Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Manchester United plc (Name of Issuer) |
Class A Ordinary Shares, Par Value $0.0005 Per Share (Title of Class of Securities) |
G5784H106 (CUSIP Number) |
c/o Manchester United plc Old Trafford, Manchester, X0, M16 0RA 44-0-16-1868-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/18/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | G5784H106 |
| 1 |
Name of reporting person
INEOS Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISLE OF MAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
49,880,646.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
56.23 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | G5784H106 |
| 1 |
Name of reporting person
James A. Ratcliffe | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | G5784H106 |
| 1 |
Name of reporting person
Trawlers Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISLE OF MAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, Par Value $0.0005 Per Share | |
| (b) | Name of Issuer:
Manchester United plc | |
| (c) | Address of Issuer's Principal Executive Offices:
c/o Manchester United plc, Old Trafford, Manchester,
UNITED KINGDOM
, M16 0RA. | |
Item 1 Comment:
Introductory NoteThis Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D ("Original Schedule 13D") filed on February 21, 2024 by James A. Ratcliffe, a natural person, and Trawlers Limited ("Trawlers"), a company limited by shares incorporated under the laws of the Isle of Man and wholly owned by James A. Ratcliffe. This Amendment No. 1 is being jointly filed by James A. Ratcliffe, Trawlers and INEOS Limited, a company limited by shares incorporated under the laws of the Isle of Man ("INEOS" and together with James A. Ratcliffe and Trawlers, the "Reporting Persons") with respect to the Class A ordinary shares, par value $0.0005 per share ("Class A ordinary shares") of Manchester United plc, a Cayman Islands company (the "Issuer"), whose principal executive offices are located at Sir Matt Busby Way, Old Trafford, Manchester, England, M16 0RA. This Amendment No. 1 is being filed by the Reporting Persons pursuant to their joint filing agreement (the "Joint Filing Statement") filed as Exhibit I to this Amendment No. 1.As reported on the Original Schedule 13D, on December 24, 2023, Trawlers, James A. Ratcliffe, the Issuer and the holders of the Issuer's Class B ordinary shares, par value $0.0005 per share (collectively, the "Class B ordinary shares" and together with the Class A ordinary shares, the "Ordinary Shares") entered into that certain agreement (the "Transaction Agreement"). The Transaction Agreement provided that, among other things, and on the terms and subject to the conditions of the Transaction Agreement, Trawlers will, on or prior to December 31, 2024, or such earlier date following the Closing (as defined in the Transaction Agreement) as Trawlers may notify the Issuer in writing on no less than ten (10) business days' written notice, subscribe for the number of Class A ordinary shares and Class B ordinary shares as set forth in the Transaction Agreement for an aggregate subscription price of $100 million (the "Subsequent Subscription"). The Transaction Agreement provided that Trawlers has the right to assign any and all of its rights or obligations provided by the Transaction Agreement to one of its affiliates.On December 18, 2024, Trawlers entered into that certain assignment and assumption agreement with INEOS (the "Assignment Agreement"), in which Trawlers assigned all its right and obligations under the Transaction Agreement, including the obligation to make the Subsequent Subscription, to INEOS. A copy of the Assignment Agreement is filed as Exhibit J hereto, and is incorporated herein by reference. Subsequently on December 18, 2024, INEOS pursuant to its right to the Subsequent Subscription, using cash on hand, subscribed for 983,449.531 Class A ordinary shares and 2,046,853.499 Class B ordinary shares (as set forth in the Transaction Agreement) for an aggregate subscription price of $100 million.Additionally, on December 18, 2024, Trawlers transferred its Ordinary Shares to INEOS for consideration of $1,546,061,321 (the "Transfer") pursuant to the Transfer Agreement, dated December 18, 2024, by and between INEOS and Trawlers (the "Transfer Agreement"). A copy of the Transfer Agreement is filed as Exhibit K hereto, and is incorporated herein by reference. As a result of the Transfer, Trawlers ceased to be the record and beneficial owner of the shares and INEOS, which is owned by Chairman James A. Ratcliffe and co-owners Andy Currie and John Reece (who collectively have voting and investment power over the Ordinary Shares held by INEOS), became the sole record and beneficial owner of the Class A ordinary shares.This Amendment No. 1 is being filed to reflect the Subsequent Subscription and the Transfer. Following these transactions, INEOS will beneficially own 49,880,646.03 Class A ordinary shares. