctions, impair our ability to raise revenue, cause investors to lose confidence in the accuracy and completeness of our financial reports and negatively affect our share price.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

We are a "foreign private issuer," as such term is defined in Rule 405 under the Securities Act, and therefore, we are not required to comply with all the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. Under Rule 405, the determination of foreign private issuer status is made annually on the last business day of an issuer's most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on December 31, 2012.

In the future, we would lose our foreign private issuer status if a majority of our shareholders, directors or management are US citizens or residents and we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. Although we have elected to comply with certain us regulatory provisions, our loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to us under US securities laws as a US domestic issuer may be significantly higher. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on US domestic issuer forms with the US Securities and Exchange Commission (the "SEC"), which are more detailed and extensive than the forms available to a foreign private issuer. We may also be required to modify certain of our policies to comply with good governance practices associated with US domestic issuers. Such conversion and modifications will involve additional costs. In addition, we may lose our ability

25


to rely upon exemptions from certain corporate governance requirements on US stock exchanges that are available to foreign private issuers.

There is no existing market for our Class A ordinary shares, and we do not know if one will develop to provide you with adequate liquidity.

Prior to this offering, there has been no public market for our Class A ordinary shares. We cannot predict the extent to which investor interest in our Company will lead to the development of an active trading market on the                             or otherwise or how liquid that market might become. If an active trading market does not develop, you may have difficulty selling any shares of our Class A ordinary shares that you purchase, and the value of such shares might be materially impaired. The initial public offering price for our Class A ordinary shares will be determined by negotiations between us and the representatives of the underwriters and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell shares of our Class A ordinary shares at prices equal to or greater than the price you paid in this offering.

Anti-takeover provisions in our organizational documents and Cayman Islands law may discourage or prevent a change of control, even if an acquisition would be beneficial to our shareholders, which could depress the price of our Class A ordinary shares and prevent attempts by our shareholders to replace or remove our current management.

Our amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. Our board of directors may be appointed or removed by the holders of the majority of the voting power of our ordinary shares. Our board of directors has the ability to designate the terms of and issue new series of preferred stock without shareholder approval. We are also subject to certain provisions under Cayman Islands law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our Class A ordinary shares.

The price of our Class A ordinary shares might fluctuate significantly, and you could lose all or part of your investment.

Volatility in the market price of our Class A ordinary shares may prevent you from being able to sell your shares of our Class A ordinary shares at or above the price you paid for such shares. The trading price of our Class A ordinary shares may be volatile and subject to wide price fluctuations in response to various factors, including:

    performance of our first team;

    the overall performance of the equity markets;

    industry related regulatory developments;

    issuance of new or changed securities analysts' reports or recommendations;

    additions or departures of key personnel;

    investor perceptions of us and the football industry, changes in accounting standards, policies, guidance, interpretations or principles;

    sale of our Class A ordinary shares by us, our principal shareholder or members of our management;

    general economic conditions;

    changes in interest rates; and

    availability of capital.

These and other factors might cause the market price of our Class A ordinary shares to fluctuate substantially, which might limit or prevent investors from readily selling their shares of our Class A ordinary

26


share and may otherwise negatively affect the liquidity of our Class A ordinary shares. In addition, in recent years, the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies across many industries. The changes frequently appear to occur without regard to the operating performance of the affected companies. Accordingly, the price of our Class A ordinary shares could fluctuate based upon factors that have little or nothing to do with our Company, and these fluctuations could materially reduce our share price. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company's securities. This litigation, if instituted against us, could result in substantial costs, divert our management's attention and resources, and harm our business, operating results and financial condition.

Future sales of our Class A ordinary shares, or the perception in the public markets that these sales may occur, may depress our stock price.

Sales of substantial amounts of our Class A ordinary shares in the public market after this offering, or the perception that these sales could occur, could adversely affect the price of our Class A ordinary shares and could impair our ability to raise capital through the sale of additional shares. Upon completion of this offering, we will have                              million shares of Class A ordinary shares outstanding. The shares of Class A ordinary shares offered in this offering will be freely tradable without restriction under the Securities Act, except for any shares of our Class A ordinary shares that may be held or acquired by our directors, executive officers and other affiliates, as that term is defined in the Securities Act, which will be restricted securities under the Securities Act. Restricted securities may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available.

We, each of our officers and directors and the selling shareholder have agreed, subject to certain exceptions, with the underwriters not to dispose of or hedge any of the shares of Class A ordinary shares or securities convertible into or exchangeable for, or that represent the right to receive, shares of Class A ordinary shares during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Jefferies & Company, Inc. See "Underwriting."

All of our shares of Class A ordinary shares outstanding as of the date of this prospectus may be sold in the public market by existing shareholders 180 days after the date of this prospectus, subject to applicable limitations imposed under federal securities laws. See "Ordinary Shares Eligible for Future Sale" for a more detailed description of the restrictions on selling shares of our Class A ordinary shares after this offering.

In the future, we may also issue our securities if we need to raise capital in connection with a capital raise or acquisition. The amount of shares of our Class A ordinary shares issued in connection with a capital raise or acquisition could constitute a material portion of our then-outstanding shares of our Class A ordinary shares.

Our ability to pay dividends is subject to restrictions in our existing revolving credit facility, the indenture governing our senior secured notes, results of operations, distributable reserves and solvency requirements; our Class A ordinary shares have no guaranteed dividends and holders of our Class A ordinary shares have no recourse if dividends are not declared.

Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results of operations, financial condition, distributable reserves, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant. Furthermore, neither of our Class A ordinary shares or Class B ordinary shares have any guaranteed dividends and holders of our Class A ordinary shares and holders of our Class B ordinary shares have no recourse if dividends are not declared. Our ability to pay dividends on the Class A ordinary shares is limited by our existing revolving credit facility and the indenture governing our senior secured notes, which contain restricted payment

27


covenants. The restricted payment covenants allow dividends in certain circumstances, including to the extent dividends do not exceed 50% of the cumulative consolidated net income of Red Football Limited, provided there is no event of default and Red Football Limited is able to meet the principal and interest payments on its debt under a fixed charge coverage test. Our ability to pay dividends may be further restricted by the terms of any of our future debt or preferred securities (see also "Dividend Policy" and "Management's Discussion and Analysis of Financial Condition and Results of Operations — Indebtedness"). Additionally, because we are a holding company, our ability to pay dividends on our Class A ordinary shares is limited by restrictions on the ability of our subsidiaries to pay dividends or make distributions to us, including restrictions under the terms of the agreements governing our indebtedness.

We do not currently intend to pay dividends on our Class A ordinary shares, and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our Class A ordinary shares.

We do not currently intend to pay any cash dividends on our Class A ordinary shares for the foreseeable future. The payment of any future dividends will be determined by the board of directors in light of conditions then existing, including our revenue, financial condition and capital requirements, business conditions, corporate law requirements and other factors.

The rules of the Premier League and our articles of association impose certain limitations on shareholders' ability to invest in more than one football club.

The rules of the Premier League prohibit any person who holds an interest of 10% or more of the total voting rights exercisable in a Premier League football club from holding an interest in voting rights exercisable in any other Premier League football club. As a result, our articles of association prohibit shareholders from holding (i) 10% or more of our Class A ordinary shares if they hold any interest in voting rights exercisable in another Premier League football club and (ii) any Class A ordinary shares if they hold an interest of 10% or more of the total voting rights exercisable in another Premier League football club. In addition, under our articles of association, if any shareholder is determined by us, at our absolute discretion, to be holding any Class A ordinary shares in violation of this rule, we have the right to direct that shareholder to transfer those shares to another person or, failing such transfer, we have the right to sell those shares to another person on behalf of that shareholder. Until such transfer or sale is effected, that shareholder will not be entitled to receive or exercise any rights, benefits or privileges attaching to those Class A ordinary shares.

The purchase price of our Class A ordinary shares might not reflect its value, and you may experience dilution as a result of this offering and future equity issuances.

The purchase price of our Class A ordinary shares might not reflect its value, and you may experience dilution as a result of this offering and future equity issuances. Based on the initial public offering price of $               per share (the midpoint of the price range set forth on the cover page of this prospectus), investors purchasing in this offering will experience an immediate dilution in the net tangible book value per share of our Class A ordinary shares of $               from such offering price. Investors purchasing in this offering will contribute approximately          % of the total amount invested by shareholders since our inception (gross of estimated expenses of this offering), but will only own approximately          % of our Class A ordinary shares outstanding on an as-converted basis. Additionally, the exercise of outstanding options or warrants and future equity issuances, including future public offerings or future private placements of equity securities and any additional Class A ordinary shares issued in connection with acquisitions, will result in further dilution to investors.

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Exchange rate fluctuations may adversely affect the foreign currency value of the Class A ordinary shares and any dividends.

The Class A ordinary shares will be quoted in US dollars on the                             . Our financial statements are prepared in pounds sterling. Fluctuations in the exchange rate between the pound sterling and the US dollar will affect, among other matters, the US dollar value of the Class A ordinary shares and of any dividends.

The rights afforded to shareholders are governed by the laws of the Cayman Islands.

Our corporate affairs and the rights afforded to shareholders are governed by our amended and restated memorandum and articles of association and by the Companies Law (2011 Revision) of the Cayman Islands, as amended and restated from time to time (the "Companies Law") and common law of the Cayman Islands, and these rights differ in certain respects from the rights of shareholders in typical US corporations. In particular, the laws of the Cayman Islands relating to the protection of the interests of minority shareholders differ in some respects from those established under statutes or judicial precedent in existence in the United States. The laws of the Cayman Island provide only limited circumstances under which shareholders of companies may bring derivative actions and (except in limited circumstances) do not afford appraisal rights to dissenting shareholders in the form typically available to shareholders of a US corporation other than in limited circumstances in relation to certain mergers. A summary of Cayman Islands law on the protection of minority shareholders is set out in "Description of Share Capital — Differences in Corporate Law."

There may be difficulties in enforcing foreign judgments against us or our management.

Certain of our directors and management and certain of the other parties named in this prospectus reside outside the United States. Most of our assets and such persons' assets are located outside the United States. As a result, it may be difficult or impossible for investors to effect service of process upon us within the United States or other jurisdictions, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. See "Enforceability of Civil Liabilities."

In particular, investors should be aware that there is uncertainty as to whether the courts of the Cayman Islands would recognize and enforce judgments of United States courts obtained against us or our directors or management as well as against the selling shareholder predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or entertain original actions brought in the Cayman Islands courts against us or our directors or officers as well as against the selling shareholder predicated upon the securities laws of the United States or any state in the United States.

We believe that we will be treated as a US domestic corporation for US federal income tax purposes.

As discussed more fully under "Material US Federal Income Tax Considerations," we believe that, pursuant to section 7874 of the Code, even though we are organized as a Cayman Islands corporation, Manchester United Ltd. will be treated as a US domestic corporation for all purposes of the US Internal Revenue Code of 1986, as amended (the "Code"). The Company will therefore be taxed as a US domestic corporation for US federal income tax purposes. As a result, the Company will be subject to US federal income tax on its worldwide income. In addition, if the Company pays dividends to a Non-US Holder, as defined in the discussion under the heading "Material US Federal Income Tax Considerations", it will be required to withhold US income tax at the rate of 30%, or such lower rate as may be provided in an applicable income tax treaty. Each investor should consult its own tax adviser regarding the US federal income tax position of the Company and the tax consequences of holding the Class A ordinary shares.

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If securities or industry analysts do not publish research or reports or publish unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our Class A ordinary shares will depend in part on the research and reports that securities or industry analysts publish about us, our business or our industry. We have limited, and may never obtain significant, research coverage by securities and industry analysts. If no additional securities or industry analysts commence coverage of our Company, the trading price for our shares could be negatively affected. In the event we obtain additional securities or industry analyst coverage, if one or more of the analysts who covers us downgrades our stock, our share price will likely decline. If one or more of these analysts, or those who currently cover us, ceases to cover us or fails to publish regular reports on us, interest in the purchase of our shares could decrease, which could cause our stock price or trading volume to decline.

It may be difficult to enforce a US judgment against us, our directors and officers and certain experts named in this prospectus outside the United States, or to assert US securities law claims outside of the United States.

The majority of our directors and executive officers are not residents of the United States, and the majority of our assets and the assets of these persons are located outside the United States. Therefore, it may be difficult to enforce a US court judgment based upon the civil liability provisions of the US federal securities laws against us or any of these persons in a us or foreign court, or to effect service of process upon these persons in the United States. Additionally, it may be difficult to assert US securities law claims in actions originally instituted outside of the United States. Foreign courts may refuse to hear a US securities law claim because foreign courts may not be the most appropriate forums in which to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine that the law of the jurisdiction in which the foreign court resides, and not US law, is applicable to the claim. Further, if US law is found to be applicable, the content of applicable US law must be proved as a fact, which can be a time-consuming and costly process, and certain matters of procedure would still be governed by the law of the jurisdiction in which the foreign court resides. As a result of the difficulty associated with enforcing a judgment against us, you may not be able to collect any damages awarded by either a US or foreign court.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains estimates and forward-looking statements, principally in the sections entitled "Prospectus Summary," "Risk Factors," "Use of Proceeds," "Dividend Policy," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Business." Our estimates and forward-looking statements are mainly based on our current expectations and estimates of future events and trends, which affect or may affect our businesses and operations. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to numerous risks and uncertainties and are made in light of information currently available to us. Many important factors, in addition to the factors described in this prospectus, may adversely affect our results as indicated in forward-looking statements. You should read this prospectus and the documents that we have filed as exhibits to the registration statement of which this prospectus is a part completely and with the understanding that our actual future results may be materially different and worse from what we expect.

All statements other than statements of historical fact are forward-looking statements. The words "may," "might," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "seek," "believe," "estimate," "predict," "potential," "continue," "contemplate," "possible" and similar words are intended to identify estimates and forward-looking statements.

Our estimates and forward-looking statements may be influenced by the following factors, including:

    our dependence on the performance and popularity of our first team;

    maintaining, enhancing and protecting our brand and reputation, particularly in new markets, in order to expand our follower and sponsorship base;

    our reliance on European competitions as a source of future income;

    the negotiation and pricing of key media contracts outside our control;

    actions taken by other Premier League clubs that are contrary to our interests;

    our ability to attract and retain key personnel, including players, in an increasingly competitive market with increasing salaries and transfer fees;

    our ability to execute a digital media strategy that generates the revenue we anticipate;

    our ability to meet growth expectations and properly manage such anticipated growth;

    our ability to maintain, train and build an effective international sales and marketing infrastructure, and manage the risks associated with such an expansion;

    our ability to renew or replace key commercial agreements on similar or better terms, or attract new sponsors;

    our exposure to credit related losses in connection with key media, commercial and transfer contracts;

    our relationship with the various leagues to which we belong and the application of their respective rules and regulations;

    our relationship with merchandising, licensing, sponsor and other commercial partners;

    maintaining our match attendance at Old Trafford;

    our exposure to increased competition, both in football and the various commercial markets in which we do business;

    any natural disasters or other events beyond our control that adversely affect our operations;

    the effect of adverse economic conditions on our operations;

    uncertainty with regard to exchange rates, our tax liability and our cash flow;

    our ability to adequately protect against media piracy and identity theft of our follower account information;

    our exposure to the effects of seasonality in our business;

    the effect of our indebtedness on our financial health and competitive position;

    our ability to compete in our industry and with innovation by our competitors;

    estimates and estimate methodologies used in preparing our consolidated financial statements; and

    the future trading prices of our Class A ordinary shares and the impact of securities analysts' reports on these prices.

Other sections of this prospectus include additional factors that could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

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EXCHANGE RATE INFORMATION

Our functional and reporting currency is the pound sterling and substantially all of our costs are denominated in pound sterling. However, broadcasting revenue from our participation in the Champions League, as well as certain other revenue, is generated in euro. We also occasionally enter into transfer agreements which are payable in euro. In addition, we have transactional currency exposure against the US dollar relating to the US dollar tranche of our senior secured notes as well as commercial revenue from certain sponsors. For all dates and periods, the exchange rate refers to the exchange rate as set forth in the H.10 statistical release of the Federal Reserve Board. The rates represent the noon buying rate in New York for cable transfers payable in foreign currencies. No representation is made that the pound sterling amounts referred to in this prospectus could have been or could be converted into US dollars at any particular rate or at all. On April 27, 2012 the exchange rate was £1.62 to $1.00.

The following table sets forth information concerning exchange rates between the pound sterling and the US dollar for the periods indicated. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this prospectus or will use in the preparation of our periodic reports or any other information to be provided to you.


 
  Noon Buying Rate  
Period
  Period End   Average(1)   Low   High  
 
  (£ per $1.00)
 

Fiscal Year 2007

    2.01     1.95     1.82     2.01  

Fiscal Year 2008

    1.99     2.01     1.94     2.11  

Fiscal Year 2009

    1.65     1.60     1.37     2.00  

Fiscal Year 2010

    1.49     1.58     1.43     1.70  

Fiscal Year 2011

    1.61     1.59     1.50     1.67  

Six months ended December 31, 2011

    1.55     1.59     1.54     1.66  

October 2011

    1.61     1.58     1.54     1.63  

November 2011

    1.57     1.58     1.55     1.57  

December 2011

    1.55     1.56     1.54     1.59  

January 2012

    1.58     1.55     1.53     1.58  

February 2012

    1.60     1.58     1.57     1.60  

March 2012

    1.60     1.58     1.56     1.60  

April (through 27, 2012)

    1.62     1.60     1.58     1.62  

Source: Federal Reserve Bank of New York and Federal Reserve Statistical Release

(1)
Fiscal year and interim period averages were calculated by using the average of the exchange rates on the last day of each month during the relevant period. Monthly averages are calculated by using the average of the daily rates during the relevant month.

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USE OF PROCEEDS

In this offering, we are selling                             Class A ordinary shares and the selling shareholder named in this prospectus is selling                              Class A ordinary shares. In connection with the sale by us, we estimate that our net proceeds from the sale of our Class A ordinary shares in this offering will be approximately $                million assuming an initial public offering price of $               per share, which is the midpoint of the range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

A $1.00 increase (decrease) in the assumed public offering price of $               per share of our Class A ordinary shares would increase (decrease) our expected net proceeds by approximately $               , assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the proceeds from this offering for working capital and general corporate purposes, which may include repayment of indebtedness, investing in our broadcasting, sponsorship, and retail, merchandising, apparel & product licensing businesses, player acquisitions, and capital expenditures to improve our football infrastructure, particularly at Old Trafford and our training facilities at Carrington.

We will not receive any proceeds from the sale of any Class A ordinary shares by the selling shareholder.

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DIVIDEND POLICY

We do not currently intend to pay cash dividends on our Class A ordinary shares in the foreseeable future. However, if we do pay a cash dividend on our Class A ordinary shares in the future, we will pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law. Our board of directors has complete discretion regarding the declaration and payment of dividends, and our principal shareholder will be able to influence our dividend policy.

The amount of any future dividend payments we may make will depend on, among other factors, our strategy, future earnings, financial condition, cash flow, working capital requirements, capital expenditures and applicable provisions of our articles of association. Any profits or share premium we declare as dividends will not be available to be reinvested in our operations. Moreover, we are a holding company that does not conduct any business operations of our own. As a result, we are dependent upon cash dividends, distributions and other transfers from our subsidiaries to make dividend payments, and the terms of our subsidiaries' debt and other agreements restrict the ability of our subsidiaries to make dividends or other distributions to us. Specifically, pursuant to the our revolving credit facility and the indenture governing our senior secured notes, there are restrictions on our subsidiaries' ability to distribute dividends to us, and dividend distributions by our subsidiaries are the principal means by which we would have the necessary funds to pay dividends on our Class A ordinary shares for the foreseeable future. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Indebtedness."

Any dividends we declare on our ordinary shares will be in respect of both our Class A ordinary shares and Class B ordinary shares, and will be distributed such that a holder of one of our Class B ordinary shares will receive the same amount of the dividends that are received by a holder of one of our Class A ordinary shares. We will not declare any dividend with respect to the Class A ordinary shares without declaring a dividend on the Class B ordinary shares, and vice versa. On April 25, 2012, we made a distribution of £10.0 million to our principal shareholder.

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CAPITALIZATION

The following table sets forth the consolidated capitalization of Red Football Shareholder Limited as of December 31, 2011.

You should read this table in conjunction with "Use of Proceeds," "Selected Consolidated Financial and Other Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this prospectus.


 
  December 31,
2011
 
 
  Actual  
 
  (in £ thousands)
 

Cash and cash equivalents

    50,900  
       

Current borrowings:

       

Secured bank loans

    (348 )

Accrued interest on senior secured notes

    (15,400 )

Other borrowings

    (400 )
       

Total current borrowings

    (16,148 )
       

Non-current borrowings:

       

Secured bank loans

    (6,652 )

Senior secured notes

    (411,882 )

Other borrowings

    (4,268 )
       

Total non-current borrowings

    (422,802 )
       

Total indebtedness

    (438,950 )
       

Shareholders' equity

     

Total shareholders' capital

     
       

Total capitalization

    (388,050 )
       

37


DILUTION

Our net tangible book value as of December 31, 2011 was $               , or $               per Class A ordinary share. Net tangible book value per share is determined by dividing our tangible net worth, total assets, less intangible assets, minus total liabilities, by the aggregate number of Class A ordinary shares outstanding. After giving effect to the sale of                             of our Class A ordinary shares pursuant to this offering, at an assumed initial public offering price of $          per share, which is the midpoint of the range set forth on the cover page of this prospectus, and the receipt and application of the net proceeds, our pro forma net tangible book value at December 31, 2011 would have been $          , or $               per share. This represents an immediate increase in pro forma net tangible book value to the principal shareholder of $               per share and an immediate dilution to new investors of $               per share. The following table illustrates this per share dilution:


Assumed initial public offering price

  $     $    

Net tangible book value per share as of December 31, 2011

  $     $    

Increase in net tangible book value per share attributable to new investors

  $     $    

Pro forma net tangible book value per share after offering

  $     $    
             

Dilution per share to new investors

  $     $    
             

Dilution is determined by subtracting pro forma net tangible book value per share after the offering from the initial public offering price per share.

A $1.00 increase or decrease in the assumed initial public offering of $               per share would increase or decrease, as applicable, our adjusted net tangible book value per share after this offering and dilution to new investors by $          , assuming the number of Class A ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses that we must pay.

The following table sets forth, on a pro forma basis, as of December 31, 2011, the number of Class A ordinary shares purchased from us, the total consideration paid, or to be paid, and the average price per share paid, or to be paid, by the principal shareholder and by the new investors, at an assumed initial public offering price of $               per share, which is the midpoint of the range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and offering expenses payable by us:


 
  Shares Purchased   Total Consideration    
 
 
  Average
Price
Per Share
 
 
  Number   Percent   Amount   Percent  

Principal shareholder

            % $         % $    

New investors

                               
                       

Total

          100 % $       100 % $    
                       

Sales by the selling shareholder in this offering will reduce the number of shares held by the principal shareholder to , or approximately          %,           % if the over-allotment option is exercised in full and will increase the number of shares to be purchased by new investors to                             , or approximately          %,          % if the over-allotment option is exercised in full.

The foregoing tables assume no exercise of the underwriters' over-allotment option. To the extent this option is exercised, there will be further dilution to new investors.

38


SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following selected consolidated financial and other data should be read in conjunction with, and is qualified in its entirety by reference to, the section of this prospectus entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this prospectus.

