2015 annual report - Manchester United

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2015 annual report - Manchester United
Morningstar® Document Research℠
FORM 20-F
Manchester United plc - MANU
Filed: October 15, 2015 (period: June 30, 2015)
Annual and transition report of foreign private issuers under sections 13 or 15(d)
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user
assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be
limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Use these links to rapidly review the document
TABLE OF CONTENTS
Index to Consolidated financial statements
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
o
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended 30 June 2015
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
o
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-35627
MANCHESTER UNITED plc
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Company's name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
Sir Matt Busby Way, Old Trafford,
Manchester, England, M16 0RA
(Address of principal executive offices)
Edward Woodward
Executive Vice Chairman
Sir Matt Busby Way, Old Trafford,
Manchester, England, M16 0RA Telephone No. 011 44 (0) 161 868 8000
E-mail: [email protected]
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
Class A ordinary shares, par value $0.0005 per
share
Name of each exchange on which registered
New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
39,873,074 Class A ordinary shares
124,000,000 Class B ordinary shares
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o
No ý
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934. Yes o No ý
Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer o
Accelerated filer ý
Non-accelerated filer o
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP o
International Financial Reporting Standards as issued
by the International Accounting Standards Board ý
Other o
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 o
Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o
Source: Manchester United plc, 20-F, October 15, 2015
No ý
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
TABLE OF CONTENTS
Page
GENERAL INFORMATION
REORGANIZATION TRANSACTIONS AND INITIAL PUBLIC OFFERING
PRESENTATION OF FINANCIAL AND OTHER DATA
IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY
FORWARD-LOOKING STATEMENTS
MARKET AND INDUSTRY DATA
PART I
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
ITEM 3.
KEY INFORMATION
ITEM 4.
INFORMATION ON THE COMPANY
ITEM 4A.
UNRESOLVED STAFF COMMENTS
ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
ITEM 8.
FINANCIAL INFORMATION
ITEM 9.
THE OFFER AND LISTING
ITEM 10.
ADDITIONAL INFORMATION
ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
PART II
ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
ITEM 15.
CONTROLS AND PROCEDURES
ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT
ITEM 16B.
CODE OF ETHICS
ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER
ITEM 16F.
CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
ITEM 16G.
CORPORATE GOVERNANCE
ITEM 16H.
MINE SAFETY DISCLOSURE
PART III
ITEM 17.
FINANCIAL STATEMENTS
ITEM 18.
FINANCIAL STATEMENTS
ITEM 19.
EXHIBITS
MANCHESTER UNITED PLC GROUP HISTORICAL FINANCIAL INFORMATION
ii
ii
iii
iii
iv
v
1
1
1
27
54
54
78
88
91
92
93
100
101
102
102
102
103
103
103
104
104
104
104
105
106
106
106
i
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
GENERAL INFORMATION
In this annual report on Form 20-F ("Annual Report") references to:
•
"Manchester United," "the Company," "our Company," "our business," "we," "us" and "our" are, as the context requires, to Manchester
United plc together with its consolidated subsidiaries as a consolidated entity, for all periods following the reorganization transactions (see
below); and
•
"we," "us" and "our" for periods prior to the reorganization transactions are to Red Football Shareholder Limited together with its consolidated
subsidiaries as a consolidated entity.
Throughout this Form 20-F, we refer to the following football leagues and cups:
•
the Football Association Premier League sponsored by Barclays (the "Premier League");
•
the Emirates FA Cup (the "FA Cup");
•
the Football League Cup sponsored by Capital One (the "League Cup");
•
the Union of European Football Associations Champions League (the "Champions League"); and
•
the Union of European Football Associations Europa League (the "Europa League").
The term "Matchday" refers 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.
REORGANIZATION TRANSACTIONS AND INITIAL PUBLIC OFFERING
Before 9 August 2012, we conducted our business through Red Football Shareholder Limited, a private limited company incorporated in England and
Wales, and its subsidiaries. Prior to the reorganization transactions, Red Football Shareholder Limited was a direct, wholly-owned subsidiary of Red
Football LLC, a Delaware limited liability company. On 30 April 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. On 8 August 2012, Manchester United Ltd. changed its legal name to Manchester United plc.
On 9 August 2012, Red Football LLC contributed all of the equity interest of Red Football Shareholder Limited to Manchester United plc. As a result of
these transactions, Red Football Shareholder Limited became a direct, wholly-owned subsidiary of Red Football Holdings Limited, which is in turn, a
wholly-owned subsidiary of Manchester United plc and our business is now conducted through Manchester United plc and its subsidiaries. We refer to these
events throughout this Annual Report collectively as the "reorganization transactions."
Immediately following the reorganization transactions, Manchester United plc had in issue 124,000,000 Class B ordinary shares and 31,352,366 Class A
ordinary shares, totaling 155,352,366 ordinary shares with a total subscribed capital of £75,000. As a result, historic earnings per share calculations reflect the
capital structure of the new parent with the required disclosures in note 10 to our audited consolidated financial statements as of 30 June 2014 and 2013 and
for the fiscal years ended 30 June 2014, 2013 and 2012, included in our Annual Report on Form 20-F for the fiscal year ended 30 June 2014. The
reorganization transactions have been treated as a capital reorganization. In accordance with International Financial Reporting Standards ("IFRS"), historic
earnings per share
ii
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
calculations and the balance sheet as of 30 June 2012 were restated retrospectively to reflect the capital structure of the new parent rather than that of the
former parent, Red Football Shareholder Limited.
On 10 August 2012, the Company issued 8,333,334 Class A ordinary shares and listed such shares on the New York Stock Exchange at a price of $14.00
per share (the "IPO"). Net of underwriting costs and discounts, proceeds of $110,250,000 were received by the Company. The Company used the proceeds to
redeem and retire $101.7 million (£62.6 million) in aggregate principal amount of our 8 3 / 8 US dollar senior secured notes due 2017 (the "2017 Dollar Notes")
at a redemption price equal to 108.375% of the principal amount of such notes plus accrued and unpaid interest to the date of such redemption.
PRESENTATION OF FINANCIAL AND OTHER DATA
We report under IFRS, as issued by the International Accounting Standards Board (the "IASB"), and International Financial Reporting Interpretations
Committee interpretations. None of the financial statements were prepared in accordance with generally accepted accounting principles in the United States.
Prior to the reorganization transactions, we conducted our business through Red Football Shareholder Limited and its subsidiaries. Unless otherwise
specifically stated, the historical financial information presented in this Annual Report is presented for the following entities:
•
with respect to the financial information presented as of and for the years ended 30 June 2012 and 2011, Red Football Shareholder Limited
and its consolidated subsidiaries; and
•
with respect to the financial information presented as of and for the years ended 30 June 2015, 2014 and 2013, Manchester United plc and its
consolidated subsidiaries.
All references in this Annual Report to (i) "pounds sterling," "pence," "p" or "£" are to the currency of the United Kingdom, (ii) "US dollar," "USD" or "$"
are to the currency of the United States, and (iii) "Euro" or "€" 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.
IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY
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 an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the SarbanesOxley Act of 2002 (the "Sarbanes-Oxley Act").
As a company with less than $1.0 billion in revenue during our last fiscal year, we may take advantage of these provisions until the last day of the fiscal
year following the fifth anniversary of the completion of our IPO 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 filing, although we may choose to do so in future
filings.
The JOBS Act permits an "emerging growth company" to take advantage of an extended transition period to comply with new or revised accounting
standards applicable to public companies. We previously chose to "opt out" of this provision and, as a result, we are complying, and will continue to 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.
iii
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
FORWARD-LOOKING STATEMENTS
This Annual Report contains estimates and forward-looking statements. 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 Annual Report, may adversely affect our results as indicated in
forward-looking statements. You should read this Annual Report 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 various factors, including without limitation:
•
our dependence on the performance and popularity of our first team;
•
maintaining, enhancing and protecting our brand and reputation, particularly in new markets, in order to expand our follower and sponsorship
base;
•
our reliance on European competitions as a source of future income;
•
the negotiation and pricing of key media contracts outside our control;
•
actions taken by other Premier League clubs that are contrary to our interests;
•
our ability to attract and retain key personnel, including players, in an increasingly competitive market with increasing salaries and transfer
fees;
•
our ability to execute a digital media strategy that generates the revenue we anticipate;
•
our ability to meet growth expectations and properly manage such anticipated growth;
•
our ability to maintain, train and build an effective international sales and marketing infrastructure, and manage the risks associated with such
an expansion;
•
our ability to renew or replace key commercial agreements on similar or better terms, or attract new sponsors;
•
our exposure to credit related losses in connection with key media, commercial and transfer contracts;
•
our relationship with the various leagues to which we belong and the application of their respective rules and regulations;
•
our relationship with merchandising, licensing, sponsor and other commercial partners;
•
maintaining our match attendance at Old Trafford;
•
our exposure to increased competition, both in football and the various commercial markets in which we do business;
•
any natural disasters or other events beyond our control that adversely affect our operations;
•
the effect of adverse economic conditions on our operations;
iv
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
•
uncertainty with regard to exchange rates, our tax rate and our cash flow;
•
our ability to adequately protect against media piracy and identity theft of our follower account information;
•
our exposure to the effects of seasonality in our business;
•
the effect of our indebtedness on our financial health and competitive position;
•
our ability to compete in our industry and with innovation by our competitors;
•
estimates and estimate methodologies used in preparing our consolidated financial statements; and
•
the future trading prices of our Class A ordinary shares and the impact of securities analysts' reports on these prices.
Other sections of this Annual Report include additional factors that could adversely impact our business and financial performance, principally "Item 3.
Key Information—D. Risk Factors." 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. Therefore, you are
cautioned not to place undue reliance on these forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.
MARKET AND INDUSTRY DATA
This Annual Report contains industry, market, and competitive position data that are based on the 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) in 2011 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
v
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
differences in consumer behavior and any references to our followers in this Annual Report 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 Annual Report references the following industry publications and third-party studies:
•
television viewership data compiled by futures sports + entertainment—Mediabrands International Limited for the 2014/15 season (the
"Futures Data"); and
•
a paper published by AT Kearney, Inc. in 2014 entitled "Winning in the Business of Sports" ("AT Kearney").
vi
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
A. SELECTED FINANCIAL DATA
We prepare our consolidated financial statements in accordance with IFRS as issued by the IASB. The selected consolidated financial and other data
presented as of and for the years ended 30 June 2015, 2014, 2013, 2012 and 2011 has been derived from our audited consolidated financial statements and
the notes thereto (our audited consolidated financial statements as of 30 June 2013, 2012 and 2011 and for the years ended 30 June 2012 and 2011 are not
included in this Annual Report). Our historical results for any prior period are not necessarily indicative of results expected in any future period.
Before 9 August 2012, we conducted our business through Red Football Shareholder Limited and its subsidiaries, and therefore our historical financial
statements as of and for the years ended 30 June 2012 and 2011 present the results of operations and financial position of Red Football Shareholder Limited
unless otherwise specifically noted. Following the reorganization transactions, we have conducted our business through Manchester United plc and its
consolidated subsidiaries, and therefore our historical financial statements as of and for the years ended 30 June 2015, 2014 and 2013 present the results of
operations and financial position of Manchester United plc and its consolidated subsidiaries. Manchester United plc's historical financial statements prior to
the reorganization transactions are the same as Red Football Shareholder Limited's financial statements prior to the reorganization transactions, as adjusted
for the reorganization transactions. The reorganization transactions have been reflected retroactively in Manchester United plc's earnings/(loss) per share
calculations.
The selected historical financial information presented in the tables below should be read in conjunction with, and is qualified in its entirety by reference
to, our audited consolidated financial statements and accompanying notes. The audited consolidated financial statements and the accompanying notes as of
30 June 2015 and 2014 and for the years ended 30 June 2015, 2014 and 2013 have been included in this Annual Report.
1
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Unless otherwise specified, all financial information included in this Annual Report has been stated in pounds sterling.
2015
Income Statement Data:
Revenue
Analyzed as:
Commercial revenue
Broadcasting revenue
Matchday revenue
Operating expenses—before exceptional items
Analyzed as:
Employee benefit expenses
Other operating expenses
Depreciation
Amortization
Operating expenses—exceptional items
Total operating expenses
Operating profit before profit on disposal of players'
registrations
Profit on disposal of players' registrations
Operating profit
Finance costs
Finance income
Net finance costs
(Loss)/profit on ordinary activities before tax
Tax credit/(expense)
(Loss)/profit for the year
Attributable to:
Owners of the parent
Non-controlling interest
Weighted average number of ordinary shares (thousands)
Diluted weighted average number of ordinary shares
(thousands)
Basic (loss)/earnings per share (pence)
Diluted (loss)/earnings per share (pence)(2)
Year ended 30 June
2014
2013
2012
(£'000, unless otherwise indicated)
2011
395,178
433,164
363,189
320,320
331,441
196,931
107,664
90,583
(385,265)
189,315
135,746
108,103
(367,056)
152,441
101,625
109,123
(304,120)
117,611
103,991
98,718
(274,411)
103,369
117,249
110,823
(267,986)
(202,561)
(72,271)
(10,324)
(99,687)
(2,336)
(387,179)
(214,803)
(88,298)
(8,665)
(55,290)
(5,184)
(372,240)
(180,523)
(74,114)
(7,769)
(41,714)
(6,217)
(310,337)
(161,688)
(66,983)
(7,478)
(38,262)
(10,728)
(285,139)
(152,915)
(68,837)
(6,989)
(39,245)
(4,667)
(272,653)
7,999
23,649
31,648
(35,419)
204
(35,215)
(3,567)
2,672
(895)
60,924
6,991
67,915
(27,668)
256
(27,412)
40,503
(16,668)
23,835
52,852
9,162
62,014
(72,082)
1,275
(70,807)
(8,793)
155,212
146,419
35,181
9,691
44,872
(50,315)
779
(49,536)
(4,664)
27,977
23,313
58,788
4,466
63,254
(52,960)
1,710
(51,250)
12,004
986
12,990
(895)
—
163,795
23,835
—
163,814
146,250
169
162,895
22,986
12,649
327
341
155,352(1) 155,352(1)
164,132
(0.55)
(0.55)
163,893
14.55
14.54
162,895
89.78
89.78
155,352(1) 155,352(1)
14.80(1)
8.14(1)
14.80(1)
8.14(1)
(1)
As adjusted to retroactively reflect the reorganization transactions described on page ii of this Annual Report.
(2)
For the year ended 30 June 2015, potential ordinary shares are anti-dilutive, as their inclusion in the diluted loss per share calculation
would reduce the loss per share, and hence have been excluded. For the years ended 30 June 2014, 2013, 2012 and 2011, potential
ordinary shares have been treated as dilutive, as their inclusion in the diluted earnings per share calculation decreases earnings per
share.
2
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Other Data:
Commercial revenue
Analyzed as:
Sponsorship revenue
Retail, merchandising, apparel & products licensing revenue
Mobile & Content revenue
196,931
189,315
152,441
117,611
103,369
154,840
31,652
10,439
135,835
37,512
15,968
90,865
38,609
22,967
63,121
33,787
20,703
54,925
31,268
17,176
2015
Balance Sheet Data:
Cash and cash equivalents
Total assets
Total liabilities
Total equity
Equity attributable to owners of the parent
155,752
1,301,588
823,670
477,918
477,918
As of 30 June
2014
2013
2012
(£'000, unless otherwise indicated)
66,365
1,215,711
717,061
498,650
498,650
2014/15
Games Played:
Premier League
European Games
Domestic Cups
38
—
6
94,433
1,118,311
670,351
447,960
447,960
2013/14
38
10
6
2011
70,603
947,148
712,051
235,097
237,100
Season
2012/13
38
8
8
150,645
1,017,188
796,765
220,423
222,753
2011/12
38
10
5
2010/11
38
13
8
Exchange Rate Information
Our functional and reporting currency is pounds sterling and substantially all of our costs are denominated in pounds sterling. However, any
Broadcasting revenue from our participation in European competitions, as well as certain other revenue, is generated in Euros. We also occasionally enter
into transfer agreements which are payable in Euros. In addition, we have currency exposure against the US dollar relating to our US dollar denominated
secured term loan facility and our 3.79% senior secured notes due 2027 (the "2027 Notes") and our 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. These rates may differ from the actual rates used in the preparation of the financial
statements and other financial information appearing in this Annual Report. Inclusion of these exchange rates is not meant to suggest that the US dollar
amounts actually represent such pounds sterling amounts or that such amounts could have been or could be converted into US dollars at any particular rate,
or at all. On 9 October 2015, the exchange rate was $1.53 to £1.00.
3
Source: Manchester United plc, 20-F, October 15, 2015
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The following table sets forth information concerning exchange rates between the pounds sterling and the US dollar for the periods indicated. These rates
are provided solely for convenience.
Period
Period End
Fiscal Year 2011
Fiscal Year 2012
Fiscal Year 2013
Fiscal Year 2014
Fiscal Year 2015
March 2015
April 2015
May 2015
June 2015
July 2015
August 2015
September 2015
October 2015 (through 9 October 2015)
1.61
1.57
1.52
1.70
1.57
1.49
1.53
1.53
1.57
1.56
1.54
1.51
1.53
Noon Buying Rate
Average(1)
Low
($ per £1.00)
1.59
1.59
1.57
1.63
1.57
1.50
1.50
1.55
1.56
1.56
1.56
1.53
1.52
1.50
1.53
1.49
1.48
1.46
1.47
1.47
1.51
1.52
1.56
1.54
1.51
1.52
High
1.67
1.66
1.63
1.71
1.72
1.54
1.55
1.58
1.59
1.56
1.57
1.56
1.53
Source: Federal Reserve Bank of New York and Federal Reserve Statistical Release
(1)
Fiscal year averages were calculated by using the average of the exchange rates on the last day of each month during the relevant
period. Monthly averages are calculated by using the average of the daily rates during the relevant month.
B. CAPITALIZATION AND INDEBTEDNESS
Not applicable.
C. REASONS FOR THE OFFER AND USE OF PROCEEDS
Not applicable.
D. RISK FACTORS
Investment in our Class A ordinary shares involves a high degree of risk. We expect to be exposed to some or all of the risks described below in our
future operations. Any of the risk factors described below, as well as additional risks of which we are not currently aware, could affect our business
operations and have a material adverse effect on our business, results of operations, financial condition, cash flow and prospects and cause the value of
our shares to decline. Moreover, if and to the extent that any of the risks described below materialize, they may occur in combination with other risks which
would compound the adverse effect of such risks on our business, results of operations, financial condition, cash flow and prospects.
Risks Related to Our Business
If we are unable to maintain and enhance our brand and reputation, particularly in new markets, or if events occur that damage our brand and reputation,
our ability to expand our follower base, sponsors, and commercial partners or to sell significant quantities of our products may be impaired.
The success of our business depends on the value and strength of our brand and reputation. Our brand and reputation are also integral to the
implementation of our strategies for expanding our follower base, sponsors and commercial partners. To be successful in the future, particularly outside of
Europe, we believe we must preserve, grow and leverage the value of our brand across all of our
4
Source: Manchester United plc, 20-F, October 15, 2015
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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, 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 revenue streams and have
a material adverse effect on 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. Our success and many achievements over the last twenty years does not necessarily mean that we will continue to be
successful in the future, whether as a result of changes in player personnel, coaching staff or otherwise. 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.
We are dependent upon the performance and popularity of our first team.
Our revenue streams are driven by the performance and popularity of our first team. Significant sources of our revenue are the result of historically strong
performances in English domestic and European competitions, specifically the 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:
•
sponsorship revenue through sponsorship relationships;
•
retail, merchandising, apparel & product licensing revenue through product sales;
•
mobile & content revenue through distribution via our own media platforms and partner media platforms;
5
Source: Manchester United plc, 20-F, October 15, 2015
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•
broadcasting revenue through the frequency of appearances and performance based share of league broadcasting revenue and Champions
League prize money; and
•
Matchday revenue through ticket sales.
Our first team currently plays in the Premier League, the top football league in England. Our performance in the Premier League directly affects, and a
weak performance in the Premier League could adversely affect, our business, results of operations, financial condition and cash flow. For example, our
revenue from the sale of products, media rights, tickets and hospitality would fall considerably if our first team were relegated from (or otherwise ceased to
play in) the Premier League, the Champions League or the Europa League.
We cannot ensure that our first team will be successful in the Premier League or in the other leagues and tournaments in which it plays. Relegation from
the Premier League or a general decline in the success of our first team, particularly in consecutive seasons, would negatively affect our ability to attract or
retain talented players and coaching staff, as well as supporters, sponsors and other commercial partners, which would have a material adverse effect on our
business, results of operations, financial condition and cash flow.
If we fail to properly manage our anticipated growth, our business could suffer.
The planned growth of our commercial operations may place a significant strain on our management and on our operational and financial resources and
systems. To manage growth effectively, we will need to maintain a system of management controls and attract and retain qualified personnel, as well as,
develop, train and manage management-level and other employees. Failure to manage our growth effectively could cause us to over-invest or under-invest in
infrastructure, and result in losses or weaknesses in our infrastructure, which could have a material adverse effect 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 30 June 2015, 2014 and 2013 represented 49.8%, 43.7% and 42.0% 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.
6
Source: Manchester United plc, 20-F, October 15, 2015
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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
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 commercial portfolio by developing and expanding our geographic and product
categorized approach, which will include partnering with additional 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 cannot assure you that we will be successful in implementing our business plan or that
our Commercial 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 30 June 2015, 2014 and 2013, 1.9%, 29.0% and 30.8% of our Broadcasting revenue, respectively, was generated from the
media rights for UEFA matches, and 89.7%, 65.5% and 60.5% 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") respectively. 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 2018/19 football
season and for the sale of Champions League broadcasting rights through the end of the 2017/18 football season, future agreements, may not maintain our
current level of Broadcasting revenue. Furthermore, the Premier League domestic broadcasting rights deal through the end of the 2018/19 football season
may be negatively impacted by an ongoing regulatory investigation (see below). Moreover, if international broadcasting revenue becomes an increasingly
large portion of total revenue for the Premier League, a single club's domestic success and resulting revenue may be outweighed by international media
rights, which are distributed among all Premier League clubs in even proportion. As a result, aside from facilitating access to the Champions League, 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"), UK authorities, or other competent authorities and courts
having jurisdiction may also have a negative effect on our revenue from media rights. It is likely that there will be future intervention by the European
Commission relating to the grant of exclusive licenses of content on a country-by-country basis within the European Union. Following the cases of the
Premier League & others vs. QC Leisure & Others / Karen Murphy vs. Media Protection Services (under which the European Court of Justice ruled that any
agreement designed to guarantee country-by-country exclusivity within the European Union (i.e. by stopping any cross border provision of broadcasting
services) was deemed to be anti-competitive and prohibited by EU competition law), the EU began an investigation in January 2014 into exclusive licensing
arrangements as between the US Studios and various platforms in Europe.
7
Source: Manchester United plc, 20-F, October 15, 2015
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In July 2015, the EU followed up with a statement of objections which set out its preliminary view that in relation to these studios and Sky UK, where there
are provisions which require Sky UK to block access to films through geo-blocking its online services or through its satellite pay tv services to consumers
outside of the UK (and thus prevent Sky from responding to unsolicited requests from consumers (so-called "passive sales")), these provisions would
eliminate cross border competition and would constitute a violation of EU rules. While the statement of objections is aimed at the US Studios and Sky UK,
the European Commission is carrying out parallel investigations into cross-border access to pay-TV services in France, Italy, Germany and Spain. Equally,
while the investigations have been targeted at film content, the decision is very likely to be applicable to any pay-tv content, including sport. In addition, the
EU has recently announced its Digital Single Market ("DSM") strategy, an element of which is to ensure that users who buy access to audio-visual content
online can access that content while travelling across Europe (so-called "portability"). As part of the DSM initiative, the EC is looking to modernize EU
copyright rules to allow for wider access to online content across the EU. 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.
In November 2014, following a complaint by Virgin Media, Ofcom (the communications regulator in the UK) opened an investigation under section 25
of the Competition Act 1998 into the joint selling arrangements by the Premier League for live, UK audio-visual media rights for Premier League football
matches. That investigation remains ongoing. A potential infringement decision could negatively impact the auction process and affect the amount which
the Premier League is able to derive from the exploitation of live, UK audio-visual rights for seasons 2016/17, 2017/18 and 2018/19. As a result, our
Broadcasting revenue from the sale of those rights could decrease. Any significant reduction in our Broadcasting revenue could materially adversely affect
our business, results of operations, financial condition and cash flow.
European competitions cannot be relied upon as a source of income.
Qualification for the Champions League is dependent upon our first team's performance in the Premier League and, in some circumstances, the
Champions League itself in the previous season. Qualification for the Champions League cannot, therefore, be guaranteed. Failure to qualify for the
Champions League would result in a material reduction in revenue for each season in which our first team did not participate. As a result of our first team
performance during the 2013/14 season, our first team did not participate in the 2014/15 Champions League or 2014/15 UEFA Europa League. Inclusive of
broadcasting revenue, prize money and Matchday revenue, our combined broadcasting and Matchday revenue from participation in European competitions
was £1.9 million (being distributions from UEFA relating to the previous season's competition), £49.4 million and £38.9 million for each of the years ended
30 June 2015, 2014 and 2013, respectively.
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 European competition 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 European competition 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. Failure to participate in
8
Source: Manchester United plc, 20-F, October 15, 2015
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the Champions League for two or more consecutive seasons would also reduce annual payments under the agreement with adidas by 30% of the applicable
payment for the year in which the second or other consecutive season of non-participation falls. Any one or more of these events could have a material
adverse effect on our business, results of operation, financial condition and cash flow.
Our business depends in part on relationships with certain third parties.
We consider the development of our commercial assets to be central to our ongoing business plan and a driver of future growth. For example, our current
contract with adidas that began with the 2015/16 season provides them with certain global technical sponsorship and dual-branded licensing rights. While
we expect to be able to continue to execute our business plan in the future with the support of adidas, 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 adidas beginning with the 2015/16 season. Further,
any interruption in our ability to obtain the services of adidas beginning with the 2015/16 season, or other third parties or deterioration in their performance,
could negatively impact this portion of our operations. Furthermore, if our new arrangement with adidas is terminated or modified against our interest, we
may not be able to find alternative solutions for this portion of our business on a timely basis or on terms favorable to us or at all.
In the future, we may enter into additional arrangements permitting third parties to use our brand and trademarks. Although we take steps to carefully
select our partners, such arrangements may not be successful. Our partners may fail to fulfil their obligations under their 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 and/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 UEFA 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 sponsorship 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 30 June 2015, those sources that represented greater than 10% of our total revenue were:
•
Premier League: 25.4% of our total revenue
•
General Motors (Chevrolet): 14.8% of our total revenue
We are also exposed to other football clubs globally for the payment of transfer fees on players. Depending on the transaction, some of these fees are paid
to us in installments. We try to manage our credit risk with respect to those clubs by requiring payments in advance or, in the case of payments on
installment, requiring bank guarantees on such payments in certain circumstances. However, we cannot ensure these efforts will eliminate our credit exposure
to other clubs. A change in credit quality at one of the media broadcasters for the Premier League or UEFA, one of our sponsors or a club to whom we have
sold a player can increase the risk that such counterparty is unable or unwilling to pay amounts owed to us. The failure of a major television broadcaster for
the Premier League or Champions League to pay outstanding amounts owed to its respective league or the failure of one of our key sponsors or a club to pay
outstanding amounts owed to us could have a material adverse effect on our business, results of operations, financial condition and cash flow.
9
Source: Manchester United plc, 20-F, October 15, 2015
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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 domestic 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 2014/15, 2013/14 and 2012/13 seasons, we played 21, 28 and 28 home matches, respectively, and our Matchday revenue was
£90.6 million, £108.1 million and £109.1 million for the years ended 30 June 2015, 2014 and 2013, 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, and the Premier League's
profitability and sustainability regulations, a similar set of rules monitoring Premier League clubs, 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 European competitions. Competition within England could also cause our first team to fail to advance in
the FA Cup and League Cup.
In addition, from a commercial perspective, we actively compete across many different industries and within many different markets. We believe our
primary sources of competition, both in Europe and internationally, include, but are not limited to:
•
other businesses seeking corporate sponsorships and commercial partners such as sports teams, other entertainment events and television and
digital media outlets;
•
providers of sports apparel and equipment seeking retail, merchandising, apparel & product licensing opportunities;
•
digital content providers seeking consumer attention and leisure time, advertiser income and consumer e-commerce activity;
•
other types of television programming seeking access to broadcasters and advertiser income; and
•
alternative forms of corporate hospitality and live entertainment for the sale of matchday tickets such as other live sports events, concerts,
festivals, theater and similar events.
All of the above forms of competition could have a material adverse effect on any of our five revenue streams and our overall business, results of
operations, financial condition and cash flow.
10
Source: Manchester United plc, 20-F, October 15, 2015
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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,
European competitions, 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, or 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 mobile & content business is uncertain. You should consider our business and prospects in light of the challenges,
risks and difficulties we may encounter in this new and rapidly evolving market, including:
•
our digital media strategy requiring us to provide offerings such as video on demand, highlights and international memberships that have not
previously been a substantial part of our business;
•
our ability to retain our current global follower base, build our follower base and increase engagement with our followers through our digital
media assets;
•
our ability to enhance the content offered through our digital media assets and increase our subscriber base;
•
our ability to effectively generate revenue from interaction with our followers through our digital media assets;
•
our ability to attract new sponsors and advertisers, retain existing sponsors and advertisers and demonstrate that our digital media assets will
deliver value to them;
•
our ability to develop our digital media assets in a cost effective manner and operate our digital media services profitably and securely;
11
Source: Manchester United plc, 20-F, October 15, 2015
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•
our ability to identify and capitalize on new digital media business opportunities; and
•
our ability to compete with other sports and other media for users' time.
In addition, as we expand our digital and other media channels, including the internet, mobile services and social media, revenue from our other business
sectors may decrease, including our Broadcasting revenue. Moreover, the increase in subscriber base in some of these digital and other media channels may
limit the growth of the subscriber base and popularity of other channels. 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 income 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 career-ending 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, the Aon Training Complex or other valuable assets could expose us to significant losses.
Furthermore, although the Fédération Internationale de Football Association ("FIFA") now provides insurance coverage for loss of wages for players
injured while playing for their senior national team in a match played under the FIFA international match calendar, our insurance policies do not cover our
players during those periods and, under FIFA rules, national football associations are not obliged to provide insurance coverage 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
12
Source: Manchester United plc, 20-F, October 15, 2015
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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 pounds sterling and substantially all of our costs are denominated in pounds sterling. However, Broadcasting
revenue from our participation in UEFA competitions, as well as certain other revenue, is generated in Euros. We also occasionally enter into transfer
agreements or commercial partner agreements which are payable in Euros. In addition, we have US dollar currency exposure relating to our secured term loan
facility and senior secured notes as well as Commercial revenue from certain sponsors. On 1 July 2013 we began hedging the foreign exchange risk on a
portion of our future US dollar revenues using a portion of our US dollar denominated secured term loan facility and senior secured notes as the hedging
instrument. For the year ended 30 June 2015, we recorded a foreign exchange loss in our income statement on our unhedged US dollar denominated secured
term loan facility and senior secured notes of £0.3 million (2014: £nil; 2013: loss of £2.5 million). For the years ended 30 June 2015, 2014 and 2013
approximately 1.2%, 9.1% and 9.3% of our total revenue was generated in Euros, respectively, and approximately 30.3%, 19.7% and 16.0% of our total
revenue was generated in US dollars, respectively. We may also enter into foreign exchange contracts to hedge a portion of this transactional exposure. We
offset 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
13
Source: Manchester United plc, 20-F, October 15, 2015
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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 mobile & content revenue.
For each of the years ended 30 June 2015, 2014 and 2013, Broadcasting revenue constituted 27.3%, 31.3% and 28.0%, 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 previously initiated
litigation against Google and YouTube for facilitating piracy and illegal streaming of subscription content. While this litigation matter has been settled 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 on our business, results of operations, financial
condition and cash flow.
Our operating results may fluctuate due to seasonality.
Our operating results are subject to seasonal variation, limiting the overall comparability and predictability 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. Our business might be affected by our first team
reaching the later stages of European and domestic competitions, which would generate significant additional Broadcasting and Matchday revenue during
the fourth quarter of our fiscal years. Our cash flow may also vary among interim periods due to the timing of significant payments from major commercial
agreements. 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.
14
Source: Manchester United plc, 20-F, October 15, 2015
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We are subject to a greater tax rate than in previous years.
During the years ended 30 June 2012 and 2011, our principal operating subsidiaries were tax residents in the United Kingdom. For the year ended
30 June 2012, we were subject to a weighted UK statutory tax rate of 25.5%. Following the reorganization transactions in 2012, although we are organized as
a Cayman Islands exempted company, we report as a US domestic corporation for US federal income tax purposes and we are subject to US federal income tax
(currently at a statutory rate of 35%) on the majority of our worldwide income.
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.
Risks Related to Our Industry
An economic downturn and adverse economic conditions may harm our business.
An 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
Commercial and sponsorship revenue are contingent upon the expenditures of businesses across a wide range of industries, and if these industries were to cut
costs in response to an economic downturn, our revenue may similarly decline. Weak economic conditions could also cause a reduction in our Commercial
and sponsorship, as well as our 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 changes in personal tax rates, changes to the treatment of income or other changes to taxation in the
United Kingdom and the relative strength of pounds sterling, 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
15
Source: Manchester United plc, 20-F, October 15, 2015
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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. 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.
We remain committed to attracting and retaining the highest quality players for our first team. Our average annual net player capital expenditure over the
last 15 years has been £27.9 million (excluding the sale of a player in the year ended 30 June 2009 that generated significant cash inflow, the average annual
net player capital expenditure over the same period would have been £33.3 million), and we continue to expect it to vary significantly from period to period.
We may explore new player acquisitions in connection with future transfer periods that may materially increase the amount of our net player capital
expenditure. As part of any material increase in net player capital expenditure, we may also experience a material increase in our expenditure for player
salaries. The actual amount of cash we use on player acquisitions will also depend, in part, on the amount of any cash we receive as a result of the sale of any
players. Any increase in net player capital expenditure compared to historic levels will also result in an increase in amortization expenses in future periods.
UEFA and Premier League regulations could negatively affect our business.
As the primary governing body of European football, UEFA continually evaluates the dynamics in the football industry and considers changes to the
regulatory framework governing European football clubs. As an example, clubs participating in the Champions League and Europa League competitions are
subject to the UEFA Club Licensing and Financial Fair Play regulations ("FFP regulations"). Breaches in the rules may result in, among other things,
withholding of prize money, transfer bans and ultimately disqualification from European competitions. Amongst other things, these rules are intended to
discourage clubs from continually operating at a loss and to ensure that clubs settle their football, staff and tax creditors on time. Breaches of FFP regulations,
for example, where relevant costs (which includes all wage costs and the amortization of player capital expenditures, but excludes depreciation of tangible
fixed assets, youth development and community expenditure) exceed revenues on a cumulative basis over a three-year period, or serious delays in settling
creditors, have resulted in clubs being punished by way of significant fines and even exclusion from UEFA competitions.
The Premier League has also introduced regulations that aim to promote sustainability through profitability and, in addition, in the three seasons
beginning with the 2013/14 season, limit the annual increase in aggregate player salaries unless such increases are funded by additional club revenue from
sources other than Premier League broadcasting revenue. Following the three-season player salaries cost control period, the Premier League will implement a
break-even test similar to that contained in the FFP regulations. The first break-even test under the profitability and sustainability regulations will take place
prior to the 2015/16 season and will be based on the fiscal years ended 30 June 2014 and 2015. Wide-ranging sanctions, including significant fines, player
transfer restrictions and Premier League points deduction, may be imposed for breaches of these regulations.
There is a risk that application of the FFP regulations and Premier League profitability and sustainability regulations could have a material adverse effect
on the performance of our first team and our business, results of operations, financial condition and cash flow.
16
Source: Manchester United plc, 20-F, October 15, 2015
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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" (i.e. players that have been registered for at least three seasons at an
English or Welsh club between the ages of 16 and 21) players in their squads, could limit our ability to select players. Any of these changes could make it
more difficult for us to acquire top quality players and, therefore, adversely affect the performance of our first team.
Changes in the format of the league and cup competitions in which our first team plays, or might in the future play, could have a negative impact on our
results of operations. In addition, in the event that new competitions are introduced to replace existing competitions (for example, a European league), our
results of operations may be negatively affected.
There could be a decline in our popularity or the popularity of football.
There can be no assurance that football will retain its popularity as a sport around the world and its status in the United Kingdom as the so-called
"national game," together with the associated levels of media coverage. In addition, we could suffer a decline in popularity. Any decline in popularity could
result in lower ticket sales, broadcasting revenue, sponsorship revenue, a reduction in the value of our players or our brand, or a decline in the value of our
securities, including our Class A ordinary shares. Any one of these events or a combination of such events could have a material adverse effect on our
business, results of operations, financial condition and cash flow.
Risk Related to Our Indebtedness
Our indebtedness could adversely affect our financial health and competitive position.
As of 30 June 2015, we had total indebtedness of £411.0 million. Our indebtedness increases the risk that we may be unable to generate cash sufficient to
pay amounts due in respect of our indebtedness. It could also have effects on our business. For example, it could:
•
limit our ability to pay dividends;
•
increase our vulnerability to general adverse economic and industry conditions;
•
require us to dedicate a material portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the
availability of our cash flow to fund the hiring and retention of players and coaching staff, working capital, capital expenditures and other
general corporate purposes;
•
limit our flexibility in planning for, or reacting to, changes in our business and the football industry;
•
affect our ability to compete for players and coaching staff; and
•
limit our ability to borrow additional funds.
17
Source: Manchester United plc, 20-F, October 15, 2015
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In addition, our new revolving credit facility, our secured term loan facility and the note purchase agreement governing the 2027 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 any 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.
Our new revolving credit facility, our secured term loan facility and the note purchase agreement governing the 2027 Notes limit our ability, among
other things, to:
•
incur additional indebtedness;
•
pay dividends or make other distributions or repurchase or redeem our shares;
•
make investments;
•
sell assets, including capital stock of restricted subsidiaries;
•
enter into agreements restricting our subsidiaries' ability to pay dividends;
•
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
•
enter into sale and leaseback transactions;
•
enter into transactions with our affiliates; and
•
incur liens.
Our ability to comply with these covenants and restrictions may be affected by events beyond our control. If we breach any of these covenants or
restrictions, we could be in default under our new revolving credit facility, our secured term loan facility and the 2027 Notes. This would permit the lending
banks under our new revolving credit facility and our secured term loan facility to take certain actions, including declaring all amounts that we have
borrowed under our new revolving credit facility, our secured term loan 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 note purchase agreement governing the 2027 Notes. Furthermore, lending banks could
refuse to extend further credit under the new revolving credit facility. If the debt under our new revolving credit facility, our secured term loan
18
Source: Manchester United plc, 20-F, October 15, 2015
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facility, the 2027 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 new revolving credit facility and our secured term loan facility, which bear
interest at variable rates. Interest rate changes could impact the amount of our interest payments, and accordingly, our future earnings and cash flow,
assuming other factors are held constant. We have entered into an interest rate swap related to our secured term loan facility that involves the exchange of
floating for fixed rate interest payments in order to reduce interest rate volatility. As of 30 June 2015, we had £140,182,000 of variable rate indebtedness
outstanding under our secured term loan facility. We cannot assure you that any hedging activities entered into by us will be effective in fully mitigating our
interest rate risk from our variable rate indebtedness.
Risks Related to 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 principal shareholder, Red Football LLC, controls 20.10% of our issued and outstanding Class A ordinary shares and 68.55% of our issued and
outstanding Class B ordinary shares, representing 67.04% 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 class of shares. 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. 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 shareholders. This concentration of ownership may harm the value of our Class A ordinary shares, among other things:
•
delaying, deferring or preventing a change in control of our Company;
•
impeding a merger, consolidation, takeover or other business combination involving our Company; or
•
causing us to enter into transactions or agreements that are not in the best interests of all shareholders.
19
Source: Manchester United plc, 20-F, October 15, 2015
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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 do, 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 do, 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 are not required to have a
nominating and corporate governance committee. Therefore, our board of directors' 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. Our principal shareholder, Red Football LLC, controls 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 are 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 do 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 make
our Class A ordinary shares less attractive to investors.
We are an "emerging growth company," as defined in the JOBS Act, and, as such, we 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. We cannot predict if investors will find our Class A ordinary
shares less attractive because we 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 previously chose to
20
Source: Manchester United plc, 20-F, October 15, 2015
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"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 require significant resources and management attention.
As a public company in the United States, we incur legal, accounting and other expenses that we did not previously incur as a private company. We are
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 increases
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 demands of being 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 have taken, and will continue to take, may not be sufficient to satisfy our obligations as a public company. In addition, these rules
and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly. For example, these rules and
regulations 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 revenuegenerating 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 until the last day of the fiscal year following the fifth anniversary of the completion of our IPO. 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
21
Source: Manchester United plc, 20-F, October 15, 2015
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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 31 December 2015.
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.
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 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
22
Source: Manchester United plc, 20-F, October 15, 2015
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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 is 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 investors from being able to sell their shares of our Class A ordinary shares at or
above the price they paid for such shares. The trading price of our Class A ordinary shares may be volatile and subject to wide price fluctuations in response
to various factors, including:
•
performance of our first team;
•
the overall performance of the equity markets;
•
industry related regulatory developments;
•
issuance of new or changed securities analysts' reports or recommendations;
•
additions or departures of key personnel;
•
investor perceptions of us and the football industry, changes in accounting standards, policies, guidance, interpretations or principles;
•
sale of our Class A ordinary shares by us, our principal shareholder or members of our management;
•
general economic conditions;
•
changes in interest rates; and
•
availability of capital.
These and other factors might cause the market price of our Class A ordinary shares to fluctuate substantially, which might limit or prevent investors from
readily selling their shares of our Class A ordinary 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.
23
Source: Manchester United plc, 20-F, October 15, 2015
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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, 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. As of 9 October 2015 we had 39,892,289 Class A ordinary
shares outstanding. The Class A ordinary shares are 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.
All of our Class A ordinary shares outstanding as of the date of this Annual Report may be sold in the public market by existing shareholders, subject to
applicable Rule 144 volume limitations and other limitations imposed under federal securities laws.
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 regular dividends is subject to restrictions in our new revolving credit facility, our secured term loan facility, the note purchase
agreement governing the 2027 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.
On 17 September 2015, our board of directors announced that it had approved the payment of a regular quarterly cash dividend on our outstanding
Class A and Class B ordinary shares beginning in the first quarter of fiscal year 2016, with the first dividend of $0.045 per share payable on 15 October 2015
to holders of record of our Class A and Class B ordinary shares on 30 September 2015. The declaration and payment of any future dividends will be at the
discretion of our board of directors or a committee thereof and will depend upon our results of operations, financial condition, distributable reserves,
contractual restrictions, restrictions imposed by applicable law, capital requirements and other factors our board of directors (or such committee thereof)
deems relevant. Furthermore, neither of our Class A ordinary shares nor our 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 and Class B ordinary shares is limited by our new revolving credit facility, our secured term loan facility and the note purchase agreement
governing the 2027 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 and its restricted subsidiaries,
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. Additionally, because we are a
holding company, our ability to pay dividends on our Class A ordinary shares and Class B 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. As a
consequence of these limitations and restrictions, we may not be able to make, or may have to reduce or eliminate, the payment of dividends on our Class A
ordinary shares. Accordingly, you may have to sell some or all of your Class A ordinary shares after price appreciation in order to generate cash flow from
your investment. You may not receive a gain on your investment when you sell your Class A ordinary shares and you may lose the entire amount of the
investment.
24
Source: Manchester United plc, 20-F, October 15, 2015
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Additionally, any change in the level of our dividends or the suspension of the payment thereof could adversely affect the market price of our Class A
ordinary shares. See "Item 8. Financial Information—A. Consolidated Financial Statements and Other Financial Information—Dividend Policy."
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 the acquisition of (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 repurchase shares from such person or direct that shareholder to transfer those shares to another person.
Exchange rate fluctuations may adversely affect the foreign currency value of the Class A ordinary shares and any dividends.
Our Class A ordinary shares are quoted in US dollars on the New York Stock Exchange. Our financial statements are prepared in pounds sterling.
Fluctuations in the exchange rate between the pounds 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 "Item 10. Additional Information—B. Memorandum and Articles of Association and Other Share Information."
We report as a US domestic corporation for US federal income tax purposes.
As discussed more fully under "Item 10. Additional Information—E. Taxation," due to the circumstances of our formation and the application of
Section 7874 of the US Internal Revenue Code of 1986, as amended (the "Code"), we report as a US domestic corporation for all purposes of the Code. As a
result, we are subject to US federal income tax on the majority of our worldwide income. In addition, if we pay dividends to a Non-US Holder, as defined in
the discussion "Item 10. Additional Information—E. Taxation," we 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.
25
Source: Manchester United plc, 20-F, October 15, 2015
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Withholding under the Foreign Account Tax Compliance Act may apply to our dividends and gross proceeds from the sale or other disposition of our
Class A ordinary shares.
Under legislation incorporating provisions referred to as the Foreign Account Tax Compliance Act ("FATCA"), a 30% withholding tax will generally
apply to certain types of payments, including US source dividends and gross proceeds from the disposition of equity securities that produce US source
dividends, made to "foreign financial institutions" (as defined under those rules) and certain other non-US entities, unless such foreign financial institutions
or other entities comply with requirements under FATCA or are otherwise exempt from such requirements. Because we report as a US domestic corporation for
all purposes of the Code, including for purposes of FATCA, our dividends as well as gross proceeds from the sale or other disposition of our Class A ordinary
shares paid to a foreign financial institution or other non-US entity may be subject to potential withholding under FATCA. Under the applicable Treasury
regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our Class A ordinary shares and will
apply to payments of gross proceeds from a sale or other disposition of Class A ordinary shares on or after 1 January 2019. Prospective investors should
consult their tax advisors regarding the potential application of withholding under FATCA to an investment in our 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 depends in part on the research and reports that securities or industry analysts publish about us, our
business or our industry. 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 ceases to cover us or fails to publish regular reports on us, interest in the purchase of our Class A ordinary 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 Annual Report 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. 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.
26
Source: Manchester United plc, 20-F, October 15, 2015
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ITEM 4. INFORMATION ON THE COMPANY
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 137-year
heritage we have won 62 trophies, including a record 20 English league titles, enabling us to develop what we believe is one of the world's leading sports
brands and a global community of 659 million followers. Our large, passionate community provides us with a worldwide platform to generate significant
revenue from multiple sources, including sponsorship, merchandising, product licensing, mobile & content, broadcasting and matchday. We attract leading
global companies such as adidas, Aon, and General Motors (Chevrolet) 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:
•
Approximately 5 million items of Manchester United branded licensed products, including approximately 2 million replica jerseys, were sold
around the world in the last year.
•
Premier League games at our home stadium, Old Trafford, have been sold out since the 1997/98 season. In the 2014/15 season, our 21 home
games were attended by over 1.5 million people.
•
We undertake exhibition games and promotional tours on a global basis, enabling our worldwide followers to see our team play. These games
are in addition to our competitive matches and take place during the summer months or during gaps in the football season. Over the last
4 years, we have played 22 exhibition games in Australia, China, Germany, Hong Kong, Ireland, Japan, Norway, South Africa, Sweden,
Thailand and the United States, where in 2014, we set a U.S. attendance record for a football match with 109,318 fans at Michigan stadium.
•
Our customer relationship management ("CRM") database, a proprietary data repository that includes contact and transactional details of
followers and customers around the globe, enables us to analyze and better understand prospects and customers to drive revenues. As of
30 June 2015, the CRM database holds in excess of 40 million records, as compared to 37 million records as of 30 June 2014, an increase of
approximately 3 million, or 8.1%.
•
During the 2014/15 season, our games generated a cumulative audience reach of over 2 billion viewers, according to the Futures Data, across
200 territories. On a per game basis, our 44 games attracted an average cumulative audience reach of 50 million per game, based on the Futures
Data.
•
We have one of the strongest online global brands providing us with significant opportunities to further engage with our followers and
develop our media assets and revenue streams.
•
Our website, www.manutd.com, is published in 7 languages and over the year ended 30 June 2015 attracted an average of approximately
43.0 million page views per month.
•
We have a very popular brand page on Facebook with over 66.1 million connections. In comparison, the New York Yankees have
approximately 8.4 million Facebook connections and the Dallas Cowboys have approximately 8.0 million Facebook connections.
Furthermore, we have more Facebook connections than the NBA, NFL and MLB combined and we are the most popular Facebook page
registered in the United Kingdom according to www.socialbakers.com.
•
Our July 2013 launch on Twitter attracted approximately 345,000 followers in its first 24-hours making it one of the most successful launches
ever. Our Twitter account now has more than 5.4 million followers, an increase of over 58% from 30 June 2014.
27
Source: Manchester United plc, 20-F, October 15, 2015
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Our Business Model and Revenue Drivers
We operate and manage our business as a single reporting segment—the operation of a professional sports team. However, we review our revenue
through three principal sectors—Commercial, Broadcasting and Matchday.
•
Commercial: Within the Commercial revenue sector, we monetize our global brand via three revenue streams: sponsorship; retail,
merchandising, apparel & product licensing; and mobile & content. We believe that Commercial revenue will be our fastest growing sector
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 around the globe. To better leverage the strength of our brand, we have developed a global,
regional and product segmentation sponsorship strategy. Our sponsorship revenue was £154.8 million, £135.8 million and £90.9 million for
each of the years ended 30 June 2015, 2014 and 2013, respectively.
•
Retail, Merchandising, Apparel & Product Licensing: We market and sell 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 ecommerce platforms, as well as our partners' wholesale distribution channels. All of our retail, merchandising, apparel & product licensing
business was managed by Nike up to the end of July 2015. Nike paid us a minimum guaranteed amount and a share of the business' cumulative
profits. During the 2014/15 season, we received £19.6 million, which reflects the minimum guaranteed amount. We also recognized an
additional £11.6 million, which represents a proportion of the 50% cumulative profits due under the Nike agreement during the 2014/15
season as compared to the £12.2 million profit share we recognized during the 2013/14 season. Our retail, merchandising, apparel & product
licensing revenue was £31.6 million, £37.5 million and £38.6 million for each of the years ended 30 June 2015, 2014 and 2013, respectively.
We have entered into a 10-year agreement with adidas with respect to our global technical sponsorship and dual-branded licensing rights,
beginning with the 2015/16 season. The minimum guarantee payable by adidas is equal to £750 million, subject to certain adjustments. See
"Revenue Sectors—Commercial—Retail, Merchandising, Apparel & Product Licensing" below for additional information regarding our
agreement with adidas.
•
Mobile & Content: Due to the strength of our brand and the quality of our content, we have formed mobile telecom partnerships in numerous
countries. In addition, we market content directly to our followers through our website, www.manutd.com, and associated mobile properties.
Our mobile & content revenue was £10.4 million, £16.0 million and £23.0 million for each of the years ended 30 June 2015, 2014 and 2013,
respectively.
Our Commercial revenue was £196.9 million, £189.3 million and £152.5 million for each of the years ended 30 June 2015, 2014 and 2013,
respectively, and grew at a compound annual growth rate of 13.6% from fiscal year 2013 through fiscal year 2015. 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 predictable cash flow and global media exposure that enables us to
continue to invest in the success of the team and expand our brand.
28
Source: Manchester United plc, 20-F, October 15, 2015
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•
Broadcasting: We benefit from the distribution of live football content directly from the revenue we receive and indirectly through increased
global exposure for our commercial partners. Broadcasting revenue is derived from the global television rights relating to the Premier League,
European competitions and other competitions. In addition, our wholly-owned global television channel, MUTV, delivers Manchester United
programming to over 90 countries and territories around the world. Broadcasting revenue including, in some cases, prize money received by us
in respect of various competitions, will vary from year to year as a result of variability in the amount of available prize money and the
performance of our first team in such competitions. Our Broadcasting revenue was £107.7 million, £135.8 million and £101.6 million for each
of the years ended 30 June 2015, 2014 and 2013, respectively.
•
Matchday: We believe Old Trafford is one of the world's iconic sports venues. It currently seats 75,669 and is the largest football club stadium
in the UK. We have averaged over 99% of attendance capacity for our Premier League matches in each of the last 17 years. Matchday revenue
will vary from year to year as a result of the number of home games played and the performance of our first team in various competitions. Our
Matchday revenue was £90.6 million, £108.1 million and £109.1 million for each of the years ended 30 June 2015, 2014 and 2013,
respectively.
Total revenue for the years ended 30 June 2015, 2014 and 2013 was £395.2 million, £433.2 million and £363.2 million, respectively.
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 62 trophies in nine different leagues, competitions and cups
since 1908. Our ongoing success is supported by our highly developed football infrastructure and global scouting network.
•
A globally recognized brand with a large, worldwide following: Our 137-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 worldwide 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. Our community of followers is strong in emerging markets, especially in certain regions of Asia, which
enables us to deliver media exposure and growth to our partners in these markets.
•
Well established global media and marketing infrastructure driving Commercial revenue growth: We have a large global team, working
from our UK and Hong Kong offices, 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. In addition, we have developed an increasing range of case studies, covering multiple
sponsorship categories and geographies, which in combination with our many years' experience enables us to demonstrate and deliver an
effective set of marketing capabilities to our partners on a global and regional basis. Our team is dedicated to the development and
monetization of our brand and to the sourcing of new revenue opportunities.
29
Source: Manchester United plc, 20-F, October 15, 2015
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•
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, Twitter, Sina Weibo and others, constitute an
ongoing growth opportunity. In the 2014/15 season we launched on a number of new social networks: LINE, Kakao Story, WeChat and
Pinterest.
•
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 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 30.5% compound annual
growth rate in our sponsorship revenue from fiscal year 2013 through fiscal year 2015 (the growth rate from fiscal year 2013 to fiscal year 2014
was 49.4% and from fiscal year 2014 to fiscal year 2015 was 14.0%). During fiscal year 2015 we announced five global sponsorship
partnerships, four regional sponsorship partnerships and two financial services and telecom agreements. 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
segmenting new opportunities by product category and territory. As part of this strategy, we opened an office in Hong Kong in August 2012,
which has successfully completed multiple sponsorship contracts. This is in addition to our London and Manchester offices.
•
Further develop our retail, merchandising, apparel & product licensing business: Previously all of our retail, merchandising, apparel &
product licensing business was managed by Nike. We have entered into a 10-year agreement with adidas with respect to our global technical
sponsorship and dual-branded licensing rights, beginning on 1 August 2015. The agreement with adidas does not include the rights with
respect to mono-branded licensing rights or the right to create and operate Manchester United branded soccer schools, physical retail channels
and e-commerce retail channels. These are business areas that were previously operated by Nike and the reversion of these rights to Manchester
United provides us with increased commercial opportunities and control. In the future, we plan to invest to expand our portfolio of product
licensees to enhance the range of product offerings available to our followers. Additionally, we may also seek to refine how we segment the
different elements of this business. We may also increase our focus on developing these rights more proactively, alone or with other partners.
•
Continue to invest in our team, facilities and other brand enhancing initiatives: Dating back to our first league championship in 1908
through present day, where we have earned a record number of English League titles, we have enjoyed a rich tradition of football excellence.
We believe our many years of on field success coupled with an iconic stadium and high level of fan engagement has driven our leading global
brand. We are well positioned to continue reinvesting our free cash flow in brand enhancing initiatives. Our brand begins with strong on-field
performance, and we remain committed to attracting and retaining the highest quality players for our first team and coaching staff. To maintain
our high standard of performance we anticipate a higher level of net player capital expenditures and player wages to retain talent and enhance
the caliber of our
30
Source: Manchester United plc, 20-F, October 15, 2015
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team in the near term. We will also continue to invest in our facilities, including the Old Trafford Stadium, to maintain the quality of service,
enhance the fan experience and drive their high level of engagement and loyalty. We have undertaken several recent initiatives at Old Trafford
to enhance our Matchday revenue, profitability and the fan experience including recently restructuring the composition of our stadium, with a
particular emphasis on developing premium seating and hospitality facilities. Our commitment to the fan experience has resulted in strong fan
loyalty with over two million in annual attendance and 99% average attendance for all of our Premier League Games since the 1997/98
season. Furthermore, we continue to invest in several other areas including our mobile & content assets and emerging markets to grow our
global fan base and increase our ability to engage with our fans in multiple ways. We remain committed to investing in our team, our facilities
and other initiatives to continue our many years of success and enhance our brand globally. We expect these initiatives will continue to be
key drivers of our sales, profit and leading brand recognition going forward.
•
Exploit mobile & content 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. We have
made a number of recent new employee hires to enhance our ability to address these opportunities. In January 2013, we also acquired the
remaining one-third stake in MUTV. Together these actions help to ensure that we have both a greater degree of control over the production,
distribution and quality of our proprietary content and better insight into how to evolve our mobile & content strategy as we continue to
develop and roll out carefully targeted new products and services.
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 mobile & content offerings are in the early
stages of development and present opportunities for future growth. We believe we have the opportunity to further leverage our extensive CRM
database, which includes over 40 million CRM records, and our more than 66.1 million Facebook connections. We plan to implement a
carefully considered strategy to target these individuals as part of our overall digital media rollout plan.
•
Enhance the reach and distribution of our broadcasting rights: 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. In February 2015, the Premier League
announced a new UK television rights contract with Sky Sports and BT Sport worth £5.136 billion for the three seasons commencing with the
2016/17 season for its live domestic rights. The deal marked a significant increase of over 70% on the current contract and represents the
largest UK TV rights deal ever signed. Coming on the heels of the current deal, which also represented an over 60% increase on the rights for
the three seasons commencing with the 2010/11 season, we believe this affirms the increasing demand for live sports and football in particular.
Unlike other television programming, 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.
Furthermore, MUTV, our global broadcasting platform, delivers Manchester United programming to over 90 countries and territories around
the world. We plan to continue to expand the distribution of MUTV supported by improving the quality of its content and its production
capabilities.
31
Source: Manchester United plc, 20-F, October 15, 2015
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•
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 mobile & content.
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 the global advertising market, 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 position us for continued growth.
Our Team's History
Founded in 1878 as Newton Heath L&YR Football Club, our club has operated for over 137 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 20 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 known 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.
This storied history preceded the highly successful modern era of Manchester United which began in earnest in 1986 when the 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 13 times. In total, we have won a record 20 English League titles, 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.