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:This statement is being filed pursuant to Rule 13d-1 under the Act by the Reporting Persons. James A. Ratcliffe is a citizen of the United Kingdom and is the CEO and Chairman of INEOS and a Director of INEOS. The business address of James A. Ratcliffe at INEOS is set forth on Schedule I to the Offer to Purchase, dated January 17, 2024 (as amended or supplemented, the "Offer to Purchase") and filed by James A. Ratcliffe and Trawlers on the Tender Offer Statement to Schedule TO with the SEC on January 17, 2024 (together with the exhibits thereto, as amended or supplemented, the "Schedule TO") and is incorporated by reference as Exhibit C herein. The address of the principal business and principal office of INEOS is Hawkslease, Chapel Lane, Lyndhurst, Hampshire, SO43 7FG, United Kingdom. INEOS, together with its subsidiaries and affiliates, is a global manufacturer of petrochemicals, specialty chemicals and other products derived from crude oil and natural gas and a developer of ancillary technologies. INEOS also operates an energy, oil and gas exploration, production and transportation business, has consumer operations in the automotive, fashion and hygiene sectors and manages a portfolio of interests in professional sports teams. The address of the principal business and the principal office of Trawlers is Fort Anne, Douglas, IM1 5PD, Isle of Man. Trawlers was organized in connection with acquiring and holding the Ordinary Shares.The name, citizenship, business address, present occupation or employment, and the name and address of any corporation or organization in which such employment is conducted of each of the directors and executive officers of INEOS (excluding James A. Ratcliffe) and each of the directors and executive officers of Trawlers (such directors and executive officers, collectively, the "Listed Persons"), are set forth on Exhibit L hereto and incorporated by reference herein. | |
| (b) | See Item 2(a). | |
| (c) | See Item 2(a). | |
| (d) | During the last five years, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the Listed Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (e) | See Item 2(d). | |
| (f) | See Row 6 of the cover page of each Reporting Person. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original Schedule 13D is hereby supplementally amended as follows:The information contained in the Introductory Note is incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby supplementally amended as follows:The Transfer was consummated to change the structure through which the Ordinary Shares are held and to consolidate the Issuer's shares with INEOS' other sports investments.INEOS holds the Ordinary Shares for the same purposes, and with the same plans or proposals, that are set forth for James A. Ratcliffe and Trawlers in Item 4 of the Original Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:The information contained in Annex A attached herewith is incorporated herein by reference. | |
| (b) | The information contained in Annex A attached herewith is incorporated herein by reference. | |
| (c) | ||
| (d) | None. | |
| (e) | As a result of the Transfer, Trawlers ceased to be the record owner of the shares and INEOS, which is owned by Chairman James A. Ratcliffe and co-owners Andy Currie and John Reece, became the sole record and beneficial owner of the Class A ordinary shares. Due to the ownership arrangements of INEOS, for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, only INEOS and not James. A Ratcliffe is a beneficial owner of the Class A ordinary shares. As such, the filing of this Amendment No. 1 constitutes an exit filing for Trawlers and James A. Ratcliffe, notwithstanding James A. Ratcliffe's ownership position in INEOS. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Original Schedule 13D is hereby supplementally amended as follows:The information contained in the Introductory Note is incorporated herein by reference, including (i) the description of the Assignment Agreement, entered into on December 18, 2024, by and between INEOS and Trawlers and (ii) the description of the Transfer Agreement, entered into on December 18, 2024, by and between INEOS and Trawlers. The description of the Assignment Agreement is qualified in its entirety by the full text of the Assignment Agreement, attached hereto as Exhibit J, and is incorporated herein by reference. Additionally, the description of the Transfer Agreement is qualified in its entirety by the full text of the Transfer Agreement, attached hereto as Exhibit K, and is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Original Schedule 13D is hereby supplementally amended by adding the following exhibits as follows:Annex A* Number of SharesExhibit I* Joint Filing Agreement, dated December 18, 2024, by and among the Reporting Persons.Exhibit J* Assignment Agreement, dated as of December 18, 2024, by and between INEOS and Trawlers.Exhibit K* Transfer Agreement, dated as of December 18, 2024, by and between INEOS and Trawlers.Exhibit L* Directors and Executive Officers of Trawlers and INEOS.* Filed herewith. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
The Power of Attorney, executed by James A. Ratcliffe authorizing the signatory to sign and file this Schedule 13D on James A. Ratcliffe's behalf, filed as Exhibit B to the Original Schedule 13D. |