We have historically conducted our business through Red Football Shareholder Limited and its subsidiaries, and therefore our historical financial statements present the results of operations of Red Football Shareholder Limited. Prior to the completion of this offering, we will engage in the Reorganization Transactions pursuant to which Red Football Shareholder Limited will become a wholly-owned subsidiary of the issuer in this offering, Manchester United Ltd., a newly formed holding company with nominal assets and liabilities, and which will not have conducted any operations prior to the completion of this offering. Following these Reorganization Transactions and this offering, our financial statements will present the results of operations of the issuer, Manchester United Ltd., and its consolidated subsidiaries.

We prepare our consolidated financial statements in accordance with IFRS as issued by IASB. The selected consolidated financial and other data presented as of and for the years ended June 30, 2009, 2010, and 2011 has been derived from our audited consolidated financial statements and the related notes thereto included elsewhere in this prospectus. Our historical results for any prior period are not necessarily indicative of results expected in any future period.

The selected consolidated financial and other data presented for the six months ended December 31, 2010 and December 31, 2011, and as of December 31, 2011, has been derived from our unaudited interim condensed consolidated financial statements and the notes thereto included elsewhere in this prospectus. In the opinion of management, the unaudited interim condensed consolidated financial data presented in this prospectus have been prepared on the same basis as our audited consolidated financial statements and reflect all adjustments, consisting only of normal recurring adjustments, which we consider necessary for a fair presentation of our financial position and results of operations for such periods. The selected consolidated financial and other data for the six months ended December 31, 2010 and 2011, and as of December 31, 2011, are not necessarily indicative of the financial and other data to be expected as of and for the year ended June 30, 2012 or any future period.

39



 
  Year ended June 30,
(audited)
  Six months ended
December 31,
(unaudited)
 
 
  2009   2010   2011   2010   2011  
 
  (in £ thousands, except share and per share data)
 

Income Statement Data:

                               

Revenue

    278,476     286,416     331,441     156,490     175,060  
                       

Analyzed as:

                               

Commercial revenue

    65,977     77,322     103,369     52,898     62,206  

Broadcasting revenue

    98,013     103,276     117,249     52,620     59,571  

Matchday revenue

    114,486     105,818     110,823     50,972     53,283  
                       

Operating expenses — before exceptional items

    (232,034 )   (232,716 )   (267,986 )   (121,556 )   (136,547 )
                       

Analyzed as:

                               

Employee benefit expenses

    (123,120 )   (131,689 )   (152,915 )   (66,732 )   (76,520 )

Other operating expenses

    (62,311 )   (52,306 )   (68,837 )   (31,351 )   (34,331 )

Depreciation

    (8,962 )   (8,634 )   (6,989 )   (3,467 )   (3,560 )

Amortization of players' registrations

    (37,641 )   (40,087 )   (39,245 )   (20,006 )   (20,020 )

Operating expenses — exceptional items

    (3,097 )   (2,775 )   (4,667 )       (2,026 )
                       

Total operating expenses

    (235,131 )   (235,491 )   (272,653 )   (121,556 )   (136,457 )

Profit on disposal of players' registrations

    80,185     13,385     4,466     2,240     5,830  
                       

Operating profit

    123,530     64,310     63,254     37,174     44,433  
                       

Finance costs

    (118,743 )   (110,298 )   (52,960 )   (33,803 )   (32,062 )

Finance income

    1,317     1,715     1,710     1,023     478  
                       

Net finance costs

    (117,426 )   (108,583 )   (51,250 )   (32,780 )   (31,584 )
                       

Profit/(loss) on ordinary activities before taxation

    6,104     (44,273 )   12,004     4,394     12,849  

Tax (expense)/credit

    (844 )   (3,211 )   986     3,399     24,252  
                       

Profit/(loss) for the period from continuing operations

    5,260     (47,484 )   12,990     7,793     37,101  
                       

Attributable to:

                               

Owners of the Company

    5,343     (47,757 )   12,649     7,664     36,949  

Non-controlling interest

    (83 )   273     341     129     152  

Basic and diluted earnings/(loss) per share (Pounds Sterling)

    5.40     (48.24 )   12.78     7.74     37.32  

Weighted average number of shares

    990     990     990     990     990  

40


 
  Year ended June 30,
(audited)
  Six months ended
December 31,
(unaudited)
 
 
  2009   2010   2011   2010   2011  
 
  (in £ thousands, except share and per share data)
 

Other Data:

                               

Commercial revenue

    65,977     77,322     103,369     52,898     62,206  

Analyzed as:

                               

Sponsorship revenue

    37,220     40,938     54,925     29,960     34,953  

Retail, merchandising, apparel & products licensing revenue

    23,250     26,471     31,268     14,494     16,795  

New media & mobile revenue

    5,499     9,913     17,176     8,444     10,458  

EBITDA(1)

    170,133     113,031     109,488     60,707     68,013  

Adjusted EBITDA(1)

    93,045     102,421     109,689     58,467     64,209  

Net cash generated from/(used in) investing activities

    40,178     (35,119 )   (18,569 )   (16,747 )   (63,321 )

 

 
  As of June 30,
(audited)
  As of
December 31,
(unaudited)
 
 
  2009   2010   2011   2011  
 
  (in £ thousands)
 

Balance Sheet Data (at period end):

                         

Cash and cash equivalents

    150,530     163,833     150,645     50,900  

Total assets

    993,644     989,670     1,017,188     904,222  

Total liabilities

    987,106     1,030,611     796,765     646,062  

Total equity

    6,538     (40,941 )   220,423     258,160  

(1)
We define EBITDA as profit/(loss) for the period from continuing operations before net finance costs, tax (expense)/credit, depreciation, and amortization of players' registrations, and we define Adjusted EBITDA as EBITDA adjusted for the items set forth in the table below. EBITDA and Adjusted EBITDA are non-IFRS measures and not uniformly or legally defined financial measures. Such measures are not a substitute for IFRS measures in assessing our overall financial performance. Because EBITDA and Adjusted EBITDA are not measurements determined in accordance with IFRS, and are susceptible to varying calculations, EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures presented by other companies. Adjusted EBITDA is included in this prospectus because it is a measure of our operating performance and we believe that Adjusted EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies in industries similar to ours. We also believe Adjusted EBITDA is useful to our management and investors as a measure of comparative operating performance from period to period and among companies as it is reflective of changes in pricing decisions, cost controls and other factors that affect operating performance, and it removes the effect of our capital structure (primarily interest expense), asset base (primarily depreciation and amortization) and items outside the control of our management (primarily income taxes and interest income and expense). Our management also uses Adjusted EBITDA for planning purposes, including the preparation of our annual operating budget and financial projections. EBITDA and Adjusted EBITDA have limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for an analysis of our results as reported under IFRS as issued by IASB.

41


The following is a reconciliation of EBITDA and Adjusted EBITDA to profit for the year from continuing operations for the periods presented:


 
  Year ended June 30,
(audited)
  Six months ended
December 31,
(unaudited)
 
 
  2009   2010   2011   2010   2011  
 
  (in £ thousands)
 

Profit/(loss) for the period from continuing operations

    5,260     (47,484 )   12,990     7,793     37,101  

Adjustments

                               

Net finance costs

    117,426     108,583     51,250     32,780     31,584  

Tax expense/(credit)

    844     3,211     (986 )   (3,399 )   (24,252 )

Depreciation

    8,962     8,634     6,989     3,467     3,560  

Amortization of players' registrations

    37,641     40,087     39,245     20,006     20,020  
                       

EBITDA

    170,133     113,031     109,488     60,707     68,013  

Adjustments

                               

Profit on disposal of players' registrations

    (80,185 )   (13,385 )   (4,466 )   (2,240 )   (5,830 )

Operating expenses — exceptional items

    3,097     2,775     4,667         2,026  
                       

Adjusted EBITDA

    93,045     102,421     109,689     58,467     62,309  

42


MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The consolidated financial statements included elsewhere in this prospectus, which are the subject of the following discussion and analysis, are those of Red Football Shareholder Limited and its consolidated subsidiaries. We have historically conducted our business through Red Football Shareholder Limited and its subsidiaries, and therefore our historical financial statements present the financial condition and the results of operations of Red Football Shareholder Limited. Upon consummation of the Reorganization Transactions, Red Football Shareholder Limited will become our wholly-owned subsidiary. The following discussion and analysis of our financial condition and results of operations is based on and should be read in conjunction with the consolidated financial statements and the related notes of Red Football Shareholder Limited included elsewhere in this prospectus for each of the years ended June 30, 2009, 2010 and 2011, and for each of the six months ended December 31, 2010 and 2011. The consolidated financial statements of Red Football Shareholder Limited have been prepared in accordance with IFRS as issued by IASB, which may differ in material respects from generally accepted accounting principles in other jurisdictions, including the United States. This discussion includes forward-looking statements which, although based on assumptions that we consider reasonable, are subject to risks and uncertainties that could cause actual events or conditions to differ materially from those expressed or implied herein. For a discussion of some of those risks and uncertainties, see the sections entitled "Special Note Regarding Forward-Looking Statements" and "Risk Factors." Many of the amounts and percentages in this discussion and analysis have been rounded for convenience of presentation.

Overview

We are one of the most popular and successful sports teams in the world, playing the most popular sport on Earth. Through our 134-year heritage we have won 60 trophies, enabling us to develop one of the world's leading brands and a global community of 659 million followers. Our large, passionate community provides Manchester United with a worldwide platform to generate significant revenue from multiple sources, including sponsorship, merchandising, product licensing, new media & mobile, broadcasting and matchday. We attract leading global companies such as Nike, Aon and DHL that want access and exposure to our community of followers and association with our global brand.

How We Generate Revenue

We operate and manage our business as a single reporting segment — the operation of a professional sports team. We review our revenue through three principal sectors — commercial, broadcasting and matchday — and within the commercial revenue sector, we have three revenue streams which monetize our global brand: sponsorship revenue retail; merchandising, apparel & product licensing revenue; and new media & mobile revenue.

Revenue Drivers

Commercial

Our fastest growing source of revenue is derived from sponsors and commercial partners. We generate our commercial revenue with low fixed costs and small incremental costs for each additional sponsor, making our commercial operations a relatively high margin and scalable part of our business and a principal driver of growth for our overall profitability. Our commercial revenue was £103.4 million for the year ended June 30, 2011.

43


Sponsorship

We monetize the value of our global brand and community of followers through marketing and sponsorship relationships with leading international and regional companies across all geographies. We typically contract with our commercial sponsors in 2-5 year terms and have demonstrated an ability to increase the value of these relationships over time by either renewing our existing contracts at higher prices or by marketing new opportunities for sponsorship agreements. For example, Aon became our exclusive shirt sponsor in June 2010 and this sponsorship is currently contracted through the end of the 2013/14 season. Revenue from our Aon shirt sponsorship will be approximately £20 million for each of the remaining seasons under our current contract in addition to a financial services agreement worth approximately £3.2 million per year. This represents a material increase from the AIG shirt sponsorship deal, which was worth approximately £14.1 million per season. Total sponsorship revenue has increased from £37.2 million to £40.9 million to £54.9 million in each of the years ended June 30, 2009, 2010 and 2011, respectively, driven by new and renewal contracts with incremental pricing increases. More recently, we signed a training kit partnership with DHL in 2011, which is contracted through the end of the 2014/15 season, creating a new sponsorship category and source of revenue.

Retail, Merchandising, Apparel & Product Licensing

We market and sell competitive sports apparel, training wear and other clothing featuring the Manchester United brand on a global basis. In addition, we also sell other products, ranging from coffee mugs to bed spreads, featuring the Manchester United brand and trademarks. These products are distributed through Manchester United branded retail centers and our e-commerce platform, as well as through our partners' wholesale distribution channels.

Nike currently manages our retail, merchandising, apparel & product licensing operations pursuant to the terms of a 13 year agreement, expiring in 2015, which guarantees us an aggregate minimum of £303 million in sponsorship and licensing fees. In return for its rights under the agreement, Nike pays us an annual installment in respect of the £303 million minimum consideration. For the years ended June 30, 2009, 2010, and 2011, our agreement with Nike generated revenue of £23.2 million, £23.3 million and £25.4 million, respectively, and for the years ending June 30, 2012, 2013, 2014 and 2015, subject to certain reductions in the event we fail to perform in the Premier League or qualify for the Champions League, will generate minimum revenue of £25.4 million, £25.4 million, £25.3 million and £25.4 million, respectively, providing a steady revenue stream during that period. Our agreement with Nike is the only partnership or sponsorship contract with such performance-related reductions.

In addition, net profit (over and above the guaranteed revenue noted above) generated by Nike over the duration of the contract from the licensing, merchandising, and retail operations are shared equally between us and Nike. We recognize revenue from our portion of the cumulative profit share in our income statement only when a reliable estimate of the future performance of the contract can be obtained and only to the extent that the recognized amount of the profit share is considered probable on a cumulative basis at the end of the contract following the 2014/15 season. See " — Liquidity and Capital Resources" and " — Critical Accounting Policies and Judgments." Our retail, merchandising, apparel & product licensing revenue from both the minimum guarantee and the profit share was £31.3 million for the year ended June 30, 2011.

New Media & Mobile

Due to the power of our brand and the quality of our content, we have formed mobile telecom partnerships in 44 countries which enable our partners to attract and retain subscribers and drive their revenue. In addition, we market content directly to our followers through our website, www.manutd.com, and associated mobile properties. Our new media & mobile revenue was £5.5 million, £9.9 million, and £17.2 million for the years ended June 30, 2009, 2010 and 2011, respectively. While we currently have mobile telecom

44


partnerships in 44 countries, our new media & mobile revenue for the year ended June 30, 2011 reflected mobile telecom partnerships in 38 countries.

Broadcasting

We benefit from the distribution of live football content directly from the revenue we receive and indirectly through increased global exposure for our commercial partners. Broadcasting revenue is derived from our share of the global television rights relating to the Premier League, Champions League and other competitions. The growing popularity of the Premier League and Champions League in international markets and the associated increases in media rights values have been major drivers of the increase in our overall broadcasting revenue in recent years. By way of example, United Kingdom and Ireland media rights for the Premier League grew from £682 million per year under the previous three year contract to £703 million per year under the current three year contract, and international rights grew from £237 million per year under the previous three year contract to £456 million per year under the current three year contract. Media rights for the Champions League grew from €635 million per season under the previous three year contract to approximately €865 million per season under the current three year contract. Our share of the revenue under the Premier League broadcasting rights contract amounted to £52.0 million, £53.0 million and £60.2 million for the 2008/09, 2009/10, and 2010/11 seasons, respectively, and our share of the revenue under the Champions League broadcasting rights contract amounted to €38.3 million, €45.8 million and €53.8 million for the 2008/09, 2009/10, and 2010/11 seasons, respectively. Our participation in the Premier League and Champions League (and consequently, our receipt of the revenue generated by these broadcasting contracts) is predicated on the success of our first team, and if our first team fails to qualify for the Champions League or is relegated from the Premier League in any given season, our Broadcasting revenue for that and subsequent fiscal years will be adversely impacted. In addition, our global television channel, MUTV, delivers Manchester United programming to 54 countries around the world. Our broadcasting revenue was £117.2 million for the year ended June 30, 2011.

Matchday

Matchday revenue is a function of the number of games played at Old Trafford, the size and seating composition of Old Trafford, attendance at our matches and the prices of tickets and hospitality sales. A significant driver of matchday revenue is the number of home games we play at Old Trafford, which is based on 19 Premier League matches and any additional matches resulting from the success of our first team in the FA Cup, League Cup and Champions League. Average attendance for our home Premier League matches has been approximately 99% for each season since the 1997/98 season, with strong attendance for Champions League, FA Cup and League Cup matches.

We have recently increased overall matchday revenue by restructuring the composition of our stadium, with a particular emphasis on developing premium seating and hospitality facilities to enhance our overall matchday profitability. As part of this effort, we have invested in new and refurbished multi-seat suites as well as improvements to our premium seats and associated facilities. Enhancements to hospitality facilities have been a key driver of improved overall margins from our matchday ticket sales.

We have also changed the composition of our general admission seats, improving the mix of ticketing options and developing a categorized approach for ticket pricing across each of our different seating options within the stadium. As a result, since the 2005/06 season, the weighted average general admission ticket prices for our Premier League matches played at Old Trafford increased at a compound annual growth rate of 5.8%. Our matchday revenue was £110.8 million for the year ended June 30, 2011.

45


Other Factors That Affect Our Financial Performance

Employee benefit expenses

Player and staff compensation comprise the majority of our operating costs. Of our total operating costs, player costs, which consist of salaries, bonuses, benefits and national insurance contributions are the primary component. Compensation to non-player staff, which includes our manager and coaching staff, also accounts for a significant portion. Competition from top clubs in the Premier League and Europe has resulted in increases in player and manager salaries, forcing clubs to spend an increasing amount on player and staff compensation, and we expect this trend to continue.

Other operating expenses

Our other operating expenses include certain variable costs such as matchday catering, policing, security stewarding and cleaning at Old Trafford, visitor gateshare for domestic cups, and costs related to the delivery on media and commercial sponsorship contracts. Other operating expenses also include certain fixed costs, such as operating lease costs and property costs, maintenance, human resources, training and developments costs, and professional fees.

Amortization and depreciation

We amortize the capitalized costs associated with the acquisition of players' registrations. These costs are amortized over the period of the employment contract agreed with a player. If a player extends his contract prior to the end of the pre-existing period of employment, the remaining unamortized portion of the acquisition cost is amortized over the period of the new contract. Changes in amortization of the costs of players' registrations from year to year and period to period reflect additional transfer fees paid for the acquisition of players, the impact of contract extensions and the disposal of players' registrations.

Depreciation primarily reflects a straight-line depreciation on investments made in tangible fixed assets. Depreciation over the periods under review results primarily from the depreciation of Old Trafford and in recent years from improvements to Old Trafford completed at the beginning of the 2006/07 season and incremental improvements made to Old Trafford over each of the subsequent seasons.

Exceptional items

Exceptional operating costs are those costs that in management's judgment need to be disclosed by virtue of their size, nature or incidence in order to provide a proper understanding of our results of operations and financial condition.

Profit on disposal of players' registrations

We recognize profits or losses on the disposal of players' registrations in our income statement. Acquisitions and disposals of players are discretionary and we make transfer decisions based upon the requirements of our first team and the overall availability of players.

Finance costs

A key component of our expenses during each of the past three fiscal years has been interest costs. Although we expect to reduce our leverage over time, we expect interest expense to continue to be a significant component of our expenses. See "—Indebtedness."

46


Taxes

During each of the three years ended June 30, 2009, 2010 and 2011, our principal operating subsidiaries were tax residents in the United Kingdom. During the years ended June 30, 2009 and 2010, we were subject to a statutory tax rate of 28.0% and in the year ended June 30, 2011, we were subject to an effective tax rate of 27.5%. However, as a result of operating at a net loss in the year ended June 30, 2010, we did not pay UK corporation tax in respect of that year. In addition, losses carried forward from previous years and other factors meant we did not pay UK corporation tax in the year ended June 30, 2009. Primarily as a result of the utilization of previously unrecognized tax losses, cash tax payments have been lower than cash tax payments that would be due if calculated by applying the statutory rate of tax to the accounting profit without application of such unrecognized tax losses.

Following the Reorganization Transactions, we believe that although we will be organized as a Cayman Islands corporation, we will be treated as a US domestic corporation for US federal income tax purposes. As a result, our worldwide income will be subject to US and UK taxes at a minimum US statutory and estimated effective rate of 35%. We expect to receive a credit in the United States for the UK taxes paid and therefore we do not expect to be double taxed on our income. We expect our total cash tax rate to be lower than the effective tax rate of 35% due to future US tax deductions related to differences in the book and tax basis of our assets as of the date of the reorganization. We may also be subject to US state and local income (franchise) taxes based generally upon where we are doing business. These tax rates vary by jurisdiction and the tax base. Generally, state and local taxes are deductible for US federal income tax purposes. Furthermore, because most of our subsidiaries are disregarded from their owner for US federal income tax purposes, we will not be able to control the timing of much of our US federal income tax exposure. In calculating our liability for US federal income tax, however, certain of our deductible expenses will be higher than the amount of those same expenses under UK corporation tax rules, owing to differences in the relevant rules of the two jurisdictions and the related difference in the opening book versus tax basis of our assets and liabilities. Finally, our UK tax liability can be credited against our US federal income tax liabilities, subject to US rules and limitations. Nevertheless, over time we expect to pay higher amounts of tax than had we remained solely liable to tax in the United Kingdom. As a result, over time we do not expect our future taxation, either with respect to nominal tax rates, effective tax rates or total liability, to be comparable to those we experienced in the past three fiscal years.

Seasonality

We experience seasonality in our sales and cash flow, limiting the overall comparability of interim financial periods. In any given interim period, our total revenue can vary based on the number of games played in that period, which affects the amount of matchday and broadcasting revenue recognized. Similarly, certain of our costs derive from hosting games at Old Trafford, and these costs will also vary based on the number of games played in the period. We historically recognize the most revenue in our second and third fiscal quarters due to the scheduling of matches. However, as a result of a strong performance by our first team in the Champions League and domestic cups, which could result in significant additional broadcasting and matchday revenue, we may also recognize the most revenue in our fourth fiscal quarter in those years.

47


Results of Operations

The following table shows selected audited consolidated income statement data for the years ended June 30, 2009, 2010 and 2011, and unaudited condensed consolidated income statement data for the six months ended December 31, 2010 and 2011.


 
  Year ended June 30,
(audited)
  Six months ended
December 31,
(unaudited)
 
 
  2009   2010   2011   2010   2011  
 
  (in £ thousands)
 

Income Statement Data:

                               

Revenue

    278,476     286,416     331,441     156,490     175,060  
                       

Analyzed as:

                               

Commercial revenue

    65,977     77,322     103,369     52,898     62,206  

Broadcasting revenue

    98,013     103,276     117,249     52,620     59,571  

Matchday revenue

    114,486     105,818     110,823     50,972     53,283  
                       

Operating expenses — before exceptional items

    (232,034 )   (232,716 )   (267,986 )   (121,556 )   (136,547 )
                       

Analyzed as:

                               

Employee benefit expenses

    (123,120 )   (131,689 )   (152,915 )   (66,732 )   (76,520 )

Other operating expenses

    (62,311 )   (52,306 )   (68,837 )   (31,351 )   (34,331 )

Depreciation

    (8,962 )   (8,634 )   (6,989 )   (3,467 )   (3,560 )

Amortization of players' registrations

    (37,641 )   (40,087 )   (39,245 )   (20,006 )   (20,020 )

Operating expenses — exceptional items

    (3,097 )   (2,775 )   (4,667 )       (2,026 )
                       

Total operating expenses

    (235,131 )   (235,491 )   (272,653 )   (121,556 )   (136,457 )

Profit on disposal of players' registrations

    80,185     13,385     4,466     2,240     5,830  
                       

Operating profit

    123,530     64,310     63,254     37,174     44,433  
                       

Finance costs

    (118,743 )   (110,298 )   (52,960 )   (33,803 )   (32,062 )

Finance income

    1,317     1,715     1,710     1,023     478  
                       

Net finance costs

    (117,426 )   (108,583 )   (51,250 )   (32,780 )   (31,584 )
                       

Profit/(loss) on ordinary activities before taxation

    6,104     (44,273 )   12,004     4,394     12,849  

Tax (expense)/credit

    (844 )   (3,211 )   986     3,399     24,252  
                       

Profit/(loss) for the period from continuing operations

    5,260     (47,484 )   12,990     7,793     37,101  
                       

Attributable to:

                               

Owners of the Company

    5,343     (47,757 )   12,649     7,664     36,949  

Non-controlling interest

    (83 )   273     341     129     152  

Six Months Ended December 31, 2011 as Compared the Six Months Ended December 31, 2010

Revenue

Our consolidated revenue for the six months ended December 31, 2011 increased to £175.1 million, an increase of £18.6 million, or 11.9%, as compared to £156.5 million for the six months ended December 31, 2010, as a result of an increase in revenue in each of our principal sectors, as described below.