At the end of the 2012/13 season, Sir Alex Ferguson retired as team manager. Sir Alex remains a key member of the club as he is a director of Manchester
United FC. David Moyes served as manager during the 2013/14 season and departed the club in April 2014. Following this departure, Ryan Giggs assumed
responsibility for the first team as interim manager. Louis van Gaal took over as manager for the 2014/15 season under a three-year contract.
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, Wayne Rooney and Robin van Persie. 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.
32
Source: Manchester United plc, 20-F, October 15, 2015
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The following graph shows the success of our first team in the Premier League over the last 23 seasons:
FA Premier League Finishing Positions
Our Old Trafford stadium, commonly known as "The Theatre of Dreams," was originally opened on 19 February 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 11 March 1941 was heavily damaged by a German bombing
raid. The stadium was rebuilt following the war and reopened on 24 August 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 75,669.
33
Source: Manchester United plc, 20-F, October 15, 2015
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The following chart shows the historical success of our first team by trophies won:
TROPHIES WON
1908
1911
1952
1956
1957
1909
1948
1963
FA Premier League/Football League
Division One
1965
1997
1967
1999
1993
2000
1994
2001
1996
2003
FA Cup
1977
1990
1983
1994
1985
1996
2007
2008
2009
2011
2013
1908
1911
1952
1956
1957
1999
2004
1992
1968
FIFA Club World Cup
2008
European Cup Winners' Cup
1991
FA Charity/Community Shield
1965
1993
1967
1994
1977
1996
1983
1997
1990
2003
Football League Cup
2006
2009
2007
2008
2010
2011
2013
2010
European Cup/Champions League
1999
2008
UEFA Super Cup
1991
Intercontinental Cup
1999
Industry Overview
Football is one of the most popular spectator sports on Earth and global follower interest has enabled the sport to commercialize its activities through
sponsorship, retail, merchandising, apparel & product licensing, mobile & content, 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 is 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.
League Structure
Manchester United is a member of the English Premier League, the top league in the UK and perennially one of the elite leagues in the world.
34
Source: Manchester United plc, 20-F, October 15, 2015
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The Premier League is a private company wholly owned by its 20 member clubs, with responsibility for the competition, its Rule Book, the centralized
broadcasting rights and other commercial rights. The Premier League works proactively with the member clubs and other football authorities domestically
and internationally including the Football Association, UEFA and FIFA. Each member club is an independent shareholder of the Premier League and works
within the rules of football defined by the various governing bodies.
Governing Bodies
Manchester United operates under three different levels of governing bodies, ranging from worldwide to continental to national jurisdiction.
FIFA is the international governing body of football around the world. Headquartered in Zurich, Switzerland, FIFA is responsible for the regulation,
promotion and development of football worldwide. All football played at any level must abide by the Laws of the Game, as set forth by FIFA. FIFA's rules and
regulations are decided by the International Football Association Board ("IFAB") and reviewed on an annual basis. FIFA also sets the international fixture
calendar which, along with European and domestic cup dates, takes precedence over the domestic football league.
UEFA is a competition organizer and is responsible for the organization and regulation of cross-border football in Europe. UEFA is primarily known for
its European club competitions, the Champions League and the Europa League. Currently the Premier League gets four teams into the Champions League
and another three into the Europa League. The representative structures for UEFA are primarily national association-based with the FA representing English
football on numerous committees.
The FA is the national governing body for football in England and is responsible for sanctioning competition Rule Books, including the Premier
League's, and regulating on-field matters. The FA also organizes the FA Cup competition, in which the 20 Premier League member clubs participate. The FA
is a special shareholder of the Premier League that has the ability to exercise a vote on certain specific issues, but has no role in the day-to-day running of the
league. Each year the Premier League submits its rules to the FA for approval and sanction. For the Premier League, the FA ensures that throughout the season
the Laws of the Game are applied on the field by officials, clubs and players including on-and off-field discipline. The FA is also involved in refereeing,
youth development and the UK's largest sports charity, the Football Foundation.
Our Football Operations
Our football operations are primarily comprised of the following activities: our first team, our reserve team, our youth academy, our global scouting
networks and other operations such as our sport science, medical and fitness operations at the Aon Training Complex.
First team
Our first team plays professional football in the Premier League, domestic cup competitions in England including the FA Cup and League Cup and,
subject to qualifying, international cup competitions, including the Champions League.
Our first team is led by our manager, supported by an assistant team manager and a club secretary, who in turn are supported by a team of over 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 55 players under contract of whom 36 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
35
Source: Manchester United plc, 20-F, October 15, 2015
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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 31 August (or the following Monday if the 31 August falls on a weekend or the following day if 31 August is a bank holiday in the UK) 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 enhanced rights and protections with respect to use of their image. Our first
team players generally enter into contracts of between two and five years' duration.
36
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
As of 9 October 2015, our first team(1) was comprised of the following players:
Player
Position
David de Gea
Sergio Romero
Victor Valdes
Tyler Blackett(4)
Daley Blind
Matteo Darmian
Phil Jones
Paddy McNair
Marcos Rojo
Luke Shaw
Chris Smalling
Michael Carrick
Marouane Fellaini
Ander Herrera
Adnan Januzaj(4)
Jesse Lingard
Juan Mata
Andreas Pereira
Nick Powell
Morgan Schneiderlin
Bastian Schweinsteiger
Antonio Valencia
Ashley Young
Memphis Depay
William Keane(4)
Anthony Martial
Wayne Rooney
James Wilson
Goalkeeper
Goalkeeper
Goalkeeper
Defender
Defender
Defender
Defender
Defender
Defender
Defender
Defender
Midfielder
Midfielder
Midfielder
Midfielder
Midfielder
Midfielder
Midfielder
Midfielder
Midfielder
Midfielder
Midfielder
Midfielder
Forward
Forward
Forward
Forward
Forward
Nationality
Spanish
Argentinian
Spanish
English
Dutch
Italian
English
Northern Irish
Argentinian
English
English
English
Belgian
Spanish
Belgian
English
Spanish
Belgian
English
French
German
Ecuadorian
English
Dutch
English
French
English
English
Age
24
28
33
21
25
25
23
20
25
20
25
34
27
26
20
22
27
19
21
25
31
30
30
21
22
19
29
19
Apps(2)
182
6
2
12
38
12
131
19
28
28
165
389
58
38
60
1
63
4
7
9
13
234
125
11
1
7
490
19
Caps(3)
6
65
20
0
31
15
17
3
37
6
19
33
65
0
6
0
35
0
0
10
113
75
30
19
0
2
107
0
(1)
The table includes all players who are contracted to Manchester United as of 9 October 2015 and have made at least one appearance
for the Manchester United first team.
(2)
Apps means appearances for our first team through 9 October 2015.
(3)
Caps means appearances for senior national football team through 9 October 2015.
(4)
Currently out on loan at other clubs
Youth academy
Our youth academy is a rich 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, 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.
37
Source: Manchester United plc, 20-F, October 15, 2015
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Our youth academy program consists of 11 junior teams ranging from under 9s to under 18s. Each team consists of 15 to 23 players, each of whom is
assessed during the season.
Scouting network
Together with our youth academy, our scouting system is another 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 our focus has increasingly shifted toward a more international approach
in order to identify and attract football players from the broadest talent pool possible.
Training facilities
We have invested significant resources into developing a performance center which contains advanced sports and science equipment. We 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.
We spent approximately £3.7 million in the year ended 30 June 2015 in connection with further updating and expanding our training facility, the Aon
Training Complex.
Revenue Sectors
Commercial
Within the Commercial revenue sector, we monetize our brand via three revenue streams: sponsorship; retail, merchandising, apparel & product
licensing; and mobile & content. The primary source of revenue in this sector comes from sponsorship, which allows highly diverse and global companies to
partner with Manchester United, regionally or internationally, in order to realize sponsorship benefits and associate themselves with our brand.
Sponsorship
Our sponsorship agreements are negotiated directly by our commercial team. Our sponsors are granted various rights, which can include:
•
rights in respect of our brand, logo and other intellectual property;
•
rights in respect of our player and manager imagery;
•
exposure on our television platform, MUTV;
•
exposure on our website;
•
exposure on digital perimeter advertising boards at Old Trafford;
•
exposure on interview backdrops; and
•
the right to administer promotions targeted at customers whose details are stored on our CRM database.
Any use of our intellectual property rights by sponsors is under license. However, we retain the ownership rights in our intellectual property.
38
Source: Manchester United plc, 20-F, October 15, 2015
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Sponsorship development and strategy
We pursue our global and regional sponsorship deals through a developed infrastructure for commercial activities. We have a dedicated sales team,
recruited from three continents, located in Europe that focuses on developing commercial opportunities and sourcing new sponsors. 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 airline, beverage, logistics and watches. We also offer
sponsorship exclusivity within a particular geography for certain industries, such as motorcycles, soft drinks and tires.
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, are an important element of our sponsorship efforts.
Our current sponsors
The following graph shows our annual sponsorship revenue for each of the last five fiscal years:
Sponsorship Revenue Growth
Note: Sponsorship revenue does not include revenue generated from our agreement with Nike.
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Source: Manchester United plc, 20-F, October 15, 2015
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The table below highlights some of our global and regional sponsors as of 1 July 2015:
Sponsor
Type of sponsorship
Abengoa
adidas (agreement commenced 1 August 2015)
Aeroflot
Aperol
Aon
Bulova
Concha y Toro
DHL
Epson
General Motors (Chevrolet)
Kama Games
Kansai
Nike (agreement ended 31 July 2015)
Nissin
Singha
Swissquote
Toshiba Medical Systems
Yanmar
Apollo
Cho-A Pharm
European Foods
Federal
Honda
Hong Kong Jockey Club
Manda
Multistrada
Ottogi
Global sponsor
Global sponsor
Global sponsor
Global sponsor
Global sponsor
Global sponsor
Global sponsor
Global sponsor
Global sponsor
Global sponsor
Global sponsor
Global sponsor
Global sponsor
Global sponsor
Global sponsor
Global sponsor
Global sponsor
Global sponsor
Regional sponsor
Regional sponsor
Regional sponsor
Regional sponsor
Regional sponsor
Regional sponsor
Regional sponsor
Regional sponsor
Regional sponsor
Product category
Sustainable Technology
Sports apparel/footwear
Airline
Spirits
Insurance
Watch
Wine
Logistics
Printing
Shirt
Social Casino Games
Paint
Sports apparel/footwear
Noodles
Beer
Forex & Online Trading Services
Medical Systems
Diesel Engines
Tires
Vitamins
Food
Tires
Motorcycles
Private members club and Racecourses
Vitamins
Tires
Food
Shirt sponsor
Our current shirt sponsor is General Motors (Chevrolet). The shirt sponsorship agreement began in the 2014/15 season and runs through to the end of the
2020/21 season, with total fees payable of approximately $559 million. We received approximately $18.6 million in each of the 2012/13 and 2013/14
seasons relating to pre-sponsorship support and exposure, with the remaining $521.8 million to be received and recognized over seven years through to the
end of the 2020/21 season. The shirt sponsorship agreement gives each party typical termination rights for a contract of this nature in respect of a material
breach.
40
Source: Manchester United plc, 20-F, October 15, 2015
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The following chart shows the dramatic growth in shirt sponsorships revenue since 2000:
Average Annual Payments Under
Recent Shirt Sponsorship Contracts
Note: The Aon and Chevrolet shirt sponsorship agreements do not include sponsorship rights for our training kit. The Chevrolet annual payment does not
include pre-sponsorship payments and assumes a £:$ exchange rate of 1.5712 as of 30 June 2015.
Training facilities partner and training kit partner
In 2013, we expanded our sponsorship relationship with Aon, naming them the first ever sponsor of our training facilities at Carrington, which were
subsequently renamed the Aon Training Complex. Further, Aon succeeded DHL as training kit partner, and our agreement with them provides that our
players and coaching staff will wear adidas-branded training kits with Aon advertising at all domestic matches, as well as during training sessions. Under the
agreement, Aon also became the presenting partner of all pre-season tours. The agreement with Aon runs through to the end of the 2020/21 season.
Affinity insurance partner
We are in the sixth season of an affinity insurance agreement with Aon that covers the insurance category of our financial services affinity program. The
original agreement was entered into on 27 May 2009 and, on 21 December 2012, was extended through the 2020/21 season. The agreement, as amended,
guarantees a minimum of approximately £28.8 million in payments to the club, with a minimum payment of approximately £3.2 million due in fiscal year
2021. The agreement gives each party typical termination rights for a contract of this nature in respect of a material breach.
Global, regional and supplier sponsors
In addition to revenue from our shirt sponsor, training kit partner, training facilities partner and affinity insurance partner, we generated a further
£89.2 million in the year ended 30 June 2015 from other global, regional and other 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.
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Source: Manchester United plc, 20-F, October 15, 2015
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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 the rights in their designated territory on an exclusive basis, however they are not granted global category exclusivity.
Financial services affinity sponsorship
There is a significant growth opportunity to further develop Manchester United branded financial services products. These financial services products
include credit cards and debit cards. We believe there are key commercial opportunities with credit and debit cards, which are particularly attractive as credit
and debit cards also serve as a means of follower expression and loyalty. Depending on the product category, we pursue affinity agreements on a territory
specific or regional basis. Examples of our financial services affinity sponsors include Maybank (Malaysia), MBNA (UK), Shinsei Bank (Japan), Santander
(Norway), Denizbank (Turkey), Ekspres Bank (Denmark), and BIDV (Vietnam).
Exhibition games and promotional tours
We conduct exhibition games and promotional tours on a global basis. Our promotional tours enable us to engage with our followers, support the
marketing objectives of our sponsors and extend the reach of our brand in strategic markets. These promotional tours are in addition to our competitive
matches and take place during the summer months or during gaps in the football season. Over the last 4 years, we played 22 exhibition games in Australia,
China, Germany, Hong Kong, Ireland, Japan, Norway, South Africa, Sweden, Thailand and the United States, where in 2014, we set a U.S. attendance record
for a football match with 109,318 fans at Michigan stadium.
We normally receive a share of the ticket revenue as well as license fees for the television broadcast and digital media distribution of each exhibition
game. We also generate revenue from tour sponsorship opportunities sold to existing and new partners. During the 2014/15 season, our promotional
exhibition games and promotional tours generated £13.2 million of revenue (excluding any related sponsorship revenue). We believe promotional tours
represent a significant growth opportunity as we continue to play exhibition games around the world.
Sponsorship income from the Premier League
In addition to revenue from contracts that we negotiate ourselves, we receive revenue from sponsorship arrangements negotiated collectively by the
Premier League on behalf of its member teams. We receive, for example, income from the sale by the Premier League of the right to have a brand identity
associated with the Premier League competition. The current title sponsor is Barclays plc under a contract that will expire at the end of the 2015/16 season
and will pay the league £120.0 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.
Retail, Merchandising, Apparel & Product Licensing
Unlike American teams in the NFL, MLB and NHL, Manchester United retains full control of the use and monetization of its intellectual property rights
worldwide in the areas of retail, merchandising, apparel & product licensing.
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Source: Manchester United plc, 20-F, October 15, 2015
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Our retail, merchandising, apparel & product licensing business includes the sale of sports apparel, training and leisure wear and other clothing featuring
the Manchester United brand as well as other licensed products from coffee mugs to bedspreads. These products are distributed on a global basis through
Manchester United branded retail stores and e-commerce platform, as well as through our partners' wholesale distribution channels.
We have entered into a 10-year agreement with adidas with respect to our global technical sponsorship and dual-branded licensing rights, which began
on 1 August 2015. The minimum guarantee payable by adidas over the term of the agreement is equal to £750 million, subject to certain adjustments.
Payments due in a particular year may increase if our first team wins the Premier League, FA Cup or Champions League, or decrease if our first team fails to
participate in the Champions League for two or more consecutive seasons starting with the 2015/16 season, with the maximum possible increase being
£4 million per year and the maximum possible reduction being 30% of the applicable payment for that year. If the first team fails to participate in the
Champions League for two or more consecutive seasons, then the reduction is applied as from the year in which the second consecutive season of nonparticipation falls. In the event of a reduction in any year due to the failure to participate in the Champions League for two or more consecutive seasons, the
payments revert back to the original terms upon the first team participating again in the Champions League. Any increase or decrease in a particular year
would have the effect of increasing or decreasing the minimum guarantee amount of £750 million payable over the 10-year term of the agreement.
The minimum guarantee from adidas does not include the rights with respect to mono-branded licensing rights or the right to create and operate
Manchester United branded soccer schools, physical retail channels and e-commerce retail channels, which rights may generate additional revenue for the
club. We may also benefit from additional royalty payments upon exceeding a threshold of sales.
The agreement with adidas is subject to reciprocal termination provisions in respect of material breach and insolvency. adidas may reduce the applicable
payments for a year by 50% if the first team is not participating in the English Premier League during that year. In addition, adidas may terminate the
agreement by giving one full-season's notice if the first team is relegated from the English Premier League or if it is otherwise determined that the first team
shall not be participating in the Premier League or the top English league.
During the fiscal year ended 30 June 2015, all of our retail, merchandising, apparel & product licensing business was managed by Nike, who paid us a
minimum guaranteed amount and a share of the business' cumulative profits. Our 13-year agreement with Nike ended on 31 July 2015.
Retail
In addition to our flagship retail store at Old Trafford (which we now operate ourselves), we have Manchester United branded retail locations in
Malaysia, Macau and Thailand (which are operated by third party licensees).
Merchandising & product licensing
Following the transfer of the product licensing business back to us from Nike, which became effective on 1 August 2015, we have conducted a strategic
review of the licensing portfolio. This review has led to many deals not being renewed at expiry, as we seek to maximize revenue over a longer period. The
licensees that are being extended produce a wide range of Manchester United products which are highly sought after by our followers around the world.
Under our product licensing agreements, we will receive royalties from the sales of specific Manchester United branded products. Under some product
licensing agreements, we will receive a minimum guaranteed payment from the licensee. The majority of licensees will be granted on a non-exclusive rights
basis for specific product categories, within a specific country or geographic region.
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Source: Manchester United plc, 20-F, October 15, 2015
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Wholesale apparel—replica uniforms, training wear
The Manchester United jersey and training wear are completely redesigned for each season. The annual launch of the new jersey is always a muchanticipated day for our global community of followers. The result is a robust wholesale apparel business that sold approximately 5 million items of
Manchester United branded licensed products, including approximately 2 million replica jerseys, around the world in the last year.
E-commerce
We currently have an arrangement whereby Kitbag is granted a licence to use our brand and/or trademarks to operate the official online store, branded as
"United Direct." The online store sells a range of Manchester United branded merchandise including official replica kit and other clothing from adidas. In
addition, the online store offers a broad range of other apparel, equipment such as balls, luggage and other accessories, homewares such as bedroom, kitchen
and bathroom accessories, and collectibles, souvenirs and other gifts. We currently receive an annual minimum guarantee as an advance against royalties,
which royalties amount to a percentage of net sales from the online store.
We believe there is a significant opportunity for us to expand our e-commerce capabilities through improved leverage of our digital media platform, and
focusing on delivering a tailored digital shopping experience at a regional level. Specifically, we intend to improve our ability to offer targeted merchandise
to our followers, complemented by more efficient fulfilment mechanics, including product delivery, availability and payment methods.
Mobile & Content
Digital media
Due to the power of our brand and the quality of our content, we have formed mobile telecom partnerships in numerous countries. Our website,
www.manutd.com, is published in 7 languages and over the twelve months ended 30 June 2015 attracted an average of approximately 43.0 million
page views per month. We use our website, which incorporates e-commerce and video subscription services, to communicate with our followers, promote the
Manchester United brand and provide a platform for our sponsors to reach our global audience.
We believe our 659 million global followers put us in prime position to capitalize on social media outlets to further our brand. A portion of this
following has already taken to social media, as our Facebook page had over 65.2 million connections as of 30 June 2015 and is one of the most highly
44
Source: Manchester United plc, 20-F, October 15, 2015
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followed and user engaged brand pages. The following graph shows the growth in the number of Facebook connections since June 2011 (in millions).
Our historical growth in Facebook connections does not guarantee that we will achieve comparable growth in Facebook connections in the future.
The proliferation of digital television, broadband internet, smartphones, mobile applications and social media globally provides our business with many
opportunities to extend the reach of our content. Specifically, we intend to use our website and other digital media platforms for direct-to-consumer
businesses, including selling premium services such as international digital memberships, video and exclusive content subscriptions, other media services
and e-commerce. We will also continue to leverage our digital media platform to generate customer data and information as well as follower profiles of
commercial value to us, our sponsors and our media partners. We believe that in the future, digital media will be one of the primary means through which we
engage and interact with our follower base.
Content and localization
Our digital media properties are an increasingly important means through which we engage with our international fan base. In the United Kingdom,
coverage of Manchester United and the Premier League is prevalent in print, television and digital media. We believe we face less competition in
international markets for Manchester United coverage and can therefore attract and retain a greater portion of our followers to our own digital media offering.
To take advantage of that opportunity, we will increasingly seek to develop additional premium and exclusive content to enhance the proposition for our
followers, members and paid subscribers around the world. Our followers generally prefer to consume our content in their language and context. We believe
we can effectively deliver tailored services to our followers globally through various language offerings, geographic targeting and personalized content. We
currently have international language websites in English, Spanish, French, Arabic, Mandarin Chinese, Korean and Japanese, which enable us to engage with
our followers in their native language.
Mobile services and applications
We currently offer digital content to mobile devices under our "MU Mobile" brand. Users can access content and a video service via an "MU Mobile"
wireless application protocol or mobile site.
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Source: Manchester United plc, 20-F, October 15, 2015
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We have entered into regional agreements with mobile operators to whom we grant rights to operate our "MU Mobile" service in numerous countries.
These rights include the permission to deliver Manchester United content to customers on a territory-exclusive basis and certain intellectual property rights
to market and promote the service in the relevant region. The content provided includes highlight clips, match and news text alerts, ringtones and wallpapers.
Our mobile and telecommunications partners operate the service on a geographically exclusive basis and use our intellectual property to drive awareness of
their brands and product offerings. These partnerships are based on contracts lasting from two to five years.
There has been a significant increase in the prevalence of broadband mobile and video-enabled mobile devices in recent years. Mobile devices such as
the Apple iPhone and those based on the Android operating system enable consumers to browse the internet, watch video, access dedicated applications and
conduct e-commerce through their mobile device. As a consequence, our followers are increasingly seeking to access our website and other content via
mobile devices.
We intend to develop multi-platform mobile sites and mobile applications that will facilitate access for our followers to our content across a range of
devices and carriers in order to meet global demand.
Video on demand
The proliferation of broadband internet and mobile access also allows us to offer video on demand to our followers around the world. Through our
website, we provide video on demand to our followers in a variety of formats and commercial models. Some video on demand content is free to all users,
some content is only accessible upon registration and some content, as in the case of live preseason tour matches, is available on a pay per view basis.
Going forward, we intend to continue to leverage the strength of our video production assets to generate improved and localized content such as highdefinition match highlights, original studio programs and in-depth features on the club's players and history. Depending on the market, we may offer video
on demand services via our media partners as part of a comprehensive suite of content rights, as well as on a direct-to-consumer basis.
Social media
With 659 million followers worldwide, we believe there is a significant opportunity to leverage the capabilities of social media platforms to augment our
relationships with our followers around the world. By establishing an official presence on these platforms, we believe we will be able to deepen the
connections with our follower base and improve our ability to market and sell products and services to our followers.
We currently have over 66.1 million connections on our Facebook page. We use Facebook as a means to communicate news and other updates, engage
with our followers, identify active followers, solicit feedback from our users, tailor future digital media offerings and enhance the overall follower experience.
While there is no guarantee that our Facebook connections will continue to grow at comparable rates in the future, we believe Facebook will provide an
increasing source of traffic to our club branded digital media services and e-commerce properties, which will enhance our ability to convert them into
customers through international memberships, video on demand subscriptions and e-commerce.
Beyond Facebook, we intend to expand our reach through different social media platforms by launching additional Manchester United branded
presences on global platforms as well as regional and language-specific platforms. In the 2014/15 season we launched on a number of new social networks:
LINE, Kakao Story, WeChat and Pinterest. We believe this continuous expansion will enable us to
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Source: Manchester United plc, 20-F, October 15, 2015
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broaden the reach of our brand and the content we produce as well as enhance our engagement with followers in many of our key international and emerging
markets.
Customer relationship management
One of our ongoing strategic objectives is to further develop our understanding of and deepen the relationships with our followers. We operate a CRM
database in order to better understand the size, location, demographics and characteristics of our follower base on an aggregated basis. Our CRM database
enables us to more effectively target our product and service offerings such as digital subscription services, merchandise and tickets. A deep understanding of
our follower base is also valuable to sponsors and media partners who seek to access specific customer categories with targeted and relevant advertising.
Broadcasting
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 centrally negotiated domestic and international television and radio rights to
the Premier League, the Champions League and other competitions. In addition, our wholly-owned global television channel, MUTV, delivers Manchester
United programming to over 90 countries and territories around the world.
The Premier League and UEFA negotiate their own media rights contracts independently of the participating clubs. In respect of the Premier League,
media agreements are typically three years in duration and are centrally negotiated and entered into with media distributors by the Premier League on behalf
of the member clubs. Under the agreements, broadcasting revenue for each season is typically shared between the clubs that are to be in the Premier League
for the season and a part-share for the clubs that were relegated from the Premier League in the previous four seasons. After certain deductions approved by
the Premier League (for example, donations to "grass roots" development), the income from the sale of the United Kingdom television rights is allocated to
the current and relegated clubs according to a formula based on, among other things, finishing position in the league. Income from the sale of the rights to
televise Premier League matches by overseas broadcast and radio is shared equally between the current clubs and a part-share for the clubs that were relegated
from the Premier League in the previous four seasons.
In the Champions League, media agreements are also typically three years in duration and are collectively negotiated and entered into by UEFA on
behalf of the participating clubs. UEFA has announced that the amounts to be shared by clubs participating in the Champions League and Europa League
competitions will for the first time be centralized into one pot for the next three year cycle commencing with the 2015/16 football season. In the Champions
League, each club receives a fixed amount for qualifying for the group stage, an additional amount for each match played, and bonuses based on performance
in the group and qualification for the round of 16, quarter-finals and semi-finals. The runner-up and winner of the competition also earn additional amounts.
For the new 3-year agreement commencing in the 2015/16 season, each of the 32 clubs will receive a group stage allocation of €12.0 million. In addition,
each club will have the potential to earn up to €9.0 million in performance bonuses if the team wins all six matches in the group stage (€1.5 million for a win
and €0.5 million for a draw). In the event of a draw, the non-distributed balance (€0.5 million) will be aggregated and split amongst the clubs that won
matches at the group stage in proportion to the number of matches won. Qualification for the round of 16 will be worth an additional €5.5 million per club, an
additional €6.0 million per club for the quarter-finals, and an additional €7.0 million per club for the semi-finals. The runner-up of the competition will earn
an additional €10.5 million and the winner an additional €15.0 million (inclusive of their ticketing revenue share). In addition to the aforementioned fixed
amounts, each group-stage club receives a share of the market pool which is
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Source: Manchester United plc, 20-F, October 15, 2015
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specific to each country represented in the group-stage reflecting the relative value of its Champions League broadcasting agreements with UEFA. 50% of
each country market pool is distributed to its group-stage representatives based on each club's domestic league finishing position in the prior season and 50%
based on the number of games played in the Champions League in the current competition relative to teams from the same country. The English market pool
for the 2015/16 competition is approximately €124 million. This amount can vary from season to season subject to the composition of the 32 clubs taking
part in the group stage.
Broadcasting revenue including, in some cases, prize money received by us in respect of various competitions, will vary from year to year as a result of
variability in the amount of available prize money and the performance of our first team in such competitions.
MUTV
MUTV is our wholly-owned global television channel and is broadcast in numerous countries. MUTV broadcasts a wide variety of content which is
compelling to our global community of followers, including news, game highlights, and exclusive "behind the scenes" coverage our club.
Depending on the market, we may offer our suite of media rights as a bundle giving exclusive access to one multi-platform media provider or offer
MUTV as a single product to television distributors. MUTV features a range of content generated from its own production facilities.
In the United Kingdom, MUTV is offered directly to consumers through the Sky and Virgin Media distribution platforms. Outside the United Kingdom,
we offer MUTV through distribution partners as part of a suite of media rights, which can be purchased on a bundled or selective basis and can include certain
promotional rights.
MUTV was founded in 1997 to be a dedicated television channel for the club. MUTV Limited, the owner of MUTV, was originally an equal equity
interest joint venture between us, Sky Ventures Limited, a wholly-owned subsidiary of Sky, and ITV plc. We bought ITV plc's one-third share in MUTV
Limited in November 2007 and in January 2013 we acquired the remaining one-third of the issued share capital of MUTV Limited from Sky Ventures
Limited. MUTV Limited is now our wholly-owned subsidiary.
MUTV features a range of content, the primary categories of which are:
•
highlights from games and other time-delayed game footage, both of which are subject to certain holdback periods under the agreements
between media distributors, the participating clubs and the Premier League and UEFA;
•
live coverage of promotional tours and exhibition games; and
•
lifestyle programming and other "behind the scenes" content profiling the club, our history, our manager and our players.
Matchday
Our stadium, which we fully own, is called Old Trafford and is known as "The Theatre of Dreams." We believe Old Trafford is one of the most famous and
historic stadiums in the world. Football followers travel from all over the world to attend a match at Old Trafford, which is the largest football club stadium in
the United Kingdom, with a capacity of 75,669. In the 2014/15 season, the club's 21 home games were attended by over 1.5 million people. The stadium has
been completely renovated and has all the modern luxuries of any new stadium, with approximately 8,000 executive club seats, including 154 luxury boxes,
15 restaurants and 4 sports bars.
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Source: Manchester United plc, 20-F, October 15, 2015
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We have one of the highest capacity utilizations among English clubs, with an average attendance for our home Premier League matches of 99% for each
season since the 1997/98 season. The substantial majority of our tickets are sold to both general admission and executive season ticket holders, the majority
of whom pay for all their tickets in advance of the first game of the season. We also derive revenue from the sale of hospitality packages, food, drinks, event
parking and programs on matchdays.
Other Matchday revenue includes matchday catering, event parking, program sales as well as membership and travel, Manchester United Museum
revenue and a share of the ticket revenue from away matches in domestic cup competitions. Matchday revenue also includes revenue from other events
hosted at Old Trafford, including other sporting events (including football matches as part of the London 2012 Olympic Games and the annual Rugby Super
League Grand Final), music concerts and entertainment events.
We operate a membership program. Individuals who become official members have the opportunity to apply for tickets to all home matches. Adult
official members pay £32 per season to join the scheme while persons over the age of 65 and under the age of 18 receive a discount.
The Manchester United Museum is located within Old Trafford. It chronicles Manchester United's 137-year history and houses the club's most precious
artifacts and trophies. In 2014/15, we estimate that approximately 333,000 people visited the Manchester United Museum, making it the most visited
football club museum in the United Kingdom.
We aim to maximize ticket revenue by enhancing the mix of experiences available at each game and providing a range of options from general
admission tickets to multi-seat facilities and hospitality suites. In particular, we have recently increased overall Matchday revenue by restructuring the
composition of our stadium, with an emphasis on developing hospitality facilities which sell at a higher price and improve our margins. As part of this effort,
we have invested in new and refurbished multi-seat hospitality suites as well as improvements to our single-seat facilities. We expect our enhancements to
our hospitality facilities to continue to be a key driver of our profit from Matchday sales going forward.
UEFA Club Licensing and Financial Fair Play Regulations ("FFP regulations")
In 2010, UEFA adopted the FFP regulations, which are intended to ensure the financial self-sufficiency and sustainability of football clubs by
discouraging them from continually operating at a loss, introduce more discipline and rationality on club finances, ensure that clubs settle their liabilities on
a timely basis and encouraging long term investment in youth development and sporting infrastructure.
The FFP regulations contain a "break-even" rule aimed at encouraging football clubs to operate on the basis of their own revenue. Therefore, owner
investments of equity will be allowed only within the acceptable deviation thresholds, as described below. In addition, the FFP regulations provide that
football clubs who are granted a UEFA licence by their national association, based largely on infrastructure and personnel criteria set out by UEFA, and who
then qualify for a UEFA competition based on sporting grounds,, will then be required to comply with a "monitoring" process. The monitoring process
involves the submission of certain financial information (a break-even test and payables analysis) to the Club Financial Control Body ("CFCB"). The CFCB
is part of UEFA's Organs for the Administration of Justice and comprises a team of independent financial and legal experts. The CFCB will review financial
submissions and decide what sanctions, if any, to apply to non-compliant clubs. Any appeal must be made directly to the Court of Arbitration for Sport.
Potential sanctions for non-compliance with the FFP regulations include a reprimand/warning, withholding of prize money, fines, prohibition on registering
new players for UEFA competitions and ultimately exclusion from UEFA competitions.
49
Source: Manchester United plc, 20-F, October 15, 2015
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Ahead of registration for UEFA competitions for season 2015/16 we submitted our payables analysis and break-even assessment under the FFP
regulations, based on our fiscal year 2014 and fiscal year 2013 audited financial statements. The break-even test result was positive i.e. a surplus. The breakeven assessment is based on the sum of financial information for the three seasons prior to the competition season. The payables analysis is carried out at
30 June prior to the competition season and is required in respect of payments to other clubs for transfer fees, payments to staff including players and football
staff and payments to tax authorities. The first sanctions were applied in the 2014/15 season and include monetary fines, restrictions on wages and first team
squad size and limitation on transfer expenditures.
With respect to the break-even assessment, a club must demonstrate that its relevant "football" income is equal to or exceeds its "football" expenses. The
permitted level of deficit is limited over the three year assessment period to just €5 million, although a larger deficit of up to €30 million is permitted
provided it is reduced to the €5 million acceptable deviation by equity contributions from equity participants and/or related parties. Any club which exceeds
the €30 million limit will automatically be in breach of the break-even rule, irrespective of any equity contributions.
The combined net losses of European clubs has fallen by 70% in the three seasons to 2013/14 compared to the three seasons to 2010/11 which would
suggest that the UEFA Licensing and Financial Fair Play Regulations are achieving their objectives. However, UEFA has recently announced some changes
to the FFP regulations aimed primarily at clubs undergoing a business restructuring. Instead of breaching the FFP regulations and being subject to sanctions,
the amended regulations enable clubs to voluntarily approach the CFCB with a business plan which demonstrates how they are going to remedy their shortterm breach of FFP regulations and achieve break-even compliance over a four year time period. If the business plan is approved by the CFCB the club would
not be subject to sanctions for the restructuring year which results in a breach of the FFP regulations.
We already operate within the financial fair play regulations, and as a result we believe we are in a position to benefit from our strong revenue and cost
control relative to other European clubs and continue to attract some of the best players in the coming years.
Premier League Short Term Costs Controls ("STCC") and Profitability and Sustainability Regulations
In 2013, the Premier League agreed to adopt STCC and Profitability and Sustainability regulations. The STCC commenced with the 2013/14 season and
continue through the 2015/16 season and mean Premier League teams are essentially required to limit annual increases in player wage costs, compared to the
2012/13 season, to £4 million per season for each of the three seasons, and no more than a £12 million aggregate increase over such period, except if funded
by increases in such team's revenue compared to 2012/13, excluding Premier League broadcasting revenue.
No decision has yet been taken by the Premier League clubs as to whether STCC will continue for the next three year cycle from 2016/17 through
2018/19.
Following the 2015/16 season, the profitability and sustainability regulations implement a break-even rule similar to the break-even test of the UEFA
Club Licensing and Financial Fair Play Regulations and aimed at encouraging Premier League clubs to operate within their means. Potential sanctions for
non-compliance with the profitability and sustainability regulations include significant fines, player transfer restrictions and Premier League points
deduction.
We will submit our first break-even assessment under the Premier League profitability and sustainability regulations in March 2016, based on our fiscal
year 2014 and fiscal year 2015 audited financial statements. The break-even test is based on a club's audited pre-tax earnings. If the break-even test results are
positive, no further action is required until the next break-even test. If the initial test is negative, a club is re-tested, using the UEFA definition of "adjusted
earnings before tax,"
50
Source: Manchester United plc, 20-F, October 15, 2015
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which allows credit for depreciation of tangible fixed assets and expenditure on youth development and community programs. If these second test results are
negative by £15 million or less, no further action is required. If a club's losses exceed £15 million but are not more than £105 million, the club's ownership
must provide secure funding to avoid sanctions. If these results are negative by more than £105 million, regardless of ownership funding, Premier League
sanctions will apply.
As with the UEFA Club Licensing and Financial Fair Play Regulations, we already operate within the Premier League profitability and sustainability
regulations, and as a result we believe we are in a position to benefit from our strong revenue and cost control relative to other Premier League clubs and
continue to attract some of the best players in the coming years.
Social Responsibility
The Manchester United Foundation
We are committed to a wide-ranging corporate social responsibility program through Manchester United Foundation. The work of the Foundation is
divided into three areas: (i) local community initiatives such as the Street Reds football program, which provides free football sessions to the young people of
Greater Manchester; (ii) our global charitable partnership with UNICEF which operates under the United for UNICEF banner; and (iii) partnerships with local
schools to provide bespoke football programs and academic qualifications. United for UNICEF, the international charity partnership between Manchester
United and UNICEF has had a positive impact on the lives of over 3.4 million children in countries across the globe, including China, India, Thailand, Laos,
Vietnam, South Africa, Mozambique, Afghanistan and Iraq. The projects supported work with children living in poverty, often with no access to education
and at risk from exploitation. The partnership also supports emergency relief appeals such as the Haiti earthquake disaster in 2010 and the urgent crisis in
Syria in 2013.
Intellectual Property
We consider intellectual property to be important to the operation of our business and critical to driving growth in our Commercial revenue, particularly
with respect to sponsorship revenue. Certain of our commercial partners have rights to use our intellectual property. In order to protect our brand we generally
have contractual rights to approve uses of our intellectual property by our commercial partners.
We consider our brand to be a key business asset and therefore have a portfolio of Manchester United related registered trademarks and trademark
applications, with an emphasis on seeking and maintaining trademark registrations for the words "Manchester United" and the club crest. We also actively
procure copyright protection and copyright ownership of materials such as literary works, logos, photographic images and audio visual footage.
Enforcement of our trademark rights is important in maintaining the value of the Manchester United brand. There are numerous instances of third parties
infringing our trademarks, for example, through the manufacture and sale of counterfeit products. While it would be cost-prohibitive to take action in all
instances, our aim is to consistently reduce the number of Manchester United related trademark infringements by carrying out coordinated, cost-effective
enforcement action on a global basis following investigation of suspected trademark infringements. Enforcement action takes a variety of forms. In the
United Kingdom, we work with enforcement authorities such as trading standards and customs authorities to seize counterfeit goods and to stop the activities
of unauthorized sellers. Overseas enforcement action is taken by approved lawyers and investigators. Those lawyers and investigators are instructed to work
with, where feasible, representatives of other football clubs and brands that are experiencing similar issues within the relevant country in order that our
enforcement action costs can be minimized as far as possible. We also work with the Premier League in respect of infringements that affect multiple Premier
League clubs, in particular in Asia. We also take direct legal action against infringers, for example, by issuing cease and desist letters or seeking
compensation when we consider that it is appropriate to do so.
51
Source: Manchester United plc, 20-F, October 15, 2015
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In relation to materials for which copyright protection is available (such as literary works, logos, photographic images and audio visual footage), our
current practice is generally to secure copyright ownership where possible and appropriate. For example, where we are working with third parties and
copyright protected materials are being created, we generally try to secure an assignment of the relevant copyright as part of the commercial contract.
However, it is not always possible to secure copyright ownership. For example, in the case of audio visual footage relating to football competitions,
copyright will generally vest in the competition organizer and any exploitation by Manchester United Limited of such footage will be the subject of a license
from the competition organizer.
As part of our ongoing investment into intellectual property, we have implemented a program to detect intellectual property infringement in a digital
environment and which facilitates taking action against infringers.
Competition
From a business perspective, we compete across many different industries and within many different markets. We believe our primary sources of
competition include, but are not limited to:
•
Football clubs: We compete against other football clubs in the Premier League for match attendance and Matchday revenue. We compete
against football clubs around Europe and the rest of the world to attract the best players and coaches in the global transfer and football staff
markets.
•
Television media: We receive media income primarily from the Premier League and Champions League media contracts, each of which is
collectively negotiated. Further details of such arrangements are set out in the section headed "—Revenue Sectors—Broadcasting." On a
collective level, and in respect of those media rights we retain, we compete against other types of television programming for broadcaster
attention and advertiser income both domestically and in other markets around the world.
•
Digital media: We compete against other digital content providers for consumer attention and leisure time, advertiser income and consumer ecommerce activity.
•
Merchandise and apparel: We compete against other providers of sports apparel and equipment.
•
Sponsorship: As a result of the international recognition and quality of our brand, we compete against many different outlets for corporate
sponsorship and advertising income, including other sports and other sports teams, other entertainment and events, television and other
traditional and digital media outlets.
•
Live entertainment: We compete against alternative forms of live entertainment for the sale of matchday tickets, including other live sports,
concerts, festivals, theatre and similar events.
As a result, we do not believe there is any single market for which we have a well-defined group of competitors.
Real Property
We own or lease property dedicated to our football and other operations. The most significant of our real properties is Old Trafford. The following table
sets out our key owned and leased properties. In connection with our new revolving credit facility, our secured term loan facility and the 2027 Notes, several
of our owned properties, including Old Trafford are encumbered with land charges as security for all obligations under those agreements, although:
(a) Manchester International Freight Terminal is
52
Source: Manchester United plc, 20-F, October 15, 2015
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not encumbered as it has already been given as security under the Alderley Facility; and (b) the Aon Training Complex is not encumbered.
Key property and location
Old Trafford Football Stadium, Manchester
Aon Training Complex, Carrington, Trafford
Primary function
Office space, Chester Road, Manchester
Football stadium
Football training
facility
Football training
facility
Football training
facility
Investment
Property
Investment
Property
Offices and Car
Parking
Investment
Property
Offices
Office space, central London
Offices
Office space, Washington, D.C., United States
Offices
Office space, central Hong Kong
Offices
Littleton Road Training Ground, Salford
The Cliff, Lower Broughton Road, Salford
Manchester International Freight Terminal, Westinghouse Road
Trafford Park, Manchester
Land and buildings at Wharfside, Trafford Park, Manchester
Land and buildings on the southwest side of Trafford Wharf Road,
Manchester
Land and buildings at Canalside, Trafford Park, Manchester
Owned/leased
Owner/lessee
Area
Owned (freehold)
Manchester United Limited
(approx. m2)
205,000
Owned (freehold)
Manchester United Limited
440,000
Owned (freehold)
Manchester United Limited
84,000
Owned (freehold)
Leased (through March
2071)
Manchester United Limited
Alderley Urban Investments
Limited
28,000
107,000
Owned (freehold)
Manchester United Limited
27,100
Owned (freehold)
Manchester United Limited
23,000
Owned (freehold)
Leased (through
November 2018)
Leased (through March
2021)
Leased (through October
2016)
Leased (through August
2020)
Manchester United Limited
Manchester United Limited
10,800
1,176
Manchester United Limited
1,100
Manchester United Limited
658
Manchester United Limited
500
Legal Proceedings
We are involved in various routine legal proceedings incident to the ordinary course of our business. We believe that the outcome of all pending legal
proceedings, in the aggregate, will not have a material adverse effect on our business, financial condition or operating results. Further, we believe that the
probability of any material losses arising from these legal proceedings is remote.
Subsidiaries
Our directly or indirectly wholly-owned principal subsidiaries are: Red Football Finance Limited, Red Football Holdings Limited, Red Football
Shareholder Limited, Red Football Joint Venture Limited, Red Football Limited, Red Football Junior Limited, Manchester United Limited, Alderley Urban
Investments Limited, Manchester United Commercial Enterprises (Ireland) Limited, Manchester United Football Club Limited, Manchester United
Interactive Limited, Manchester United Commercial Holdings Limited, Manchester United Commercial Holdings Junior Limited, MU Finance plc,
MU RAML Limited, and MUTV Limited. All of the above are incorporated and operate in England and Wales, with the exception of Red Football Finance
Limited which is incorporated and operates in the Cayman Islands and Manchester United Commercial Enterprises (Ireland) Limited which is incorporated
and operates in Ireland.
Customers
Our top five customers represented 54.9%, 51.1% and 45.5% of our total revenue in each of the years ended 30 June 2015, 2014 and 2013, respectively.
Our top five customers in the year ended 30 June 2015 were the Premier League, General Motors (Chevrolet), Nike, Aon and Relevent (pre-season tour
promoter). See "Item 3.D. Risk Factors—Risks Related to Our Business—We are exposed to credit related losses in the event of non-performance by
counterparties to Premier League and UEFA media contracts as well as our key commercial and transfer contracts." Our top customer was the Premier League,
who represented 25.4%, 21.4% and 17.6% of our total revenue in each of the years ended 30 June 2015, 2014 and 2013, respectively. Our second largest
customer was General
53
Source: Manchester United plc, 20-F, October 15, 2015
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Motors (Chevrolet), who represented 14.8%, 4.6% and 4.7% of our total revenue in each of the years ended 30 June 2015, 2014 and 2013, respectively.
Our 13-year agreement with Nike ended on 31 July 2015 and has been replaced by a 10-year agreement with adidas, which began on 1 August 2015. The
minimum guarantee payable by adidas is equal to £750 million over the 10-year term of the agreement, subject to certain adjustments. See "Item 4.
Information on the Company—Revenue Sectors—Commercial—Retail, Merchandising, Apparel & Product Licensing" above for additional information
regarding our agreement with adidas.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion should be read in conjunction with our consolidated financial statements and notes included elsewhere in this Annual Report.
Overview
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 137-year
heritage we have won 62 trophies, including a record 20 English league titles, enabling us to develop what we believe is one of the world's leading sports
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, mobile & content, broadcasting and matchday.
We attract leading global companies such as adidas, Aon and General Motors (Chevrolet) that want access and exposure to our community of followers and
association with our brand.
How We Generate Revenue
We operate and manage our business as a single reporting segment—the operation of a professional sports team. We review our revenue through three
principal sectors—Commercial, Broadcasting and Matchday—and within the Commercial revenue sector, we have three revenue streams which monetize our
global brand: sponsorship revenue; retail, merchandising, apparel & product licensing revenue; and mobile & content revenue.
Revenue Drivers
Commercial
Our fastest growing source of revenue is derived from sponsors and commercial partners. We generate our Commercial revenue with low fixed costs and
small incremental costs for each additional sponsor, making our commercial operations a relatively high margin and scalable part of our business and a
principal driver of growth for our overall profitability. Total Commercial revenue for the year ended 30 June 2015 was £196.9 million.
Sponsorship
We monetize the value of our global brand and community of followers through sponsorship relationships with leading international and regional
companies around the globe. To better capitalize on the strength of our brand, we have developed a global, regional and product segmentation strategy.
Global sponsors include leading brands such as Abengoa, adidas, Aeroflot, Aperol, Aon, Bulova, Concha y Toro, DHL, Epson, General Motors (Chevrolet),
Kansai, Nissin, Singha, Toshiba and Yanmar. In addition, we also have regional sponsors such as Apollo, Cho-A Pharm, European Foods, Federal,
54
Source: Manchester United plc, 20-F, October 15, 2015
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Honda, Hong Kong Jockey Club, Manda, Multistrada and Ottogi, who are sponsors across a variety of products and categories in certain regions and local
markets around the world.
The growing appeal of our brand is evident in the significant increase in sponsorship revenues in recent years, which show a 30.5% compound annual
growth rate from fiscal year 2013 through fiscal year 2015 (the growth rate from fiscal year 2014 to fiscal year 2015 was 14.0% and from fiscal year 2013 to
fiscal year 2014 was 49.4%). A partnership with Manchester United provides corporations with the ability to associate themselves with the highly successful
Manchester United brand and a global marketing platform to quickly and effectively amplify their brand and message to their potential customers.
Our current shirt sponsor is General Motors (Chevrolet). The shirt sponsorship agreement began in the 2014/15 season and runs through to the end of the
2020/21 season, with total fees payable of approximately $559 million. We received approximately $18.6 million in each of the 2012/13 and 2013/14
seasons relating to pre-sponsorship support and exposure, with the remaining $521.8 million to be received and recognized over seven years through to the
end of the 2020/21 season.
Our current training facilities and training kit partner is Aon. Aon are also the presenting partner for all our pre-season tours. Our agreement with Aon
runs through to the end of the 2020/21 season.
Total sponsorship revenue for the year ended 30 June 2015 was £154.9 million.
Retail, Merchandising, Apparel & Product Licensing
All of our retail, merchandising, apparel & product licensing business was previously managed by Nike, who paid us a minimum guaranteed amount and
a share of the business' cumulative profits. The 13-year agreement with Nike guaranteed us an aggregate minimum of £303 million, subject to certain
reductions. For the year ended 30 June 2015, we recognized a total of £19.6 million, consisting of the minimum guaranteed amount and an additional
£11.6 million representing our portion of the cumulative profits.
Our agreement with Nike ended on 31 July 2015. We have entered into a 10-year agreement with adidas with respect to our global technical sponsorship
and dual-branded licensing rights, which began on 1 August 2015. See "Item 4. Information on the Company—Revenue Sectors—Commercial—Retail,
Merchandising, Apparel & Product Licensing" above for additional information regarding our agreement with adidas.
Total retail, merchandising, apparel & product licensing revenue for the year ended 30 June 2015 was £31.7 million.
Mobile & Content
Due to the strength of our brand and the quality of our content, we have formed mobile telecom partnerships in numerous countries. In addition, we
market content directly to our followers through our website, www.manutd.com, and associated mobile properties. Total mobile & content revenue for the
year ended 30 June 2015 was £10.4 million.
Broadcasting
We benefit from the distribution of live football content directly from the revenue we receive and indirectly through increased global exposure for our
commercial partners. Broadcasting revenue is derived from our share of the global television rights relating to the Premier League, UEFA Champions League
and other competitions. The growing popularity of the Premier League and UEFA 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. In February
55
Source: Manchester United plc, 20-F, October 15, 2015
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2015, the Premier League announced a new UK television rights contract with Sky Sports and BT Sport worth £5.136 billion from the 2016/17 season to the
2018/19 season for its live domestic rights. The deal marked a significant increase of over 70% on the current contract, which is worth £3.018 billion and
runs from the 2013/14 season through the 2015/16 season, and represents the largest UK TV rights deal ever signed. The Premier League is in the process of
negotiating the international broadcast rights for the seasons 2016/17 through to 2018/19. Our share of the revenue under the Premier League broadcasting
rights contract amounted to £96.6 million, £88.9 million and £61.5 million for the 2014/15, 2013/14 and 2012/13 seasons, respectively, and our share of the
revenue under the UEFA Champions League broadcasting rights contract amounted to £2.1 million (being distributions from UEFA relating to the previous
season's competition), £39.3 million and £31.3 million for the 2014/15, 2013/14 and 2012/13 seasons, respectively. Our participation in the Premier League
and UEFA 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 UEFA 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, partially offset by lower resulting expenses. In addition, our global television
channel, MUTV, delivers Manchester United programming to over 90 countries and territories around the world. MUTV generated total revenue of
£7.7 million, £6.7 million and £8.6 million for each of the years ended 30 June 2015, 2014 and 2013, respectively. Total Broadcasting revenue for the year
ended 30 June 2015 was £107.7 million.
Matchday
Matchday revenue is a function of the number of games played at Old Trafford, the size and seating composition of Old Trafford, attendance at our
matches and the prices of tickets and hospitality sales. A significant driver of Matchday revenue is the number of home games we play at Old Trafford, which
is based on 19 Premier League matches and any additional matches resulting from the success of our first team in the FA Cup, League Cup and European
competitions. Our participation in the Premier League and European competitions (and consequently, our receipt of the revenue generated by these matches)
is predicated on the success of our first team, and if our first team fails to qualify for European competitions or is relegated from the Premier League in any
given season, our Matchday revenue for that and subsequent fiscal years will be adversely impacted, partially offset by lower resulting expenses. Average
attendance for our home Premier League matches has been approximately 99% for each season since the 1997/98 season, with strong attendance for
European competitions, FA Cup and League Cup matches. Total Matchday revenue for the year ended 30 June 2015 was £90.6 million, which primarily
included £40.5 million from gate receipts and £29.9 million from hospitality.
Other Factors That Affect Our Financial Performance
Employee benefit expenses
Player and staff compensation comprise the majority of our operating costs. Of our total operating costs, player costs, which consist of salaries, bonuses,
benefits and national insurance contributions are the primary component. Compensation to non-player staff, which includes our manager and coaching staff,
also accounts for a significant portion. Competition from top clubs in the Premier League and Europe has resulted in increases in player and manager salaries,
forcing clubs to spend an increasing amount on player and staff compensation, and we expect this trend to continue. In addition, as our commercial
operations grow, we expect our headcount and related expenses to increase as well.
Other operating expenses
Our other operating expenses include certain variable costs such as matchday catering, policing, security stewarding and cleaning at Old Trafford, visitor
gateshare for domestic cups, and costs related
56
Source: Manchester United plc, 20-F, October 15, 2015
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to the delivery on media and commercial sponsorship contracts. Other operating expenses also include certain fixed costs, such as operating lease costs and
property costs, maintenance, human resources, training and developments costs, and professional fees.
Amortization and depreciation
We amortize the capitalized costs associated with the acquisition of players' registrations. These costs are amortized over the period of the employment
contract agreed with a player. If a player extends his contract prior to the end of the pre-existing period of employment, the remaining unamortized portion of
the acquisition cost is amortized over the period of the new contract. Changes in amortization of the costs of players' registrations from year to year and
period to period reflect additional transfer fees paid for the acquisition of players, the impact of contract extensions and the disposal of players' registrations.
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. We also amortize the capitalized costs associated with the acquisition of other intangible assets over their estimated useful lives, which is
typically 10 years.
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 items
Exceptional operating costs are those costs that in management's judgment need to be disclosed by virtue of their size, nature or incidence in order to
provide a proper understanding of our results of operations and financial condition.
Profit on disposal of players' registrations
We recognize profits or losses on the disposal of players' registrations in our income statement. Acquisitions and disposals of players are discretionary
and we make transfer decisions based upon the requirements of our first team and the overall availability of players. 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.
Finance costs
A key component of our expenses during each of the past three fiscal years has been interest costs. Although we expect to reduce our leverage over time,
we expect interest expense to continue to be a significant component of our expenses. Net finance costs were £35.2 million for the year ended 30 June 2015.
See "Item 5.B. Liquidity and Capital Resources—Indebtedness."
On 14 September 2012, we used all of our net proceeds from our IPO to reduce our indebtedness by exercising our option to redeem and retire
$101.7 million (£62.6 million) in aggregate principal amount of our 2017 Dollar Notes at a redemption price equal to 108.375% of the principal amount of
such notes plus accrued and unpaid interest to the date of such redemption.
On 24 June 2013, we exercised our option to redeem (in full) £177.8 million in aggregate principal amount of our outstanding 8 3 / 4 % pounds sterling
senior secured notes due 2017 (the "2017 Sterling Notes" and, together with the 2017 Dollar Notes, the "2017 Notes") at a redemption price equal to
108.750% of the principal amounts of such notes and (in part) $22.1 million in aggregate principal
57
Source: Manchester United plc, 20-F, October 15, 2015
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amount of our outstanding 2017 Dollar Notes at a redemption price equal to 108.375% of the principal amount of such notes plus, in each case, accrued and
unpaid interest to the date of such redemption with borrowings from our secured term loan facility.
On 26 June 2015, we issued $425.0 million in aggregate principal amount of the 2027 Notes. The proceeds from the sale of the 2027 Notes were used to
redeem the remaining $269.2 million in aggregate principal amount of our outstanding 2017 Dollar Notes at a redemption price equal to 102.09375% of the
principal amount of such notes plus accrued and unpaid interest to the date of such redemption and to repay $90.7 million of our existing secured term loan.
Taxes
During each of the three years ended 30 June 2015, 2014 and 2013, our principal operating subsidiaries were tax residents in the UK. During the year
ended 30 June 2015, we were subject to a weighted UK statutory tax rate of 20.75%, during the year ended 30 June 2014, we were subject to a weighted
statutory tax rate of 22.5% and during the year ended 30 June 2013, we were subject to a weighted statutory tax rate of 23.75%.
Although we are organized as a Cayman Islands exempted company, we report as a US domestic corporation for US federal income tax purposes. As a
result, our worldwide income is also subject to US taxes at the US statutory rate of 35%. We expect to utilize 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 few years, our effective tax rate may be volatile primarily due to the
potential mismatch in the recognition of UK current tax liabilities and US deferred tax assets. During the same period we expect our total cash tax rate to be
lower than the US statutory 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 US statutory 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 are not 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 are 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
three fiscal years preceding the reorganization transactions.
Seasonality
We experience seasonality in our sales and cash flow, limiting the overall comparability and predictability 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, a strong
performance by our first team in the Champions League and domestic cups could result in significant additional Broadcasting and Matchday revenue, and
consequently we may also recognize the most revenue in our fourth fiscal quarter in those years. Our cash flow may also vary among interim
58
Source: Manchester United plc, 20-F, October 15, 2015
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periods due to the timing of significant payments from major commercial agreements. As such, though we report interim results of operations for our first,
second and third fiscal quarters, in managing our business, setting goals and assessing performance we focus primarily on our full-year results of operations
rather than our interim results of operations.
A. OPERATING RESULTS
The following table shows selected audited consolidated income statement data for the years ended 30 June 2015, 2014 and 2013.
