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

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)

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

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.

Manchester United Ltd., an exempted company with limited liability under the Companies Law (2011 Revision) of the Cayman Islands, as amended and restated from time to time, is the registrant filing this registration statement with the Securities and Exchange Commission. Prior to the consummation of this offering, Manchester United Ltd. will change its legal name to Manchester United plc. The securities issued to investors in connection with this offering will be Class A ordinary shares of Manchester United plc.

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 JULY 30, 2012

PRELIMINARY PROSPECTUS

16,666,667 Shares

Manchester United plc

Class A Ordinary Shares

This is the initial public offering of Manchester United plc. We are selling 8,333,334 Class A ordinary shares and the selling shareholder named in this prospectus is selling 8,333,333 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 $16.00 and $20.00 per share. Currently, no public market exists for the shares. Our Class A ordinary shares have been approved for listing on the New York Stock Exchange under the symbol "MANU," subject to official notice of issuance.

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. In addition, our Class B ordinary shares will automatically convert into shares of our Class A ordinary shares upon certain transfers and other events, including upon the date when holders of all Class B ordinary shares cease to hold Class B ordinary shares representing, in the aggregate, at least 10% of the total number of Class A and Class B ordinary shares outstanding. For special resolutions (which are required for certain important matters including mergers and changes to our governing documents), which require the vote of two-thirds of the votes cast, at any time that Class B ordinary shares remain 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. See "Description of Share Capital — Ordinary Shares."

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. See "Risk Factors" beginning on page 18 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 plc 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. The selling shareholder named in this prospectus has granted the underwriters an option for a period of 30 days to purchase an additional 2,500,000 Class A ordinary shares solely to cover over-allotments. We will not receive any proceeds from the sale of the Class A ordinary shares by the selling shareholder.


Jefferies		Credit Suisse		J.P. Morgan


BofA Merrill Lynch		Deutsche Bank Securities


Aon Benfield Securities, Inc.	Banco Santander	BNP PARIBAS	BOCI Asia Limited
CIMB Securities (Singapore) Pte Ltd	DBS Bank Ltd.	Nomura	Raymond James

Prospectus dated , 2012

Until , 2012 (25 days after commencement of this offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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 plc, an exempted newly formed holding company with limited liability formed under the Companies Law (2011 Revision) of the Cayman Islands as amended and restated from time to time. 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 plc, 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.

Throughout this prospectus, we refer to the following football leagues and cups:

The terms "matchday" and "Matchday" refer to all domestic and European football match day activities from Manchester United games at Old Trafford, the Manchester United football stadium, along with receipts for domestic cup (such as the League Cup and the FA Cup) games not played at Old Trafford. Fees for arranging other events at the stadium are also included as matchday revenue.

The term "first team" refers to the players selected to play for our most senior team and is comprised of the players listed on pages 89 and 90 of this prospectus.

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.

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 plc, a newly formed holding company. Following these Reorganization Transactions and this offering, our financial statements will present the results of operations of Manchester United plc and its consolidated subsidiaries.

This prospectus contains industry, market, and competitive position data that are based on the six industry publications and studies conducted by third parties listed below as well as our own internal estimates and research. These 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.

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. As in the survey conducted by Kantar Media, we define the term "followers" as those individuals who answered survey questions, unprompted, with the answer that Manchester United was either their favorite football team in the world or a football team that they enjoyed following in addition to their favorite football team. For example, we and Kantar Media included in the definition of "follower" a respondent who either watched live Manchester United matches, followed highlights coverage or read or talked about Manchester United regularly. Although the survey solicited unprompted responses, we do not distinguish between those respondents who answered that Manchester United was their favorite football team in the world and those who enjoy following Manchester United in addition to their favorite football team. Since we believe that each of our followers engage with our brand in some capacity, including through watching matches on television, attending matches live, buying retail merchandise or monitoring the team's highlights on the internet, we believe identifying our followers in this manner provides us with the best data to use for purposes of developing our business strategy and measuring the penetration of our brand. However, we expect there to be differences in the level of engagement with our brand between individuals, including among those who consider Manchester United to be their favorite team, as well as between those who enjoy following Manchester United. We have not identified any practical way to measure these differences in consumer behavior and any references to our followers in this prospectus should be viewed in that light.

This internet-based survey identified Manchester United as a supported team of 659 million followers (and the favorite football team of 277 million of those followers) and was based on 53,287 respondents from 39 countries around the world. In order to calculate our 659 million followers from the 53,287 responses, Kantar Media applied estimates and assumptions to certain factors including population size, country specific characteristics such as wealth and GDP per capita, affinity for sports and media penetration. Kantar Media then extrapolated the results to the rest of the world, representing an extrapolated adult population of 5 billion people. However, while Kantar Media believes the extrapolation methodology was robust and consistent with consumer research practices, as with all surveys, there are inherent limitations in extrapolating survey results to a larger population than those actually surveyed. As a result of these limitations, our number of followers may be significantly less or significantly more than the extrapolated survey results. Kantar Media also extrapolated survey results to account for non-internet users in certain of the 39 countries, particularly those with low internet penetration. To do so, Kantar Media had to make assumptions about the preferences and behaviors of non-internet users in those countries. These assumptions reduced the number of our followers in those countries and there is no guarantee that the assumptions we applied are accurate. Survey results also account only for claimed consumer behavior rather than actual consumer behavior and as a result, survey results may not reflect real consumer behavior with respect to football or the consumption of our content and products.

In addition to the survey conducted by Kantar Media, this prospectus references the following five industry publications and third-party studies:

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.

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 plc, 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 plc.

Our Company — Manchester United

We are one of the most popular and successful sports teams in the world, playing one of the most popular spectator sports on Earth. Through our 134-year heritage we have won 60 trophies, enabling us to develop what we believe is 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 followers engages with us in a variety of ways:

•: During the 2010/11 season, our games generated a cumulative audience reach of over 4 billion viewers, according to the Futures Data, across 211 countries. On a per game basis, our 60 games attracted an average live cumulative audience reach of 49 million per game, based on the Futures Data.
•: 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 have enabled us to partner with mobile telecom providers in 42 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 a very popular brand page on Facebook with over 26.5 million connections. In comparison, the New York Yankees have approximately 5.9 million Facebook connections and the Dallas Cowboys have approximately 5.0 million Facebook connections.
•: Premier League games at our home stadium, Old Trafford, have been sold out since the 1997/98 season. In the 2010/11 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.

Our Business Model and Revenue Drivers

•

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 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 £37.2 million, £40.9 million and £54.9 million for each of the years ended June 30, 2009, 2010 and 2011, respectively.
•: 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. During the 2010/11 season, we received £25.6 million, which reflects the minimum guaranteed amount. We also recognized an additional £5.7 million, which represents a proportion of the 50% cumulative profits due under the Nike agreement during the 2010/11 season as compared to the £3.2 million profit share we recognized during the 2009/10 season. Our retail, merchandising, apparel & product licensing revenue was £23.3 million, £26.5 million and £31.3 million for each of the years ended June 30, 2009, 2010 and 2011, respectively.
•: New Media & Mobile: Due to the power of our brand and the quality of our content, we have formed mobile telecom partnerships in 42 countries. 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 each of the years ended June 30, 2009, 2010 and 2011, respectively.

Our Commercial revenue was £66.0 million, £77.3 million and £103.4 million for each of the years ended June 30, 2009, 2010 and 2011, respectively, and grew at a compound annual growth rate of 25.2% from fiscal year 2009 through fiscal year 2011. The growth rate of our Commercial revenue from fiscal year 2009 to fiscal year 2010 was 17.2% and from fiscal year 2010 to fiscal year 2011 was 33.7%. Our historical growth rates do not guarantee that we will achieve comparable rates in the future.

Our other two revenue sectors, Broadcasting and Matchday, provide consistent 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 £98.0 million, £103.3 million and £117.2 million for each of the years ended June 30, 2009, 2010 and 2011, respectively, and grew at a compound annual growth rate of 9.4% from fiscal year 2009 through fiscal year 2011. The growth rate of our Broadcasting revenue from fiscal year 2009 to fiscal year 2010 was 5.4% and from fiscal year 2010 to fiscal year 2011 was 13.5%. Our historical growth rates do not guarantee that we will achieve comparable rates in the future.

•: Matchday: We believe Old Trafford is 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 £114.5 million, £105.8 million and £110.8 million for each of the years ended June 30, 2009, 2010 and 2011, respectively.

Total revenue for the years ended June 30, 2009, 2010 and 2011 was £278.5 million, £286.4 million and £331.4 million, respectively. During this same period, Adjusted EBITDA was £93.0 million, £102.4 million and £109.7 million, respectively. For a discussion of our use of Adjusted EBITDA and a reconciliation to profit/(loss) for the period from continuing operations, see " — Summary Financial and Other Data" and "Selected Consolidated Financial and Other Data." Operating profit for the years ended June 30, 2009, 2010 and 2011 was £123.5 million, £64.3 million and £63.3 million, respectively. Profit/(loss) for the period from continuing operations for the years ended June 30, 2009, 2010 and 2011 was £5.3 million, £(47.5) million and £13.0 million, respectively.

The costs associated with operating a professional sports team principally comprise staff costs, depreciation of fixed assets, amortization of player registrations and other operating expenses associated with the facilities and management of the club. Less than 12% of our total operating costs are specifically allocated across our three principal sectors. Those operating costs that we do allocate across our three principal sectors are variable costs relating to sponsorship and marketing (allocated to our Commercial sector), television rights (allocated to our Broadcasting sector) and police and security, membership packages, catering and domestic cup gateshare (allocated to our Matchday sector).

Our Competitive Strengths

We believe our key competitive strengths are:

•: One of the most successful sports teams in the world: Founded in 1878, Manchester United is one of the most successful sports teams in the world — playing one of the world's most popular spectator sports. We have won 60 trophies in nine different leagues, competitions and cups since 1908. 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 134-year history, our success and the global popularity of our sport have enabled us to become what we believe to be one of the world's most recognizable brands. We enjoy the support of our global 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 we believe the strength of our brand goes beyond the world of sports.
•: Ability to successfully 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.

Our Strategy

We aim to increase our revenue and profitability by expanding our high growth 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 (the growth rate from fiscal year 2009 to fiscal year 2010 was 10.0% and from fiscal year 2010 to fiscal year 2011 was 34.2%). Our historical growth rates do not guarantee that we will achieve comparable rates in the future. 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 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 our high growth commercial businesses, including sponsorship, retail, merchandising, licensing and new media & mobile. By increasing the emphasis on our commercial businesses, we will further diversify our revenue, enabling us to generate improved profitability.

Our Market Opportunity

We believe that we are one of the world's most recognizable global brands with a community of 659 million followers. Manchester United is at the forefront of live football, which is a key component of the global sports market.

Other markets driving our business include, as of 2011, the $458 billion global advertising market, which is forecast to grow to $600 billion by 2016, according to the MagnaGlobal Forecasts, representing a compound annual growth rate of 5.5%, as well as the global pay television market and the global apparel market.