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Commercial revenue

Commercial revenue for the six months ended December 31, 2011 was £62.2 million, an increase of £9.3 million or 17.6% over the six months ended December 31, 2010. This increase was partly due to continued growth in sponsorship revenue generated by an increase in the number and value of our sponsors, together with the impact of the new training kit deal signed with DHL, as well as the success of our North America promotional tour. Our commercial revenue for the six months ended December 31, 2011 also reflects a £2.5 million increase in the partial recognition of the cumulative profit share associated with the Nike contract during this period. Sponsorship revenue for the six months ended December 31, 2011 was £35.0 million, an increase of £5.0 million, or 16.7%, over the six months ended December 31, 2010. Retail, merchandising, apparel & product licensing revenue for the six months ended December 31, 2011 was £16.8 million, an increase of £2.3 million, or 15.9%, over the six months ended December 31, 2010. New media & mobile revenue for the six months ended December 31, 2011 was £10.5 million, an increase of £2.0 million, or 23.9%, over the six months ended December 31, 2010.

Broadcasting revenue

Broadcasting revenue for the six months ended December 31, 2011 was £59.6 million, an increase of £7.0 million or 13.2% over the six months ended December 31, 2010. The increase in broadcasting revenue during the six months ended December 31, 2011 was predominantly the result of an increase in Champions League revenue distributions from UEFA. In particular, this increase was the result of receiving a £2.0 million final payment from UEFA relating to the 2010/11 Champions League competition in the first quarter of fiscal year 2012 as a result of competing in the Champions League final.

Matchday revenue

Matchday revenue for the six months ended December 31, 2011 was £53.3 million, an increase of £2.3 million or 4.5% over the six months ended December 31, 2010. Matchday revenue was £2.3 million higher in the six months ended December 31, 2011 as compared to the same period for the previous year due to improved seasonal and matchday hospitality sales.

Operating expenses

Employee benefit expenses

Employee benefit expenses for the six months ended December 31, 2011 were £76.5 million, an increase of £9.8 million or 14.7% over the six months ended December 31, 2010. This increase largely relates to growth in player remuneration, driven by new player acquisitions and further contractual negotiations, together with increased costs and headcount arising from the continued growth in our sponsorship and commercial operations.

Other operating expenses

Other operating expenses for the six months ended December 31, 2011 were £34.3 million, an increase of £3.0 million or 9.5% over the six months ended December 31, 2010. This increase relates to costs associated with our North America promotional tour in the first quarter of fiscal year 2012, and the growth in operating expenditure largely associated with the continued expansion of our commercial and media businesses.

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Amortization of players' registrations

Amortization of players' registrations for the six months ended December 31, 2011 was £20.0 million, which was largely in line with £20.0 million for the six months ended December 31, 2010. Increases in amortization due to player acquisitions (Phil Jones, David de Gea and Ashley Young) were largely offset by reductions due to contract extensions (Anderson, Chris Smalling and Antonio Valencia) and departed players.

Exceptional items

Exceptional items of £2.0 million were recognized for the six months ended December 31, 2011 relating to professional advisor fees in connection with a proposed public offering of shares. Exceptional items in the six months ended December 31, 2010 were £0.

Profit on disposal of players' registrations

Profit on disposal of players for the six months ended December 31, 2011 was £5.8 million, an increase of £3.6 million over the six months ended December 31, 2010. The profit on disposal of players for the six months ended December 31, 2011 relates to the disposals of Gabriel Obertan (transferred to Newcastle), Wes Brown and John O'Shea (transferred to Sunderland). For the six months ended December 31, 2010, the profit on disposal of players related mainly to the transfers of Craig Cathcart and Rodrigo Possebon, with additional trigger payments being received for players previously transferred.

Net finance costs

Net finance costs for the six months ended December 31, 2011 were £31.6 million, a decrease of £1.2 million over the six months ended December 31, 2010. The main reason for this decrease is that interest payable on our secured payment in kind loan decreased by £14.3 million, from £14.3 million in the six months ended December 31, 2010 to £0 in the six months ended December 31, 2011, due to the repayment of this loan and the accelerated write-off of amortization costs upon repayment of the secured payment in kind loan. Additionally, interest payable on our senior secured notes decreased by £3.6 million, from £22.2 million in the six months ended December 31, 2010 to £18.6 million in the six months ended December 31, 2011, due to the repurchase of a portion of our outstanding senior secured notes. These decreases were partly offset by an unrealized loss of £7.4 million on the translation of our US dollar denominated senior secured notes in the six months ended December 31, 2011 compared to an unrealized gain of £9.6 million for the six months ended December 31, 2010, as well as a premium of £2.2 million paid on further repurchases of our senior secured notes in the six month period ended December 31, 2011.

Tax (expense)/credit

The tax credit for the six months ended December 31, 2011 was £24.3 million, an increase of £20.9 million over the tax credit of £3.4 million for the six months ended December 31, 2010. The increase resulted from the recognition of a previously unrecognized deferred tax asset of £21.3 million. This asset related to previously unrecognized tax losses.

Year Ended June 30, 2011 as Compared to the Year Ended June 30, 2010

Revenue

Our consolidated revenue for the year ended June 30, 2011 increased to £331.4 million, an increase of £45.0 million, or 15.7%, as compared to the year ended June 30, 2010, as a result of an increase in revenue in each of our principal sectors, as described below.

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Commercial revenue

Commercial revenue for the year ended June 30, 2011 was £103.4 million, an increase of £26 million, or 33.7%, over the year ended June 30, 2010. The increase in commercial revenue reflects a £17.8 million increase in revenue from our shirt sponsorship with Aon, which began in June 2010. We also experienced an increase in commercial revenue from the activation of several new global and regional sponsorships. In addition, additional profit share pursuant to the arrangement with Nike recognized in the years ended June 30, 2010 and 2011 amounted to, £3.2 million and £5.7 million, respectively. We also generated £5.4 million in appearance fees from exhibition games and promotional tours in the year ended June 30, 2011 as compared to £2.9 million in the year ended June 30, 2010. Sponsorship revenue for the year ended June 30, 2011 was £54.9 million, an increase of £14.0 million, or 34.2%, over the year ended June 30, 2010. Retail, merchandising, apparel & product licensing revenue for the year ended June 30, 2011 was £31.3 million, an increase of £4.8 million, or 18.1%, over the year ended June 30, 2010. New media & mobile revenue for the year ended June 30, 2011 was £17.2 million, an increase of £7.3 million, or 73.3%, over the year ended June 30, 2010. The increase in new media & mobile revenue of £7.3 million relates to the commencement of new mobile partnerships and increased payments from existing partnerships in the year ended June 30, 2011.

Broadcasting revenue

Broadcasting revenue for the year ended June 30, 2011 was £117.2 million, an increase of £14.0 million, or 13.6%, over the year ended June 30, 2010. Broadcasting revenue increased steadily during each of the years ended June 30, 2010 and 2011 primarily as a result of an increase in the distributions from UEFA for all participants in the Champions League, as well as increased revenue from the Premier League media rights package agreed in 2010. In the 2010/11 season, we repeated as champions of the Premier League and reached the finals of the Champions League, drawing greater broadcasting distributions from both competitions. Our total Champions League broadcasting revenue increased in fiscal year 2011 as a result of our progress to the Champions League final, which delivered higher participation fees and increased our overall share of the 2010/11 performance market pool available to English clubs. In addition, new Premier League media contracts beginning in the 2010/11 season led to increased broadcasting revenue, particularly from the sale of international media rights, from which our distribution increased by approximately 80% compared with the previous contract. We also experienced a modest increase in domestic cup broadcasting revenue as a result of progression to the semi-finals of the FA Cup.

Matchday revenue

Matchday revenue for the year ended June 30, 2011 was £110.8 million, an increase of £5.0 million, or 4.7%, over the year ended June 30, 2010. We played 29 home matches during the 2010/11 season, one more than the previous season, as a result of reaching the Champions League final in 2011 and having played the same number of domestic cup matches at home. Our progress in the FA Cup and the Champions League resulted in strong attendances in all games as well as increased revenue from matchday hospitality sales. In addition, gateshare from the Champions League final, played at Wembley Stadium, is reflected in our matchday revenue. Weighted average ticket prices remained flat in the 2010/11 season compared with the 2009/10 season. We also experienced an increase in appearance fees from tours. These increases were partially offset by an increase in VAT on ticket sales in January 2011 (from 17.5% to 20.0%), the cost of which reduced our matchday revenue for fiscal year 2011.

Operating expenses

Operating expenses were £272.7 million in fiscal year 2011, representing an increase of approximately 15.6% from £235.5 million in fiscal year 2010.

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Employee benefit expenses

Employee benefit expenses for the year ended June 30, 2011 were £152.9 million, an increase of £21.2 million or 16.1% over the year ended June 30, 2010. The increasingly competitive global market for football players continues to be a primary driver of staff costs. Throughout the two years ended June 30, 2011, our employee benefit expenses increased as a result of increases to player compensation reflecting our ongoing strategy of investing in our first team. There have also been increases to our overall number of employees, driven in large part by the expansion of our commercial and media operations.

During the 2010/11 season, we were once again champions of the Premier League and reached the finals of the Champions League, resulting in higher bonuses paid to our players and non-player staff in 2011. Employee benefit expenses also increased as a result of certain strategic new hires across the business and an overall increase in the number of employees.

Other operating expenses

Other operating expenses for the year ended June 30, 2011 were £68.8 million, an increase of £16.5 million or 31.6% over the year ended June 30, 2010. Other operating expenses depend on the performance of the business and the number of home matches we play during the season. In addition, we have incurred additional costs relating to the expansion of our commercial operations, and in particular support for our sponsorship sales and marketing teams. In the 2010/11 season, we played one additional home match compared to the 2009/10 season. We also incurred additional costs related to reaching the Champions League final in the 2010/11 season and our promotional tours. The increase in other operating expenses in the year ended June 30, 2011 also reflects a change from a guaranteed minimum revenue model to a revenue share less costs model with respect to the MUTV international broadcasting rights. See "Business — Revenue Sectors — Broadcasting — MUTV."

Amortization of players' registrations

Amortization of players' registrations for the year ended June 30, 2011 was £39.2 million, which was largely in line with £40.1 million for the year ended June 30, 2010. Increases in amortization due to player acquisitions during the year (mainly Javier Hernandez and Bebe) were largely offset by reductions due to contract extensions (mainly Nani, Wayne Rooney and Nemanja Vidic) and departed players (mainly Zoran Tosic).

Exceptional items

Exceptional items of £4.7 million were recognized for the year ended June 30, 2011, of which £2.7 million related to professional advisory fees in connection with a proposed public offering of shares and a £2.0 million impairment of investment property. During 2010 charges of £2.8 million were recognized, primarily relating to an onerous lease provision.

Profit on disposal of players' registrations

Profit on disposal of players' registrations for the year ended June 30, 2011 was £4.5 million, a decrease of £8.9 million over the year ended June 30, 2010, reflecting the sale of non-first team players.

Net finance costs

Net finance costs for the year ended June 30, 2011 were £51.3 million, a decrease of £57.3 million as compared to £108.6 million for year ended June 30, 2010. The main reasons for this decrease are the £16.4 million unrealized gain on the translation of our US dollar denominated senior secured notes due to a weakening of the dollar relative to sterling in our fiscal year 2011, and the £19.3 million unrealized loss on the translation of our US dollar denominated senior secured notes due to a strengthening of the dollar

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relative to sterling in our fiscal year 2010. We also realized a £11.9 million one-time charge related to terminated interest rate swap agreements in the year ended June 30, 2010. Additionally, net interest payable on our indebtedness decreased from £70.4 million for the year ended June 30, 2010 to £59.0 million in the year ended June 30, 2011, a decrease of £11.4 million.

Tax (expense)/credit

The tax credit for the year ended June 30, 2011 was £1.0 million as compared with an income tax expense of £3.2 million for the year ended June 30, 2010. Our income tax credit for the year ended June 30, 2011 was mainly impacted by the tax on taxable profit arising during the year ended June 30, 2011 of £4.3 million, the re-measurement of deferred tax due to the reduction in the UK corporation tax rate during 2011 resulting in a credit of £4.2 million, the utilization of previously unrecognized tax losses of £5.3 million, and additional tax charged in 2011 arising from non-deductible expenses for tax purposes. The increase in expenses that are not deductible for tax purposes was mainly related to the expenses charged in the proposed public offering of shares during the year of £ 2.9 million. Furthermore, additional deferred tax liabilities of £2.2 million were recognized, as a change in estimate, following submission of prior year tax computations.

Years Ended June 30, 2010 as Compared to the Year Ended June 30, 2009

Revenue

Our consolidated revenue for the year ended June 30, 2010 increased to £286.4 million, an increase of £7.9 million or 2.9% as compared to the year ended June 30, 2009, as a result of the performance in each of our principal sectors, as described below.

Commercial revenue

Commercial revenue for the year ended June 30, 2010 was £77.3 million, an increase of £11.3 million or 17.2% over £66.0 million for the year ended June 30, 2009. Additional profit share pursuant to the arrangement with Nike was initially recognized in the year ended June 30, 2010 in the amount of £3.2 million. We also generated £2.9 million in appearance fees from exhibition games and promotional tours in the year ended June 30, 2010. Sponsorship revenue for the year ended June 30, 2010 was £40.9 million, an increase of £3.7 million, or 10.0%, over the year ended June 30, 2009. Retail, merchandising, apparel & product licensing revenue for the year ended June 30, 2010 was £26.5 million, an increase of £3.2 million or 13.9% over the year ended June 30, 2009. New media & mobile revenue for the year ended June 30, 2010 was £9.9 million, an increase of £4.4 million, or 80.3%, over the year ended June 30, 2009.

Broadcasting revenue

Broadcasting revenue for the year ended June 30, 2010 was £103.3 million, an increase of £5.3 million or 5.4% over £98.0 million for the year ended June 30, 2009. Broadcasting revenue increased during each of the years ended June 30, 2009 and 2010, primarily as a result of an increase in the distributions from UEFA for all participants in the Champions League as well as increased revenue from the Premier League media rights package agreed in 2010. In the 2008/09 season, our runner-up finish in the Champions League resulted in greater media distributions from UEFA compared with the 2009/10 season. In addition, we received a lower merit payment from the Premier League in the 2009/10 season compared to the 2008/09 season as a result of finishing second. However, these decreases were more than offset by underlying growth in broadcasting revenue from the media rights for the Champions League that began in the 2009/10 season.

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Matchday revenue

Matchday revenue for the year ended June 30, 2010 was £105.8 million, a decrease of £8.7 million or 7.6% from £114.5 million for the year ended June 30, 2009. We played 30 home matches during the 2008/09 season but only 28 in the 2009/10 season as a result of reaching the Champions League final in 2009 compared with only the quarter-finals in 2010. We also played one less home domestic cup match and three fewer away domestic cup matches in the 2009/10 season compared with the 2008/09 season. The decrease in revenue from playing fewer home matches was partially offset by the increase in weighted average ticket prices of approximately 2.6% from the 2008/09 season to the 2009/10 season.

Operating expenses

Operating expenses were £235.5 million in fiscal year 2010, representing an increase of approximately 0.2% from £235.1 million in fiscal year 2009.

Employee benefit expenses

Employee benefit expenses for the year ended June 30, 2010 were £131.7 million, an increase of £8.6 million or 7.0% over £123.1 million for the year ended June 30, 2009. The increasingly competitive global market for football players continues to be a primary driver of staff costs. Throughout the two years ended June 30, 2010, our employee benefit expenses have increased as a result of increases to player compensation reflecting our ongoing strategy of investing in our first team. There have also been increases to our overall number of employees, driven in large part by the expansion of our commercial and media operations. Increases to staff salaries during the year ended June 30, 2010 were partially offset by a reduction in bonuses paid as a result of finishing second in the Premier League and only reaching the quarter-finals of the Champions League.

Other operating expenses

Other operating expenses for the year ended June 30, 2010 were £52.3 million, a decrease of £10.0 million or 16.1% from £62.3 million for the year ended June 30, 2009. Other operating expenses depend on the performance of our business and the number of home matches we play during the season. In addition, we have incurred additional costs relating to the expansion of our commercial operations, and in particular support for our sponsorship sales and marketing teams. Our other operating expenses decreased in the 2009/10 season compared with 2008/09 as a result of playing two fewer home matches. In the 2008/09 season, we incurred additional costs related to reaching the Champions League final which were not repeated in the 2009/10 season.

Amortization of players' registrations

Amortization of players' registrations for the year ended June 30, 2010 was £40.1 million, an increase of £2.4 million, or 6.5%, over £37.6 million for the year ended June 30, 2009. This increase was primarily due to the acquisitions of new players, in particular Antonio Valencia, Mame Diouf and Gabriel Obertan. The increased amortization associated with these acquisitions was partially offset by the disposals of Carlos Tevez and Cristiano Ronaldo.

Exceptional items

Exceptional items of £2.8 million were recognized for the year ended June 30, 2010, primarily relating to an onerous lease provision, compared to exceptional items of £3.1 million for the year ended June 30, 2009 which comprised impairment of investment property amounting to £1.9 million, recognition of a pension scheme deficit of £0.8 million and the remaining amount relating to an onerous lease provision.

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Profit on disposal of players' registrations

Profit on disposal of players' registrations for the year ended June 30, 2010 was £13.4 million, a decrease of £66.8 million from £80.2 million for the year ended June 30, 2009. This reflects the sale of a particularly valuable player in 2009, which resulted in an unusually high profit for that fiscal year.

Net finance costs

Net finance costs for the year ended June 30, 2010 were £108.6 million, a decrease of £8.8 million or 7.5% from £117.4 million for the year ended June 30, 2009. Net interest expense on our borrowings and cash and cash equivalents increased from £69.5 million in the year ended June 30, 2009 to £92.0 million in the year ended June 30, 2010, primarily as a result of unrealized foreign exchange losses relating to our US dollar tranche of senior secured notes. Including exceptional items, our net finance costs in the years ended June 30, 2009 and 2010 reflect exceptional losses from the fair value adjustments to interest rate swaps of £47.9 million and £11.9 million, respectively. Those swaps were linked to our senior secured facilities that were refinanced with proceeds from the issuance of our senior secured notes. For a further description of our debt, see " — Indebtedness" below.

Tax (expense)/credit

The tax expense for the year ended June 30, 2010 was £3.2 million as compared to £0.8 million for the year ended June 30, 2009. We recorded losses before taxation of £44.3 million but recognized no deferred tax asset in respect of these losses due to uncertainty around their accessibility. We had a deferred tax charge of £3.2 million for the year ended June 30, 2010, an increase of £0.4 million from £2.8 million for the year ended June 30, 2009, arising from reversal of timing differences. Our income tax expense for the year ended June 30, 2009 was mainly impacted by a change in estimate for income tax for the prior year of £2.0 million.

Liquidity and Capital Resources

Our primary cash requirements during the past three fiscal years stemmed from the payment of transfer fees for the acquisition of players' registrations, capital expenditure for the improvement of facilities at Old Trafford, payment of interest on our borrowings, employee benefit expenses and other operating expenses. Historically, we have met these cash requirements through a combination of operating cash flow and proceeds from the transfer fees from the sale of players. Our existing borrowings primarily consist of our senior secured notes, although we have in the past, and may from time to time in the future, purchase our senior secured notes in open market transactions. We have not retired any of our senior secured notes that we have purchased in the open market, instead choosing to carry them as assets on our balance sheet. We have no intention of retiring the senior secured notes that we hold on our balance sheet, however we may sell them in the future to satisfy our working capital requirements. Additionally, although we have not needed to draw any borrowings under our revolving credit facility since 2009, we have no intention of retiring our revolving credit facility and may draw on it in the future in order to satisfy our working capital requirements. We manage our cash flow interest rate risk where appropriate using interest rate swaps at contract lengths consistent with the repayment schedule of our long term borrowings. Such interest rate swaps have the economic effect of converting borrowings from floating rates to fixed rates. We also have foreign exchange rate forward contracts outstanding that we use to hedge our exposure to US dollar sponsorship revenue to the extent that it is not offset by the interest expense on US dollar denominated debt and euros for our distributions from UEFA. See " — Indebtedness" below.

Our business benefits from a favorable working capital position. We generate a significant amount of our cash through advance receipts, including season tickets (which include general admission season tickets and seasonal hospitality tickets), most of which are received prior to the end of June for the following season. Our broadcasting revenue from the Premier League and UEFA are paid periodically throughout the

55


season, with primary payments made in the late summer, December, January and the end of the football season. Our sponsorship and commercial revenue tends to be paid either quarterly or annually in advance. For example, we received £34.3 million at the commencement of our sponsorship agreement with Aon, which further provided that we receive bi-annual payments of £5.3 million at the beginning of our second and fourth quarters during the term of the sponsorship agreement. As a result, we receive a significant amount of our yearly cash at or near the beginning of our fiscal year, with a steady flow of the remaining cash received throughout the fiscal year.

Pursuant to our contract with Nike, we are entitled to share in the cumulative net profits (incremental to the guaranteed sponsorship and licensing fees) generated by Nike from the licensing, merchandising and retail operations. The annual installment Nike pays us in respect of the £303 million in minimum guaranteed sponsorship and licensing fees can be affected each year by the level of cumulative profits generated. Nike is required to pay us the cumulative profit share in cash as the first installment of the minimum guarantee in each fiscal year, with the balance (up to the portion of the minimum guarantee for that year) paid to us in equal quarterly installments. In the event the cumulative profit share paid to us in the first installment exceeds the portion of the minimum guarantee for that year, no additional payments are made for the remainder of the year. The excess of the amount received in cash from Nike above the minimum guarantee, if any, for any particular year is deemed to be the amount of cumulative profit retained in a particular year. At the end of the contract, we will receive a cash payment equal to the cumulative profit not previously retained, as described above. We are currently accruing cumulative profit share revenue on our balance sheet that will be paid to us by Nike at the end of the contract.

We also maintain a mixture of long-term and short-term debt finance in order to ensure that we have sufficient funds available for short-term working capital requirements and for investment in the playing squad and other capital projects.

Our cost base is more evenly spread throughout the fiscal year than our cash inflows. Employee benefit expenses and fixed costs constitute the majority of our cash outflows and are generally paid throughout the 12 months of the fiscal year. Our working capital levels tend to be at their lowest in December, in advance of Premier League and UEFA broadcasting receipts in January.

In addition, transfer windows for acquiring and disposing of players' registrations occur in January and the summer. During these periods, we may require additional cash to meet our acquisition needs for new players and we may generate additional cash through the sale of existing players. Depending on the terms of the agreement, transfer fees may be paid or received by us in multiple installments, resulting in deferred cash paid or received. Although we have not historically drawn on our revolving credit facility during the summer transfer window, if we seek to acquire players with values substantially in excess of the values of players we seek to sell, we may be required to draw on our revolving credit facility to meet our cash needs.