2015
Income Statement Data
Revenue
Analyzed as:
Commercial revenue
Broadcasting revenue
Matchday revenue
Operating expenses—before exceptional items
Analyzed as:
Employee benefit expenses
Other operating expenses
Depreciation
Amortization
Operating expenses—exceptional items
Total operating expenses
Operating profit before profit on disposal of players' registrations
Profit on disposal of players' registrations
Operating profit
Finance costs
Finance income
Net finance costs
(Loss)/profit on ordinary activities before tax
Tax credit/(expense)
(Loss)/profit for the year
Attributable to:
Owners of the parent
Non-controlling interest
Year ended 30 June
2014
(£'000)
2013
395,178
433,164
363,189
196,931
107,664
90,583
(385,265)
189,315
135,746
108,103
(367,056)
152,441
101,625
109,123
(304,120)
(202,561)
(72,271)
(10,324)
(99,687)
(2,336)
(387,179)
7,999
23,649
31,648
(35,419)
204
(35,215)
(3,567)
2,672
(895)
(214,803)
(88,298)
(8,665)
(55,290)
(5,184)
(372,240)
60,924
6,991
67,915
(27,668)
256
(27,412)
40,503
(16,668)
23,835
(180,523)
(74,114)
(7,769)
(41,714)
(6,217)
(310,337)
52,852
9,162
62,014
(72,082)
1,275
(70,807)
(8,793)
155,212
146,419
23,835
—
146,250
169
(895)
—
59
Source: Manchester United plc, 20-F, October 15, 2015
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Year Ended 30 June 2015 as Compared to the Year Ended 30 June 2014
Year ended
30 June
2015
2014
(in £ millions)
Revenue
Commercial revenue
Broadcasting revenue
Matchday revenue
Total operating expenses
Employee benefit expenses
Other operating expenses
Depreciation
Amortization
Exceptional items
Profit on disposal of players' registrations
Net finance costs
Tax credit/(expense)
395.2
196.9
107.7
90.6
(387.2)
(202.6)
(72.3)
(10.3)
(99.7)
(2.3)
23.6
(35.2)
2.7
% Change
2015 over 2014
433.2
189.3
135.8
108.1
(372.3)
(214.8)
(88.3)
(8.7)
(55.3)
(5.2)
7.0
(27.4)
(16.7)
(8.8)%
4.0%
(20.7)%
(16.2)%
4.0%
(5.7)%
(18.1)%
18.4%
80.3%
(55.8)%
237.1%
28.5%
—
Revenue
Our consolidated revenue for the year ended 30 June 2015 was £395.2 million, a decrease of £38.0 million, or 8.8%, compared to the year ended 30 June
2014, as a result of a decrease in revenue in our Broadcasting and Matchday sectors, which was partially offset by an increase in revenue in our Commercial
sector, as described below.
Commercial revenue
Commercial revenue for the year ended 30 June 2015 was £196.9 million, an increase of £7.6 million, or 4.0%, over the year ended 30 June 2014.
•
Sponsorship revenue for the year ended 30 June 2015 was £154.9 million, an increase of £19.1 million, or 14.1%, over the year ended 30 June
2014, primarily due to the commencement of the seven-year General Motors (Chevrolet) shirt sponsorship and the activation of several new
global and regional sponsorship deals.
•
Retail, merchandising, apparel & product licensing revenue for the year ended 30 June 2015 was £31.6 million, a decrease of £5.9 million, or
15.7%, over the year ended 30 June 2014, primarily due to reduced Nike guaranteed revenue due to non-participation in UEFA competitions
in the current season.
•
Mobile & Content revenue for the year ended 30 June 2015 was £10.4 million, a decrease of £5.6 million, or 35.0%, over the year ended
30 June 2014, due to the expiration of a few of our mobile partnerships.
Broadcasting revenue
Broadcasting revenue for the year ended 30 June 2015 was £107.7 million, a decrease of £28.1 million, or 20.7%, over the year ended 30 June 2014,
primarily due to non-participation in UEFA competitions, partially offset by an increase in merit payments due to a higher Premier League finish.
60
Source: Manchester United plc, 20-F, October 15, 2015
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Matchday revenue
Matchday revenue for the year ended 30 June 2015 was £90.6 million, a decrease of £17.5 million, or 16.2%, over the year ended 30 June 2014,
primarily due to non-participation in UEFA competitions.
Total operating expenses
Total operating expenses (defined as employee benefit expenses, other operating expenses, depreciation, amortization and exceptional items) for the
year ended 30 June 2015 were £387.2 million, an increase of £14.9 million, or 4.0%, over the year ended 30 June 2014.
Employee benefit expenses
Employee benefit expenses for the year ended 30 June 2015 were £202.6 million, a decrease of £12.2 million, or 5.7%, over the year ended 30 June
2014, primarily due to lower player wages.
Other operating expenses
Other operating expenses for the year ended 30 June 2015 were £72.3 million, a decrease of £16.0 million, or 18.1%, over the year ended 30 June 2014,
primarily due to non-participation in UEFA competitions.
Depreciation
Depreciation for the year ended 30 June 2015 amounted to £10.3 million, an increase of £1.6 million, or 18.4%, over the year ended 30 June 2014,
primarily due to capital expenditure at the Aon Training Complex and the Old Trafford stadium.
Amortization
Amortization, primarily of players' registrations, for the year ended 30 June 2015 was £99.7 million, an increase of £44.4 million, or 80.3%, over the year
ended 30 June 2014. The increase in amortization was primarily due to player acquisitions during the year (mainly Di Maria, Falcao and Shaw). The
unamortized balance of players' registrations as of 30 June 2015 was £238.1 million, of which £92.6 million is expected to be amortized in the year ending
30 June 2016. The remaining balance is expected to be amortized over the three years ending 30 June 2019. This does not take into account player
acquisitions after 30 June 2015, which would have the effect of increasing the amortization expense in future periods, nor does it consider player departures
subsequent to 30 June 2015, which would have the effect of decreasing future amortization charges. Furthermore, any contract renegotiations would also
impact future charges.
Exceptional items
Exceptional items for the year ended 30 June 2015 were £2.3 million, of which £1.2 million related to the present value of the additional contributions
we are expected to pay to remedy the revised deficit of the Football League pension scheme as per the latest triennial actuarial valuation at 31 August 2014
and £1.1 million related to professional adviser fees related to public sales of our Class A ordinary shares by Red Football LLC and the Edward S. Glazer
Irrevocable Exempt Trust. Exceptional items for the year ended 30 June 2014 were £5.2 million, of which £4.9 million related to compensation paid to the
former manager and certain members of the coaching staff on loss of office and £0.3 million related to investment property impairment charges.
61
Source: Manchester United plc, 20-F, October 15, 2015
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Profit on disposal of players' registrations
Profit on disposal of players' registrations for the year ended 30 June 2015 was £23.6 million, an increase of £16.6 million, or 237.1%, over the year
ended 30 June 2014. The profit on disposal of players' registrations for the year ended 30 June 2015 primarily related to the disposal of Welbeck (Arsenal)
and Nani (Fenerbache). The profit on disposal of players' registrations for the year ended 30 June 2014 related to the disposals of Buttner (Dynamo Moscow),
Cole (Fulham), Tunnicliffe (Fulham), James (Leicester), Daehli (Molde) and Wooton (Leeds).
Net finance costs
Net finance costs for the year ended 30 June 2015 were £35.2 million, an increase of £7.8 million, or 28.5%, over the year ended 30 June 2014. The
increase was primarily due to a £3.6 million premium on the repurchase of our 2017 Dollar Notes and £3.8 million of non-cash accelerated amortization of
finance and issue costs primarily related to the repurchase of our 2017 Dollar Notes. The debt refinancing in June 2015 included the issue of $425.0 million
in aggregate principal amount of 2027 Notes, the redemption of the remaining $269.2 million in aggregate principal amount of our outstanding 2017 Dollar
Notes and the repayment of $90.7 million of our existing secured term loan.
Tax
The tax credit for the year ended 30 June 2015 was £2.7 million, compared to a tax expense of £16.7 million for the year ended 30 June 2014, primarily
due to the result before tax in the respective years.
Year Ended 30 June 2014 as Compared to the Year Ended 30 June 2013
Year ended
30 June
2014
2013
(in £ millions)
Revenue
Commercial revenue
Broadcasting revenue
Matchday revenue
Total operating expenses
Employee benefit expenses
Other operating expenses
Depreciation
Amortization
Exceptional items
Profit on disposal of players' registrations
Net finance costs
Tax (expense)/credit
433.2
189.3
135.8
108.1
(372.3)
(214.8)
(88.3)
(8.7)
(55.3)
(5.2)
7.0
(27.4)
(16.7)
% Change
2014 over 2013
363.2
152.5
101.6
109.1
(310.3)
(180.5)
(74.1)
(7.8)
(41.7)
(6.2)
9.1
(70.8)
155.2
19.3%
24.1%
33.7%
(0.9)%
20.0%
19.0%
19.2%
11.5%
32.6%
(16.1)%
(23.1)%
(61.3)%
—
Revenue
Our consolidated revenue for the year ended 30 June 2014 was £433.2 million, an increase of £70.0 million, or 19.3%, compared to the year ended
30 June 2013, 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.
62
Source: Manchester United plc, 20-F, October 15, 2015
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Commercial revenue
Commercial revenue for the year ended 30 June 2014 was £189.3 million, an increase of £36.8 million, or 24.1%, over the year ended 30 June 2013.
•
Sponsorship revenue for the year ended 30 June 2014 was £135.8 million, an increase of £44.9 million, or 49.4%, over the year ended 30 June
2013, primarily due to the activation of several new global and regional sponsorships, higher sponsorship renewals and a significant increase
from the pre-season tour.
•
Retail, merchandising, apparel & product licensing revenue for the year ended 30 June 2014 was £37.5 million, a decrease of £1.1 million, or
2.8%, over the year ended 30 June 2013, primarily as a result of reduced minimum guaranteed revenue and a reduction in additional profit
share pursuant to the agreement with Nike.
•
Mobile & Content revenue for the year ended 30 June 2014 was £16.0 million, a decrease of £7.0 million, or 30.4%, over the year ended
30 June 2013, due to the expiration of a few of our mobile partnerships.
Broadcasting revenue
Broadcasting revenue for the year ended 30 June 2014 was £135.8 million, an increase of £34.2 million, or 33.7%, over the year ended 30 June 2013,
primarily due to increased revenue from the Premier League domestic and international rights agreements and increased Champions League revenue as a
result of receiving a larger share of the UK Market pool by finishing 1 st in the Premier League in the 2012/13 season compared to 2 nd in the 2011/12 season
and progressing to the quarter-final stage compared to the round of 16 stage in the prior year.
Matchday revenue
Matchday revenue for the year ended 30 June 2014 was £108.1 million, a decrease of £1.0 million, or 0.9%, over the year ended 30 June 2013, primarily
as a result of hosting a number of matches during the London Olympic Games in the prior year.
Total operating expenses
Total operating expenses (defined as employee benefit expenses, other operating expenses, depreciation, amortization and exceptional items) for the
year ended 30 June 2014 were £372.3 million, an increase of £62.0 million, or 20.0%, over the year ended 30 June 2013.
Employee benefit expenses
Employee benefit expenses for the year ended 30 June 2014 were £214.8 million, an increase of £34.3 million, or 19.0%, over the year ended 30 June
2013, primarily due to the impact of player acquisitions and renegotiated player contracts.
Other operating expenses
Other operating expenses for the year ended 30 June 2014 were £88.3 million, an increase of £14.2 million, or 19.2%, over the year ended 30 June 2013,
primarily due to increases in legal, professional and other consultancy fees, increased pre-season tour costs and foreign exchange losses.
63
Source: Manchester United plc, 20-F, October 15, 2015
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Depreciation
Depreciation for the year ended 30 June 2014 amounted to £8.7 million, an increase of £0.9 million, or 11.5%, over the year ended 30 June 2013,
primarily due to capital expenditure at the Aon Training Complex.
Amortization
Amortization, primarily of players' registrations, for the year ended 30 June 2014 was £55.3 million, an increase of £13.6 million, or 32.6%, over the year
ended 30 June 2013. Increases in amortization due to player acquisitions during the year (mainly Fellaini and Mata) were partially offset by reductions due to
departed players (mainly Berbatov).
Exceptional items
Exceptional items of £5.2 million were recognized for the year ended 30 June 2014, of which £4.9 million related to compensation paid to the former
manager and certain members of the coaching staff on loss of office and £0.3 million related to investment property impairment charges. Exceptional items of
£6.2 million were recognized for the year ended 30 June 2013, of which £3.8 million related to professional advisory fees in connection with the IPO and
previously proposed public offering of shares and £2.4 million related to compensation paid to coaching staff on loss of office as a result of staff changes
following the retirement of the then existing team manager.
Profit on disposal of players' registrations
Profit on disposal of players' registrations for the year ended 30 June 2014 was £7.0 million, a decrease of £2.1 million, or 23.1%, over the year ended
30 June 2013. The profit on disposal of players' registrations for the year ended 30 June 2014 related to the disposals of Buttner (Dynamo Moscow), Cole
(Fulham), Tunnicliffe (Fulham), James (Leicester), Daehli (Molde) and Wooton (Leeds). The profit on disposal of players' registrations for the year ended
30 June 2013 related to the disposals of Brady (Hull), Park (QPR), Berbatov (Fulham) and Pogba (Juventus).
Net finance costs
Net finance costs for the year ended 30 June 2014 were £27.4 million, a decrease of £43.4 million, or 61.3%, over the year ended 30 June 2013. The
decrease was primarily due to a £31.9 million reduction in premium paid and accelerated amortization of issue discount and debt finance costs as a result of
there being no repurchases of senior secured notes in the year ended June 30 2014 compared to the prior year, and a £12.9 million reduction in interest
payable on our secured borrowings following the refinancing in June 2013.
Tax
The tax expense for the year ended 30 June 2014 was £16.7 million reflecting an effective tax rate of 41.2%. The effective tax rate was above the US
federal income tax rate of 35% mainly due to foreign exchange losses arising on re-translation of US dollar denominated deferred tax assets. This compares to
a credit of £155.2 million for the year ended 30 June 2013, which largely comprised the recognition of US deferred tax assets.
Critical Accounting Estimates and Judgments
The preparation of our financial information requires management to make estimates, judgments and assumptions concerning the future. Estimates,
judgments and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that
64
Source: Manchester United plc, 20-F, October 15, 2015
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are believed to be reasonable under the circumstances. The resulting accounting estimates will, by definition, seldom equal the related actual results.
For a summary of all of our significant accounting policies, see note 2 to our audited consolidated financial statements as of 30 June 2015 and 2014 and
for the years ended 30 June 2015, 2014 and 2013 included elsewhere in this Annual Report.
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. At the effective date of our IPO, we chose to "opt out" of this provision and, as a result, we are
complying with, and will continue to comply with, new or revised accounting standards as required when they are adopted. Our decision to opt out of the
extended transition period is irrevocable.
We believe that the following accounting policies reflect the most critical judgments, estimates and assumptions and are significant to the consolidated
financial statements.
Revenue recognition
Commercial
Commercial revenue comprises amounts receivable from the utilization of the Manchester United brand through sponsorship and other commercial
agreements, including minimum guaranteed revenue and fees generated by the Manchester United first team promotional tours.
Minimum guaranteed revenue is recognized over the term of the sponsorship agreement in line with the performance obligations included within the
contract and based on the sponsorship benefits enjoyed by the individual sponsor. In instances where the sponsorship rights remain the same over the
duration of the contract, revenue is recognized on a straight-line basis.
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.
In respect of the new agreement with adidas, minimum guaranteed revenue will be recognized on a straight-line basis over the 118-month term of the
contract, which runs from 1 August 2015 to 31 May 2025. The minimum guarantee payable by adidas over the term of the agreement is equal to
£750 million, subject to certain adjustments. Payments due in a particular year may decrease if our first team fails to participate in the Champions League for
two or more consecutive seasons starting with the 2015/16 season, with the maximum possible reduction being 30% of the applicable payment for the second
season of non-participation. In the event of a reduction in any year due to the failure to participate in the Champions League for two or more consecutive
seasons, the payments revert back to the original terms upon the first team participating again in the Champions League. Any increase or decrease in a
particular year would have the effect of increasing or decreasing the minimum guarantee amount of £750 million payable over the term of the agreement. A
critical judgment in future financial years therefore will be management's assessment as to whether or not our first team is likely to fail to
65
Source: Manchester United plc, 20-F, October 15, 2015
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participate in the Champions League for two or more consecutive seasons during the term of the agreement.
Broadcasting and Matchday
For our accounting policies relating to Broadcasting revenue and Matchday revenue, which management does not consider to involve critical estimates
and judgments, see note 2 to our audited consolidated financial statements as of 30 June 2015 and 2014 and for the years ended 30 June 2015, 2014 and
2013 included elsewhere in this Annual Report.
Impairment of goodwill and non-current assets
The Company annually tests whether goodwill has suffered any impairment and more frequently tests whether events or changes in circumstances
indicate a potential impairment. An impairment loss is recognized when the carrying value of goodwill exceeds its recoverable amount. Its recoverable
amount is the higher of fair value less costs of disposal and value in use. The recoverable amount has been determined based on value-in-use calculations.
These calculations require the use of estimates, both in arriving at the expected future cash flow and the application of a suitable discount rate in order to
calculate the present value of these flows. See note 15 to our audited consolidated financial statements as of 30 June 2015 and 2014 and for the years ended
30 June 2015, 2014 and 2013 included elsewhere in this Annual Report.
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 flows 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.
Intangible assets—players' registrations
The costs associated with the acquisition of players' registrations are capitalized as intangible assets at the fair value of the consideration payable,
including an estimate of the fair value of any contingent consideration. Subsequent reassessments of the amount of contingent consideration payable are also
included in the cost of the player's registration. The estimate of the fair value of the contingent consideration payable requires management to assess the
likelihood of specific performance conditions being met which would trigger the payment of the contingent consideration such as the number of player
appearances. This assessment is carried out on an individual player basis. Costs associated with the acquisition of players' registrations include transfer fees,
Premier League levy fees, agents' fees and other directly attributable costs. These costs are amortized over the period covered by the player's contract. To the
extent that a player's contract is extended, the remaining book value is amortized over the remaining revised contract life.
66
Source: Manchester United plc, 20-F, October 15, 2015
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Recognition of deferred tax assets
We recognize deferred tax effects of temporary differences between the financial statement carrying amounts and the tax basis of our assets and
liabilities.
Deferred tax assets are recognized only to the extent that it is probable that the associated deductions 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, provided the asset can be reliably
quantified. In estimating future taxable profit, management use "base case" approved forecasts which incorporate a number of assumptions, including a
prudent level of future uncontracted revenue in the forecast period. In arriving at a judgment in relation to the recognition of deferred tax assets, management
considers the regulations applicable to tax and advice on their interpretation. Future taxable income may be higher or lower than estimates made when
determining whether it is appropriate 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 reassessing the recognition of deferred tax assets in future periods.
B. LIQUIDITY AND CAPITAL RESOURCES
Our primary cash requirements stem from the payment of transfer fees for the acquisition of players' registrations, capital expenditure for the improvement
of facilities at Old Trafford and the Aon Training Complex, payment of interest on our borrowings, employee benefit expenses, other operating expenses and
dividends on our Class A ordinary shares and Class B ordinary shares. 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' registrations. Our existing borrowings primarily consist of our secured term loan facility
and our 2027 Notes. All of our 2017 Notes have been retired. Additionally, although we have not needed to draw any borrowings under either our old or new
revolving credit facility since 2009, we have no intention of retiring our new 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 to fixed rates. We
have US dollar borrowings that we use to hedge a portion of our US dollar commercial revenue exposure. See "—Indebtedness" below. We continue to
evaluate our financing options and may, from time to time, take advantage of opportunities to repurchase or refinance all or a portion of our existing
indebtedness to the extent such opportunities arise.
We have not paid a dividend on our Class A ordinary shares or Class B ordinary shares since our IPO. On 17 September 2015, however, our board of
directors announced that it had approved the payment of a regular quarterly cash dividend on our outstanding Class A and Class B ordinary shares beginning
in the first quarter of fiscal year 2016, with the first dividend of $0.045 per share payable on 15 October 2015 to holders of record of our Class A and Class B
ordinary shares on 30 September 2015. We expect to continue paying regular dividends to our Class A ordinary shareholders and Class B ordinary
shareholders out of our operating cash flows. The declaration and payment of any future dividends, however, will be at the sole discretion of our board of
directors or a committee thereof, and our expectations and policies regarding dividends are subject to change as our business needs, capital requirements or
market conditions change.
Our business generates a significant amount of cash from our Matchday 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,
67
Source: Manchester United plc, 20-F, October 15, 2015
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with primary payments made in late summer, December, January and the end of the football season. Our sponsorship and other Commercial revenue tends to
be paid either quarterly or annually in advance. However, while we typically have a high cash balance at the beginning of each fiscal year, this is largely
attributable to deferred revenue, the majority of which falls under current liabilities in the consolidated balance sheet, and this deferred revenue 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 employee benefit expenses, other
operating expenses, interest payments and other liabilities as they become due. This typically results in negative working capital movement 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 new revolving credit
facility. As of 30 June 2015, we had no borrowings under our new revolving credit facility.
Pursuant to our contract with Nike, which expired on July 31, 2015, we were previously 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 paid us
in respect of the £303 million in minimum guaranteed sponsorship and licensing fees was affected each year by the level of cumulative profits generated.
Nike was 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 exceeded the portion of the minimum guarantee for that year, no additional payments were 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 was 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. This
cumulative profit share revenue, which has been accruing on our balance sheet, is due to be paid to us by Nike in October 2015.
Pursuant to our contract with adidas, which became effective on 1 August 2015, the minimum guarantee payable by adidas over the 10-year term of the
agreement is equal to £750 million, subject to certain adjustments. See "Item 4. Information on the Company—Revenue Sectors—Commercial—Retail,
Merchandising, Apparel & Product Licensing" above for additional information regarding our agreement with adidas.
We also maintain a mixture of long-term debt and capacity under our new revolving credit facility 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 November, in
advance of Premier League and UEFA broadcasting receipts in December.
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' registrations.
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 new 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 new revolving credit facility to meet our cash needs.
Acquisition and disposal of players' registrations 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
68
Source: Manchester United plc, 20-F, October 15, 2015
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payables include transfer fees and other associated costs in relation to the acquisition of players' registrations.
Capital expenditures at Old Trafford
Our stadium, Old Trafford, remains one of our key assets and a significant part of the overall experience we provide to our followers. Old Trafford has
been our home stadium since 1910 and has undergone significant changes over the years. To maintain the quality of service, enhance the fan experience and
increase Matchday revenue, we continually invest in the refurbishment and regeneration of Old Trafford. Following a substantial development prior to the
2006/07 season, we expanded seating capacity at Old Trafford from approximately 68,000 to 75,669. In addition, we have continued to invest in improving
hospitality suites and catering facilities through refurbishment programs. We record these investments as capital expenditures. Capital expenditure at Old
Trafford was £2.3 million, £4.1 million and £4.0 million for the years ended 30 June 2015, 2014 and 2013, 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 spent approximately £3.7 million in fiscal year 2015 and approximately £2.0 million in fiscal year 2014 in connection with updating and
expanding the Aon Training Complex, our training facility.
Mobile & Content capital expenditure
We intend to continue investing in our mobile & content assets, including our website and digital media capabilities.
Net player capital expenditure
Our average net player capital expenditure over the last 15 years has been a cash outflow of £27.9 million per fiscal year (excluding the sale of a player
in the year ended 30 June 2009 that generated a significant cash inflow, average net player capital expenditure over the same period would have been a cash
outflow of £33.3 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. We may
explore new player acquisitions in connection with future transfer periods that may materially increase the amount of our net player capital expenditure.
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.
69
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Last 15 Years Net Player Capital Expenditure(1)
(1)
The net player capital expenditure data presented is the sum of all cash used for purchases of players' registrations and all cash generated from sales of
players' registrations as disclosed in our consolidated annual financial statements. For the years ended 30 June 2013 to 30 June 2015, the data above
was derived from the annual financial statements of Manchester United plc. For the years ended 30 June 2007 to 30 June 2012, the above data was
derived from the annual financial statements of Red Football Shareholder Limited. For the years prior to 2007, the annual financial statements used to
derive the data above were those of the previous parent company, Manchester United plc. The information represents fiscal years which comprised
12 month periods except for the year ended 30 June 2005. Manchester United plc's fiscal year ended on 31 July until the 2005 fiscal year, which
resulted in an 11-month fiscal year in 2005. Thus, the net player capital expenditure for the 2005 fiscal year is for the 11-month period ended 30 June
2005. Manchester United plc changed its name to Manchester United Limited in the fiscal year 2006. The annual financial statements for periods
prior to our transition to IFRS on 1 July 2008 were prepared in accordance with Generally Accepted Accounting Practice in the United Kingdom.
Working Capital
Our directors confirmed that, as of the date of this Annual Report, 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.
70
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Cash Flow
The following table summarizes our cash flows for the years ended 30 June 2015, 2014 and 2013:
2015
Cash flow from operating activities
Cash generated from operations
Interest paid
Debt finance costs relating to borrowings
Interest received
Tax (paid)/refunded
Net cash generated from operating activities
Cash flow from investing activities
Purchases of property, plant and equipment (net of proceeds)
Purchases of players' registrations and other intangible assets
Proceeds from sale of players' registrations
Net cash used in investing activities
Cash flow from financing activities
Proceeds from issue of shares
Expenses directly attributable to issue of shares
Acquisition of additional interest in subsidiary
Proceeds from borrowings
Repayment of borrowings
Net cash generated from/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Year ended 30 June
2014
2013
(in £ millions)
195.0
(42.6)
(6.5)
0.5
(2.5)
143.9
101.7
(27.7)
(0.1)
0.3
(1.4)
72.8
129.9
(73.6)
(3.1)
0.9
3.1
57.2
(5.5)
(117.4)
20.6
(102.3)
(10.8)
(92.9)
14.0
(89.7)
(12.5)
(46.0)
9.7
(48.8)
—
—
—
272.5
(227.9)
44.6
86.2
—
—
—
—
(5.0)
(5.0)
(21.9)
70.3
(1.5)
(2.7)
209.2
(259.3)
16.0
24.4
Net cash generated from operating activities
Net cash generated from operations represents our operating results and net movements in our working capital. Our working capital is generally impacted
by the timing of 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. Cash generated from operations for the year ended 30 June 2015 produced a cash inflow of £195.0 million, an
increase of £93.3 million from a cash inflow of £101.7 million for the year ended 30 June 2014. The increase in cash generated from operations compared to
the year ended 30 June 2014 is largely due to net movements in our working capital. Cash generated from operations for the year ended 30 June 2013 was
£129.9 million.
Additional changes in net cash generated from operating activities generally reflect our finance costs. We currently pay fixed rates of interest on our
2027 Notes and variable rates of interest on our secured term loan facility. We use interest rate swaps to manage the cash flow interest rate risk. The swaps
have the economic effect of converting interest on our secured term loan facility from variable rates to a fixed rate. Our new revolving credit facility is also
subject to variable rates of interest. Interest paid was £42.6 million in the year ended 30 June 2015, an increase of £14.9 million compared to £27.7 million in
interest paid in the year ended 30 June 2014. The increase of £14.9 million was primarily due to a £5.6 million increase in interest paid and a £3.6 million
premium paid in respect of the 2017 Dollar Notes as a result of the repurchase of these notes as part of the debt refinancing in June 2015, a £2.4 million
increase in interest paid on the deferred element of a terminated interest rate swap which was settled as part of the debt refinancing, and £1.4 million of costs
associated with the debt refinancing. Interest paid was £73.6 million for the year ended 30 June 2013.
71
Source: Manchester United plc, 20-F, October 15, 2015
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Net cash generated from operating activities was £143.9 million in the year ended 30 June 2015, compared to net cash generated from operating
activities of £72.8 million for the year ended 30 June 2014. Net cash generated from operating activities was £57.2 million for the year ended 30 June 2013.
Net cash used in investing activities
Capital expenditure for the acquisition of players' registrations as well as for improvements to property, principally at Old Trafford and the Aon Training
Complex, are funded through cash flow generated from operations, proceeds from the sale of players' registrations and, if necessary, from our new revolving
credit facility. Capital expenditure on the acquisition, disposal and trading of players' registrations 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, the Aon Training Complex.
Net cash used in investing activities for the year ended 30 June 2015 was £102.3 million, an increase of £12.6 million from £89.7 million for the year
ended 30 June 2014, primarily due to higher purchases of players' registrations.
For the year ended 30 June 2015, net capital expenditure was £5.5 million, a decrease of £5.3 million from net expenditure of £10.8 million for the year
ended 30 June 2014. Net capital expenditure for the year ended 30 June 2015 related mainly to refurbishment work at Old Trafford and new pitches at the
Aon Training Complex. Net capital expenditure for the year ended 30 June 2014 related mainly to general development at Old Trafford and the Aon Training
Complex.
For the year ended 30 June 2015, net player capital expenditure was £96.8 million, an increase of £17.9 million from net player capital expenditure of
£78.9 million for the year ended 30 June 2014. Net player capital expenditure for the year ended 30 June 2015 mainly comprised expenditures for the
acquisitions of Di Maria, Rojo, Fellaini, Depay and Shaw, less payments received relating to the disposal of Welbeck and Kagawa. Player capital expenditure
for the year ended 30 June 2014 mainly comprised expenditures for the acquisitions of Fellaini, Herrera, Mata, van Persie and Zaha less payments received
relating to the disposal of Berbatov, Brady, Buttner and O'Shea.
For the year ended 30 June 2013, net capital expenditure on the purchase of property, plant and equipment and investment property was a cash outflow
of £12.5 million. Net player capital expenditure was £36.3 million. As a result, net cash used in investing activities was £48.8 million.
Net cash generated from/(used in) financing activities
Net cash generated from financing activities for the year ended 30 June 2015 was £44.6 million, an increase of £49.6 million compared to net cash used
of £5.0 million for the year ended 30 June 2014.
During the year ended 30 June 2015, we issued £267.8 million ($425.0 million) in aggregate principal amount of the 2027 Notes. We used the proceeds
to repurchase all of our outstanding 2017 Dollar Notes, comprising a principal value of £169.6 million ($269.2 million) and a premium on repurchase of
£3.6 million ($5.6 million). We also amended the terms of our US dollar secured term loan facility, reducing the outstanding principal amount by
£57.2 million ($90.7 million), reducing the interest rate to LIBOR plus an applicable margin between 1.75% per annum and 1.25% per annum, and extending
the term of the facility to June 2025.
Net cash generated from financing activities for the year ended 30 June 2014 was £5.0 million, an increase of £21.0 million from over net cash generated
of £16.0 million for the year ended 30 June 2013. During the year ended 30 June 2014, we repaid £5.0 million of borrowings, primarily relating to the
secured term loan facility.
72
Source: Manchester United plc, 20-F, October 15, 2015
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During the year ended 30 June 2013, we raised £70.3 million ($110.2 million) following our IPO. The net proceeds of the share issue were used to
repurchase a portion of the 2017 Dollar Notes, comprising a principal value of £62.6 million ($101.7 million) and a premium on repurchase of £5.3 million
($8.5 million). Expenses of £1.5 million directly attributable to the issue of new shares were incurred. In June 2013 we refinanced a portion of our borrowings
with a new £209.2 million ($315.7 million) US dollar secured term loan facility. We used the proceeds from the new secured term loan facility to repurchase
all £177.8 million in aggregate principal amount of our 2017 Sterling Notes and £14.0 million ($22.1 million) in aggregate principal amount of our 2017
Dollar Notes, repaying a total equivalent to £208.5 million, comprising a principal value of £191.8 million and a premium on repurchase of £16.7 million.
On 2 January 2013, we acquired the remaining 33.3% of the issued share capital of MUTV Limited for a purchase consideration (including transaction costs)
of £2.7 million. We also repaid the loan stock issued to the former minority shareholder of MUTV Limited amounting to £4.4 million.
Indebtedness
Our primary sources of indebtedness consist of our secured term loan facility and our 2027 Notes. As part of the security for our secured term loan
facility, our 2027 Notes and our new revolving facility, substantially all of our assets are subject to liens and mortgages.
Description of principal indebtedness
Secured term loan facility
Our wholly-owned finance subsidiary, MU Finance plc, has a secured term loan facility with Bank of America, N.A. as lender. As of 30 June 2015 the
sterling equivalent of £140.2 million (net of unamortized issue costs of £3.0 million) was outstanding. The outstanding principal amount was $225.0 million.
We have the option to repay the loan at any time. The remaining balance of the loan is repayable on 26 June 2025.
Loans under the secured term loan facility bear interest at a rate per annum equal to US dollar LIBOR (provided that if the rate is less than zero, LIBOR
shall be deemed to be zero) plus the applicable margin. The applicable margin, if no event of default has occurred and is continuing, means the following:
Total net leverage ratio (as defined in the secured term loan facility agreement)
Greater than 3.5
Greater than 2.0 but less than or equal to 3.5
Less than or equal to 2.0
Margin %
(per annum)
1.75
1.50
1.25
While any event of default is continuing, the applicable margin shall be the highest level set forth above.
Our secured term loan facility is guaranteed by Red Football Limited, Red Football Junior Limited, Manchester United Limited, Manchester United
Football Club Limited and MU Finance plc and secured against substantially all of the assets of those entities.
The secured term loan facility contains a financial maintenance covenant requiring us to maintain consolidated profit/loss for the period before
depreciation, amortization of, and profit on disposal of, players' registrations, exceptional items, net finance costs, and tax ("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 secured term loan facility if we fail to qualify for the first round group stages (or its equivalent from time to time)
of the Champions League.
73
Source: Manchester United plc, 20-F, October 15, 2015
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Our secured term loan 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, 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. Certain
events of default and covenants in the secured term loan facility are subject to certain thresholds and exceptions described in the agreement governing the
secured term loan facility.
Senior secured notes
Our wholly-owned finance subsidiary, MU Finance plc, issued $425 million in aggregate principal amount of 3.79% senior secured notes due 2027
(which we refer to throughout this Annual Report as the "2027 Notes"). As of 30 June 2015 the sterling equivalent of £265.7 million (net of unamortized
issue costs of £4.8 million) was outstanding. The outstanding principal amount was $425.0 million. The 2027 Notes mature on 25 June 2027.
The 2027 Notes are guaranteed by Red Football Limited, Red Football Junior Limited, Manchester United Limited and Manchester United Football
Club Limited and are secured against substantially all of the assets of those entities.
The note purchase agreement governing the 2027 Notes 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 2027 Notes if we fail to qualify for the first round group stages (or its equivalent from time to
time) of the Champions League.
The note purchase agreement governing the 2027 Notes contains events of default typical for securities of this type, as well as 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 note
purchase agreement governing the 2027 Notes are subject to certain thresholds and exceptions described in the note purchase agreement governing the 2027
Notes.
The 2027 Notes may be redeemed in part, in an amount not less than 5% of the aggregate principal amount of the 2027 Notes then outstanding, or in full,
at any time at 100% of the principal amount plus a "make-whole" premium of an amount equal to the discounted value (based on the US Treasury rate) of the
remaining interest payments due on the notes up to 25 June 2027.
Revolving facility
Our new revolving facilities agreement allows MU Finance plc (or any direct or indirect subsidiary of Red Football Limited that becomes a borrower
thereunder) to borrow up to £125 million, plus (subject to certain conditions) the ability to incur a further £25 million by way of incremental facilities, from a
syndicate of lenders with Bank of America Merrill Lynch International Limited as agent and security trustee. As of 30 June 2015, we had no outstanding
borrowings and had £125 million (exclusive of capacity under the incremental facilities) in borrowing capacity under our revolving credit facility agreement.
74
Source: Manchester United plc, 20-F, October 15, 2015
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Our initial revolving facility is scheduled to expire on 26 June 2021 (although it may be possible for any subsequent incremental facility thereunder to
expire at a later date). Any amount still outstanding at that time will be due in full immediately on the applicable expiry date.
Subject to certain conditions, we may voluntarily prepay and/or permanently cancel all or part of the available commitments under the revolving facility
by giving not less than three business days' prior notice to the Agent under the facility. Any loan drawn under the revolving 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 facility agreement) be re-borrowed.
Loans under the revolving facility bear interest at a rate per annum equal to LIBOR (or in relation to a loan in euros, EURIBOR) (provided that if that rate
is less than zero, LIBOR or, as the case may be, EURIBOR, shall be deemed to be zero) plus the applicable margin.
The applicable margin if no event of default has occurred and is continuing, it means the following:
Total net leverage ratio (as defined in the revolving credit facility agreement)
Greater than 3.5
Greater than 2.0 but less than or equal to 3.5
Less than or equal to 2.0
Margin %
(per annum)
1.75
1.50
1.25
While any default is continuing, the applicable margin shall be the highest level set forth above.
A commitment fee is payable on the available but undrawn amount of the revolving credit facility, at a rate equal to 40% per annum of the applicable
margin.
Our revolving credit facility is guaranteed by Red Football Limited, Red Football Junior Limited, Manchester United Limited, Manchester United
Football Club Limited and MU Finance plc and secured against substantially all of 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 first round group
stages (or its equivalent from time to time) of the Champions League. In addition, in the event that the financial covenant is not complied with, such noncompliance may also be cured with the cash proceeds of additional shareholder funding or subordinated shareholder funding no later than the end of the
period 20 business days following the earlier of the date on which the compliance certificate setting out the calculations in respect of the relevant covenant
determination is required to be delivered and the date on which it is delivered under the terms of the revolving facilities agreement, and no equity cures may
be made in consecutive financial quarters.
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. Certain events of default and covenants in the revolving credit facility are subject to certain thresholds and exceptions
described in the agreement governing the revolving credit facility.
75
Source: Manchester United plc, 20-F, October 15, 2015
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Alderley facility
The Alderley facility consists of a bank loan to Alderley Urban Investments Limited, a subsidiary of Manchester United Limited. The loan attracts
interest at LIBOR plus 1%. As of 30 June 2015, £4.9 million was outstanding under the Alderley facility. £1.3 million of the loan is repayable in quarterly
installments through July 2018, and the remaining balance of £3.6 million is repayable at par on 9 July 2018. The loan is secured against the Manchester
International Freight Terminal which is owned by Alderley Urban Investments Limited.
As of 30 June 2015, we were in compliance with all covenants in relation to indebtedness.
C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.
We do not conduct research and development activities.
D. TREND INFORMATION
Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events since 30 June
2015 that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the
disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
E. OFF BALANCE SHEET ARRANGEMENTS
Transfer fees payable
Under the terms of certain contracts with other football clubs in respect of player transfers, additional amounts would be payable by us if certain specific
performance conditions are met. As noted above, we estimate the fair value of any contingent consideration at the date of acquisition based on the
probability of conditions being met and monitor this on an ongoing basis. A provision of £3.4 million relating to this contingent consideration has been
recognized on our balance sheet as of 30 June 2015, and the maximum additional amount that could be payable as of that date is £26.3 million.
Transfer fees receivable
Similarly, under the terms of contracts with other football clubs for player transfers, additional amounts would be payable to us if certain specific
performance conditions are met. In accordance with the recognition criteria for contingent assets, such amounts are only disclosed by the Company when
probable and recognized when virtually certain. As of 30 June 2015, we believe receipt of £2.2 million to be probable.
Other commitments
In the ordinary course of business, we enter into operating lease commitments and capital commitments. These transactions are recognized in the
consolidated financial statements in accordance with IFRS, as issued by the IASB, and are more fully disclosed therein.
As of 30 June 2015, we had not entered into any other off-balance sheet transactions.
76
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
F.
CONTRACTUAL OBLIGATIONS
The following table summarizes our contractual obligations as of 30 June 2015:
Less than
1 year
Long-term debt obligations(2)
Finance lease obligations
Operating lease obligations(3)
Purchase obligations(4)
Other long-term liabilities
Total
16,418
—
2,258
119,104
—
137,780
Payments due by period(1)
More than
1 - 3 years
3 - 5 years
five years
(in £ thousands)
32,907
—
1,641
47,627
—
82,175
35,172
—
223
2,230
—
37,625
512,682
—
3,441
—
—
516,123
Total
597,179
—
7,563
168,961
—
773,703
(1)
This table reflects contractual non-derivative financial obligations including interest and operating lease payments and therefore
differs from the carrying amounts in our consolidated financial statements.
(2)
As of 30 June 2015, we had $225.0 million of our secured term loan facility outstanding and $425.0 million of our 2027 Notes
outstanding. Other long-term indebtedness consists of a bank loan to Alderley Urban Investments, a subsidiary of Manchester United
Limited. As of 30 June 2015, we had £4.9 million outstanding under the Alderley facility. See "Item 5.B. Liquidity and Capital
Resources—Indebtedness—Description of principal indebtedness" and note 24 to our audited consolidated financial statements as of
30 June 2015 and 2014 and for the years ended 30 June 2015, 2014 and 2013 included elsewhere in this Annual Report.
(3)
We enter into operating leases in the normal course of business. Most lease arrangements provide us with the option to renew the
leases at defined terms. The future operating lease obligations would change if we were to exercise these options, or if we were to enter
into additional new operating leases. See note 28.1 to our audited consolidated financial statements as of 30 June 2015 and 2014 and
for the years ended 30 June 2015, 2014 and 2013 included elsewhere in this Annual Report.
(4)
Purchase obligations include current and non-current obligations related to the acquisition of players' registrations and capital
commitments. Purchase obligations do not include contingent transfer fees of £26.3million which are potentially payable by us if
certain specific performance conditions are met.
Except as disclosed above and in note 29.2 to our audited consolidated financial statements as of 30 June 2015 and 2014 and for the years ended
30 June 2015, 2014 and 2013 included elsewhere in this Annual Report, as of 30 June 2015, we did not have any material contingent liabilities or
guarantees.
G. SAFE HARBOR
See the Section entitled "Forward-Looking Statements" at the beginning of this Annual Report.
77
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. DIRECTORS AND SENIOR MANAGEMENT
The following table lists each of our current executive officers and directors and their respective ages and positions as of the date of this Annual Report.
Name
Age
Avram Glazer
Joel Glazer
Edward Woodward
Richard Arnold
Jamieson Reigle
Kevin Glazer
Bryan Glazer
Darcie Glazer Kassewitz
Edward Glazer
Robert Leitão
Manu Sawhney
John Hooks
54
48
43
44
38
53
50
47
45
52
48
59
Position
Executive Co-Chairman and Director
Executive Co-Chairman and Director
Executive Vice Chairman and Director
Group Managing Director and Director
Commercial Director and Director
Director
Director
Director
Director
Independent Director
Independent Director
Independent Director
The following is a brief biography of each of our executive officers and directors:
Avram Glazer, aged 54, is Executive Co-Chairman and a Director of the Company. He is currently a director of Red Football Limited and Co-Chairman
of Manchester United Limited. Mr. Glazer served as President and Chief Executive Officer of Zapata Corporation, a US public company between from March
1995 to July 2009 and Chairman of the board of Zapata Corporation from March 2002 to July 2009. Mr. Glazer received a business degree from Washington
University in St. Louis in 1982. He received a law degree from American University, Washington College of Law in 1985.
Joel Glazer, aged 48, is Executive Co-Chairman and a Director of the Company. He is currently a director of Red Football Limited and Co-Chairman of
Manchester United Limited. Mr. Glazer is Co-Chairman of the Tampa Bay Buccaneers. Mr. Glazer is a member of the NFL Finance and International
Committees. Mr. Glazer graduated from American University in Washington, D.C., in 1989 with a bachelor's degree.
Edward Woodward, aged 43, is Executive Vice Chairman and a Director of the Company. He was appointed to our board of directors on 30 April 2012
and is currently Executive Vice Chairman of Manchester United Limited, having been elected to its board of directors in February 2008. He was appointed to
the Board of the European Clubs Association in September 2015 and is also Chairman of the Association's Marketing and Communications Working Group.
On joining the club in 2005 he initially managed the capital structure of the group and advised on the overall financial business plan. In 2007 he assumed
responsibility for the commercial and media operations and developed and implemented a new overall commercial strategy for the club. This resulted in a
new structured approach to commercializing the brand, including developing the sponsorship strategy, led out of the London office. Mr. Woodward formerly
worked as a senior investment banker within J.P. Morgan's international mergers and acquisitions team between 1999 and 2005. Prior to joining J.P. Morgan,
Mr. Woodward worked for PricewaterhouseCoopers in the Accounting and Tax Advisory department between 1993 and 1999. He received a Bachelor of
Science degree in physics from Bristol University in 1993 and qualified for his Chartered Accountancy in 1996.
Richard Arnold, aged 44, is the Group Managing Director and a Director of the Company. In his capacity as Group Managing Director, Mr. Arnold
oversees all commercial and operational aspects of
78
Source: Manchester United plc, 20-F, October 15, 2015
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the Company. He is also Chairman of the Manchester United Foundation. In his previous role as Commercial Director (until 30 June 2013) he was responsible
for the management and growth of the Company's sponsorship business, retail, merchandising, apparel & product licensing business, and mobile & content
business. In this capacity he was nominated for SportBusiness International's Sports innovator of the year list in 2011. Mr. Arnold was previously Deputy
Managing Director of InterVoice Ltd responsible for the international channel sales and marketing division of InterVoice Inc., a NASDAQ listed technology
company, between 2002 and 2007. He was nominated as a finalist for Young Director of the Year by the United Kingdom Institute of Directors in 2004 and
2005. Prior to InterVoice, he worked at Global Crossing Europe Ltd, a company in the technology sector, on its restructure between 1999 and 2002. Prior to
this he was a senior manager in the telecommunications and media practice at PricewaterhouseCoopers from 1993 to 1999, including working on the
privatization of the Saudi Telecommunications Corporation and the Initial Public Offering of Orange in the United Kingdom. He received an honors
Bachelor of Science degree in biology from Bristol University in 1993 and received his Chartered Accountancy qualification in 1996.
Jamieson Reigle, aged 38, is the Company's Commercial Director and a Director of the Company. He was appointed to our board of directors on
30 December 2014. He is responsible for managing the sponsorship sales, relationship management, marketing and strategy teams globally. Since 2012, he
has served as the Company's Managing Director, Asia Pacific responsible for the management and growth of the Company's business in the Asia Pacific
region. Mr. Reigle joined Manchester United in 2007 and previously served as Director of Corporate Development with responsibility for the Company's
capital structure, investor relations and growth strategy. Prior to Manchester United Limited, Mr. Reigle worked in private equity with The Carlyle Group and
in investment banking with J.P. Morgan. He received a Bachelor of Arts degree in Economics from Dartmouth College and a Master of Business
Administration from Stanford University's Graduate School of Business.
Kevin Glazer, aged 53, is a Director of the Company. He is currently a director of Red Football Limited and a director of Manchester United Limited. He
is currently the Co-Chairman of First Allied Corporation. Mr. Glazer graduated from Ithaca College in 1984 with a Bachelor of Arts degree.
Bryan Glazer, aged 50, is a Director of the Company. He is currently a director of Red Football Limited and Manchester United Limited. He is the CoChairman of the Tampa Bay Buccaneers and also serves on the NFL's Digital Media Committee. Mr. Glazer serves on the board of directors of the Glazer
Children's Museum. He received a bachelor's degree from the American University in Washington, D.C., in 1986 and received his law degree from Whittier
College School of Law in 1989.
Darcie Glazer Kassewitz, aged 47, is a Director of the Company. She is currently a director of Red Football Limited. Ms. Glazer is the Co-President of
the Glazer Family Foundation. She graduated cum laude from the American University in 1990 and received a law degree in 1993 from Suffolk Law School.
Edward Glazer, aged 45, is a Director of the Company. He is currently a non-executive director of Red Football Limited. He is Co-Chairman of the
Tampa Bay Buccaneers and Co-Chairman of First Allied Corporation. Mr. Glazer is also the co-President of the Glazer Family Foundation. Mr. Glazer
received a bachelor's degree from Ithaca College in 1992.
Robert Leitão, aged 52, is an Independent Director of the Company. He is currently Head of Rothschild's Global Financial Advisory business. Mr. Leitão
joined Rothschild in 1998 as a Director and was appointed Managing Director in 2000, Head of Mergers and Acquisitions in 2001 and Head of UK
Investment Banking in 2008. Prior to joining Rothschild, Mr. Leitão worked for Morgan Grenfell & Co. Limited in London, where he was appointed a
Director in 1995. He also serves as Chairman of the Trustees of The Pennies Foundation. Mr. Leitão received a Bachelor of Science degree in engineering
from the University of London in 1984. He received his Chartered Accountancy qualification in 1988.
79
Source: Manchester United plc, 20-F, October 15, 2015
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Manu Sawhney, aged 48, is an Independent Director of the Company. With over 25 years of rich experience in the Asian sports, media, entertainment
and consumer products industry, Mr. Sawhney is currently the CEO of SportsHub Pte Ltd, which manages Singapore's premier sports, entertainment and
lifestyle hub consisting of a unique cluster development of integrated world-class sports facilities. Prior to this role, Mr. Sawhney was the Managing Director
of ESPN STAR Sports (ESS), a 50:50 joint venture for Asia between Disney and News Corp and reported directly to the Board and was responsible for the
overall business leadership & P&L of the company across 24 countries in Asia. Mr. Sawhney led ESS's growth and expansion across multiple platforms in
various local markets across Asia including business expansion in Taiwan, start-up of a new joint venture in Korea, consolidation of business in China and
securing long terms strategic partnerships in Malaysia, Indonesia and Singapore. Prior to heading ESS's Asia operations, Mr. Sawhney served as the Executive
Vice President of Programming/EMG/Marketing & Network Presentation, wherein he negotiated and secured various multi-year renewals of key global and
regional rights & affiliate deals. Mr. Sawhney also previously served as the Managing Director of ESS's South Asia business based out of India. Before
joining ESS, he worked for 3 years with ITC Global Holdings. After completing his engineering degree, Mr. Sawhney worked at Eicher Tractors Ltd, a leading
Indian farm equipment company. Mr. Sawhney holds a Bachelor's degree in Mechanical Engineering from the Birla Institute of Technology & Science,
Pilani, India, and received his Masters in International Business from Indian Institute of Foreign Trade, New Delhi, India. Mr. Sawhney also served as a
member of the 28th S. E. Asia Games Steering Committee held in Singapore in June 2015.
John Hooks, aged 59, is an Independent Director of the Company. He has been working in the luxury fashion industry for over 30 years. He has held
positions in some of the sector's most influential companies. Having graduated from Oxford University in 1978, he entered the fashion industry through
Gruppo Finanziario Tessile S.p.A. (GFT) in Turin, Italy, a company with which he remained for 14 years, holding a variety of positions, including that of
Commercial Director for Valentino, President, CIDAT USA, in New York and finally as Commercial Director for GFT Asia. In this role, from 1988 to 1994, he
was responsible for the establishment of GFT's regional subsidiary companies and the distribution network in Japan, South Korea, Hong Kong, as well as
mainland China (one of the first foreign fashion companies to be present in the country) for brands including Giorgio Armani, Christian Dior, Claude
Montana, Valentino, Emanuel Ungaro, Trussardi and Pierre Cardin. In 1995, he joined Jil Sander A.G. in Hamburg, Germany, initially as Commercial Director
for Europe and Asia, before assuming global responsibility, when he was appointed Commercial and Retail Director in 1998. In 2000, Mr. Hooks was
recruited by Giorgio Armani S.p.A. as Group Commercial and Marketing Director, based at the company's Milan headquarters. In this role, he was charged
with the expansion of the company's global wholesale and retail network. He later assumed the role of deputy managing director and subsequently that of
deputy chairman of the Armani group. From 2011 to 2014, he was group President of Ralph Lauren Europe and Middle East. He is currently CEO of Pacific
Global Management.
Family Relationships
Our Executive Co-Chairmen and Directors Avram Glazer and Joel Glazer, and Directors Bryan Glazer, Kevin Glazer, Darcie Glazer Kassewitz and Edward
Glazer are siblings.
Arrangements or Understandings
None of our executive officers or directors have any arrangement or understanding with our principal shareholder, customers, suppliers or other persons
pursuant to which such executive officer or director was selected as an executive officer or director.
80
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
B. COMPENSATION
We set out below the amount of compensation paid and benefits in kind provided by us or our subsidiaries to our directors and members of the executive
management for services in all capacities to our Company or our subsidiaries for the 2015 fiscal year, as well as the amount contributed by our Company or
our subsidiaries to retirement benefit plans for our directors and members of the executive management board.
Directors and Executive Management Compensation
The compensation for each member of our executive management is comprised of the following elements: base salary, bonus, contractual benefits and
pension contributions. The total amount of compensation (including share-based payments) paid or payable and benefits in kind provided to the members of
our board of directors and our executive management employees for the fiscal year 2015 was £9.8 million. We do not currently maintain any bonus or profitsharing plan for the benefit of the members of our executive management, however, certain members of our executive management are eligible to receive
annual bonuses (including share-based awards) pursuant to the terms of their service agreements. The total amount set aside or accrued by us to provide
pension, retirement or similar benefits to our directors and our executive management employees with respect to the fiscal year 2015 was £0.1 million.
Employment or Service Agreements
We have entered into written employment or service agreements with each of the members of our executive management, which agreements provide,
among other things, for benefits upon a termination of employment. In order to align the interests of our executive management with our shareholders
members of our executive management are eligible to receive annual share-based awards (or cash and share-based awards) pursuant to our 2012 Equity
Incentive Award Plan (the "Equity Plan"). The amount of the awards will generally be subject to the discretion of our board of directors and our remuneration
committee. In order to encourage retention, the awards are eligible to become vested over a multi-year period following the date of grant. In connection with
their receipt of the awards, each member of our executive management will agree to hold a minimum of that number of Class A ordinary shares with a value
equal to such member's annual salary for so long as such member is employed by us
We have not entered into written employment or service agreements with our outside directors, including any member of the Glazer family. However, we
may in the future enter into employment or services agreements with such individuals, the terms of which may provide for, among other things, cash or equity
based compensation and benefits.
Share-Based Compensation Awards
We currently have one share-based compensation award plan, namely the 2012 Equity Incentive Award Plan, established in 2012 (the "Equity Plan").
The Equity Plan
The principal purpose of the Equity Plan is to attract, retain and motivate selected employees, consultants and non-employee directors through the
granting of share-based and cash-based compensation awards. The principal features of the Equity Plan are summarized below.
During the year ended 30 June 2015 certain directors and members of executive management were awarded Class A ordinary shares, pursuant to the
Equity Plan. These shares are subject to varying vesting schedules over a multi-year period. The fair value of these shares was the quoted market price
81
Source: Manchester United plc, 20-F, October 15, 2015
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on the date of award. Details of the share awards outstanding and therefore potentially issuable as new shares are as follows:
Number of
Class A
ordinary shares
Outstanding at beginning of the year
Awarded during the year
Vested during the year
Outstanding at the end of the year
105,425
248,847
(95,117)
259,155
The fair value of shares awarded during the year was $17.65 (£10.79) per share.
Share reserve
Under the Equity Plan, 16,000,000 shares of our Class A ordinary shares are reserved for issuance pursuant to a variety of share-based compensation
awards, including share options, share appreciation rights, or SARs, restricted share awards, restricted share unit awards, deferred share awards, deferred share
unit awards, dividend equivalent awards, share payment awards and other share-based awards. Of these reserved shares, 15,793,411 remain available for
issuance as of 9 October 2015.
Administration
The remuneration committee of our board of directors (or other committee as our board of directors may appoint) administers the Equity Plan unless our
board of directors assumes authority for administration. Subject to the terms and conditions of the Equity Plan, the administrator has the authority to select
the persons to whom awards are to be made, determines the types of awards to be granted, the number of shares to be subject to awards and the terms and
conditions of awards, and makes all other determinations and can take all other actions necessary or advisable for the administration of the Equity Plan. The
administrator is also authorized to adopt, amend or rescind rules relating to the administration of the Equity Plan. Our board of directors has the authority at
all times to remove the remuneration committee (or other applicable committee) as the administrator and reinstate itself as the authority to administer the
Equity Plan.
Eligibility
The Equity Plan provides that share options, share appreciation rights ("SARs"), restricted shares and all other awards may be granted to individuals who
will then be our non-employee directors, officers, employees or consultants or the non-employee directors, officers, employees or consultants of certain of our
subsidiaries.
Awards
The Equity Plan provides that the administrator may grant or issue share options, SARs, restricted shares, restricted share units, deferred shares, deferred
share units, dividend equivalents, share payments and other share-based awards, or any combination thereof. Each award will be set forth in a separate
agreement with the person receiving the award and will indicate the type, terms and conditions of the award.
•
Share Options provide for the right to purchase Class A ordinary shares at a specified price, and usually will become exercisable (at the
discretion of the administrator) in one or more installments after the grant date, subject to the participant's continued employment or service
with us and/or subject to the satisfaction of corporate performance targets and/or individual performance targets established by the
administrator.
82
Source: Manchester United plc, 20-F, October 15, 2015
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•
Restricted Shares may be granted to any eligible individual selected by the administrator and are made subject to such restrictions as may be
determined by the administrator. Restricted shares, typically, are forfeited for no consideration or repurchased by us at the original purchase
price (if applicable) if the conditions or restrictions on vesting are not met. The Equity Plan provides that restricted shares generally may not
be sold or otherwise transferred until the applicable restrictions are removed or expire. Recipients of restricted shares, unlike recipients of share
options, have voting rights and have the right to receive dividends, if any, prior to the time when the restrictions lapse; however, extraordinary
dividends will generally be placed in escrow, and will not be released until the restrictions are removed or expire.
•
Restricted Share Units may be awarded to any eligible individual selected by the administrator, typically without payment of consideration,
but subject to vesting conditions based on continued employment or service or on performance criteria established by the administrator. The
Equity Plan provides that, like restricted shares, restricted share units may not be sold, or otherwise transferred or hypothecated, until vesting
conditions are removed or expire. Unlike restricted shares, Class A ordinary shares underlying restricted share units are not issued until the
restricted share units have vested, and recipients of restricted share units generally have no voting or dividend rights prior to the time when
vesting conditions are satisfied and the Class A ordinary shares are issued.
•
Deferred Share Awards represent the right to receive Class A ordinary shares on a future date. The Equity Plan provides that deferred shares
may not be sold or otherwise hypothecated or transferred until issued. Deferred shares are not issued until the deferred share award has vested,
and recipients of deferred shares generally have no voting or dividend rights prior to the time when the vesting conditions are satisfied and the
Class A ordinary shares are issued. Deferred share awards generally will be forfeited, and the underlying Class A ordinary shares of deferred
shares will not be issued, if the applicable vesting conditions and other restrictions are not met.
•
Deferred Share Unit Awards may be awarded to any eligible individual selected by the administrator, typically without payment of
consideration, but subject to vesting conditions based on continued employment or service or on performance criteria established by the
administrator. Each deferred share unit award entitles the holder thereof to receive one share of our Class A ordinary shares on the date the
deferred share unit becomes vested or upon a specified settlement date thereafter. The Equity Plan provides that, like deferred shares, deferred
share units may not be sold or otherwise hypothecated or transferred until vesting conditions are removed or expire. Unlike deferred shares,
deferred share units may provide that Class A ordinary shares in respect of underlying deferred share units will not be issued until a specified
date or event following the vesting date. Recipients of deferred share units generally have no voting or dividend rights prior to the time when
the vesting conditions are satisfied and the Class A ordinary shares underlying the award have been issued to the holder.