While our business represents only a small portion of our addressable markets and may not grow at a corresponding rate, we believe our global reach and access to emerging markets positions us for continued growth.

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. Our new media & mobile revenue was £17.2 million for the year ended June 30, 2011, which represents 5.2% of annual revenue for the year ended June 30, 2011. The mobile technology and social media markets in China and certain other developing countries are, however, still early in their growth process.

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 16 for a discussion of some of the factors you should carefully consider before deciding to invest in our Class A ordinary shares.

In particular, we have and will continue to be subject to the challenges of operating in our industry. These challenges and risks include, among other things, competition for key players and other personnel, increases in operating costs, such as player salaries and transfer costs, and our ability to manage our growth efficiently. For example, net of profit on disposal of players' registrations, we realized a loss from continuing operations in two out of the last three fiscal years (largely the result of finance costs that have since been significantly reduced through our deleveraging in fiscal year 2010). After giving effect to the use of proceeds from this offering, we would have had total indebtedness of £345.4 million as of March 31, 2012. In addition, although we preliminarily estimate that our profit from continuing operations for our fiscal year ended June 30, 2012 was approximately £21 million to £23 million, such amount includes a tax credit estimated to be approximately £27 million to £29 million. Net of that tax credit, we expect that we would have realized a loss from continuing operations for our fiscal year ended June 30, 2012. See " — Recent Developments."

Recent Developments

Set forth below are certain preliminary estimates of our results of operations that we expect to report for our fiscal year ended June 30, 2012.

•

Our total revenue is expected to be approximately £315 million to £320 million, representing a decrease of 5% to 3% when compared to £331.4 million for the year ended June 30, 2011.

•: Commercial revenue is expected to be approximately £115 million to £117 million, representing an increase of 11% to 13% when compared to £103.4 million for the year ended June 30, 2011, primarily as a result of an increase in the number and value of our sponsorship relationships, as well as additional appearance fees from our North America promotional tour.
•: Broadcasting revenue is expected to be approximately £102 million to £104 million, representing a decrease of 13% to 11% when compared to £117.2 million for the year ended June 30, 2011, primarily as a result of our failure to qualify for the knockout stages of the Champions League in the 2011/12 season as compared to reaching the final of the Champions League in the 2010/11 season.
•: Matchday revenue is expected to be approximately £97 million to £99 million, representing a decrease of 12% to 11% when compared to £110.8 million for the year ended June 30, 2011, primarily as a result of playing four less home games in the 2011/12 season as compared to the 2010/11 season.

•

Our total operating expenses are expected to be approximately £283 million to £286 million, representing an increase of 4% to 5% when compared to £272.7 million for the year ended June 30, 2011, primarily as a result of increases in football player and staff compensation.

•

Our profit for the year from continuing operations is expected to be approximately £21 million to £23 million, an increase of 62% to 77% when compared to £13.0 million for the year ended June 30, 2011, primarily as a result of a decline in revenue described above being more than offset by an increase in our tax credit.

•

We currently estimate that our net finance costs will be approximately £49 million to £50 million, tax credit will be approximately £27 million to £29 million, depreciation will be approximately £7 million to £8 million, amortization of players' registrations will be approximately £38 million to £38.5 million, profit on disposal of players' registrations will be approximately £9 million to £10 million and operating expenses — exceptional items will be approximately £10.5 million to £11.5 million. Having assessed all the individual line items, we currently anticipate Adjusted EBITDA to be approximately £90 million to £92 million, representing a decrease of 18% to 16% when compared to £109.7 million for the year ended June 30, 2011, primarily reflecting the reduced Matchday and Broadcasting revenue described above, partially offset by increased Commercial revenue.

Adjusted EBITDA is a non-IFRS measure. For a definition of Adjusted EBITDA and, for the fiscal year 2011 data referred to above, a reconciliation to profit from continuing operations, the most comparable IFRS measure, as well as the reasons why management believes the inclusion of Adjusted EBITDA is useful to provide additional information to investors about our performance, see "Selected Consolidated Financial and Other Data."

We expect our net player capital expenditure for our fiscal year 2012 to be approximately £50 million and our general capital expenditure (property, plant and equipment) will be approximately £23 million.

As of June 30, 2012, we had approximately £70 million of cash and cash equivalents and approximately £437 million of borrowings outstanding.

We have provided a range for our preliminary results described above because our financial closing procedures for our fiscal quarter and our fiscal year ended June 30, 2012 are not yet complete. We currently expect that our final results will be within the ranges described above. However, the estimates described above are preliminary and represent the most current information available to management. Therefore, it is possible that our actual results may differ materially from these estimates due to the

completion of our financial closing procedure, final adjustments and other developments that may arise between now and the time our financial results for our fiscal year 2012 are finalized.

We expect to complete our financial closing procedures for our fiscal quarter and our fiscal year ended June 30, 2012 in August 2012. Accordingly, you should not place undue reliance on these estimates. The preliminary financial data for our fiscal year 2012 included in this prospectus has been prepared by, and is the responsibility of, our management and has not been reviewed or audited or subject to any other procedures by our independent registered public accounting firm. Accordingly, our independent registered public accounting firm does not express an opinion or any other form of assurance with respect to this preliminary financial data.

On July 26, 2012, consistent with our strategy to grow our global sponsorship revenue, we entered into an agreement with General Motors for Chevrolet to become our exclusive shirt sponsor, beginning in our 2014/15 season. The term of the agreement runs through the end of the 2020/21 season.

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 (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.

The Offering


Issuer		Manchester United plc
The offering		8,333,334 Class A ordinary shares offered by us
		8,333,333 Class A ordinary shares offered by the selling shareholder
Class A ordinary shares to be outstanding after this offering		39,685,700 shares
Class B ordinary shares to be outstanding after this offering		124,000,000 shares
Over-allotment option		The selling shareholder has granted the underwriters a 30-day option to purchase up to 2,500,000 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. In addition, our Class B ordinary shares will automatically convert into shares of our Class A ordinary shares upon certain transfers and other events, including upon the date when holders of all Class B ordinary shares cease to hold Class B ordinary shares representing, in the aggregate, at least 10% of the total number of Class A and Class B ordinary shares outstanding. For special resolutions (which are required for certain important matters including mergers and changes to our governing documents), which require the vote of two-thirds of the votes cast, at any time that Class B ordinary shares remain 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 of its ownership of Class B ordinary shares, our principal shareholder will have the ability to 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. See "Description of Share Capital — Ordinary Shares."
		The Class A ordinary shares and Class B ordinary shares outstanding after this offering will represent approximately 24.2% and 75.8%, respectively, of the total number of shares of our Class A and Class B ordinary shares outstanding after this offering and 3.1% and 96.9%, respectively, of the combined voting power of our Class A and Class B ordinary shares outstanding after this offering.


Use of proceeds		We estimate that our net proceeds from the sale of Class A ordinary shares in this offering will be approximately $141.0 million, assuming an initial offering price of $18.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions. Expenses of this offering will be paid by us with existing cash on hand.
		We intend to use all of our net proceeds from this offering to reduce our indebtedness by exercising our option to redeem and retire $116.8 million (£73.0 million) in aggregate principal amount of our 8³/8% US dollar senior secured notes due 2017 at a redemption price equal to 108.375% of the principal amount of such notes and £8.3 million in aggregate principal amount of our 8³/4% pound sterling senior secured notes due 2017 at a redemption price equal to 108.750% of the principal amount of such notes, plus, in each case, accrued and unpaid interest to the date of such redemption. In addition, upon consummation of this offering, our senior secured notes previously purchased by us in open market transactions will be contributed to MU Finance plc and retired. See "Use of Proceeds."
		We will not receive any proceeds from the sale of any Class A ordinary shares by the selling shareholder.
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."
New York Stock Exchange symbol		"MANU"
Risk factors		Investing in our Class A ordinary shares involves risks. See "Risk Factors" beginning on page 18 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 our Class A ordinary shares to be outstanding immediately after this offering excludes 16,000,000 Class A ordinary shares that will be reserved for future issuance under our 2012 Equity Incentive Award Plan and the Class A ordinary shares to be granted to members of our executive team upon consummation of this offering. See "Management — Employment or Service Agreements."

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 over-allotment option to purchase up to 2,500,000 additional Class A shares from the selling shareholder, and (iii) an initial public offering price of $18.00 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, Manchester United Ltd. will change its legal name to Manchester United plc and Red Football LLC will cause all of the equity interest of Red Football Shareholder Limited to be contributed to Manchester United plc. 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 plc and our business will be conducted through Manchester United plc and its subsidiaries. In this prospectus, we refer to all of these events as the "Reorganization Transactions."

The following diagram illustrates our corporate structure immediately following the Reorganization Transactions and the completion of this offering:

*: Upon completion of this offering, Red Football LLC will remain our principal shareholder and will continue to be owned and controlled by the six lineal descendants of Mr. Malcolm Glazer. See "Principal and Selling Shareholder."
**: 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. In addition, our Class B ordinary shares will automatically convert into shares of our Class A ordinary shares upon certain transfers and other events, including upon the date when holders of all Class B ordinary shares cease to hold Class B ordinary shares representing, in the aggregate, at least 10% of the total number of Class A and Class B ordinary shares outstanding. See "Description of Share Capital — Ordinary Shares — Conversion." For special resolutions (which are required for certain important matters including mergers and changes to our governing documents), which require the vote of two-thirds of the votes cast, at any time that Class B ordinary shares remain 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 of its ownership of Class B ordinary shares, our principal shareholder will have the ability to 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. See "Risk Factors — 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."

Our governing documents also prohibit the transfer of shares to any person in breach of the rules of certain relevant governing bodies, including the Premier League, which 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 in any other Premier League football club. See "Description of Share Capital — Ordinary Shares — Transfer of ordinary shares and notices."

A description of the material terms of Manchester United plc'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."

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 plc, 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 plc and its consolidated subsidiaries. Manchester United plc's financial statements will be the same as Red Football Shareholder Limited's financial statements prior to this offering, as adjusted for the Reorganization Transactions. Upon consummation, the Reorganization Transactions will be reflected retroactively in Manchester United plc's earnings/(loss) per share calculations. See " — The Reorganization Transactions."