Acquisition and disposal of players also affects our current trade receivables and payables, which affects our overall working capital. Our current trade receivables include accrued income from sponsors as well as transfer fees receivable from other football clubs whereas our trade payables include primarily transfer fees and other associated costs in relation to the acquisition of player registrations.

Capital expenditures at Old Trafford

Our stadium, Old Trafford, remains one of our key assets and a significant part of the overall experience we provide to our followers. Old Trafford has been our home stadium since 1910 and has undergone significant changes over the years. To maintain the quality of service, enhance the fan experience and increase matchday revenue, we continually invest in the refurbishment and regeneration of Old Trafford. Following a substantial development prior to the 2006/07 season, we expanded seating capacity at Old Trafford from approximately 68,000 to 75,766. In addition, we have continued to invest in improving hospitality suites and catering facilities through refurbishment programs. For example, in the 2009/10 and 2010/11 seasons,

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we refreshed the East Stand, North Stand and West Stand multi-seat facilities. We record these investments as capital expenditures. Capital expenditure at Old Trafford was £3.8 million, £4.8 million and £7.3 million for the years ended June 30, 2009, 2010 and 2011 respectively. We typically invest approximately £3 million per year in maintenance capital expenditure with further investments in expansion capital expenditure as required.

In addition, we expect to spend approximately £5.0 million in each of our fiscal years 2012 and 2013 in connection with updating and expanding Carrington, our training facility, so that the technology and facilities we provide our players and medical staff continue to be state-of-the art.

New media capital expenditure

We intend to continue investing in our new media assets, including our website and digital media capabilities.

Net player capital expenditure

From the year ended June 30, 1998 to the year ended June 30, 2011, average net player capital expenditure represented a cash outflow of £14.3 million per fiscal year (excluding the sale of a player in the year ended June 30, 2009 that generated a significant cash inflow, average net player capital expenditure over the same period would have been a cash outflow of £20.1 million per fiscal year). Actual cash used or generated from net player capital expenditure is recorded on our statement of cash flow under net cash used or generated in investing activities.

Working Capital

Our directors confirmed that, as of the date of this prospectus, after taking into account our current cash and cash equivalents and our anticipated cash flow from operating and financing activities, we believe that we have sufficient working capital for our present requirements.

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Cash Flow

The following table summarizes the cash flow of Red Football Shareholder Limited for the years ended June 30, 2009, 2010 and 2011, and the six month periods ended December 31, 2010 and 2011:


 
 
 
  Year ended June 30,
(audited)
  Six Months Ended
December 31
(unaudited)
 
 
  2009   2010   2011   2010   2011  
 
  (in £ thousands)
 

Cash flow from operating activities

    111,186     103,537     125,140     35,344     19,834  

Interest paid

    (41,772 )   (35,645 )   (65,248 )   33,218     24,952  

Debt finance costs relating to borrowings

        (13,846 )   (118 )        

Interest received

    1,260     1,681     1,774     1,308     379  

Income tax refund/(paid)

    236     (2,618 )   (70 )   (58 )   (3,210 )
                       

Net cash generated from operating activities

    70,910     53,109     61,478     3,376     (7,949 )
                       

Cash flow from investing activities

                               

Purchases of property, plant and equipment (net of proceeds)

    (3,782 )   (4,702 )   (7,156 )   (4,984 )   (8,041 )

Purchases of players' registrations

    (55,220 )   (44,274 )   (25,369 )   (20,375 )   (52,289 )

Proceeds from sale of players' registrations

    99,180     13,857     13,956     8,612     4,373  
                       

Net cash generated from/(used in) investing activities

    40,178     (35,119 )   (18,569 )   (16,747 )   (63,321 )
                       

Cash flow from financing activities

                               

Proceeds from issue of ordinary shares

            249,105     249,105      

Proceeds from borrowings

    25,000     502,571              

Repayment of borrowings

    (35,303 )   (507,258 )   (304,750 )   (264,498 )   (28,377 )
                       

Net cash used in financing activities

   
(10,303

)
 
(4,687

)
 
(55,645

)
 
(15,393

)
 
(28,377

)
                       

Net increase/(decrease) in cash and cash equivalents

   
100,785
   
13,303
   
(12,736

)
 
(28,764

)
 
(99,647

)
                       

Cash flow from operating activities

Cash flow from operating activities represents our operating results and net movements in our working capital. Our working capital generally reflects cash received from the sale of tickets and hospitality and other matchday sales, broadcasting revenue from the Premier League and UEFA and sponsorship and commercial revenue. As a result of these consistent sources of revenue, our net cash inflow from operating activities tends to be relatively stable. Changes in working capital for the six months ended December 31, 2011 produced a cash outflow of £42.3 million, an increase of £19.2 million from a cash outflow of £23.1 million for the six months ended December 31, 2010. The increase in working capital movement compared to the six months ended December 31, 2010 is largely due to the timing of annual sponsorship receipts and increased sponsorship income, together with the timing of seasonal ticket and hospitality receipts, and higher bonus payments made relating to the previous financial year. In the year ended June 30, 2011, our cash flow from operating activities increased to £125.1 million in line with overall improvements to operating results. Our cash flow from operating activities for the year ended June 30,

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2010 was £103.5 million. Our cash flow from operating activities for the year ended June 30, 2009 was £111.2 million, which reflects an advance payment of £35.9 million as part of our shirt sponsorship agreement with Aon and offset by a £10.0 million loan from Manchester United Limited (UK) to certain of its directors.

Net cash generated from operating activities

Additional changes in cash generated from operating activities generally reflect our finance costs. Following the refinancing of our previously existing credit facilities through the issuance of our senior secured notes and the establishment of our revolving credit facility, we have eliminated our interest rate swaps on those facilities and currently pay fixed rates of interest on our debt obligations. The costs of both the issuance of senior secured notes and the repayment of existing borrowings were £13.8 million. As a result, our underlying finance costs decreased in January 2010 and cash outflows to service our debt have become more stable. However, in the year ended June 30, 2011, the payment of two interest payments on our senior secured notes, totaling £44.6 million, compared with no interest payments in the year ended June 30, 2010 (as the first interest payment occurred in August 2010), as well as premiums paid for our senior secured notes we repurchased in the market led to higher interest paid compared with the previous years. Net cash generated from operating activities was £70.9 million in the year ended June 30, 2009, compared to £53.1 million for the year ended June 30, 2010, and £61.5 million for the year ended June 30, 2011.

Net cash generated from/(used in) investing activities

Capital expenditure for the acquisition of players as well as for improvements to tangible property, principally at Old Trafford and Carrington, are funded through cash flow generated from operations, proceeds from the sale of players' registrations and, if necessary, from our revolving credit facility. Capital expenditure on the acquisition, disposal and trading of players tends to vary significantly from year to year depending on the requirements of our first team, overall availability of players, our assessment of their relative value and competitive demand for players from other clubs. By contrast, capital expenditure on the purchase of tangible fixed assets tends to remain relatively stable as we continue to make improvements at Old Trafford and invest in the expansion of our training facility at Carrington. As part of the planned investment for Carrington, we will enhance the viewing facilities to provide current and potential partners with unique access to the Manchester United experience.

For the six months ended December 31, 2011, net player capital expenditure was £47.9 million, an increase of £36.2 million from £11.8 million for the six months ended December 31, 2010. Player capital expenditure in the period mainly comprised expenditures for the acquisitions of David de Gea, Phil Jones and Ashley Young and payments relating to the disposals of Gabriel Obertan, Wes Brown and John O'Shea. The 2010/11 cash outflow includes payments relating to Javier "Chicharito" Hernandez and Bebe partially offset by a number of disposals including Frazier Campbell and Zoran Tosic and other appearance related payments. General capital expenditure for the six months ended December 31, 2011 was £15.4 million, an increase of £10.4 million from £5.0 million for the six months ended December 31, 2010. Capital expenditure in the period relates mainly to the expansion of our property portfolio around Old Trafford, upgrades to our corporate facilities and general development at Old Trafford. Capital expenditure in 2010/11 related to the ongoing upgrade and refurbishment of the executive boxes and suites throughout Old Trafford.

For the year ended June 30, 2011, net capital expenditure on the acquisition, disposal and trading of players' registrations resulted in a cash outflow of £11.4 million, reflecting the acquisition of the registrations of certain players offset by disposals. Net capital expenditure on the purchase of property, plant and equipment was a cash outflow of £7.2 million. As a result, net cash used in investing activities was £18.6 million.

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For the year ended June 30, 2010, net capital expenditure on the acquisition, disposal and trading of players' registrations resulted in a cash outflow of £30.4 million, reflecting the acquisition of the registrations of certain key players offset by disposals. Net capital expenditure on the purchase of property, plant and equipment was a cash outflow of £4.7 million. As a result, net cash used in investing activities was £35.1 million.

For the year ended June 30, 2009, net capital expenditure on the acquisition, disposal and trading of players' registrations resulted in a cash inflow of £44.0 million, reflecting the acquisition and disposal of the registrations of certain key players. This cash inflow is not part of a general trend, however, as average net player capital expenditure from the year ended June 30, 1998 to the year ended June 30, 2011 was a cash outflow of £14.3 million per fiscal year. Net capital expenditure on the purchase of property, plant and equipment was a cash outflow of £3.8 million. As a result, net cash generated from investing activities was £40.2 million.

Net cash used in financing activities

For the six months ended December 31, 2011, net cash flow from financing activities was £28.4 million, an increase of £13.0 million over a net cash outflow of £15.4 million for the six months ended December 31, 2010. During the six months ended December 31, 2011, we purchased £28.2 million (sterling equivalent) nominal value of our senior secured notes in open market transactions in the period. Net interest paid for the six months ended December 31, 2011 was £24.5 million, an increase of £7.3 million over £31.9 million for the six months ended December 31, 2010. The increase is due to the timing of certain interest payments offset by a reduction in the overall interest paid as a result of the increase in our senior secured notes held by us.

For the year ended June 30, 2011, net cash outflow from financing activities was £55.6 million as a result of the repayment of borrowings and other repayments of £304.7 million to the lenders under our payment in kind loan offset by the receipt of £249.1 million proceeds from the issuance of shares to our immediate shareholder. In addition, we repurchased £63.8 million of our senior secured notes in open market transactions during fiscal year 2011, but the value of the senior secured notes as assets on our balance sheet offset the cash outflow required to purchase our senior secured notes and therefore did not impact our total indebtedness in fiscal year 2011.

For the year ended June 30, 2010, net cash outflow from financing activities was £4.7 million, reflecting an increase in borrowings of £502.6 million as a result of the issuance of our senior secured notes and repayment of our previous credit facilities and other borrowings of £507.3 million.

For the year ended June 30, 2009, net cash outflow from financing activities was £10.3 million, reflecting an increase in borrowings of £25.0 million drawn under our revolving credit facility offset by the repayment of borrowings of £35.3 million, consisting of a £25.0 million repayment of the amount borrowed under the revolving credit facility and the partial repayment of our senior term loan facilities.

Indebtedness

Our primary sources of indebtedness consist of our sterling denominated 83/4% senior secured notes due 2017, our US dollar denominated 83/8% senior secured notes due 2017, and our revolving credit facility. As part of the security for our senior secured notes and revolving credit facility, substantially all of the assets of the issuer and guarantors of our senior secured notes are subject to liens and mortgages. As of June 30, 2011, we had repurchased, but not retired, £63.8 million of our senior secured notes in open market transactions. Such transactions took place during the year ended June 30, 2011.

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Description of principal indebtedness

83/4% senior secured notes due 2017 and 83/8% senior secured notes due 2017

Our senior secured notes consist of two tranches: £250 million 83/4% senior secured notes due 2017 and $425 million 83/8% senior secured notes due 2017. Our senior secured notes were issued by our wholly-owned finance subsidiary, MU Finance plc, are guaranteed by Red Football Limited, Red Football Junior Limited, Manchester United Limited (UK) and Manchester United Football Club Limited and are secured against all of the assets of Red Football Limited and each of the guarantors. The proceeds of our senior secured notes were used to refinance existing debt, reduce Red Football Limited's liabilities to its hedging counterparties, pay fees and expenses related to the offering and for general corporate purposes.

The indenture governing our senior secured notes contains customary covenants and restrictions on the activities of Red Football Limited and each of Red Football Limited's subsidiaries, including, but not limited to, the incurrence of additional indebtedness; dividends or distributions in respect of capital stock or certain other restricted payments or investments; entering into agreements that restrict distributions from restricted subsidiaries; the sale or disposal of assets, including capital stock of restricted subsidiaries; transactions with affiliates; the incurrence of liens; and mergers, consolidations or the sale of substantially all of Red Football Limited's assets. The covenants in the indenture governing our senior secured notes are subject to certain thresholds and exceptions described in the indenture governing our senior secured notes.

We repurchased £63.8 million of our senior secured notes during the year ended June 30, 2011, comprising £58.2 million of our senior secured notes from the sterling tranche and $9.0 million of our senior secured notes from the US dollar tranche. As of December 31, 2011, we held £92.0 million of our senior secured notes, comprising £72.2 million of the sterling tranche of senior secured notes and $32.0 million of the US dollar tranche of senior secured notes. The total amount of senior secured notes outstanding at December 31, 2011 was £411.9 million. We have not retired or cancelled any of our senior secured notes which we have repurchased, and we retain the option to sell those senior secured notes in the future.

Revolving credit facility

Our revolving credit facility agreement allows Manchester United Limited (UK) and Manchester United Football Club Limited to borrow up to £75 million from a syndicate of lenders and J.P. Morgan Europe Limited as agent and security trustee. The facility consists of two individual facilities of £50 million and £25 million.

Our revolving credit facility is scheduled to expire in 2016. Any amount still outstanding at that time will be due in full immediately on that date. The revolving credit facility contains an annual minimum five-day "net clean down" mandatory repayment in order to reduce outstanding revolving loans to £25 million, net of certain credits for unrestricted cash, for such five-day period.

Subject to certain conditions, we may voluntarily prepay and/or permanently cancel all or part of the available commitments under the revolving credit facility by giving five business days' prior notice to the Agent under the facility. Any loan drawn under the revolving credit facility is required to be repaid on the last day of each of its interest periods. Amounts repaid may (subject to the terms of the revolving credit facility agreement) be reborrowed.

Loans under the revolving credit facility bear interest at a rate per annum equal to LIBOR (or in relation to a loan in euros, EURIBOR) plus the applicable margin and any mandatory cost.

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The applicable margin means 3.50% per annum, except if no event of default has occurred and is continuing, it means the following:


 
 
Total net leverage ratio (as defined in the revolving credit facility agreement) per annum
  Margin %  

Equal to or greater than 4.5

    3.50  

Equal to or greater than 4.0 but less than 4.5

    3.25  

Equal to or greater than 3.5 but less than 4.0

    3.00  

Equal to or greater than 3.0 but less than 3.5

    2.75  

Less than 3.0

    2.50  

A commitment fee is payable on the available but undrawn amount of the revolving credit facility, at a rate equal to 35% per annum of the applicable margin.

Our revolving credit facility is guaranteed by Red Football Limited, Red Football Junior Limited, Manchester United Limited (UK), Manchester United Football Club Limited and MU Finance plc and secured against the assets of those entities.

In addition to the general covenants described below, the revolving credit facility contains a financial maintenance covenant requiring us to maintain consolidated EBITDA of not less than £65 million for each 12 month testing period. We are able to claim certain dispensations from complying with the consolidated EBITDA floor up to twice (in non-consecutive years) during the life of the revolving credit facility if we fail to qualify for the Champions League.

Our revolving credit facility contains events of default typical in facilities of this type, as well as typical covenants including restrictions on incurring additional indebtedness, paying dividends or making other distributions or repurchasing or redeeming our stock, making investments, selling assets, including capital stock of restricted subsidiaries, entering into agreements restricting our subsidiaries' ability to pay dividends, consolidating, merging, selling or otherwise disposing of all or substantially all of our assets, entering into sale and leaseback transactions, entering into transactions with our affiliates and incurring liens. The covenants in the revolving credit facility are subject to certain thresholds and exceptions described in the agreement governing the revolving credit facility.

Alderley facility

The Alderley facility consists of a bank loan to Alderley Urban Investments Limited, a subsidiary of Manchester United Limited (UK). The loan attracts interest at LIBOR plus 1%. Approximately £2.8 million of the loan is repayable in quarterly installments through to July 2018, and the remaining balance of approximately £4.2 million is repayable at par on July 9, 2018. The loan is secured against the Manchester International Freight Terminal which is owned by Alderley Urban Investments Limited. As of December 31, 2011, £7.2 million was outstanding under the Alderley facility.

Loan stock issued to minority shareholder of MUTV

The loan stock issued to the minority shareholder of MUTV, Sky Ventures Limited, a wholly-owned subsidiary of Sky that is unrelated to us or our principal shareholder, is unsecured and accrues interest at LIBOR plus 1% to 1.5%. The loan stock was repayable at par from 2007, though payment remains contingent upon the availability of free cash flow within MUTV. Based on our current projections, we estimate that the loan stock will be repaid over approximately 12 years. As of December 31, 2011, £4.7 million was outstanding on the loan stock.

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Contractual Obligations

The following table summarizes our contractual obligations as of June 30, 2011:




 
 
  Payments due by period(1)  
 
  Less than
1 year
  1-3 years   3-5 years   More than
five years
  Total  
 
  (in £ thousands)
 

Long-term debt obligations(2)

    39,411     78,863     78,922     482,251     679,446  

Finance lease obligations

                     

Operating lease obligations(3)

    1,643     3,075     2,339     4,437     11,493  

Purchase obligations(4)

    124,109     20,584     12,463     662     157,818  

Other long-term liabilities

                     
                       

Total

    165,163     102,522     93,723     487,349     848,757  
                       

(1)
This table reflects non-derivative financial obligations including interest and operating lease payments and therefore differs from the carrying amounts in our consolidated financial statements.

(2)
As of December 31, 2011, we had the following amounts outstanding of our 83/4% senior secured notes due 2017 and 83/8% senior secured notes due 2017: £250 million of the sterling tranche of senior secured notes and $425 million of the US dollar tranche of senior secured notes. Other long-term indebtedness consists of our £75 million revolving credit facility, a bank loan to Alderley Urban Investments, a subsidiary of Manchester United Limited (UK), and loan stock issued to the minority shareholder of MUTV, Sky Ventures Limited. As of December 31, 2011, we had no amount outstanding under our revolving credit facility, £7.2 million outstanding under the Alderley facility, and £4.7 million outstanding on the loan stock. See "— Indebtedness — Description of principal indebtedness" and Note 21 to our audited consolidated financial statements as of and for the years ended June 30, 2009, 2010 and 2011 included elsewhere in this prospectus.

(3)
We enter into operating leases in the normal course of business. Most lease arrangements provide us with the option to renew the leases at defined terms. The future operating lease obligations would change if we were to exercise these options, or if we were to enter into additional new operating leases. See Note 27.1 to our audited consolidated financial statements as of and for the years ended June 30, 2009, 2010 and 2011 included elsewhere in this prospectus.

(4)
Purchase obligations include current other payable obligations, including obligations payable in the year ended June 30, 2012 related to acquisition of players' registrations and accrued bonuses in connection with the success of the first team, current tax liabilities and capital commitments.

Except as disclosed above and in Note 27.3 to our audited consolidated financial statements as of and for the years ended June 30, 2009, 2010 and 2011 included elsewhere in this prospectus, as of June 30, 2011, we did not have any material contingent liabilities or guarantees.

Critical Accounting Policies and Judgments

The preparation of our financial information requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, revenue and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. For a summary of all of our significant accounting policies, see Note 2 to our audited consolidated financial statements as of and for the years ended June 30, 2009, 2010 and 2011 included elsewhere in this prospectus.

We believe that the following accounting policies reflect the most critical judgments, estimates and assumptions and are significant to the consolidated financial statements.

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Revenue

Commercial

Commercial revenue comprises amounts receivable from the utilization of the Manchester United brand through sponsorship and other commercial agreements, including minimum guaranteed revenue and fees generated by the Manchester United first team promotional tours.

Minimum guaranteed revenue is recognized over the term of the sponsorship agreement in line with the performance obligations included within the contract and based on the sponsorship benefits enjoyed by the individual sponsor. Certain sponsorship contracts include additional profit share arrangements based on cumulative profits earned from the utilization of the Manchester United brand.

Under the terms of sponsorship contracts that include profit share arrangements, such profit share may be recouped by the sponsor against future minimum guarantees should the future financial performance result in profits below the minimum guarantee. Any additional profit share on such arrangements is only recognized when a reliable estimate of the future performance of the contract can be obtained and only to the extent that the revenue is considered probable. When profit share is recognized it is recorded ratably over the term of the contract period.

In assessing whether any additional profit share is probable and should therefore be recognized, management carries out regular reviews of the contracts and future financial forecasts, having regard to the underlying risk factors such as team performance and general economic conditions. Such forecasts of future financial performance may differ from actual financial performance, which could result in a difference in the revenue recognized in a given year.

Broadcasting and Matchday

For our accounting policies relating to Broadcasting revenue and Matchday revenue, which management do not consider to involve critical estimates and judgments, see Note 2 to our audited consolidated financial statements as of and for the years ended June 30, 2009, 2010 and 2011 included elsewhere in this prospectus.

Impairment of goodwill and non-current assets

The Company annually tests whether goodwill has suffered any impairment and more frequently tests whether events or changes in circumstances indicate a potential impairment. An impairment loss is recognized when the carrying value of goodwill exceeds its recoverable amount. Its recoverable amount is the higher of fair value less costs of disposal and value in use. The recoverable amount has been determined based on value-in-use calculations. These calculations require the use of estimates, both in arriving at the expected future cash flow and the application of a suitable discount rate in order to calculate the present value of these flows.

All other non-current assets, including property plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Any impairment charges arising are recognized in the income statement when the carrying amount of an asset is greater than the estimated recoverable amount, which is the higher of an asset's fair value less costs to sell and value in use, and are calculated with reference to future discounted cash flow that the asset is expected to generate when considered as part of a cash-generating unit. An impairment review trigger event would include, for example, our failure to qualify for the UEFA Champions League for a sustained period. In respect of player registrations, a further impairment review trigger event would occur when the player is excluded from our revenue generation, for example as a result of a career-ending injury, and conditions indicate that the amortized carrying value of the asset is not recoverable.

The impairment review of goodwill and other non-current assets considers estimates of the future economic benefits attributable to them. Such estimates involve assumptions in relation to future, recoverable amount

64


of the asset, ticket revenue, broadcasting and sponsorship revenue and on-field performance. Any estimates of future economic benefits made in relation to non-current assets may differ from the benefits that ultimately arise, and materially affect the recoverable value of the asset.

Intangible assets — players' registrations

The costs associated with the acquisition of players' registrations are capitalized as intangible assets at the fair value of the consideration payable, including an estimate of the fair value of any contingent consideration. Subsequent reassessments of the amount of contingent consideration payable are also included in the cost of the player's registration. The estimate of the fair value of the contingent consideration payable requires management to assess the likelihood of specific performance conditions being met which would trigger the payment of the contingent consideration such as the number of player appearances. This assessment is carried out on an individual player basis. Costs associated with the acquisition of players' registrations include transfer fees, Premier League levy fees, agents' fees and other directly attributable costs. These costs are amortized over the period covered by the player's contract. To the extent that a player's contract is extended, the remaining book value is amortized over the remaining revised contract life.