•
Share Appreciation Rights, or SARs, may be granted in the administrator's discretion separately or in connection with share options or other
awards. SARs granted in connection with share options or other awards typically provide for payments to the holder based upon increases in
the price of our Class A ordinary shares over a set exercise price. There are no restrictions specified in the Equity Plan on the exercise of SARs
or the amount of gain realizable therefrom, although the Equity Plan provides that restrictions may be imposed by the administrator in the
SAR agreements. SARs under the Equity Plan may be settled in cash or Class A ordinary shares, or in a combination of both, at the election of
the administrator.
•
Dividend Equivalents represent the value of the dividends, if any, per Class A ordinary share paid by us, calculated with reference to the
number of Class A ordinary shares covered by the award.
83
Source: Manchester United plc, 20-F, October 15, 2015
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The Equity Plan provides that dividend equivalents may be settled in cash or Class A ordinary shares and at such times as determined by the
administrator.
•
Share Payments are payments made to employees, consultants or non-employee directors in the form of Class A ordinary shares or an option or
other right to purchase Class A ordinary shares. Share payments may be made as part of a bonus, deferred compensation or other arrangement
and may be subject to a vesting schedule, including vesting upon the attainment of performance criteria, in which case the share payment will
not be made until the vesting criteria have been satisfied. Share payments may be made in lieu of cash compensation that would otherwise be
payable to the employee, consultant or non-employee director or share payments may be made as a bonus payment in addition to
compensation otherwise payable to such individuals.
Change in control
The Equity Plan provides that the administrator may, in its discretion, provide that awards issued under the Equity Plan are subject to acceleration, cashout, termination, assumption, substitution or conversion of such awards in the event of a change in control or certain other unusual or nonrecurring events or
transactions. In addition, the administrator also has complete discretion to structure one or more awards under the Equity Plan to provide that such awards
become vested and exercisable or payable on an accelerated basis in the event such awards are assumed or replaced with equivalent awards but the
individual's service with us or the acquiring entity is subsequently terminated within a designated period following the change in control event. A change in
control event under the Equity Plan is generally defined as a merger, consolidation, reorganization or business combination in which we are involved,
directly or indirectly (other than a merger, consolidation, reorganization or business combination which results in our outstanding voting securities
immediately before the transaction continuing to represent a majority of the voting power of the acquiring company's outstanding voting securities) after
which a person or group (other than our existing equity-holders) beneficially owns more than 50% of the outstanding voting securities of the surviving entity
immediately after the transaction, or the sale, exchange or transfer of all or substantially all of our assets.
Adjustments of awards
In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, spin-off, recapitalization, distribution of our
assets to shareholders (other than normal cash dividends) or any other corporate event affecting the number of outstanding Class A ordinary shares in our
capital or the share price of our Class A ordinary shares that would require adjustments to the Equity Plan or any awards under the Equity Plan in order to
prevent the dilution or enlargement of the potential benefits intended to be made available thereunder, the Equity Plan provides that the administrator may
make equitable adjustments, as determined in its discretion, to the aggregate number and type of shares subject to the Equity Plan, the number and kind of
shares subject to outstanding awards and the terms and conditions of outstanding awards (including, without limitation, any applicable performance targets
or criteria with respect to such awards), and the grant or exercise price per share of any outstanding awards under the Equity Plan.
Amendment and termination
The Equity Plan provides that our board of directors or the remuneration committee (with the approval of the board of directors) may terminate, amend or
modify the Equity Plan at any time and from time to time. However, the Equity Plan generally requires us to obtain shareholder approval to the extent
required by applicable law, rule or regulation (including any applicable stock exchange law), including in connection with any amendments to increase the
number of shares available under the Equity Plan (other than in connection with certain corporate events, as described above).
84
Source: Manchester United plc, 20-F, October 15, 2015
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Securities laws
The Equity Plan is designed to comply with all applicable provisions of the Securities Act and the Exchange Act and, to the extent applicable, any and
all regulations and rules promulgated by the SEC thereunder. The Equity Plan is administered, and stock options will be granted and may be exercised, only
in such a manner as to conform to such laws, rules and regulations. On 13 August 2012, we filed with the SEC a registration statement on Form S-8 covering
Class A ordinary shares issuable under the Equity Plan.
UK Subplan
Our board of directors approved the 2012 UK Company Share Option UK Sub-Plan on 10 September 2013. This is a sub-plan to the Equity Plan which
allows for the grant of stock options in a tax efficient manner to employees who are UK residents. It derives its powers and authority from the Equity Plan and
does not create any enhanced or additional rights. This sub-plan does not increase the share reserve under the Equity Plan.
C. BOARD PRACTICES
Board of Directors
We currently have 12 directors, three of whom are independent directors, on our board of directors. Any director on our board may be removed by way of
an ordinary resolution of shareholders or by our shareholders holding a majority of the voting power of our outstanding ordinary shares by notice in writing
to the Company. Any vacancies on our board of directors or additions to the existing board of directors can be filled by our shareholders holding a majority
of the voting power of our outstanding ordinary shares by notice in writing to the Company. Each of our directors holds office until he resigns or is recused
from office as discussed above.
Committees of the Board of Directors and Corporate Governance
Our board of directors has established an audit committee and a remuneration committee. The composition and responsibilities of each committee are
described below. Members will serve on these committees until their resignation or until otherwise determined by our board of directors. In the future, our
board of directors may establish other committees, as it deems appropriate, to assist with its responsibilities.
Audit committee
Our audit committee consists of Messrs. Robert Leitão, Manu Sawhney and John Hooks. Our board of directors determined that Messrs. Robert Leitão,
Manu Sawhney and John Hooks satisfy the "independence" requirements set forth in Rule 10A-3 under the Exchange Act. Mr. Robert Leitão acts as chairman
of our audit committee and satisfies the criteria of an audit committee financial expert as set forth under the applicable rules of the Exchange Act. A copy of
our audit committee charter is available on our website. The inclusion of our website in this Annual Report does not include or incorporate by reference the
information on our website into this Annual Report. The audit committee oversees our accounting and financial reporting processes and the audits of our
financial statements. The audit committee is responsible for, among other things:
•
selecting our independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be
performed by our independent registered public accounting firm;
•
reviewing with our independent registered public accounting firm any audit issues or difficulties and management's response;
85
Source: Manchester United plc, 20-F, October 15, 2015
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•
discussing the annual audited financial statements with management and our independent registered public accounting firm;
•
reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of significant control
deficiencies;
•
annually reviewing and reassessing the adequacy of our audit committee charter;
•
such other matters that are specifically delegated to our audit committee by our board of directors from time to time; and
•
meeting separately and periodically with management, our internal auditors and our independent registered public accounting firm.
Remuneration committee
Our remuneration committee consists of Messrs. Joel Glazer, Avram Glazer and Robert Leitão. Mr. Joel Glazer is the chairman of our remuneration
committee. A copy of our remuneration committee charter is available on our website. The inclusion of our website in this Annual Report does not include or
incorporate by reference the information on our website into this Annual Report. The remuneration committee is responsible for, among other things:
•
determining the levels of remuneration for each of our executive officers and directors; however, no member of the remuneration committee
will participate in decisions relating to his or her remuneration;
•
establishing and reviewing the objectives of our management compensation programs and compensation policies;
•
reviewing and approving corporate goals and objectives relevant to the remuneration of senior management, including annual and long-term
performance goals and objectives;
•
evaluating the performance of members of senior management and recommending and monitoring the remuneration of members of senior
management; and
•
reviewing, approving and recommending the adoption of any equity-based or non-equity based compensation plan for our employees or
consultants and administering such plan.
We have availed ourselves of certain exemptions afforded to foreign private issuers under New York Stock Exchange rules, which exempt us from the
requirement that we have a remuneration committee composed entirely of independent directors.
86
Source: Manchester United plc, 20-F, October 15, 2015
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D. EMPLOYEES
Employees
The average monthly number of employees during the years ended 30 June 2015, 2014 and 2013, including directors, was as follows:
2015
Number
Average number of employees:
Football—players
Football—technical and coaching
Commercial
Media
Administration and other
Average monthly number of employees
2014
Number
73
89
122
89
440
813
2013
Number
79
92
138
91
469
869
82
76
125
69
391
743
We are not a signatory to any labor union collective bargaining agreement. We also engaged approximately 2,275, 2,323 and 2,395 temporary
employees in fiscal years 2015, 2014 and 2013, respectively, on a regular basis to perform, among other things, catering, security, ticketing, hospitality and
marketing services during Matchdays at Old Trafford. Compensation to full-time and temporary employees is accounted for in our employee benefit
expenses.
E. SHARE OWNERSHIP
The following table shows the number of shares owned by our directors and members of our executive management as of 9 October 2015:
Class A
Ordinary
Shares
Avram Glazer(2)(3)
Joel Glazer(2)(4)
Edward Woodward
Richard Arnold
Jamieson Reigle
Kevin Glazer(2)(5)
Bryan Glazer(2)(6)
Darcie Glazer Kassewitz(2)(7)
Edward Glazer(2)(8)
Robert Leitão
Manu Sawhney
John Hooks
%
—
—
—
—
(*)
(*)
(*)
—
—
—
—
—
—
—
Class B
Ordinary
Shares
7,000,000
7,000,000
(*)
—
(*)
—
(*)
—
—
7,000,000
—
7,000,000
—
7,000,000
—
4,000,000
—
—
—
—
—
—
%
5.65%
5.65%
—
—
—
5.65%
5.65%
5.65%
3.23%
—
—
—
% of Total
Voting
Power(1)
5.47%
5.47%
(*)
(*)
(*)
5.47%
5.47%
5.47%
3.13%
—
—
—
(1)
Percentage of total voting power represents voting power with respect to all of our Class A and Class B ordinary shares, as a single
class. The holders of our Class B ordinary shares are entitled to 10 votes per share, and holders of our Class A ordinary shares are
entitled to one vote per share.
(2)
Red Football LLC is a wholly-owned subsidiary of Red Football Limited Partnership. The general partner of Red Football Limited
Partnership is Red Football General Partner Inc. Trusts controlled by six lineal descendants of Mr. Malcolm Glazer each own an equal
number of shares of Red Football General Partner Inc., as well as an equal percentage of the limited partnership interests in
87
Source: Manchester United plc, 20-F, October 15, 2015
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Red Football Limited Partnership. These lineal descendants of Mr. Glazer are also directors of Red Football General Partner Inc. The
six lineal descendants of Mr. Glazer are Avram Glazer, Joel Glazer, Bryan Glazer, Edward Glazer, Darcie Glazer Kassewitz and Kevin
Glazer. Joel Glazer is the president of Red Football General Partner Inc. The lineal descendants of Mr. Malcolm Glazer may be deemed
to share beneficial ownership of the shares held by Red Football Limited Partnership as a result of their status as shareholders of Red
Football General Partner Inc., President of Red Football General Partner Inc. (with respect to Joel Glazer) and holders of limited
partnership interests in Red Football Limited Partnership. Information on Red Football LLC's shareholding in the Company can be
found in "Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders".
(3)
Shares owned by Avram Glazer Irrevocable Exempt Trust, of which Avram Glazer is the sole trustee.
(4)
Shares owned by Joel M. Glazer Irrevocable Exempt Trust, of which Joel Glazer is the sole trustee.
(5)
Shares owned by Kevin Glazer Irrevocable Exempt Family Trust, of which Kevin Glazer is the sole trustee.
(6)
Shares owned by Bryan G. Glazer Irrevocable Exempt Trust, of which Bryan Glazer is the sole trustee.
(7)
Shares owned by Darcie S. Glazer Irrevocable Exempt Trust, of which Darcie Glazer Kassewitz is the sole trustee.
(8)
Shares owned by Edward S. Glazer Irrevocable Exempt Trust, of which Edward Glazer is the sole trustee.
(*)
These directors and members of our executive management individually own less than 1% of our Class A ordinary shares.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. MAJOR SHAREHOLDERS
The following table shows our major shareholders (shareholders that are beneficial owners of 5% or more of each class of the Company's voting shares) as
of 9 October 2015, based on notifications made to the Company or public filings:
Class A
Ordinary
Shares
Red Football LLC(2)
Baron Capital Group, Inc
FMR LLC
Lansdowne Partners Limited
Jupiter Asset Management Limited
Avram Glazer Irrevocable Exempt Trust
Joel M. Glazer Irrevocable Exempt Trust
Kevin Glazer Irrevocable Exempt Family Trust
Bryan G. Glazer Irrevocable Exempt Trust
Darcie S. Glazer Irrevocable Exempt Trust
8,019,033
16,149,730
3,979,700
3,931,445
2,172,182
—
—
—
—
—
%
20.10%
40.48%
9.98%
9.86%
5.45%
—
—
—
—
—
Class B
Ordinary
Shares
85,000,000
—
—
—
—
7,000,000
7,000,000
7,000,000
7,000,000
7,000,000
%
68.55%
—
—
—
—
5.65%
5.65%
5.65%
5.65%
5.65%
% of Total
Voting
Power(1)
67.04%
1.26%
0.31%
0.31%
0.17%
5.47%
5.47%
5.47%
5.47%
5.47%
(1)
Percentage of total voting power represents voting power with respect to all of our Class A and Class B ordinary shares, as a single
class. The holders of our Class B ordinary shares are entitled to 10 votes per share, and holders of our Class A ordinary shares are
entitled to one vote per share.
(2)
See "Controlling Shareholder" below for further information on Red Football LLC.
88
Source: Manchester United plc, 20-F, October 15, 2015
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Since 9 October 2012, the only significant changes of which we have been notified in the percentage ownership of our shares by our major shareholders
described above were that:
•
on 31 December 2012, Blackrock Inc. made a public filing that it held 3,259,523 of our Class A ordinary shares, representing 0.25% of total
voting power;
•
on 14 February 2013, Baron Capital Group, Inc. made a public filing that it held 4,075,917 of our Class A ordinary shares, representing 0.32%
of total voting power;
•
on 23 August 2013, Avram Glazer Irrevocable Exempt Trust made a public filing that it held 3,500,000 of our Class B ordinary shares,
representing 2.73% of total voting power;
•
on 23 August 2013, Joel M. Glazer Irrevocable Exempt Trust made a public filing that it held 3,500,000 of our Class B ordinary shares,
representing 2.73% of total voting power;
•
on 23 August 2013, Kevin Glazer Irrevocable Exempt Family Trust made a public filing that it held 3,500,000 of our Class B ordinary shares,
representing 2.73% of total voting power;
•
on 23 August 2013, Bryan G. Glazer Irrevocable Exempt Trust made a public filing that it held 3,500,000 of our Class B ordinary shares,
representing 2.73% of total voting power;
•
on 23 August 2013, Darcie S. Glazer Irrevocable Exempt Trust made a public filing that it held 3,500,000 of our Class B ordinary shares,
representing 2.73% of total voting power;
•
on 23 August 2013, Edward S. Glazer Irrevocable Exempt Trust made a public filing that it held 3,500,000 of our Class B ordinary shares,
representing 2.73% of total voting power;
•
on 14 August 2014, Tybourne Capital Management (HK) Limited made a public filing that it held 3,060,052 of our Class A ordinary shares,
representing 0.24% of total voting power;
•
on 6 August 2014, Blackrock Inc. made a public filing that it held 2,965,726 of our Class A ordinary shares, representing 0.23% of total voting
power;
•
on 14 August 2014, Lansdowne Partners Limited made a public filing that it held 2,731,445 of our Class A ordinary shares, representing
0.21% of total voting power;
•
on 9 September 2014, FMR LLC made a public filing that it held 3,981,000 of our Class A ordinary shares, representing 0.31% of total voting
power;
•
on 10 September 2014, Baron Capital Group, Inc. made a public filing that it held 15,026,190 of our Class A ordinary shares, representing
1.17% of total voting power;
•
on 12 December 2014, the Edward S. Glazer Irrevocable Exempt Trust made a public filing that it held 450,000 of our Class A ordinary shares
and 50,000 of our Class B ordinary shares, representing 0.07% of total voting power;
•
on 30 January 2015, Blackrock, Inc. made a public filing that it held 2,411,645 of our Class A ordinary shares, representing 0.19% of total
voting power;
•
on 13 February 2015, Tybourne Capital Management (HK) Limited made a public filing that it no longer held any of our Class A ordinary
shares;
•
on 13 February 2015, FMR LLC made a public filing that it held 3,977,700 of our Class A ordinary shares, representing 0.31% of total voting
power;
•
on 17 February 2015, Lansdowne Partners (UK) LLP made a public filing that it held 3,931,445 of our Class A ordinary shares, representing
0.31% of total voting power;
•
on 17 February 2015, Baron Capital Group, Inc. made a public filing that it held 16,094,792 of our Class A ordinary shares, representing
1.26% of total voting power;
89
Source: Manchester United plc, 20-F, October 15, 2015
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•
on 17 February 2015, Red Football LLC made a public filing that it held 7,569,033 of our Class A ordinary shares and 106,450,000 of our
Class B ordinary shares, representing 83.77% of total voting power;
•
on 20 February 2015, Jupiter Asset Management Limited made a public filing that it held 2,172,182 of our Class A ordinary shares,
representing 0.17% of total voting power;
•
on 10 March 2015, Blackrock, Inc. made a public filing that it held 908,760 of our Class A ordinary shares, representing 0.07% of total voting
power;
•
on 14 August 2015, Avram Glazer Irrevocable Exempt Trust made a public filing that it held 7,000,000 of our Class B ordinary shares,
representing 5.47% of total voting power;
•
on 14 August 2015, Joel M. Glazer Irrevocable Exempt Trust made a public filing that it held 7,000,000 of our Class B ordinary shares,
representing 5.47% of total voting power;
•
on 14 August 2015, Kevin Glazer Irrevocable Exempt Family Trust made a public filing that it held 7,000,000 of our Class B ordinary shares,
representing 5.47% of total voting power;
•
on 14 August 2015, Bryan G. Glazer Irrevocable Exempt Trust made a public filing that it held 7,000,000 of our Class B ordinary shares,
representing 5.47% of total voting power;
•
on 14 August 2015, Darcie S. Glazer Irrevocable Exempt Trust made a public filing that it held 7,000,000 of our Class B ordinary shares,
representing 5.47% of total voting power;
•
on 14 August 2015, Edward S. Glazer Irrevocable Exempt Trust made a public filing that it held 4,000,000 of our Class B ordinary shares,
representing 3.13% of total voting power;
•
On 13 August 2015, Landsdowne Partners (UK) LLP made a public filing that it held 3,931,445 of our Class A ordinary shares, representing
0.31% of total voting power;
•
On 14 August 2015, Baron Capital Group Inc. made a public filing that it held 16,149,730 of our Class A ordinary shares, representing 1.26%
of total voting power; and
•
On 25 August 2015, FMR LLC made a public filing that it held 3,979,700 of our Class A ordinary shares, representing 0.31% of total voting
power.
U.S. Resident Shareholders of Record
As a number of our shares are held in book-entry form, we are not aware of the identity of all our shareholders. As of 9 October 2015, we had 39,890,254
Class A ordinary shares held by 2,346 U.S. resident shareholders of record, representing approximately 3.12% of total voting power and 124,000,000 Class B
ordinary shares held by seven U.S. resident shareholders of record, representing approximately 96.88% of total voting power.
Controlling Shareholder
Our controlling shareholder is Red Football LLC, a Delaware limited liability company. Red Football LLC is a wholly-owned subsidiary of Red Football
Limited Partnership. The general partner of Red Football Limited Partnership is Red Football General Partner Inc. Trusts controlled by six lineal descendants
of Mr. Malcolm Glazer each own an equal number of shares of Red Football General Partner Inc., as well as an equal percentage of the limited partnership
interests in Red Football Limited Partnership. These lineal descendants of Mr. Glazer are also directors of Red Football General Partner Inc. The six lineal
descendants of Mr. Glazer are Avram Glazer, Joel Glazer, Bryan Glazer, Edward Glazer, Darcie Glazer Kassewitz and Kevin Glazer. Joel Glazer is the president
of Red Football General Partner Inc. The lineal descendants of Mr. Malcolm Glazer may be deemed to share beneficial ownership of the shares held by Red
Football Limited Partnership as a result of their status
90
Source: Manchester United plc, 20-F, October 15, 2015
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as shareholders of Red Football General Partner Inc., President of Red Football General Partner Inc. (with respect to Joel Glazer) and holders of limited
partnership interests in Red Football Limited Partnership.
As of 9 October 2015, Red Football LLC owned 8,019,033 of our Class A ordinary shares and 85,000,000 of our Class B ordinary shares, representing in
total 67.04% of total voting power.
Shareholders' Arrangements
As of 9 October 2015, the Company was not aware of any shareholders' arrangements which may result in a change of control of the Company.
B. RELATED PARTY TRANSACTIONS
Senior Secured Notes Held by Kevin Glazer
Mr. Kevin Glazer, a Director on our board of directors, and certain members of his immediate family acquired a portion of our outstanding 2017 Dollar
Notes in an aggregate principal amount of $10,600,000 in open market transactions in October 2010 and January 2011 (the "Relevant Notes"). Mr. Kevin
Glazer and certain members of his immediate family ceased to hold any Relevant Notes on 26 June 2015 when the 2017 Dollar Notes were repaid in full. The
Relevant Notes paid interest at a rate of 8 3 / 8 % and were subject to the other terms and conditions as described therein. The terms of the Relevant Notes and
the repayment thereof were on an arm's length basis. They were acquired for general investment purposes.
ITEM 8. FINANCIAL INFORMATION
A. CONSOLIDATED FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION
Consolidated Financial Statements
See "Item 18. Financial Statements."
Legal and Arbitration Proceedings
There have been no governmental, judicial or arbitration proceedings (including any such proceedings which are pending or threatened of which we are
aware) during the period between 1 July 2012 and the date of this Annual Report which may have, or have had in the recent past, significant effects on our
financial position and profitability.
Dividend Policy
We have not paid a dividend on our Class A ordinary shares or Class B ordinary shares since our IPO. On 17 September 2015, however, our board of
directors announced that it had approved the payment of a regular quarterly cash dividend on our outstanding Class A and Class B ordinary shares beginning
in the first quarter of fiscal year 2016, with the first dividend of $0.045 per share payable on 15 October 2015 to holders of record of our Class A and Class B
ordinary shares on 30 September 2015. We expect to continue paying regular dividends to our Class A ordinary shareholders and Class B ordinary
shareholders from our operating cash flows. The declaration and payment of any future quarterly dividends, however, will be at the sole discretion of our
board of directors or a committee thereof based on its consideration of numerous factors, including our operating results, financial condition and anticipated
capital requirements, in addition to the various other considerations discussed below.
If we do pay a cash dividend on our Class A ordinary shares and Class B ordinary shares in the future, we will pay such dividend out of our profits or
share premium (subject to solvency
91
Source: Manchester United plc, 20-F, October 15, 2015
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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 decision by our board of directors (or a committee thereof) to declare and pay dividends in the future and 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 new revolving credit facility, our secured term loan facility and the note purchase agreement governing our 2027 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 and Class B ordinary shares for the foreseeable future. See "Item 5. Operating
and Financial Review and Prospects—B. Liquidity and Capital Resources—Indebtedness." As a consequence of these limitations and restrictions, we may
not be able to make, or may have to reduce or eliminate, the payment of dividends on our Class A ordinary shares and Class B ordinary shares.
Any dividends we declare in the future 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 25 April 2012, we made a distribution of £10.0 million to our principal shareholder.
B. SIGNIFICANT CHANGES
Playing Registrations
The playing registrations of certain footballers have been disposed of, subsequent to 30 June 2015, for total proceeds, net of associated costs, of
£53,363,000. The associated net book value was £58,546,000.
Subsequent to 30 June 2015 the playing registrations of certain players were acquired or extended for a total consideration, including associated costs, of
£107,856,000.
ITEM 9. THE OFFER AND LISTING
Price History of Stock
Ordinary shares listed on the New York Stock Exchange
Our shares were approved for listing on the New York Stock Exchange on 10 August 2012. Prior to this listing, no public market existed for our ordinary
shares. The table below shows the quoted high
92
Source: Manchester United plc, 20-F, October 15, 2015
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and low closing sales prices in US dollars on the New York Stock Exchange for our shares for the indicated periods.
Per Share
High
Low
(in USD)
Annual
FY 2015
FY 2014
FY 2013 (10 August 2012 through 30 June 2013)
Quarterly
FY 2016
First Quarter
Second Quarter (through 13 October 2015)
FY2015
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
FY2014
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Monthly
2015
March
April
May
June
July
August
September
October (through 13 October 2015)
19.63
18.78
19.04
14.78
14.47
12.18
18.80
17.74
17.13
17.30
19.63
16.58
17.41
18.42
15.19
14.78
15.26
15.15
17.85
17.54
17.24
18.78
16.13
15.15
14.47
15.86
16.45
16.06
17.07
18.42
18.48
18.80
18.50
17.74
15.42
15.52
15.15
16.27
17.16
17.57
17.13
17.30
Markets
We are incorporated under the Companies Law (2011 Revision) of the Cayman Islands, as amended and restated from time to time and our shares are
listed on the New York Stock Exchange under the symbol "MANU". As of 9 October 2015 we had 163,892,289 ordinary shares listed (comprising 39,892,289
Class A ordinary shares and 124,000,000 Class B ordinary shares).
ITEM 10. ADDITIONAL INFORMATION
A. SHARE CAPITAL
Not applicable.
B. MEMORANDUM AND ARTICLES OF ASSOCIATION AND OTHER SHARE INFORMATION
A copy of our amended and restated memorandum and articles of association is attached as Exhibit 1.1 to this Annual Report. The information called for
by this Item has been reported previously in our Registration Statement on Form F-1 (File No. 333-182535), filed with the SEC on 3 July 2012, as amended,
under the heading "Description of Share Capital," and is incorporated by reference into this Annual Report.
93
Source: Manchester United plc, 20-F, October 15, 2015
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C. MATERIAL CONTRACTS
The following is a summary of each material contract, other than material contracts entered into in the ordinary course of business, to which we are or
have been a party, for the two years immediately preceding the date of this Annual Report:
•
Agreement, dated 19 May 2008, between The Royal Bank of Scotland plc, as agent for National Westminster Bank plc, and Alderley Urban
Investments. A copy of the Agreement is included as Exhibit 4.1 to this Annual Report.
•
Amendment and Restatement Agreement relating to the Secured Term Facility, dated 11 August 2014, between Red Football Limited and
Bank of America, N.A., as Agent and Original Lender. A copy of the Agreement is included as Exhibit 4.2 to this Annual Report.
•
Amendment and Restatement Agreement relating to the Secured Term Facility, dated 15 May 2015, among Red Football Limited, Bank of
America, N.A., as Original Agent, and Bank of America Merrill Lynch International Limited, as Agent and Lender. A copy of the Agreement is
included as Exhibit 4.3 to this Annual Report.
•
New Revolving Facilities Agreement, dated 22 May 2015, among Red Football Limited, MU Finance plc, the guarantors party thereto, Bank of
America, N.A., as Arranger, the Original Lenders named therein, and Bank of America Merrill Lynch International Limited, as Agent and
Security Trustee. A copy of the Agreement is included as Exhibit 4.4 to this Annual Report.
•
Note Purchase Agreement, dated 27 May 2015, among MU Finance plc, the guarantors party thereto, the purchasers listed therein and the
Bank of New York Mellon, as Paying Agent. A copy of the Agreement is included as Exhibit 4.5 to this Annual Report.
•
Term Facility Amendment Letter, dated 26 June 2015, between Red Football Limited and Bank of America Merrill Lynch International
Limited, as Agent and Lender. A copy of the Letter is included as Exhibit 4.6 to this Annual Report.
•
Second Term Facility Amendment Letter, dated 11 September 2015, between Red Football Limited and Bank of America Merrill Lynch
International Limited, as Agent and Lender. A copy of the Letter is included as Exhibit 4.7 to this Annual Report.
•
Revolving Facilities Amendment Letter, dated 7 October 2015, between Red Football Limited and Bank of America Merrill Lynch
International Limited, as Agent and Lender. A copy of the Agreement is included as Exhibit 4.8 to this Annual Report.
•
Premier League Handbook, Season 2014/15. As a member of the Football Association Premier League, we are subject to the terms of the
Premier League Handbook, Season 2014/15. A copy of the Handbook is included as Exhibit 4.10 to this Annual Report.
•
Premier League Handbook, Season 2015/16. As a member of the Football Association Premier League, we are subject to the terms of the
Premier League Handbook, Season 2015/16. A copy of the Handbook is included as Exhibit 4.11 to this Annual Report.
D. EXCHANGE CONTROLS
There are no Cayman Islands exchange control regulations that would affect the import or export of capital or the remittance of dividends, interest or
other payments to non-resident holders of our shares.
94
Source: Manchester United plc, 20-F, October 15, 2015
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E. TAXATION
The following is a summary of material US federal income tax consequences relevant to US Holders and Non-US Holders (each as defined below)
acquiring, holding and disposing of the Company's Class A ordinary shares. This summary is based on the Code, final, temporary and proposed US Treasury
regulations and administrative and judicial interpretations, all of which are subject to change, possibly with retroactive effect. Furthermore, we can provide
no assurance that the tax consequences contained in this summary will not be challenged by the Internal Revenue Service (the "IRS") or will be sustained by
a court if challenged.
This summary does not discuss all aspects of US federal income taxation that may be relevant to investors in light of their particular circumstances, such
as investors subject to special tax rules, including without limitation the following, all of whom may be subject to tax rules that differ significantly from
those summarized below:
•
financial institutions;
•
insurance companies;
•
dealers in stocks, securities, or currencies or notional principal contracts;
•
regulated investment companies;
•
real estate investment trusts;
•
tax-exempt organizations;
•
partnerships and other pass-through entities, or persons that hold Class A ordinary shares through pass-through entities;
•
investors that hold Class A ordinary shares as part of a straddle, conversion, constructive sale or other integrated transaction for US federal
income tax purposes;
•
US holders that have a functional currency other than the US dollar; and
•
US expatriates and former long-term residents of the United States.
This summary does not address alternative minimum tax consequences or non-income tax consequences, such as estate or gift tax consequences, and
does not address state, local or non-US tax consequences. This summary only addresses investors that will acquire Class A ordinary shares in this offering,
and it assumes that investors will hold their Class A ordinary shares as capital assets (generally, property held for investment).
For purposes of this summary, a "US Holder" is a beneficial owner of the Company's Class A ordinary shares that is, for US federal income tax purposes:
•
an individual who is a citizen or resident of the United States,
•
a corporation created in, or organized under the laws of, the United States, any state thereof or the District of Columbia,
•
an estate the income of which is includible in gross income for US federal income tax purposes regardless of its source, or
•
a trust that (i) is subject to the primary supervision of a US court and the control of one or more US persons or (ii) has a valid election in effect
under applicable Treasury regulations to be treated as a US person.
A "Non-US Holder" is a beneficial owner of the Company's Class A ordinary shares that is not a US Holder.
95
Source: Manchester United plc, 20-F, October 15, 2015
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If an entity treated as a partnership for US federal income tax purposes holds the Company's Class A ordinary shares, the tax treatment of a partner in the
partnership generally will depend upon the status of the partner and the activities of the partnership. Partners of partnerships considering an investment in the
Class A ordinary shares are encouraged to consult their tax advisors regarding the tax consequences of the ownership and disposition of Class A ordinary
shares.
Treatment of the Company as a Domestic Corporation for US Federal Income Tax Purposes
Even though the Company is organized as a Cayman Islands exempted company, due to the circumstances of its formation and the application of
Section 7874 of the Code, the Company reports as a domestic corporation for US federal income tax purposes. This has implications for all shareholders; the
Company is subject to US federal income tax as if it were a US corporation, and distributions made by the Company are generally treated as US-source
dividends and generally subject to US dividend withholding tax.
US Holders
Distributions
Distributions made by the Company in respect of its Class A ordinary shares will be treated as US-source dividends includible in the gross income of a
US Holder as ordinary income to the extent of the Company's current and accumulated earnings and profits, as determined under US federal income tax
principles. To the extent the amount of a distribution exceeds the Company's current and accumulated earnings and profits, the distribution will be treated
first as a non-taxable return of capital to the extent of a US Holder's adjusted tax basis in the Class A ordinary shares and thereafter as gain from the sale of
such shares. Subject to applicable limitations and requirements, dividends received on the Class A ordinary shares generally should be eligible for the
"dividends received deduction" available to corporate shareholders. A dividend paid by the Company to a non-corporate US Holder generally will be eligible
for preferential rates if certain holding period requirements are met.
The US dollar value of any distribution made by the Company in foreign currency will be calculated by reference to the exchange rate in effect on the
date of the US Holder's actual or constructive receipt of such distribution, regardless of whether the foreign currency is in fact converted into US dollars. If the
foreign currency is converted into US dollars on such date of receipt, the US Holder generally will not recognize foreign currency gain or loss on such
conversion. If the foreign currency is not converted into US dollars on the date of receipt, such US Holder will have a basis in the foreign currency equal to its
US dollar value on the date of receipt. Any gain or loss on a subsequent conversion or other taxable disposition of the foreign currency generally will be USsource ordinary income or loss to such US Holder.
Sale or other disposition
A US Holder will recognize gain or loss for US federal income tax purposes upon a sale or other taxable disposition of its Class A ordinary shares in an
amount equal to the difference between the amount realized from such sale or disposition and the US Holder's adjusted tax basis in the Class A ordinary
shares. A US Holder's adjusted tax basis in the Class A ordinary shares generally will be the US Holder's cost for the shares. Any such gain or loss generally
will be US-source capital gain or loss and will be long-term capital gain or loss if, on the date of sale or disposition, such US Holder held the Class A ordinary
shares for more than one year. Long-term capital gains derived by non-corporate US Holders are eligible for taxation at reduced rates. The deductibility of
capital losses is subject to significant limitations.
96
Source: Manchester United plc, 20-F, October 15, 2015
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Information reporting and backup withholding
Payments of dividends on or proceeds arising from the sale or other taxable disposition of Class A ordinary shares generally will be subject to
information reporting and backup withholding if a US Holder (i) fails to furnish such US Holder's correct US taxpayer identification number (generally on IRS
Form W-9), (ii) furnishes an incorrect US taxpayer identification number, (iii) is notified by the IRS that such US Holder has previously failed to properly
report items subject to backup withholding, or (iv) fails to certify under penalty of perjury that such US Holder has furnished its correct US taxpayer
identification number and that the IRS has not notified such US Holder that it is subject to backup withholding.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a credit against a
US Holder's US federal income tax liability or will be refunded, if the US Holder furnishes the required information to the IRS in a timely manner.
Non-US Holders
Distributions
Subject to the discussion under "—Foreign Account Tax Compliance Act" below, distributions treated as dividends (see "—US Holders—Distributions"
above) by the Company to Non-US Holders will be subject to US federal withholding tax at a 30% rate, except as may be provided by an applicable income
tax treaty. To obtain a reduced rate of US federal withholding under an applicable income tax treaty, a Non-US Holder will be required to certify its
entitlement to benefits under the treaty, generally on a properly completed IRS Form W-8BEN or W-8BEN-E, as applicable.
However, dividends that are effectively connected with a Non-US Holder's conduct of a trade or business within the United States and, where required by
an income tax treaty, are attributable to a permanent establishment or fixed base of the Non-US Holder, are not subject to the withholding tax described in the
previous paragraph, but instead are subject to US federal net income tax at graduated rates, provided the Non-US Holder complies with applicable
certification and disclosure requirements, generally by providing a properly completed IRS Form W-8ECI. Non-US Holders that are corporations may also be
subject to an additional branch profits tax at a 30% rate, except as may be provided by an applicable income tax treaty.
Sale or other disposition
Subject to the discussion under "—Foreign Account Tax Compliance Act" below, a Non-US Holder will not be subject to US federal income tax in
respect of any gain on a sale or other disposition of the Class A ordinary shares unless:
•
the gain is effectively connected with the Non-US Holder's conduct of a trade or business within the United States and, where required by an
income tax treaty, is attributable to a permanent establishment or fixed base of the Non-US Holder;
•
the Non-US Holder is an individual who is present in the United States for 183 days or more in the taxable year of the sale or other disposition
and certain other conditions are met; or
•
the Company is or has been a "US real property holding corporation" during the shorter of the five-year period preceding the disposition and
the Non-US Holder's holding period for the Class A ordinary shares.
Non-US Holders described in the first bullet point above will be subject to tax on the net gain derived from the sale under regular graduated US federal
income tax rates and, if they are foreign corporations, may be subject to an additional "branch profits tax" at a 30% rate or such lower rate as may be specified
by an applicable income tax treaty. Non-US Holders described in the second bullet
97
Source: Manchester United plc, 20-F, October 15, 2015
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point above will be subject to a flat 30% tax on any gain derived on the sale or other taxable disposition, which gain may be offset by certain US-source
capital losses. The Company is not, and does not anticipate becoming, a "US real property holding corporation" for US federal income tax purposes.
Information reporting and backup withholding
Generally, the Company must report annually to the IRS and to Non-US Holders the amount of distributions made to Non-US Holders and the amount of
any tax withheld with respect to those payments. Copies of the information returns reporting such distributions and withholding may also be made available
to the tax authorities in the country in which a Non-US Holder resides under the provisions of an applicable income tax treaty or tax information exchange
agreement.
A Non-US Holder will generally not be subject to backup withholding with respect to payments of dividends, provided the Company receives a properly
completed statement to the effect that the Non-US Holder is not a US person and the Company does not have actual knowledge or reason to know that the
holder is a US person. The requirements for the statement will be met if the Non-US Holder provides its name and address and certifies, under penalties of
perjury, that it is not a US person (which certification may generally be made on IRS Form W-8BEN or W-8BEN-E) or if a financial institution holding the
Class A ordinary shares on behalf of the Non-US Holder certifies, under penalties of perjury, that such statement has been received by it and furnishes the
Company or its paying agent with a copy of the statement.
Except as described below under "—Foreign Account Tax Compliance Act", the payment of proceeds from a disposition of Class A ordinary shares to or
through a non-US office of a non-US broker will not be subject to information reporting or backup withholding unless the non-US broker has certain types of
relationships with the United States. In the case of a payment of proceeds from the disposition of Class A ordinary shares to or through a non-US office of a
broker that is either a US person or such a US-related person, US Treasury regulations require information reporting (but not backup withholding) on the
payment unless the broker has documentary evidence in its files that the Non-US Holder is not a US person and the broker has no knowledge to the contrary.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a
Non-US Holder's US federal income tax liability, provided the required information is timely furnished to the IRS.
Foreign Account Tax Compliance Act
Legislation incorporating provisions referred to as the Foreign Account Tax Compliance Act ("FATCA") was enacted on 18 March 2010. Pursuant to
FATCA, withholding taxes may apply to certain types of payments made to "foreign financial institutions" (as defined under those rules) and certain other
non-US entities. The failure to comply with additional certification, information reporting and other specified requirements could result in a withholding tax
being imposed on payments of dividends and sales proceeds to foreign intermediaries and certain Non-US Holders. A 30% withholding tax may be imposed
on dividends on, or gross proceeds from the sale or other disposition of, our Class A ordinary shares paid to a foreign financial institution or to a nonfinancial foreign entity, unless (i) the foreign financial institution undertakes certain diligence and reporting obligations, (ii) the non-financial foreign entity
either certifies it does not have any substantial US owners or furnishes identifying information regarding each substantial US owner, or (iii) the foreign
financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is
subject to the diligence and reporting requirements in clause (i) above, it generally must enter into an agreement with the US Treasury requiring, among other
things, that it undertake to identify accounts held by certain US persons or US-owned foreign entities,
98
Source: Manchester United plc, 20-F, October 15, 2015
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annually report certain information about such accounts and withhold 30% on payments to non-compliant foreign financial institutions and certain other
account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States concerning FATCA
may be subject to different rules.
Under the applicable Treasury regulations and administrative guidance, the withholding provisions described above generally apply to payments of
dividends on our Class A ordinary shares and will apply to payments of gross proceeds from a sale or other disposition of Class A ordinary shares on or after
1 January 2019. Prospective investors are encouraged to consult their tax advisors regarding the potential application of withholding under FATCA to an
investment in our Class A ordinary shares.
Material Cayman Islands Tax Considerations
There is, at present, no direct taxation in the Cayman Islands and interest, dividends and gains payable to the Company will be received free of all
Cayman Islands taxes. The Company has received an undertaking from the Governor in Cabinet of the Cayman Islands to the effect that, for a period of
twenty years from the date of such undertaking, no law that thereafter is enacted in the Cayman Islands imposing any tax or duty to be levied on profits,
income or on gains or appreciation, or any tax in the nature of estate duty or inheritance tax, will apply to any property comprised in or any income arising
under the Company, or to the shareholders thereof, in respect of any such property or income.
F.
DIVIDENDS AND PAYING AGENTS
We have not paid a dividend on our Class A ordinary shares or Class B ordinary shares since our IPO. On 17 September 2015, however, our board of
directors announced that it had approved the payment of a regular quarterly cash dividend on our outstanding Class A and Class B ordinary shares beginning
in the first quarter of fiscal year 2016. The first dividend of $0.045 per share will be payable on 15 October 2015 to holders of record of our Class A and
Class B ordinary shares on 30 September 2015. We have appointed American Stock Transfer & Trust Company as the paying agent for any dividends payable
on our Class A ordinary shares and Class B ordinary shares in the United States.
While our dividend policy contemplates a quarterly dividend, we have no specific procedure for setting the date of any dividend entitlement, though we
will set a record date for stock ownership to determine entitlement to any dividends that may be declared from time to time, in accordance with applicable
laws, rules and regulations. The declaration and payment of future quarterly dividends, if any, will be at the sole discretion of our board of directors or a
committee thereof based on its consideration of numerous factors, including our operating results, financial condition and anticipated capital requirements
and the additional factors discussed above. See "Item 8. Financial Information—A. Consolidated Financial Statements and Other Financial Information—
Dividend Policy."
G. STATEMENTS BY EXPERTS
Not applicable.
H. DOCUMENTS ON DISPLAY
You may read and copy any reports or other information that we file at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an
Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that
site is www.sec.gov.
We also make available on our website, free of charge, our annual reports on Form 20-F and the text of our reports on Form 6-K, including any
amendments to these reports, as well as certain other
99
Source: Manchester United plc, 20-F, October 15, 2015
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SEC filings, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Our website address is www.manutd.com. The
information contained on our website is not incorporated by reference in this document.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk
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 31 to our audited consolidated financial statements as of
30 June 2015 and 2014 and for the years ended 30 June 2015, 2014 and 2013 included elsewhere in this Annual Report 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:
Currency risk
We are exposed to both translational and transactional risk of fluctuations in foreign exchange rates. A significant currency risk we face relates to the
revenue received in Euros as a result of participation in European competitions. 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. We seek to hedge the foreign exchange risk on future US dollar
revenues whenever possible using our US dollar net borrowings as the hedging instrument. The foreign exchange gains or losses arising on retranslation of
our US dollar net borrowings used in the hedge are initially recognized in other comprehensive income, rather than being recognized in the income statement
immediately. Amounts previously recognized in other comprehensive income and accumulated in a hedging reserve are subsequently reclassified into the
income statement in the same accounting period, and within the same income statement line (i.e. Commercial revenue), as the underlying future US dollar
revenues. The foreign exchange gains or losses arising on re-translation of our unhedged US dollar borrowings are recognized in the income statement
immediately.
As of 30 June 2015, the amount accumulated in the hedging reserve relating to the above hedge was a credit of £7.4 million (this amount is stated gross
before deducting related tax).
Based on exchange rates existing as of 30 June 2015, a 10% appreciation of pounds sterling compared to the US dollar would have resulted in a credit to
the hedging reserve of approximately £27.2 million for the year ended 30 June 2015. Conversely, a 10% depreciation of pounds sterling compared to the US
dollar would have resulted in a debit to the hedging reserve of approximately £33.3 million for the year ended 30 June 2015.
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 economically hedge future payments and receipts at the point it becomes reasonably certain that the payments will be made or the revenue will be
received. When hedging revenue is to be received, we also take account of the credit risk of the counterparty.
Interest rate risk
Our interest rate risk relates to changes in interest rates for borrowings. Borrowings issued at variable interest rates expose us to cash flow interest rate
risk. Borrowings issued at fixed rates expose
100
Source: Manchester United plc, 20-F, October 15, 2015
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us to fair value interest rate risk. Our borrowings under our new revolving credit facility, our secured term loan facility and our Alderley facility bear interest
at variable rates. As of 30 June 2015, we had £140.2 million of variable rate indebtedness outstanding under our secured term loan facility and £4.9 million
of variable rate indebtedness outstanding under our Alderley credit facility. We manage our cash flow interest rate risk, where appropriate, using interest rate
swaps at contract lengths consistent with the repayment schedule of the borrowings. Such interest rate swaps have the economic effect of converting
borrowings from floating rates to fixed rates. Consequently, a hypothetical one percentage point increase in interest rates on our variable rate indebtedness
would not have a material impact on our annual interest expense.
Other than as disclosed herein, we have no additional hedging policies.
Derivative Financial Instruments
Foreign currency forward contracts
We enter into foreign currency forward contracts to purchase and sell foreign currency in order to minimize the impact of currency movements on our
financial performance primarily for our exposure to Broadcasting revenue received in Euros for our participation in European competitions and Commercial
revenue received in US dollars for certain sponsorship contracts.
Interest rate swaps
We have interest rate swaps in place in respect of our secured term loan facility. As of 30 June 2015, the fair value of outstanding interest rate swaps was a
net liability of £0.1 million.
Embedded foreign exchange derivatives
We have a number of currency based embedded derivatives in host Commercial revenue contracts. These are separately recognized in the financial
statements at fair value since they are not closely related to the host contract. As of 30 June 2015, the fair value of such derivatives was a net liability of
£5.6 million.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A. DEBT SECURITIES
Not applicable.
B. WARRANTS AND RIGHTS
Not applicable.
C. OTHER SECURITIES
Not applicable.
D. AMERICAN DEPOSITARY SHARES
Not applicable.
101
Source: Manchester United plc, 20-F, October 15, 2015
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PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
None.
ITEM 15. CONTROLS AND PROCEDURES
We have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) under the supervision and the participation of the executive board of
management, which is responsible for the management of the internal controls, and which includes the Principal Executive Officer and the Principal
Financial Officer. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human
error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide
reasonable assurance of achieving their control objectives. Based upon our evaluation as of 30 June 2015, the Principal Executive Officer and Principal
Financial Officer have concluded that the disclosure controls and procedures (i) were effective at a reasonable level of assurance as of the end of the period
covered by this Annual Report on Form 20-F in ensuring that information required to be recorded, processed, summarized and reported in the reports that are
filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and
forms and (ii) were effective at a reasonable level of assurance as of the end of the period covered by this Annual Report on Form 20-F in ensuring that
information to be disclosed in the reports that are filed or submitted under the Exchange Act is accumulated and communicated to the management of the
Company, including the Principal Executive Officer and the Principal Financial Officer, to allow timely decisions regarding required disclosure.
Management's Annual Report on Internal Control over Financial Reporting
Our executive board of management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal
control over financial reporting is a process designed, under the supervision of the Principal Executive Officer and the Principal Financial Officer, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in
accordance with generally accepted accounting principles.
Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail,
accurately and fairly, reflect transactions and dispositions of assets, provide reasonable assurance that transactions are recorded in the manner necessary to
permit the preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are only
carried out in accordance with the authorization of our executive board of management and directors, and provide reasonable assurance regarding the
prevention or timely detection of any unauthorized acquisition, use or disposition of our assets and that could have a material effect on our financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Moreover, projections of any
evaluation of the effectiveness of internal control
102
Source: Manchester United plc, 20-F, October 15, 2015
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to future periods are subject to a risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the
policies or procedures may deteriorate.
Our executive board of management has assessed the effectiveness of internal control over financial reporting based on the Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 2013. Based on this assessment, our executive board
of management has concluded that our internal control over financial reporting as of 30 June 2015 was effective.
This Annual Report does not include an attestation report of the Company's registered public accounting firm because we qualify as an emerging growth
company and, as such, are exempt from such attestation.
Changes in Internal Control over Financial Reporting
During the period covered by this report, we have not made any change to our internal control over financial reporting that have materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that Mr. Robert Leitão satisfies the "independence" requirements set forth in Rule 10A-3 under the Exchange Act.
Our board of directors has also determined that Mr. Robert Leitão is an "audit committee financial expert" as defined in Item 16A of Form 20-F under the
Exchange Act.
ITEM 16B. CODE OF ETHICS
We have adopted a Code of Business Conduct and Ethics that applies to all our employees, officers and directors, including our principal executive,
principal financial and principal accounting officers. Our code of Business Conduct and Ethics addresses, among other things, competition and fair dealing,
conflicts of interest, financial matters and external reporting, company funds and assets, confidentiality and corporate opportunity requirements and the
process for reporting violations of the Code of Business Conduct and Ethics, employee misconduct, conflicts of interest or other violations. Our Code of
Business Conduct and Ethics is intended to meet the definition of "code of ethics" under Item 16B of 20-F under the Exchange Act.
Our Code of Business Conduct and Ethics is available on our website at http://ir.manutd.com/. The information contained on our website is not
incorporated by reference in this Annual Report.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
PricewaterhouseCoopers LLP ("PwC") acted as our independent auditor for the fiscal years ended 30 June 2015 and 2014. The table below sets out the
total amount billed to us by PwC, for services performed in the years ended 30 June 2015 and 2014, and breaks down these amounts by category of service:
2015
£'000
Audit Fees
Tax Fees
All Other Fees
Total
405
243
609
1,257
2014
£'000
316
159
244
719
103
Source: Manchester United plc, 20-F, October 15, 2015
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Audit Fees
Audit fees for the years ended 30 June 2015 and 2014 were related to the audit of our consolidated and subsidiary financial statements and other audit or
interim review services provided in connection with statutory and regulatory filings or engagements.
Tax Fees
Tax fees for the years ended 30 June 2015 and 2014 were related to tax compliance and tax planning services.
All Other Fees
All other fees in the year ended 30 June 2015 were related to professional services rendered in connection with public sales of our Class A ordinary
shares by Red Football LLC and the Edward S. Glazer Irrevocable Exempt Trust, the debt refinancing in June 2015 and other corporate compliance matters.
All other fees in the year ended 30 June 2014 related to services in connection with corporate compliance matters.
Pre-Approval Policies and Procedures
The advance approval of the Audit Committee or members thereof, to whom approval authority has been delegated, is required for all audit and nonaudit services provided by our auditors.
All services provided by our auditors are approved in advance by either the Audit Committee or members thereof, to whom authority has been delegated,
in accordance with the Audit Committee's pre-approval policy.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER
Not applicable.
ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
None.
ITEM 16G. CORPORATE GOVERNANCE
Our Class A ordinary shares are listed on the New York Stock Exchange. We believe the following to be the significant differences between our corporate
governance practices and those applicable to US companies under the New York Stock Exchange listing standards.
In general, under the New York Stock Exchange corporate governance standards, foreign private issuers, as defined under the Exchange Act, are
permitted to follow home country corporate governance practices instead of the corporate governance practices of the New York Stock Exchange.
Accordingly, we follow certain corporate governance practices of our home country, the Cayman Islands, in lieu of certain of the corporate governance
requirements of the New York Stock Exchange. Specifically, we do not have a board of directors composed of a majority of independent directors or a
remuneration committee or nominating and corporate governance committee composed entirely of independent directors.
104
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
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. Our principal shareholder controls a majority of the combined voting
power of our outstanding ordinary shares, and our principal shareholder is able to nominate a majority of directors for election to our board of directors.
Accordingly, we are eligible to, and, in the event we no longer qualify as a foreign private issuer, we intend to, take advantage of certain exemptions under
the New York Stock Exchange corporate governance rules including exemptions from the requirements that a majority of the 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.
The foreign private issuer exemption and the "controlled company" exemption do not modify the independence requirements for the audit committee,
and we comply with the requirements of the Sarbanes-Oxley Act and the New York Stock Exchange rules, which require that our audit committee be
composed of three independent directors.
If at any time we cease to be a "controlled company" or a "foreign private issuer" under the rules of the New York Stock Exchange and the Exchange Act,
as applicable, our board of directors will take all action necessary to comply with the New York Stock Exchange corporate governance rules.
Due to our status as a foreign private issuer and our intent to follow certain home country corporate governance practices, our shareholders do not have
the same protections afforded to shareholders of companies that are subject to all the New York Stock Exchange corporate governance standards.
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
105
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
PART III
ITEM 17. FINANCIAL STATEMENTS
Not applicable.
ITEM 18. FINANCIAL STATEMENTS
The audited consolidated financial statements as required under Item 18 are attached hereto starting on page F-1 of this Annual Report. The audit report
of PricewaterhouseCoopers LLP, independent registered public accounting firm, is included herein preceding the audited consolidated financial statements.
ITEM 19. EXHIBITS
The following exhibits are filed as part of this Annual Report:
1.1 Amended and Restated Memorandum and Articles of Association of Manchester United plc dated as of 8 August
2012 (included as Exhibit 3.1 to our Registration Statement on Form F-1/A (File No. 333-182535), filed with the SEC
on 30 July 2012, as amended).
2.1 Specimen Ordinary Share Certificate of Manchester United plc (included as Exhibit 4.1 to our Registration Statement
on Form F-1/A (File No. 333-182535), filed with the SEC on 30 July 2012, as amended).
4.1 Agreement, dated 19 May 2008, between The Royal Bank of Scotland plc, as agent for National Westminster
Bank plc, and Alderley Urban Investments (included as Exhibit 10.3 to our Registration Statement on Form F-1/A
(File No. 333-182535), filed with the SEC on 16 July 2012, as amended).
4.2 Amendment and Restatement Agreement relating to the Secured Term Facility, dated 11 August 2014, between Red
Football Limited and Bank of America, N.A., as Agent and Original Lender (included as Exhibit 4.1 to our Report on
Form 6-K (File No. 001-35627), filed with the SEC on 12 August 2014).
4.3 Amendment and Restatement Agreement relating to the Secured Term Facility, dated 15 May 2015, among Red
Football Limited, Bank of America, N.A., as Original Agent, and Bank of America Merrill Lynch International
Limited, as Agent and Lender (included as Exhibit 10.1 to our Registration Statement on Form F-3 (File No. 333206985), filed with the SEC on 17 September 2015).
4.4 Revolving Facilities Agreement, dated 22 May 2015, among Red Football Limited, MU Finance plc, the guarantors
party thereto, Bank of America, N.A., as Arranger, the Original Lenders named therein, and Bank of America Merrill
Lynch International Limited, as Agent and Security Trustee (included as Exhibit 10.2 to our Registration Statement
on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015).
4.5 Note Purchase Agreement, dated 27 May 2015, among MU Finance plc, the guarantors party thereto, the purchasers
listed therein and the Bank of New York Mellon, as Paying Agent (included as Exhibit 4.3 to our Registration
Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015).
4.6 Term Facility Amendment Letter, dated 26 June 2015, between Red Football Limited and Bank of America Merrill
Lynch International Limited, as Agent and Lender (included as Exhibit 10.3 to our Registration Statement on Form F3 (File No. 333-206985), filed with the SEC on 17 September 2015).
106
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
4.7 Second Term Facility Amendment Letter, dated 11 September 2015, between Red Football Limited and Bank of
America Merrill Lynch International Limited, as Agent and Lender.
4.8 Revolving Facilities Amendment Letter, dated 7 October 2015, between Red Football Limited and Bank of America
Merrill Lynch International Limited, as Agent and Lender.
4.9 2012 Equity Incentive Award Plan (included as Exhibit 4.2 to our Registration Statement on Form S-8 (File No. 333183277), filed with the SEC on 13 August 2012).
4.10 Premier League Handbook, Season 2014/15 (included as Exhibit 4.6 to our Annual Report on Form 20-F (File
No. 001-35627), filed with the SEC on 27 October 2014).
4.11 Premier League Handbook, Season 2015/16.
8.1 List of significant subsidiaries (included in note 33 to our audited consolidated financial statements included in this
Annual Report).
12.1 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
12.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
13.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
13.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
15.1 Consent of PricewaterhouseCoopers LLP.
107
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Index to Consolidated financial statements
Report of Independent Registered Public Accounting Firm
F-2
Consolidated income statement for the years ended 30 June 2015, 2014 and 2013
F-3
Consolidated statement of comprehensive income for the years ended 30 June 2015, 2014 and 2013
F-4
Consolidated balance sheet as at 30 June 2015 and 2014
F-5
Consolidated statement of changes in equity for the years ended 30 June 2015, 2014 and 2013
F-7
Consolidated statement of cash flows for the years ended 30 June 2015, 2014 and 2013
F-8
Notes to the consolidated financial statements
F-9
F-1
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Manchester United plc
In our opinion, the accompanying consolidated balance sheet and the related consolidated income statement, consolidated statements of comprehensive
income, of changes in equity and of cash flows present fairly, in all material respects, the financial position of Manchester United plc and its subsidiaries as of
30 June 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended 30 June 2015 in conformity
with International Financial Reporting Standards as issued by the International Accounting Standards Board. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted
our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and International
Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Manchester, United Kingdom
15 October 2015
F-2
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Consolidated income statement
Note
Revenue
Operating expenses
Profit on disposal of players' registrations
Operating profit
Finance costs
Finance income
Net finance costs
(Loss)/profit on ordinary activities before tax
Tax credit/(expense)
(Loss)/profit for the year
Attributable to:
Owners of the parent
Non-controlling interest
4
5
8
​
​
​
9
​
10
​
2015
£'000
Year ended 30 June
2014
£'000
395,178
(387,179)
23,649
31,648
(35,419)
204
(35,215)
(3,567)
2,672
(895)
2013
£'000
433,164
(372,240)
6,991
67,915
(27,668)
256
(27,412)
40,503
(16,668)
23,835
363,189
(310,337)
9,162
62,014
(72,082)
1,275
(70,807)
(8,793)
155,212
146,419
(895)
—
(895)
23,835
—
23,835
146,250
169
146,419
(0.55)
(0.55)
14.55
14.54
89.78
89.78
​​
​
​
​​
(Loss)/earnings per share attributable to owners of the parent during the
year
Basic (loss)/earnings per share (pence)
Diluted (loss)/earnings per share (pence)(1)
​
11
11
​​
​
(1)
For the year ended 30 June 2015, potential ordinary shares are anti-dilutive, as their inclusion in the diluted loss per share calculation
would reduce the loss per share, and hence have been excluded. For the years ended 30 June 2014 and 2013, potential ordinary shares
have been treated as dilutive, as their inclusion in the diluted earnings per share calculation decreases earnings per share.
See accompanying notes to the consolidated financial statements.