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 nine months ended March 31, 2011 and 2012, and as of March 31, 2012, 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 nine months ended March 31, 2011 and 2012, and as of March 31, 2012, 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)									Nine months ended March 31, (unaudited)

	2009			2010			2011			2011			2012
	(in £ thousands, except share and per share data)
Income Statement Data of Red Football Shareholder Limited:
Revenue		278,476			286,416			331,441			231,640			245,828

Analyzed as:
Commercial revenue		65,977			77,322			103,369			76,676			89,535
Broadcasting revenue		98,013			103,276			117,249			73,352			76,433
Matchday revenue		114,486			105,818			110,823			81,612			79,860

Operating expenses — before exceptional items		(232,034	)		(232,716	)		(267,986	)		(185,540	)		(196,638	)

Analyzed as:
Employee benefit expenses		(123,120	)		(131,689	)		(152,915	)		(102,275	)		(112,386	)
Other operating expenses		(62,311	)		(52,306	)		(68,837	)		(48,664	)		(48,814	)
Depreciation		(8,962	)		(8,634	)		(6,989	)		(5,252	)		(5,671	)
Amortization of players' registrations		(37,641	)		(40,087	)		(39,245	)		(29,349	)		(29,767	)
Operating expenses — exceptional items		(3,097	)		(2,775	)		(4,667	)		—			(6,363	)

Total operating expenses		(235,131	)		(235,491	)		(272,653	)		(185,540	)		(203,001	)
Profit on disposal of players' registrations		80,185			13,385			4,466			3,370			7,896

Operating profit		123,530			64,310			63,254			49,470			50,723

Finance costs		(118,743	)		(110,298	)		(52,960	)		(38,993	)		(35,724	)
Finance income		1,317			1,715			1,710			1,354			676

Net finance costs		(117,426	)		(108,583	)		(51,250	)		(37,639	)		(35,048	)

Profit/(loss) on ordinary activities before taxation		6,104			(44,273	)		12,004			11,831			15,675
Tax (expense)/credit		(844	)		(3,211	)		986			1,510			22,543

Profit/(loss) for the period from continuing operations		5,260			(47,484	)		12,990			13,341			38,218

Attributable to:
Owners of the Company		5,343			(47,757	)		12,649			13,150			37,984
Non-controlling interest		(83	)		273			341			191			234
Basic and diluted earnings/(loss) per share (pound sterling)		5.40			(48.24	)		12.78			13.28			38.37
Weighted average number of shares outstanding		990			990			990			990			990
Pro Forma Data of Manchester United plc⁽¹⁾:
Pro forma earnings/(loss) per share (pound sterling)
Basic		0.03			(0.31	)		0.08			0.08			0.24
Diluted		0.03			(0.31	)		0.08			0.08			0.24
Pro forma weighted average number of shares outstanding (thousands)
Basic		155,352			155,352			155,352			155,352			155,352
Diluted		155,352			155,352			155,352			155,352			155,352

	Year ended June 30, (audited)								Nine months ended March 31, (unaudited)

	2009		2010			2011			2011			2012
	(in £ thousands, except share and per share data)
Pro Forma, As Adjusted Data of Manchester United plc⁽²⁾:
Pro forma, as adjusted net finance costs		—		—			(44,406	)		—			(29,915	)
Pro forma, as adjusted profit on ordinary activities before taxation		—		—			18,848			—			20,808
Pro forma, as adjusted tax (expense)/credit		—		—			(896	)		—			21,208
Pro forma, as adjusted profit for the period from continuing operations		—		—			17,952			—			42,017
Attributable to:
Owners of the Company		—		—			17,611			—			41,783
Non-controlling interest		—		—			341			—			234
Pro forma, as adjusted earnings/(loss) per share (pound sterling)
Basic		—		—			0.11			—			0.26
Diluted		—		—			0.11			—			0.26
Pro forma, as adjusted weighted average number of shares outstanding (thousands)
Basic		—		—			163,686			—			163,686
Diluted		—		—			163,686			—			163,686
Other Data of Red Football Shareholder Limited:
Commercial revenue		65,977		77,322			103,369			76,676			89,535
Analyzed as:
Sponsorship revenue		37,228		40,938			54,925			42,378			48,796
Retail, merchandising, apparel & products licensing revenue		23,250		26,471			31,268			21,651			25,230
New media & mobile revenue		5,499		9,913			17,176			12,647			15,509
EBITDA⁽³⁾		170,133		113,031			109,488			84,071			86,161
Adjusted EBITDA⁽³⁾		93,045		102,421			109,689			80,701			84,628
Net cash generated from/(used in) investing activities		40,178		(35,119	)		(18,569	)		(17,681	)		(28,463	)

	As of June 30, (audited)							As of March 31, (unaudited)

	2009		2010			2011		2012
	(in £ thousands)
Balance Sheet Data of Red Football Shareholder Limited (at period end):
Cash and cash equivalents		150,530		163,833			150,645		25,576
Total assets		993,644		989,670			1,017,188		865,564
Total liabilities		987,106		1,030,611			796,765		606,184
Total equity		6,538		(40,941	)		220,423		259,380
Pro forma, as adjusted Balance Sheet Data of Manchester United plc (at period end)⁽⁴⁾:
Pro forma, as adjusted cash and cash equivalents		—		—			—		17,932
Pro forma, as adjusted total assets		—		—			—		857,920
Pro forma, as adjusted total liabilities		—		—			—		528,267
Pro forma, as adjusted total equity		—		—			—		329,653

(1): Pro forma data represents the anticipated impact of retroactively reflecting the Reorganization Transactions, upon consummation, throughout all periods presented. Such pro forma data will become the historical earnings/(loss) per share of Manchester United plc upon consummation of the Reorganization Transactions. See " — The Reorganization Transactions."
(2): Pro forma, as adjusted data gives effect to the following transactions as if they were consummated at the beginning of the referenced period: (a) the Reorganization Transactions, (b) the issuance and sale of 8,333,334 Class A ordinary shares by us in this offering at a price equal to $18.00 per share, the midpoint of the price range set forth on the cover of this prospectus, and (c) the use of our expected net proceeds from this offering to redeem and retire (i) $116.8 million (£73.0 million) in aggregate principal amount of our 83/8% US dollar senior secured notes due 2017, and (ii) £8.3 million in aggregate principal amount of our 83/4% pound sterling senior secured notes due 2017. Pro forma, as adjusted net finance costs reflects the reduction of £6.8 million and £5.1 million in net finance costs for the year ended June 30, 2011, and nine months ended March 31, 2012, respectively, as a result of the redemption of a portion of our senior secured notes with our net proceeds from this offering. See " — The Reorganization Transactions" and "Use of Proceeds."

Pro forma, as adjusted data does not include adjustments for (i) the 8.375% prepayment premium in an aggregate amount of $9.7 million (£6.1 million) for the redemption of our 83/8% US dollar senior secured notes, (ii) the 8.750% prepayment premium in an aggregate amount of £0.8 million for the redemption of our 83/4% pound sterling senior secured notes, (iii) the write-off of approximately £3.4 million of unamortized deferred financing costs, or (iv) the estimated expenses of this offering amounting to $12.3 million (£7.7 million).
(3): 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.

: 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)									Nine months ended March 31, (unaudited)

	2009			2010			2011			2011			2012
	(in £ thousands)
Profit/(loss) for the period from continuing operations		5,260			(47,484	)		12,990			13,341			38,218
Adjustments
Net finance costs		117,426			108,583			51,250			37,639			35,048
Tax expense/(credit)		844			3,211			(986	)		(1,510	)		(22,543	)
Depreciation		8,962			8,634			6,989			5,252			5,671
Amortization of players' registrations		37,641			40,087			39,245			29,349			29,767

EBITDA		170,133			113,031			109,488			84,071			86,161
Adjustments
Profit on disposal of players' registrations		(80,185	)		(13,385	)		(4,466	)		(3,370	)		(7,896	)
Operating expenses — exceptional items		3,097			2,775			4,667			—			6,363

Adjusted EBITDA		93,045			102,421			109,689			80,701			84,628

(4): Pro forma, as adjusted balance sheet data assumes that the net proceeds to us from this offering will be approximately $141.0 million, assuming an initial public offering price of $18.00 per share, the midpoint of the price range set forth on the cover of this prospectus, and gives effect to the following transactions as if they were consummated as of the referenced date: (a) the Reorganization Transactions, (b) the write-off of approximately £3.4 million of unamortized deferred financing costs, (c) the use of our proceeds from this offering to redeem and retire (i) $116.8 million (£73.0 million) in aggregate principal amount of our 83/8% US dollar senior secured notes due 2017 at an aggregate redemption price equal to $126.5 million, or 108.375% of the principal amount of such notes plus accrued and unpaid interest to the date of such redemption, and (ii) £8.3 million in aggregate principal amount of our 83/4% pound sterling senior secured notes due 2017 at an aggregate redemption price equal to £9.1 million, or 108.750% of the principal amount of such notes plus accrued and unpaid interest to the date of such redemption, and (d) the payment of the estimated expenses of this offering amounting to $12.3 million (£7.7 million) with existing cash on hand. See " — The Reorganization Transactions." Upon the consummation of this offering, our senior secured notes previously purchased by us in open market transactions will be contributed to MU Finance plc and retired.

A $1.00 increase in the assumed initial public offering price of $18.00 per share, which is the midpoint of the range set forth on the cover page of this prospectus, would increase our expected net proceeds from this offering by $7.8 million, and correspondingly would increase the amount of our pound sterling senior secured notes that we will redeem and retire in connection with this offering by £4.5 million. A $1.00 decrease in the assumed initial public offering price would reduce our expected net proceeds by $7.8 million, and correspondingly reduce the amount of our pound sterling senior secured notes redeemed and retired in connection with this offering by approximately £4.5 million (if the initial public offering price is $17.00 per share). A $2.00 decrease in the assumed initial public offering price would reduce our expected net proceeds by $15.6 million, and correspondingly reduce the amount of our pound sterling senior secured notes and US dollar senior secured notes redeemed and retired in connection with this offering by approximately £8.3 million and $1.0 million, respectively (if the initial public offering price is $16.00 per share). A $3.00 decrease in the assumed initial public offering price would reduce our expected net proceeds by $23.4 million, and correspondingly reduce the amount of our pound sterling senior secured notes and our US dollar senior secured notes redeemed and retired in connection with this offering by approximately £8.3 million and $8.2 million respectively (if the initial public offering price is $15.00 per share).

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.

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

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 Premier League, the FA Cup, the League Cup, the Champions League and 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:

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 on 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 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, including certain restrictions on our ability to grant sponsorship, suppliership, advertising and promotional rights to certain types of businesses. 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 domestic broadcasting rights through the end of the 2015/16 football season and Premier League international 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 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.

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.

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 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% of our total revenue were:

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 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:

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 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 on 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:

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 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 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 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 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 (such as China) 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. For example, the unauthorized use of intellectual property is common and widespread in China and enforcement of intellectual property rights by Chinese regulatory agencies is inconsistent. 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.

Piracy and illegal live streaming may adversely impact our Broadcasting and new media & mobile 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 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.

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 a weighted statutory 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

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.

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.

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 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.