Recognition of Deferred Tax Assets in Respect of Losses

We recognize deferred tax effects of temporary differences between the financial statement carrying amounts and the tax basis of our assets and liabilities. We also recognize the deferred tax effects of tax loss carry-forwards where we believe they meet the criteria for recognition.

Deferred tax assets are recognized on losses carried forward only to the extent that it is probable that they will be available for use against future profits and that there will be sufficient future taxable profit available against which the temporary differences can be utilized. In arriving at a judgment in relation to the recognition of deferred tax assets on losses, management considers the regulations applicable to taxation and advice on their interpretation. Management also considers whether losses carried forward may be utilized through tax planning opportunities to create suitable taxable profits. Future taxable income may be higher or lower than estimates made when determining whether it is necessary to record a tax asset and the amount to be recorded. Furthermore, changes in the legislative framework or applicable tax case law may result in management reassessment of the recognition of deferred tax assets on losses carried forward. If the final outcome of these matters differs from the amounts initially recorded, differences may positively or negatively impact the deferred tax provisions in the period in which such determination is made.

Off Balance Sheet Arrangements

Transfer fees payable

Under the terms of certain contracts with other football clubs in respect of player transfers, additional amounts would be payable by us if certain specific performance conditions are met. As noted above, we estimate the fair value of any contingent consideration at the date of acquisition based on the probability of conditions being met and monitor this on an ongoing basis. A provision of £0.9 million relating to this contingent consideration has been recognized on the balance sheet as of December 31, 2011, however the maximum amount that could be payable as of that date is £19.8 million.

Transfer fees receivable

Similarly, under the terms of contracts with other football clubs for player transfers, additional amounts would be payable to us if certain specific performance conditions are met. In accordance with the recognition criteria for contingent assets, such amounts are only disclosed by the Company when probable and recognized when virtually certain. As of December 31, 2011 we do not believe receipt of any such amounts to be probable.

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Other commitments

In the ordinary course of business, we enter into operating lease commitments and capital commitments. These transactions are recognized in the combined historical financial information in accordance with IFRS as issued by IASB and are more fully disclosed therein.

As of December 31, 2011, we had not entered into any other off-balance sheet transactions.

Derivative Financial Instruments

Foreign currency forward contracts

We enter into foreign currency forward contracts to purchase and sell foreign currency in order to minimize the impact of currency movements on our financial performance primarily for our exposure to broadcasting revenue paid in euros for our participation in European competitions and commercial revenue paid in US dollars for certain sponsorship contracts.

Interest rate swaps

Prior to refinancing our previous credit facilities with our senior secured notes, we entered into interest rate swaps to fix the interest rate on a large proportion of those variable rate senior facilities. Under the interest rate swap arrangement, we agreed to make interest payments at a fixed rate of 5.0775% as required under the terms of the facility agreement in return for receiving a floating rate pegged to LIBOR, on a notional amount of £450 million of senior facilities agreements. At January 21, 2010, largely as a result of deterioration of the global credit markets which resulted in interest rates falling, we had a mark to market loss of £40.7 million on those interest rate swap agreements. The terms of the swap agreements allowed the counterparties to terminate the swaps upon refinancing of the senior facilities agreements. We capitalized the liability owed to the hedging counterparties as of the date of pricing of the offering of our senior secured notes and made aggregate payments to such counterparties to reduce the liability by £12.6 million. The amount of the remaining liability will be amortized on a straight line basis over the six years to June 30, 2015. As of December 31, 2011, the outstanding liability on these swaps was £20.4 million.

Qualitative and Quantitative Disclosure on Market Risk

Our operations are exposed to a variety of financial risks that include foreign exchange risk and interest rate cash flow risk. We review and agree policies for managing these risks, which are then implemented by our finance department. Please refer to Note 4 to our unaudited condensed consolidated financial statements for the six months ended December 31, 2011, and Note 4 to our audited consolidated financial statements as of June 30, 2009, 2010 and 2011, and for the three years ended June 30, 2011 for a fuller quantitative and qualitative discussion on the market risks to which we are subject and our policies with respect to managing those risks. The policies are summarized below:

Foreign exchange risk

We are exposed to both translational and transactional risk of fluctuations in foreign exchange rates. A significant currency risk we face relates to the revenue received in euros as a result of participation in the Champions League. We seek to hedge economically the majority of the currency risk of this revenue by placing forward contracts at the point at which it becomes reasonably certain that we will receive the revenue.

We also receive a significant amount of sponsorship revenue denominated in US dollars. As a result of the US dollar element of certain of our senior secured notes, interest is paid on these senior secured notes in US dollars, therefore we will typically only consider economic hedging such exposures to the extent that there is an excess of currency receivable after the interest payments have been made and after taking into consideration the credit risk of the counterparty.

66


We have a total of $425 million of US dollar denominated senior secured notes, the principal of which is not economically hedged, and is therefore retranslated at the closing rate for each reporting date.

Payment and receipts of transfer fees may also give rise to foreign currency exposures. Due to the nature of player transfers we may not always be able to predict such cash flow until the transfer has taken place. Where possible and depending on the payment profile of transfer fees payable and receivable we will seek to hedge economically future payments and receipts at the point it becomes reasonably certain that the payments will be made or the revenue will be received.

Other than as disclosed herein, we have no additional hedging policies.

During the six months ended December 31, 2011, we incurred a £7.4 million net unrealized foreign exchange loss. Based on all foreign exchange rates existing as of December 31, 2011, a 10% appreciation of the UK pound sterling compared to the US dollar would have resulted in approximately £22.9 million of net unrealized foreign exchange gains during the six months ended December 31, 2011. Conversely, a 10% depreciation of the UK pound sterling compared to the US dollar would have resulted in a further £28.2 million of net unrealized foreign exchange loss during the six months ended December 31, 2011.

Interest rate risk

Our interest rate risk relates to changes in interest rates for borrowings under our revolving credit facility and any long term bank borrowings. These borrowing bear interest at variable rates. We had no amounts outstanding under our revolving credit facility on December 31, 2011. As of December 31, 2011, £7.0 million remained outstanding under our Alderley credit facility. A hypothetical one percentage point increase in interest rates on our variable rate indebtedness would increase our annual interest expense by approximately £70,000.

We have entered into swap agreements with terms remaining of between three months to seven years most of which were terminated at the time we issued our senior secured notes. As of June 30, 2011, the fair value of these interest rate swaps was a liability of £1.4 million, compared with liabilities of £1.5 million and £29.8 million at June 30, 2010 and 2009, respectively.

Recently Adopted Accounting Standards

The JOBS Act permits an "emerging growth company" such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We are choosing to "opt out" of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.

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BUSINESS

Our Company — Manchester United

We are one of the most popular and successful sports teams in the world, playing the most popular sport on Earth. Through our 134-year heritage we have won 60 trophies, enabling us to develop one of the world's leading brands and a global community of 659 million followers. Our large, passionate community provides Manchester United with a worldwide platform to generate significant revenue from multiple sources, including sponsorship, merchandising, product licensing, new media & mobile, broadcasting and matchday. We attract leading companies such as Nike, Aon and DHL that want access and exposure to our community of followers and association with our brand.

Our global community of 659 million followers actively engage with us in a variety of ways:

    During the 2010/11 season, our games generated a cumulative audience reach of over 4 billion viewers across 211 countries. On a per game basis, our 60 games attracted an average live cumulative audience reach of 49 million per game.

    Over 5 million items of Manchester United branded licensed products were sold in the last year, including over 2 million Manchester United jerseys. Manchester United branded products are sold through over 200 licensees in over 130 countries.

    Our products are sold through more than 10,000 doors worldwide.

    Our brand and content has enabled us to partner with mobile telecom providers in 44 countries and television providers in 54 countries.

    Our website, www.manutd.com, is published in 7 languages and over the last 12 months attracted an average of more than 60 million page views per month.

    We have one of the most popular brand pages on Facebook with more than 24 million connections. In comparison, the New York Yankees have approximately 5.5 million Facebook connections and the Dallas Cowboys have approximately 4.7 million Facebook connections.

    Premier League games at our home stadium, Old Trafford, have been sold out since the 1997/98 season. Last season, our 29 home games were attended by over 2 million people.

    We undertake exhibition games and promotional tours on a global basis, enabling our followers to see our team play. Over the last 3 years, we have played 15 games in the United States, Canada, Ireland, Mexico, Malaysia, South Korea and China.

Our Business Model and Revenue Drivers

We operate and manage our business as a single reporting segment — the operation of a professional sports team. We review our revenue through three principal sectors — Commercial, Broadcasting and Matchday.

    Commercial:  Within the Commercial revenue sector, we have three revenue streams which monetize our global brand: sponsorship revenue; retail, merchandising, apparel & product licensing revenue; and new media & mobile revenue. We believe these will be our fastest growing and most profitable revenue streams over the next few years.

      Sponsorship: We monetize the value of our global brand and community of followers through marketing and sponsorship relationships with leading international and regional companies across all geographies. Our sponsorship revenue was £54.9 million for the year ended June 30, 2011.

      Retail, Merchandising, Apparel & Product Licensing: We market and sell competitive sports apparel, training and leisure wear and other clothing featuring the Manchester United brand on a global basis. In addition, we also sell other licensed products, from coffee mugs to bed spreads, featuring the Manchester United brand and trademarks. These products are distributed through Manchester United branded retail centers and e-commerce platforms, as well as our partners' wholesale distribution channels. Our retail, merchandising, apparel & product licensing business is currently managed by Nike, who pays us a minimum guaranteed amount and a share of the

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          business' cumulative profits. Our retail, merchandising, apparel & product licensing revenue was £31.3 million for the year ended June 30, 2011.

        New Media & Mobile: Due to the power of our brand and the quality of our content, we have formed mobile telecom partnerships in 44 countries which enable our partners to attract and retain subscribers and drive their revenue. In addition, we market content directly to our followers through our website, www.manutd.com, and associated mobile properties. Our new media & mobile revenue was £17.2 million for the year ended June 30, 2011.

    Our Commercial revenue was £103.4 million for the year ended June 30, 2011, and grew at a compound annual growth rate of 25.2% from fiscal year 2009 through fiscal year 2011.

    Our other two revenue sectors, Broadcasting and Matchday, provide consistent and growing cash flow and global media visibility that enables us to continue to invest in the success of the team and expand our brand.

    Broadcasting:  We benefit from the distribution and broadcasting of live football content directly from the revenue we receive and indirectly through increased global exposure for our commercial partners. Broadcasting revenue is derived from the global television rights relating to the Premier League, Champions League and other competitions. In addition, our global television channel, MUTV, delivers Manchester United programming to 54 countries around the world. Our Broadcasting revenue was £117.2 million for the year ended June 30, 2011, and grew at a compound annual growth rate of 9.4% from fiscal year 2009 through fiscal year 2011.

    Matchday:  Old Trafford is considered one of the world's iconic sports venues. It currently seats 75,766 and we have averaged over 99% of attendance capacity for our Premier League matches in each of the last 15 years. Our Matchday revenue was £110.8 million for the year ended June 30, 2011.

Industry Overview

Football is one of the world's most popular participation and spectator sports. Global follower interest in football has enabled the sport to commercialize its activities through sponsorship, retail, merchandising, apparel & product licensing, new media & mobile, broadcasting, and matchday. As a consequence, football constitutes a significant portion of the overall global sports industry.

Football's growth and increasing popularity are primarily a product of consumer demand for and interest in live sports, whether viewed in person at the venue or through television and digital media. The sport's revenue growth has been driven by the appetite among consumers, advertisers and media distributors for access to and association with these live sports events, in particular those featuring globally recognized teams.

The major football leagues and clubs in England, Germany, Spain, Italy and France have established themselves as the leading global entities due to their history as well as their highly developed television and advertising markets. The combination of historical success and media development in the core European markets has helped to drive revenue, which in turn enables those leagues to attract the best players in the world, further strengthening their appeal to followers.

As television and digital media such as broadband internet and mobile extend their reach globally, the availability of and access to live games and other content of the leading European leagues has increased and live games are now viewed worldwide. In addition, advances in new technology continue to both improve the television and digital media user experience and the effectiveness of sponsorships and advertising on these platforms. These trends further strengthen the commercial benefit of associating with football for media distributors and advertisers and increase the global opportunities for the sport.

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Our Competitive Strengths

We believe our key competitive strengths are:

    One of the most iconic sports teams in the world:  Founded in 1878, Manchester United is one of the most successful sports teams in the world — playing the world's most popular sport. We have won 60 trophies over our storied history. Our on-going success is supported by our highly developed football infrastructure and global scouting network.

    A globally recognized brand with a large, worldwide following:  Our rich tradition and success has enabled us to become one of the world's most recognizable brands. We enjoy the global support of our community of 659 million followers. The composition of our follower base is far-reaching and diverse, transcending cultures, geographies, languages and socio-demographic groups, and the strength of our brand goes beyond the world of sports.

    Proven ability to monetize our brand:  The popularity and quality of our globally recognized brand make us an attractive marketing partner for companies around the world. We have built a diversified portfolio of sponsorships with leading brands such as Nike, Aon, DHL, Epson, Turkish Airlines and Singha. Our community of followers is strong in emerging markets, particularly in certain regions of Asia, which enables us to deliver media exposure and growth to our partners in these markets.

    Sought-after content capitalizing on the proliferation of digital and social media:  We produce content that is followed year-round by our global community of followers. Our content distribution channels are international and diverse, and we actively adopt new media channels to enhance the accessibility and reach of our content. We believe our ability to generate proprietary content, which we distribute on our own global platforms as well as via popular third party social media platforms such as Facebook, constitutes an on-going growth opportunity.

    Well established global media and marketing infrastructure driving Commercial revenue growth: We have a large global team dedicated to the development and monetization of our brand and to the sourcing of new revenue opportunities. The team has considerable experience and expertise in sponsorship sales, customer relationship management, marketing execution, advertising support and brand development. This experience and infrastructure enables us to deliver an effective set of marketing capabilities to our partners on a global basis. Our team is dedicated to the development and monetization of our brand and to the sourcing of new revenue opportunities.

    Seasoned management team and committed ownership:  Our senior management has considerable experience and expertise in the football, commercial, media and finance industries. In addition, we benefit from the depth and breadth of experience and commitment of our principal shareholder, the Glazer family, who has a proven track record of creating and developing value in sports brands, including the NFL's Tampa Bay Buccaneers.

Our Strategy

We aim to increase our revenue and profitability by expanding our high growth, high margin businesses that leverage our brand, global community and marketing infrastructure. The key elements of our strategy are:

    Expand our portfolio of global and regional sponsors:  We are well positioned to continue to secure sponsorships with leading brands. Over the last few years, we have implemented a proactive approach to identifying, securing and supporting sponsors. This has resulted in a 21.5% compound annual growth rate in our sponsorship revenue from fiscal year 2009 through fiscal year 2011. In addition to developing our global sponsorship portfolio, we are focused on expanding a regional sponsorship model, segmenting new opportunities by product category and territory. As part of this strategy, we have opened an office in Asia and are in the process of opening an office in North America. These are in addition to our London and Manchester offices.

    Further develop our retail, merchandising, apparel & product licensing business:  We will focus on growing this business on a global basis by increasing our product range and improving distribution through further development of our wholesale, retail and e-commerce channels. Manchester United

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    branded retail locations have opened in Singapore, Macau, India and Thailand, and we plan to expand our global retail footprint over the next several years. In addition, we will also invest to expand our portfolio of product licensees to enhance the range of product offerings available to our followers.

    Exploit new media & mobile opportunities:  The rapid shift of media consumption towards internet, mobile and social media platforms presents us with multiple growth opportunities and new revenue streams. Our digital media platforms, such as mobile sites, applications and social media, are expected to become one of the primary methods by which we engage and transact with our followers around the world.

    In addition to developing our own digital properties, we intend to leverage third party media platforms and other social media as a means of further engaging with our followers and creating a source of traffic for our digital media assets. Our new media & mobile offerings are in the early stages of development and present opportunities for future growth.

    Enhance the reach and distribution of our broadcasting rights:  The value of live sports programming has grown dramatically in recent years due to changes in how television content is distributed and consumed. Specifically, television consumption has become more fragmented and audiences for traditional scheduled television programming have declined as consumer choice increased with the emergence of multi-channel television, the development of technologies such as the digital video recorder and the emergence of digital viewing on the internet and mobile devices. The unpredictable outcomes of live sports ensures that individuals consume sports programming in real time and in full, resulting in higher audiences and increased interest from television broadcasters and advertisers. We are well positioned to benefit from the increased value and the growth in distribution associated with the Premier League, the Champions League and other competitions. Furthermore, MUTV, our global broadcasting platform, delivers Manchester United programming to 54 countries around the world. We plan to expand the distribution of MUTV by improving the quality of its content and its production capabilities.

    Diversify revenue and improve margins:  We aim to increase the revenue and operating margins of our business as we further expand into high growth, high margin commercial businesses, including sponsorship, retail, merchandising, licensing and new media & mobile. These revenue streams have significant operational leverage as they require lower direct fixed costs. By increasing the emphasis on our Commercial businesses, we aim to further diversify our revenue, enabling us to generate improved profitability.

Our Market Opportunity

We are one of the world's most recognizable global brands with a community of 659 million followers. The global sports industry is expected to grow from $119 billion in 2011 to $145 billion by 2015. Manchester United is at the forefront of live football, which is a key component of this market.

The markets driving our business include, as of 2011:

    the $456 billion global advertising market, forecast to grow to $578 billion by 2015, representing a compound annual growth rate of 6.1%;

    the $218 billion global television subscription and licensing fees market, forecast to grow to $285 billion by 2015, representing a compound annual growth rate of 7.0%; and

    the $449 billion global wholesale apparel market, forecast to grow to $518 billion by 2015, representing a compound annual growth rate of 3.7%.

In addition, the explosion of growth in mobile technology and social media has driven a surge in demand for content, from news to video, which has resulted in a ten-fold increase in our revenue from new media & mobile over the five years ending June 30, 2011. These markets are, however, still in their infancy, and our global reach and access to emerging markets positions us for continued growth.

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Our Team's History

Founded in 1878 as Newton Heath L&YR Football Club, our club has operated for over 130 years. The team first entered the English First Division, then the highest league in English football, for the start of the 1892-93 season. Our club name changed to Manchester United Football Club in 1902, and we won the first of our 19 English League titles in 1908. In 1910, we moved to Old Trafford, our current stadium.

In the late 1940s, we returned to on-field success, winning the FA Cup in 1948 and finishing within the top four league positions during each of the first five seasons immediately following the Second World War. During the 1950s, we continued our on-field success under the leadership of legendary manager Sir Matt Busby, who built a popular and famous team based on youth players know as the "Busby Babes."

In February 1958, an airplane crash resulted in the death of eight of our first team players. Global support and tributes followed this disaster as Busby galvanized the team around such popular and revered players as George Best, Bobby Charlton and Denis Law. Rebuilding of the club culminated with a victory in the 1968 European Cup final, becoming the first English club to win this title.

In 1986 our club appointed Sir Alex Ferguson as manager. In 1990, we won the FA Cup and began a period of success that has continued until the present day. Since 1992, we have won the Premier League 12 times and have never finished lower than third place. In total, we have won a record 19 English League titles, a record 11 FA Cups, 4 League Cups, 3 European Champions Cups and 1 FIFA Club World Cup, making us one of the most successful clubs in England.

Since the inception of the Premier League in 1992, our club has enjoyed consistent success and growth with popular players such as Eric Cantona, David Beckham, Ryan Giggs, Paul Scholes, Roy Keane, Bryan Robson, Cristiano Ronaldo and Wayne Rooney. The popularity of these players, our distinguished tradition and history, and the on-field success of our first team have allowed us to expand the club into a global brand with an international follower base.

The following graph shows the success of our first team in the Premier League over the last 20 seasons:

FA Premier League Finishing Positions

LOGO

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Our stadium, known as "The Theatre of Dreams," was originally opened on February 19, 1910 with a capacity of approximately 80,000. During the Second World War, Old Trafford was used by the military as a depot, and on March 11, 1941 was heavily damaged by a German bombing raid. The stadium was rebuilt following the war and reopened on August 24, 1949. The addition of floodlighting, permitting evening matches, was completed in 1957 and a project to cover the stands with roofs was completed in 1959. After a series of additions during the 1960s, 1970s and early 1980s, capacity at Old Trafford reached 56,385 in 1985. The conversion of the stadium to an all-seater reduced capacity to approximately 44,000 by 1992, the lowest in its history. Thereafter, we began to expand capacity throughout the stadium, bringing capacity to approximately 58,000 by 1996, approximately 68,000 by 2000, and approximately 76,000 in 2006. Current capacity at Old Trafford is 75,766.

The following chart shows the historical success of our first team by trophies won:


TROPHIES WON


FA Premier League/Football League Division One

  FA Charity/Community Shield
 
  1908     1965     1997     2007     1908     1965     1993     2007  
  1911     1967     1999     2008     1911     1967     1994     2008  
  1952     1993     2000     2009     1952     1977     1996     2010  
  1956     1994     2001     2011     1956     1983     1997     2011  
  1957     1996     2003           1957     1990     2003        
FA Cup
  Football League Cup
 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 
  1909     1977     1990     1999     1992     2006     2009     2010  
  1948     1983     1994     2004                          
  1963     1985     1996           European Cup/UEFA Champions League  
                          1968     1999     2008        
FIFA Club World Cup
  UEFA Super Cup
 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 
  2008     1991  
European Cup Winners' Cup
  Intercontinental Cup
 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 
  1991     1999
 

Our Football Operations

Our football operations are primarily comprised of the following activities: our first team, our reserve team, our youth academy, our global scouting networks, and other operations such as our sport science, medical and fitness operations at Carrington.

First team

Our first team plays professional football in the Premier League, domestic cup competitions in England including the FA Cup and League Cup and, subject to qualifying, international cup competitions, including the Champions League.

Our first team is led by our manager, supported by an assistant team manager and a club secretary, who in turn are supported by a team of approximately 90 individuals, including coaches and scouts for both our first team and youth academy, medical and physiotherapy staff, sports science and performance and match analysis staff.

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We have 60 players under contract of whom 34 have made an appearance for our first team. The remaining players may play for the reserve team or youth academy teams but are being developed such that they may make it to a starting position on our first team or the first team of other clubs. This structure has been put in place with the aim of developing some of the world's best football players and maximizing our first team's chances of winning games, leagues and tournaments.

Domestic transfers of players between football clubs are governed by the Premier League Rules and the FA Rules, which allow a professional player to enter into a contract with and be registered to play for any club, and to receive a signing-on fee in connection with such contract. Players are permitted to move to another club during the term of their contract if both clubs agree on such transfer. In such circumstances a compensation fee may be payable by the transferee club. FIFA Regulations on the Status and Transfer of Players (the "FIFA Regulations") govern international transfers of players between clubs and may require the transferee club to distribute 5% of any compensation fee to the clubs that trained the relevant player. The transferor club in an international transfer may also be entitled to receive payment of "training compensation" under the FIFA Regulations when certain conditions are met. If an out-of-contract player (i.e., a player whose contract with a club has expired or has been terminated) wishes to play for another club, the player's former club will only be entitled to a compensation fee in a domestic transfer, or a payment of training compensation under the FIFA Regulations in an international transfer, if certain conditions are satisfied, including conditions regarding the player's age and requiring the former club to offer the player a new contract on terms which are no less favorable than his current contract. Subject to limited exceptions, transfers of professional players may only take place during one of the "transfer windows," which for the Premier League is the month of January and the period beginning on the day following the last Premier League match of the season and ending on August 31 of that year.