F-3
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Consolidated statement of comprehensive income
Note
(Loss)/profit for the year
Other comprehensive (loss)/income:
Items that may be subsequently reclassified to profit or loss
Fair value movements on cash flow hedges, net of tax
Exchange gain/(loss) on translation of overseas subsidiary, net of tax
Other comprehensive (loss)/income for the year, net of tax
Total comprehensive (loss)/income for the year
Attributable to:
Owners of the parent
Non-controlling interest
2015
£'000
Year ended 30 June
2014
£'000
2013
£'000
(895)
23,835
146,419
(21,189)
—
(21,189)
(22,084)
25,687
30
25,717
49,552
(435)
(88)
(523)
145,896
(22,084)
—
(22,084)
49,552
—
49,552
145,727
169
145,896
​
10
10
​
​
​​
​
​
​​
​
Items in the statement above are disclosed net of tax. The tax relating to each component of other comprehensive income is disclosed in note 10.
See accompanying notes to the consolidated financial statements.
F-4
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Consolidated balance sheet
Note
ASSETS
Non-current assets
Property, plant and equipment
Investment property
Goodwill
Players' registrations and other intangible assets
Trade and other receivables
Deferred tax asset
13
14
15
16
19
25
​
As of 30 June
2015
2014
£'000
£'000
250,626
13,559
421,453
238,944
3,836
133,640
1,062,058
254,859
13,671
421,453
204,572
41
129,631
1,024,227
27
83,627
124
155,752
239,530
1,301,588
—
125,119
—
66,365
191,484
1,215,711
​
Current assets
Derivative financial instruments
Trade and other receivables
Current tax receivable
Cash and cash equivalents
18
19
20
​
​
Total assets
​​
​
See accompanying notes to the consolidated financial statements.
F-5
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Consolidated balance sheet (Continued)
Note
EQUITY AND LIABILITIES
Equity
Share capital
Share premium
Merger reserve
Hedging reserve
Retained earnings
21
​
As of 30 June
2015
2014
£'000
£'000
52
68,822
249,030
4,729
155,285
477,918
52
68,822
249,030
25,918
154,828
498,650
2,769
48,078
410,482
21,583
17,311
500,223
1,602
42,464
326,803
15,631
28,837
415,337
2,966
2,105
131,283
485
186,608
323,447
1,301,588
875
2,999
102,232
15,005
180,613
301,724
1,215,711
​
Non-current liabilities
Derivative financial instruments
Trade and other payables
Borrowings
Deferred revenue
Deferred tax liabilities
18
23
24
25
​
​
Current liabilities
Derivative financial instruments
Current tax liabilities
Trade and other payables
Borrowings
Deferred revenue
18
23
24
​
​
Total equity and liabilities
​​
​
See accompanying notes to the consolidated financial statements.
F-6
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Consolidated statement of changes in equity
Share
capital
£'000
Balance at 1 July 2012
Profit for the year
Cash flow hedges, net of tax
Currency translation
differences
Total comprehensive
income for the year
Equity-settled share-based
payments (note 22)
Proceeds from issue of shares
(note 1.2)
Expenses directly
attributable to issue of
shares (note 1.2)
Acquisition of noncontrolling interest in
MUTV Limited
Balance at 30 June 2013
Profit for the year
Cash flow hedges, net of tax
Currency translation
differences
Total comprehensive
(loss)/income for the year
Equity-settled share-based
payments (note 22)
Balance at 30 June 2014
Loss for the year
Cash flow hedges, net of tax
Total comprehensive loss
for the year
Equity-settled share-based
payments (note 22)
Balance at 30 June 2015
Share
premium
£'000
Merger
reserve
£'000
Hedging
reserve
£'000
50
—
—
25
—
—
249,030
—
—
666
—
(435)
—
—
—
—
—
—
—
(435)
—
—
—
2
70,256
—
(1,459)
—
52
—
—
Retained
earnings
£'000
Total
attributable
to owners of
the parent
£'000
(12,671)
146,250
—
237,100
146,250
(435)
(88)
(88)
Noncontrolling
interest
£'000
(2,003)
169
—
—
Total
equity
£'000
235,097
146,419
(435)
(88)
146,162
145,727
169
145,896
—
832
832
—
832
—
—
—
70,258
—
70,258
—
—
—
(1,459)
—
(1,459)
—
68,822
—
—
—
249,030
—
—
—
231
—
25,687
(4,498)
447,960
23,835
25,687
1,834
—
—
—
(2,664)
447,960
23,835
25,687
—
—
—
—
30
30
—
30
—
—
—
25,687
23,865
49,552
—
49,552
—
52
—
—
—
68,822
—
—
—
249,030
—
—
—
25,918
—
(21,189)
1,138
154,828
(895)
—
1,138
498,650
(895)
(21,189)
—
—
—
—
1,138
498,650
(895)
(21,189)
—
—
—
(21,189)
(895)
(22,084)
—
(22,084)
—
52
—
68,822
—
249,030
1,352
477,918
—
—
1,352
477,918
—
4,729
(4,498)
129,825
23,835
—
1,352
155,285
See accompanying notes to the consolidated financial statements.
F-7
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Consolidated statement of cash flows
Note
Cash flows from operating activities
Cash generated from operations
Interest paid
Debt finance costs relating to borrowings
Interest received
Tax (paid)/refunded
Net cash generated from operating activities
Cash flows from investing activities
Purchases of property, plant and equipment
Purchases of investment property
Proceeds from sale of property, plant and equipment
Purchases of players' registrations and other intangible assets
Proceeds from sale of players' registrations
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Expenses directly attributable to issue of shares
Acquisition of additional interest in subsidiary
Proceeds from borrowings
Repayment of other borrowings
Net cash generated from/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Foreign exchange gains/(losses) on cash and cash equivalents
Cash and cash equivalents at end of year
26
​
2015
£'000
Year ended 30 June
2014
£'000
2013
£'000
195,021
(42,624)
(6,508)
502
(2,466)
143,925
101,704
(27,669)
(123)
254
(1,375)
72,791
129,930
(73,629)
(3,074)
937
3,057
57,221
(5,466)
—
—
(117,446)
20,649
(102,263)
(10,847)
—
50
(92,942)
14,025
(89,714)
(12,503)
(2)
9
(45,997)
9,646
(48,847)
—
—
—
272,539
(227,950)
44,589
86,251
66,365
3,136
155,752
—
—
—
—
(4,997)
(4,997)
(21,920)
94,433
(6,148)
66,365
70,258
(1,459)
(2,664)
209,190
(259,254)
16,071
24,445
70,603
(615)
94,433
​
​
​
​
​
​
20
​​
​
See accompanying notes to the consolidated financial statements.
F-8
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Notes to the consolidated financial statements
1 General information
Manchester United plc (the "Company") and its subsidiaries (together the "Group") is a professional football club together with related and ancillary
activities. The Company incorporated under the Companies Law (2011 Revision) of the Cayman Islands, as amended and restated from time to time. The
address of its principal executive office is Sir Matt Busby Way, Old Trafford, Manchester M16 0RA, United Kingdom. The Company became the parent of
the Group as a result of reorganization transactions which were completed immediately prior to the completion of the public offering of Manchester
United plc shares in the United States in August 2012 and concurrent listing of such shares on the New York Stock Exchange in August 2012 as described
more fully below.
1.1 The Reorganization Transactions
The Group had historically conducted business through Red Football Shareholder Limited, a private limited company incorporated in England and
Wales, and its subsidiaries. Prior to the reorganization transactions, Red Football Shareholder Limited was a direct, wholly-owned subsidiary of Red
Football LLC, a Delaware limited liability company. On 30 April 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. On 8 August 2012, Manchester United Ltd. changed its legal name to Manchester United plc.
On 9 August 2012, Red Football LLC contributed all of the equity interest of Red Football Shareholder Limited to Manchester United plc. As a result of
these reorganization transactions, Red Football Shareholder Limited subsequently became a wholly-owned subsidiary of Red Football Holdings Limited,
which is in turn, a wholly-owned subsidiary of Manchester United plc.
Immediately following the reorganization transactions on 9 August 2012, the new parent, Manchester United plc, had in issue 124,000,000 Class B
ordinary shares and 31,352,366 Class A ordinary shares, totalling 155,352,366 ordinary shares with a total subscribed capital of £75,000. The reorganization
transactions have been treated as a capital reorganization.
1.2 Initial public offering ("IPO")
On 10 August 2012, the Company issued a further 8,333,334 ordinary shares at an issue price of $14.00 per share and listed such shares on the New York
Stock Exchange. Net of underwriting costs and discounts, proceeds of $110,250,000 (£70,258,000) were received. Expenses of £1,459,000 directly
attributable to this issue of new shares have been offset against share premium.
1.3 Other general information
These financial statements are presented in pounds sterling and all values are rounded to the nearest thousand (£'000) except when otherwise indicated.
These financial statements were approved by the Audit Committee on 15 October 2015.
2 Summary of significant accounting policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been
consistently applied to all the years presented.
F-9
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Notes to the consolidated financial statements (Continued)
2 Summary of significant accounting policies (Continued)
2.1 Basis of preparation
The consolidated financial statements of Manchester United plc have been prepared on a going concern basis and in accordance with International
Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB") and IFRS Interpretations Committee ("IFRS IC")
interpretations. The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain
financial assets and liabilities (including derivative financial instruments) which are recognized at fair value through profit and loss, unless cash flow hedge
accounting applies.
Out of period adjustments
The consolidated financial statements for year ended 30 June 2015 include an out of period adjustment which is not considered material to the prior or
current year financial statements. The adjustment results in a credit of £1.9 million to the income statement related to broadcasting revenue that is in respect
of the prior year.
2.1.1 Changes in accounting policy and disclosures
a) New and amended standards and interpretations adopted by the Group.
The Group has adopted the following new and amended IFRS standards and interpretations for the first time for the financial year beginning on 1 July
2014. None of these had a material impact on the consolidated financial statements of the Group.
•
Amendment to IAS 36, "Impairment of assets"
•
Amendment to IAS 39, "Financial instruments: Recognition and measurement"
•
Amendment to IAS 19, "Employee benefits"
•
Annual improvements to IFRSs 2012 and 2013
•
Amendment to IAS 16, "Property, plant and equipment" and IAS 38, "Intangible assets"
b) New and amended standards and interpretations not yet adopted
The following new standards, amendments to standards and interpretations are not yet effective and have not been applied in preparing these
consolidated financial statements. Adoption may affect the disclosures in the Group's financial statements in the future. The adoption of these standards,
amendments and interpretations is not expected to have a material impact on the consolidated financial statements of the Group, except as set out below.
•
Amendment to IAS 32, "Financial Instruments: Presentation"
•
IFRS 9, "Financial instruments". The Group has yet to fully consider the impact of IFRS 9 which it expects to adopt from 1 July 2018
•
IFRS 15, "Revenue from Contract with Customers". The Group has yet to fully consider the impact of IFRS 15 which, pending the IASB
proposal to defer implementation by one year, it expects to adopt from 1 July 2018
•
Annual improvements to IFRSs 2012 - 2014
F-10
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Notes to the consolidated financial statements (Continued)
2 Summary of significant accounting policies (Continued)
There are no other IFRSs or IFRS IC interpretations that are not yet effective that would be expected to have a material impact on the Group.
2.2 Basis of consolidation
a) Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated
from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the
fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration
transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities
and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognizes any noncontrolling interest in the acquiree on an acquisition by acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the
recognized amounts of the acquiree's identifiable net assets.
Acquisition costs are expensed as incurred.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous
interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the total consideration transferred, non-controlling
interest recognized and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain
purchase, the difference is recognized directly in the income statement.
Intercompany transactions, balances and unrealised gains and losses on transactions between Group companies are eliminated. Accounting policies of
subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
b) Transactions with non-controlling interests
The Group treats transactions with non-controlling interests as transactions with owners of the parent. For purchases of shares from non-controlling
interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in
equity.
2.3 Segment reporting
The Group has one reportable segment, being the operation of a professional football club. The Chief Operating Decision Maker (being the Board and
executive officers of Manchester United plc), who is responsible for allocating resources and assessing performance obtains financial information, being the
Consolidated income statement, Consolidated balance sheet and Consolidated statement of cash flows, and the analysis of changes in net debt, about the
Group as a whole. The Group has
F-11
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Notes to the consolidated financial statements (Continued)
2 Summary of significant accounting policies (Continued)
investment property, however, this is not considered to be a material business segment and is therefore not reported as such.
2.4 Foreign currency translation
a) Functional and presentation currency
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which
the entity operates (the "functional currency"). The consolidated financial statements are presented in pounds sterling which is the Company's and its
subsidiaries functional currency, with the exception of Manchester United Commercial Enterprises (Ireland) Limited whose functional currency is the Euro.
b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation
where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end
exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement, except when deferred in other
comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to unhedged borrowings are presented in the income
statement within finance costs or income. All other foreign exchange gains and losses are presented in the income statement within operating expenses.
c)
Translation of overseas net assets
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional
currency different from the presentational currency are translated into the presentational currency as follows:
(i)
assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;
(ii)
income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation
of the cumulative effect of the rates prevailing at the transaction dates, in which case income and expenses are translated at the rate on the
dates of the transactions); and
(iii)
all resulting exchange differences are recognized in other comprehensive income and accumulated in equity.
On disposal of a foreign operation any cumulative exchange differences held in equity are reclassified to the income statement.
F-12
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Notes to the consolidated financial statements (Continued)
2 Summary of significant accounting policies (Continued)
d) Exchange rates
The most important exchange rates that have been used in preparing the financial statements are:
Closing rate
2014
2015
Euro
US Dollar
1.4102
1.5712
1.2491
1.7097
2013
1.1666
1.5166
2015
1.3180
1.5815
Average rate
2014
1.2002
1.6275
2013
1.2125
1.5683
2.5 Revenue recognition
Revenue is measured at the fair value of consideration received or receivable from the Group's principal activities excluding transfer fees and value
added tax. The Group's principal revenue streams are Commercial, Broadcasting and Matchday. The Group recognizes revenue when the amount of revenue
can be reliably measured, it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Group's
activities as described below.
a) Commercial
Commercial revenue comprises revenue receivable from the exploitation of the Manchester United brand through sponsorship and other commercial
agreements, including minimum guaranteed revenue, and fees for the Manchester United first team undertaking tours. For sponsorship contracts any
additional revenue receivable over and above the minimum guaranteed revenue contained in the sponsorship and licensing agreements is taken to revenue
when a reliable estimate of the future performance of the contract can be obtained and it is probable that the amounts will not be recouped by the sponsor in
future years.
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 rights enjoyed by the individual sponsor. In instances where the sponsorship rights remain the same over the duration of the contract,
revenue is recognized on a straight-line basis. In respect of contracts with multiple elements, the Group allocates the total consideration receivable to each
separately identifiable element based on their relative fair values, and then recognizes the allocated revenue on a straight-line basis over the relevant period
of each element.
Commercial revenue which is received in advance of a period end but relating to future periods is treated as deferred revenue. The deferred revenue is
then released to revenue on an accruals basis in accordance with the substance of the relevant agreements.
b) Broadcasting
Broadcasting revenue represents revenue receivable from all UK and overseas broadcasting contracts, including contracts negotiated centrally by the FA
Premier League and UEFA.
Distributions from the FA Premier League comprise a fixed element (which is recognized evenly as domestic home league matches are played), facility
fees for live coverage and highlights of domestic home and away matches (which are recognized when the respective match is played), and merit awards
(which are only recognized when they are known at the end of each football season).
F-13
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Notes to the consolidated financial statements (Continued)
2 Summary of significant accounting policies (Continued)
Distributions from UEFA relating to participation in European cup competitions comprise market pool payments (which are recognized over the matches
played in the competition, a portion of which reflects Manchester United's performance relative to the other FA Premier League clubs in the competition) and
fixed amounts for participation in individual matches (which are recognized when the matches are played).
Broadcasting revenue which is received in advance of a period end but relating to future periods is treated as deferred revenue. The deferred revenue is
then released to revenue on an accruals basis in accordance with the substance of the relevant agreements.
c)
Matchday
Matchday revenue is recognized based on matches played throughout the year with revenue from each match being recognized only after the match to
which the revenue relates has been played. Revenue from related activities such as Conference and Events or the Museum is recognized as the event or
service is provided or the facility is used.
Matchday revenue includes revenue receivable from all domestic and European match day activities from Manchester United games at Old Trafford,
together with the Group's share of gate receipts from cup matches not played at Old Trafford (where applicable), and fees for arranging other events at the Old
Trafford stadium. The share of gate receipts payable to the other participating club and competition organiser for cup matches played at Old Trafford (where
applicable) is treated as an operating expense.
Matchday revenue which is received in advance of a period end but relating to future periods (mainly the sale of seasonal facilities for first team matches
at Old Trafford) is treated as deferred revenue. The deferred revenue is then released to revenue as the matches are played.
d) Finance income
Finance income is recognized using the effective interest rate method.
e)
Accrued revenue
Revenue from Matchday activities, broadcasting and commercial contracts, which is received after the period to which it relates, is accrued as earned.
f)
Deferred revenue
Revenue from Matchday activities, broadcasting and commercial contracts, received or receivable prior to the period end in respect of future periods, is
deferred.
2.6 Operating leases
Leases in which a substantially all of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under
operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight line basis over the period of the lease.
F-14
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
2 Summary of significant accounting policies (Continued)
Rentals receivable under sub-tenancy agreements (net of any incentives given to the lessee) are credited to the income statement on a straight line basis
over the lease term. The risk and rewards of ownership on the sub-let property remain with the third party lessor.
2.7 Exceptional items
Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial
performance of the Group. They are material items of income or expense that have been shown separately due to the significance of their nature or amount.
2.8 Pension costs
The Group is one of a number of participating employers in The Football League Limited Pension and Life Assurance Scheme ('the scheme'—see
note 30.1). The Group is unable to identify its share of the assets and liabilities of the scheme and therefore accounts for its contributions as if they were paid
to a defined contribution scheme. The Company's contributions into this scheme are reflected within the income statement when they fall due. Full provision
has been made for the additional contributions that the Group has been requested to pay to help fund the scheme deficit.
The Group also operates a defined contribution scheme. The assets of the scheme are held separately from those of the Company in an independently
administered fund. The Group's contributions into this scheme are reflected within the income statement when they fall due.
2.9 Share-based payments
The Group operates a share-based compensation plan under which the entity receives services from employees as consideration for equity instruments of
the Group.
Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The fair value excludes the
effect of non-market based vesting conditions. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a
straight-line basis over the vesting period, based on the Group's estimate of equity instruments that will eventually vest. At each balance sheet date, the
Group revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market based vesting conditions. The impact of
the revision of the original estimates, if any, is recognized in the income statement such that the cumulative expense reflects the revised estimate, with a
corresponding adjustment to equity reserves.
For cash-settled share-based payments to employees, a liability is recognized for the services acquired, measured initially at the fair value of the liability.
At each balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value
recognized in profit or loss for the year.
Details regarding the determination of the fair value of share-based transactions are set out in note 22.
F-15
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Notes to the consolidated financial statements (Continued)
2 Summary of significant accounting policies (Continued)
2.10 Current and deferred tax
The tax expense or credit for the period comprises current and deferred tax. Tax is recognized in the income statement, except to the extent that it relates
to items recognized in other comprehensive income, in which case the tax is also recognized in other comprehensive income.
The current tax charge or expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries
where the Company and its subsidiaries operate and generate taxable income. Although the Company is organized as a Cayman Islands corporation, it reports
as a US domestic corporation for US federal income tax purposes and is subject to US federal income tax on the Group's worldwide income. In addition, the
Group is subject to income and other taxes in various other jurisdictions, including the UK. Management periodically evaluates positions taken in tax returns
with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts
expected to be paid to (or recovered from) the tax authorities.
Deferred tax is recognized on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial
statements. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected
to apply when the related deferred tax asset is realised or the deferred liability is settled.
Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences
can be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the
deferred tax assets and liabilities relate to taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where
there is an intention to settle the balances on a net basis.
2.11 Property, plant and equipment
Property, plant and equipment is initially measured at cost (comprising the purchase price, after deducting discounts and rebates, and any directly
attributable costs) and is subsequently carried at cost less accumulated depreciation and any provision for impairment.
Subsequent costs, for example, capital improvements and refurbishment, are included in the asset's carrying amount or recognized as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured
reliably. Where appropriate, the carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to the income statement
during the financial period in which they are incurred.
F-16
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
2 Summary of significant accounting policies (Continued)
Land is not depreciated. With the exception of freehold property acquired before 1 August 1999, depreciation on other assets is calculated using the
straight-line method to write-down assets to their residual value over the estimated useful lives as follows:
Freehold property
Computer equipment and software (included within Plant and machinery)
Plant and machinery
Fixtures and fittings
75 years
3 years
4 - 5 years
7 years
Freehold property acquired before 1 August 1999 is depreciated on a reducing balance basis at an annual rate of 1.33%.
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
Assets 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 flows that the asset is
expected to generate when considered as part of a cash-generating unit. Prior impairments are reviewed for possible reversal at each balance sheet date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized within operating expenses within
the income statement.
2.12 Investment property
Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the Group, is classified as investment
property.
Investment property is initially measured at cost (comprising the purchase price, after deducting discounts and rebates, and any directly attributable
costs) and is subsequently carried at cost less accumulated depreciation and any provision for impairment. Investment property is depreciated using the
straight-line method over 50 years.
Investment properties are reviewed for impairment when there is a triggering event such as a decline in the property market. An impairment charge is
recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. Prior impairments are reviewed for possible reversal at each
balance sheet date. If an impairment charge subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable
amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment charge been
recognized for the asset in prior years.
2.13 Goodwill
a) Initial recognition
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary
at the date of acquisition.
F-17
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Notes to the consolidated financial statements (Continued)
2 Summary of significant accounting policies (Continued)
b) Impairment
Management considers there to be one material cash generating unit for the purposes of annual impairment review being the operation of a professional
football club.
Goodwill is not subject to amortization and is tested annually for impairment or more frequently if events or changes in circumstances indicate a
potential impairment. An impairment loss is recognized in the income statement 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. Prior impairments are not subsequently reviewed for possible reversal at
each balance sheet date.
2.14 Players' registrations and football staff remuneration
a) Remuneration
Remuneration is charged to operating expenses on a straight-line basis over the contract periods based on the amount payable to players and other
football staff for that period. Any performance bonuses are recognized when the Company considers that it is probable that the condition related to the
payment will be achieved.
Signing-on fees are typically paid to players in equal annual instalments over the term of the player's contract. Instalments are paid at or near the
beginning of each financial year and recognized as prepayments within trade and other receivables. They are subsequently charged to the income statement
(as operating expenses) on a straight-line basis over the financial year. Signing-on fees paid form part of cash flows from operating activities.
Loyalty fees are bonuses which are paid to players either at the beginning of a renewed contract or in instalments over the term of their contract in
recognition for either past or future performance. Loyalty bonuses for past service are typically paid in a lump sum amount upon renewal of a player's
contract. These loyalty bonuses require no future service and are not subject to any claw-back provisions were the player to subsequently leave the club
during their new contract term. They are expensed once the Company has a present legal or constructive obligation to make the payment. Loyalty bonuses
for ongoing service are typically paid in equal annual instalments over the term of the player's contract. These are paid at the beginning of each financial year
and the related charge is recognized within operating expenses in the income statement on a straight-line basis over that period.
b) Initial recognition
The costs associated with the acquisition of players' registrations are capitalized at the fair value of the consideration payable. Costs include transfer fees,
FAPL levy fees, agents' fees incurred by the club and other directly attributable costs. Costs also include the fair value of any contingent consideration, which
is primarily payable to the player's former club (with associated levy fees payable to the FAPL), once payment becomes probable. 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. This assessment is carried out on an individual player basis. The additional amount of contingent consideration potentially
payable, in excess of the amounts included in the cost of players' registrations, is disclosed in note 29.2. Costs are fully amortized using the straight-line
method over the period covered by the player's contract.
F-18
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
2 Summary of significant accounting policies (Continued)
c)
Renegotiation
Where a playing contract is extended, any costs associated with securing the extension are added to the unamortized balance (at the date of the
amendment) and the revised book value is amortized over the remaining revised contract life.
d) Disposals
Assets available for sale (principally player registrations) are classified as assets held for sale when their carrying value is expected to be recovered
principally through a sale transaction and a sale is considered to be highly probable. Highly probable is defined as being actively marketed by the club, with
unconditional offers having been received prior to a period end. These assets would be stated at the lower of the carrying amount and fair value less costs to
sell.
Gains and losses on disposal of players' registrations are determined by comparing the fair value of the consideration receivable, net of any transaction
costs, with the carrying amount and are recognized separately in the income statement within profit on disposal of players' registrations. Where a part of the
consideration receivable is contingent on specified performance conditions, this amount is recognized in the income statement on the date the conditions are
met.
Loan fee income on players temporarily loaned to other football clubs is recognized separately in the income statement within profit on disposal of
players' registrations.
e)
Impairment
Management does not consider that it is possible to determine the value in use of an individual football player in isolation as that player (unless via a
sale or insurance recovery) cannot generate cash flows on his own. Whilst management does not consider any individual player can be separated from the
single cash generating unit ("CGU"), being the operations of the Group as a whole, there may be certain circumstances where a player is taken out of the CGU,
when it becomes clear that they will not play for the club's first team again, for example, a player sustaining a career threatening injury or is permanently
removed from the first team playing squad for another reason. If such circumstances were to arise, the carrying value of the player would be assessed against
the Group's best estimate of the player's fair value less any costs to sell and an impairment charge made in operating expenses reflecting any loss arising.
2.15 Other intangible assets
Other intangible assets comprise trademark registration costs and are initially measured at cost and are subsequently carried at cost less accumulated
amortization and any provision for impairment.
Amortization is calculated using the straight-line method to write-down assets to their residual value over the estimated useful lives as follows:
Trademark registration costs
10 years
The assets' residual values and useful lives are reviewed and adjusted if appropriate at each balance sheet date.
F-19
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
2 Summary of significant accounting policies (Continued)
2.16 Derivative financial instruments and hedging activities
Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. The
resulting gain or loss is recognized in the income statement immediately unless the derivative is designated and effective as a hedging instrument, in which
event the timing of the recognition in the income statement depends on the nature of the hedging relationship. The Group designates certain derivatives as
hedges of a particular risk associated with a recognized asset or liability or a highly probable forecast transaction (cash flow hedge).
The Group hedges the foreign exchange risk on a portion of contracted, and hence highly probable, future US dollar revenues whenever possible using a
portion of the Group's US dollar net borrowings as the hedging instrument. Foreign exchange gains or losses arising on re-translation of the Group's US dollar
net borrowings used in the hedge are initially recognized in other comprehensive income, rather than being recognized in the income statement immediately.
The foreign exchange gains or losses arising on re-translation of the Group's unhedged US dollar borrowings are recognized in the income statement
immediately.
The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management
objective and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing
basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged items. The
Group uses a variety of methods to assess hedge effectiveness depending on the nature and type of the hedging relationship, including critical terms
comparison, dollar offset method and regression analysis.
Derivatives embedded in other financial instruments or host contracts are treated as separate derivatives when their risks and characteristics are not
closely related to those of the host contracts and the host contracts are not measured at fair value through profit or loss.
The fair values of various derivative instruments are disclosed in note 18. Movements on the hedging reserve in other comprehensive income are shown
in the statement of changes in equity. The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of
the hedged item is more than 12 months, and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive
income. The gain or loss relating to any ineffective portion is recognized immediately in the income statement.
Amounts previously recognized in other comprehensive income and accumulated in the hedging reserve within equity are reclassified to the income
statement in the periods when the hedged item affects the income statement (for example, when the forecast transaction that is hedged takes place). When a
hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at
that time remains in equity and is recognized when the hedged item is ultimately recognized in the income statement. When a forecast transaction is no
longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement.
F-20
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
2 Summary of significant accounting policies (Continued)
2.17 Trade and other receivables
Trade and other receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. Trade and other
receivables are recognized initially at fair value, and subsequently measured at amortized cost using the effective interest method, less provision for
impairment. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets.
2.18 Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks, and, if applicable, other short-term highly liquid investments with
original maturities of three months or less.
2.19 Share capital and reserves
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction from the
proceeds of the issue.
The merger reserve arose as a result of the reorganization transactions described in note 1.1 and represents the difference between the equity of the
acquired company (Red Football Shareholder Limited) and the investment by the acquiring company (Manchester United plc). The hedging reserve is used
to reflect the effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges.
2.20 Trade and other payables
Trade and other payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade
payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method. Amounts payable are
classified as current liabilities if payment is due within one year or less. If not they are presented as non-current liabilities.
2.21 Borrowings
Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortized cost; any differences
between the proceeds (net of transaction costs) and the redemption value is recognized in the income statement over the period of the borrowings using the
effective interest rate method.
Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the
facility will be drawn down. In this case the fee is deferred until draw-down occurs. To the extent there is no evidence that it is probable that some or all of the
facility will be drawn down, the fee is capitalized as a prepayment for liquidity services and amortized over the period of the facility to which it relates.
F-21
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Notes to the consolidated financial statements (Continued)
3 Critical accounting estimates and judgments
The preparation of financial statements requires management to make estimates, judgments and assumptions concerning the future. Estimates, judgments
and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed
to be reasonable under the circumstances. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates,
judgments and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial year are addressed below.
a) Revenue recognition—estimates in certain commercial contracts
In addition to a minimum guarantee, certain commercial contracts include additional profit share arrangements based on cumulative profits earned from
the exploitation of the Manchester United brand. However, under the terms of one key commercial agreement, such surplus profits 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.
In assessing whether any additional profit share is probable and should therefore be recognized, management carry 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.
Additional profit share recognized in the year ended 30 June 2015 amounted to £11.6 million, cumulative £53.9 million (2014: £12.2 million,
cumulative £42.3 million; 2013: £12.8 million, cumulative £30.1 million).
b) Goodwill
The Group annually tests whether goodwill has suffered any impairment or more frequently if events or changes in circumstances indicate a potential
impairment, in accordance with its accounting policy. The recoverable amounts of cash-generating units have been determined based on value-in-use
calculations. These calculations require the use of estimates, both in arriving at the expected future cash flows and the application of a suitable discount rate
in order to calculate the present value of these flows. These calculations have been carried out in accordance with the assumptions set out in note 15.
c)
Players' registrations
The costs associated with the acquisition of players' registrations are capitalized 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. This assessment is carried out on an individual player
basis. A provision of £3.4 million relating to this contingent consideration has been recognized on the balance sheet as of 30 June 2015. The maximum
additional amount that could be payable as of that date is disclosed in note 29.2.
F-22
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
3 Critical accounting estimates and judgments (Continued)
The Group will perform an impairment review on intangible assets, including player registrations, if adverse events indicate that the amortized carrying
value of the asset may not be recoverable. Whilst no individual player can be separated from the single cash generating unit ("CGU"), being the operations of
the Group as a whole, there may be certain circumstances where a player is taken out of the CGU, when it becomes clear that they will not play for the club's
first team again, for example, a player sustaining a career threatening injury or is permanently removed from the first team squad for another reason. If such
circumstances were to arise, the carrying value of the player would be assessed against the Group's best estimate of the player's fair value less any costs to sell.
d) Recognition of deferred tax assets
Deferred tax assets are recognized only to the extent that it is probable that the associated deductions 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, provided the asset can be reliably
quantified. In estimating future taxable profit, management use "base case" approved forecasts which incorporate a number of assumptions, including a
prudent level of future uncontracted revenue in the forecast period. In arriving at a judgment in relation to the recognition of deferred tax assets, management
considers the regulations applicable to tax and advice on their interpretation. Future taxable income may be higher or lower than estimates made when
determining whether it is appropriate 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 reassessing the recognition of deferred tax assets in future periods.
4 Segment information
The principal activity of the Group is the operation of a professional football club. All of the activities of the Group support the operation of the football
club and the success of the first team is critical to the ongoing development of the Group. Consequently the chief operating decision maker regards the Group
as operating in one material segment, being the operation of a professional football club.
All revenue derives from the Group's principal activity in the United Kingdom. Revenue can be analysed into its three main components as follows:
2015
£'000
Commercial
Broadcasting
Matchday
196,931
107,664
90,583
395,178
2014
£'000
189,315
135,746
108,103
433,164
2013
£'000
152,441
101,625
109,123
363,189
F-23
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
4 Segment information (Continued)
Revenue derived from entities accounting for more than 10% of revenue in either 2015, 2014 or 2013 were as follows:
2015
£'000
Premier League
General Motors (Chevrolet)
Nike
2014
£'000
100,534
58,534
<10%
2013
£'000
92,752
63,977
<10%
<10%
<10% 38,609
All non-current assets, other than US deferred tax assets, are held within the United Kingdom.
5 Operating expenses
2015
£'000
Employee benefit expense (note 7)
Operating lease costs
Auditors' remuneration: audit of parent company and consolidated financial
statements
Auditors' remuneration: audit of the Company's subsidiaries
Auditors' remuneration: tax compliance services
Auditors' remuneration: other services
Foreign exchange gains/(losses)
(Loss)/profit on disposal of property, plant and equipment
Depreciation—property, plant and equipment (note 13)
Depreciation—investment property (note 14)
Other operating expenses
Amortization (note 16)
Exceptional items (note 6)
2014
£'000
2013
£'000
(202,561)
(2,631)
(214,803)
(2,352)
(180,523)
(2,760)
(23)
(382)
(243)
—
435
(5)
(10,212)
(112)
(69,423)
(99,686)
(2,336)
(387,179)
(17)
(299)
(159)
(244)
(4,103)
(24)
(8,549)
(116)
(81,100)
(55,290)
(5,184)
(372,240)
(17)
(329)
(282)
(166)
570
7
(7,650)
(119)
(71,137)
(41,714)
(6,217)
(310,337)
In addition to the auditors' remuneration charges disclosed above are amounts of £609,000 (2014: £nil; 2013: £679,000) relating to tax planning advice,
general assurance and other advice in connection with the public sale of Class A ordinary shares and either charged as exceptional items when they are not
directly attributable to the issue of new shares (see note 6) or offset against share premium when they are directly attributable to the issue of new shares, and
advice in connection with the debt refinancing in June 2015 and either charged as finance costs or carried forward in the balance sheet as unamortized debt
issue costs.
F-24
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
6 Exceptional items
Football League pension scheme deficit (note 30)
Professional adviser fees relating to public sale of Class A ordinary shares
Compensation paid on loss of office
Impairment—investment property (note 14)
2015
£'000
2014
£'000
2013
£'000
(1,247)
(1,089)
—
—
(2,336)
—
—
(4,891)
(293)
(5,184)
—
(3,816)
(2,401)
—
(6,217)
The Football League pension scheme deficit reflects the present value of the additional contributions the Group is expected to pay to remedy the revised
deficit of the scheme as per the latest triennial actuarial valuation at 31 August 2014.
Professional adviser fees relating to the public sale of Class A ordinary shares are recognized as an expense when they are not directly attributable to the
issue of new shares or when a particular offer is no longer being pursued. The fees include £359,000 (2014: £nil; 2013: £543,000) relating to services
provided by the Group's auditors.
Compensation paid on loss of office relates to payments to the former team manager and certain members of the coaching staff (2013: certain members of
the coaching staff only).
The investment property impairment charge represents reductions in the market value of investment properties held by the Group, based on external
valuations undertaken.
7 Employees
7.1 Employee benefit expense and average number of people employed
The average number of employees during the year, including directors, was as follows:
2015
Number
Average number of employees:
Football—players
Football—technical and coaching
Commercial
Media
Administration and other
Average number of employees
73
89
122
89
440
813
2014
Number
2013
Number
79
92
138
91
469
869
82
76
125
69
391
743
The Group also employs approximately 2,275 temporary staff on match days (2014: 2,323; 2013: 2,395), the costs of which are included in employee
costs below.
F-25
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
7 Employees (Continued)
Particulars of employee costs are as shown below:
2015
£'000
Wages and salaries (including bonuses)
Share-based payments (note 22)
Social security costs
Other pension costs—defined contribution (note 30)
2014
£'000
(178,637)
(2,591)
(18,869)
(2,464)
(202,561)
2013
£'000
(189,173)
(1,852)
(21,396)
(2,382)
(214,803)
(158,030)
(1,390)
(19,305)
(1,798)
(180,523)
Details of the pension arrangements offered by the Company and the Group are disclosed in note 30.
7.2 Key management compensation
Key management includes directors (executive and non-executive) of the Company and executive directors and officers of the Group's main operating
company, Manchester United Limited. The compensation paid or payable to key management for employee services, which is included in the employee costs
table above, is shown below:
Short-term employee benefits
Share-based payments
Post-employment benefits
2015
£'000
2014
£'000
2013
£'000
(7,324)
(2,366)
(61)
(9,751)
(5,796)
(1,852)
(132)
(7,780)
(7,041)
(1,390)
(168)
(8,599)
2015
£'000
2014
£'000
2013
£'000
6,991
—
6,991
9,162
—
9,162
8 Profit on disposal of players' registrations
Profit on disposal of players' registrations
Player loan fee income
19,675
3,974
23,649
F-26
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
9 Net finance costs
2015
£'000
Interest payable on bank loans, overdrafts and deferred element of terminated interest
rate swap
Interest payable on secured term loan facility and senior secured notes
Amortization of issue discount, debt finance and debt issue costs on secured term loan
facility and senior secured notes
Premium on repurchase of senior secured notes (note 24)
Costs associated with debt financing
Foreign exchange losses(1)
Unwinding of discount factors relating to player transfer fees and onerous lease
provision
Fair value movements on derivative financial instruments:
Embedded foreign exchange derivatives
Interest rate swaps
Total finance costs
Total finance income—interest receivable on short-term bank deposits
Net finance costs
(1)
2014
£'000
2013
£'000
(1,840)
(21,055)
(2,402)
(19,350)
(3,048)
(32,299)
(5,978)
(3,552)
(1,443)
(288)
(1,936)
—
—
(2,712)
(11,836)
(21,977)
—
(3,116)
(2,708)
(334)
(154)
1,280
165
(35,419)
204
(35,215)
(1,320)
386
(27,668)
256
(27,412)
—
348
(72,082)
1,275
(70,807)
The Group hedges the foreign exchange risk on a portion of contracted future US dollar revenues using a portion of the Group's US
dollar net borrowings as the hedging instrument. As a result, foreign exchange gains or losses arising on re-translation of the Group's
US dollar net borrowings are initially recognized in other comprehensive income, rather than being recognized in the income
statement immediately. Amounts previously recognized in other comprehensive income and accumulated in a hedging reserve are
subsequently reclassified into the income statement in the same accounting period, and within the same income statement line
(i.e. Commercial revenue), as the underlying future US dollar revenues. The foreign exchange gains or losses arising on re-translation
of the Group's unhedged US dollar borrowings are recognized in the income statement immediately.
F-27
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Notes to the consolidated financial statements (Continued)
10 Tax
Current tax:
Current tax on (loss)/profit for the year
Adjustment in respect of previous years
Foreign tax
Total current tax (expense)/credit
Deferred tax:
US deferred tax:
Origination and reversal of temporary differences
Adjustment in respect of previous years
Recognition of additional US tax base(1)
Total US deferred tax (expense)/credit (note 25)
UK deferred tax:
Origination and reversal of temporary differences
Adjustment in respect of previous years
Impact of change in UK corporation tax rate
Total UK deferred tax credit/(expense) (note 25)
Total deferred tax credit/(expense)
Total tax credit/(expense)
2015
£'000
2014
£'000
(223)
(547)
(684)
(1,454)
(22)
(128)
(1,472)
(1,622)
—
1,276
(491)
785
(978)
152
—
(826)
(9,959)
297
—
(9,662)
(8,242)
—
153,317
145,075
(7,457)
(191)
2,264
(5,384)
(15,046)
(16,668)
6,657
1,662
1,033
9,352
154,427
155,212
4,790
162
—
4,952
4,126
2,672
2013
£'000
A reconciliation of the total tax (expense)/credit is as follows:
(Loss)/profit before tax
Loss/(profit) before tax multiplied by weighted average US corporate tax rate of 35.0%
(2014: 35.0%; 2013: 35.0%)
Tax effects of:
Adjustment in respect of previous years(2)
Difference in tax rates on non US operations
Recognition of additional US tax base(1)
Foreign exchange gains/(losses) on US dollar denominated tax basis(3)
Expenses not deductible for tax purposes(4)
Total tax credit/(expense)
(1)
2015
£'000
2014
£'000
2013
£'000
(3,567)
40,503
(8,793)
1,249
(14,176)
3,078
(233)
48
—
1,783
(175)
2,672
(22)
(247)
—
(1,942)
(281)
(16,668)
2,938
101
153,317
—
(4,222)
155,212
The £153,317,000 tax credit in 2013 related to the recognition of additional US tax base comprised three elements, as follows:
•
As a result of the reorganization transactions related to the IPO, the Company inherited the £96,114,000 carried forward US tax
bases of Red Football Limited Partnership, which the Group will benefit from by way of future US tax deductions.
F-28
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
10 Tax (Continued)
•
Furthermore, the reorganization transactions resulted in additional US tax bases or 'step-up' that was expected to result in the
availability of further US tax deductions. The resulting increase in tax bases was estimated to be approximately $350 million
(£225 million) gross, although not all of this was expected to result in increased tax deductions. At the time of preparing the
2013 financial statements, the deductible element of the 'step-up' had not been finalized and consequently the £31,945,000
recognized as a deferred tax asset with respect to the 'step-up' reflected management's best estimate of the portion that it was
probable would be realized. A charge in respect of previous years was recognized in 2014, representing a refinement in tax
estimates in relation to the above mentioned US tax bases.
•
In addition, the Group is expected to utilize future UK taxes paid as foreign tax credits in the US, and as such can 'mirror' the
existing UK net deferred tax liability as a deferred tax asset in the US. As the UK deferred tax liability unwinds, there will be
UK taxable income which will result in a US foreign tax credit. The benefit of the additional expected foreign tax credits
resulted in a deferred tax asset of £25,258,000.
These amounts have been recognized on the basis that it is probable that there will be sufficient taxable profits in the future to utilize
the future US tax deductions.
(2)
The £2,938,000 tax credit in 2013 is primarily due to the recognition of a further UK deferred tax asset relating to the premium arising
on the repurchase of senior secured notes in the prior year.
(3)
The foreign exchange gains/(losses) on US dollar denominated tax basis arise because the associated deferred tax asset has to be
retranslated at each balance sheet date.
(4)
Expenses not deductible for tax purposes typically comprise routine, recurring disallowable expenses such as entertaining. Additional
one off expenses not allowable for tax purposes in 2013 relates to 2013 losses that arose immediately prior to the Group being
acquired by Manchester United plc. These losses are not allowable for US tax purposes but are allowable for UK tax purposes.
F-29
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Notes to the consolidated financial statements (Continued)
10 Tax (Continued)
In addition to the amount credited to the income statement, the following amounts relating to tax have been recognized directly in other comprehensive
income:
2015
Before
tax
£'000
Arising on income and
expenses recognized in other
comprehensive
(loss)/income:
Movements in fair value of
financial instruments
treated as cash flow
hedges
Exchange gain/(loss) on
translation of overseas
subsidiary
Other comprehensive
(loss)/income
Current tax
US deferred tax (note 25)
UK deferred tax (note 25)
(32,598)
—
(32,598)
—
—
—
—
2014
Tax
£'000
11,409
—
11,409
—
4,835
6,574
11,409
After
tax
£'000
Before
tax
£'000
(21,189)
—
(21,189)
—
—
—
—
2013
After
tax
£'000
Tax
£'000
Before
tax
£'000
Tax
£'000
After
tax
£'000
39,643
(13,956)
25,687
(646)
211
(435)
46
(16)
30
(88)
—
(88)
39,689
—
—
—
—
(13,972)
(1,852)
(5,835)
(6,285)
(13,972)
25,717
—
—
—
—
(734)
—
—
—
—
211
—
53
158
211
(523)
—
—
—
—
11 (Loss)/earnings per share
(a) Basic
Basic (loss)/earnings per share is calculated by dividing the (loss)/profit attributable to owners of the parent by the weighted average number of ordinary
shares in issue during the year.
2015
(Loss)/profit attributable to owners of the parent (£'000)
Class A ordinary shares (thousands)
Class B ordinary shares (thousands)
Basic (loss)/earnings per share (pence)
(895)
39,795
124,000
(0.55)
2014
23,835
39,814
124,000
14.55
2013
146,250
38,895
124,000
89.78
(b) Diluted
Diluted (loss)/earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue during the year to assume conversion
of all dilutive potential ordinary shares. The Company has one category of dilutive potential ordinary shares: share awards pursuant to the 2012
F-30
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
11 (Loss)/earnings per share (Continued)
Equity Incentive Plan (the "Equity Plan"). Share awards pursuant to the Equity Plan are assumed to have been converted into ordinary shares at the beginning
of the financial year.
(Loss)/profit attributable to owners of the parent (£'000)
Class A ordinary shares (thousands)
Adjustment for assumed conversion into Class A ordinary shares
(thousands)
Class B ordinary shares (thousands)
Diluted (loss)/earnings per share (pence)
(1)
2015
2014
(895)
39,795
23,835
39,814
146,250
38,895
2013
—(1)
79
124,000
124,000
(0.55)
14.54
—
124,000
89.78
For the year ended 30 June 2015, potential ordinary shares are anti-dilutive, as their inclusion in the diluted loss per share
calculation would reduce the loss per share, and hence have been excluded. For the years ended 30 June 2014 and 2013,
potential ordinary shares have been treated as dilutive, as their inclusion in the diluted earnings per share calculation
decreases earnings per share.
12 Dividends
An interim dividend of £nil (2014: £nil; 2013: £nil) has been paid by the Company during the year. The related amount of dividend per ordinary share
for the year was £nil (2014: £nil; 2013: £0.06). The directors are not proposing to pay a final dividend relating to the year ended 30 June 2015 (2014: £nil;
2013: £nil).
F-31
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
13 Property, plant and equipment
Freehold
property
£'000
Cost
At 1 July 2013
Additions
Disposals
At 30 June 2014
Accumulated depreciation
At 1 July 2013
Charge for year
Disposals
At 30 June 2014
Net book amount
At 30 June 2014
Net book amount
At 1 July 2013
Cost
At 1 July 2014
Additions
Disposals
Transfers
At 30 June 2015
Accumulated depreciation
At 1 July 2014
Charge for year
Disposals
At 30 June 2015
Net book amount
At 30 June 2015
Plant and
machinery
£'000
Fixtures
and fittings
£'000
Total
£'000
270,057
342
(80)
270,319
36,177
4,132
(548)
39,761
29,362
6,202
(137)
35,427
335,596
10,676
(765)
345,507
33,556
3,353
(14)
36,895
30,748
2,266
(538)
32,476
18,484
2,930
(137)
21,277
82,788
8,549
(689)
90,648
233,424
7,285
14,150
254,859
236,501
5,429
10,878
252,808
270,319
149
—
(421)
270,047
39,761
1,443
(1,102)
(276)
39,826
35,427
4,392
(247)
697
40,269
345,507
5,984
(1,349)
—
350,142
36,895
3,333
—
40,228
32,476
2,713
(1,098)
34,091
21,277
4,166
(246)
25,197
90,648
10,212
(1,344)
99,516
229,819
5,735
15,072
250,626
Freehold property primarily comprises the Old Trafford stadium and the Aon Training Complex.
Property, plant and equipment with a net book amount of £218,452,000 (2014: £231,356,000) has been pledged to secure the secured term loan facility
and senior secured notes borrowings of the Group (see note 24).
Capital commitments at the balance sheet date are disclosed in note 29.1.
F-32
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Notes to the consolidated financial statements (Continued)
14 Investment property
£'000
Cost
At 1 July 2013 and 30 June 2014
Accumulated depreciation and impairment
At 1 July 2013
Charge for the year
Impairment charge
At 30 June 2014
Net book amount
At 30 June 2014
Net book amount
At 1 July 2013
Cost
At 1 July 2014 and 30 June 2015
Accumulated depreciation and impairment
At 1 July 2014
Charge for the year
At 30 June 2015
Net book amount
At 30 June 2015
19,128
5,048
116
293
5,457
13,671
14,080
19,128
5,457
112
5,569
13,559
Investment property was externally valued as of 30 June 2015 in accordance with the Royal Institution of Chartered Surveyors ("RICS") Valuation—
Professional Standards, January 2014. The valuation supported the carrying amount as of 30 June 2015 and consequently there were no changes to the net
book value. The external valuation was carried out on the basis of Market Value, as defined in the RICS Valuation—Professional Standards, January 2014.
Fair value of investment property is determined using inputs that are not based on observable market data, consequently the asset is categorized as Level 3
(see note 31.3).
The property rental revenue earned by the Group from its investment property amounted to £1,262,000 (2014: £1,276,000; 2013: £1,126,000). Direct
operating expenses arising on investment property, all of which generated rental income, in the year amounted to £603,000 (2014: £551,000; 2013:
£390,000). The future aggregate minimum rentals receivable under non-cancellable operating leases are disclosed in note 28.2.
Investment property with a net book amount of £6,723,000 (2014: £6,754,000) has been pledged to secure the secured bank loan borrowings of the
Group (see note 24).
As of 30 June 2015, the Group had no contractual obligations to purchase, construct or develop investment property (2014: £nil). As of 30 June 2015,
the Group had no material contractual obligations for repairs, maintenance or enhancements to investment property (2014: not material).
F-33
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
15 Goodwill
2015
£'000
Cost and net book amount at the beginning and end of the year
421,453
2014
£'000
421,453
Impairment tests for goodwill
Goodwill arose largely in relation to the Group's acquisition of Manchester United Limited in 2005. Goodwill is not subject to amortization and is tested
annually for impairment (normally at the end of the third fiscal quarter) or more frequently if events or changes in circumstances indicate a potential
impairment.
An impairment test has been performed on the carrying value of goodwill based on value-in-use calculations. The value-in-use calculations have used
pre-tax cash flow projections based on the financial budgets approved by management covering a five year period. The budgets are based on past experience
in respect of revenues, variable and fixed costs, player and capital expenditure and working capital assumptions. For each accounting period, cash flows
beyond the five year period are extrapolated using a terminal growth rate of 2.5% (2014: 2.5%), which does not exceed the long term average growth rate for
the UK economy in which the cash generating unit operates.
The other key assumptions used in the value in use calculations for each period are the pre-tax discount rate, which has been determined at 9.5% (2014:
9.3%) for each period, and certain assumptions around progression in domestic and European cup competitions, notably the Champions League.
Management determined budgeted revenue growth based on historic performance and its expectations of market development. The discount rates are
pre-tax and reflect the specific risks relating to the business.
The following sensitivity analysis was performed:
•
increase the discount rate by 2% (post-tax);
•
more prudent assumptions around qualification for European cup competitions.
In each of these scenarios the estimated recoverable amount substantially exceeds the carrying value for the cash generating unit and accordingly no
impairment was identified.
Having assessed the future anticipated cash flows, management believes that any reasonably possible changes in key assumptions would not result in an
impairment of goodwill.
F-34
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
16 Players' registrations and other intangible assets
Players'
registrations
£'000
Cost
At 1 July 2013
Additions
Disposals
At 30 June 2014
Accumulated amortization
At 1 July 2013
Charge for year
Disposals
At 30 June 2014
Net book amount
At 30 June 2014
Net book amount
At 1 July 2013
Cost
At 1 July 2014
Additions
Disposals
At 30 June 2015
Accumulated amortization
At 1 July 2014
Charge for year
Disposals
At 30 June 2015
Net book amount
At 30 June 2015
Other intangible
assets
£'000
Total
£'000
317,745
142,032
(46,980)
412,797
—
—
—
—
317,745
142,032
(46,980)
412,797
197,798
55,290
(44,863)
208,225
—
—
—
—
197,798
55,290
(44,863)
208,225
204,572
—
204,572
119,947
119,947
412,797
150,914
(97,881)
465,830
—
951
—
951
412,797
151,865
(97,881)
466,781
208,225
99,534
(80,075)
227,684
—
153
—
153
208,225
99,687
(80,075)
227,837
238,146
798
238,944
The unamortized balance of existing players' registrations as of 30 June 2015 was £238.1 million, of which £92.6 million is expected to be amortized in
the year ended 30 June 2016. The remaining balance is expected to be amortized over the three years to 30 June 2019. This does not take into account player
additions after 30 June 2015, which would have the effect of increasing the amortization expense in future periods, nor does it consider disposals subsequent
to 30 June 2015, which would have the effect of decreasing future amortization charges. Furthermore, any contract renegotiations would also impact future
charges.
Other intangible assets comprise trademark registration costs. Trademark registration costs are fully amortized on a straight-line basis over the estimated
useful lives of the assets, which is typically 10 years.
F-35
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Notes to the consolidated financial statements (Continued)
17 Financial instruments by category
The accounting classification of each category of financial instruments, and their carrying values, is set out in the following table:
Note
Financial assets
At fair value through profit and loss:
Derivative financial instruments
Loans and receivables:
Trade and other receivables excluding prepayments(1)
Cash and cash equivalents
Total financial assets
Financial liabilities
Designated and effective as hedging instruments:
Derivative financial instruments
At fair value through profit and loss:
Derivative financial instruments
Other financial liabilities:
Trade and other payables excluding social security and other taxes(2)
Borrowings
Total financial liabilities
2015
£'000
2014
£'000
18
27
—
19
20
77,352
155,752
233,131
115,700
66,365
182,065
18
111
148
18
5,624
2,329
23
24
166,649
410,967
583,351
135,035
341,808
479,320
​
​​
​
​
​​
​
(1)
Prepayments are excluded from the trade and other receivables balance, as this analysis is required only for financial instruments.
(2)
Social security and other taxes are excluded from the trade and other payables balance, as this analysis is required only for financial
instruments.
The fair value of financial instruments is not materially different to their carrying amount.
F-36
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Notes to the consolidated financial statements (Continued)
18 Derivative financial instruments
Assets
£'000
Derivatives that are designated and effective as hedging instruments carried
at fair value:
Interest rate swaps
Financial instruments carried at fair value through profit or loss:
Embedded foreign exchange derivatives
Interest rate swaps
Forward foreign exchange contracts
Less non-current portion:
Derivatives that are designated and effective as hedging instruments carried
at fair value:
Interest rate swaps
Financial instruments carried at fair value through profit or loss:
Embedded foreign exchange derivatives
Interest rate swaps
Forward foreign exchange contracts
Non-current derivative financial instruments
Current derivative financial instruments
2015
Liabilities
£'000
Assets
£'000
2014
Liabilities
£'000
—
(111)
—
(148)
27
—
—
27
(67)
—
(5,557)
(5,735)
—
—
—
—
(1,320)
(950)
(59)
(2,477)
—
(111)
—
(148)
—
—
—
—
27
(67)
—
(2,591)
(2,769)
(2,966)
—
—
—
—
—
(469)
(950)
(35)
(1,602)
(875)
The ineffective portion recognized in profit or loss that arises from cash flow hedges amounts to £nil (2014: £nil).
Further details of derivative financial instruments are provided in note 31.
19 Trade and other receivables
2015
£'000
Trade receivables
Less: provision for impairment of trade receivables
Net trade receivables
Other receivables
Accrued revenue
Prepayments
Less: non-current portion:
Trade receivables
Non-current trade and other receivables
Current trade and other receivables
2014
£'000
51,746
(3,897)
47,849
82
29,421
77,352
10,111
87,463
88,997
(4,759)
84,238
3,943
27,519
115,700
9,460
125,160
3,836
3,836
83,627
41
41
125,119
F-37
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Notes to the consolidated financial statements (Continued)
19 Trade and other receivables (Continued)
Net trade receivables include transfer fees receivable from other football clubs of £20,693,000 (2014: £2,777,000) of which £3,836,000 (2014: £41,000)
is receivable after more than one year. Net trade receivables also include £21,856,000 (2014: £77,398,000) of deferred revenue that is contractually payable
to the Group, but recorded in advance of the earnings process, with corresponding amounts recorded as deferred revenue liabilities.
20 Cash and cash equivalents
2015
£'000
Cash at bank and in hand
2014
£'000
155,752
66,365
Cash and cash equivalents for the purposes of the statement of cash flows are as above.
21 Share capital
Number of
shares
(thousands)
At 1 July 2013
Employee share-based compensation awards—cancellation of shares
At 30 June 2014
Employee share-based compensation awards—issue of shares
At 30 June 2015
Ordinary
shares
£'000
163,826
(48)
163,778
95
163,873
52
—
52
—
52
The Company has two classes of ordinary shares outstanding: Class A ordinary shares and Class B ordinary shares, each with a par value of $0.0005 per
share. The rights of the holders of Class A ordinary shares and 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. 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, Class B ordinary shares will automatically convert into 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 the Company's 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 of 30 June 2015, the Company's issued share capital comprised 39,873,074 Class A ordinary shares and 124,000,000 Class B ordinary shares.
22 Share-based payments
The Company operates a share-based award plan, the 2012 Equity Incentive Award Plan (the "Equity Plan"), established in 2012. Under the Equity Plan,
16,000,000 shares of our Class A ordinary
F-38
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
22 Share-based payments (Continued)
shares have initially been reserved for issuance pursuant to a variety of share-based awards, including share options, share appreciation rights, or SARs,
restricted share awards, restricted share unit awards, deferred share awards, deferred share unit awards, dividend equivalent awards, share payment awards and
other share-based awards. Of these reserved shares, 15,707,201 remain available for issuance.
Certain directors and members of executive management have been awarded Class A ordinary shares, pursuant to the Equity Plan. These shares are
subject to varying vesting schedules over multi-year periods. The fair value of these shares was the quoted market price on the date of award. It is assumed
that no dividend will be paid for the foreseeable future and that none of the employees will leave the Group before the end of the vesting period. The
Company may choose whether to settle the awards wholly in shares or reduce the number of shares awarded by a value equal to the recipient's liability to any
income tax and social security contributions that would arise if all the shares due to vest had vested. Accordingly the awards may be either equity-settled or
cash-settled.
Movements in the number of share awards outstanding and therefore potentially issuable as new shares are as follows:
Number of
Class A
ordinary shares
At 1 July 2014
Awarded
Vested
At 30 June 2015
105,425
248,847
(95,117)
259,155
The fair value of the shares awarded during the year was $17.65 (£10.79) per share.
For the year ended 30 June 2015 the Group recognized total expenses related to equity-settled share-based payment transactions of £1,352,000 (2014:
£1,138,000; 2013: £832,000) and total expenses related to cash-settled share-based payment transactions of £1,239,000 (2014: £714,000; 2013: £558,000).
