ANNOUNCEMENT BY NM ROTHSCHILD & SONS Limited ON BEHALF OF RED FOOTBALL LIMITED
Unconditional mandatory cash offer by Rothschild on behalf of Red Football Limited for Manchester United PLC
Posting of Offer Document
Offer unconditional
Red Football Limited has today posted the offer document relating to its unconditional mandatory cash offer for Manchester United PLC.
The Offer will be open for acceptance until 3.00p.m. on 13 June 2005. The Offer might not be extended by Red beyond such time, and therefore Manchester United Shareholders should be aware that, after 3.00p.m. on 13 June 2005, they might not be able to accept the Offer in respect of their Manchester United Shares.
On 13 May 2005, Red announced the terms of a mandatory cash offer, in accordance with the provisions of Rule 9 of the City Code, for the issued share capital of Manchester United which was not already owned by Red or any other member of the Red Football Group.
On 12 May 2005, Red agreed to acquire 75,736,960 Manchester United Shares, representing approximately 28.7 per cent. of the issued share capital of Manchester United, from the Cubic Expression Company Limited at a price of 300 pence for each Manchester United Share. Prior to the purchase from Cubic, Red Football Partnership owned 74,149,233 Manchester United Shares, representing approximately 28.1 per cent. of the issued share capital of Manchester United. Red has made subsequent market purchases of 50,737,018 Manchester United Shares, representing approximately 19.3 per cent. of the issued share capital of Manchester United.
As a result of the purchase from Cubic and subsequent market purchases, the Red Football Group owns, in aggregate, 200,623,211 Manchester United Shares, representing approximately 76.2 per cent. of the issued share capital of Manchester United.
Accordingly, the Offer is unconditional from the outset.
The Offer Document states that Red intends to procure that Manchester United makes applications to the United Kingdom Listing Authority for the cancellation of the listing of Manchester United Shares on the Official List and to the London Stock Exchange for the cancellation of trading in Manchester United Shares. It is expected that these cancellations will take effect on 22 June 2005, or as soon thereafter as is practicable.
Terms defined in the Offer Document have the same meanings in this announcement.
This announcement does not constitute an offer to sell, or an invitation to purchase, any securities or the solicitation of any vote or approval in any jurisdiction. The Offer is being made solely by the Offer Document and the Form of Acceptance, which contain the full terms of the Offer (including details of how it may be accepted).
The availability of the Offer to Manchester United Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of those jurisdictions. Further details in relation to overseas shareholders are contained in the Offer Document.
The Offer is not being made, directly or indirectly, in, into of from Australia, Canada, Japan or the United States and the Offer is not capable of acceptance from or within Australia, Canada, Japan or the United States. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from Australia, Canada, Japan or the United States and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer.
Rothschild, which is regulated in the United Kingdom by the Financial Services Authority, is acting for Red and no one else in connection with the Offer and will not be responsible to anyone other than Red for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Offer.