Our players enter into contracts with us that follow a prescribed model based on Football Association Premier League Limited rules. Players on our first team typically also enter into an image rights agreement with us, which grants us rights to use their image. Our first team players generally enter into contracts of between two and five years' duration.

As of April 30, 2012, our first team was comprised of the following players:



Player(1)
  Position   Nationality   Age   Apps(2)   Caps(3)  

David de Gea

  Goal Keeper   Spanish     21     37     0  

Anders Lindegaard

  Goal Keeper   Danish     28     13     5  

Tomasz Kuszczak

  Goal Keeper   Polish     30     61     10  

Ben Amos

  Goal Keeper   English     22     7     0  

Patrice Evra

  Defense   French     30     290     39  

Ezekiel Fryers

  Defense   English     19     6     0  

Rio Ferdinand

  Defense   English     33     396     81  

Chris Smalling

  Defense   English     22     62     3  

Nemanja Vidic (captain)

  Defense   Serbian     30     243     56  

Fabio Pereira da Silva

  Defense   Brazilian     21     52     2  

Rafael Pereira da Silva

  Defense   Brazilian     21     89     0  

Jonny Evans

  Defense   Northern Irish     24     125     29  

Phil Jones

  Defense   English     20     39     4  

Ritchie De Laet

  Defense   Belgian     23     6     2  

Anderson Luis da Abreu Oliveira (Anderson)

  Midfield   Brazilian     24     145     8  

Ryan Giggs

  Midfield   Welsh     38     908     64  

Park Ji-Sung

  Midfield   South Korean     31     205     100  

Michael Carrick

  Midfield   English     30     271     22  

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Player(1)
  Position   Nationality   Age   Apps(2)   Caps(3)  

Luis Carlos Almeida da Cunha (Nani)

  Midfield   Portuguese     25     194     52  

Paul Scholes

  Midfield   English     37     695     66  

Darren Fletcher

  Midfield   Scottish     28     302     58  

Antonio Valencia

  Midfield   Ecuadorian     26     105     51  

Paul Pogba

  Midfield   French     19     7     0  

Tom Cleverley

  Midfield   English     22     14     0  

Ashley Young

  Midfield   English     26     31     19  

Michael Owen

  Forward   English     32     52     89  

Joshua King

  Forward   Norwegian     20     1     0  

Dimitar Berbatov

  Forward   Bulgarian     31     148     77  

Wayne Rooney

  Forward   English     26     363     73  

Javier "Chicharito" Hernandez

  Forward   Mexican     23     80     34  

Danny Welbeck

  Forward   English     21     63     4  

Federico Macheda

  Forward   Italian     20     33     0  

William Keane

  Forward   English     19     1     0  

Tiago Manuel Dias Correia (Bebe)

  Forward   Portuguese     21     7     0  

(1)
The table includes all players who are contracted to Manchester United and have made at least one appearance for the first team.

(2)
Apps means appearances for our first team through April 30, 2012.

(3)
Caps means appearances for a senior national football team through April 30, 2012.

Youth academy

Our youth academy is a primary source of new talent for our first team as well as a means of developing players that may be sold to generate transfer income. The aim of our youth academy is to create a flow of talent from the youth teams up to our first team. Since the founding of the Premier League in 1992, a number of players from our youth academy have achieved a regular place on our first team, thereby saving us the expense of purchasing those players in the transfer market. Players in our youth academy and reserve teams may be loaned to other clubs in order to develop and gain first team experience with those other clubs and enhance their transfer value. Players from our youth academy who do not make it into our first team frequently achieve a place at another professional football club, thereby generating income from player loans and transfer fees.

Our youth academy program consists of 11 junior teams ranging from under 9s to under 19s. Each team consists of 15 to 23 players, each of whom is assessed during the season.

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Scouting network

Together with our youth academy, our scouting system is a source of our football talent. Through our scouting system, we recruit players for both our first team and youth academy. Our scouting system consists of a professional network of staff who scout in general and for specific positions and age groups.

Our scouting system was traditionally oriented towards the United Kingdom, but we have increasingly shifted our focus toward a more international approach in order to identify and attract football players from the broadest talent pool possible.

Training facilities

We have invested significant resources into developing a performance center which contains advanced sports and science equipment. We intend to further invest in our training facilities in the near future. We have highly experienced training staff working at the performance center, where we provide physiotherapy, bio-mechanical analysis and nutritional guidance to our players as part of our drive to ensure that each player is able to achieve peak physical condition. We believe the quality of our performance center differentiates our club from many of our competitors.

To ensure that we continue to provide our players and medical staff with state-of-the-art technology and facilities, we expect to spend approximately £5 million in each of the years ended June 30, 2012 and June 30, 2013 in connection with updating and expanding Carrington, our training facility.

Revenue Sectors

Commercial

Our commercial revenue is primarily comprised of income from: sponsorship; retail, merchandising, apparel & product licensing; and new media & mobile.

Sponsorship

Our sponsorship agreements are negotiated directly by our commercial team. Our sponsors are granted various rights, which can include:

    rights in respect of our brand, logo and other intellectual property;

    rights in respect of our player and manager imagery;

    exposure on our television platform, MUTV;

    exposure on our website;

    exposure on digital perimeter advertising boards at Old Trafford;

    exposure on interview backdrops; and

    the right to administer promotions targeted at customers whose details are stored on our CRM database.

Any use of our intellectual property rights by sponsors is under license. However, we retain the ownership rights in our intellectual property.

Sponsorship development and strategy

We pursue our global and regional sponsorship deals through a developed infrastructure for commercial activities. We have a dedicated sales team, recruited from 3 continents, located in Europe that focuses on developing commercial opportunities and sourcing new sponsors. We are in the process of opening offices in Asia and North America. We target potential sponsors we believe will benefit from association with our brand and have the necessary financial resources to support an integrated marketing relationship. By

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cultivating strong relationships with our sponsors, we generate significant revenue and leverage our sponsors co-branded marketing strategies to further grow our brand. We are successful in executing a geographic and product categorized approach to selling our sponsorship rights.

We offer category exclusivity on a global basis to companies within particular industries, such as automotive, beverage, airline and timepiece. We also offer sponsorship exclusivity within a particular geography for certain industries, such as telecommunications, financial services, betting and food and beverages.

In seeking any individual partnership, we aim to establish an indicative value for that sponsorship based on the prospective sponsor's industry and marketing objectives. We will only pursue a sponsorship if we believe it reflects the value we deliver.

We believe that certain key sectors play an active role in sports sponsorship. We have sponsors in a number of these sectors and we believe that there is significant potential to expand this platform by selectively targeting companies within the remaining sectors and by growing revenue in existing sectors through additional sponsorship arrangements.

We intend to continue to grow our sponsorship portfolio by developing and expanding our geographic and product category segmented approach, which will include partnering with additional global and regional sponsors. Emerging markets such as Asia, which we expect to be a key focus for many of our prospective sponsors, will form an important element of our future sponsorship efforts.

Our current sponsors

The following graph shows our annual sponsorship revenue for each of the last three fiscal years:

Sponsorship Revenue

GRAPHIC

Note: Sponsorship revenue does not include revenue generated from our agreement with Nike.

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The table below highlights some of our global and regional sponsors as of the date of this prospectus:


Sponsor
  Type of sponsorship   Product category
Nike   Global sponsor   Technical sponsor
Aon   Global sponsor   Shirt sponsor, insurance affinity
DHL   Global sponsor   Training apparel sponsor
Singha   Global sponsor   Beer
Concha y Toro   Global sponsor   Wine
Thomas Cook   Global sponsor   Travel
Hublot   Global sponsor   Timepiece
Turkish Airlines   Global sponsor   Airline
Epson   Global sponsor   Office equipment
Honda   Regional sponsor (Thailand)   Motorcycles
Smirnoff   Regional sponsor (Asia)   Beverage (responsible drinking partner)

Sponsorship income from the Premier League

In addition to revenue from contracts that we negotiate ourselves, we receive revenue from sponsorship arrangements negotiated collectively by the Premier League on behalf of its member teams. We receive, for example, income from the sale by the Premier League of the right to have a brand identity associated with the Premier League competition. The current title sponsor is Barclays plc under a contract that will expire at the end of the 2012/13 season and pays the league £82.5 million over the course of the three year contract. Income from other commercial contracts negotiated by the Premier League is shared equally between the clubs that are to be in the Premier League for the season to which the income relates.

Shirt sponsor

We are in the second season of a shirt sponsorship with Aon that is contracted through the end of the 2013/14 season. Under the agreement, we grant Aon exclusive shirt sponsorship rights which include the right for Aon to have its logo on our playing and replica kit, the right to use our brand and intellectual property in certain marketing campaigns as well as the right to advertise certain products at our stadium and in club media.

In addition to our shirt sponsorship agreement, we have an affinity insurance agreement with Aon that covers the insurance category of our financial services affinity program. The shirt sponsorship and affinity agreements were entered into on May 24 and 27, 2009, respectively, and expire on June 30, 2014 and June 30, 2015, respectively. Together, the agreements guarantee an aggregate minimum of approximately £88 million in payments to the club. Shortly after signing, Aon made a payment to us of £34.3 million, representing an advance payment of approximately £8.6 million for each year of the shirt sponsorship agreement. Termination of the affinity agreement is not inter-conditional with the termination of the shirt sponsorship agreement. We retain the unilateral right to terminate either contract if the other is terminated. Our shirt sponsorship agreement with Vodafone provided for revenue of approximately £8.0 million per year for the years ended June 30, 2000 through June 30, 2006 and our shirt sponsorship with AIG provided for revenue of approximately £14.0 million per year for the years ended June 30, 2007 through June 30, 2010. The Vodafone and AIG shirt sponsorships included sponsorship rights to our training kit while the AON agreement does not; sponsorship rights to our training kit during the term of the AON agreement have been sold in a separate agreement to DHL. Our shirt sponsorship contracts are an example of our demonstrated ability to increase the value of our sponsorship relationships by either renewing our contract with an existing sponsor in return for increased payments or negotiating an agreement with a new sponsor in the category for increased payments.

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The shirt sponsorship agreement gives Aon typical termination rights for a contract of this nature in respect of a material breach. In the event that Aon successfully terminates the shirt sponsorship agreement for a material breach, we will be required to pay a termination payment to Aon in respect of the advance payment made by Aon. This payment is calculated by reference to the number of days remaining in the contract's term and the initial down payment made by Aon.

The following graph shows our growth from shirt sponsorships over the past 12 years:

Average Annual Payments Under
Recent Shirt Sponsorship Contracts

GRAPHIC

Note: The Vodafone and AIG shirt sponsorship agreements included sponsorship rights for our training kit. The Aon shirt sponsorship agreement does not include sponsorship rights for our training kit.

Training kit partner

As a continuation of our approach to categorizing our commercial rights, we are in the first season of a training kit partnership with DHL. Our kit includes apparel worn by our players while training and while warming up prior to a match. The agreement was signed in August 2011 and is contracted through the end of the 2014/15 season. As part of this new partnership, we have upgraded DHL from our global logistics sponsor to our training kit sponsor. Under the training kit partnership agreement, we grant DHL the rights to have its logo on all training kit worn by the team as well as replica training kit, which provides DHL with both significant media exposure and a significant retail presence. We also grant DHL the right to use our brand and intellectual property in certain marketing campaigns as well as the right to advertise certain products in our stadium and club media. The training kit partnership agreement gives DHL typical termination rights for a contract of this nature in respect of material breach and insolvency. In addition, DHL has a right to terminate the contract on either June 30, 2013 or June 30, 2014 by giving notice on September 30 of the prior year.

Global, regional and supplier sponsors

In addition to revenue from our shirt and training kit sponsors, we generated a further £23.5 million in the year ended June 30, 2011 from global, regional and supplier sponsors. The length of these sponsorship deals is generally between two and five years. The majority of these sponsorship deals have minimum revenue guarantees and some have additional revenue sharing arrangements.

Global sponsors are granted certain marketing and promotion rights with respect to our brand and intellectual property as well as exposure on our media, such as digital perimeter boards at Old Trafford,

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MUTV and our website. These rights are granted on a global basis and are exclusive by category. Regional sponsors are granted certain marketing and promotion rights and media exposure, however these rights are granted for a limited number of territories. Regional sponsors are able to use the rights in their designated territory on an exclusive basis, however they are not granted global category exclusivity. Examples of our regional sponsors include Saudi Telecom Company, Smirnoff, Honda and Telekom Malaysia.

Financial services affinity sponsorship

There is a significant growth opportunity to further develop Manchester United branded financial services products. These financial services products include credit cards and debit cards. We believe there are key commercial opportunities with credit and debit cards, which are particularly attractive as credit and debit cards also serve as a means of follower expression and loyalty. Depending on the product category, we pursue affinity agreements on a territory specific or regional basis.

Exhibition games and promotional tours

We conduct exhibition games and promotional tours on a global basis. Our promotional tours enable us to engage with our followers, support the marketing objectives of our sponsors and extend the reach of our brand in strategic markets. These promotional tours are in addition to our competitive matches and take place during the summer months or during gaps in the football season. Over the last three years, we have played 15 exhibition games in the United States, Canada, Ireland, Mexico, Malaysia, South Korea and China.

We receive a share of the ticket revenue as well as license fees for the television broadcast and digital media distribution of each exhibition game. We also generate revenue from tour sponsorship opportunities sold to existing and new partners. During the 2010/11 season, our promotional exhibition games and promotional tours generated approximately £5.4 million of revenue. We believe promotional tours represent a significant growth opportunity as we continue to play exhibition games around the world.

Retail, Merchandising, Apparel & Product Licensing

Unlike American teams in the NFL, MLB and NHL, Manchester United retains full control of the use and monetization of its intellectual property rights worldwide in the areas of retail, merchandising, apparel & product licensing.

Our retail, merchandising, apparel & product licensing business is currently managed by Nike. We are in the tenth year of a 13 year agreement with Nike, which guarantees an aggregate minimum of £303 million in sponsorship and licensing fees to the club, subject to certain reductions if, among other things, our first team does not finish in the top half of the Premier League or fails to qualify for certain European competitions. Under the terms of the agreement, we granted Nike an exclusive license to exploit certain of our intellectual property, retail, promotional and image rights, subject to certain exceptions. Nike has incorporated a subsidiary, Manchester United Merchandising Limited (MUML), to which it has granted a sublicense in respect of those certain rights. Nike supplies our playing kit and, through MUML, operates our global product licensing, merchandising and the retail operations. A range of products, including the replica kit, training wear and other apparel are sold through the club store at Old Trafford as well as retail outlets throughout the world.

In addition, net profits (over and above sponsorship and licensing fees) generated by Nike from the licensing, merchandising, and retail operations are shared equally between us and Nike over the duration of the contract. We recognize revenue from our portion of the cumulative profit share in our income statement only when a reliable estimate of the future performance of the contract can be obtained and only to the extent that the recognized amount of the profit share is considered probable on a cumulative basis at the end of the contract following the 2014/15 season. Since the 2009/10 season, we have invested in staff and resources dedicated to maximizing cumulative profits and worked closely with Nike to grow the revenue and profit of this merchandising business. See "Management's Discussion and Analysis of Financial

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Condition and Results of Operations — Liquidity and Capital Resources" and "Management's Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Judgments."

Payments due to us from Nike under the agreement may be affected by the performance of our first team. The amount payable in any particular year may be reduced if, among other things, our first team does not finish in the top half of the Premier League or fails to qualify for certain European competitions. The amount of the reduction in payment depends upon which event occurs, and the maximum possible reduction would be £6.35 million per season if our first team does not compete in the Premier League. Our agreement with Nike is the only partnership or sponsorship contract with such performance-related reductions.

The agreement with Nike is subject to typical reciprocal termination provisions for a contract of this nature in respect of material breach and insolvency. Nike may also terminate the agreement upon certain events occurring, including Manchester United ceasing to exercise authority over the management and operations of our teams and our first team being banned from any national or international competition for two or more seasons.

Retail

In addition to our flagship retail store at Old Trafford, Manchester United branded retail locations have recently opened in Singapore, Macau, Thailand and India. We plan to expand our global retail footprint over the next several years.

Merchandising & product licensing

MUML currently has over 200 licensees serving over 125 countries. These licensees produce a wide range of Manchester United products like mugs, bedding and toys, which are coveted by our followers around the world. Under our product licensing agreements, we receive royalties from the sales of specific Manchester United branded products. Under some product licensing agreements, we receive a minimum guaranteed payment from the licensee. Some licensees are granted exclusive rights under specific product categories on a global basis; others are granted exclusive rights under specific product categories, but only within a specific country or geographic region. Some licensees are permitted to sublicense within their geographic region.

Wholesale apparel

Replica uniforms, training wear

The iconic Manchester United jersey and training wear are completely redesigned for each season. The annual launch of the new jersey is always a much-anticipated day for our global community of followers. The result is a robust wholesale apparel business that sold over 7 million items of Manchester United branded apparel, including 2 million replica jerseys, around the world in the last year.

E-commerce

We currently have an arrangement for online retailing with Kitbag and our official online store is branded as "United Direct." The store sells a range of Manchester United branded merchandise including official replica kit and other clothing from Nike. In addition, we offer a broad range of other apparel, equipment such as balls, luggage and other accessories, homewares such as bedroom, kitchen and bathroom accessories, and collectibles, souvenirs and other gifts. We currently receive a royalty amounting to a percentage of gross sales of the merchandise sales generated online.

We believe there is a significant opportunity for us to expand our e-commerce capabilities through improved digital shopping experiences, greater product availability and more efficient fulfillment. Specifically, we intend to improve our ability to target merchandise offerings to our followers using their stated preferences

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and historical behavior. In addition, we will enable global and regional product delivery and payment collection. We plan to develop partnerships with companies that have expertise in e-commerce, logistics and distribution by region in order to grow our online retailing and integrate it across our new media and mobile platforms.

New Media & Mobile

Digital media

Due to the power of our brand and the quality of our content, we have formed mobile telecom partnerships in 44 countries that enable our partners to attract and retain subscribers and drive their revenue. Our website, www.manutd.com, is published in 7 languages and over the last 12 months attracted an average of more than 5 million unique users and approximately 62 million page views per month. We use our website, which incorporates e-commerce and video subscription services, to communicate with our followers, promote the Manchester United brand and provide a platform for our sponsors to reach our global audience. Our Facebook page currently has over 24 million connections and is one of the most highly followed and user engaged brand pages. The following graph shows the growth in the number of Facebook connections since July 2010:

Number of Facebook Connections

GRAPHIC

The proliferation of digital television, broadband internet, smartphones, mobile applications and social media globally provides our business with many opportunities to extend the reach of our content. Specifically, we intend to use our website and other digital media platforms for direct-to-consumer businesses, including selling premium services such as international digital memberships, video and exclusive content subscriptions, other media services and e-commerce. We will also continue to leverage our digital media platform to generate customer data and information as well as follower profiles of commercial value to us, our sponsors and our media partners. We believe that in the future, digital media will be one of the primary means through which we engage and interact with our follower base.

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Content and localization

Our digital media properties are an increasingly important means through which we engage with our international fan base. In the United Kingdom, coverage of Manchester United and the Premier League is prevalent in print, television and digital media. We believe we face less competition in international markets for Manchester United coverage and can therefore attract and retain a greater portion of our followers to our own digital media offering. To take advantage of that opportunity, we will increasingly seek to develop additional premium and exclusive content to enhance the proposition for our followers, members and paid subscribers around the world. Our followers generally prefer to consume our content in their language and context. We believe we can effectively deliver tailored services to our followers globally through various language offerings, geographic targeting and personalized content.

We currently have international language websites in English, Spanish, French, Arabic, Chinese, Korean and Japanese, which enable us to engage with our followers in their native language. We intend to develop further international language websites with Portuguese, Indonesian/Bahasa and Thai as our initial priorities, given the significant number of our followers who use those languages. In addition to translating the content from our English language offerings, we intend to develop tailored content for each of the above languages. We believe this localization will enhance the relevance of our content for our followers, improve the level of follower engagement and increase the revenue generating potential of our digital media offerings.

Mobile services and applications

We currently offer digital content to mobile devices under our "MU Mobile" brand. Users can access content and a video service via an "MU Mobile" wireless application protocol or mobile site.

We have entered into regional agreements with mobile operators to whom we grant rights to operate our "MU Mobile" service in 44 countries. These rights include the permission to deliver Manchester United content to customers on a territory-exclusive basis and certain intellectual property rights to market and promote the service in the relevant region. The content provided includes highlight clips, match and news text alerts, ringtones and wallpapers. Our mobile and telecommunications partners operate the service on a geographically exclusive basis and use our intellectual property to drive awareness of their brands and product offerings. These partnerships are based on contracts lasting from two to five years. The following graph shows the growth in number of countries where MU Mobile service has become available over the last four years:

Number of Countries with MU Mobile Service

GRAPHIC

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We have granted rights to operate our "MU Mobile" service in the following countries:

/*/ Bahrain   /*/ Hong Kong   /*/ Malaysia   /*/ South Africa
/*/ Bangladesh   /*/ India   /*/ Niger   /*/ Sri Lanka
/*/ Benin   /*/ Indonesia   /*/ Nigeria   /*/ Swaziland
/*/ Botswana   /*/ Iraq   /*/ Oman   /*/ Syria
/*/ Bulgaria   /*/ Jordan   /*/ Pakistan   /*/ Tanzania
/*/ Burkina Faso   /*/ Kenya   /*/ Qatar   /*/ Turkey
/*/ Cambodia   /*/ Kuwait   /*/ Republic of the Congo   /*/ United Arab Emirates
/*/ Chad   /*/ Laos   /*/ Rwanda   /*/ Uganda
/*/ Democratic Republic of the Congo   /*/ Lebanon   /*/ Saudi Arabia   /*/ Vietnam
/*/ Gabon   /*/ Madagascar   /*/ Seychelles   /*/ Yemen
/*/ Ghana   /*/ Malawi   /*/ Sierra Leone   /*/ Zambia

Mobile Revenue Growth

GRAPHIC

There has been a significant increase in the prevalence of broadband mobile and video-enabled mobile devices in recent years. Mobile devices such as the Apple iPhone and those based on the Android operating system enable consumers to browse the internet, watch video, access dedicated applications and conduct e-commerce through their mobile device. As a consequence, our followers are increasingly seeking to access our website and other content via mobile devices.

We intend to develop multi-platform mobile sites and mobile applications that will facilitate access for our followers to our content across a range of devices and carriers in order to meet global demand.

Video on demand

The proliferation of broadband internet and mobile access also allows us to offer video on demand to our followers around the world. We currently offer a basic video on demand service branded "MUTV Online" which provides subscribers with limited access to match highlights, and club news bulletins.

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Going forward, however, we intend to leverage the strength of our MUTV platform to generate improved and localized content such as high definition highlights, customized highlights and features on the club's players. We intend to distribute this content on a subscription and pay-per-view basis. Depending on the market, we may offer video on demand services via our media partners as part of a comprehensive suite of media rights as well as on a direct-to-consumer basis from us.

Social media

With 659 million followers worldwide, we believe there is a significant opportunity to leverage the capabilities of social media platforms to augment our relationships with our followers around the world. By establishing an official presence on these platforms, we believe we will be able to deepen the connections with our follower base and improve our ability to market and sell products and services to our followers.