23 Trade and other payables
2015
£'000
Trade payables
Other payables
Accrued expenses
Social security and other taxes
Less: non-current portion:
Trade payables
Other payables
Non-current trade and other payables
Current trade and other payables
2014
£'000
118,969
2,064
45,616
166,649
12,712
179,361
94,904
10,588
29,543
135,035
9,661
144,696
46,512
1,566
48,078
131,283
38,752
3,712
42,464
102,232
F-39
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
23 Trade and other payables (Continued)
Trade payables include transfer fees and other associated costs in relation to the acquisition of players' registrations of £114,937,000 (2014:
£82,273,000) of which £46,512,000 (2014: £38,752,000) is due after more than one year.
Other payables include the deferred element of a terminated interest rate swap (related to the former secured senior facilities) of £nil (2014: £8,539,000)
of which £nil (2014: £2,968,000) is due after more than one year.
The fair value of trade and other payables is not materially different to their carrying amount.
24 Borrowings
2015
£'000
Non-current:
Senior secured notes due 2027
Secured term loan facility due 2025
Senior secured notes due 2017
Secured bank loan due 2018
Current:
Secured term loan facility due 2025
Secured bank loan due 2018
Accrued interest on senior secured notes
Total borrowings
2014
£'000
265,734
140,182
—
4,566
410,482
—
168,408
152,711
5,684
326,803
—
371
114
485
410,967
9,107
403
5,495
15,005
341,808
On 27 May 2015 the Group entered into an agreement to issue $425,000,000 in aggregate principal amount of 3.79% senior secured notes due 2027. The
proceeds from the sale of the notes were used to redeem the remaining $269,180,000 of the Group's 8.375% senior secured notes due 2017 and reduce the
indebtedness on the Group's secured term loan facility due 2025 to an aggregate principal amount of $225,000,000.
The senior secured notes due 2027 of £265,734,000 (2014: £nil) is stated net of unamortized issue costs amounting to £4,760,000 (2014: £nil). The
outstanding principal amount of the notes is $425,000,000 (2014: $nil). The notes have a fixed coupon rate of 3.79% per annum and interest is paid semiannually. The notes mature on 25 June 2027.
The Group has the option to redeem the notes in part, in an amount not less than 5% of the aggregate principal amount of the 2027 Notes then
outstanding, or in full, at any time at 100% of the principal amount plus a "make-whole" premium of an amount equal to the discounted value (based on the
US Treasury rate) of the remaining interest payments due on the notes up to 25 June 2027.
The notes were issued by our wholly-owned finance subsidiary, MU Finance plc, and are guaranteed by Red Football Limited, Red Football Junior
Limited, Manchester United Limited and Manchester United Football Club Limited and are secured against substantially all of the assets of those entities.
F-40
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
24 Borrowings (Continued)
On 11 August 2014 the Group re-negotiated the terms of the secured term loan facility. The outstanding principal amount of the loan was increased by
$7,892,500 to the original principal amount of $315,700,000.
On 15 May 2015 the Group again re-negotiated the terms of the secured term loan facility. The outstanding principal amount of the loan was reduced by
$90,700,000, the applicable interest rate margin was reduced, and the term of the facility was extended. All other terms of the loan remain unchanged.
The secured term loan facility due 2025 of £140,182,000 (2014: £177,515,000) is stated net of unamortized issue costs amounting to £3,021,000 (2014:
£2,521,000). The outstanding principal amount of the loan is $225,000,000 (2014: $307,807,500). The loan now attracts interest of US dollar LIBOR plus an
applicable margin of between 1.25% and 1.75% per annum and interest is paid monthly. The remaining balance of the loan is now repayable on 26 June
2025, although the Group continues to have the option to repay the loan at any time.
The loan was provided to our wholly-owned finance subsidiary, MU Finance plc, and is guaranteed by Red Football Limited, Red Football Junior
Limited, Manchester United Limited, Manchester United Football Club Limited and MU Finance plc and is secured against substantially all of the assets of
each of those entities.
During the year ended 30 June 2015 the Group repurchased all the outstanding US dollar denominated senior secured notes due 2017 amounting to
$269,180,000 (2014: $nil). The consideration paid amounted to £173,189,000 (2014: £nil) including a premium on repurchase of £3,552,000 (2014: £nil).
The premium on repurchase and consequent accelerated amortization of issue discount and debt finance costs are immediately recognized in the income
statement—see note 9. Repurchased senior secured notes have been retired.
The senior secured notes due 2017 of £nil (2014: £152,711,000) were stated net of unamortized issue discount and unamortized debt finance costs
amounting to £nil (2014: £4,732,000). The outstanding principal amount of the notes is $nil (2014: $269,180,000). The notes had a fixed coupon rate of
8.375% per annum.
On 26 June 2015 the Group repaid £750,000 of the secured bank loan due 2018. The secured bank loan of £4,937,000 (2014: £6,087,000) comprises a
bank loan within Alderley Urban Investments Limited, a subsidiary of Manchester United Limited, that attracts interest of LIBOR + 1% per annum.
£1,293,000 (2014: £1,888,000) is repayable in quarterly instalments through to July 2018, with the remaining balance of £3,644,000 (2014: £4,199,000)
being re-payable at par on 9 July 2018. The loan is secured by way of a first legal charge over a Group investment property, known as the Manchester
International Freight Terminal, and the loan is also guaranteed by Manchester United Limited.
On 22 May 2015 Red Football Limited and certain of its subsidiaries entered into a new revolving facilities agreement to replace the former revolving
facilities agreement. The new facility provides an initial revolving facility of up to £125,000,000 plus (subject to certain conditions) the ability to incur a
further £25,000,000 by way of incremental facilities. The new facility terminates on 26 June 2021 (although it may be possible for any incremental facilities
to terminate after such date). Drawdowns would attract interest of LIBOR or EURIBOR plus an applicable margin of between 1.25% and 1.75% per annum
(depending on the total net leverage ratio at that time). No drawdowns were made from these facilities during 2015 or 2014.
F-41
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
24 Borrowings (Continued)
As of 30 June 2015, the Group was in compliance with all covenants in relation to borrowings.
Analysis of changes in net debt
Net debt is defined as non-current and current borrowings minus cash and cash equivalents. Net debt is a financial performance indicator that is used by
the Group's management to monitor liquidity risk. The Group believes that net debt is meaningful for investors as it provides a clear overview of the net
indebtedness position of the Group and is used by the Chief Operating Decision Maker in managing the business.
The following tables provide a reconciliation of the movement in the Group's net debt.
At 1 July 2014
£'000
Non-current borrowings
Current borrowings
Less: cash and cash equivalents
326,803
15,005
(66,365)
275,443
Cash flows
£'000
48,433
(34,723)
(86,251)
(72,541)
Non-cash
movements
£'000
35,246
20,203
(3,136)
52,313
At 30 June 2015
£'000
410,482
485
(155,752)
255,215
Non-cash movements largely comprise a foreign exchange gain arising on translation of the US dollar denominated secured term loan facility and senior
secured notes, partly offset by amortization of issue discount, debt finance and debt issue costs, and the movement on accrued interest on senior secured
notes.
At 1 July 2013
£'000
Non-current borrowings
Current borrowings
Less: cash and cash equivalents
377,474
11,759
(94,433)
294,800
Cash flows
£'000
—
(23,759)
21,930
(1,829)
Non-cash
movements
£'000
(50,671)
27,005
6,138
(17,528)
At 30 June 2014
£'000
326,803
15,005
(66,365)
275,443
Non-cash movements largely comprise a net foreign exchange loss arising on translation of the US dollar denominated secured term loan facility and
senior secured notes and amortization of issue discount, debt finance and debt issue costs, offset by the movement on accrued interest on the senior secured
notes.
F-42
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Notes to the consolidated financial statements (Continued)
25 Deferred tax
Deferred tax assets and liabilities are offset where the Group has a legally enforceable right to do so. The following is the analysis of the deferred tax
balances (after allowable offset) for financial reporting purposes:
2015
£'000
US deferred tax assets:
—Deferred tax assets to be recovered after more than 12 months
—Deferred tax assets to be recovered within 12 months
UK deferred tax liabilities:
—Deferred tax liabilities to be recovered after more than 12 months
—Deferred tax liabilities to be recovered within 12 months
Net deferred tax asset
2014
£'000
(121,555)
(12,085)
(133,640)
(129,631)
—
(129,631)
16,671
640
17,311
(116,329)
28,837
—
28,837
(100,794)
The movement in US deferred tax assets are as follows:
Foreign
tax credits
£'000
At 1 July 2013
(Credited)/expensed to income statement
(note 10)
(Credited)/expensed to other comprehensive
income (note 10)
At 30 June 2014
Expensed/(credited) to income statement
(note 10)
Expensed/(credited) to other comprehensive
income (note 10)
At 30 June 2015
Net
operating
losses
£'000
Property,
plant and
equipment
£'000
Intangible
assets
£'000
Other
£'000
(17,423)
(17,670)
1,756
(93,713)
(18,078)
(7,502)
3,009
2,297
11,933
(8,137)
(33,062)
(35)
(14,696)
—
4,053
—
(81,780)
14,007
(4,146)
3,896
(20,421)
231
12,425
4,695
6,574
(22,592)
—
(35,117)
—
4,284
—
(69,355)
(11,409)
(10,860)
(75)
Total
£'000
(145,128)
9,662
5,835
(129,631)
826
(4,835)
(133,640)
Deferred tax assets are recognized 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 temporary differences can be utilized. At 30 June 2015, the current forecasts indicate that the Group
will utilize US foreign tax credits, net operating losses and other temporary differences and accordingly, the associated deferred tax balances have
recognized. US net operating losses can be carried forward up to twenty years and will fully expire if they are not utilized beforehand. US foreign tax credits
can be carried forward up to ten years from the date when they crystallise and offset against future US taxable profits.
F-43
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Notes to the consolidated financial statements (Continued)
25 Deferred tax (Continued)
The movement in UK net deferred tax liabilities are as follows:
Accelerated tax
depreciation
£'000
At 1 July 2013
(Credited)/expensed to income
statement (note 10)
Expensed/(credited) to other
comprehensive income
(note 10)
At 30 June 2014
(Credited)/expensed to income
statement (note 10)
Expensed/(credited) to other
comprehensive income
(note 10)
At 30 June 2015
944
(591)
—
353
(1,334)
—
(981)
Rolled
over gain
on player
disposal
£'000
Non
qualifying
property
£'000
4,771
(443)
—
4,328
(1,396)
—
2,932
Property
fair value
adjustment
£'000
Net
operating
losses
£'000
16,861
19,948
(2,418)
(2,892)
11,641
—
14,443
—
17,056
6,358
(6,056)
(219)
—
14,224
(290)
—
16,766
(24,055)
173
—
(5,883)
Other
(including
other fair
value
adjustments)
£'000
(1,301)
87
Total
£'000
17,168
5,384
(73)
(1,287)
6,285
28,837
(1,886)
(4,952)
(6,574)
(9,747)
(6,574)
17,311
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 utilised. At 30 June 2015 the Group had no
accessible unrecognized UK tax losses (2014: £nil).
26 Cash generated from operations
Note
(Loss)/profit on ordinary activities before tax
Depreciation
Impairment
Amortization
Profit on disposal of players' registrations
Net finance costs
Loss/(profit) on disposal of property, plant and equipment
Equity-settled share-based payments
Foreign exchange (gains)/losses on operating activities
Fair value losses on derivative financial instruments
Reclassified from hedging reserve
Decrease/(increase) in trade and other receivables
Increase in trade and other payables and deferred revenue
Decrease in provisions
Cash generated from operations
13, 14
6
16
22
​
2015
£'000
(3,567)
10,324
—
99,687
(23,649)
35,215
5
1,352
(584)
5,498
(4,713)
58,503
16,950
—
195,021
2014
£'000
40,503
8,665
293
55,290
(6,991)
27,412
24
1,138
925
59
(1,035)
(59,866)
36,762
(1,475)
101,704
2013
£'000
(8,793)
7,769
—
41,714
(9,162)
70,807
(7)
832
—
91
—
8,728
18,352
(401)
129,930
​​
​
F-44
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Notes to the consolidated financial statements (Continued)
27 Contingencies
At 30 June 2015, the Group had no material contingent liabilities in respect of legal claims arising in the ordinary course of business. Contingent transfer
fees are disclosed in note 29.2.
28 Operating lease arrangements
28.1 The group as lessee
The Group leases various premises and plant and equipment under non-cancellable operating lease agreements. The majority of the lease agreements are
renewable at the end of the lease period at market rate. The operating lease expenditure charged to the income statement during the year is disclosed in
note 5. The future aggregate minimum lease payments under non-cancellable operating leases are as follows:
No later than 1 year
Later than 1 year and no later than 5 years
Later than 5 years
2015
£'000
2014
£'000
2,258
1,864
4,109
8,231
1,736
1,799
4,190
7,725
28.2 The group as lessor
The Group leases out its investment properties. The future aggregate minimum rentals receivable under non-cancellable operating leases are as follows:
2015
£'000
No later than 1 year
Later than 1 year and no later than 5 years
Later than 5 years
2014
£'000
1,263
3,346
10,312
14,921
1,203
3,187
12,757
17,147
29 Capital commitments and contingent transfer fees
29.1 Capital commitments
As of 30 June 2015, the Group had capital commitments relating to property, plant and equipment amounting to £0.2 million (2014: £2.9 million).
29.2 Contingent transfer fees
Under the terms of certain contracts with other football clubs in respect of player transfers, additional amounts, in excess of the amounts included in the
cost of players' registrations, would be payable by the Group if certain substantive performance conditions are met. These excess amounts are only recognized
within the cost of players' registrations when the Company considers that it is probable that the condition related to the payment will be achieved. The
maximum additional amounts that could be payable is £26,271,000 (2014: £20,812,000). No material adjustment was required to the amounts included in
the cost of players' registrations during the year (2014 and 2013: no material
F-45
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Notes to the consolidated financial statements (Continued)
29 Capital commitments and contingent transfer fees (Continued)
adjustments) and consequently there was no material impact on the amortization of players' registration charges in the income statement (2014 and 2013: no
material impact).
As of 30 June 2015 the potential amount payable by type of condition and category of player was:
First team
squad
£'000
Type of condition:
MUFC appearances/team success/new contract
International appearances
19,526
3,200
22,726
Other
£'000
Total
£'000
3,410
135
3,545
22,936
3,335
26,271
As of 30 June 2014 the potential amount payable by type of condition and category of player was:
First team
squad
£'000
Type of condition:
MUFC appearances/team success/new contract
International appearances
12,601
4,700
17,301
Other
£'000
Total
£'000
3,351
160
3,511
15,952
4,860
20,812
Similarly, under the terms of contracts with other football clubs for player transfers, additional amounts would be payable to the Group if certain specific
performance conditions are met. In accordance with the recognition criteria for contingent assets, such amounts are only disclosed by the Group when
probable and recognized when virtually certain. As of 30 June 2015, the amount of such receipt considered to be probable was £2.2 million (2014: £nil).
30 Pension arrangements
30.1 Defined benefit scheme
The Group participates in the Football League Pension and Life Assurance Scheme ('the Scheme'). The Scheme is a funded multi-employer defined
benefit scheme, with 92 participating employers, and where members may have periods of service attributable to several participating employers. The Group
is unable to identify its share of the assets and liabilities of the Scheme and therefore accounts for its contributions as if they were paid to a defined
contribution scheme. The Group has received confirmation that the assets and liabilities of the Scheme cannot be split between the participating employers.
The Group is advised only of the additional contributions it is required to pay to make good the deficit. These contributions could increase in the future if
one or more of the participating employers exits the Scheme.
The last triennial actuarial valuation of the Scheme was carried out at 31 August 2014 where the total deficit on the ongoing valuation basis was
£21.8 million. The accrual of benefits ceased within the Scheme on 31 August 1999, therefore there are no contributions relating to current accrual. The
Group pays monthly contributions based on a notional split of the total expenses and deficit contributions of the Scheme.
F-46
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Notes to the consolidated financial statements (Continued)
30 Pension arrangements (Continued)
A charge of £1,247,000 (2014: £nil; 2013: £nil) has been made to the income statement during the year, representing the present value of the additional
contributions the Group is expected to pay to remedy the revised deficit of the Scheme.
The Group currently pays total contributions of £437,000 per annum and, based on the actuarial valuation assumptions, will be sufficient to pay off the
deficit by 28 February 2020.
As of 30 June 2015, the present value of the Group's outstanding contributions (i.e. its future liability) is £1,980,000. This amounts to £414,000 (2014:
£352,000) due within one year and £1,566,000 (2014: £745,000) due after more than one year and is included within other payables.
The funding objective of the Trustees of the Scheme is to have sufficient assets to meet the Technical Provisions of the Scheme. In order to remove the
deficit revealed at the previous actuarial valuation (dated 31 August 2014), deficit contributions are payable by all participating clubs. Payments are made in
accordance with a pension contribution schedule. As the Scheme is closed to accrual, there are no additional costs associated with the accruing of members'
future benefits. In the case of a club being relegated from the Football League and being unable to settle its debt then the remaining clubs may, in
exceptional circumstances, have to share the deficit.
Upon the wind-up of the Scheme with a surplus, any surplus will be used to augment benefits. Under the more likely scenario of there being a deficit, this
will be split amongst the clubs in line with their contribution schedule. Should an individual club choose to leave the Scheme, they would be required to pay
their share of the deficit based on a proxy buyout basis (i.e. valuing the benefits on a basis consistent with buying out the benefits with an insurance
company).
30.2 Defined contribution schemes
Contributions made to defined contribution pension arrangements are charged to the income statement in the period in which they become payable and
for the year ended 30 June 2015 amounted to £2,464,000 (2013: £2,382,000; 2013: £1,798,000). As at 30 June 2015, contributions of £283,000 (2014:
£273,000) due in respect of the current reporting period had not been paid over to the pension schemes.
The assets of all pension schemes to which the Group contributes are held separately from the Group in independently administered funds.
31 Financial risk management
31.1 Financial risk factors
The Group's activities expose it to a variety of financial risks: market risk (including currency risk and interest rate risk), credit risk and liquidity risk.
The Group uses derivative financial instruments to hedge certain exposures, and has designated certain derivatives as hedges of cash flows (cash flow hedge).
The policy for each of the above risks is described in more detail below.
F-47
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Notes to the consolidated financial statements (Continued)
31 Financial risk management (Continued)
a) Market risk
Currency risk
The Group is exposed to the following currency risks:
•
Significant revenue received in Euros primarily as a result of participation in European cup competitions. During the year ended 30 June 2015
the Group received a total of €6.2 million of revenue denominated in Euros (2014: €47.2 million; 2013: €40.7 million). The Group seeks to
hedge the majority of the currency risk of this revenue by placing forward contracts at the point at which it becomes reasonably certain that it
will receive the revenue.
•
Significant amount of commercial revenue denominated in US dollars. During the year ended 30 June 2015 the Group recognized a total of
$189.2 million of revenue denominated in US dollars (2014: $137.7 million; 2013: $91.0 million). The Group hedges the foreign exchange
risk on contracted future US dollar revenues whenever possible using the Group's US dollar net borrowings as the hedging instrument. The
hedge is designated as a cash flow hedge. The foreign exchange gains or losses arising on re-translation of the Group's US dollar net
borrowings used in the hedge are initially recognized in other comprehensive income, rather than being recognized in the income statement
immediately. Amounts previously recognized in other comprehensive income and accumulated in a hedging reserve are subsequently
reclassified into the income statement in the same accounting period, and within the same income statement line (i.e. Commercial revenue), as
the underlying future US dollar revenues. The foreign exchange gains or losses arising on re-translation of the Group's unhedged US dollar
borrowings are recognized in the income statement immediately. The currency retranslation for the year ended 30 June 2015 resulted in a debit
to the hedging reserve of £27,925,000 (2014: credit of £41,056,000; 2013: £nil). The amount reclassified as a credit into the income statement
in the same period was £4,713,000 (2014: £1,035,000; 2013: £nil) and consequently the related balance in the hedging reserve as at 30 June
2015 was a credit of £7,383,000 (2014: credit of £40,021,000; 2013: £nil). These amounts are stated gross, before deducting related tax. Based
on exchange rates existing as of 30 June 2015, a 10% appreciation of the UK pounds sterling compared to the US dollar would have resulted
in a credit to the hedging reserve of approximately £27,217,000. Conversely, a 10% depreciation of the UK pounds sterling compared to the
US dollar would have resulted in a debit to the hedging reserve of approximately £33,266,000.
•
Risks arising from the US dollar denominated secured term loan facility and senior secured notes (see note 24). At 30 June 2015 the secured
term loan facility and senior secured notes included principal amounts of $650,000,000 (2014: $576,987,500) denominated in US dollars. The
currency risk on these US dollar borrowings (net of the Group's US dollar cash balances) is hedged to the extent possible (see above). Interest is
paid on these borrowings in US dollars.
•
Payments and receipts of transfer fees may also give rise to foreign currency exposures. Due to the nature of player transfers the Group may not
always be able to predict such cash flows until the transfer has taken place. Where possible and depending on the payment profile of transfer
fees payable and receivable the Group will seek to hedge future payments and receipts at the point it becomes reasonably certain that the
payments will be made or the income will be received. When hedging income to be received, the Group also takes account of the credit risk of
the counterparty.
F-48
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
31 Financial risk management (Continued)
•
Risks arising from US dollar denominated deferred tax assets in respect of net operating losses. At 30 June 2015 the carrying value of these
assets was $55,629,000.
It is the policy of the Group to enter into forward foreign exchange contracts to cover specific foreign currency payments and receipts. The following
table details the forward foreign currency contracts outstanding at the balance sheet date:
Average
exchange
rate
Buy Euro
1.2676
2015
Foreign
Notional
currency
value
€'000
£'000
Fair
value
£'000
(73,375)
(5,557)
(57,887)
Average
exchange
rate
1.1817
2014
Foreign
currency
€'000
(2,083)
Notional
value
£'000
(1,763)
Fair
value
£'000
(59)
The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities are as follows:
2015
Euro
€'000
Monetary assets
Monetary liabilities
2014
US Dollar
$'000
15,437
(83,932)
(68,495)
214,317
(651,029)
(436,712)
Euro
€'000
US Dollar
$'000
5,968
(3,983)
1,985
197,379
(579,541)
(382,162)
At 30 June 2015:
•
if pounds sterling had strengthened by 10% against the Euro, with all other variables held constant, equity and post-tax profit for the year
would have been £1.3 million higher (2014: not materially different).
•
if pounds sterling had weakened by 10% against the Euro, with all other variables held constant, equity and post-tax profit for the year would
have been £1.6 million lower (2014: not materially different).
•
if pounds sterling had strengthened by 10% against the US dollar, with all other variables held constant, equity and post-tax profit for the year
would have been £7.4 million higher (2014: £12.0 million higher).
•
if pounds sterling had weakened by 10% against the US dollar, with all other variables held constant, equity and post-tax profit for the year
would have been £9.0 million lower (2014: £14.6 million lower).
The Group also has a number of embedded foreign exchange derivatives in host Commercial revenue contracts. These are recognized separately in the
financial statements at fair value since they are not closely related to the host contract. As of 30 June 2015 the fair value of such derivatives was a net liability
of £40,000 (2014: net liability of £1,320,000).
Interest rate risk
The Group has no significant interest bearing assets other than cash on deposit which attracts interest at a small margin above UK base rates.
F-49
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
Notes to the consolidated financial statements (Continued)
31 Financial risk management (Continued)
The Group's interest rate risk arises from its borrowings. Borrowings issued at variable interest rates expose the Group to cash flow interest rate risk.
Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group's borrowings are denominated in US dollar and pounds sterling.
Full details of the Group's borrowings and associated interest rates can be found in note 24.
The Group manages its cash flow interest rate risk where appropriate using interest rate swaps at contract lengths consistent with the repayment schedule
of the borrowings. Such interest rate swaps have the economic effect of converting borrowings from floating rates to fixed rates. Consequently, the impact on
equity and post-tax profit of a 1.0% shift in interest rates would not be material to any periods presented.
The Group has entered into a number of swap agreements. The following table details the interest rate swaps committed to at the balance sheet date:
2014
2015
Principal
value of loan
outstanding
'000
—
$225,000
Rate
received
—
1 month $ LIBOR
Rate
paid
—
Fixed 2.032%
Expiry
date
—
30 June 2024
Principal
value of loan
outstanding
'000
£6,087
$
307,808
Rate
received
3 month LIBOR
3 month $ LIBOR
Rate
paid
Fixed 6.1%
Fixed 1.308%
Expiry
date
9 July 2018
21 June 2018
As of 30 June 2015 the fair value of these interest rate swaps was a liability of £111,000 (2014: liability of £1,098,000).
b) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit risk is managed
on a Group basis and arises from cash and cash equivalents and trade and other receivables (excluding prepayments)—the maximum credit exposure is
£233,104,000 (2014: £182,065,000). Management does not expect any material losses from non-performance by these counterparties.
A substantial majority of the Group's Broadcasting revenue is derived from media contracts negotiated by the Premier League and UEFA 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 the Group's single largest credit exposure. The Group derives commercial and sponsorship revenue from certain corporate
sponsors, including global, regional, mobile, media and supplier sponsors in respect of which the Group may manage its 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. The
Group is 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
the Group in installments. The Group tries to manage its 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, the Group cannot ensure these efforts will eliminate its credit
exposure to other clubs. A change in credit quality at one of the media broadcasters for the Premier League or UEFA, one of the Group's sponsors or a club to
whom the Group has sold a player can increase the risk that such counterparty is unable or
F-50
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
31 Financial risk management (Continued)
unwilling to pay amounts owed to the Group. Derivative financial instruments and cash and cash equivalents are placed with counterparties with a minimum
Moody's rating of Aa3.
Credit terms offered by the Group vary depending on the type of sale. For seasonal match day facilities and sponsorship contracts, payment is usually
required in advance of the season to which the sale relates. For other sales the credit terms typically range from 14 - 30 days, although specific agreements
may be negotiated in individual contracts with terms beyond 30 days. For player transfer activities, credit terms are determined on a contract by contract
basis. Of the net total trade receivable balance of £47,849,000 (2014: £84,238,000), £20,693,000 (2014: £2,777,000) relates to amounts receivable from
various other football clubs in relation to player trading.
As of 30 June 2015, trade receivables of £36,515,000 (2014: £65,960,000) were neither past due nor impaired. Management considers that, based on
historical information about default rates and the current strength of relationships (a number of which are recurring long term relationships) the credit quality
of trade receivables that are neither past due nor impaired is good.
As of 30 June 2015, trade receivables of £15,231,000 (2014: £18,278,000) were past due but not impaired. These relate to independent customers for
whom there is no recent history of default. The ageing analysis of these trade receivables is as follows:
2015
£'000
Up to 3 months past due
Over 3 months past due
2014
£'000
9,619
5,612
15,231
16,329
1,949
18,278
As of 30 June 2015, trade receivables of £3,897,000 (2014: £4,759,000) were impaired and provided for. The amount of the provision as at 30 June 2015
was £3,897,000 (2014: £4,759,000). The individually impaired receivables largely relate to a transfer fee receivable of £1,773,000 (2014: £2,147,000) due
from one football club. The ageing of these receivables, based on due date, is as follows:
Up to 3 months
Over 3 months
2015
£'000
2014
£'000
104
3,793
3,897
156
4,603
4,759
Movements on the provision for impairment of trade receivables are as follows:
Brought forward
Provision for receivables impairment
Receivables written off during the year as uncollectible
Unused amounts reversed
Carried forward
2015
£'000
2014
£'000
4,759
593
(16)
(1,439)
3,897
6,055
985
(1,178)
(1,103)
4,759
F-51
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
31 Financial risk management (Continued)
b) Liquidity risk
The Group's policy is to maintain a balance of continuity of funding and flexibility through the use of secured term loan facilities, senior secured notes
and other borrowings as applicable. The annual cash flow is cyclical in nature with a significant portion of cash inflows being received prior to the start of the
playing season. Ultimate responsibility for liquidity risk management rests with the executive directors of Manchester United plc. The directors use
management information tools including budgets and cash flow forecasts to constantly monitor and manage current and future liquidity.
Cash flow forecasting is performed on a regular basis which includes rolling forecasts of the Group's liquidity requirements to ensure that the Group has
sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Group
does not breach borrowing limits or covenants on any of its borrowing facilities. The Group's borrowing facilities are described in note 24. Financing
facilities have been agreed at appropriate levels having regard to the Group's operating cash flows and future development plans.
Surplus cash held by the operating entities over and above that required for working capital management are invested by Group finance in interest
bearing current accounts or money market deposits. As of 30 June 2015, the Group held cash and cash equivalents of £155,752,000 (2014: £66,365,000).
The table below analyses the Group's non-derivative financial liabilities and net-settled derivative financial liabilities into relevant maturity groupings
based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual
F-52
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
31 Financial risk management (Continued)
undiscounted cash flows including interest and therefore differs from the carrying amounts in the consolidated balance sheet.
Less than
1 year
£'000
Trade and other payables excluding social security and other
taxes(1)
Borrowings
Non-trading(2) and net settled derivative financial instruments:
cash outflow
At 30 June 2015
Trade and other payables excluding social security and other
taxes(1)
Borrowings
Non-trading(2) and net settled derivative financial instruments:
cash outflow
At 30 June 2014
Between
1 and 2 years
£'000
Between
2 and 5 years
£'000
Over
5 years
£'000
118,898
16,418
135,316
43,104
16,442
59,546
6,753
51,637
58,390
—
512,682
512,682
3,321
138,637
3,318
62,864
9,904
68,294
16,483
529,165
93,837
29,363
123,200
21,918
29,387
51,305
21,702
350,863
372,565
—
—
—
3,566
126,766
3,369
54,674
5,527
378,092
—
—
(1)
Social security and other taxes are excluded from trade and other payables balance, as this analysis is required only for financial
instruments.
(2)
Non-trading derivatives are included at their fair value at the balance sheet date.
31.2 Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to shareholders
through the optimisation of the debt and equity balance. Capital is calculated as "equity attributable to owners of the parent" as shown in the balance sheet
plus net debt. Net debt is calculated as total borrowings (including "current and non-current borrowings" as shown in the balance sheet) less cash and cash
equivalents and is used by management in monitoring the net indebtedness of the Group. A reconciliation of net debt is shown in note 24.
31.3 Fair value estimation
The following table presents the financial instruments carried at fair value. The different levels used in measuring fair value have been defined as
follows:
•
Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities;
•
Level 2—inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices);
F-53
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
31 Financial risk management (Continued)
•
Level 3—inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs).
2015
£'000
Assets
Derivative financial assets at fair value through profit or loss (note 18):
Embedded foreign exchange derivatives
Liabilities
Derivative financial liabilities designated as cash flow hedges (note 18):
Interest rate swaps
Derivative financial liabilities at fair value through profit or loss (note 18):
Embedded foreign exchange derivatives
Interest rate swaps
Forward foreign exchange contracts
2014
£'000
27
—
(111)
(148)
(67)
—
(5,557)
(5,708)
(1,320)
(950)
(59)
(2,477)
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques
maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to
fair value an instrument are observable, the instrument is categorised as Level 2.
All of the financial instruments detailed above are categorised as Level 2. Specific valuation techniques used include:
•
The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date, with the resulting
value discounted back to present value;
•
The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves;
•
The fair value of embedded foreign exchange derivatives is determined as the change in the fair value of the embedded derivative at the
contract inception date and the fair value of the embedded derivative at the balance sheet date; the fair value of the embedded derivative is
determined using forward exchange rates with the resulting value discounted to present value.
32 Related party transactions
The immediate parent undertaking of Manchester United plc is Red Football LLC, a company incorporated in the state of Delaware. The ultimate parent
undertaking and controlling party is Red Football Limited Partnership, a limited partnership formed in the state of Nevada, United States of America whose
general partner is Red Football General Partner, Inc., a corporation formed in the state of Nevada, United States of America. Red Football Limited Partnership
and Red Football General Partner, Inc. are controlled by family trusts affiliated with the Glazer family.
Mr. Kevin Glazer, a director of the Company, and certain members of his immediate family held an interest in the Group's US dollar denominated senior
secured notes due 2017. The principal amount of the Group's senior secured notes due 2017 held by Mr. Kevin Glazer and certain members of his immediate
family as of 30 June 2015 was $nil (2014: $7.3 million). The US dollar denominated notes
F-54
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
32 Related party transactions (Continued)
had a fixed coupon rate of 8.375%. Interest payable to Mr. Kevin Glazer and certain members of his immediate family during the year amounted to £302,000
(2014: £372,000; 2013: £449,000) of which £nil (2014: £146,000; 2013: £158,000) was accrued at the year end.
33 Subsidiaries
The following companies are the subsidiary undertakings of the Company as of 30 June 2015:
Subsidiaries
Red Football Finance Limited
Red Football Holdings Limited
Red Football Shareholder Limited
Red Football Joint Venture Limited
Red Football Limited
Red Football Junior Limited
Manchester United Limited
Alderley Urban Investments Limited
Manchester United Commercial Enterprises (Ireland)
Limited
Manchester United Football Club Limited
Manchester United Interactive Limited
MU Commercial Holdings Limited
MU Commercial Holdings Junior Limited
MU Finance plc
MU RAML Limited
MUTV Limited
Principal activity
Issued share
capital
Description of share
classes owned
Finance company
Holding company
Holding company
Holding company
Holding company
Holding company
Commercial company
Property investment
USD 0.01
GBP 150,000,001
GBP 99
GBP 99
GBP 99
GBP 100
GBP 26,519,248
GBP 2
100% Ordinary
100% Ordinary
100% Ordinary
100% Ordinary
100% Ordinary
100% Ordinary
100% Ordinary
100% Ordinary
Property investment
Professional football club
Media company
Holding company
Holding company
Debt-holding company
Retail and licensing company
Subscription TV channel
EUR 13
GBP 1,008,546
GBP 10,000
GBP 100
GBP 100
GBP 15,000,000
GBP 100
GBP 2,400
100% Ordinary
100% Ordinary
100% Ordinary
100% Ordinary
100% Ordinary
100% Ordinary
100% Ordinary
100% Ordinary
All of the above are incorporated and operate in England and Wales, with the exception of Red Football Finance Limited which is incorporated and
operates in the Cayman Islands and Manchester United Commercial Enterprises (Ireland) Limited which is incorporated and operates in Ireland. The
registered office or principal executive office of all the above, with the exception of Manchester United Commercial Enterprises (Ireland) Limited, is Sir Matt
Busby Way, Old Trafford, Manchester, M16 0RA, United Kingdom. The registered office of Manchester United Commercial Enterprises (Ireland) Limited is
4 th Floor, 8-34 Percy Place, Ballsbridge, Dublin 4, Republic of Ireland.
F-55
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
34 Events after the balance sheet date
34.1 Playing registrations
The playing registrations of certain footballers have been disposed of, subsequent to 30 June 2015, for total proceeds, net of associated costs, of
£53,363,000. The associated net book value was £58,546,000.
Subsequent to 30 June 2015 the playing registrations of certain players were acquired or extended for a total consideration, including associated costs, of
£107,856,000.
34.2 Dividends
On 17 September 2015 our board of directors announced that it had approved the payment of a regular quarterly cash dividend on our outstanding
Class A and Class B ordinary shares beginning in the first quarter of fiscal year 2016, with the first dividend of $0.045 per share payable on 15 October 2015
to holders of record of our Class A and Class B ordinary shares on 30 September 2015.
35 Additional information—Financial Statement Schedule I
Schedule I has been provided pursuant to the requirements of Securities and Exchange Commission ("SEC") Regulation S-X Rule 12-04(a), which
require condensed financial information as to financial position, cash flows and results of operations of a parent company as of the same dates and for the
same periods for which audited consolidated financial statements have been presented, as the restricted net assets of Manchester United plc's consolidated
subsidiaries as of 30 June 2015 exceeded the 25% threshold.
As of 30 June 2015, the Group had total borrowings of £411.0 million. The Group's new revolving credit facility, the secured term loan facility and the
note purchase agreement governing the 2027 Notes, 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 and its restricted
subsidiaries, 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. As of 30 June 2015, the Group was in compliance with all covenants in relation to borrowings.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with International Financial Reporting
Standards have been condensed or omitted. The footnote disclosures contain supplemental information only and, as such, these statements should be read in
conjunction with the notes to the accompanying consolidated financial statements.
The condensed financial information has been prepared using the same accounting policies as set out in the consolidated financial statements, except
that investments in subsidiaries are included at cost less any provision for impairment in value.
As of 30 June 2015, 2014 and 2013 there were no material contingencies, significant provisions of long-term obligations, mandatory dividend or
redemption requirements of redeemable stocks or guarantees of the Company, except for those which have been separately disclosed in the consolidated
financial statements, if any.
During the years ended 30 June 2015, 2014 and 2013, £nil cash dividends were declared and paid by the Company.
F-56
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
35 Additional information—Financial Statement Schedule I (Continued)
Condensed income statement of the Company
2015
£'000
Revenue
Operating expenses
Exceptional items(1)
Operating (loss)/profit
Finance costs
(Loss)/profit on ordinary activities before tax
Tax expense
(Loss)/profit for the year
(1)
Year ended 30 June
2014
£'000
—
(144)
(1,089)
(1,233)
—
(1,233)
—
(1,233)
—
(682)
—
(682)
(15)
(697)
—
(697)
2013
£'000
—
(85)
246,184
246,099
(1,062)
245,037
—
245,037
Exceptional items comprise:
2015
£'000
Professional adviser fees relating to public offer of shares
Profit on disposal of shareholding in Red Football Shareholder Limited to Red Football
Holdings Limited, both of which are subsidiary undertakings of the Company
Year ended 30 June
2014
2013
£'000
£'000
(1,089)
—
—
(1,089)
—
—
(3,816)
250,000
246,184
There were no items of other comprehensive loss or income in the years ended 30 June 2015, 2014 or 2013 and therefore no statement of comprehensive
income has been presented.
F-57
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
35 Additional information—Financial Statement Schedule I (Continued)
Condensed balance sheet of the Company
As of 30 June
2015
2014
£'000
£'000
ASSETS
Non-current assets
Investment in subsidiaries
Current assets
Cash and cash equivalents
Total assets
EQUITY AND LIABILITIES
Equity
Share capital
Share premium
Retained earnings
Current liabilities
Other payables
Total equity and liabilities
319,265
319,265
319,265
319,265
224
224
319,489
206
206
319,471
52
68,822
246,429
315,303
52
68,822
246,310
315,184
4,186
4,186
319,489
4,287
4,287
319,471
F-58
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
35 Additional information—Financial Statement Schedule I (Continued)
Condensed statement of changes in equity of the Company
Share
capital
£'000
Balance at 1 July 2012
Profit for the year
Total comprehensive income for the year
Equity-settled share based payments
Proceeds from issue of shares
Expenses directly attributable to issue of shares
Balance at 30 June 2013
Loss for the year
Total comprehensive loss for the year
Equity-settled share based payments
Balance at 30 June 2014
Loss for the year
Total comprehensive loss for the year
Equity-settled share based payments
Balance at 30 June 2015
50
—
—
—
2
—
52
—
—
—
52
—
—
—
52
Share
premium
£'000
25
—
—
—
70,256
(1,459)
68,822
—
—
—
68,822
—
—
—
68,822
Retained
earnings
£'000
—
245,037
245,037
832
—
—
245,869
(697)
(697)
1,138
246,310
(1,233)
(1,233)
1,352
246,429
Total
equity
£'000
75
245,037
245,037
832
70,258
(1,459)
314,743
(697)
(697)
1,138
315,184
(1,233)
(1,233)
1,352
315,303
F-59
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
Notes to the consolidated financial statements (Continued)
35 Additional information—Financial Statement Schedule I (Continued)
Condensed statement of cash flows of the Company
2015
£'000
Cash flows from operating activities
(Loss)/profit on ordinary activities before tax
Net finance costs
Profit on disposal of shareholding in Red Football Shareholder Limited to Red Football
Holdings Limited
Decrease in other receivables
Increase in other payables
Cash generated from/(used in) operations
Interest paid
Net cash generated from/(used in) operating activities
Cash flows from investing activities
Capital contribution into subsidiary
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Expenses directly attributable to issue of shares
Net cash generated from/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Year ended 30 June
2014
2013
£'000
£'000
(1,233)
—
(697)
15
245,037
1,062
—
—
1,251
18
—
18
—
—
671
(11)
(15)
(26)
(250,000)
75
5,586
1,760
(1,062)
698
—
—
(69,265)
(69,265)
—
—
—
(26)
232
206
70,258
(1,459)
68,799
232
—
232
—
—
—
—
—
18
206
224
The following reconciliations are provided as additional information to satisfy the Schedule I SEC requirements for parent-only financial information
2015
£'000
IFRS (loss)/profit reconciliation:
Parent only—IFRS (loss)/profit for the year
Elimination of profit on disposal of shareholding in Red Football Shareholder Limited
to Red Football Holdings Limited
Additional profit if subsidiaries had been accounted for on the equity method of
accounting as opposed to cost
Consolidated IFRS (loss)/profit for the year
IFRS equity reconciliation:
Parent only—IFRS equity
Elimination of profit on disposal of shareholding in Red Football Shareholder Limited
to Red Football Holdings Limited
Additional profit if subsidiaries had been accounted for on the equity method of
accounting as opposed to cost
Consolidated—IFRS equity
Year ended 30 June
2014
2013
£'000
£'000
(1,233)
—
338
(895)
(697)
245,037
—
(250,000)
24,532
23,835
151,382
146,419
315,303
315,184
314,743
—
—
162,615
477,918
183,466
498,650
(250,000)
383,217
447,960
F-60
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to
sign this annual report on its behalf.
Manchester United plc
(Registrant)
Date: 15 October 2015
By: /s/ EDWARD WOODWARD
Name:
Title:
Source: Manchester United plc, 20-F, October 15, 2015
Edward Woodward
Executive Vice Chairman
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Table of Contents
EXHIBITS
1.1 Amended and Restated Memorandum and Articles of Association of Manchester United plc dated as of 8 August
2012 (included as Exhibit 3.1 to our Registration Statement on Form F-1/A (File No. 333-182535), filed with the SEC
on 30 July 2012, as amended).
2.1 Specimen Ordinary Share Certificate of Manchester United plc (included as Exhibit 4.1 to our Registration Statement
on Form F-1/A (File No. 333-182535), filed with the SEC on 30 July 2012, as amended).
4.1 Agreement, dated 19 May 2008, between The Royal Bank of Scotland plc, as agent for National Westminster
Bank plc, and Alderley Urban Investments (included as Exhibit 10.3 to our Registration Statement on Form F-1/A
(File No. 333-182535), filed with the SEC on 16 July 2012, as amended).
4.2 Amendment and Restatement Agreement relating to the Secured Term Facility, dated 11 August 2014, between Red
Football Limited and Bank of America, N.A., as Agent and Original Lender (included as Exhibit 4.1 to our Report on
Form 6-K (File No. 001-35627), filed with the SEC on 12 August 2014).
4.3 Amendment and Restatement Agreement relating to the Secured Term Facility, dated 15 May 2015, among Red
Football Limited, Bank of America, N.A., as Original Agent, and Bank of America Merrill Lynch International
Limited, as Agent and Lender (included as Exhibit 10.1 to our Registration Statement on Form F-3 (File No. 333206985), filed with the SEC on 17 September 2015).
4.4 Revolving Facilities Agreement, dated 22 May 2015, among Red Football Limited, MU Finance plc, the guarantors
party thereto, Bank of America, N.A., as Arranger, the Original Lenders named therein, and Bank of America Merrill
Lynch International Limited, as Agent and Security Trustee (included as Exhibit 10.2 to our Registration Statement
on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015).
4.5 Note Purchase Agreement, dated 27 May 2015, among MU Finance plc, the guarantors party thereto, the purchasers
listed therein and the Bank of New York Mellon, as Paying Agent (included as Exhibit 4.3 to our Registration
Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015).
4.6 Term Facility Amendment Letter, dated 26 June 2015, between Red Football Limited and Bank of America Merrill
Lynch International Limited, as Agent and Lender (included as Exhibit 10.3 to our Registration Statement on Form F3 (File No. 333-206985), filed with the SEC on 17 September 2015).
4.7 Second Term Facility Amendment Letter, dated 11 September 2015, between Red Football Limited and Bank of
America Merrill Lynch International Limited, as Agent and Lender.
4.8 Revolving Facilities Amendment Letter, dated 7 October 2015, between Red Football Limited and Bank of America
Merrill Lynch International Limited, as Agent and Lender.
4.9 2012 Equity Incentive Award Plan (included as Exhibit 4.2 to our Registration Statement on Form S-8 (File No. 333183277), filed with the SEC on 13 August 2012).
4.10 Premier League Handbook, Season 2014/15 (included as Exhibit 4.6 to our Annual Report on Form 20-F (File
No. 001-35627), filed with the SEC on 27 October 2014).
4.11 Premier League Handbook, Season 2015/16.
8.1 List of significant subsidiaries (included in note 33 to our audited consolidated financial statements included in this
Annual Report).
12.1 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
Source: Manchester United plc, 20-F, October 15, 2015
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Table of Contents
12.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
13.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
13.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
15.1 Consent of PricewaterhouseCoopers LLP.
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Exhibit 4.7
PRIVATE & CONFIDENTIAL
From:
Red Football Limited (the “Company”) as the Company and as Obligors’ Agent (under and as defined in the Facility Agreement (as defined below))
To:
Bank of America Merrill Lynch International Limited (the “Agent”) as facility agent of the other Finance Parties (under and as defined in the Facility
Agreement); and
Bank of America Merrill Lynch International Limited as Lender.
11 September 2015
Dear Sirs
Term facility agreement dated 20 May 2013 as amended and restated pursuant to an amendment and restatement agreement dated 11 August 2014 and
amended and restated pursuant to an amendment and restatement agreement dated 15 May 2015, and as amended pursuant to an amendment letter
dated 26 June 2015 entered into between, among others, the Company, the Agent and the Lender (the “Facility Agreement”)
Reference is made to the Facility Agreement.
Unless otherwise defined in this letter or the context otherwise requires, capitalised terms defined in the Facility Agreement shall bear the same meaning in
this letter. Unless otherwise stated, references to a “Clause” or a “Schedule” are to the corresponding clause or schedule of the Facility Agreement.
Pursuant to clause 43 (Amendments and Waiver) of the Facility Agreement, the Company, the Agent and the Lender have agreed to enter into this letter in
order to amend the terms of the Facility Agreement in the manner set out in paragraph 1 (Amendments to the Facility Agreement) of this letter, such
amendments to become effective immediately on the date of this letter (the “Effective Time”).
The Company is entering into this letter for itself and on behalf of the other Obligors pursuant to Clause 2.3 (Obligors’ Agent).
1.
AMENDMENTS TO THE FACILITY AGREEMENT
With effect from (and including) the Effective Time:
1.1
paragraph (b) of Clause 27.1 (Financial statements) of the Facility Agreement is deleted in its entirety and replaced with:
“(b)
within 60 days following the end of each of the first three Financial Quarters in each Financial Year of the Company, quarterly reports
containing the following information: (i) an unaudited condensed consolidated balance sheet of the Company as of the end of such
Financial Quarter and unaudited condensed consolidated statements of income and cash flow of the Company for the quarterly and year to
date periods ending on the unaudited condensed consolidated balance sheet date, and the comparable prior year periods for the Company,
together with condensed footnote disclosure; (ii) pro forma income statement and balance sheet information of the Company, together with
explanatory footnotes, for any material acquisitions, dispositions or recapitalisations (excluding acquisitions or dispositions of player
registrations) that have occurred since the beginning of the most recently completed fiscal quarter as to which such quarterly report relates;
and (iii) an operating and financial review of the unaudited financial statements (including a discussion by business segment), including a
discussion of the consolidated financial condition and
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
results of operations of the Company and any material change between the current quarterly period and the corresponding period of the
prior year; and”; and
1.2
paragraph (a) of Clause 27.4 (Budget) of the Facility Agreement is deleted in its entirety and replaced with:
“(a)
For so long as the Original Lender and the Amendment Effective Date Lender collectively hold Commitments representing 50 per cent. or
more of the original Total Commitments, the Company shall supply to the Agent for the Original Lender (and once the Original Lender has
transferred its Commitment in accordance with the terms of this Agreement, the Amendment Effective Date Lender) only, as soon as the
same become available but in any event within 75 days after the start of each of its Financial Years, an annual Budget for that Financial
Year.”.
2.
CONTINUITY AND CONSENT OF THE GUARANTORS
2.1
Continuing obligations
The Facility Agreement is amended only to the extent set out in this letter. In all other respects the terms of the Finance Documents remain in full
force and effect.
The parties to this letter agree that, with effect on and from the Effective Time, they shall have the rights and take on the obligations ascribed to them
under the Facility Agreement as amended by this letter.
2.2
Continuing Guarantees
The Company on behalf of the Guarantors hereby consents, acknowledges and agrees to the amendments and other matters set forth in this letter and
hereby confirms and ratifies in all respects the guarantee in Clause 25 (Guarantee and Indemnity) in the Facility Agreement (including without
limitation the continuation of each Guarantor’s payment and performance obligations thereunder upon and after the effectiveness of this this letter)
and the enforceability of such guarantee against such Guarantor in accordance with its terms.
3.
REPRESENTATIONS AND WARRANTIES
The Company represents and warrants to the Agent that the Repeating Representations are true and accurate in all respects (or, in the case of such
Repeating Representations which are not otherwise subject to a materiality threshold or qualification in accordance with their terms, are correct in all
material respects) as at the date of this letter.
4.
FEES AND EXPENSES
The Company shall reimburse the Agent promptly on demand for all reasonable charges and expenses (including, without limitation, the fees and
expenses of legal advisors (subject to an agreed cap in writing (if any)) which are incurred by the Agent in connection with this letter and the
arrangements contemplated thereby, whether or not the Effective Time occurs.
5.
GENERAL
5.1
Construction
The provisions of Clause 1.2 (Construction), Clause 39 (Notices), Clause 41 (Partial Invalidity), Clause 42 (Remedies and Waivers), Clause 43
(Amendments and Waivers) and Clause 48 (Enforcement) of the Facility Agreement shall apply to this letter as if set out in this
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
letter, but as if references in those Clauses to the Facility Agreement were references to this this letter.
5.2
Counterparts
This letter may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all of which when
taken together shall constitute a single instrument, and which counterparts may be delivered by telefacsimile or other electronic means (including
.pdf).
5.3
Finance Documents
This letter is designated a Finance Document by the Company and the Facility Agent.
5.4
Third Party Rights
Unless expressly provided to the contrary in this letter, a person who is not a party has no right under the Contracts (Rights of Third Parties) Act
1999 (or any analogous provision under any applicable law) to enforce or enjoy the benefit of any term of this letter.
Notwithstanding any term of this letter, the consent of any person who is not a party is not required to amend, rescind or otherwise vary this letter at
any time.
5.5
Governing law
This letter and any non-contractual obligations arising out of or in connection with it is governed by English law.
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
We would be grateful if you could sign and return this letter as acknowledgment of your agreement to the above.
Yours faithfully,
RED FOOTBALL LIMITED
(for and on behalf of itself and each Obligor)
Signature:
Name:
Title:
/s/ Edward Woodward
Edward Woodward
Authorized Signatory
[Term Facility Amendment Letter]
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Agreed and accepted:
THE AGENT
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED
as Agent for itself and for and on behalf of the other Finance Parties
Signature:
Name:
Title:
/s/ Kevin Day
Kevin Day
Vice President
THE LENDER
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED
as Lender
Signature:
Name:
Title:
/s/ Joanne Hilliard
Joanne Hilliard
Vice President
[Term Facility Amendment Letter]
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Exhibit 4.8
PRIVATE & CONFIDENTIAL
From:
Bank of America Merrill Lynch International Limited (the “Agent”) for itself and as facility agent for the Finance Parties (under and as defined in the
Revolving Facilities Agreement).
To:
Red Football Limited (the “Company”) as the Company and as Obligors’ Agent (under and as defined in the Revolving Facilities Agreement (as
defined below))
7 October 2015
Dear Sirs
Re: Revolving facilities agreement dated 22 May 2015 between, amongst others, the Company, MU Finance plc as Original Borrower, Bank of
America, N.A. as the Arranger and Bank of America Merrill Lynch International Limited as Agent and Security Trustee (the “Revolving Facilities
Agreement”)
We refer to the Revolving Facilities Agreement. Words and expressions defined in the Revolving Facilities Agreement have the same meanings when used in
this letter unless otherwise defined in this letter or the context otherwise requires.
Unless otherwise stated, references to a “Clause” or a “Schedule” are to the corresponding clause or schedule of the Revolving Facilities Agreement.
The Majority Lenders have agreed to amend the terms of the Revolving Facilities Agreement in the manner set out in paragraph 1 (Amendments to the
Revolving Facilities Agreement)). Such amendments are to become effective immediately on the date of this letter (the “Effective Date”).
The Company is entering into this letter for itself and on behalf of the other Obligors pursuant to Clause 2.5 (Obligors’ Agent).
1.
AMENDMENTS TO THE REVOLVING FACILITIES AGREEMENT
With effect from the Effective Date:
1.1
paragraph (b) of Clause 25.1 (Financial statements) of the Revolving Facilities Agreement is deleted in its entirety and replaced with:
(b)
within 60 days following the end of each of the first three Financial Quarters in each Financial Year of the Company (commencing in
respect of the Financial Year of the Company ending on or about 30 June 2016), its unaudited consolidated quarterly financial
statements for that Financial Quarter and, subject to Clause 25.11 (Alternative Reporting), such quarterly financial statements shall
contain the following information: (i) an unaudited condensed consolidated balance sheet of the Company as of the end of such Financial
Quarter and unaudited condensed consolidated statements of income and cash flow of the Company for the quarterly and year to date
periods ending on the unaudited condensed consolidated balance sheet date, and the comparable prior year periods for the Company,
together with condensed footnote disclosure; (ii) pro forma income statement and balance sheet information of the Company, together
with explanatory footnotes, for any material acquisitions, dispositions or recapitalisations (excluding acquisitions or dispositions of
player registrations) that have occurred since the beginning of the most recently completed fiscal quarter as to which such quarterly
report relates; and (iii) an operating and financial review of the unaudited financial statements (including a
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
discussion by business segment), including a discussion of the consolidated financial condition and results of operations of the Company
and any material change between the current Financial Quarter and the corresponding period in the prior Financial Year;
1.2
paragraph (a) of Clause 25.4 (Budget) of the Revolving Facilities Agreement is deleted in its entirety and replaced with:
(a)
The Company shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests), as soon as the same become
available but in any event within 75 days following the start of each of its Financial Years an annual Budget for that Financial Year
(commencing in respect of the Financial Year of the Company to end on or about 30 June 2017); and
1.3
if any Default or Event of Default has occurred on or prior to the Effective Date as a result of non-compliance with any requirement of Clauses 25.1
(Financial statements) to 25.4 (Budget) (inclusive) and/or Clause 25.9 (Notification of Default) of the Revolving Facilities Agreement, any such
Default or Event of Default (if applicable) shall be waived and shall no longer be outstanding and/or continuing.
2.
CONTINUITY AND CONSENT OF THE GUARANTORS
2.1
Continuing obligations
Except as varied or waived by the terms of this letter, the Revolving Facilities Agreement will remain in full force and effect and any reference in the
amended Revolving Facilities Agreement or any other Finance Document to such Revolving Facilities Agreement or to any provision of such
Revolving Facilities Agreement will be construed as a reference to such amended Revolving Facilities Agreement, or that provision, as amended by
this letter.
2.2
Continuing Guarantees
The Company on behalf of the Guarantors hereby consents, acknowledges and agrees to the amendments and other matters set forth in this letter and
hereby confirms and ratifies in all respects the guarantee in Clause 23 (Guarantee and Indemnity) of the Revolving Facilities Agreement (including
without limitation the continuation of each Guarantor’s payment and performance obligations thereunder upon and after the effectiveness of this this
letter) and the enforceability of such guarantee against such Guarantor in accordance with its terms.
3.
REPRESENTATIONS AND WARRANTIES
The Company represents and warrants to the Agent that the Repeating Representations are true and accurate in all respects (or, in the case of such
Repeating Representations which are not otherwise subject to a materiality threshold or qualification in accordance with their terms, are correct in all
material respects) as at the date of this letter.
4.
GENERAL
4.1
Construction
The provisions of Clause 1.2 (Construction), Clause 39 (Partial Invalidity), Clause 40 (Remedies and Waivers), Clause 41 (Amendments and
Waivers) and Clause 46 (Enforcement) of the Revolving Facilities Agreement shall apply to this letter as if set out in this letter, but as if references in
those Clauses to the Revolving Facilities Agreement were references to this this letter.
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
4.2
Counterparts
This letter may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy
of this letter.
4.3
Finance Documents
This letter is designated as a Finance Document by the Company and the Facility Agent.
4.4
4.5
Third Party Rights
(a)
Unless expressly provided to the contrary in this letter, a person who is not a party has no right under the Contracts (Rights of Third Parties)
Act 1999 (or any analogous provision under any applicable law) to enforce or enjoy the benefit of any term of this letter.
(b)
Notwithstanding any term of this letter, the consent of any person who is not a party is not required to amend, rescind or otherwise vary this
letter at any time
Governing law
This letter and any non-contractual obligations arising out of or in connection with it is governed by English law.
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
We would be grateful if you could sign and return this letter as acknowledgment of your agreement to the above.
Yours faithfully,
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED
for itself and as facility agent for and on behalf of the Finance Parties
Signature:
Name:
Title:
/s/ Kevin Day
Kevin Day
Vice President
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Agreed and accepted:
RED FOOTBALL LIMITED
(for and on behalf of itself and each Obligor)
Signature:
Name:
Title:
/s/ Edward Woodward
Edward Woodward
Authorized Signatory
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Exhibit 4.10
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
THE FOOTBALL ASSOCIATION
PREMIER LEAGUE LIMITED
Season 2015/16
Board of Directors
Richard Scudamore (Executive Chairman)
Claudia Arney (Non-Executive Director)
Kevin Beeston (Non-Executive Director)
Auditors
Deloitte LLP
2 New Street Square
London
EC4A 3BZ
Bankers
Barclays Bank plc
27th Floor
1 Churchill Place
London
E14 5HP
Registered Office
30 Gloucester Place
London W1U 8PL
Regd. No. 2719699
Telephone
020 7864 9000
Facsimile
020 7864 9001
Website
www.premierleague.com
Published by The Football Association Premier League Limited
© The Football Association Premier League Limited 2015
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
PREMIER LEAGUE CHAIRMEN’S CHARTER
SEASON 2015/16
Foreword
The Chairmen’s Charter is a statement of our commitment and aim to run Premier League football to the highest possible standards in a professional manner
and with the utmost integrity.