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

As of March 31, 2012, we had total indebtedness of £423.3 million. On an as adjusted basis giving effect to the use of proceeds from this offering, we would have had total indebtedness of £345.4 million as of March 31, 2012. 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:

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:

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 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. As of March 31, 2012, we had no variable rate indebtedness. 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, Red Football LLC, will control 100% of our issued and outstanding 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 98.7% of the voting power of our outstanding capital stock. 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. In addition, our Class B ordinary shares will automatically convert into shares of our Class A ordinary shares upon certain transfers and other events, including upon the date when holders of all Class B ordinary shares cease to hold Class B ordinary shares representing at least 10% of the total number of Class A and Class B ordinary shares outstanding. See "Description of Share Capital — Ordinary Shares — Conversion." For special resolutions, which require the vote of two-thirds of the votes cast, at any time that Class B ordinary shares remain 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 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:

As a foreign private issuer and "controlled company" within the meaning of the New York Stock Exchange's corporate governance rules, we are permitted to, and we will, rely on exemptions from certain of the New York Stock Exchange corporate governance standards, including the requirement that a majority of our board of directors consist of independent directors. Our reliance on such exemptions may afford less protection to holders of our Class A ordinary shares.

The New York Stock Exchange's corporate governance rules require listed companies to have, among other things, a majority of independent board members and independent director oversight of executive compensation, nomination of directors and corporate governance matters. As a foreign private issuer, we are permitted to, and we will, follow home country practice in lieu of the above requirements. As long as we rely on the foreign private issuer exemption to certain of the New York Stock Exchange corporate governance

standards, a majority of the directors on our board of directors are not required to be independent directors, our remuneration committee is not required to be comprised entirely of independent directors and we will not be required to have a nominating and corporate governance committee. Therefore, our board of director's approach to governance may be different from that of a board of directors consisting of a majority of independent directors, and, as a result, the management oversight of our Company may be more limited than if we were subject to all of the New York Stock Exchange corporate governance standards.

In the event we no longer qualify as a foreign private issuer, we intend to rely on the "controlled company" exemption under the New York Stock Exchange corporate governance rules. A "controlled company" under the New York Stock Exchange corporate governance rules is a company of which more than 50% of the voting power is held by an individual, group or another company. Following this offering, our principal shareholder will control a majority of the combined voting power of our outstanding ordinary shares, making us a "controlled company" within the meaning of the New York Stock Exchange corporate governance rules. As a controlled company, we would be eligible to, and, in the event we no longer qualify as a foreign private issuer, we intend to, elect not to comply with certain of the New York Stock Exchange corporate governance standards, including the requirement that a majority of directors on our board of directors are independent directors and the requirement that our remuneration committee and our nominating and corporate governance committee consist entirely of independent directors.

Accordingly, our shareholders will not have the same protection afforded to shareholders of companies that are subject to all of the New York Stock Exchange corporate governance standards, and the ability of our independent directors to influence our business policies and affairs may be reduced.

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 New York Stock Exchange 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.

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. For example, the annual report on Form 10-K requires domestic issuers to disclose executive compensation information on an individual basis with specific disclosure regarding the domestic compensation philosophy, objectives, annual total compensation (base salary, bonus, equity compensation) and potential payments in connection with change in control, retirement, death or disability, while the annual report on Form 20-F permits foreign private issuers to disclose compensation information on an aggregate basis. We will also have to mandatorily comply with US federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. 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 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 New York Stock Exchange 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 several 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. In particular, our amended and restated memorandum and articles of association will permit our board of directors to issue preference shares from time to time, with such rights and preferences as they consider appropriate. Our board of directors could also authorize the issuance of preference shares with terms and conditions and under circumstances that could have an effect of discouraging a takeover or other transaction. We are also subject to certain provisions under Cayman Islands law which could delay or prevent a change of control. In

particular, any merger, consolidation or amalgamation of the Company would require the active consent of our board of directors. Our board of directors may be appointed or removed by the holders of the majority of the voting power of our ordinary shares (which, upon consummation of this offering, will be controlled by our principal shareholder). 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:

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 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 39,685,700 shares of Class A ordinary shares outstanding. The Class A ordinary shares offered in this offering will be freely tradable without restriction under the Securities Act, except for any 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, our executive officers, directors and the selling shareholder have agreed, subject to specified exceptions, with the underwriters not to directly or indirectly sell, offer, contract or grant any option to sell (including any short sale), pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-l(h) under the Exchange Act; or otherwise dispose of any ordinary shares, options or warrants to acquire ordinary shares, or securities exchangeable or exercisable for or convertible into ordinary shares currently or hereafter owned either of record or beneficially; or publicly announce an intention to do any of the foregoing for a period of 180 days after the date of this prospectus without the prior written consent of Jefferies & Company, Inc., Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC. See "Underwriting."

All of our 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 our Class A ordinary shares issued in connection with a capital raise or acquisition could constitute a material portion of our then-outstanding 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 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 amended and restated memorandum and 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 amended and restated memorandum and 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 amended and restated memorandum and 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 or the rules of certain other relevant governing bodies, 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 $18.00 per share, the midpoint of the price range set forth on the cover 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 $18.90 from such offering price. Investors purchasing Class A ordinary shares from us in this offering will contribute approximately 27.4% of the total amount invested by shareholders since our inception (gross of estimated expenses of this offering) but will only own approximately 5.1% of the total number of our Class A and Class B ordinary shares outstanding. 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.

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 New York Stock Exchange. Our financial statements are prepared in pound 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."

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 Consequences," because we chose to be organized as a Cayman Islands corporation for reasons principally related to the corporate governance benefits this provides to our principal shareholder as described throughout this prospectus, we believe we will not be able to avoid treatment as a US domestic corporation for all purposes of the US Internal Revenue Code of 1986, as amended (the "Code"). 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 Consequences," 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.

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. 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." 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.

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. 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.

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:

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.

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 July 20, 2012 the exchange rate was $1.56 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
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 2012		1.62		1.60		1.58		1.62
May 2012		1.54		1.59		1.54		1.62
June 2012		1.57		1.56		1.54		1.58
July (through July 20, 2012)		1.56		1.56		1.54		1.57

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

In this offering, we are selling 8,333,334 Class A ordinary shares and the selling shareholder named in this prospectus is selling 8,333,333 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 $141.0 million, assuming an initial public offering price of $18.00 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. Expenses of this offering will be paid by us with existing cash on hand.

We intend to use all of our net proceeds from this offering to reduce our indebtedness by exercising our option to redeem and retire $116.8 million (£73.0 million) in aggregate principal amount of our 8³/8% US dollar senior secured notes due 2017 at a redemption price equal to 108.375% of the principal amount of such notes and £8.3 million in aggregate principal amount of our 8³/4% pound sterling senior secured notes due 2017 at a redemption price equal to 108.750% of the principal amount of such notes, plus, in each case, accrued and unpaid interest to the date of such redemption. In addition, upon consummation of this offering, our senior secured notes previously purchased by us in open market transactions will be contributed to MU Finance plc and retired.

A $1.00 increase in the assumed initial public offering price of $18.00 per share, which is the midpoint of the range set forth on the cover page of this prospectus, would increase our expected net proceeds from this offering by $7.8 million, and correspondingly would increase the amount of our pound sterling senior secured notes that we will redeem and retire in connection with this offering by £4.5 million. A $1.00 decrease in the assumed initial public offering price would reduce our expected net proceeds by $7.8 million, and correspondingly reduce the amount of our pound sterling senior secured notes redeemed and retired in connection with this offering by approximately £4.5 million (if the initial public offering price is $17.00 per share). A $2.00 decrease in the assumed initial public offering price would reduce our expected net proceeds by $15.6 million, and correspondingly reduce the amount of our pound sterling senior secured notes and US dollar senior secured notes redeemed and retired in connection with this offering by approximately £8.3 million and $1.0 million, respectively (if the initial public offering price is $16.00 per share). A $3.00 decrease in the assumed initial public offering price would reduce our expected net proceeds by $23.4 million, and correspondingly reduce the amount of our pound sterling senior secured notes and our US dollar senior secured notes redeemed and retired in connection with this offering by approximately £8.3 million and $8.2 million respectively (if the initial public offering price is $15.00 per share).

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

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 amended and restated memorandum and 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.

The following table sets forth our consolidated capitalization as of March 31, 2012, on:

You should read this table in conjunction with "Use of Proceeds," "Prospectus Summary — The Reorganization Transactions," "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.

	As of March 31, 2012

	Red Football Shareholder Limited			Manchester United plc
	Actual			Pro forma, as adjusted⁽¹⁾
	(in £ thousands)
Borrowings:
Current borrowings:
Secured bank loans		354			354
Accrued interest on senior secured notes		5,850			5,850
Other borrowings		400			400

Total current borrowings		6,604			6,604

Non-current borrowings:
Secured bank loans		6,560			6,560
Senior secured notes		405,848			327,931
Other borrowings		4,268			4,268

Total non-current borrowings		416,676			338,759

Total borrowings		423,280			345,363

Equity:
Share capital⁽²⁾		—			53
Share premium⁽²⁾		249,105			337,297
Hedging reserve		99			99
Retained earnings/(deficit)⁽³⁾		12,272			(5,700	)
Non-controlling interests		(2,096	)		(2,096	)

Total equity⁽³⁾		259,380			329,653

Total capitalization⁽³⁾		682,660			675,016

The following sets forth dilution information for Manchester United plc Manchester United plc's financial statements will be the same as Red Football Shareholder Limited's financial statements, prior to this offering, after adjusting for the Reorganization Transactions. See "Prospectus Summary — Reorganization Transactions."

Our pro forma net tangible book value as of March 31, 2012 was $(259.1) million, or $(1.67) per share. Pro forma net tangible book value per share is determined by dividing our tangible net worth (defined as total assets, less goodwill assets, minus total liabilities) by the aggregate number of ordinary shares outstanding, after giving effect to the Reorganization Transactions. After giving effect to our sale by us of 8,333,334 of our Class A ordinary shares pursuant to this offering, at an assumed initial public offering price of $18.00 per share, which is the midpoint of the range set forth on the cover page of this prospectus, the receipt and application of our net proceeds from this offering, and the payment of the estimated expenses of this offering amounting to $12.3 million (£7.7 million) with existing cash on hand, our pro forma, as adjusted net tangible book value at March 31, 2012 would have been $(146.8) million, or $(0.90) per share. This represents an immediate increase in pro forma, as adjusted net tangible book value to our principal shareholder of $0.77 per share and an immediate dilution to new investors purchasing our Class A ordinary shares in this offering of $18.90 per share. The following table illustrates this per share dilution:

Dilution is determined by subtracting pro forma, as adjusted 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 $18.00 per share would increase or decrease, as applicable, our pro forma, as adjusted net tangible book value per share after this offering and dilution to new investors by $0.05, 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 estimated underwriting discounts and commissions.

The following table sets forth, on a pro forma basis, as of March 31, 2012, the number of Class A and Class B ordinary shares purchased from us, after giving effect to the Reorganization Transactions, 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 $18.00 per share,

which is the midpoint of the range set forth on the cover page of this prospectus, before deducting the estimated underwriting discounts and commissions:

Sales of Class A ordinary shares by the selling shareholder in this offering will reduce the total number of Class A and Class B ordinary shares held by the principal shareholder to 147,019,033, or approximately 89.8% of the total outstanding Class A and Class B ordinary shares and will increase the number of Class A ordinary shares to be purchased by new investors to 16,666,667, or approximately 10.2% of the total outstanding Class A and Class B ordinary shares, or 19,166,667, or approximately 11.7% of the total outstanding Class and Class B ordinary shares if the underwriters exercise their over-allotment option in full.