We currently have over 24 million connections on our Facebook page and are adding, on average, approximately 500,000 connections per month. We use Facebook as a means to communicate news and other updates, engage with our followers, identify active followers, solicit feedback from our users, tailor future digital media offerings and enhance the overall follower experience. In addition, we believe Facebook will provide an increasing source of traffic to our club branded digital media services and e-commerce properties, which will enhance our ability to convert them into customers through international memberships, video on demand subscriptions and e-commerce.

Beyond Facebook, we intend to expand our reach through different social media platforms by launching additional Manchester United branded presences on global platforms as well as regional and language-specific platforms. For example, in China, this may include microblogs such as QQ and Sina Weibo, video sharing platforms such as Youku and Tudou, as well as social networking websites such as QQ and RenRen. We believe this expansion will enable us to broaden the reach of our brand and the content we produce as well as enhance our engagement with followers in many of our key international and emerging markets.

Customer relationship management

One of our ongoing strategic objectives is to further develop our understanding of and deepen the relationships with our followers. We operate a customer relationship management ("CRM") program in order to better understand the size, location, demographics and characteristics of our follower base on an aggregated basis. Our CRM program enables us to more effectively target our product and service offerings such as digital subscription services, merchandise and tickets. A deep understanding of our follower base is also valuable to sponsors and media partners who seek to access specific customer categories with targeted and relevant advertising.

Broadcasting

Broadcasting includes all revenue covering domestic and international television and radio rights to the Premier League, the Champions League and domestic cup competitions. Revenue from the sale of television rights are represented by both free television and pay television worldwide. In addition, our global television channel, MUTV, delivers Manchester United programming to 54 countries around the world.

Broadcasting revenue including, in some cases, prize money received by us in respect of the various competitions will vary from year to year. This is partly due to the fact that the total amount available from each competition will vary and partly because our share of the total amount is based on the level of success of our first team in those competitions.

In respect of the Premier League, media agreements are typically three years in duration and are collectively negotiated and entered into with media distributors by the Premier League on behalf of the member clubs.

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Since the inception of the Premier League in 1992, we have been among the top two clubs in earnings from these sources each season.

In the Champions League, media agreements are typically three years in duration and are collectively negotiated and entered into by UEFA on behalf of the participating clubs. Each club receives a fixed amount for qualifying for the group stage, representing a significant portion of the total, and an additional amount for each match played as well as a bonus based on its performance in the group and qualification for the round of 16. A second component of revenue is determined by a club's position in its domestic league at the end of the previous season as well as its performance in the Champions League in the current season relative to other clubs from its home country.

Some of the broadcasting revenue in certain of the competitions in which our first team competes is distributed in the form of prize money. Therefore, depending on the performance of our first team in certain competitions, we may be awarded some of this prize money.

MUTV

MUTV is the global television channel for Manchester United and is broadcast in 54 countries. MUTV broadcasts a wide variety of content which is compelling to our global community of followers, including news, game highlights, and exclusive "behind the scenes" coverage our club.

Depending on the market, we may offer our suite of media rights as a bundle giving exclusive access to one multi-platform media provider or offer MUTV as a single product to television distributors. MUTV features a range of content generated from its own production facilities.

In the United Kingdom, MUTV is offered directly to consumers through the Sky and Virgin Media distribution platforms. Outside the United Kingdom, we offer MUTV through distribution partners as part of a suite of media rights, which can be purchased on a bundled or selective basis and can include certain promotional rights.

MUTV was founded in 1997 to be a dedicated television channel for the club. MUTV Limited, the owner of MUTV, was originally an equal equity interest joint venture between us, Sky Ventures Limited, a wholly-owned subsidiary of Sky, and ITV plc. This partnership was originally envisaged to be one in which Manchester United provided the intellectual property and content, ITV plc provided production capability, and Sky provided the distribution capability. We bought ITV plc's one-third share in MUTV Limited in November 2007 and now own 66.7% of MUTV Limited. MUTV generates its own content and operates its own production capability.

On May 27, 2010, we entered into a letter agreement with MUTV to acquire MUTV's international distribution rights for a period of three years from June 1, 2010 through May 31, 2013. Although the letter agreement was stated to be subject to a long-form contract to be concluded by June 25, 2010, both we and MUTV have been operating, and continue to operate, on the basis of the letter agreement. Acquiring MUTV's international distribution rights has supported us in establishing direct relationships with media, television and telecommunications providers around the world. The letter agreement contains a recurring option for us to extend its term for successive periods of three years. The financial terms for the three year periods from June 1, 2013 through May 31, 2016, from June 1, 2016 through May 31, 2019 and from June 1, 2019 through May 31, 2022 are based on the financial terms for the period from June 1, 2010 through May 31, 2013 (subject to a formula-based adjustment). The letter agreement allows for a financial review to take place in June 2021 (to take effect from June 1, 2022).

MUTV features a range of content, the primary categories of which are:

    highlights from games and other time-delayed game footage, both of which are subject to certain holdback periods under the agreements between media distributors, the participating clubs and the Premier League and UEFA;

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    live coverage of promotional tours and exhibition games; and

    lifestyle programming and other "behind the scenes" content profiling the club, our history, our manager and our players.

The following is a list of all countries where MUTV coverage is provided as of the date of this prospectus.

MUTV Partner Coverage

/*/ Angola   /*/ Dominican Republic   /*/ Iceland   /*/ Mozambique   /*/ Seychelles
/*/ Australia   /*/ El Salvador   /*/ Italy   /*/ Nicaragua   /*/ Sierra Leone
/*/ Benin   /*/ Eritrea   /*/ Ivory Coast   /*/ New Zealand   /*/ Singapore
/*/ Brazil   /*/ Ethiopia   /*/ Kenya   /*/ Niger   /*/ South Africa
/*/ Burundi   /*/ Gambia   /*/ Liberia   /*/ Nigeria   /*/ South Korea
/*/ Burkina Faso   /*/ Ghana   /*/ Malawi   /*/ Norway   /*/ Tanzania
/*/ Cameroon   /*/ Guinea   /*/ Malaysia   /*/ Panama   /*/ Thailand
/*/ Cape Verde   /*/ Guinea-Bissau   /*/ Mali   /*/ Poland   /*/ Togo
/*/ Costa Rica   /*/ Guatemala   /*/ Malta   /*/ Portugal   /*/ Uganda
/*/ Cyprus   /*/ Honduras   /*/ Mauritius   /*/ Rwanda   /*/ Zambia
/*/ Czech Republic   /*/ Hong Kong   /*/ Mexico   /*/ Senegal    

Matchday

Our iconic stadium, which we own, is called Old Trafford and is known as "The Theatre of Dreams." It is one of the most famous and historic stadiums in the world. Football followers travel from all over the world to realize their dream of attending a match at our hallowed ground. Old Trafford is now the largest football club stadium in the United Kingdom, with a capacity of 75,766, and has one of the highest attendance rates of any football club in the Premier League. The stadium has been completely renovated and has all the modern luxuries of any new stadium, including 155 luxury boxes, approximately 8,000 executive club seats, 15 restaurants and 4 sports bars.

We have one of the highest capacity utilizations among English clubs, with an average attendance for our home Premier League matches of 99% for each season since the 1997/98 season. The substantial majority of our tickets are sold to both general admission and executive season ticket holders, the majority of whom pay for all their tickets in advance of the first game of the season. We also derive revenue from the sale of hospitality packages, food, drinks, event parking and programs on matchdays.

Other matchday revenue includes matchday catering, event parking, program sales as well as membership and travel, Manchester United Museum revenue and a share of the ticket revenue from away matches in domestic cup competitions. Matchday revenue also includes revenue from other events hosted at Old Trafford, including other sporting events (including football matches as part of the London 2012 Olympic Games and the annual Rugby Super League Grand Final), music concerts and entertainment events.

We aim to maximize ticket revenue by enhancing the mix of experiences available at each game and providing a range of options from general admission tickets to multi-seat facilities and hospitality suites. In particular, we have recently increased overall matchday revenue by restructuring the composition of our stadium, with an emphasis on developing hospitality facilities which sell at a higher price and improve our margins. As part of this effort, we have invested in new and refurbished multi-seat hospitality suites as well as improvements to our single-seat facilities. We expect our enhancements to our hospitality facilities to continue to be a key driver of our profit from matchday sales going forward.

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Manchester United Museum

The Manchester United Museum is located in Old Trafford. It chronicles Manchester United's rich and glorious history. In addition, it houses the club's most precious artifacts and trophies. In 2010/2011, approximately 310,000 people visited the Manchester United Museum making our museum the most visited football club museum in the United Kingdom.

Membership Program

We also operate a membership program. Individuals who become Official Members have the opportunity to apply for tickets to all home matches. Adult Official Members pay £30 per season to join the scheme while persons over the age of 65 and under the age of 18 receive a discount.

Social Responsibility

The Manchester United Foundation

We are committed to a wide-ranging corporate social responsibility program through the Manchester United Foundation. The work of the Foundation is divided into three areas: (i) local community initiatives such as the Football in the Community program, which has provided training and support to residents of Greater Manchester; (ii) our global charitable partnership with UNICEF; and (iii) partnerships with local charities The Christie and Francis House Children's Hospice to assist in their initiatives and fundraising. United for UNICEF, the international charity partnership between Manchester United and UNICEF, has had a positive impact on the lives of over 1.5 million children in countries across the globe, including China, India, Thailand, Laos, Vietnam, South Africa, Mozambique, Afghanistan and Iraq. The projects supported have included work with children affected by emergencies like the 2004 tsunami in Thailand and those living in poverty, often with no access to education and at risk from exploitation.

Intellectual Property

We consider intellectual property to be important to the operation of our business, and critical to driving growth in our commercial and sponsorship revenue. Certain of our commercial partners have rights to use our intellectual property. In order to protect our brand we generally have contractual rights to approve uses of our intellectual property by our commercial partners.

We consider our brand to be a key business asset and therefore have a portfolio of Manchester United related registered trademarks and trademark applications, with an emphasis on seeking and maintaining trademark registrations for the words "Manchester United" and the club crest. We also actively procure copyright protection and copyright ownership of materials such as literary works, logos, photographic images and audio visual footage.

Enforcement of our trademark rights is important in maintaining the value of the Manchester United brand. There are numerous instances of third parties infringing our trademarks, for example, through the manufacture and sale of counterfeit products. While it would be cost-prohibitive to take action in all instances, our aim is to consistently reduce the number of Manchester United related trademark infringements by carrying out coordinated, cost-effective enforcement action on a global basis following investigation of suspected trademark infringements. Enforcement action takes a variety of forms. In the United Kingdom, we work with enforcement authorities such as trading standards and customs authorities to seize counterfeit goods and to stop the activities of unauthorized sellers. Overseas enforcement action is taken by approved lawyers and investigators. Those lawyers and investigators are instructed to work with, where feasible, representatives of other football clubs and brands that are experiencing similar issues within the relevant country in order that our enforcement action costs can be minimized as far as possible. We also work with the Premier League in respect of infringements that affect multiple Premier League clubs, in

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particular in Asia. We also take direct legal action against infringers, for example, by issuing cease and desist letters or seeking compensation when we consider that it is appropriate to do so.

In relation to materials for which copyright protection is available (such as literary works, logos, photographic images and audio visual footage), our current practice is generally to secure copyright ownership where possible and appropriate. For example, where we are working with third parties and copyright protected materials are being created, we generally try to secure an assignment of the relevant copyright as part of the commercial contract. However, it is not always possible to secure copyright ownership. For example, in the case of audio visual footage relating to football competitions, copyright will generally vest in the competition organizer and any exploitation by Manchester United Limited (UK) of such footage will be the subject of a license from the competition organizer.

As part of our ongoing investment into intellectual property, we are in the process of implementing a program that is designed to detect intellectual property infringement in a digital environment and to facilitate taking action against infringers.

Competition

From a business perspective, we compete across many different industries and within many different markets. We believe our primary sources of this competition include, but are not limited to:

    Football clubs:  We compete against other football clubs in the Premier League for match attendance and matchday revenue. We compete against football clubs around Europe and the rest of the world to attract the best players and coaches in the global transfer and football staff markets.

    Television media:  We receive media income primarily from the Premier League and Champions League media contracts, each of which is collectively negotiated. Further details of such arrangements are set out in the section headed " — Revenue Sectors — Broadcasting." On a collective level, and in respect of those media rights we retain, we compete against other types of television programming for broadcaster attention and advertiser income both domestically and in other markets around the world.

    Digital media:  We compete against other digital content providers for consumer attention and leisure time, advertiser income and consumer e-commerce activity.

    Merchandise and apparel:  We compete against other providers of sports apparel and equipment.

    Sponsorship:  As a result of the international recognition and quality of our brand, we compete against many different outlets for corporate sponsorship and advertising income, including other sports and other sports teams, other entertainment and events, television and other traditional and digital media outlets.

    Live entertainment:  We compete against alternative forms of live entertainment for the sale of matchday tickets, including other live sports, concerts, festivals, theatre and similar events.

As a result, we do not believe there is any single market for which we have a well-defined group of competitors.

Real Property

We own or lease property dedicated to our football and other operations. The most significant of our real properties is Old Trafford. The following table sets out our key owned and leased properties. In connection with our revolving credit facility and our senior secured notes, several of our owned properties, including Old Trafford are encumbered with land charges as security for all obligations under those agreements, although: (a) Manchester International Freight Terminal is not encumbered as it has already been given as security under the Alderley Facility; and (b) the Carrington Training Ground is not encumbered.

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Key property and location
  Primary function   Owned/leased   Owner/lessor   Area  
 
   
   
   
  (approx. m2)
 

Old Trafford Football Stadium, Manchester, Lancashire

  Football stadium   Owned (freehold)   Manchester United Limited (UK)     205,000  

Carrington Training Ground, Carrington, Trafford

  Football training facility   Owned (freehold)   Manchester United Limited (UK)     440,000  

Littleton Road Training Ground, Salford

  Football training facility   Owned (freehold)   Manchester United Limited (UK)     84,000  

The Cliff, Lower Broughton Road,
Salford

  Football training facility   Owned (freehold)   Manchester United Limited (UK)     28,000  

Manchester International Freight Terminal, Westinghouse Road Trafford Park, Manchester

  Investment Property   Leased (through March 2071)   Alderley Urban Investments Limited     107,000  

Land and buildings on the southwest side of Trafford Wharf Road, Manchester

  Offices and Car Parking   Owned (freehold)   Manchester United Limited (UK)     23,000  

Office space, central London

  Offices   Leased (through March 2021)   Manchester United Limited (UK)     1,100  

Office space, central Hong Kong

  Offices   Leased (through September 2014)   Manchester United Limited (UK)     500  

Legal Proceedings

We are involved in various routine legal proceedings incident to the ordinary course of our business. We believe that the outcome of all pending legal proceedings, in the aggregate, will not have a material adverse effect on our business, financial condition or operating results. Further, we believe that the probability of any losses arising from these legal proceedings is remote and accordingly no provision has been made in the consolidated balance sheet as of December 31, 2011 in accordance with IFRS.

Subsidiaries

Our directly or indirectly wholly-owned material subsidiaries include the following, all of which are companies incorporated in England and Wales: Red Football Shareholder Limited; Red Football Joint Venture Limited; Red Football Limited; Red Football Junior Limited; Manchester United Football Club Limited; MU Interactive Limited; Alderley Urban Investments Limited; MU Finance plc; and Manchester United Limited (UK). We also own approximately 66.7% of MUTV Limited, a company incorporated in England and Wales, the other 33.3% of which is owned by Sky Ventures Limited.

Customers

Our top five customers, measured in terms of credit exposure, represented 46.4%, 57.7% and 51.5% of our total revenue in each of the years ended June 30, 2009, 2010 and 2011, respectively. Our material customers are the Premier League, UEFA, Nike and Aon. See "Risk Factors — We are exposed to credit related losses in the event of non-performance by counterparties to Premier League and UEFA media contracts as well as our key commercial and transfer contracts." Our top customer, measured in terms of credit exposure, is the Premier League and represented 19.5%, 19.5% and 19.1% of our total revenue in each of the years ended June 30, 2009, 2010 and 2011, respectively.

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MANAGEMENT

Executive Officers and Directors

The following table lists each of our current executive officers and directors and their respective ages and positions as of the date of this prospectus.


Name
  Age   Position

Joel Glazer

    44   Executive Co-Chairman

Avram Glazer

    51   Executive Co-Chairman

David Gill

    54   Chief Executive Officer and Director

Edward Woodward

    40   Executive Vice Chairman and Director

Michael Bolingbroke

    46   Chief Operating Officer

Richard Arnold

    41   Commercial Director

Jamieson Reigle

    35   Director of Corporate Development

The following is a brief biography of each of our executive officers:

Joel Glazer, aged 44, is Executive Co-Chairman of the Company. He is currently a director of Red Football Limited and Co-Chairman of Manchester United Limited (UK). Mr. Glazer is Co-Chairman of the Tampa Bay Buccaneers. Mr. Glazer is a member of the NFL Finance and International Committees. Mr. Glazer graduated from American University in 1989 with a bachelor's degree.

Avram Glazer, aged 51, is Executive Co-Chairman of the Company. He is currently a director of Red Football Limited and Co-Chairman of Manchester United Limited (UK). Mr. Glazer served as President and Chief Executive Officer of Zapata Corporation, a US public company between from March 1995 to July 2009 and Chairman of the board of Zapata Corporation from March 2002 to July 2009. Mr. Glazer received a business degree from Washington University in St. Louis in 1982. He received a law degree from American University, Washington College of Law in 1985.

David Gill, aged 54, is Chief Executive Officer and a Director of the Company. He was appointed to our board of directors on April 30, 2012. He is currently the Chief Executive Officer of Manchester United Limited (UK), a member of the board of Manchester United Football Club Limited, and Chairman of the board of trustees of the Manchester United Foundation. He joined Manchester United Limited as Finance Director in 1997 and was appointed Deputy Chief Executive in August 2000, Managing Director in July 2001 and Chief Executive Officer in September 2003. On July 14, 2006, Mr. Gill was elected to the board of the Football Association, the governing body of association football in England, and is a member of the FA Premier League Audit and Remuneration Committee. Additionally, Mr. Gill is a member of the board of the European Club Association, an organization representing football clubs in Europe. His seat, along with the rest of the board of the European Club Association, is up for re-election in 2013. Mr. Gill is a member of the UEFA professional Football Strategy Council, vice chairman of UEFA's Club Competition Committee and a member of the FIFA World Club Cup Committee. Mr. Gill received a Bachelor of Commerce degree from the University of Birmingham in 1978 and in July 2011 he was awarded an Honorary Doctorate from the University. He received his Chartered Accountancy qualification in 1981.

Edward Woodward, aged 40, is Executive Vice Chairman and a Director of the Company. He was appointed to our board of directors on April 30, 2012 and is currently the Executive Vice Chairman of Manchester United Limited (UK), having been elected to its board of directors in February 2008. He is also director of Manchester United Merchandising Limited and MUTV and is on the Marketing Committee of the European Clubs Association. On joining the club in 2005 he initially managed the capital structure of the group and advised on the overall financial business plan. In 2007 he assumed responsibility for the commercial and media operations and developed and implemented a new overall commercial strategy for the club. This resulted in a new structured approach to commercialising the brand, including developing the sponsorship

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strategy, led out of the London office. Mr. Woodward formerly worked as a senior investment banker within J.P. Morgan's international mergers and acquisitions team between 1999 and 2005. Prior to joining J.P. Morgan, Mr. Woodward worked for PricewaterhouseCoopers in the Accounting and Tax Advisory department between 1993 and 1999. He received a Bachelor of Science degree in physics from Bristol University in 1993 and qualified for his Chartered Accountancy in 1996.

Michael Bolingbroke, aged 46, is the Chief Operating Officer of the Company. He is responsible for ticketing, hospitality, match and non-matchday operations, club secretarial functions, property management and corporate services including finance, human resources, legal and information technology. He is also a board member of MUTV and a trustee on the board of the Club's Pension Fund. Prior to joining the Company, Mr. Bolingbroke was previously the Senior Vice President, Shows at Cirque du Soleil, where he worked from March 2001 to April 2007 managing the strategy, profitability and operations of the Company's global business comprising fixed and touring shows. Prior to joining Cirque du Soleil, Mr. Bolingbroke was the Senior Vice President, Operations at the Jim Henson Company, where he worked from July 1992 to March 2001. Mr. Bolingbroke was also on the board of MUML (Manchester United Limited's joint venture partnership with Nike) from October 9, 2007 to May 25, 2010. Mr. Bolingbroke received his Bachelor of Arts degree from Reading University in 1987 and a Master of Business Administration from the London Business School in 2001. He has been a member of the Institute of Chartered Accountants since 1991.

Richard Arnold, aged 41, is the Commercial Director of the Company. He is responsible for the management and growth of the Company's sponsorship business, retail, merchandising, apparel & product licensing business, and new media & mobile business. In this capacity he was nominated for SportBusiness International's Sports innovator of the year list in 2011. Mr. Arnold is on the board of Manchester United Merchandising Limited, MUTV and the board of trustees of the Manchester United Foundation. Mr. Arnold was previously Deputy Managing Director of InterVoice Ltd responsible for the international channel sales and marketing division of InterVoice Inc., a NASDAQ listed technology company, between 2002 and 2007. He was nominated as a finalist for Young Director of the Year by the United Kingdom Institute of Directors in 2004 and 2005. Prior to InterVoice, he worked at Global Crossing Europe Ltd, a company in the technology sector, on its restructure between 1999 and 2002. Prior to this he was a senior manager in the telecommunications and media practice at PricewaterhouseCoopers from 1993 to 1999, including working on the privatization of the Saudi Telecommunications Corporation and the Initial Public Offering of Orange in the United Kingdom. He received an honors Bachelor of Science degree in biology from Bristol University in 1993 and received his Chartered Accountancy qualification in 1996.

Jamieson Reigle, aged 35, is the Director of Corporate Development of the Company. He is responsible for the Company's capital structure and investor relations. He also leads strategic initiatives across the commercial and media businesses. Mr. Reigle was appointed as Managing Director, Asia in March 2012 and will be responsible for the management and growth of the Company's businesses in Asia. Prior to Manchester United Limited, Mr. Reigle worked in private equity with The Carlyle Group and in investment banking with J.P. Morgan. He received a Bachelor of Arts degree in Economics from Dartmouth College and a Master of Business Administration from Stanford University's Graduate School of Business.

Family Relationships

Our Executive Co-Chairmen, Avram Glazer and Joel Glazer, are siblings.

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Foreign Private Issuer and Controlled Company Exemptions

In general, under                             rules, foreign private issuers, as defined under the Exchange Act, are permitted to follow home country corporate governance practices instead of the corporate governance practices of                             . A foreign private issuer making its initial public offering or first US listing on                             that follows home country corporate governance practices must disclose in its registration statement or on its website each requirement that it does not follow and must describe the home country practices it follows in lieu of such requirements. We intend to rely on this exemption only with respect to                             . See "Description of Share Capital."

However, we intend to avail ourselves of the "controlled company" exemption under the                             corporate governance rules. "Controlled companies" under those rules are companies of which more than 50% of the voting power is held by an individual, a group or another company. Our principal shareholder and its affiliates will continue to control more than 50% of the voting power of our ordinary shares upon completion of this offering, and our principal shareholder will be able to nominate a majority of directors for election to our board of directors. Accordingly, we are eligible to, and we intend to, take advantage of certain exemptions from                             governance requirements provided in the                             rules. Specifically, as a controlled company under                              rules, we are not required to have a majority of independent directors or a compensation committee or nominating and corporate governance committee composed entirely of independent directors. The "controlled company" exemption does not modify the independence requirements for the audit committee, and we intend to comply with the requirements of Sarbanes-Oxley and the                              rules, which require that our audit committee be composed of three independent directors. However, under the                             rules, we are permitted to phase in our independent audit committee by requiring one independent member at the time of listing, a majority of independent members within 90 days of listing and a fully independent committee within one year of listing.