With that aim we, the Chairmen of the Clubs in membership of The Premier League, are determined:
(a)
(b)
(c)
(d)
(e)
To conduct our respective Club’s dealings with the utmost good faith and honesty.
At all times to maintain a rule book which is comprehensive, relevant and up-to-date.
To adopt disciplinary procedures which are professional, fair and objective.
To submit to penalties which are fair and realistic.
To secure the monitoring of and compliance with the rules at all times.
The Charter
The Chairmen’s Charter sets out our commitment to run Premier League football to the highest possible standards and with integrity.
We will ensure that our Clubs:
·
·
·
·
·
·
Behave with the utmost good faith and honesty to each other, do not unjustly criticise or disparage one another and maintain confidences.
Will comply with the laws of the game and take all reasonable steps to ensure that the Manager, his staff and Players accept and observe the authority
and decisions of Match Officials at all times.
Follow Premier League and FA Rules not only to the letter but also to their spirit, and will ensure that our Clubs and Officials are fully aware of such
rules and that we have effective procedures to implement the same.
Will respect the contractual obligations and responsibilities of each other’s employees and not seek to breach these or to make illegal approaches.
Will discharge their financial responsibilities and obligations to each other promptly and fully and not seek to avoid them.
Will seek to resolve differences between each other without recourse to law.
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
CONTENTS
CLUB DIRECTORY
01
FIXTURES
43
RULES
61
– Premier League Rules
– Premier League Forms
– Youth Development Rules
– Youth Development Forms
– Appendices to the Rules
75
229
313
401
429
MATCH OFFICIALS
493
MEMORANDUM & ARTICLES OF ASSOCIATION
501
MISCELLANEOUS
525
STATISTICS
547
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
CLUB DIRECTORY
AFC BOURNEMOUTH
Vitality Stadium
Dean Court
Bournemouth
BH7 7AF
Main Switchboard: 0344 576 1910
Fax: 01202 726373
Ticket Office: 0344 576 1910
www.afcb.co.uk
Chairman
Jeff Mostyn
Chief Executive
Neill Blake
Club Secretary
Neil Vacher
Manager
Eddie Howe
General Manager
Elizabeth Finney
Academy Manager and Head of Coaching
Joe Roach
Head of Finance
Rosie Hardy
01202 726321
Head of Media and Communications
Max Fitzgerald
01202 726312
Supporter Liaison Officer
Elizabeth Finney
01202 726309
Safety Officer
Alan Jones
Team Doctor
To be advised
Head Physiotherapist
Steve Hard
Qualifications: BSc (Hons) MSST, MCSP, SRP
Head Groundsman
James Lathwell
Qualifications: NVQ Level 3 Turf Management,
National Diploma in Horticulture
Commercial Director
Rob Mitchell
01202 726322
Ticketing Supervisor
Serena Stone
01202 726331
2
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Shirt Sponsor
Mansion Europe Holdings Limited
Directors
Jeff Mostyn (Chairman)
John O’Neill
Neill Blake (Chief Executive)
Nick Rothwell
Alexey Panferov
Mikhail Ponomarev
Igor Tikhturov
Oleg Tikhturov
Kit Manufacturer
JD Sports
Ground Capacity at start of the Season
11,464
Pitch Dimensions
Length: 105 metres Width: 68 metres
Official Company Name and Number
AFC Bournemouth Limited
No. 6632170
Home kit
Alternative kit 1
Alternative kit 2
Colours: Shirts: Red and black
stripes / Shorts: Black / Socks: Black
Colours: Shirts: Blue and black /
Shorts: Black / Socks: Black
Colours: Shirts: Pink /
Shorts: Pink / Socks: Pink
Home Goalkeeper
Goalkeeper Alternative kit 1
Goalkeeper Alternative kit 2
Colours: Shirts: Yellow /
Shorts: Yellow / Socks: Yellow
Colours: Shirts: Green /
Shorts: Green / Socks: Green
Colours: Shirts: Black /
Shorts: Black / Socks: Black
3
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
ARSENAL
Highbury House
75 Drayton Park
London N5 1BU
Main Switchboard: 020 7619 5003
Fax: 020 7704 4001
Contact Centre / Ticket Office: 020 7619 5000
Credit Card Bookings: 0844 277 3625
www.arsenal.com
Chairman
Sir Chips Keswick
Chief Executive Officer
Ivan Gazidis
Company Secretary
David Miles
Manager
Arsène Wenger
Assistant Manager
Steve Bould
Academy Manager
Andries Jonker
Chief Financial Officer
Stuart Wisely
020 7704 4060
Chief Commercial Officer
Vinai Venkatesham
020 7619 5003
Media, Marketing and CRM Director
Michael Leavey
020 7619 5003
Ticketing and Services Director
Ivan Worsell
020 7619 5003
Stadium and Facilities Director
John Beattie
020 7704 4030
Communications Director
Mark Gonnella
020 7704 4010
General Counsel
Svenja Geissmar
020 7619 5003
Chief Operations / People Officer
Trevor Saving
020 7619 5003
Supporter Liaison Officer
Mark Brindle
020 7619 5003
Event Safety and Security Manager
Sharon Cicco
020 7704 4030
Team Doctor
Gary O’Driscoll
Qualifications: MBBS, BSc, DipSEM, FFSEM(Ire)
Head of Medical Services
Colin Lewin
Qualifications: BSc (Hons) MCSP, HCPC
4
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Head Groundsman
Paul Ashcroft
Qualifications: National Diploma in Turf,
Science and Grounds Management
Ground Capacity at start of the Season
60,260
Pitch Dimensions
Length: 105 metres Width: 68 metres
Publications Manager
Andy Exley
Arsenal Football Club, Highbury House,
75 Drayton Park, London N5 1BU
020 7619 5003
Directors
Sir Chips Keswick (Chairman)
Stanley Kroenke
Ivan Gazidis (CEO)
Ken Friar OBE
Richard Carr
Lord Harris of Peckham
Josh Kroenke
Shirt Sponsor
Emirates
Kit Manufacturer
PUMA
Official Company Name and Number
The Arsenal Football Club Plc
No. 109244
Home kit
Alternative kit 1
Alternative kit 2
Colours: Shirts: Red and white /
Shorts: White / Socks: White
Colours: Shirts: Gold and
dark blue / Shorts: Dark blue /
Socks: Dark blue
Colours: Shirts: Black /
Shorts: Black / Socks: Black
Home Goalkeeper
Goalkeeper Alternative kit 1
Goalkeeper Alternative kit 2
Colours: Shirts: Dark grey /
Shorts: Dark grey / Socks: Dark grey
Colours: Shirts: Blue /
Shorts: Blue / Socks: Blue
Colours: Shirts: Orange /
Shorts: Orange / Socks: Orange
5
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
ASTON VILLA
Villa Park
Birmingham
B6 6HE
Main Switchboard: 0121 327 2299
Fax: 0121 322 2107
Ticket Office: 0800 612 0970
www.avfc.co.uk
[email protected]
Chief Executive
Tom Fox
Secretary
Sharon Barnhurst
Manager
Tim Sherwood
Assistant Manager
Ray Wilkins MBE
Academy Manager
Sean Kimberley
Chief Finance Officer
Robin Russell
0121 326 1520
Head of Marketing
Russell Jones
0121 326 1545
Head of Consumer Sales (Ticketing)
Nicola Keye
0121 326 1528
Head of Facilities
Richard Carpenter
0121 326 1498
Head of Media
Tommy Jordan
0121 326 1561
Supporter Liaison Officer
Lee Preece
0121 326 1502
Head of Sport and Exercise Medicine
Dr Roddy MacDonald
Qualifications: MBChB, MRCCGP, DTM&H,
MSc (Sports Medicine), FFSEM
Senior Physiotherapist
Alan Smith
Qualifications: Chartered Physiotherapist,
MRSP, SRP
Head Groundsmen
Paul Mytton (Villa Park)
Qualifications: City & Guilds Greenkeeping 1,2,3
Graeme Farmer (Training Ground)
Qualifications: NVQ Amenity Horticulture 1+2
Programme Editor
Dan Harrison
Villa Park, Birmingham B6 6HE
0121 327 2299
Head of Security and Safety Operations
John Handley
0121 326 1505
6
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Shirt Sponsor
Intuit QuickBooks
Directors
Randy Lerner
Tom Fox (Chief Executive)
Robin Russell (Chief Finance Officer)
Kit Manufacturer
Macron
Official Company Name and Number
Aston Villa FC Limited
No. 2502822
Ground Capacity at start of the Season
42,660
Pitch Dimensions
Length: 105 metres Width: 68 metres
Home kit
Alternative kit 1
Alternative kit 2
N/A
Colours: Shirts: Claret body
with sky sleeves / Shorts: White /
Socks: Sky with claret hoops
& sky turnover
Colours: Shirts: Yellow /
Shorts: Black / Socks: Yellow
with black turnover
Home Goalkeeper
Goalkeeper Alternative kit 1
Goalkeeper Alternative kit 2
Colours: Shirts: Black with grey
trim / Shorts: Black / Socks: Black
Colours: Shirts: Red /
Shorts: Red / Socks: Red
Colours: Shirts: Orange /
Shorts: Orange / Socks: Orange
7
CHELSEA
Stamford Bridge
Fulham Road
London SW6 1HS
Correspondence Address: 60 Stoke Road, Stoke D’Abernon,
Cobham, Surrey, KT11 3PT
Football Administration Fax: 01932 596 180
Main Switchboard: 0871 984 1955
Fax: 020 7381 4831
Call Centre / Ticket Sales: 0871 984 1905
www.chelseafc.com
[email protected]
Chairman
Bruce Buck
Member of Board of Directors in Charge of Football
Marina Granovskaia
Club Secretary
David Barnard
Source: Manchester United plc, 20-F, October 15, 2015
Head Physiotherapist
Jason Palmer
Qualifications: BPHTY, BHMS (Ed) Hons, MCSP
Head Groundsman
Jason Griffin
Qualifications: NVQ Levels 1 & 2
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Manager
Jose Mourinho
Safety Officer
Jill Dawson
020 7565 1479
Assistant Manager
Steve Holland
Managing Director
Christian Purslow
Technical Director
Michael Emenalo
Finance & Operations Director
Chris Alexander
020 7915 1969
Head of Youth Development
Neil Bath
Head of Communications and Public Affairs
Steve Atkins
01932 596 101
First Team Doctor
Eva Carneiro
Qualifications: BMed Sci, BMBS, MSc Sports
Med, CCT Sports Med, FFSEM
Head of Venue and Brand
Simon Hunter
020 7915 1988
Head of Ticketing and Supporter Liaison Officer
Graham Smith
020 7958 2166
Head of Ticket Operations
Kelly Webster
020 7915 1941
8
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Facilities Manager
Chris Gleeson
020 7915 1977
Ground Capacity at start of the Season
41,798
Pitch Dimensions
Length: 103 metres Width: 67.5 metres
Publications Editor
David Antill, Trinity Mirror Sport Media
Stamford Bridge, Fulham Road,
London SW6 1HS
020 7958 2168
Directors:
Bruce Buck
Marina Granovskaia
Eugene Tenenbaum
David Barnard
Shirt Sponsor
Yokohama Tyres
Official Company Name and Number
Chelsea Football Club Limited
No. 1965149
Kit Manufacturer
adidas
Home kit
Alternative kit 1
Alternative kit 2
To be advised
Colours: Shirts: Chelsea blue /
Shorts: Chelsea blue / Socks: White
Colours: Shirts: White /
Shorts: White / Socks: Chelsea blue
Home Goalkeeper
Goalkeeper Alternative kit 1
Goalkeeper Alternative kit 2
To be advised
Colours: Shirts: Vivid mint /
Shorts: Vivid mint /
Socks: Vivid mint
Colours: Shirts: Black /
Shorts: Black / Socks: Black
9
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
CRYSTAL PALACE
Selhurst Park Stadium
Holmesdale Road
London
SE25 6PU
Main Switchboard: 020 8768 6000
Fax: 020 8771 5311
Ticket Office: 0871 200 0071
[email protected]
www.cpfc.co.uk
Chairman
Steve Parish
Chief Executive Officer
Phil Alexander
Ticket Office Manager
Bruce Osborne
020 8768 6084
Club Secretary
Christine Dowdeswell
Stadium Manager
Kevin Corner
020 8768 6091
Manager
Alan Pardew
Head of Safety and Security
Adrian Roberts
Assistant Manager
Keith Millen
Head of Customer Service/
Supporter Liaison Officer
Sharon Lacey
020 8768 6012
Academy Director
Gary Issott
Head of Finance
Hari Jani
020 8768 6030
Head of Sports Medicine
Dr Zafar Iqbal
Qualifications: MBBS, BSc, DCH, DRCOG,
MRCGP, MSc (SEM), MFSEM (UK), DIP PCR
Corporate Sales Manager
Chris Powlson
020 8768 6010
Head Physiotherapist
Alex Manos
Qualifications: BSc, MPhty
Head of Marketing and Communications
Patrick Jubb
Head Groundsman
Bruce Elliot
020 8768 6000
Director of Operations
Paul James
020 8768 6085
10
Source: Manchester United plc, 20-F, October 15, 2015
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Content Editor
Terry Byfield
020 8768 6020
Pitch Dimensions
Length: 101 metres Width: 68 metres
Directors:
Steve Parish
Martin Long
Stephen Browett
Phil Alexander
Shirt Sponsor
Mansion
Kit Manufacturer
Macron
Official Company Name and Number
CPFC Limited
No. 7270793
Ground Capacity at start of the Season
25,073
Home kit
Alternative kit 1
Colours: Shirts: Red and blue /
Shorts: Blue / Socks: Blue
Colours: Shirts: White with
red and blue stripe / Shorts: White /
Socks: White
Home Goalkeeper
Goalkeeper Alternative kit 1
Colours: Shirts: Green /
Shorts: Green / Socks: Green
Colours: Shirts: Yellow /
Shorts: Yellow / Socks: Yellow
11
Source: Manchester United plc, 20-F, October 15, 2015
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EVERTON
Goodison Park
Goodison Road
Liverpool L4 4EL
Main Switchboard: 0151 556 1878
Fax: 0151 281 1046
Ticket Office: 0151 556 1878
Credit Card Bookings: 0151 556 1878
www.evertonfc.com
[email protected]
Chairman
Bill Kenwright CBE
Chief Executive
Robert Elstone
Deputy Chief Executive
Dr Denise Barrett-Baxendale MBE BA (Hons)
MBA, EdD, FRSA
Club Secretary/Head of Football Operations
David Harrison
0151 530 5207
Manager
Roberto Martinez
Assistant Manager
Graeme Jones
Academy Manager
Tim Devine
0151 448 7692
Finance Director
Grant Ingles
0151 530 5286
Director of Marketing and Communications
Richard Kenyon
0151 530 5233
Head of Ticketing
Matt Kendall
0151 330 2498
Community Chief Executive
Dr Denise Barrett-Baxendale MBE BA (Hons)
MBA, EdD, FRSA
0151 530 5225
Stadium Safety Officer
David Lewis
0151 530 5223
Stadium Manager
Alan Bowen
0151 530 5267
Head of Media and Communications
Brian Doogan
0151 530 5241
Supporter Liaison Officer
Christine Prior
0151 530 5346
Team Doctor
Dr Ian Irving
Qualifications: MBChB, BSc Pharm
Head of Performance
Richard Evans
Qualifications: BSc(Hons), MCSP, CSP, FA Dip
12
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Head Groundsman
Bob Lennon
Qualifications: OND, NDH, RHS
Ground Capacity at start of the Season
39,571
Pitch Dimensions
Length: 100.48 metres Width: 68 metres
Fan Engagement and Publications Manager
Darren Griffiths
0151 530 5312
Directors
Bill Kenwright CBE (Chairman)
Jon Woods (Deputy Chairman)
Robert Earl
Shirt Sponsor
Chang
Kit Manufacturer
Umbro
Official Company Name and Number
The Everton Football Club Company Limited
No. 36624
Home kit
Alternative kit 1
Alternative kit 2
Colours: Shirts: Royal blue /
Shorts: White with royal blue
waist band / Socks: White with
royal blue trim
Colours: Shirts: White /
Shorts: Black / Socks: White
with silver trim
Colours: Shirts: Dark green /
Shorts: Black / Socks: Dark green
with black trim
Home Goalkeeper
Goalkeeper Alternative kit 1
Goalkeeper Alternative kit 2
Colours: Shirts: Yellow /
Shorts: Yellow / Socks: Yellow
Colours: Shirts: Black /
Shorts: Black / Socks: Black
Colours: Shirts: Green /
Shorts: Green / Socks: Green
13
LEICESTER CITY
King Power Stadium
Filbert Way
Leicester LE2 7FL
Correspondence address: LCFC Training Ground, Middlesex Road, Aylestone, Leicester LE2 8HN
Main Switchboard: 0344 815 5000
Facsimile No: 0116 291 5278
Ticket Office No: 0344 815 5000
Credit Card Bookings: 0344 815 5000 Options 1, 2 & 3
www.lcfc.com
Source: Manchester United plc, 20-F, October 15, 2015
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Chairman
Vichai Srivaddhanaprabha
Vice Chairman
Aiyawatt Srivaddhanaprabha
Chief Executive
Susan Whelan
Director of Football
Jon Rudkin
Football Operations Director
Andrew Neville
Manager
Claudio Ranieri
Assistant Managers
Steve Walsh Craig Shakespeare
Operations Director and Safety Officer
Kevin Barclay
0116 229 4442
Head of Marketing
Jamie Tabor
0116 229 4538
Head of Ticketing
Vishal Dayal
0116 229 4407
Head of Media
Anthony Herlihy
0116 229 4944
Supporter and Disability Liaison Officer
Jim Donnelly
0116 229 4555
Academy Manager
Gareth Jennings
Team Doctor
Ian Patchett
Qualifications: MB Ch B Dip. Sport Med
Finance Director
Simon Capper
0116 229 4737
Head Physiotherapist
Dave Rennie
Qualifications: BSc (Hons) MCSP, HCPC
Commercial Director
Ian Flanagan
0116 229 4419
Groundsman
John Ledwidge
Qualifications: NVQ Level 3 Sports
Turf Management
14
Source: Manchester United plc, 20-F, October 15, 2015
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Shirt Sponsor
King Power
Directors
Vichai Srivaddhanaprabha (Chairman)
Aiyawatt Srivaddhanaprabha (Vice Chairman)
Shilai Liu (Vice Chairman)
Susan Whelan (Chief Executive)
Supornthip Choungrangsee (Executive Director)
Apichet Srivaddhanaprabha (Executive Director)
Kit Manufacturer
PUMA
Ground Capacity at start of the Season
32,312
Official Company Name and Number
Leicester City Football Club Limited
No. 4593477
Pitch Dimensions
Length: 105 metres Width: 68 metres
Home kit
Alternative kit 1
Alternative kit 2
Colours: Shirts: Royal blue and gold /
Shorts: Royal blue and gold /
Socks: Royal blue and gold /
Colours: Shirts: Black and grey /
Shorts: Black and white / Socks:
Black and white
Colours: Shirts: White and royal
blue / Shorts: White and royal blue /
Socks: White and royal blue
Home Goalkeeper
Goalkeeper Alternative kit 1
Goalkeeper Alternative kit 2
Colours: Shirts: Black and grey /
Shorts: Black and grey / Socks:
Black and grey
Colours: Shirts: Lilac and black /
Shorts: Lilac and black /
Socks: Lilac and black
Colours: Shirts: Lime and black /
Shorts: Lime and black /
Socks: Lime and black
15
Source: Manchester United plc, 20-F, October 15, 2015
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LIVERPOOL
Anfield Road
Anfield
Liverpool L4 0TH
Correspondence Address: PO Box 1959, Liverpool L69 3JL
Main Switchboard: 0151 263 2361
Fax: 0151 260 8813
Ticket Office / Booking Line: 0843 170 5555
Customer Services / Memberships: 0843 170 5000
www.liverpoolfc.com
[email protected]
Chairman
Tom Werner
Chief Executive Officer
Ian Ayre
Interim Secretary
Danny Stanway
Manager
Brendan Rodgers
Assistant Manager
To be advised
Academy Director
Alex Inglethorpe
Chief Financial Officer
Andy Hughes
0151 264 2305
Chief Commercial Officer
Billy Hogan
0203 713 4901
Head of Ticketing and Hospitality
Phil Dutton
0151 237 5963
Ticketing Manager
Keri Garrity
0151 907 9355
Hospitality Sales Manager
Sue Johnston
0151 907 9311
Stadium Manager
Jason Judge
0151 264 2029
Safety Officer
Vaughan Pollard
0151 264 2494
Director of Communications
Susan Black
0151 907 9307
Head of Press
Matt McCann
0151 230 5760
Supporter Liaison Officer
Yonit Sharabi
0843 170 5000
Head Groundsman
Dave McCulloch
Qualifications: NVQ level 3 in Sports Turf
Management
Team Doctor
To be advised
16
Source: Manchester United plc, 20-F, October 15, 2015
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Senior Physiotherapist
Chris Morgan
Qualifications: BSC (HONS), MSC, MCSP, HPC,
ACPSM
Pitch Dimensions
Length: 101 metres Width: 68 metres
Directors
John Henry
Tom Werner
David Ginsberg
Ian Ayre
Michael Gordon
Mike Egan
Kenny Dalglish
Programme Editor
David Cottrell, Trinity Mirror
Shirt Sponsor
Standard Chartered
Kit Manufacturer
New Balance
Official Company Name and Number
The Liverpool Football Club & Athletic
Grounds Limited
No. 35668
Ground Capacity at start of the Season
44,742
Home kit
Alternative kit 1
Alternative kit 2
Colours: Shirts: Red /
Shorts: Red / Socks: Red
Colours: Shirts: White /
Shorts: White / Socks: White
Colours: Shirts: Black /
Shorts: Black / Socks: Black
Home Goalkeeper
Goalkeeper Alternative kit 1
Goalkeeper Alternative kit 2
Colours: Shirts: Black /
Shorts: Black / Socks: Black
Colours: Shirts: Green /
Shorts: Green / Socks: Green
Colours: Shirts: Yellow /
Shorts: Yellow / Socks: Yellow
17
Source: Manchester United plc, 20-F, October 15, 2015
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MANCHESTER CITY
The Etihad Stadium
Etihad Campus
Manchester M11 3FF
Correspondence Address: City Football Group, 400 Ashton New Road,
City Football Academy, Etihad Campus, Manchester M11 4TQ
Main Switchboard: 0161 444 1894
Fax: 0161 438 7999
Ticket Office: 0161 444 1894
Credit Card Bookings: 0161 444 1894
www.mcfc.co.uk
[email protected]
Chairman
H.E. Khaldoon Al Mubarak
Chief Executive Officer
Ferran Soriano
Head of Football Administration
Andrew Hardman
Manager
Manuel Pellegrini
Assistant Managers
Brian Kidd and Ruben Cousillas
Head of Elite Development
Patrick Viera
Head of Facilities Management
Clive Wilton
0161 444 1894
Safety Officer
Steve McGrath
0161 444 1894
Head of Media Relations
Simon Heggie
0161 444 1894
Supporter Liaison Officer
Lisa Eaton
0161 444 1894
Chief Financial Officer
Jorge Chumillas
0161 444 1894
Club Doctor
Dr Max Sala
Qualifications: Doctor of Medicine & Surgery
(University of Ferrara, Italy) with a specialisation
in Sports Medicine (University of Pavia)
Head of Marketing
Justice Ellis
0161 444 1894
Senior Physiotherapist
Lee Nobes
Qualifications: BSc (Hons) MCSP, SRP, MAACP
Director of Sales and Operations
Danny Wilson
0161 438 7667
18
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Head Groundsman
Lee Jackson
Qualifications: NVQ Level 2, 3 & 4 Sportsturf,
Foundation Degree in Sportsturf Science,
PA 1, 2 & 6 Chemical Application Licences
Ground Capacity at start of the Season
55,097 (estimated)
Programme Editor
Ian Guildford, Ignition Publications
[email protected]
01899 568 195
Directors
H.E. Khaldoon Al Mubarak
Simon Pearce
Martin Lee Edelman
John Macbeath
Mohamed Al Mazrouei
Alberto Galassi
Pitch Dimensions
Length: 105 metres Width: 68 metres
Shirt Sponsor
Etihad Airways
Kit Manufacturer
Nike
Home kit
Official Company Name and Number
Manchester City Football Club Limited
No. 40946
Alternative kit 1
Alternative kit 2
To be advised
Colours: Shirts: Field blue with
white trim / Shorts: White with field
blue trim / Socks: Field blue with
white trim
Colours: Shirts: Dark obsidian with
chlorine blue trim / Shorts: Dark
obsidian with chlorine blue trim /
Socks: Dark obsidian with chlorine
blue trim
Home Goalkeeper
Goalkeeper Alternative kit 1
Goalkeeper Alternative kit 2
To be advised
Colours: Shirts: Court purple with
iced lavendar trim / Shorts: Court
purple with iced lavendar trim /
Socks: Court purple
Colours: Shirts: Chrome yellow
with black trim / Shorts: Chrome
yellow with black trim /
Socks: Chrome yellow
19
MANCHESTER UNITED
Sir Matt Busby Way
Old Trafford
Manchester M16 0RA
Main Switchboard: 0161 868 8000
Fax: 0161 868 8804
Ticket Office: 0161 868 8000 Option 1
Credit Card Bookings: 0161 868 8000 Option 1
www.manutd.co.uk
[email protected]
Source: Manchester United plc, 20-F, October 15, 2015
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Co-Chairmen
Joel Glazer
Avram Glazer
Stadium Manager
Ian Collins
0161 868 8360
Executive Vice Chairman
Ed Woodward
Head of Stadium Safety and Security
Phil Rainford
0161 868 8116
Secretary
John Alexander
Manager
Louis van Gaal
Assistant Manager
Ryan Giggs
Academy Manager
To be advised
Group Managing Director
Richard Arnold
0161 868 8211
Director of Finance
Steve Deaville
0161 868 8327
Ticket Office Manager
Sam Kelleher
0161 868 8000
Director of Communications
Philip Townsend
0161 868 8216
Supporter Liaison Officer
Philip Townsend
0161 868 8216
Club Doctor
Dr Steve McNally
Qualifications: B.Med Sci BM BS MRCGP
DCH DRCOG DOccMed Dip.SEM.GB&I MFSEM
(RCPI & RCSI) MFSEM(UK)
Head Physiotherapist
Neil Hough
Qualifications: Graduate Diploma
in Physiotherapy
Grounds Manager
Anthony Sinclair
Qualifications: Intermediate Diploma
in Sportsground Staff
20
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Programme Editor
Paul Davies
Sir Matt Busby Way, Old Trafford,
Manchester M16 0RA
0161 868 8551
Directors
Joel Glazer (Co-Chairman)
Avram Glazer (Co-Chairman)
Bryan Glazer
Kevin Glazer
Edward Glazer
Darcie Glazer Kassewitz
Ed Woodward
Richard Arnold
Jamie Reigle
Sir Bobby Charlton CBE
David Gill
Michael Edelson
Sir Alex Ferguson CBE
Shirt Sponsor
CHEVROLET
Kit Manufacturer
adidas
Ground Capacity at start of Season
75,653
Pitch Dimensions
Length: 105 metres Width: 68 metres
Home kit
Official Company Name and Number
Manchester United Football Club Limited
No. 95489
Alternative kit 1
Alternative kit 2
To be advised
Colours: Shirts: Red / Shorts: White
(Alternative shorts: Black) /
Socks: Black
Colours: Shirts: White /
Shorts: Black ((Alternative shorts:
White) / Socks: White
Home Goalkeeper
Goalkeeper Alternative kit 1
Goalkeeper Alternative kit 2
To be advised
Colours: Shirts: Green /
Shorts: Green / Socks: Green
Colours: Shirts: Yellow /
Shorts: Black (Alternative shorts:
Yellow) / Socks: Yellow
21
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
NEWCASTLE UNITED
St James’ Park
Newcastle Upon Tyne
NE1 4ST
Main Switchboard: 0844 372 1892
Fax: 0191 201 8600
Ticket Office: 0844 372 1892 (Option 1)
www.nufc.co.uk
[email protected]
Managing Director
Lee Charnley
Head Coach
Steve McClaren
Football Secretary
Richard Hines
Academy Manager
Joe Joyce
Head of Finance
Claire Alexander
0844 372 1892 (Extn 8681)
Head of Partnerships
Dale Aitchison
0844 372 1892 (Extn 8436)
Box Office Manager
Stephen Tickle
0844 372 1892 (Extn 8455)
Facilities Manager
Eddie Rutherford
0844 372 1892 (Extn 8558)
Safety Officer
Steve Storey
0844 372 1892 (Extn 8528)
Head of Media
Wendy Taylor
0844 372 1892 (Extn 8420)
Supporter Liaison Officer
Lee Marshall
0844 372 1892 (Extn 8579)
Senior Physiotherapist
Derek Wright
Qualifications: MSCP DipRGRT PG Dip Sport
Ex Med.
Head Groundsman
Michael Curran
Qualifications: City & Guilds - Levels 1, 2, 3:
Amenity Horticulture & Groundsmanship, IOG
NPC, IOG NTC
Foundation Manager
Kate Bradley
0844 372 1892 (Extn 8477)
Club Doctor
Dr Paul Catterson
Qualifications: MBBS, MRCP, FCEM, Dip SEM,
MFSEM
Programme Managing Editor
Anthony Marshall
St James’ Park, Newcastle Upon Tyne NE1 4ST
0844 372 1892 (Extn 8407)
22
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Shirt Sponsor
Wonga
Directors
Lee Charnley
Steve McClaren
Graham Carr
Bob Moncur
Kit Manufacturer
PUMA
Ground Capacity at start of the Season
52,338
Official Company Name and Number
Newcastle United Football Company Limited
No. 31014
Pitch Dimensions
Length: 105 metres Width: 68 metres
Home kit
Alternative kit 1
Alternative kit 2
Colours: Shirts: Black and white
with royal blue detail / Shorts: Black
with white side trim / Socks: Black
with royal blue turnover
Colours: Shirts: White with ocean
blue detail / Shorts: ocean blue with
white side trim / Socks: White with
ocean blue turnover
Colours: Shirts: Peacoat blue
with white and pink sash /
Shorts: Peacoat Blue / Socks:
Peacoat Blue with pink turnover
Home Goalkeeper
Goalkeeper Alternative kit 1
Goalkeeper Alternative kit 2
N/A
Colours: Shirts: Yellow / with
ebony detail / Shorts: Yellow /
Socks: Yellow with ebony turnover
Colours: Shirts: Grey with ebony
detail / Shorts: Grey / Socks: Grey
with ebony turnover
23
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
NORWICH CITY
Carrow Road
Norwich
NR1 1JE
Main Switchboard: 01603 760760
Fax: 01603 613886
Ticket Office: 0870 444 1902
www.canaries.co.uk
[email protected]
Chairman
Alan Bowkett
Chief Executive
David McNally
Secretary
Andrew Blofeld
Manager
Alex Neil
First Team Coaches
Frankie McAvoy and Gary Holt
Academy Manager
Gregg Broughton
Finance Director
Steve Stone
01603 218709
Director of Commercial
Ben Kensell
01603 218718
Ticket Office Manager
Danny Casey
01603 218703
Operations Manager
Stuart Clarke
01603 218786
Safety Officer
Andy Batley
01603 218204
Press Officer
Joe Ferrari
01603 218746
Supporter Liaison Officer
Stephen Graham
01603 760760 (Ext 2255)
Team Doctor
To be advised
Senior Physiotherapist
To be advised
Head Groundsman
Gary Kemp
Programme Editor
Peter Rogers
Carrow Road, Norwich NR1 1JE
01603 218748
24
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Shirt Sponsor
Aviva
Directors
Alan Bowkett
Michael Foulger
David McNally
Stepan Phillips
Delia Smith
Michael Wynn-Jones
Stephen Fry
Kit Manufacturers
Errea
Ground Capacity at start of the Season
27,010
Pitch Dimensions
Length: 105 metres Width: 68 metres
Official Company Name and Number
Norwich City Football Club Plc
No. 154044
Home kit
Alternative kit 1
Alternative kit 2
Colours: Shirts: Yellow and green /
Shorts: Green / Socks: Yellow
Colours: Shirts: Green /
Shorts: Yellow / Socks: Green
Colours: Shirts: Yellow, green and
orange / Shorts: Black / Socks: Black
Home Goalkeeper
Goalkeeper Alternative kit 1
Goalkeeper Alternative kit 2
Colours: Shirts: Lime green /
Shorts: Lime green / Socks: Black
Colours: Shirts: Pink /
Shorts: Pink / Socks: Grey
Colours: Shirts: Grey /
Shorts: Grey / Socks: Pink
25
SOUTHAMPTON
St Mary’s Stadium
Britannia Road
Southampton SO14 5FP
Main Switchboard: 0845 688 9448
Fax: 02380 727727
Ticket Office: 0845 688 9288
Credit Card Bookings: 02381 780780
www.saintsfc.co.uk
Chairman
Ralph Krueger
Chief Executive Officer
Gareth Rogers
Club Secretary
Ros Wheeler
02380 711931
Manager
Source: Manchester United plc, 20-F, October 15, 2015
Club Spokesman
Jordan Sibley
0845 688 9448
Supporter Liaison Officer
Khali Parsons
0845 688 9448
Team Doctor
Steve Baynes
Qualifications: BM BS, MRCGP, DipSEM,
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Ronald Koeman
MFSEM(UK)
Assistant Manager
Erwin Koeman
Physiotherapists
Tom Sturdy
Qualifications: BSc (Hons), MSc, MCSP, HCPC
Steve Wright
Qualifications: BSc (Hons), KCMT MCSP, HCPC
Academy Manager
Matt Hale
Marketing Director
Kate Tarry
Ticket Office Manager
Michael Jolliffe
02380 727796
Grounds Manager
Andy Gray
Qualifications: NVQL3 Sports Ground
Management, NCH - PA1, PA2A & PA6A
Safety Officer / Security Manager
Mark Hannibal MBE
0845 688 9448
26
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Shirt Sponsor
Veho
Directors
Katharina Liebherr
Ralph Krueger
Gareth Rogers
Les Reed
Kit Manufacturer
adidas
Ground Capacity at start of the Season
32,505
Official Company Name and Number
Southampton Football Club Limited
No. 53301
Pitch Dimensions
Length: 105 metres Width: 68 metres
Home kit
Alternative kit 1
Alternative kit 2
N/A
Colours: Shirts: Red and white /
Shorts: Black / Socks: Red
Colours: Shirts: Green and navy /
Shorts: Navy / Socks: Green
Home Goalkeeper
Goalkeeper Alternative kit 1
Goalkeeper Alternative kit 2
Colours: Shirts: Blue /
Shorts: Blue / Socks: Blue
Colours: Shirts: Yellow /
Shorts: Yellow / Socks: Yellow
Colours: Shirts: Black /
Shorts: Black / Socks: Black
27
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
STOKE CITY
Britannia Stadium
Stanley Matthews Way
Stoke-on-Trent ST4 4EG
Main Switchboard: 01782 367598
Fax (Football Administration): 01782 646988
Fax (General Depts): 01782 592221
Ticket Office: 01782 367599
www.stokecityfc.com
[email protected]
Chairman
Peter Coates
Vice Chairman
John Coates
Chief Executive
Tony Scholes
Secretary
Eddie Harrison
Manager
Mark Hughes
Assistant Manager
Mark Bowen
Head of Facilities
Craig Jepson
01782 592110
Head of Health, Safety and Security
Ravi Sharma
01782 592274
Head of Media and Communications
Fraser Nicholson
01782 592172
Supporter Liaison Officer
Anthony Emmerson
01782 592135
Academy Director
Dave Wright
Team Doctor
Dr Andrew Dent
Qualifications: MBCh.B, MRCGP, MFSEM(UK),
Dip Sports Medicine
Head of Finance
Martin Goodman
01782 592261
Senior Physiotherapist
Dave Watson
Qualifications: BPHTY, MNZSP, MCSPM
Chief Commercial Officer
Paul Lakin
01782 592219
Head Groundsman
Andrew Jackson
Qualifications: Sports Turf NVQ Level 1 & 2
Ticket Office Manager
Josh Whittaker-Vyse
01782 367599
28
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Programme Editor
Fraser Nicholson
c/o Stoke City FC
01782 592172
Pitch Dimensions
Length: 105 metres Width: 68 metres
Directors
Peter Coates
John Coates
Tony Scholes
Richard Smith
Shirt Sponsor
bet365
Kit Manufacturer
New Balance
Official Company Name and Number
Stoke City Football Club Limited
No. 99885
Ground Capacity at start of the Season
27,740
Home kit
Alternative kit 1
Colours: Shirts: Red and
white stripes / Shorts: White /
Socks: Red with white stripe
Colours: Shirts: Black with green
sash, grey panels / Shorts: Black
with green and grey trim /
Socks: Black with green trim
Home Goalkeeper
Goalkeeper Alternative kit 1
Colours: Shirts: Blue /
Shorts: Blue / Socks: Blue
Colours: Shirts: Orange /
Shorts: Orange / Socks: Orange
29
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
SUNDERLAND AFC
Stadium of Light
Sunderland
SR5 1SU
Main Switchboard: 0871 911 1200
Fax: 0191 551 5123
Credit Card Bookings: 0871 911 1973
Clubcall: 09068 121881
www.safc.com
[email protected]
Chairman
Ellis Short
Chief Executive
Margaret Byrne
Sporting Director
Lee Congerton
0191 542 8006
Head of Football Operations
and Club Secretary
Ryan Sachs
0191 542 8111
Head Coach
Dick Advocaat
Assistant Head Coach
Zeljko Petrovic
Academy Manager
Ged McNamee
Finance Director
Angela Lowes
0871 911 1202
Commercial Director
Gary Hutchinson
Ticket Office Manager
Phil Clarkson
0871 911 1258
Facilities Manager
Peter Weymes
0871 911 1201
Safety Manager
Paul Weir
0871 911 1211
Media and Communications Manager
Louise Wanless
0871 911 1227
Supporter Liaison Officer
Chris Waters
0871 911 1534
Team Doctor
Dr Ish Rehman
Qualifications: MBChB MRCGP MFSEM Dip Sp Med
Head of First Team Physiotherapy
Peter Brand
Qualifications: BSc (Hons) Physiotherapy
MCSP SRP
Head Groundsman
Adrian Partridge
Qualifications: C&G Greenkeeping Level 1,2&3
30
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Programme Editor
Rob Mason
Stadium of Light, Sunderland SR5 1SU
0871 911 1226
Pitch Dimensions
Length: 105 metres Width: 68 metres
Directors
Ellis Short
Per-Magnus Andersson
Margaret Byrne
Angela Lowes
Gary Hutchinson
Shirt Sponsor
dafabet
Kit Manufacturer
adidas
Official Company Name and Number
Sunderland AFC Limited
No. 49116
Ground Capacity at start of the Season
48,707
Home kit
Alternative kit 1
Alternative kit 2
N/A
Colours: Shirts: White and red
stripes / Shorts: Black (Alternative
shorts: White) / Socks: Black
(Alternative socks: Red)
Colours: Shirts: Green /
Shorts: Green / Socks: Green
Home Goalkeeper
Goalkeeper Alternative kit 1
Goalkeeper Alternative kit 2
Colours: Shirts: Blue /
Shorts: Blue / Socks: Blue
Colours: Shirts: Dark grey /
Shorts: Dark grey / Socks: Dark grey
Colours: Shirts: Red /
Shorts: Red / Socks: Red
31
SWANSEA CITY
Liberty Stadium
Landore
Swansea SA1 2FA
Main Switchboard: 01792 616600
Fax: 01792 616606
Ticket Office: 0844 815 6665
www.swanseacity.net
[email protected]
Chairman
Stadium General Manager
Huw Jenkins
Andrew Davies
01792 616401
Football Administration Manager
Alun Cowie
Secretary
Jackie Rockey
Stadium Operations Manager
Matthew Daniel
01792 616417
Manager
Garry Monk
Safety Officer
Mike Ash
07904 856209
Assistant Manager
Media Manager
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Josep Clotet
Academy Manager
Nigel Rees
Finance Director
Don Keefe
01792 616474
Commercial Director
Leigh Dineen
01792 616600
Legal Director
Steve Penny
Stadium Customer Services/Ticketing
Catherine Thomas
01792 616420
Jonathan Wilsher
01792 616611 / 07831 555464
Supporter Liaison Officer
Huw Cooze
07792 047134
Head Of Medical
Dr Jez McCluskey
Qualifications: MBBCh, MRCGP, DRCOG,
MSc (SEM)
Physiotherapist
Kate Rees
Qualifications: MSc, MCSP
Head Groundsman
Dan Kirton
Qualifications: NVQ Level 3 Horticulture
32
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Programme Editor
Jack Wells
01792 616619
Shirt Sponsor
Goldenway (GWFX)
Kit Manufacturer
adidas
Ground Capacity at start of the Season
20,909
Pitch Dimensions
Length: 105 metres Width: 68 metres
Home kit
Directors
Huw Jenkins
Leigh Dineen (Vice Chairman)
Brian Katzen
Gwilym Joseph
Martin Morgan
Huw Cooze
Don Keefe
Steve Penny
John Van Zweden
Official Company Name and Number
Swansea City Association Football Club Ltd
No. 123414
Alternative kit 1
Alternative kit 2
N/A
Colours: Shirts: White with copper
trim / Shorts: White with copper
trim / Socks: White with copper trim
Colours: Shirts: Navy with green
stripes / Shorts: Green with navy
trim / Socks: Navy with green stripes
Home Goalkeeper
Goalkeeper Alternative kit 1
Goalkeeper Alternative kit 2
Colours: Shirts: Red with blue trim /
Shorts: Red with blue trim /
Socks: Red with blue trim
Colours: Shirts: Black and grey with
pink trim / Shorts: Black and grey
with pink trim / Socks: Black and
grey with pink trim
Colours: Shirts: Yellow with
grey trim / Shorts: Yellow with grey
trim / Socks: Yellow with grey trim
33
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
TOTTENHAM HOTSPUR
Lilywhite House
782 High Road
Tottenham
London N17 0BX
Main Switchboard: 0844 499 5000
Fax: 020 3544 8563
Ticket Office: 0844 499 5000
www.tottenhamhotspur.com
[email protected]
Chairman
Daniel Levy
Director of Football Operations
Rebecca Caplehorn
Football Secretary
Rebecca Britain
020 3544 8667
Head Coach
Mauricio Pochettino
Assistant Head Coach
Jesús Pérez
Academy Manager
John McDermott
Operations and Finance Director
Matthew Collecott
020 8365 5322
Head of Marketing
Emma Taylor
020 8365 5085
Head of Ticketing and Membership
Ian Murphy
020 8365 5095
Stadium Director
Jon Babbs
020 8365 5039
Safety Officer
Sue Tilling
020 8365 5082
Head of Press
Simon Felstein
020 3544 8541
Supporter Liaison Officer
Jonathan Waite
020 8365 5092
Head of Medical and Sports Science
Dr Shabaaz Mughal
Qualifications: MBBS, MRCGP, MSc (SEM),
FFSEM(UK), CESR
Head Physiotherapist
Geoff Scott
Qualifications: MSc, MBA, MCSP
Grounds Manager
Darren Baldwin
Qualifications: City & Guilds in
Groundsmanship & Sports Turf Management
34
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Programme Editor
Jon Rayner
020 3544 8538
Pitch Dimensions
Length: 100 metres Width: 67 metres
Directors
Daniel Levy
Matthew Collecott
Donna-Maria Cullen
Rebecca Caplehorn
Shirt Sponsor
AIA
Kit Manufacturer
Under Armour
Official Company Name and Number
Tottenham Hotspur Football & Athletic Co Ltd
No. 57186
Ground Capacity at start of the Season
36,284
Home kit
Alternative kit 1
Alternative kit 2
Colours: Shirts: White /
Shorts: Navy blue / Socks: White
Colours: Shirts: Blue /
Shorts: Navy blue / Socks: Blue
Colours: Shirts: Purple /
Shorts: Purple / Socks: Purple
Home Goalkeeper
Goalkeeper Alternative kit 1
Goalkeeper Alternative kit 2
Colours: Shirts: Dark green /
Shorts: Dark green /
Socks: Dark green
Colours: Shirts: Yellow /
Shorts: Yellow / Socks: Yellow
Colours: Shirts: Grey /
Shorts: Grey / Socks: Grey
35
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
WATFORD
Vicarage Road Stadium
Watford
Hertfordshire
WD18 0ER
Main Switchboard: 01923 496000
Fax: 01923 496001
Ticket Office: 01923 223023
www.watfordfc.com
Chairman
Raffaele Riva
Chief Executive
Scott Duxbury
Football Secretary
Gayle Vowels
Head Coach
Quique Sanchez Flores
Assistant Head Coaches
Antonio Diaz and Alberto Giraldez
Academy Manager
Chris McGuane
Head of Finance
Katie Wareham
01923 496241
Commercial Director
Alan McTavish
01923 496367
Ticket Office Manager
Joanne Simonds
01923 496250
Stadium And Operations Director
Glyn Evans
01923 496374
Communications Director
Richard Walker
01923 496220
Supporter Liaison Officer
Dave Messenger
01923 496397
Event Safety and Security Manager
Stephen Crabtree
01923 496263
Team Doctors
Ritan Mehta
Qualifications: MBBS, BSc, MRCGP, MSc (SEM),
FFSEM
Ian Hamilton
Qualifications: MBBS, MRCGP, MSc (SEM),
MFSEM
Physiotherapist
Richard Collinge
Qualifications: MSc Sports Physiotherapy, BSc
(Hons) Physiotherapy, MCSP SRP
Head Groundsman
Arpasa
Publications Manager
Steve Scott
01923 496279
36
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Shirt Sponsor
138.com
Kit Manufacturer
Puma
Ground Capacity at start of the Season
21,500
Directors
Raffaele Riva
Scott Duxbury
David Fransen (Non-executive director)
Stuart Timperley (Non-executive director)
Official Company Name and Number
The Watford Association Football Club Limited
No. 104194
Pitch Dimensions
Length: 105 metres Width: 68 metres
Home kit
Alternative kit 1
Colours: Shirts: Yellow and Black /
Shorts: Black (Alternative shorts: Yellow) /
Socks: Black (Alternative socks Yellow)
Colours: Shirts: Black /
Shorts: Black (Alternative shorts: White) /
Socks: Black (Alternative socks: White)
Home Goalkeeper
Goalkeeper Alternative kit 1
Colours: Shirts: Blue /
Shorts: Blue / Socks: Blue
Colours: Shirts: Purple /
Shorts: Purple / Socks: Purple
37
WEST BROMWICH ALBION
The Hawthorns
West Bromwich
West Midlands
B71 4LF
Main Switchboard: 0871 271 1100
Fax: 0871 271 9851
Ticket Office: 0121 227 2227
Credit Card Bookings: 0121 227 2227
Clubcall: SMS breaking news alerts — text CLUB WBA to 88442 (texts cost 25p each)
www.wba.co.uk
[email protected]
Chairman
Jeremy Peace
Chief Executive
Mark Jenkins
Director of Football Administration
Richard Garlick
General Counsel / Secretary
Simon Carrington
Source: Manchester United plc, 20-F, October 15, 2015
Box Office Manager
Jo Barr
0871 271 9782
Stadium Manager / Safety Officer
Mark Miles
0871 271 9849
Head of Communications
Martin Swain
0871 271 9833 / 07710 821215
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Head Coach
Tony Pulis
Academy Manager
Mark Harrison
Supporter Liaison Officer
Chris Lepkowski
07778 207127
Financial Controller
Peter Band
Club Doctor
Mark Gillett
Qualifications: BSc. Hons, FRCSEd,
FFAEM, MSc (Sports Med), Dip IMC, RCSEd
Sales and Marketing Director
Adrian Wright
0871 271 9871
Senior Physiotherapist
Richard Rawlins
Qualifications: BSc (Hons), MSCP, SRP
Head Groundsman
Rob Lane
38
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Programme Editor
Dave Bowler
The Hawthorns, West Bromwich, B71 4LF
07813 709393
Pitch Dimensions
Length: 105 metres Width: 68 metres
Directors
Jeremy Peace (Chairman)
Mark Jenkins
Richard Garlick
Adrian Wright
Shirt Sponsor
TLCBET
Kit Manufacturer
adidas
Official Company Name and Number
West Bromwich Albion Football Club Limited
No. 3295063
Ground Capacity at start of the Season
26,850
Home kit
Alternative kit 1
Alternative kit 2
N/A
Colours: Shirts: Navy and
white stripes / Shorts: White /
Socks: White
Colours: Shirts: Red and black
pinstripes / Shorts: Black /
Socks: Black
Home Goalkeeper
Goalkeeper Alternative kit 1
Goalkeeper Alternative kit 2
Colours: Shirts: Black with pink
trim / Shorts: Black / Socks: Black
Colours: Shirts: Blue /
Shorts: Blue / Socks: Blue
Colours: Shirts: Green /
Shorts: Green / Socks: Green
39
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
WEST HAM UNITED
Boleyn Ground
Green Street
Upton Park
London E13 9AZ
Main Switchboard: 020 8548 2748
Fax: 020 8548 2758
Ticket Office: 0871 529 1966
www.whufc.com
[email protected]
Joint Chairmen
David Sullivan and David Gold
Vice Chairman
Baroness Brady CBE
Managing Director
Angus Kinnear
Chief Operating Officer
Ben Illingworth
Club Secretary
Andrew Pincher
Manager
Slaven Bilic
Assistant Manager
To be advised
Academy Director
Terry Westley
Chief Financial Officer
Andy Mollett
020 8548 2768
Executive Director, Marketing and Communications
Tara Warren
020 8586 8234
Head of Ticketing
Gavin Stanley
020 8548 2736
Stadium Manager / Safety Officer
Ron Pearce
020 8548 2744
Press and Media Manager
Paul Stringer
020 8586 8117
Club Doctor
Richard Weiler
Qualifications: MB ChB, FFSEM (UK),
MSc SEM, MRCGP, PGCME, FHEA
Supporter Liaison Officer
Sascha Gustard-Brown
020 8548 2349
Head of Medical and Sports Science
Stijn Vandenbroucke
Commercial Director
Felicity Croft
020 8586 8209
40
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Head Groundsman
Dougie Robertson
Qualifications: HNC in Sports Turf Science
Pitch Dimensions
Length: 100.58 metres Width: 68 metres
Directors
David Sullivan
David Gold
Baroness Brady CBE
Angus Kinnear
Andy Mollett
Daniel Svanstrom
Daniel Harris
Programme Editor
Rob Pritchard
07595 821867
Shirt Sponsor
Betway
Kit Manufacturer
Umbro
Official Company Name and Number
West Ham United Football Club Limited
No. 66516
Ground Capacity at start of the Season
35,345
Home kit
Alternative kit 1
Alternative kit 2
To be advised
Colours: Shirts: Claret with
sky blue sleeves / Shorts: White /
Socks: Claret
Colours: Shirts: Sky blue with
claret chest band / Shorts: Sky blue /
Socks: Sky blue
Home Goalkeeper
Goalkeeper Alternative kit 1
Goalkeeper Alternative kit 2
To be advised
Colours: Shirts: Green /
Shorts: Green / Socks: Green
Colours: Shirts: Navy blue /
Shorts: Navy blue / Socks: Navy blue
41
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
42
FIXTURES
Source: Manchester United plc, 20-F, October 15, 2015
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BARCLAYS PREMIER LEAGUE
FIXTURE LIST SEASON 2015/16
Please be aware that fixtures are always subject to change and these will appear in the national press and on premierleague.com.
You are welcome to contact our Public Information Line (020 7864 9147) for up to date fixtures. Kick off times for Saturdays and Bank Holidays - 3.00pm
unless stated otherwise. Kick off times for evening games - 7.45pm unless stated otherwise.