The tables and discussion above exclude 16,000,000 Class A ordinary shares initially reserved for issuance under the 2012 Equity Incentive Award Plan.

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 plc, 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 Manchester United plc, and its consolidated subsidiaries. Manchester United plc's financial statements will be the same as Red Football Shareholder Limited's financial statements prior to this offering, as adjusted for the Reorganization Transactions. Upon consummation, the Reorganization Transactions will be reflected retroactively in Manchester United plc's earnings/(loss) per share calculations. See "Prospectus Summary — The Reorganization Transactions."

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 nine months ended March 31, 2011 and 2012, and as of March 31, 2012, 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 nine months ended March 31, 2011 and 2012, and as of March 31, 2012, 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)									Nine months ended March 31, (unaudited)

	2009			2010			2011			2011			2012
	(in £ thousands, except share and per share data)
Income Statement Data of Red Football Shareholder Limited:
Revenue		278,476			286,416			331,441			231,640			245,828

Analyzed as:
Commercial revenue		65,977			77,322			103,369			76,676			89,535
Broadcasting revenue		98,013			103,276			117,249			73,352			76,433
Matchday revenue		114,486			105,818			110,823			81,612			79,860

Operating expenses — before exceptional items		(232,034	)		(232,716	)		(267,986	)		(185,540	)		(196,638	)

Analyzed as:
Employee benefit expenses		(123,120	)		(131,689	)		(152,915	)		(102,275	)		(112,386	)
Other operating expenses		(62,311	)		(52,306	)		(68,837	)		(48,664	)		(48,814	)
Depreciation		(8,962	)		(8,634	)		(6,989	)		(5,252	)		(5,671	)
Amortization of players' registrations		(37,641	)		(40,087	)		(39,245	)		(29,349	)		(29,767	)
Operating expenses — exceptional items		(3,097	)		(2,775	)		(4,667	)		—			(6,363	)

Total operating expenses		(235,131	)		(235,491	)		(272,653	)		(185,540	)		(203,001	)
Profit on disposal of players' registrations		80,185			13,385			4,466			3,370			7,896

Operating profit		123,530			64,310			63,254			49,470			50,723

Finance costs		(118,743	)		(110,298	)		(52,960	)		(38,993	)		(35,724	)
Finance income		1,317			1,715			1,710			1,354			676

Net finance costs		(117,426	)		(108,583	)		(51,250	)		(37,639	)		(35,048	)

Profit/(loss) on ordinary activities before taxation		6,104			(44,273	)		12,004			11,831			15,675
Tax (expense)/credit		(844	)		(3,211	)		986			1,510			22,543

Profit/(loss) for the period from continuing operations		5,260			(47,484	)		12,990			13,341			38,218

Attributable to:
Owners of the Company		5,343			(47,757	)		12,649			13,150			37,984
Non-controlling interest		(83	)		273			341			191			234
Basic and diluted earnings/(loss) per share (pound sterling)		5.40			(48.24	)		12.78			13.28			38.37
Weighted average number of shares outstanding		990			990			990			990			990
Pro Forma Data of Manchester United plc⁽¹⁾:
Pro forma earnings/(loss) per share (pound sterling)
Basic		0.03			(0.31	)		0.08			0.08			0.24
Diluted		0.03			(0.31	)		0.08			0.08			0.24
Pro forma weighted average number of shares outstanding (thousands)
Basic		155,352			155,352			155,352			155,352			155,352
Diluted		155,352			155,352			155,352			155,352			155,352

	Year ended June 30, (audited)								Nine months ended March 31, (unaudited)

	2009		2010			2011			2011			2012
	(in £ thousands, except share and per share data)
Pro Forma, As Adjusted Data of Manchester United plc⁽²⁾:
Pro forma, as adjusted net finance costs		—		—			(44,406	)		—			(29,915	)
Pro forma, as adjusted profit on ordinary activities before taxation		—		—			18,848			—			20,808
Pro forma, as adjusted tax (expense)/credit		—		—			(896	)		—			21,208
Pro forma, as adjusted profit for the period from continuing operations		—		—			17,952			—			42,017
Attributable to:
Owners of the Company		—		—			17,611			—			41,783
Non-controlling interests		—		—			341			—			234
Pro forma, as adjusted earnings per share (pound sterling)
Basic		—		—			0.11			—			0.26
Diluted		—		—			0.11			—			0.26
Pro forma, as adjusted weighted average number of shares outstanding (thousands)
Basic		—		—			163,686			—			163,686
Diluted		—		—			163,686			—			163,686
Other Data of Red Football Shareholder Limited:
Commercial revenue		65,977		77,322			103,369			76,676			89,535
Analyzed as:
Sponsorship revenue		37,228		40,938			54,925			42,378			48,796
Retail, merchandising, apparel & products licensing revenue		23,250		26,471			31,268			21,651			25,230
New media & mobile revenue		5,499		9,913			17,176			12,647			15,509
EBITDA⁽³⁾		170,133		113,031			109,488			84,071			86,161
Adjusted EBITDA⁽³⁾		93,045		102,421			109,689			80,701			84,628
Net cash generated from/(used in) investing activities		40,178		(35,119	)		(18,569	)		(17,681	)		(28,463	)

	As of June 30, (audited)							As of March 31, (unaudited)

	2009		2010			2011		2012
	(in £ thousands)
Balance Sheet Data of Red Football Shareholder Limited (at period end):
Cash and cash equivalents		150,530		163,833			150,645		25,576
Total assets		993,644		989,670			1,017,188		865,564
Total liabilities		987,106		1,030,611			796,765		606,184
Total equity		6,538		(40,941	)		220,423		259,380
Pro forma, as adjusted Balance Sheet Data of Manchester United plc (at period end)⁽⁴⁾:
Pro forma, as adjusted cash and cash equivalents		—		—			—		17,932
Pro forma, as adjusted total assets		—		—			—		857,920
Pro forma, as adjusted total liabilities		—		—			—		528,267
Pro forma, as adjusted total equity		—		—			—		329,653

(1): Pro forma data represents the anticipated impact of retroactively reflecting the Reorganization Transactions, upon consummation, throughout all periods presented. Such pro forma data will become the historical earnings/(loss) per share of Manchester United plc upon consummation of the Reorganization Transactions. See "Prospectus Summary — The Reorganization Transactions."
(2): Pro forma, as adjusted data gives effect to the following transactions as if they were consummated at the beginning of the referenced period: (a) the Reorganization Transactions, (b) the issuance and sale of 8,333,334 Class A ordinary shares by us in this offering at a price equal to $18.00 per share, the midpoint of the price range set forth on the cover of this prospectus, and (c) the use of our expected net proceeds from this offering to redeem and retire (i) $116.8 million (£73.0 million) in aggregate principal amount of our 83/8% US dollar senior secured notes due 2017, and (ii) £8.3 million in aggregate principal amount of our 83/4% pound sterling senior secured notes due 2017. Pro forma, as adjusted net finance costs reflects the reduction of £6.8 million and £5.1 million in net finance costs for the year ended June 30, 2011, and nine months ended March 31, 2012, respectively, as a result of the redemption of a portion of our senior secured notes with our net proceeds from this offering. See "Prospectus Summary — The Reorganization Transactions" and "Use of Proceeds."

Pro forma, as adjusted data does not include adjustments for (i) the 8.375% prepayment premium in an aggregate amount of $9.7 million (£61.1 million) for the redemption of our 83/8% US dollar senior secured notes, (ii) the 8.750% prepayment premium in an aggregate amount of £0.8 million for the redemption of our 83/4% pound sterling senior secured notes, (iii) the write-off of approximately £3.4 million of unamortized deferred financing costs, or (iv) the estimated expenses of this offering amounting to $12.3 million (£7.7 million).
(3): 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.

	Year ended June 30, (audited)									Nine months ended March 31, (unaudited)

	2009			2010			2011			2011			2012
	(in £ thousands)
Profit/(loss) for the period from continuing operations		5,260			(47,484	)		12,990			13,341			38,218
Adjustments
Net finance costs		117,426			108,583			51,250			37,639			35,048
Tax expense/(credit)		844			3,211			(986	)		(1,510	)		(22,543	)
Depreciation		8,962			8,634			6,989			5,252			5,671
Amortization of players' registrations		37,641			40,087			39,245			29,349			29,767

EBITDA		170,133			113,031			109,488			84,071			86,161
Adjustments
Profit on disposal of players' registrations		(80,185	)		(13,385	)		(4,466	)		(3,370	)		(7,896	)
Operating expenses — exceptional items		3,097			2,775			4,667			—			6,363

Adjusted EBITDA		93,045			102,421			109,689			80,701			84,628

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 nine months ended March 31, 2011 and 2012. 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.

We are one of the most popular and successful sports teams in the world, playing one of the most popular spectator sports on Earth. Through our 134-year heritage we have won 60 trophies, enabling us to develop what we believe is 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.

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.

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.

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.

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 £25.6 million, respectively, which reflects the minimum guaranteed revenue under the agreement. For the years ending June 30, 2012, 2013, 2014 and 2015, subject to certain reductions under various circumstances, including in the event our first team is relegated from the Premier League or fails to qualify for certain European competitions, our agreement with Nike will generate minimum guaranteed revenue of £25.4 million, £25.4 million, £25.3 million and £25.4 million, respectively (an aggregate of £101.5 million on the remaining term of the agreement), providing a steady revenue stream during that period. The amount of the reduction in payment under the agreement depends upon the circumstances, but the maximum possible reduction would be £6.35 million if our first team is relegated from the Premier League.

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.

Due to the power of our brand and the quality of our content, we have formed mobile telecom partnerships in 42 countries. 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 partnerships in 42 countries, our new media & mobile revenue for the year ended June 30, 2011 reflected mobile telecom partnerships in 38 countries.

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. Most recently, on June 13, 2012, the Premier League announced a three year broadcasting contract for the live rights to 154 games in the United Kingdom worth £3.018 billion through the 2016 season. This new contract represents a £1.25 billion increase from the previous three year contract for the live television rights in the United Kingdom and a continuing growth trend from prior years. By way of example, under previous contracts, United Kingdom and Ireland total media rights for the Premier League grew, according to the Deloitte Annual Review and internal data, from £682 million per year to £703 million per year, and international rights grew from £237 million per year to £456 million per year. Media rights for the Champions League grew, according to the SBI Article and internal data, 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. MUTV generated total revenue of £6.9 million, £7.4 million and £8.7 million for each of the years ended June 30, 2009, 2010 and 2011, respectively. Our Broadcasting revenue was £117.2 million for the year ended June 30, 2011.

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. Our Matchday revenue was £110.8 million for the year ended June 30, 2011, which primarily included £58.8 million from gate receipts and £30.4 million from hospitality.

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, between the 2005/06 season and the 2011/12 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%.