If at any time we cease to be a "controlled company" or a "foreign private issuer" under the rules of                             and the Exchange Act, as applicable, our board of directors will take all action necessary to comply with                             corporate governance rules.

Due to our intent to follow certain home country corporate governance practices and to avail ourselves of the controlled company exemptions, our shareholders will not have the same protections afforded to shareholders of companies that are subject to all                             corporate governance requirements.

Board of Directors

Upon consummation of this offering, we will have                             directors,                              of whom will be independent directors, on our board of directors. Any director on our board may be removed by way of an ordinary resolution of shareholders or by our shareholders holding a majority of the voting power of our outstanding ordinary shares by notice in writing to the Company. Any vacancies on our board of directors or additions to the existing board of directors can be filled by our shareholders holding a majority of the voting power of our outstanding ordinary shares by notice in writing to the Company. See "Description of Share Capital." Each of our directors holds office until he resigns or is recused from office as discussed above.

Our board of directors will establish an audit committee and a remuneration committee prior to the consummation of this offering.

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Committees of the Board of Directors and Corporate Governance

Upon the completion of this offering, our board of directors will have established an audit committee and a remuneration committee. The composition and responsibilities of each committee are described below. Members will serve on these committees until their resignation or until otherwise determined by our board of directors. In the future, our board of directors may establish other committees, as it deems appropriate, to assist with its responsibilities.

Audit committee

Upon consummation of this offering, our audit committee consists of Messrs.                              ,                              and                              . Our board of directors has determined that Messrs.                              and                              each satisfies the "independence" requirements set forth in Rule 10A-3 under the Exchange Act. Mr.                              has been appointed to act as chairman of our audit committee and satisfies the criteria of an audit committee financial expert as set forth under the applicable rules of the Exchange Act. The audit committee will oversee our accounting and financial reporting processes and the audits of our financial statements. The audit committee will be responsible for, among other things:

    selecting our independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by our independent registered public accounting firm;

    reviewing with our independent registered public accounting firm any audit issues or difficulties and management's response;

    discussing the annual audited financial statements with management and our independent registered public accounting firm;

    reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of significant control deficiencies;

    annually reviewing and reassessing the adequacy of our audit committee charter;

    such other matters that are specifically delegated to our audit committee by our board of directors from time to time; and

    meeting separately and periodically with management, our internal auditors and independent registered public accounting firm.

Remuneration committee

Upon the consummation of this offering, our remuneration committee will consist of Messrs.                              ,                              and                              . Mr.                              will be the chairperson of our remuneration committee.

The remuneration committee will be responsible for, among other things:

    determining the levels of remuneration for each of our executive officers and directors; however, no member of the remuneration committee will participate in decisions relating to his or her remuneration;

    establishing and reviewing the objectives of our management compensation programs and compensation policies;

    reviewing and approving corporate goals and objectives relevant to the remuneration of senior management, including annual and long-term performance goals and objectives;

    evaluating the performance of members of senior management and recommending and monitoring the remuneration of members of senior management; and

    reviewing, approving and recommending the adoption of any equity-based or non-equity based compensation plan for our employees or consultants and administering such plan.

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We intend to avail ourselves of the "controlled company" exemption under                             rules, which exempts us from the requirement that we have a remuneration committee composed entirely of independent directors.

Code of Business Conduct and Ethics

Prior to the consummation of this offering, we will adopt a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Our code of business conduct and ethics will address, among other things, competition and fair dealing, conflicts of interest, financial matters and external reporting, company funds and assets, confidentiality and corporate opportunity requirements and the process for reporting violations of the code of business conduct and ethics, employee misconduct, conflicts of interest or other violations. Our code of business conduct and ethics will be available on our website upon consummation of this offering. Any amendments to the code, or any waivers of its requirements, will be disclosed on our website.

Duties of Directors and Conflicts of Interest

Under Cayman Islands law, our directors have a duty of loyalty to act honestly, in good faith and with a view to our best interests. Our directors also have a duty to exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our amended and restated memorandum and articles of association. In certain limited circumstances, a shareholder has the right to seek damages if a duty owed by our directors is breached.

Pursuant to our amended and restated articles of association, a director who is in any way interested in a contract or transaction with the company will declare the nature of his interest at a meeting of the board of directors. A director may vote in respect of any such contract or transaction notwithstanding that he may be interested therein and if he does so his vote will be counted and he may be counted in the quorum at any meeting of the board of directors at which any such contract or transaction shall come before the meeting for consideration.

Compensation

We set out below the amount of compensation paid and benefits in kind provided by us or our subsidiaries to our directors and members of the executive management for services in all capacities to our Company or our subsidiaries for the 2011 fiscal year, as well as the amount contributed by our Company or our subsidiaries to retirement benefit plans for our directors and members of the executive management board.

Directors and Executive Management Compensation

The compensation for each member of our executive management is comprised of the following elements: base salary, bonus, contractual benefits, and pension contributions. Total amount of compensation paid and benefits in kind provided to the members of our board of directors and our executive management employees for the fiscal year 2011 was approximately £5.0 million. We do not currently maintain any bonus or profit-sharing plan for the benefit of the members of our executive management; however, certain members of our executive management are eligible to receive annual bonuses pursuant to the terms of their service agreements. The total amount set aside or accrued by us to provide pension, retirement or similar benefits to our directors and our executive management employees with respect to the fiscal year 2011 was approximately £289,489.

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Employment or Service Agreements

We have entered into written employment or service agreements with each of the members of our executive management, which agreements provide, among other things, for benefits upon a termination of employment. We anticipate that we may amend these employment and service agreements or enter into new employment and service agreements with our executives and directors in connection with the consummation of this offering. The terms of such new agreements, including any benefits to be provided upon a termination of employment, will be determined prior to the consummation of this offering, and the agreements will become effective upon the consummation of this offering.

We have not entered into written employment or service agreements with our outside directors, including any member of the Glazer family. However, we may in the future enter into employment or services agreements with such individuals, the terms of which may provide for, among other things, cash or equity-based compensation and benefits.

Employees

As of December 31, 2011, we employed 696 employees providing full-time services. We are not signatory to any labor union collective bargaining agreement. In each of the last three years, we engaged an average of 2,024 temporary employees on a regular basis to perform, among other things, catering, security, ticketing, hospitality and marketing services during matchdays at Old Trafford. The number of our employees providing full-time services ranged from a low of 591 to a high of 628 over the last three fiscal years. Compensation to full-time and temporary employees is accounted for in our employee benefit expenses.

Potential Changes to our Remuneration Structure Contingent Upon the Consummation of this Offering

2012 Equity Incentive Award Plan

Prior to completion of the offering, we intend to adopt a 2012 Equity Incentive Award Plan (the "Equity Plan"). The principal purpose of the Equity Plan will be to attract, retain and motivate selected employees, consultants and non-employee directors through the granting of stock-based and cash-based compensation awards. The principal features of the Equity Plan are summarized below.

Share reserve

Under the Equity Plan,                             shares of our Class A ordinary shares will initially be reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, stock appreciation rights, or SARs, restricted stock awards, restricted stock unit awards, deferred stock awards, deferred stock unit awards, dividend equivalent awards, stock payment awards and performance awards and other stock-based awards. The maximum number of Class A ordinary shares that may be subject to awards granted to any individual under the Equity Plan in any calendar year will be                             .

Administration

The remuneration committee of our board of directors (or other committee as our board of directors may appoint) will administer the Equity Plan unless our board of directors assumes authority for administration. Subject to the terms and conditions of the Equity Plan, the administrator will have the authority to select the persons to whom awards are to be made, to determine the types of awards to be granted, the number of shares to be subject to awards and the terms and conditions of awards, and to make all other determinations and to take all other actions necessary or advisable for the administration of the Equity Plan. The administrator will also be authorized to adopt, amend or rescind rules relating to the administration of the Equity Plan. Our board of directors will have the authority at all times to remove the remuneration

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committee (or other applicable committee) as the administrator and revest in itself the authority to administer the Equity Plan.

Eligibility

The Equity Plan will provide that stock options, SARs, restricted stock and all other awards may be granted to individuals who will then be our non-employee directors, officers, employees or consultants or the non-employee directors, officers, employees or consultants of certain of our subsidiaries.

Awards

The Equity Plan will provide that the administrator may grant or issue stock options, SARs, restricted stock, restricted stock units, deferred stock, deferred stock units, dividend equivalents, performance awards, stock payments and other stock-based and cash-based awards, or any combination thereof. Each award will be set forth in a separate agreement with the person receiving the award and will indicate the type, terms and conditions of the award.

    Stock Options will provide for the right to purchase Class A ordinary shares at a specified price, and usually will become exercisable (at the discretion of the administrator) in one or more installments after the grant date, subject to the participant's continued employment or service with us and/or subject to the satisfaction of corporate performance targets and/or individual performance targets established by the administrator.

    Restricted Stock may be granted to any eligible individual selected by the administrator and will be made subject to such restrictions as may be determined by the administrator. Restricted stock, typically, will be forfeited for no consideration or repurchased by us at the original purchase price (if applicable) if the conditions or restrictions on vesting are not met. The Equity Plan will provide that restricted stock generally may not be sold or otherwise transferred until the applicable restrictions are removed or expire. Recipients of restricted stock, unlike recipients of stock options, will have voting rights and will have the right to receive dividends, if any, prior to the time when the restrictions lapse; however, extraordinary dividends will generally be placed in escrow, and will not be released until the restrictions are removed or expire.

    Restricted Stock Units may be awarded to any eligible individual selected by the administrator, typically without payment of consideration, but subject to vesting conditions based on continued employment or service or on performance criteria established by the administrator. The Equity Plan will provide that, like restricted stock, restricted stock units may not be sold, or otherwise transferred or hypothecated, until vesting conditions are removed or expire. Unlike restricted stock, stock underlying restricted stock units will not be issued until the restricted stock units have vested, and recipients of restricted stock units generally will have no voting or dividend rights prior to the time when vesting conditions are satisfied and the shares are issued.

    Deferred Stock Awards will represent the right to receive Class A ordinary shares on a future date. The Equity Plan will provide that deferred stock may not be sold or otherwise hypothecated or transferred until issued. Deferred stock will not be issued until the deferred stock award has vested, and recipients of deferred stock generally will have no voting or dividend rights prior to the time when the vesting conditions are satisfied and the shares are issued. Deferred stock awards generally will be forfeited, and the underlying shares of deferred stock will not be issued, if the applicable vesting conditions and other restrictions are not met.

    Deferred Stock Unit Awards may be awarded to any eligible individual selected by the administrator, typically without payment of consideration, but subject to vesting conditions based on continued employment or service or on performance criteria established by the administrator. Each deferred stock unit award will entitle the holder thereof to receive one share of our Class A ordinary shares on the date the deferred stock unit becomes vested or upon a specified settlement date thereafter. The Equity Plan will provide that, like deferred stock, deferred stock units may not be sold or otherwise

97


        hypothecated or transferred until vesting conditions are removed or expire. Unlike deferred stock, deferred stock units may provide that ordinary shares in respect of underlying deferred stock units will not be issued until a specified date or event following the vesting date. Recipients of deferred stock units generally will have no voting or dividend rights prior to the time when the vesting conditions are satisfied and the shares underlying the award have been issued to the holder.

    Stock Appreciation Rights, or SARs, may be granted in the administrator's discretion separately or in connection with stock options or other awards. SARs granted in connection with stock options or other awards typically will provide for payments to the holder based upon increases in the price of our Class A ordinary shares over a set exercise price. There will be no restrictions specified in the Equity Plan on the exercise of SARs or the amount of gain realizable therefrom, although the Equity Plan will provide that restrictions may be imposed by the administrator in the SAR agreements. SARs under the Equity Plan will be settled in cash or Class A ordinary shares, or in a combination of both, at the election of the administrator.

    Dividend Equivalents will represent the value of the dividends, if any, per share paid by us, calculated with reference to the number of shares covered by the award. The Equity Plan will provide that dividend equivalents may be settled in cash or shares and at such times as determined by the administrator.

    Stock Payments are payments made to employees, consultants or non-employee directors in the form of Class A ordinary shares or an option or other right to purchase Class A ordinary shares. Stock payments may be made as part of a bonus, deferred compensation or other arrangement and may be subject to a vesting schedule, including vesting upon the attainment of performance criteria, in which case the stock payment will not be made until the vesting criteria have been satisfied. Stock payments may be made in lieu of cash compensation that would otherwise be payable to the employee, consultant or non-employee director or stock payments may be made as a bonus payment in addition to compensation otherwise payable to such individuals.

    Performance Awards, including performance stock units, will be granted by the administrator in its discretion on an individual or group basis. Generally, these awards will be based upon specific performance targets and will be paid in cash or in Class A ordinary shares or in a combination of both. The Equity Plan will provide that performance awards may include "phantom" stock awards that provide for payments based upon the value of our Class A ordinary shares and that performance awards may also include bonuses that may be granted by the administrator on an individual or group basis and which may be payable in cash, Class A ordinary shares or a combination of both.

Change in control

The Equity Plan will provide that the administrator may, in its discretion, provide that awards issued under the Equity Plan will be subject to acceleration, cash-out, termination, assumption, substitution or conversion of such awards in the event of a change in control or certain other unusual or nonrecurring events or transactions. In addition, the administrator will also have complete discretion to structure one or more awards under the Equity Plan to provide that such awards will become vested and exercisable or payable on an accelerated basis in the event such awards are assumed or replaced with equivalent awards but the individual's service with us or the acquiring entity is subsequently terminated within a designated period following the change in control event. It is anticipated that a change in control event under the Equity Plan will generally be defined as a merger, consolidation, reorganization or business combination in which we are involved, directly or indirectly (other than a merger, consolidation, reorganization or business combination which results in our outstanding voting securities immediately before the transaction continuing to represent a majority of the voting power of the acquiring company's outstanding voting securities) after which a person or group (other than our existing equity-holders) beneficially owns more than 50% of the outstanding voting securities of the surviving entity immediately after the transaction, or the sale, exchange or transfer of all or substantially all of our assets.

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Adjustments of awards

In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, spin-off, recapitalization, distribution of our assets to shareholders (other than normal cash dividends) or any other corporate event affecting the number of outstanding Class A ordinary shares in our capital or the share price of our Class A ordinary shares that would require adjustments to the Equity Plan or any awards under the Equity Plan in order to prevent the dilution or enlargement of the potential benefits intended to be made available thereunder, the Equity Plan will provide that the administrator will make appropriate, proportionate adjustments, as determined in its discretion, to the aggregate number and type of shares subject to the Equity Plan, the number and kind of shares subject to outstanding awards and the terms and conditions of outstanding awards (including, without limitation, any applicable performance targets or criteria with respect to such awards), and the grant or exercise price per share of any outstanding awards under the Equity Plan.

Amendment and termination

The Equity Plan will provide that our board of directors or the remuneration committee (with the approval of the board of directors) may terminate, amend or modify the Equity Plan at any time and from time to time. However, the Equity Plan will generally require us to obtain shareholder approval to the extent required by applicable law, rule or regulation (including any applicable stock exchange law), including in connection with any amendments to increase the number of shares available under the Equity Plan (other than in connection with certain corporate events, as described above).

Securities laws

The Equity Plan will be designed to comply with all provisions of the Securities Act and the Exchange Act and, to the extent applicable, any and all regulations and rules promulgated by the SEC thereunder. The Equity Plan will be administered, and stock options will be granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. We intend to file with the SEC a registration statement on Form S-8 covering Class A ordinary shares issuable under the Equity Plan.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Repurchase of Portions of Payment in Kind Loan by DLDB

DLDB LLC, a subsidiary of our principal shareholder, acquired portions of our secured payment in kind loan valued at £23,392,689 in open market transactions between January 14 and March 18, 2009. The amounts purchased comprised principal of £22,257,265 and accrued interest of £1,135,425. The acquisitions were for general investment purposes, and the terms of the acquisition and the payment in kind loan were on an arm's length basis. The amounts purchased were repaid upon our repayment of the payment in kind loan in November 2010. For further information, see Note 29 to our consolidated financial statements included elsewhere in this prospectus.

Loans to Principal Shareholder

Our subsidiary, Manchester United Limited (UK), granted loans to affiliates of our principal shareholder on December 19, 2008. The agreement governing these loans was subsequently amended on November 5, 2009 and again on November 22, 2010. The loans were in an aggregate amount of £10 million and were fully drawn. The interest rate on the loans was 5.5%. Interest was paid in cash pursuant to the terms of the loans in the years ended June 30, 2009, 2010 and 2011 in amounts of £233,110, £550,000 and £550,000, respectively. We believe the terms of the loans were at least as favorable to us as compared to terms that we would have received in connection with a loan to an independent third party. The loans were borrowed for general personal purposes. The loans were repaid in full on April 25, 2012.

Senior Secured Notes Held by Kevin Glazer

Kevin Glazer, an affiliate of our principal shareholder, and certain members of his immediate family acquired a portion of our outstanding senior secured notes in an aggregate principal amount of $10,600,000 in open market transactions on October 22, 2010 and January 12, 2011 (the "Relevant Notes"). The Relevant Notes pay interest at a rate of 83/8% and are subject to the other terms and conditions as described therein. The terms of the Relevant Notes are on an arm's length basis. They were acquired for general investment purposes.

Consulting Fees

We incurred a management fee of £2.9 million in fiscal year 2009, £3.1 million in fiscal year 2010, and £7.2 million in fiscal year 2011, payable to our principal shareholder, Red Football LLC. We also incurred a consultancy fee of £2.9 million in fiscal year 2009, payable to SLP Partners LLC, a company also controlled by affiliates of our principal shareholder. The management and consultancy fees paid to Red Football Limited Partnership and SLP Partners LLC were for the provision of consulting services to us, including strategic, sponsorship, commercial partnership, marketing, finance and related advice, and such other services consistent with those we reasonably required. For the year ended June 30, 2012, we expect to pay management fees equal to                             to Red Football Limited Partnership.

The consulting and management arrangement with SLP Partners LLC was terminated in 2010. Prior to this offering, we intend to terminate the management arrangement with Red Football Limited Partnership. No additional management or consultancy fees will be paid after this offering is consummated.

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PRINCIPAL AND SELLING SHAREHOLDER

The following table sets forth information regarding beneficial ownership of our Class A and Class B ordinary shares as of                         , 2012, by:

    each person whom we know to own beneficially more than 5% of our ordinary shares;

    each executive officer;

    each of the directors;

    all executive officers and directors as a group; and

    the selling shareholder.

For purposes of the table below, the percentage ownership calculations for beneficial ownership prior to the completion of this offering are based on                             of our Class A ordinary shares and                    of our Class B ordinary shares outstanding as of                             , 2012. The percentage ownership calculations for beneficial ownership upon consummation of this offering are based on                    of our Class A ordinary shares and                    of our Class B ordinary shares issued and outstanding immediately following the closing of this offering (assuming no exercise by the underwriters of their over-allotment option).

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Class A ordinary shares that may be acquired by an individual or group within 60 days after the date of this prospectus, pursuant to the exercise of options, warrants or other rights, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. The underwriters have an option to purchase up to                    additional Class A ordinary shares from our Company to cover over-allotments.

The information in the table below with respect to the selling shareholder has been obtained from the selling shareholder.

Except as indicated in footnotes to this table, we believe that the shareholders named in this table have sole voting and investment power with respect to all Class A and Class B ordinary shares shown to be beneficially owned by them, based on information provided to us by such shareholders. The address for each director and executive officer listed is Old Trafford, Manchester M15 0RA, United Kingdom.


 
  Shares Beneficially Owned
before the Offering
   
   
  Shares Beneficially Owned
after the Offering(2)
   
 
 
  % of Total
Voting
Power
before the
Offering(1)
   
  % of Total
Voting
Power
after the
Offering(1)
 
 
  Number of
Class A
Shares
Offered
 
 
  Class A
Shares
  %   Class B
Shares
  %   Class A
Shares
  %   Class B
Shares
  %  

5% or greater shareholders:

                                                                   

Red Football LLC(3)

          100           100     100                                      

Directors and Executive Officers:

                                                                   

Joel Glazer

                                             

Avram Glazer

                                             

David Gill

                                             

Edward Woodward

                                             

Michael Bolingbroke

                                             

Richard Arnold

                                             

Jamieson Reigle

                                             

(1)
Assumes no exercise of the underwriters' over-allotment option. See "Underwriting."

(2)
Percentage of total voting power represents voting power with respect to all of our Class A and Class B ordinary shares, as a single class. The holders of our Class B ordinary shares are entitled to 10 votes per share, and holders of our Class A ordinary shares are entitled to one vote per share. For more information about the voting rights of our Class A and Class B ordinary shares, see "Description of Share Capital — Ordinary Shares — Voting Rights."

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(3)
Red Football LLC is a wholly-owned subsidiary of Red Football Limited Partnership. The general partner of Red Football Limited Partnership is Red Football General Partner Inc. Trusts controlled by six lineal descendants of Mr. Malcolm Glazer each own an equal number of shares of Red Football General Partner Inc., as well as an equal percentage of the limited partnership interests in Red Football Limited Partnership. These lineal descendants of Mr. Glazer are also directors of Red Football General Partner Inc. Joel Glazer is the president of Red Football General Partner Inc. The lineal descendants of Mr. Malcolm Glazer may be deemed to share beneficial ownership of the shares held by Red Football Limited Partnership as a result of their status as shareholders of Red Football General Partner Inc., President of Red Football General Partner Inc. (with respect to Joel Glazer) and holders of limited partnership interests in Red Football Limited Partnership; however, each of these individuals and their corresponding trusts disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. The business address for each of the individuals and entities identified in this footnote is 270 Commerce Drive, Rochester, New York, 14623.

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DESCRIPTION OF SHARE CAPITAL

The following is a description of the material terms of our amended and restated memorandum and articles of association as they will be in effect upon the completion of the Reorganization Transactions and this offering. Unless otherwise indicated, all information in this section assumes that the Reorganization Transactions have been completed immediately prior to the consummation of this offering. The following description may not contain all of the information that is important to you and we therefore refer you to our amended and restated memorandum and articles of association, copies of which are filed with the SEC as exhibits to the registration statement of which this prospectus is a part.

General

We are a Cayman Islands exempted company with limited liability. Our affairs are governed by our amended and restated memorandum and articles of association and the Companies Law.

Our register of shareholders will be maintained by Walkers Corporate Services, Walker House, 87 Mary Street, George Town, Grand Cayman, KY 1-9001, Cayman Islands.

Upon completion of the Reorganization Transactions, our authorized share capital will consist of                             ordinary shares, par value $0.01 per share. Upon completion of the Reorganization Transactions and this offering, there will be                             Class A ordinary shares issued and outstanding and                             Class B ordinary shares issued and outstanding.

Ordinary Shares

General

All of our issued and outstanding ordinary shares are fully paid and non-assessable. Certificates representing our outstanding ordinary shares are generally not issued and legal title to our issued shares is recorded in registered form in the register of members. Our issued and outstanding ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Holders of Class&n