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. In addition, as our commercial operations grow, we expect our headcount and related expenses to increase as well.

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.

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. As such, increased players' registration costs in any period could cause higher amortization in that period and in future periods and have a negative impact on our results of operations. Moreover, to the extent that the player registration costs vary from period to period, this may drive variability in our results of operations.

Depreciation primarily reflects a straight-line depreciation on investments made in property, plant and equipment. 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 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.

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. These requirements and the availability of players, and resulting profits or losses on disposals, may vary from period to period, contributing to variability in our results of operations between periods.

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."

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. Over the next two to three years, 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. Thereafter, we expect our cash tax rate to align more closely with the effective tax rate of 35%. 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.

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.

The following table shows selected audited consolidated income statement data for Red Football Shareholder Limited for the years ended June 30, 2009, 2010 and 2011, and unaudited condensed consolidated income statement data for the nine months ended March 31, 2011 and 2012.

	Year ended June 30, (audited)									Nine months ended March 31, (unaudited)

	2009			2010			2011			2011			2012
	(in £ thousands)
Income Statement Data:
Revenue		278,476			286,416			331,441			231,640			245,828

Analyzed as:
Commercial revenue		65,977			77,322			103,369			76,676			89,535
Broadcasting revenue		98,013			103,276			117,249			73,352			76,433
Matchday revenue		114,486			105,818			110,823			81,612			79,860

Operating expenses — before exceptional items		(232,034	)		(232,716	)		(267,986	)		(185,540	)		(196,638	)

Analyzed as:
Employee benefit expenses		(123,120	)		(131,689	)		(152,915	)		(102,275	)		(112,386	)
Other operating expenses		(62,311	)		(52,306	)		(68,837	)		(48,664	)		(48,814	)
Depreciation		(8,962	)		(8,634	)		(6,989	)		(5,252	)		(5,671	)
Amortization of players' registrations		(37,641	)		(40,087	)		(39,245	)		(29,349	)		(29,767	)
Operating expenses — exceptional items		(3,097	)		(2,775	)		(4,667	)		—			(6,363	)

Total operating expenses		(235,131	)		(235,491	)		(272,653	)		(185,540	)		(203,001	)
Profit on disposal of players' registrations		80,185			13,385			4,466			3,370			7,896

Operating profit		123,530			64,310			63,254			49,470			50,723

Finance costs		(118,743	)		(110,298	)		(52,960	)		(38,993	)		(35,724	)
Finance income		1,317			1,715			1,710			1,354			676

Net finance costs		(117,426	)		(108,583	)		(51,250	)		(37,639	)		(35,048	)

Profit/(loss) on ordinary activities before taxation		6,104			(44,273	)		12,004			11,831			15,675
Tax (expense)/credit		(844	)		(3,211	)		986			1,510			22,543

Profit/(loss) for the period from continuing operations		5,260			(47,484	)		12,990			13,341			38,218

Attributable to:
Owners of the Company		5,343			(47,757	)		12,649			13,150			37,984
Non-controlling interest		(83	)		273			341			191			234

Nine Months Ended March 31, 2012 as Compared to the Nine Months Ended March 31, 2011

	Nine months ended March 31, (unaudited)

	Nine months ended March 31, (unaudited)						% Change 2012 over 2011
	2011			2012			% Change 2012 over 2011
	(in £ millions)
Revenue		231.6			245.8			6.1%
Commercial revenue		76.7			89.5			16.7%
Broadcasting revenue		73.4			76.4			4.1%
Matchday revenue		81.6			79.9			(2.1)%
Total operating expenses		(185.5	)		(203.0	)		9.4%
Employee benefit expenses		(102.3	)		(112.4	)		9.9%
Other operating expenses		(48.7	)		(48.8	)		0.2%
Depreciation		(5.2	)		(5.6	)		7.7%
Amortization of players' registrations		(29.3	)		(29.8	)		1.7%
Exceptional items		—			(6.4	)		—
Profit on disposal of players' registrations		3.4			7.9			132.4%
Net finance costs		(37.6	)		(35.0	)		(6.9)%
Tax credit		1.5			22.5			1,400%

Our consolidated revenue for the nine months ended March 31, 2012 increased to £245.8 million, an increase of £14.2 million, or 6.1%, as compared to £231.6 million for the nine months ended March 31, 2011, as a result of an increase in revenue in our Commercial and Broadcasting sectors, which was partially offset by a decrease in revenue in our Matchday sector, as described below.

Commercial revenue for the nine months ended March 31, 2012 was £89.5 million, an increase of £12.8 million, or 16.7%, over the nine months ended March 31, 2011. This increase was partly due to a £6.4 million increase in sponsorship revenue corresponding to an increase in the number and value of our sponsor relationships, including the new training kit deal signed with DHL, as well as additional appearance fees from our North America promotional tour. Our Commercial revenue for the nine months ended March 31, 2012 also reflects a £3.8 million increase in the partial recognition of the cumulative profit share associated with the Nike contract during this period.

Broadcasting revenue for the nine months ended March 31, 2012 was £76.4 million, an increase of £3.0 million, or 4.1%, over the nine months ended March 31, 2011. The increase in Broadcasting revenue was primarily the result of a £4.0 million increase in distributions resulting from our first place finish in the Premier League in 2010/11 as well as the receipt of 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 2010/11 Champions League final. As a result of our failure to qualify for the knockout stages of the Champions League in the 2011/12 season, we entered the Europa League. As a result, this increase in Broadcasting revenue was partially offset by lower participation fees for the knockout stages of the Europa League when compared with the knockout stages of the Champions League.

Matchday revenue for the nine months ended March 31, 2012 was £79.9 million, a decrease of £1.7 million, or 2.1%, over the nine months ended March 31, 2011. In the nine months ended March 31, 2012, gate receipts decreased £5.2 million and hospitality sales increased £2.8 million over the nine months ended March 31, 2011. The decrease in Matchday revenue was the result of having played two less home games in the nine months ended March 31, 2012 as compared to the nine months ended March 31, 2011. This decrease was partially offset by improved seasonal and matchday hospitality sales, as well as increases in membership and museum revenue.

Total operating expenses were £203.0 million in the nine months ended March 31, 2012, representing an increase of 9.4% from £185.5 million in the nine months ended March 31, 2011.

Employee benefit expenses for the nine months ended March 31, 2012 were £112.4 million, an increase of £10.1 million, or 9.9%, over the nine months ended March 31, 2011. This increase largely relates to an increase of £6.4 million in football player and staff compensation, driven by new player acquisitions and further contractual negotiations, together with an increase of £1.0 million related to costs and additional non-player headcount arising from the continued growth in our commercial operations. In addition, we paid an additional £1.9 million of social security and pension costs in the nine months ended March 31, 2012, as compared to the nine months ended March 31, 2011. The remaining £0.8 million increase resulted from increased costs related to our venue staff at Old Trafford on match days. As described below in connection with our year-over-year discussion of our employee benefit expenses, the increasingly competitive global market for football players continues to be the primary driver of staff costs. Consistent with previous years, our employee benefit expenses have continued to increase during the nine months ended March 31, 2012 as a result of increases in player compensation. We expect these costs to continue to increase as we remain committed to investing in our first team. In addition, as our commercial operations grow, we expect our headcount and related employee expenses to increase as well.

Other operating expenses for the nine months ended March 31, 2012 were £48.8 million, an increase of £0.1 million, or 0.2%, over the nine months ended March 31, 2011. 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 expenditures largely associated with the continued expansion of our commercial and media businesses. These increases were largely offset by reduced gateshare payments due to fewer domestic cup matches played at Old Trafford.

Depreciation for the nine months ended March 31, 2012 amounted to £5.6 million, an increase of £0.4 million over depreciation of £5.2 million for the nine months ended March 31, 2011.

Amortization of players' registrations for the nine months ended March 31, 2012 was £29.8 million, which was largely in line with £29.3 million for the nine months ended March 31, 2011. 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 (Owen Hargreaves). The unamortized balance of existing players' registrations as of March 31, 2012 was £99.4 million, of which, £8.2 million is expected to be amortized in the three months ended June 30, 2012, and £30.4 million in the year ended June 30, 2013. The remaining balance is expected to be amortized over the three years to June 30, 2016. This does not take into account player additions after March 31, 2012, which would have the effect of increasing the amortization expense in future periods; nor does it consider disposals subsequent to March 31, 2012, which would have the effect of decreasing future amortization charges. Furthermore, any contract renegotiations would also impact future charges.

Exceptional items of £6.4 million were recognized for the nine months ended March 31, 2012, relating to £4.8 million of professional advisor fees in connection with a proposed public offering of shares and a £1.6 million increase in the provision relating to the football league pension scheme deficit following an actuarial valuation. We had no exceptional items in the nine months ended March 31, 2011.

Profit on disposal of players for the nine months ended March 31, 2012 was £7.9 million, an increase of £4.5 million over the nine months ended March 31, 2011. The profit on disposal of players for the nine months ended March 31, 2012 relates to the disposals of Gabriel Obertan (transferred to Newcastle), Wes Brown and John O'Shea (transferred to Sunderland), Danny Drinkwater (transferred to Leicester), Darron Gibson (transferred to Everton), Mame Biram Diouf (transferred to Hannover) and Ravel Morrison (transferred to West Ham). For the nine months ended March 31, 2011, 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 for the nine months ended March 31, 2012 were £35.0 million, a decrease of £2.6 million over the nine months ended March 31, 2011. The main reason for this decrease is a £5.4 million decrease in interest payable on our senior secured notes, from £32.7 million in the nine months ended March 31, 2011 to £27.3 million in the nine months ended March 31, 2012, due to the repurchase of a portion of our senior secured notes, and a £16.5 million decrease in interest costs on our secured payment in kind loan, which was repaid in November 2010. These decreases were partially offset by an unrealized loss of £0.9 million on the translation of our US dollar denominated senior secured notes in the nine months ended March 31, 2012 compared to an unrealized gain of £16.7 million for the nine months ended March 31, 2011 (an adverse movement of £17.6 million), as well as a premium of £2.2 million paid on further repurchases of our senior secured notes in the nine month period ended March 31, 2012 as compared to a premium of £0.4 million in the nine month period ended March 31, 2011 (an adverse movement of £1.8 million).

Foreign exchange gains or losses are not a cash charge and could reverse depending on dollar exchange rate movement. Any gain or loss on a cumulative basis will not be realized until 2017 (or earlier if our senior secured notes are refinanced or redeemed prior to their stated maturity).

The tax credit for the nine months ended March 31, 2012 was £22.5 million, an increase of £21.0 million over the tax credit of £1.5 million for the nine months ended March 31, 2011. 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, (audited)

	Year ended June 30, (audited)						% Change 2011 over 2010
	2010			2011			% Change 2011 over 2010
	(in £ millions)
Revenue		286.4			331.4			15.7%
Commercial revenue		77.3			103.4			33.8%
Broadcasting revenue		103.3			117.2			13.5%
Matchday revenue		105.8			110.8			4.7%
Total operating expenses		(235.5	)		(272.7	)		15.8%
Employee benefit expenses		(131.7	)		(152.9	)		16.1%
Other operating expenses		(52.3	)		(68.8	)		31.5%
Depreciation		(8.6	)		(7.1	)		(17.4)%
Amortization of players' registrations		(40.1	)		(39.2	)		(2.2)%
Exceptional items		(2.8	)		(4.7	)		67.9%
Profit on disposal of players' registrations		13.4			4.5			(66.4)%
Net finance costs		(108.6	)		(51.3	)		(52.8)%
Tax (expense)/credit		(3.2	)		1.0			131.3%

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.

Commercial revenue for the year ended June 30, 2011 was £103.4 million, an increase of £26.1 million, or 33.8%, over the year ended June 30, 2010. The increase in Commercial revenue reflects an increase of £15.4 million from the activation of several new global and regional sponsorships. We also experienced an increase of £3.3 million from our shirt sponsorship, as well as an increase of £2.5 million in revenue generated from tours. 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.

Broadcasting revenue for the year ended June 30, 2011 was £117.2 million, an increase of £13.9 million, or 13.5%, 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 were champions of the Premier League and reached the finals of the Champions League, resulting in increases of £7.0 million from Premier League distributions and £6.1 million from Champions League distributions. 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 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 of which £1.1 million and £1.5 million were due to an increase in gate receipts and hospitality sales, respectively, and £0.3 million was due to an increase in museum revenue. The remainder of the £5.0 million increase was primarily due to recognition of £3.6 million in matchday revenue for the Champions League final in fiscal year 2011, held at a neutral venue. 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. 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.

Total operating expenses were £272.7 million in fiscal year 2011, representing an increase of approximately 15.8% from £235.5 million in fiscal year 2010.

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. This increase is primarily due to a £12.7 million increase in football player and staff compensation, including bonuses paid as a result of winning the Premier League Championship, a £5.7 million increase in other staff compensation and a £2.7 million increase in social security and pension payments in the year ended June 30, 2011. 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 non-football employees, driven in large part by the expansion of our commercial operations.

During the 2010/11 season, we regained the Premier League title 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 for the year ended June 30, 2011 were £68.8 million, an increase of £16.5 million or 31.5% 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."

Depreciation for the year ended June 30, 2011 included amounted to £7.1 million, a decrease of £1.5 million over depreciation of £8.6 million for the year ended June 30, 2010, due to the impact of some significant plant and machinery becoming fully depreciated.

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 offset by reductions due to contract extensions (mainly Nani, Wayne Rooney and Nemanja Vidic) and departed players (mainly Zoran Tosic).

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 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 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 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 in our fiscal year 2011 largely due to repayment of the secured payment in kind loan mid-way through the year.

Foreign exchange gains or losses are not a cash charge and could reverse depending on dollar/sterling exchange rate movement. Any gain or loss on a cumulative basis will not be realized until 2017 (or earlier if our senior secured notes are refinanced or redeemed prior to their stated maturity).

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

	Year ended June 30, (audited)

	Year ended June 30, (audited)						% Change 2010 over 2009
	2009			2010			% Change 2010 over 2009
	(in £ millions)
Revenue		278.5			286.4			2.8%
Commercial revenue		66.0			77.3			17.1%
Broadcasting revenue		98.0			103.3			5.4%
Matchday revenue		114.5			105.8			(7.6)%
Total operating expenses		(235.1	)		(235.5	)		0.2%
Employee benefit expenses		(123.1	)		(131.7	)		7.0%
Other operating expenses		(62.3	)		(52.3	)		(16.1)%
Depreciation		(9.0	)		(8.6	)		(4.4)%
Amortization of players' registrations		(37.6	)		(40.1	)		6.6%
Exceptional items		(3.1	)		(2.8	)		(9.7)%
Profit on disposal of players' registrations		80.2			13.4			(83.3)%
Net finance costs		(117.4	)		(108.6	)		(7.5)%
Tax expense		(0.8	)		(3.2	)		300%

Our consolidated revenue for the year ended June 30, 2010 increased to £286.4 million, an increase of £7.9 million or 2.8% 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 for the year ended June 30, 2010 was £77.3 million, an increase of £11.3 million or 17.1% 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.

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 a £4.8 million 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 to 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.

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, of which £4.4 million and £1.5 million were due to decreases in gate receipts and hospitality sales, respectively. 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.

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

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. Football player and staff compensation for the year ended June 30, 2010 increased £9.3 million as compared to the year ended June 30, 2009. 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 operations. Increases to staff salaries during the year ended June 30, 2010, were partially offset by a reduction of £1.4 million in bonuses paid as a result of finishing second in the Premier League and only reaching the quarter-finals of the Champions League and a decrease in administrative staff compensation as a result of the reduction in the number of administrative employees in 2010.

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.

Depreciation for the year ended June 30, 2010 amounted to £8.6 million, a decrease of £0.4 million over depreciation of £9.0 million for the year ended June 30, 2009.

Amortization of players' registrations for the year ended June 30, 2010 was £40.1 million, an increase of £2.5 million, or 6.6%, 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 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 football league pension scheme deficit of £0.8 million and the remaining amount relating to an onerous lease provision.

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 Cristiano Ronaldo, a particularly valuable player, in 2009, which resulted in an unusually high profit for that fiscal year.

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 finance costs 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. 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.

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 reported losses before taxation of £44.3 million but recognized no deferred tax asset in respect of these losses due to uncertainty around their accessibility. The deferred tax charge of £3.2 million for the year ended June 30, 2010 represented an increase of £0.4 million from £2.8 million for the year ended June 30, 2009, arising from reversal of timing differences. Our tax expense for the year ended June 30, 2009 was mainly impacted by a £2.0 million benefit resulting from a prior year over provision.

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, however, upon consummation of this offering, our senior secured notes previously purchased by us in open market transactions will be contributed to MU Finance plc and retired. 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 euro exposure in our distributions from UEFA. See " — Indebtedness" below.

Our business generates a significant amount of the cash from our gate revenues and commercial contractual arrangements at or near the beginning of our fiscal year, with a steady flow of other cash received throughout the fiscal year. In addition, 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 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. However, while we typically have a high cash balance at the beginning of each fiscal year, this is largely attributable to deferred income, the majority of which falls under current liabilities in the consolidated balance sheet, and this deferred income is unwound through the income statement over the course of the fiscal year. Over the course of a year, we use our cash on hand to pay operating expenses, staff costs, interest payments and other liabilities as they become due. This typically results in negative working capital at certain times during the year. In the event it ever became necessary to access additional operating cash, we also have access to cash through our revolving credit facility. As of March 31, 2012, we had no borrowings under our revolving credit facility.

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.

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, 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 refurbishment 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.

We intend to continue investing in our new media assets, including our website and digital media capabilities. Over the next three years, we intend to invest approximately £5.0 million to £8.0 million in our new media assets; however, as our new media business continues to grow, the timing of these capital expenditure investments may change.

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). However, net player capital expenditure has varied significantly from period to period, as shown in the table below, and while we expect that trend to continue, competition for talented players may force clubs to spend increasing amounts on player registration fees. 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.

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.

The following table summarizes the cash flow of Red Football Shareholder Limited for the years ended June 30, 2009, 2010 and 2011, and the nine month periods ended March 31, 2011 and 2012:



	Year ended June 30, (audited)									Nine Months Ended March 31, (unaudited)
	2009			2010			2011			2011			2012
	(in £ thousands)
Cash flow from operating activities		111,186			103,537			125,140			40,932			13,779
Interest paid		(41,772	)		(35,645	)		(167,499	)		(159,724	)		(43,553	)
Debt finance costs relating to borrowings		—			(13,846	)		(118	)		—			—
Interest received		1,260			1,681			1,774			1,541			823
Income tax refund/(paid)		236			(2,618	)		(70	)		(70	)		(3,274	)

Net cash generated from/(used in) operating activities		70,910			53,109			(40,773	)		(117,321	)		(32,225	)

Cash flow from investing activities
Purchases of property, plant and equipment (net of proceeds)		(3,782	)		(4,702	)		(7,156	)		(5,657	)		(9,638	)
Purchases of investment property		—			—			—			—			(7,364	)
Purchases of players' registrations		(55,220	)		(44,274	)		(25,369	)		(24,162	)		(53,153	)
Proceeds from sale of players' registrations		99,180			13,857			13,956			12,138			6,124

Net cash generated from/(used in) investing activities		40,178			(35,119	)		(18,569	)		(17,681	)		(64,031	)

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	)		(202,499	)		(164,552	)		(28,463	)

Net cash (used in)/generated from financing activities		(10,303	)		(4,687	)		46,606			84,553			(28,463	)

Net increase/(decrease) in cash and cash equivalents		100,785			13,303			(12,736	)		(50,449	)		(124,719	)

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. Cash flow from operating activities for the nine months ended March 31, 2012 produced a cash inflow of £13.8 million, a decrease of £27.1 million from a cash inflow of £40.9 million for the nine months ended March 31, 2011. The decrease in cash flow from operating activities compared to the nine months ended March 31, 2011 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, 2010 was £103.5 million. Our cash flow from operating activities for the year ended June 30, 2009 was £111.2 million, which reflected an advance payment of £35.9 million as part of our shirt sponsorship agreement with Aon, offset by a £10.0 million loan from Manchester United Limited (UK) to certain of its directors.

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 and the payment of cumulative interest on our payment in kind loan, totaling £156.1 million, compared with no interest payments in the year ended June 30, 2010 (as the first interest payment on the senior secured notes occurred in August 2010 and there were no interest payments made on the payment in kind loan in the year ended June 30, 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 net cash used in operating activities was £40.8 million for the year ended June 30, 2011.

Net interest paid for the nine months ended March 31, 2012 was £42.7 million, a decrease of £115.5 million from £158.2 million for the nine months ended March 31, 2011. The decrease is mainly due to £111.1 million of interest payments made in 2011 in connection with the repayment of our payment in kind loan, as well as a reduction in the overall interest paid as a result of the increase in our senior secured notes held by us.

Capital expenditure for the acquisition of players as well as for improvements to 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 property, plant and equipment 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 nine months ended March 31, 2012, net player capital expenditure was £47.0 million, an increase of £35.0 million from £12.0 million for the nine months ended March 31, 2011. Player capital expenditure in the period mainly comprised expenditures for the acquisitions of David de Gea, Phil Jones and Ashley Young and payments received relating to the disposals of Gabriel Obertan, Wes Brown, John O'Shea, Fraizer Campbell, Mame Biram Diouf, Darron Gibson and Ravel Morrison. The 2010/11 cash outflow includes payments relating to Javier "Chicharito" Hernandez and Bebe partially offset by a number of disposals including Fraizer Campbell and Zoran Tosic and other appearance related payments. General capital expenditure for the nine months ended March 31, 2012 was £17.0 million, an increase of £11.3 million from £5.7 million for the nine months ended March 31, 2011. 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 together with the commencement of the redevelopment of our training facility at Carrington. 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.

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.

For the nine months ended March 31, 2012, net cash outflow from financing activities was £28.5 million, a decrease of £113.1 million over a net cash inflow of £84.6 million for the nine months ended March 31, 2011. During the nine months ended March 31, 2012, we purchased £28.2 million (sterling equivalent) nominal value of our senior secured notes in open market transactions in the period.

For the year ended June 30, 2011, net cash inflow from financing activities was £46.6 million as a result of the repayment of borrowings of £138.0 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. Upon consummation of this offering, our senior secured notes previously purchased by us in open market transactions will be contributed to MU Finance plc and retired.

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 secured senior facilities 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 secured senior facilities.

Our primary sources of indebtedness consist of our pound sterling denominated 8³/4% senior secured notes due 2017 and our US dollar denominated 8³/8% senior secured notes due 2017. 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. However, upon consummation of this offering, our senior secured notes previously purchased by us in open market transactions will be contributed to MU Finance plc and retired.

8³/4% pound sterling senior secured notes due 2017 and 8³/8% US dollar 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.

At any time prior to February 1, 2013, up to 35% of the original principal amount of our 8³/8% US dollar senior secured notes due 2017 may be redeemed with the net proceeds of certain equity offerings at a price equal to 108.375% of the principal amount of such notes, plus accrued and unpaid interest to the date of such redemption, and up to 35% of the original principal amount of our 8³/4% pound sterling senior secured notes due 2017 may be redeemed with the net proceeds of certain equity offerings at a price equal to 108.750% of the principal amount of such notes, plus accrued and unpaid interest to the date of such redemption, provided that after giving effect to any such redemptions, not less than 65% of the original principal amount of the applicable tranche of our senior secured notes remain outstanding and the redemption occurs within 90 days of the date of closing of such equity offering.

In addition, at any time prior to February 1, 2013, each tranche of our senior secured notes may be redeemed in part or in full at a redemption price equal to 100% of the principal amount of the senior

secured notes redeemed, plus a make-whole premium calculated in accordance with the indenture governing each tranche of senior secured notes, plus, in each case, accrued and unpaid interest to the date of such redemption.

On or after February 1, 2013, our senior secured notes may be redeemed in part or in full at the redemption prices (expressed as percentages of principal amount of such notes) set forth below, plus accrued and unpaid interest on the notes redeemed to the date of such redemption, if redeemed during the twelve-month period beginning on February 1 of the years indicated below:

In the event we exercise our option to redeem any series of notes pursuant to the terms of the indenture and less than all of the notes of such series are to be redeemed, the trustee will select notes for redemption on a pro rata basis.

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 March 31, 2012, we held £92.3 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 March 31, 2012, excluding unamortized discounts and issue costs of £18.4 million, was the sterling equivalent of £424.2 million. Upon consummation of this offering, our senior secured notes previously purchased by us in open market transactions will be contributed to MU Finance plc and retired.

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. As of March 31, 2012, we had no outstanding borrowings and had £75 million in borrowing capacity under our revolving credit facility agreement.

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.

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

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.

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 £2.7 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 March 31, 2012, £6.9 million was outstanding under the Alderley facility.

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 March 31, 2012, £4.7 million was outstanding on the loan stock.

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.

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.

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.

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.

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 and investment property, 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 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 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.

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.

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.

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. No provision relating to this contingent consideration has been recognized on the balance sheet as of March 31, 2012, and the maximum additional amount that could be payable as of that date is £18.3 million.

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 March 31, 2012 we do not believe receipt of any such amounts to be probable.

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 March 31, 2012, we had not entered into any other off-balance sheet transactions.

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 received in euros for our participation in European competitions and Commercial revenue received in US dollars for certain sponsorship contracts.

Prior to refinancing our previous secured senior facilities with our senior secured notes, we entered into interest rate swap agreements 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 29, 2010, largely as a result of falling interest rates, our mark-to-market loss on these interest rate swap agreements amounted to £40.7 million. The terms of the swap agreements allowed the counterparties involved to terminate the swaps upon refinancing of the senior facilities, thus crystalizing the mark-to-market liability. Upon termination of these swaps, an initial aggregate payment of £12.7 million was made to such counterparties, with the remaining liability being repaid semi-annually through December 31, 2015. As of March 31, 2012, the outstanding swap liability on our balance sheet was £20.4 million.

Our operations are exposed to a variety of financial risks that include currency risk, interest rate risk and 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 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:

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 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.

At June 30, 2011, we had a total of $416 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.

During the nine months ended March 31, 2012, we incurred a £0.9 million net unrealized foreign exchange loss. Based on all foreign exchange rates existing as of March 31, 2012, a 10% appreciation of the UK pound sterling compared to the US dollar would have resulted in approximately £22.4 million of net unrealized foreign exchange gains during the nine months ended March 31, 2012. Conversely, a 10% depreciation of the UK pound sterling compared to the US dollar would have resulted in a further £27.4 million of net unrealized foreign exchange loss during the nine months ended March 31, 2012.

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 March 31, 2012. As of March 31, 2012, £6.9 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 £69,000.

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. The majority of the June 30, 2009 liability was realized in January 2010 upon repayment of the secured senior facilities.

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.

Football is one of the most popular spectator sports on Earth. 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, according to AT Kearney.

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, according to AT Kearney. 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.

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

Other markets driving our business include, as of 2011, the $458 billion global advertising market, which is forecast to grow to $600 billion by 2016 according to the MagnaGlobal Forecasts, representing a compound annual growth rate of 5.5%, as well as the global pay television market and the global apparel market.

While our business represents only a small portion of our addressable markets and may not grow at corresponding rates, we believe our global reach and access to emerging markets positions us for continued growth.

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 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 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:

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:

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.

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.

We have 60 players under contract of whom 26 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.

Player⁽¹⁾	Position	Nationality

David de Gea	Goal Keeper	Spanish	21	39	0
Anders Lindegaard	Goal Keeper	Danish	28	13	5
Ben Amos	Goal Keeper	English	22	7	0
Patrice Evra	Defense	French	31	292	42
Rio Ferdinand	Defense	English	33	398	81
Chris Smalling	Defense	English	22	63	3
Nemanja Vidic (captain)	Defense	Serbian	30	243	56
Rafael Pereira da Silva	Defense	Brazilian	22	90	2
Jonny Evans	Defense	Northern Irish	24	126	29
Phil Jones	Defense	English	20	41	5
Anderson Luis de Abreu Oliveira (Anderson)	Midfield	Brazilian	24	145	8
Ryan Giggs	Midfield	Welsh	38	909	64
Michael Carrick	Midfield	English	30	273	22
Luis Carlos Almeida da Cunha (Nani)	Midfield	Portuguese	25	195	57
Paul Scholes	Midfield	English	37	697	66
Darren Fletcher	Midfield	Scottish	28	302	58
Antonio Valencia	Midfield	Ecuadorian	26	107	51
Tom Cleverley	Midfield	English	22	15	0
Ashley Young	Midfield	English	27	33	24
Shinji Kagawa	Midfield	Japanese	23	0	33
Nick Powell	Midfield	English	18	0	0
Joshua King	Forward	Norwegian	20	1	0
Dimitar Berbatov	Forward	Bulgarian	31	149	77
Wayne Rooney	Forward	English	26	365	75
Javier "Chicharito" Hernandez	Forward	Mexican	24	81	38
Danny Welbeck	Forward	English	21	63	8
Federico Macheda	Forward	Italian	20	33	0
William Keane	Forward	English	19	1	0

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. Over the past 15 years, over 60 players from our youth academy have achieved a place on our first team, as compared to over 50 players from the transfer market, 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.

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.

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.

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

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

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

We pursue our global and regional sponsorship deals through a developed infrastructure for commercial activities. We have a dedicated sales team, recruited from three 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 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.

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

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

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

Note: Sponsorship revenue from Aon was £17.8 million, or 32.4% of our total sponsorship revenue, for the year ended June 30, 2011. Other than our shirt sponsorship agreements, we are not party to any agreement with any sponsor that is expected to contribute more than 4% of our revenue in any fiscal year (based on revenue in fiscal year 2011).

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. In July 2012, the Premier League entered into a new title sponsor agreement with Barclays plc that will expire at the end of the 2015/16 season and will pay the league £120 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. Our pro rata income received from the other commercial contracts negotiated by the Premier League is not material to the Company's results of operations.

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 £14.1 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.

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:

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.

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.

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, 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


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)

Title Of Each Class Of Securities To Be Registered	Amount to be Registered(1)	Proposed Maximum Aggregate Offering Price Per Share	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee(3)



Class A ordinary shares, par value $0.0005 per share	19,166,667	$20.00	$383,333,340	$43,930

	Class A and Class B Ordinary Shares Purchased					Total Consideration (in thousands)

	Class A and Class B Ordinary Shares Purchased					Total Consideration (in thousands)					Average Price Per Share
	Number		Percent			Amount		Percent			Average Price Per Share
Principal shareholder		155,352,366		94.9	%	$	398,332		72.6	%	$	2.56
New investors		8,333,334		5.1			150,000		27.4			18.00

Total		163,685,700		100	%	$	548,332		100	%		3.35



	Redemption Price
Year	Pound Sterling Notes		US Dollar Notes
2013		108.750%		108.375%
2014		104.375%		104.188%
2015		102.188%		102.094%
2016		100.000%		100.000%



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


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

		Page

About This Prospectus		i
Prospectus Summary		1
The Offering		8
Risk Factors		18
Special Note Regarding Forward-Looking Statements		39
Exchange Rate Information		41
Use of Proceeds		42
Dividend Policy		43
Capitalization		44
Dilution		46
Selected Consolidated Financial and Other Data		48
Management's Discussion and Analysis of Financial Condition and Results of Operations		53
Business		82
Management		107
Certain Relationships and Related Party Transactions		117
Principal and Selling Shareholder		118
Description of Share Capital		120
Material US Federal Income Tax Consequences		129
Material Cayman Islands Tax Considerations		133
Ordinary Shares Eligible for Future Sale		134
Underwriting		136
Expenses Related to the Offering		151
Legal Matters		151
Experts		151
Enforceability of Civil Liabilities		151
Where You Can Find More Information		152
Index to Consolidated Financial Statements		F-1


Assumed initial public offering price				$	18.00
Pro forma net tangible book value per share as of March 31, 2012	$	(1.67	)
Increase in pro forma net tangible book value per share attributable to new investors	$	0.77
Pro forma, as adjusted net tangible book value per share after this offering				$	(0.90	)

Dilution per share to new investors				$	18.90



	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⁾		104,691		20,584		12,463		662		138,400
Other long-term liabilities		—		—		—		—		—

Total		145,745		102,522		93,723		487,349		829,339

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

Sponsor	Type of sponsorship	Product category

Aon	Global sponsor	Shirt sponsor, insurance affinity
DHL	Global sponsor	Training apparel sponsor
Chevrolet	Global sponsor	Automobile
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)