Saturday 8 August 2015
Manchester United
AFC Bournemouth
Everton
Leicester City
Norwich City
Chelsea
v
v
v
v
v
v
Tottenham Hotspur
Aston Villa
Watford
Sunderland
Crystal Palace
Swansea City
12:45
BT
17:30
Sky
Sunday 9 August 2015
Arsenal
Newcastle United
Stoke City
v
v
v
West Ham United
Southampton
Liverpool
13:30
13:30
16:00
Sky
Monday 10 August 2015
West Bromwich Albion
v
Manchester City
20:00
Sky
Friday 14 August 2015
Aston Villa
v
Manchester United
19:45
Sky
Saturday 15 August 2015
Southampton
Sunderland
Swansea City
Tottenham Hotspur
Watford
West Ham United
v
v
v
v
v
v
Everton
Norwich City
Newcastle United
Stoke City
West Bromwich Albion
Leicester City
12:45
BT
Sky
44
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Sunday 16 August 2015
Crystal Palace
Manchester City
v
v
Arsenal
Chelsea
13:30
16:00
Sky
Sky
Monday 17 August 2015
Liverpool
v
AFC Bournemouth
20:00
Sky
Saturday 22 August 2015
Manchester United
Crystal Palace
Leicester City
Norwich City
Sunderland
West Ham United
v
v
v
v
v
v
Newcastle United
Aston Villa
Tottenham Hotspur
Stoke City
Swansea City
AFC Bournemouth
12:45
BT
Sunday 23 August 2015
West Bromwich Albion
Everton
Watford
v
v
v
Chelsea
Manchester City
Southampton
13:30
16:00
16:00
Sky
Sky
Monday 24 August 2015
Arsenal
v
Liverpool
20:00
Sky
Saturday 29 August 2015
Newcastle United
AFC Bournemouth
Aston Villa
Chelsea
Liverpool
Manchester City
Stoke City
Tottenham Hotspur
v
v
v
v
v
v
v
v
Arsenal
Leicester City
Sunderland
Crystal Palace
West Ham United
Watford
West Bromwich Albion
Everton
12:45
BT
17:30
Sky
Sunday 30 August 2015
Southampton
Swansea City
v
v
Norwich City
Manchester United
13:30
16:00
Sky
Sky
45
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Saturday 12 September 2015
Everton
Arsenal
Crystal Palace
Norwich City
Watford
West Bromwich Albion
Manchester United
v
v
v
v
v
v
v
Chelsea
Stoke City
Manchester City
AFC Bournemouth
Swansea City
Southampton
Liverpool
12:45
BT
17:30
Sky
Sunday 13 September 2015
Sunderland
Leicester City
v
v
Tottenham Hotspur
Aston Villa
13:30
16:00
Sky
Sky
Monday 14 September 2015
West Ham United
v
Newcastle United
20:00
Sky
Saturday 19 September 2015
Chelsea
AFC Bournemouth
Aston Villa
Newcastle United
Stoke City
Swansea City
Manchester City
v
v
v
v
v
v
v
Arsenal
Sunderland
West Bromwich Albion
Watford
Leicester City
Everton
West Ham United
12:45
BT
17:30
Sky
Sunday 20 September 2015
Tottenham Hotspur
Liverpool
Southampton
v
v
v
Crystal Palace
Norwich City
Manchester United
13:30
16:00
16:00
Sky
Saturday 26 September 2015
Tottenham Hotspur
Leicester City
Liverpool
Manchester United
Southampton
Stoke City
West Ham United
Newcastle United
v
v
v
v
v
v
v
v
Manchester City
Arsenal
Aston Villa
Sunderland
Swansea City
AFC Bournemouth
Norwich City
Chelsea
12:45
BT
17:30
Sky
Sky
46
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Sunday 27 September 2015
Watford
v
Crystal Palace
16:00
Sky
Monday 28 September 2015
West Bromwich Albion
v
Everton
20:00
Sky
Saturday 3 October 2015
AFC Bournemouth
Arsenal
Aston Villa
Chelsea
Crystal Palace
Everton
Manchester City
Norwich City
Sunderland
Swansea City
v
v
v
v
v
v
v
v
v
v
Watford
Manchester United
Stoke City
Southampton
West Bromwich Albion
Liverpool
Newcastle United
Leicester City
West Ham United
Tottenham Hotspur
Saturday 17 October 2015
Chelsea
Crystal Palace
Everton
Manchester City
Newcastle United
Southampton
Swansea City
Tottenham Hotspur
Watford
West Bromwich Albion
v
v
v
v
v
v
v
v
v
v
Aston Villa
West Ham United
Manchester United
AFC Bournemouth
Norwich City
Leicester City
Stoke City
Liverpool
Arsenal
Sunderland
Saturday 24 October 2015
AFC Bournemouth
Arsenal
Aston Villa
Leicester City
Liverpool
Manchester United
Norwich City
Stoke City
v
v
v
v
v
v
v
v
Tottenham Hotspur
Everton
Swansea City
Crystal Palace
Southampton
Manchester City
West Bromwich Albion
Watford
47
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Saturday 24 October 2015
Sunderland
West Ham United
v
v
Newcastle United
Chelsea
Saturday 31 October 2015
Chelsea
Crystal Palace
Everton
Manchester City
Newcastle United
Southampton
Swansea City
Tottenham Hotspur
Watford
West Bromwich Albion
v
v
v
v
v
v
v
v
v
v
Liverpool
Manchester United
Sunderland
Norwich City
Stoke City
AFC Bournemouth
Arsenal
Aston Villa
West Ham United
Leicester City
Saturday 7 November 2015
AFC Bournemouth
Arsenal
Aston Villa
Leicester City
Liverpool
Manchester United
Norwich City
Stoke City
Sunderland
West Ham United
v
v
v
v
v
v
v
v
v
v
Newcastle United
Tottenham Hotspur
Manchester City
Watford
Crystal Palace
West Bromwich Albion
Swansea City
Chelsea
Southampton
Everton
Saturday 21 November 2015
Chelsea
Crystal Palace
Everton
Manchester City
Newcastle United
Southampton
Swansea City
Tottenham Hotspur
Watford
West Bromwich Albion
v
v
v
v
v
v
v
v
v
v
Norwich City
Sunderland
Aston Villa
Liverpool
Leicester City
Stoke City
AFC Bournemouth
West Ham United
Manchester United
Arsenal
48
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Saturday 28 November 2015
AFC Bournemouth
Aston Villa
Crystal Palace
Leicester City
Liverpool
Manchester City
Norwich City
Sunderland
Tottenham Hotspur
West Ham United
v
v
v
v
v
v
v
v
v
v
Everton
Watford
Newcastle United
Manchester United
Swansea City
Southampton
Arsenal
Stoke City
Chelsea
West Bromwich Albion
Saturday 5 December 2015
Arsenal
Chelsea
Everton
Manchester United
Newcastle United
Southampton
Stoke City
Swansea City
Watford
West Bromwich Albion
v
v
v
v
v
v
v
v
v
v
Sunderland
AFC Bournemouth
Crystal Palace
West Ham United
Liverpool
Aston Villa
Manchester City
Leicester City
Norwich City
Tottenham Hotspur
Saturday 12 December 2015
AFC Bournemouth
Aston Villa
Crystal Palace
Leicester City
Liverpool
Manchester City
Norwich City
Sunderland
Tottenham Hotspur
West Ham United
v
v
v
v
v
v
v
v
v
v
Manchester United
Arsenal
Southampton
Chelsea
West Bromwich Albion
Swansea City
Everton
Watford
Newcastle United
Stoke City
49
Saturday 19 December 2015
Arsenal
Chelsea
Everton
Manchester United
Newcastle United
Southampton
Stoke City
Swansea City
Watford
West Bromwich Albion
v
v
v
v
v
v
v
v
v
v
Manchester City
Sunderland
Leicester City
Norwich City
Aston Villa
Tottenham Hotspur
Crystal Palace
West Ham United
Liverpool
AFC Bournemouth
Saturday 26 December 2015
AFC Bournemouth
Aston Villa
Chelsea
Liverpool
Manchester City
Newcastle United
Southampton
v
v
v
v
v
v
v
Crystal Palace
West Ham United
Watford
Leicester City
Sunderland
Everton
Arsenal
Stoke City
Swansea City
Tottenham Hotspur
v
v
v
Manchester United
West Bromwich Albion
Norwich City
Monday 28 December 2015
Arsenal
Crystal Palace
Everton
Leicester City
Manchester United
Norwich City
Sunderland
v
v
v
v
v
v
v
AFC Bournemouth
Swansea City
Stoke City
Manchester City
Chelsea
Aston Villa
Liverpool
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Watford
West Bromwich Albion
West Ham United
v
v
v
Tottenham Hotspur
Newcastle United
Southampton
50
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Saturday 2 January 2016
Arsenal
Crystal Palace
Everton
Leicester City
Manchester United
Norwich City
Sunderland
Watford
West Bromwich Albion
West Ham United
v
v
v
v
v
v
v
v
v
v
Newcastle United
Chelsea
Tottenham Hotspur
AFC Bournemouth
Swansea City
Southampton
Aston Villa
Manchester City
Stoke City
Liverpool
Tuesday 12 January 2016
AFC Bournemouth
Aston Villa
Swansea City
Liverpool
v
v
v
v
West Ham United
Crystal Palace
Sunderland
Arsenal
20:00
Wednesday 13 January 2016
Chelsea
Manchester City
Newcastle United
Southampton
Stoke City
Tottenham Hotspur
v
v
v
v
v
v
West Bromwich Albion
Everton
Manchester United
Watford
Norwich City
Leicester City
20:00
Saturday 16 January 2016
AFC Bournemouth
Aston Villa
Chelsea
Liverpool
Manchester City
Newcastle United
Southampton
Stoke City
Swansea City
Tottenham Hotspur
v
v
v
v
v
v
v
v
v
v
Norwich City
Leicester City
Everton
Manchester United
Crystal Palace
West Ham United
West Bromwich Albion
Arsenal
Watford
Sunderland
51
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Saturday 23 January 2016
Arsenal
Crystal Palace
Everton
Leicester City
Manchester United
Norwich City
Sunderland
Watford
West Bromwich Albion
West Ham United
v
v
v
v
v
v
v
v
v
v
Chelsea
Tottenham Hotspur
Swansea City
Stoke City
Southampton
Liverpool
AFC Bournemouth
Newcastle United
Aston Villa
Manchester City
Tuesday 2 February 2016
Arsenal
Leicester City
Norwich City
Sunderland
Watford
West Ham United
Crystal Palace
Manchester United
West Bromwich Albion
v
v
v
v
v
v
v
v
v
Southampton
Liverpool
Tottenham Hotspur
Manchester City
Chelsea
Aston Villa
AFC Bournemouth
Stoke City
Swansea City
Wednesday 3 February 2016
Everton
v
Newcastle United
Saturday 6 February 2016
AFC Bournemouth
Aston Villa
Chelsea
Liverpool
Manchester City
Newcastle United
Southampton
Stoke City
Swansea City
Tottenham Hotspur
v
v
v
v
v
v
v
v
v
v
Arsenal
Norwich City
Manchester United
Sunderland
Leicester City
West Bromwich Albion
West Ham United
Everton
Crystal Palace
Watford
20:00
20:00
20:00
52
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Saturday 13 February 2016
AFC Bournemouth
Arsenal
Aston Villa
Chelsea
Crystal Palace
Everton
Manchester City
Norwich City
Sunderland
Swansea City
v
v
v
v
v
v
v
v
v
v
Stoke City
Leicester City
Liverpool
Newcastle United
Watford
West Bromwich Albion
Tottenham Hotspur
West Ham United
Manchester United
Southampton
Saturday 27 February 2016
Leicester City
Liverpool
Manchester United
Newcastle United
Southampton
Stoke City
Tottenham Hotspur
Watford
West Bromwich Albion
West Ham United
v
v
v
v
v
v
v
v
v
v
Norwich City
Everton
Arsenal
Manchester City
Chelsea
Aston Villa
Swansea City
AFC Bournemouth
Crystal Palace
Sunderland
Tuesday 1 March 2016
AFC Bournemouth
Arsenal
Aston Villa
Leicester City
Norwich City
Sunderland
West Ham United
Liverpool
Manchester United
v
v
v
v
v
v
v
v
v
Southampton
Swansea City
Everton
West Bromwich Albion
Chelsea
Crystal Palace
Tottenham Hotspur
Manchester City
Watford
Wednesday 2 March 2016
Stoke City
v
Newcastle United
20:00
20:00
53
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Saturday 5 March 2016
Chelsea
Crystal Palace
Everton
Manchester City
Newcastle United
Southampton
Swansea City
Tottenham Hotspur
Watford
West Bromwich Albion
v
v
v
v
v
v
v
v
v
v
Stoke City
Liverpool
West Ham United
Aston Villa
AFC Bournemouth
Sunderland
Norwich City
Arsenal
Leicester City
Manchester United
Saturday 12 March 2016
AFC Bournemouth
Arsenal
Aston Villa
Leicester City
Liverpool
Manchester United
Norwich City
Stoke City
Sunderland
West Ham United
v
v
v
v
v
v
v
v
v
v
Swansea City
West Bromwich Albion
Tottenham Hotspur
Newcastle United
Chelsea
Crystal Palace
Manchester City
Southampton
Everton
Watford
Saturday 19 March 2016
Chelsea
Crystal Palace
Everton
Manchester City
Newcastle United
Southampton
Swansea City
Tottenham Hotspur
Watford
West Bromwich Albion
v
v
v
v
v
v
v
v
v
v
West Ham United
Leicester City
Arsenal
Manchester United
Sunderland
Liverpool
Aston Villa
AFC Bournemouth
Stoke City
Norwich City
54
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Saturday 2 April 2016
AFC Bournemouth
Arsenal
Aston Villa
Leicester City
Liverpool
Manchester United
Norwich City
Stoke City
Sunderland
West Ham United
v
v
v
v
v
v
v
v
v
v
Manchester City
Watford
Chelsea
Southampton
Tottenham Hotspur
Everton
Newcastle United
Swansea City
West Bromwich Albion
Crystal Palace
Saturday 9 April 2016
Aston Villa
Crystal Palace
Liverpool
Manchester City
Southampton
Sunderland
Swansea City
Tottenham Hotspur
Watford
West Ham United
v
v
v
v
v
v
v
v
v
v
AFC Bournemouth
Norwich City
Stoke City
West Bromwich Albion
Newcastle United
Leicester City
Chelsea
Manchester United
Everton
Arsenal
Saturday 16 April 2016
AFC Bournemouth
Arsenal
Chelsea
Everton
Leicester City
Manchester United
Newcastle United
Norwich City
Stoke City
West Bromwich Albion
v
v
v
v
v
v
v
v
v
v
Liverpool
Crystal Palace
Manchester City
Southampton
West Ham United
Aston Villa
Swansea City
Sunderland
Tottenham Hotspur
Watford
55
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Saturday 23 April 2016
AFC Bournemouth
Aston Villa
Crystal Palace
Leicester City
Liverpool
Manchester City
Norwich City
Sunderland
Tottenham Hotspur
West Ham United
v
v
v
v
v
v
v
v
v
v
Chelsea
Southampton
Everton
Swansea City
Newcastle United
Stoke City
Watford
Arsenal
West Bromwich Albion
Manchester United
Saturday 30 April 2016
Arsenal
Chelsea
Everton
Manchester United
Newcastle United
Southampton
Stoke City
Swansea City
Watford
West Bromwich Albion
v
v
v
v
v
v
v
v
v
v
Norwich City
Tottenham Hotspur
AFC Bournemouth
Leicester City
Crystal Palace
Manchester City
Sunderland
Liverpool
Aston Villa
West Ham United
Saturday 7 May 2016
AFC Bournemouth
Aston Villa
Crystal Palace
Leicester City
Liverpool
Manchester City
Norwich City
Sunderland
Tottenham Hotspur
West Ham United
v
v
v
v
v
v
v
v
v
v
West Bromwich Albion
Newcastle United
Stoke City
Everton
Watford
Arsenal
Manchester United
Chelsea
Southampton
Swansea City
56
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Sunday 15 May 2016
Arsenal
Chelsea
Everton
Manchester United
Newcastle United
Southampton
Stoke City
Swansea City
Watford
West Bromwich Albion
v
v
v
v
v
v
v
v
v
v
Aston Villa
Leicester City
Norwich City
AFC Bournemouth
Tottenham Hotspur
Crystal Palace
West Ham United
Manchester City
Sunderland
Liverpool
57
ENGLAND’S FULL INTERNATIONAL FIXTURE LIST 2015/16
San Marino
England
England
Lithuania
EC
=
v
v
v
v
England
Switzerland
Estonia
England
—
—
—
—
Saturday 5 September 2015
Tuesday 8 September 2015
Friday 9 October 2015
Monday 12 October 2015
EC
EC
EC
EC
European Championship Qualifier
THE FOOTBALL ASSOCIATION CHALLENGE CUP
Dates for Matches in Competition Proper - Season 2015/16
Round One
Round Two
Round Three
Round Four
Round Five
Round Six
Semi-final
Final
—
—
—
—
—
—
—
—
Saturday 7 November 2015
Saturday 5 December 2015
Saturday 9 January 2016
Saturday 30 January 2016
Saturday 20 February 2016
Saturday 12 March 2016
Saturday 23 and Sunday 24 April 2016
Saturday 21 May 2016
THE FOOTBALL LEAGUE CUP
Season 2015/16
Round One
Round Two
Round Three
Round Four
Round Five
Semi-final (1st Leg)
Semi-final (2nd Leg)
Final
—
—
—
—
—
—
—
—
Wednesday 12 August 2015
Wednesday 26 August 2015
Wednesday 23 September 2015
Wednesday 28 October 2015
Wednesday 2 December 2015
Wednesday 6 January 2016
Wednesday 27 January 2016
Sunday 28 February 2016
58
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
EUROPEAN CLUB COMPETITION DATES 2015/16
English Representatives
UEFA Champions League — Chelsea, Manchester City, Arsenal and Manchester United Europa League — Tottenham Hotspur, Liverpool, Southampton and
West Ham United
Europa League 1st Qual. Stage (1st Leg)
Europa League 1st Qual. Stage (2nd Leg)
Europa League 2nd Qual. Stage (1st Leg)
Europa League 2nd Qual. Stage (2nd Leg)
Europa League 3rd Qual. Stage (1st Leg)
Europa League 3rd Qual. Stage (2nd Leg)
UEFA Champions League Play-Off (1st Leg)
Europa League Play-Off (1st Leg)
UEFA Champions League Play-Off (2nd Leg)
Europa League Play-Off (2nd Leg)
UEFA Champions League - Match 1
Europa League - Match 1
UEFA Champions League - Match 2
Europa League - Match 2
UEFA Champions League - Match 3
Europa League - Match 3
UEFA Champions League - Match 4
Europa League - Match 4
UEFA Champions League - Match 5
Europa League - Match 5
UEFA Champions League - Match 6
Europa League - Match 6
UEFA Champions League Last 16 (1st Leg)
Europa League - Last 32 (1st Leg)
Europa League - Last 32 (2nd Leg)
UEFA Champions League Last 16 (2nd Leg)
Europa League - Last 16 (1st Leg)
Europa League - Last 16 (2nd Leg)
UEFA Champions League Quarter-final (1st Leg)
Europa League - Quarter-final (1st Leg)
UEFA Champions League Quarter-final (2nd Leg)
Europa League - Quarter-final (2nd Leg)
UEFA Champions League Semi-final (1st Leg)
Europa League - Semi-final (1st Leg)
UEFA Champions League Semi-final (2nd Leg)
Europa League - Semi-final (2nd Leg)
Europa League - Final
UEFA Champions League Final
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Thursday 2 July 2015
Thursday 9 July 2015
Thursday 16 July 2015
Thursday 23 July 2015
Thursday 30 July 2015
Thursday 6 August 2015
Wednesday 19 August 2015
Thursday 20 August 2015
Wednesday 26 August 2015
Thursday 27 August 2015
Wednesday 16 September 2015
Thursday 17 September 2015
Wednesday 30 September 2015
Thursday 1 October 2015
Wednesday 21 October 2015
Thursday 22 October 2015
Wednesday 4 November 2015
Thursday 5 November 2015
Wednesday 25 November 2015
Thursday 26 November 2015
Wednesday 9 December 2015
Thursday 10 December 2015
Wednesday 17 / 24 February 2016
Thursday 18 February 2016
Thursday 25 February 2016
Wednesday 9 / 16 March 2016
Thursday 10 March 2016
Thursday 17 March 2016
Wednesday 6 April 2016
Thursday 7 April 2016
Wednesday 13 April 2016
Thursday 14 April 2016
Wednesday 27 April 2016
Thursday 28 April 2016
Wednesday 4 May 2016
Thursday 5 May 2016
Wednesday 18 May 2016
Saturday 28 May 2016
59
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
60
RULES
Source: Manchester United plc, 20-F, October 15, 2015
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RULES OF THE PREMIER LEAGUE
CONTENTS
PREMIER LEAGUE RULES
DEFINITIONS AND INTERPRETATION
Section A:
Definitions and Interpretation
Definitions
Interpretation
THE LEAGUE: GOVERNANCE, OPERATIONS AND FINANCE
Section B:
The League — Governance
Name and Membership
Board Powers
Procedure at General Meetings
Relationship between Clubs and the League
Football Association Representation
Section C:
The League Competition
The League Competition
Determination and Accreditation of Goals
The League Championship
Relegation
Play-offs
Section D:
The League — Finance
Obligations of the League
Obligations of Clubs
Accounting Practice
Operating and Other Expenses
Transmission of League Matches
Distribution of UK Broadcasting Money
Distribution of Overseas Broadcasting Money
Distribution of Title Sponsorship Money
Distribution of Commercial Contract Money
Distribution of Radio Contract Money
Relegated Clubs
Value Added Tax
Distribution Account
Assignments of Central Funds
CLUBS: FINANCE AND GOVERNANCE
Section E:
Clubs — Finance
Power to Inspect
Club Bank Accounts
Submission of Club Accounts
76
76
76
91
92
92
92
93
93
93
94
96
96
96
97
97
97
98
98
98
99
99
99
99
101
101
101
102
102
102
102
103
104
104
104
104
104
62
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
CONTENTS
Section F:
Section G:
Section H:
Section I:
Section J:
CLUBS: OPERATIONS
Section K:
Short Term Cost Control
HMRC
Power to Deduct
Events of Insolvency
Sporting Sanction
General
Profitability and Sustainability
Owners’ and Directors’ Test
Disqualifying Events
Submission of Declaration
Change of Director’s Circumstances
Disqualification of a Director
Disciplinary Provisions
Suspension of the Club
Appeal against Disqualification of a Director
Persons Prohibited by Law from entering the United Kingdom etc
Disclosure of Ownership
Disclosure of Ownership
Directors’ Reports
Material Transactions
Record of Material Transactions
Transfer Policy
Associations and Influence
Associations between Clubs
Club Officials
Dual Interests
Club Contracts
Miscellaneous
Employment of Officials
Betting
UEFA Club Licence Applicants
Football Foundation
Stadium Criteria and Broadcasters’ Requirements
Safety Certificate
Ownership of Ground and Training Facilities
Ground Sharing
107
108
108
109
112
113
113
116
116
117
118
118
118
119
119
121
122
122
124
124
124
124
126
126
126
126
126
128
128
128
129
129
130
130
130
130
130
63
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
CONTENTS
Ground Registration
All Seater Grounds
Ground Regulations
Covered Stadia
Dressing Rooms
Drug-testing Room
Security
The Pitch
Pitch Protection
Artificial Surfaces
Goal Line Technology
Trainer’s Bench Facilities
Technical Areas
Sanitary Facilities
Facilities for the Disabled
CCTV
Giant Screens
Media Facilities — General
Television Gantry
UK TV Commentary Positions
Overseas TV Commentary Positions
Radio Commentary Positions
TV Broadcasters’ Pitchside Presentation Positions
Tunnel Interview Positions
Camera Positions: Match Coverage
Camera Positions: Team and Supporter Arrivals
Television Studios
Overseas Broadcasters: Observer Seats
Reporter Positions
Mixed Zone
Access to Tunnel Interview Positions
Hardwiring
Power Supply
Car Park Spaces
Outside Broadcast Compound
Official Club Team Sheets
Media Working Area
130
130
131
131
131
131
131
132
132
133
133
133
134
134
134
134
134
135
138
138
139
139
140
140
140
140
141
141
141
141
142
143
143
143
144
144
144
64
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CONTENTS
Section L:
Section M:
Media Conference Room
Press Seats
Facilities for Photographers
Broadcaster Preview Access
Pre-Match Media Conference
Interviews - General
Matchday Pre-Match Interviews
Post-Match Interviews, Mixed Zone and Post-Match Media Conference
Promotional Photographs and Footage
League Pre-Season Media Event
Floodlights
Fixtures
Arranging Fixtures
Arranging other Matches
Other Competitions
Postponement of League Matches
Failure to play a League Match
Replaying a League Match
Match Delegate
Full Strength Teams
Minimum Age
Team Sheet
Substitute Players
Kick-Off
Processional Entry
Use of Official Ball
Occupation of the Technical Area
Duration of League Matches
Notification of League Match results
Gate Statements
Penalties
Compensation for Postponed Matches
Players’ Identification and Strip
Player Identification
Home and Alternative Strip
Strip Advertising
145
145
145
146
147
147
147
148
149
150
151
154
154
154
155
155
156
156
156
156
156
156
157
157
157
157
157
158
158
158
158
158
160
160
160
162
65
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
CONTENTS
Section N:
Section O:
Section P:
Section Q:
Section R:
Match Officials
Appointment of Match Officials
Rules binding on Match Officials
Payments to Match Officials
Pre-Match Procedures
Compliance with Instructions
Post-Match Procedures
Medical
Doctors - General
Team Doctor
Medical Coordinator
Crowd Doctor
Physiotherapists
Emergency Care Protocol
Attendance of Medical Personnel and Provision of Medical Facilities
Head Injuries
Medical Records
Medical Insurance
Managers
Codes of Conduct
Coaching Qualifications
Contracts of Employment and Submission to the Secretary
Contents of Contracts of Employment
Meetings Re Refereeing Matters
Broadcasters and Media
Disputes
Assistant Manager/Head Coach
Scouts
Definition
Registration of Scouts
Identification of Scouts
Code of Conduct
Customer Relations
Supporter Liaison
Requirement for Customer Charter
Reporting
Ticketing
164
164
164
164
164
165
165
166
166
166
166
167
167
168
168
169
170
170
172
172
172
172
172
172
173
173
173
174
174
174
174
174
176
176
176
176
176
66
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
CONTENTS
Merchandise
Relations with Stakeholders
Section S:
The Safeguarding of Vulnerable Groups and Safer Recruitment
Definitions
Clubs’ Policies and Procedures for the Safeguarding of Children and Adults
Children’s Safeguarding Manager
Adults at Risk Safeguarding Manager
Staff
Parental Consent
Notification of Referrals to External Statutory Agencies
Monitoring
Disclosure and Barring Service
PLAYERS — CONTRACTS, REGISTRATIONS AND TRANSFERS
Section T:
Players — Contracts
Approaches to Players
Approaches by Players
Public Statements
Inducements
Form of Contract
Length of Contract
Players’ Remuneration
Signing-on Fees
Lump Sum Payments
Image Contracts
Signing the Contract
Reporting Fines etc.
Submission to Secretary
Mutual Termination
Appeal against Termination
Appeal against Disciplinary Decision
Disputes between Clubs and Players
Orders for Costs
Appeal
Effect of Termination
Testimonial Matches
Section U:
Players — Registrations
Requirement for Registration
178
179
180
180
181
181
182
183
184
184
184
185
188
188
188
188
188
188
189
189
189
189
190
190
190
190
190
190
191
191
191
191
192
192
192
194
194
67
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CONTENTS
Types of Registration
International Transfer Certificate
Eligibility to work in the United Kingdom
Registration Procedure
Multiplicity of Registrations
Monthly Registrations
Termination of Registrations
New Registrations Requiring Consent
List of Players
Clubs Ceasing to be Members
Prohibition of Third Party Investment
Section V:
Players — Transfers of Registrations
Transfer Windows
Temporary Transfers
Contract Players
Retired Players
Out of Contract Players
The Player’s Options
The Club’s Options
The Compensation Fee
Method of Payment
Transfer Levy
DISCIPLINARY AND THE RESOLUTION OF DISPUTES
Section W:
Disciplinary
Power of Inquiry
Board’s Disciplinary Powers
Fixed Penalty Procedure
Summary Jurisdiction
Provision of Information
The Panel
Appointing a Commission
Commission Procedures
Commission’s Powers
Appeals
Appeal Board’s Powers
Admissibility of Evidence
194
195
195
195
196
196
196
197
197
198
198
200
200
200
201
202
202
202
203
203
204
205
206
206
206
206
206
206
207
207
208
209
212
213
214
215
68
CONTENTS
Section X:
Section Y:
Section Z:
Legal Representation
Publication and Privilege
Arbitration
Definitions
Agreement to Arbitrate
Standing
Commencement of the Arbitration
Appointing the Arbitrators
Appointing a Single Arbitrator
Replacing an Arbitrator
Communications
Directions
The Tribunal’s General Powers
Duty of the Parties
Default of the Parties
The Hearing
Remedies
215
215
216
216
216
217
217
217
218
218
218
218
218
219
219
219
220
Majority Decision
Provisional Awards
The Award
Costs
Challenging the Award
Representation
Waiver
Managers’ Arbitration Tribunal
Managers’ Arbitration Tribunal
Premier League Appeals Committee
Jurisdiction
Composition of the Committee
220
220
220
220
221
221
221
222
222
224
224
224
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Committee Procedures
Fees and Expenses
Committee’s Powers
224
226
226
PREMIER LEAGUE FORMS
Form 1:
List of Authorised Signatories (Rule A.1.17)
Form 2:
Notification of Club Bank Account (Rule E.2)
Form 3:
Return of player services costs and image contract payments (Rule E.20)
230
231
232
69
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CONTENTS
Form 4:
Form 4A:
Form 5:
Form 6:
Form 7:
Form 8:
Form 8A:
Form 9:
Form 10:
Form 11:
Form 12:
Form 13:
Form 14:
Form 15:
Form 16:
Form 17:
Form 18:
Form 19:
Form 20:
Form 21:
Form 22:
Form 23:
Form 24:
Form 25:
Form 26:
Form 27:
Form 28:
Form 29:
Form 30:
Form 31:
Form 32:
Form 33:
Form 34:
Form 35:
Form 36:
Form 37:
Appeal under Rule E.40
Calculation of Aggregated Adjusted Earnings Before Tax (Rule E.53.3)
Owners’ and Directors’ Declaration (Rules A.1.55, F.2 and F.3)
Dual Interest Notice (Rules G.1 and G.4)
Directors’ Report (Rule H.6, H.7, H.8, H.9)
Registration of Pitch Dimensions (Rule K.18)
Annual Floodlighting Report (Rule K.124)
Team Sheet (Rule L.21)
Notification of League Match Result (Rule L.37)
Gate Statement (Rule L.38)
Notification of Shirt Numbers Allocated (Rule M.6)
Registration of Strips (Rule M.17)
Notification by Visiting Club to Home Club of Strip (Rule M.24)
Appointment of Match Officials (Rule N.3)
Scout Registration Form (Rule Q.3)
Cancellation of Scout Registration (Rule Q.6)
Children’s Officer Notification (Rule S.8)
Staff Register (Children) (Rule S.10.7)
Adults at Risk Safeguarding Manager (Rule S.13)
Staff Register — Adults at Risk (Rule S.14.6)
Parents’ Consent Form (Rule S.19.1)
Notification of Referral (Rule S.21)
Lead Disclosure Officer Notification (Rule S.26.1)
The Football League Contract
Premier League Contract
Player Ethnicity Monitoring Questionnaire (Rule T.23)
Amateur Registration Form (Rule U.15)
Transfer Agreement (Rule V.11.1)
Offer of New Contract (Rule V.17.2)
Application for Free Transfer (Rule V.20)
Contingent Sum Notification (Rule V.36.2)
Fixed Penalty Notice (Rule W.4)
Summary Jurisdiction Notice (Rule W.9)
Complaint (Rule W.25)
Answer (Rule W.29)
Appeal Against Fixed Penalty (Rule W.65)
236
237
238
240
241
242
243
251
252
253
254
255
256
257
258
259
260
261
262
263
264
265
266
267
273
295
296
297
298
299
300
301
302
303
304
305
70
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CONTENTS
Form 38:
Form 39:
Form 40:
Form 41:
Form 42:
Appeal Against Commission Decision (Rule W.66)
Request for Arbitration (Rules X.8 or Y.3)
Appointment of Arbitrator (Rules X.10 or Y.6)
Appointment of Single Arbitrator (Rule X.15.1)
Notice of Preliminary Meeting (Rules X.20 or Y.13)
YOUTH DEVELOPMENT RULES
GENERAL
Definitions
General
Applications to Operate Academies
STRATEGY, LEADERSHIP AND MANAGEMENT OF THE ACADEMY
Strategic Documents
Academy Performance Plan
Performance Management Application
Technical Board
Academies: Evaluation and Audit
Productivity Profile
PERFORMANCE MANAGEMENT, PLAYER DEVELOPMENT AND PROGRESSION
Performance Clock
Individual Learning Plans and Multi-disciplinary Reviews
STAFF
General
Academy Management Team
Academy Manager
Academy Secretary
Head of Academy Coaching
Coaches
Goalkeeping Coaches
Senior Professional Development Coach
Coaches: Qualifications and Professional Development
Head of Academy Sports Science and Medicine
Lead Sports Scientist
Lead Strength and Conditioning Coach
Senior Academy Physiotherapist
Physiotherapists and Sports Therapists
306
307
308
309
310
314
314
325
325
330
330
330
330
331
332
332
334
334
334
336
336
337
337
339
339
340
341
341
342
343
344
345
345
346
71
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CONTENTS
Academy Doctor
Performance Analysts
Head of Education
Head of Recruitment
Interns
COACHING
Coaching Curriculum
Coaching Hours
Development Centres
GAMES PROGRAMME
General
Performance Analysis
Foundation Phase Games Programme
Youth Development Phase Games Programme
Professional Development Phase Games Programme
Professional Development League
Games Programme: Postponement etc. of Matches
EDUCATION AND WELFARE
General
Induction Events
Reports on Educational Progression
Delivery of the Education Programme
Welfare, Social Development and Lifestyle Management
Player Exit/Release Strategy
SPORTS SCIENCE AND MEDICINE
Sports Science and Medicine Programme
TALENT IDENTIFICATION AND RECRUITMENT
Scouts: Qualifications
Scouts: Attendance at Matches
Scouts: Disciplinary Action
Registrations and Provision of Information by the League
Time/Distance Rules
Trials
Pre-Registration Agreements
Registrations
End of Season Procedure
Termination of Registration
347
347
347
348
349
350
350
350
352
354
354
354
355
357
359
361
363
364
364
365
365
366
370
371
372
372
374
374
374
375
375
376
376
378
378
381
381
72
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CONTENTS
Scholarships
Approaches by and to Clubs and Inducements
382
385
386
386
392
392
394
394
FACILITIES
Facilities
FINANCE
Finance
COMPENSATION
Compensation
YOUTH DEVELOPMENT FORMS
PLYD Form 1:
Scholarship Agreement
Schedule One Scholarship Allowance
Schedule Two Disciplinary Procedure and Penalties
PLYD Form 2:
Notification of Trialists’ Particulars (Youth Development Rule 243.2)
PLYD Form 3:
Notice of Ending of Trial Period (Youth Development Rule 252)
PLYD Form 4:
Pre-registration Agreement (Youth Development Rule 255)
PLYD Form 5:
Academy Player Registration Application (Youth Development Rule 263)
PLYD Form 5A:
Full Time Training Model (Youth Development Rule 203)
PLYD Form 5B:
Hybrid Training Model (Youth Development Rule 203)
PLYD Form 6:
Academy Ethnicity Monitoring Questionnaire (Youth Development Rule 264)
PLYD Form 7:
List of Academy Players (Youth Development Rule 272)
PLYD Form 8:
Retention/Termination Notification for Academy Players Entering into Age Groups Under 10, Under 11, Under 12 and
Under 14 (Youth Development Rules 273.1)
PLYD Form 9:
Retention/Termination Notification for Academy Players Entering into Age Groups Under 13 and Under 15 (Youth
Development Rule 273.2)
PLYD Form 10:
Academy Player’s Registration: Mutual Cancellation Notification (Youth Development Rule 277.2)
PLYD Form 11:
Scholarship Offer (Youth Development Rule 287)
PLYD Form 12:
Response to Scholarship Offer (Youth Development Rule 288)
APPENDICES TO THE RULES
Appendix 1:
Schedule of Offences (Rule F.1.4.3)
Appendix 2:
Inclusion and Anti-Discrimination Policy (Rule J.4)
Appendix 3:
Camera Positions (Rule K.62)
Appendix 4:
Medical Examinations to be carried out on Contract Players and Students Registered on Scholarship Agreements
(Rule O.24)
402
408
409
411
413
414
415
417
419
421
422
423
424
425
426
427
430
431
432
438
73
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CONTENTS
Appendix 4A:
Appendix 5:
Appendix 6:
Appendix 7:
Appendix 8:
Appendix 9:
Appendix 10:
Appendix 11
Appendix 12:
Appendix 13:
Appendix 14
Pocket Concussion Recognition Tool (Rule O.22)
Code of Conduct for Managers (Rule P.1)
Code of Conduct for Clubs (Rule P.2)
Standard Clauses for Inclusion in Managers’ Contracts of Employment (Rule P.8.1)
Code of Conduct for Scouts (Rule Q.8)
Standard Clauses for inclusion in replica Strip manufacturers’ contracts (Rule R.16)
Notice to Manufacturer Licensed to Manufacture and Distribute Club Replica Strip (Rule R.17)
Rules Governing Applications for UEFA Club Licences
Regulations of the Professional Football Compensation Committee
The Health and Safety of Academy Players on Residential Tours, Festivals, Tournaments and Visits Code Of Practice
(Youth Development Rule 186)
Code of Conduct for Academy Players of Compulsory School Age (Youth Development Rule 189)
442
444
446
447
448
449
450
451
454
458
488
74
PREMIER LEAGUE
RULES
Note: binding Premier League Rules are shaded in light blue. Guidance notes are also included for the assistance of Clubs. Such guidance does not, however,
form part of the Rules.
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DEFINITIONS AND INTERPRETATION
SECTION A: DEFINITIONS AND INTERPRETATION
Definitions
A.1
In these Rules:
A.1.1.
“Accounting Reference Period” means the period in respect of which Annual Accounts are prepared.
A.1.2.
“Activity” has the meaning set out in Rule S.1.1;
A.1.3.
“the Act” means the Companies Act 2006 (save for in Section X of these Rules where it shall have the meaning set out in Rule X.1.1);
A.1.4.
“the 1986 Act” has the meaning set out in Rule E.29.1;
A.1.5.
“Adjusted Earnings Before Tax” means Earnings Before Tax adjusted to exclude costs (or estimated costs as the case may be) in respect
of the following:
(a) depreciation and/or impairment of tangible fixed assets, amortisation or impairment of goodwill and other intangible assets (but
excluding amortisation of the costs of players’ registrations);
(b) Youth Development Expenditure; and
(c) Community Development Expenditure.
Each of Youth Development Expenditure and Community Development Expenditure shall only be excluded from the calculation of
Adjusted Earnings Before Tax if separately disclosed:
(a) by way of notes to the Annual Accounts; or
(b) by way of supplementary information which reconciles to the Annual Accounts and which has been subject to independent audit.
A.1.6.
“Adult at Risk” has the meaning set out in Rule S.1.2;
A.1.7.
“Adults at Risk Safeguarding Officer” has the meaning set out in Rule S.14.10
A.1.8.
“Adults at Risk Safeguarding Manager” has the meaning set out in Rule S.1.3;
A.1.9.
“Agent “ means any Person who qualifies as an Intermediary for the purposes of the FA Regulations on Working with Intermediaries as
they may be amended from time to time;
A.1.10.
“Amateur Player” means any player (other than an Academy Player) who is registered to play or intends to be registered to play for a
Club and who is registered with the Football Association as an amateur in accordance with the FIFA Regulations for the Status and
Transfer of Players;
A.1.11.
“Annual Accounts” means:
(a) the accounts which each Club’s directors are required to prepare pursuant to section 394 of the Act; or
(b) if the Club considers it appropriate or the Secretary so requests, the group accounts of the Group of which the Club is a member and
which it is required to prepare pursuant to section 399 of the Act, or which it is required to deliver to the Registrar of Companies
pursuant to section 400(2)(e) or section 401(2)(f) of the Act;
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
provided that in either case the accounts are prepared to an accounting reference date (as defined in section 391 of the Act) which falls
between 31 May and 31 July inclusive. If the accounting reference date falls at any other time, separate accounts for the Club or the
Group as appropriate must be prepared for a period of twelve months ending on a date between 31 May and 31 July inclusive, and in such
a case “Annual Accounts” means those accounts.
Annual Accounts must be prepared and audited in accordance with all legal and regulatory requirements applicable to accounts prepared
pursuant to Section 394 of the Act.
A.1.12.
“Appeal Board” means the body having appellate jurisdiction under these Rules appointed by the Board under the provisions of
Rule W.62;
A.1.13.
“the Articles” means the Articles of Association of the League and reference to a number following the word ‘Article’ is a reference to an
article so numbered in the Articles;
A.1.14.
“Artificial Surface” means any playing surface which is not or not intended to be predominantly natural grass;
A.1.15.
“Associate” means in relation to an individual any other individual who is:
(a) the spouse or civil partner of that individual; or
(b) a relative of the individual or of his spouse or civil partner; or
(c) the spouse or civil partner of a relative of the individual or of their spouse or civil partner;
A.1.16.
“Associated Undertaking” means an undertaking in which an undertaking has a participating interest and over whose operating and
financial policy it exercises a significant influence, and which is not a Parent Undertaking or Subsidiary Undertaking;
A.1.17.
“Authorised Signatory” means an Official of a Club duly authorised by a resolution of its board of directors to sign Forms either as
required by these Rules or in connection with a Club’s application for a UEFA Club Licence, whose particulars shall have first been
submitted to the Secretary in Form 1;
A.1.18.
“Bankruptcy Order” means an order adjudging an individual bankrupt;
A.1.19.
“Bankruptcy Restriction Order” and “Interim Bankruptcy Restriction Order” mean orders made under the provisions of Schedule 4A of
the Insolvency Act 1986;
A.1.20.
“Basic Award Fund” means the fund established out of UK Broadcasting Money and distributed in accordance with Rule D.18.1;
A.1.21.
“the Board” means the board of directors for the time being of the League;
A.1.22.
“Broadcaster” means a Radio Broadcaster, a UK Broadcaster or an Overseas Broadcaster;
A.1.23.
“Broadcaster Preview Period” has the meaning set out in Rule K.90
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
A.1.24.
“Cash Losses” means aggregate Adjusted Earnings Before Tax after:
(a) write back of:
(i) amortisation and/or impairment of Players’ registrations; and
(ii) profit or loss on the transfer of Players’ registrations; and
(b) inclusion of net cash flow in respect of transfers of Players’ registrations.
A.1.25.
“Central Funds” has the meaning set out in Rule E.25.1;
A.1.26.
“the Chairman” means the person appointed as the Chairman pursuant to Article 42 of the Articles or any acting Chairman appointed
pursuant to Article 56.1;
A.1.27.
“the Chief Executive” means the chief executive officer appointed pursuant to Article 42 of the Articles;
A.1.28.
“Child” and “Children” have the meaning set out in Rule S.1.5;
A.1.29.
“Children’s Safeguarding Officer” has the meaning set out in Rule S.1.6;
A.1.30.
“Children’s Safeguarding Manager” has the meaning set out in Rule S.1.7;
A.1.31.
“clear days” in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given
and the day for which it is given or on which it is to take effect;
A.1.32.
“Close Season” means the period between the end of one Season and the commencement of the next;
A.1.33.
“Club” means an association football club in membership of the League and:
(a) for the purposes of Rules E.39 to E.49 inclusive includes any club which is entitled to be promoted from the Football League to the
League;
(b) for the purposes of Rules A.1.51, A.1.56, A.1.165, and Sections F and H of these Rules (including any Forms prescribed therein)
includes any Associated Undertaking, Fellow Subsidiary Undertaking, Group Undertaking, or Parent Undertaking of such Club; and
(c) for the purposes of Section G of these Rules, Rules I.1 to I.7 and Rule J.3 (and including any Forms prescribed therein) includes any
Associated Undertaking, Fellow Subsidiary Undertaking, Group Undertaking, Parent Undertaking or Subsidiary Undertaking of such
Club;
A.1.34.
“club” means an association football club not in membership of the League;
A.1.35.
“Club Own Revenue Uplift” means any increase in a Club’s revenue in a Contract Year when compared with its revenue in Contract Year
2012/13 (excluding Central Funds fee payments from its revenue in both the Contract Years). The Board may if necessary adjust the
calculation of a Club Own Revenue Uplift:
(a) to ensure that it is calculated on a like-for-like basis; and/or
(b) to restate to Fair Market Value any consideration which arises from a Related Party Transaction.
The Board shall not make any such adjustment without first having given the Club reasonable opportunity to make submissions as to
whether such adjustment is necessary and/or (where paragraph (b) above applies) what constitutes the Fair Market Value of the said
consideration.
78
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
A.1.36.
“Club Radio Contract” means any contract upon terms complying in all respects with any directive issued by the League pursuant to
Rule D.7 and made between any Club and the local or regional independent radio station or BBC local radio station within whose
transmission area the Club’s Stadium is situated;
A.1.37.
“Club Shirt Sponsor Contract” means any contract between any Club and any Person (not being the manufacturer, producer or
distributor of that Club’s Strip) providing for the exhibition upon that Club’s Strip of the agreed prime brand of that Person in accordance
with Rule M.30;
A.1.38.
“Commercial Contract” means any contract entered into by the League relating to sponsorship or like transactions or other matters
materially affecting the commercial interests of Clubs other than an Overseas Broadcasting Contract, a UK Broadcasting Contract, a
Radio Contract or a Title Sponsorship Contract;
A.1.39.
“Commercial Contract Money” means money received by the League under any Commercial Contract;
A.1.40.
“Commission” means a commission appointed by the Board under the provisions of Rule W.21;
A.1.41.
“Community Development Expenditure” means:
(a) net expenditure by a Club directly attributable to activities (whether in the United Kingdom or abroad) for the public benefit to
promote participation in sport and advance social development; and
(b) donations made by the Club
(i) to United Kingdom charities in a form recognised by such charities; and/or
(iii) for foreign charitable purposes in a form which (had the donations been made to registered United Kingdom charities) would
have been recognised as charitable.
A.1.42.
“the Company Secretary” means the person whose particulars are registered or registrable as the secretary of the League pursuant to
Section 276 of the Act, and shall include any joint, assistant or deputy secretary;
A.1.43.
“Compensation Fee” means any sum of money or other consideration (exclusive of Value Added Tax) payable by a Transferee Club to a
Transferor Club upon the permanent transfer of the registration of a Contract Player or in respect of an Out of Contract Player;
A.1.44.
“Compensation Fee Account” means the account bearing that name at Barclays Bank Plc into which Compensation Fees, Loan Fees
(including in both cases instalments thereof) and Contingent Sums are payable as set out in Rule V.29;
A.1.45.
“Concert Party” means any person with which any relevant person is acting in concert within the meaning of paragraphs (2) to
(5) (inclusive) of the definition of “acting in concert” in the City Code on Takeovers and Mergers, or would be so acting in concert if the
City Code on Takeovers and Mergers applied in the relevant case;
A.1.46.
“Conditional Contract” means a playing contract between a Club and a Player which is determinable by the Player at any time;
79
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
A.1.47.
“Connected Person” means any Person who directly or indirectly possesses or is entitled to acquire more than 30 per cent of:
(a) the issued ordinary share capital of the company; or
(b) the loan capital (save where loan capital was acquired in the ordinary course of the business of lending money) and issued share
capital of the company; or
(c) the assets of the company which would be available for distribution to equity holders in the event of winding up of the company;
A.1.48.
“Contingent Sum” means any sum of money (exclusive of Value Added Tax) additional to a Compensation Fee payable upon the
happening of a contingent event by a Transferee Club to a Transferor Club consequent upon the transfer of the registration of a player;
A.1.49.
“Contract Player” means any player (other than an Academy Player) who has entered into a written contract of employment with a Club;
A.1.50.
“Contract Year” means the period beginning on 1 July in any year and ending on the following 30 June.
A.1.51.
“Control” means the power of a Person to exercise, or to be able to exercise or acquire, direct or indirect control over the policies, affairs
and/or management of a Club, whether that power is constituted by rights or contracts (either separately or in combination) and having
regard to the considerations of fact or law involved, and, without prejudice to the generality of the foregoing, Control shall be deemed to
include:
(a) the power (whether directly or indirectly and whether by the ownership of share capital, by the possession of voting power, by
contract or otherwise including without limitation by way of membership of any Concert Party) to appoint and/or remove all or such
of the members of the board of directors of the Club as are able to cast a majority of the votes capable of being cast by the members of
that board; and/or
(b) the holding and/or possession of the beneficial interest in, and/or the ability to exercise the voting rights applicable to, Shares in the
Club (whether directly, indirectly (by means of holding such interests in one or more other persons) or by contract including without
limitation by way of membership of any Concert Party) which confer in aggregate on the holder(s) thereof 30 per cent or more of the
total voting rights exercisable at general meetings of the Club;
For the purposes of the above, any rights or powers of a Nominee for any Person or of an Associate of any Person or of a Connected Person
to any Person shall be attributed to that Person;
A.1.52.
“Conviction” means a finding by a court anywhere in the world that a person has committed an offence or carried out the act for which he
was charged, and Convicted shall be construed accordingly;
A.1.53.
“Crowd Doctor” means the Official described in Rules O.8 to O.10;
A.1.54.
“DBS” has the meaning set out in Rule S.1.8;
A.1.55.
“Declaration” means a declaration in Form 5;
80
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
A.1.56.
Subject to Rule A.1.57 “Director” means any person occupying the position of director of a Club whose particulars are registered or
registrable under the provisions of section 162 of the Act and includes a shadow director, that is to say, a person in accordance with
whose directions or instructions the directors of the Club are accustomed to act, or a Person having Control over the Club, or a Person
exercising the powers that are usually associated with the powers of a director of a company;
A.1.57.
For the purposes of Rules H.1 to H.9:
(a) a person shall be excluded from the definition of Director set out in Rule A.1.56 if (and only if):
(i) he falls within the said definition of Director solely because Rule A.1.51(b) applies to him; and
(ii) his aggregate interest (of the kind set out in Rule A.1.51(b)) in the Shares conferring voting rights exercisable at general
meetings of the Club is less than 50%; and
(b) the Official referred to in Rule J.1.1 shall be included in that definition.
A.1.58.
“Disclosure” has the meaning set out in Rule S.1.9
A.1.59.
“Earnings Before Tax” means profit or loss after depreciation and interest but before tax, as shown in the Annual Accounts.
A.1.60.
“Events of Insolvency” means the events set out in Rule E.29
A.1.61.
“the Extranet” means the secure online area maintained by the League for the purpose of the communication of information between the
League and Clubs;
A.1.62.
“Facility Fees Fund” means the fund established out of UK Broadcasting Money and distributed in accordance with Rule D.18.3;
A.1.63.
“the Faculty” has the meaning set out in Rule O.9
A.1.64.
“F.A. Cup” means the Football Association Challenge Cup competition;
A.1.65.
“Fair Market Value” means the amount for which an asset could be sold, licensed or exchanged, a liability settled, or a service
provided, between knowledgeable, willing parties in an arm’s length transaction.
A.1.66.
“Fellow Subsidiary Undertaking” has the meaning set out in section 1161(4) of the Act;
A.1.67.
“FIFA” means the Federation Internationale de Football Association;
A.1.68.
“Financial Institution” means any entity which is incorporated in, or formed under the law of any part of the United Kingdom, and
which has permission under Part 4a of the Financial Services and Markets Act 2000 to carry on the regulated activity of accepting
deposits (within the meaning of section 22 of that Act, taken with Schedule 2 and any order under section 22) but such definition shall
not include:
(a) a building society (within the meaning of section 119 of the Building Societies Act 1986); or
(b) a credit union (within the meaning of section 31 of the Credit Unions Act 1979).
81
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
A.1.69.
“the Football Association” means The Football Association Limited;
A.1.70.
“the Football Association Rules” means the Rules and Regulations for the time being of the Football Association;
A.1.71.
“Football Creditor” has the meaning set out in Rule E.35;
A.1.72.
“the Football League” means The Football League Limited;
A.1.73.
“the Football League Cup” means the cup competition organised by the board of the Football League;
A.1.74.
“Form” means the appropriate form or substantially the same form as that prescribed in these Rules;
A.1.75.
“Future Financial Information” has the meaning set out in Rule E.11;
A.1.76.
“Gambling Related Agreement” means any agreement (i) which concerns any advertising, marketing, promotion, supply or provision of
betting, gaming, lottery or other gambling related products, services, brands or facilities (whether as part of a Club Shirt Sponsor
Contract, the appointment of a gambling partner or otherwise); and/or (ii) where the business activities of any of the parties (or of an
Associated Undertaking or Group Undertaking of any of the parties) to such agreement include the provision of betting, gaming, lottery
or other gambling related products, services or facilities;
A.1.77.
“General Meeting” means any meeting of the members of the League duly called in accordance with the provisions of Article 18;
A.1.78.
“Goal Line Technology” means all necessary equipment for the purpose of assisting the referee to determine whether, in a League
Match, a goal has been scored.
A.1.79.
“Group” has the meaning set out in section 474(1) of the Act;
With effect from the start of Season 2015/16, this Rule shall read as follows:
“Group” has the meaning set out in section 474(1) of the Act save that it shall also include any other entity that carries on any material
aspect of the football operations of the Club.
A.1.80.
“Group Accounts” mean accounts that a Club is required to prepare pursuant to section 399 of the Act, or which its Parent Undertaking
is required to deliver to the Registrar of Companies pursuant to section 400(2)(e) or section 401(2)(f) of the Act;
A.1.81.
“Group Undertaking” has the meaning set out in Section 1161(5) of the Act;
A.1.82.
“Hardwiring” means the permanent installation of cabling to enable the uninterrupted live Transmission of League Matches and
“Hardwired” shall be construed accordingly;
A.1.83.
“HMRC” means HM Revenue and Customs or such other government department(s) that may replace the same;
A.1.84.
“Holding” means the holding and/or possession of the beneficial interest in, and/or the ability to exercise the voting rights applicable to,
Shares in the Club (whether directly, indirectly (by means of holding such interests in one or more other persons) or by contract including
without limitation by way of membership of any Concert Party) which confer any voting rights exercisable at general meetings of the
Club;
82
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
For the purposes of the above, any rights or powers of a nominee for any Person shall be attributed to that Person, that is to say any rights
or powers which another Person possesses on his behalf or may be required to exercise at his direction or on his behalf and any rights or
powers of any other Person which is a Connected Person to any Person shall be attributed to that Person;
A.1.85.
“Home Club” means the Club at whose Stadium a League Match is or was or should be or should have been played or, where the Clubs
participating in that League Match share a Stadium, the Club whose name first appears in respect of that League Match on the League’s
fixture list;
A.1.86.
“Home Grown Player” means a Player who, irrespective of his nationality or age, has been registered with any Club (or club) affiliated
to the Football Association or the Football Association of Wales for a period, continuous or not, of three Seasons or 36 months prior to
his 21st birthday (or the end of the Season during which he turns 21) and for the purposes of this definition of “Home Grown Player” a
Season will be deemed to commence on the date on which the first Transfer Window closes and expire on the date of the final League
Match of the Season;
A.1.87.
“Image Contract” means any contract whereby a Player transfers to any Person (‘the transferee’) the right to exploit his image or
reputation either in relation to football or non-footballing activities;
A.1.88.
“Image Contract Payment” means any payment made or liability incurred by or on behalf of a Club to a transferee in order to acquire
that right;
With effect from the start of Season 2015/16, Rules A.1.87 and A.1.88 shall be replaced by the following:
“Image Contract” means any contract whereby a Player transfers to any Person the right to exploit his image or reputation either in
relation to football or non-footballing activities and “Image Contract Payment” means any payment made or liability incurred by or on
behalf of a Club to such a Person in order to acquire that right;
A.1.89.
“Individual Voluntary Arrangement” means an arrangement made under the provisions of Part VIII of the Insolvency Act 1986;
A.1.90.
“International Transfer” means the transfer of the registration of a player to a Club in respect of which an international registration
transfer certificate is required under the provisions of the FIFA Regulations for the Status and Transfer of Players;
A.1.91.
“Interview Backdrops” means backdrops against which interviews must, where specified by these Rules, be conducted. The Interview
Backdrops will be provided to Clubs from time to time by the League;
A.1.92.
“the League” means the Football Association Premier League Limited;
A.1.93.
“the League Champions” has the meaning set out in Rule C.11;
A.1.94.
“League Match” means a first team match played under the jurisdiction of the League;
A.1.95.
“League Office” means the registered office for the time being of the League;
83
A.1.96.
“Licensing Manual” means the manual in which are set out procedures agreed between the Football Association and the League relating
to applications for and the granting of licences enabling Clubs (or clubs) to play in UEFA Club Competitions;
A.1.97.
“Loan Fee” means any sum of money (exclusive of Value Added Tax) payable by a Transferee Club to a Transferor Club upon a
Temporary Transfer;
A.1.98.
“Local Authority Designated Officer” has the meaning set out in Rule S.1.10;
A.1.99.
“Local Safeguarding Children’s Board” has the meaning set out in Rule S.1.11;
A.1.100.
“Manager” means the Official of a Club responsible for selecting the Club’s first team;
A.1.101.
“Match Manager” means a representative of the League who may be appointed to act in relation to a League Match and whose
responsibilities include (without limitation):
(a) liaising with Clubs, Match Officials, Broadcasters and any Person with whom the League has entered into a Commercial Contract to
promote the delivery by the League of all matchday requirements and entitlements of Broadcasters and such Persons pursuant to
these Rules;
(b) assisting Clubs to comply with their obligations pursuant to Rule D.3 insofar as those obligations must be fulfilled at League
Matches; and
(c) working with Clubs and Broadcasters to enable the referee to ensure that the kick-off, and re-start after half-time, of each League
Match take place promptly.
Guidance
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
The appointment of a Match Manager in relation to a League Match does not absolve Clubs from compliance with their responsibilities under Rules L.28
and L.29 (which provide for prompt kick-offs and re-starts of League Matches) or with any of the provisions of Section K concerning Broadcasters’
requirements.
A.1.102.
“Match Officials” means referees and assistant referees and includes reserve officials and fourth officials;
A.1.103.
“Material Transactions” has the meaning set out in Rule H.1;
A.1.104.
“Medical Coordinator” means the Official described in Rules O.5 to O.7;
A.1.105.
“Memorandum” means the Memorandum of Association of the League;
A.1.106.
“Merit Payments Fund” means the fund established out of UK Broadcasting Money and distributed in accordance with Rule D.18.2;
A.1.107.
“Mixed Zone” means the area in which media interviews with Players and Managers may be conducted after the conclusion of a League
Match, as more particularly described in Rules K.70 to K.71;
A.1.108.
“New Registration” has the meaning set out in Rule U.14;
A.1.109.
“Nominee” means in connection to any Person another Person who possesses rights or powers on his behalf, or which he may be required
to exercise at his discretion;
A.1.110.
“Official” means any director, secretary, servant or representative of a Club, excluding any Player, Agent or Auditors;
84
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
A.1.111.
“Out of Contract Player” means a Contract Player whose contract of employment with a Club has expired;
A.1.112.
“Outside Broadcast Compound” means the area for the exclusive use of TV Broadcasters’ vehicles more particularly described at
Rules K.79 to K.81;
A.1.113.
“Overseas Broadcaster” means a Person with whom the League has entered into an Overseas Broadcasting Contract and who is entitled
to effect the Transmission of League Matches in accordance with the terms of that Contract;
A.1.114.
“Overseas Broadcasting Contract” means any contract entered into by the League for the Transmission of League Matches outside the
United Kingdom, the Republic of Ireland, the Isle of Man and the Channel Islands;
A.1.115.
“Overseas Broadcasting Money” means money received by the League under any Overseas Broadcasting Contract;
A.1.116.
“Overseas TV Commentary Positions” means the commentary positions more particularly described in Rules K.56 to K.57;
A.1.117.
“the Panel” has the meaning set out in Rule W.14;
A.1.118.
“Parent” shall be interpreted as set out in Rule S.1.12;
A.1.119.
“Parent Undertaking” has the meaning set out in section 1162 of the Act;
A.1.120.
“PAYE and NIC” means any and all payments required to be made by a Club in respect of income tax and national insurance
contributions;
A.1.121.
“Person” includes any legal entity, firm or unincorporated association and in the case of a Person which is incorporated any of its
Associated Undertaking, Fellow Subsidiary Undertaking, Group Undertaking, Parent Undertaking or Subsidiary Undertaking;
A.1.122.
“PGB” has the meaning set out in Rule B.21;
A.1.123.
“PGMOL” means the Professional Game Match Officials Limited;
A.1.124.
“Player” means any Contract Player, Out of Contract Player, Amateur Player or Academy Player who is registered to play for a Club;
A.1.125.
“Player Services Costs” means:
(a) the total of all gross remuneration and benefits payable by a Club to or in respect of its Contract Players;
(b) (where applicable) employer’s National Insurance Contributions thereon; and
(c) any direct contributions made by a Club for a Player’s benefit to a pension scheme or to an employee benefit trust or an employerfinanced retirement benefit scheme.
A.1.126.
“Player’s Image” means the Player’s name, nickname, fame, image, signature, voice and film and photographic portrayal, virtual and/or
electronic portrayal image or representation, reputation, replica and all other characteristics of the Player including his shirt number;
A.1.127.
“Post-Match Media Conference” has the meaning set out in Rules K.101 to K.104;
85
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
A.1.128.
“the Premier League Appeals Committee” means the committee constituted in accordance with Rule Z.2;
A.1.129.
“the Professional Football Compensation Committee” means the committee constituted in accordance with the Regulations of the
Professional Football Compensation Committee;
A.1.130.
“Professional Game Youth Fund” means the fund of that name managed by the League who shall award grants from the Fund’s
resources to qualifying Clubs and Football League clubs;
A.1.131.
“Promoted Club” means a Club which became a member of the League at the end of the previous Season pursuant to Rule B.4;
A.1.132.
“Radio Commentary Positions” means the commentary positions more particularly described in Rule K.58;
A.1.133.
“Radio Contract” means any contract entered into by the League other than an Overseas Broadcasting Contract or a UK Broadcasting
Contract for the Radio Transmission of League Matches;
A.1.134.
“Radio Contract Money” means money received by the League under any Radio Contract;
A.1.135.
“Radio Broadcaster” means a Person with whom the League has entered into a Radio Contract and who is entitled to effect the Radio
Transmission of League Matches in accordance with the terms of that Contract;
A.1.136.
“Radio Transmission” means any terrestrial or satellite broadcast or transmission by cable of sounds of and/or commentary upon any
League Match or inclusion thereof in a cable programme service and/or on the Internet and/or any relay of sound of and/or commentary
upon any League Match whether to an open or closed user group by any means now existing or hereafter invented not consisting solely
of storage and distribution of recorded sounds in tangible form whether such radio transmission is on a live or recorded basis in whole or
as excerpts;
A.1.137.
“Relegated Club” means a Football League club which was relegated under the provisions of Rule C.14 at the end of any of the 4
previous Seasons and which remains relegated;
A.1.138.
“Related Party Transaction” means a transaction disclosed in a Club’s Annual Accounts as a related party transaction or which would
have been disclosed as such except for an exemption under the accounting standards under which the Annual Accounts were prepared.
A.1.139.
“Representation Contract” means an agreement to which a Club and an Agent are party and pursuant to which the Agent acts for the
Club or a Player in the context of either the registration or transfer of the registration of a Player or the employment of a Player by a Club;
A.1.140.
“Resolution” has the meaning set out in Article 1.2;
A.1.141.
“Respondent” has the meaning set out in Rule W.23.2;
A.1.142.
“Retired Player” means a Player who has stopped playing competitive football;
86
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
A.1.143.
“these Rules” means the rules for the time being of the League and a letter and a number following a reference to a rule identifies the
Section in which it is comprised and its number within that Section;
A.1.144.
“Scout” means any person employed or engaged by a Club (whether on a full-time or part-time basis and whether or not he is
remunerated in any way for his services) whose duties include identifying to his Club players whose registration his Club may wish to
secure;
A.1.145.
“Search and Intervention Steward” has the meaning set out in Rule S.1.13;
A.1.146.
“Season” means the period commencing on the date of the first League Match on the fixture list of the League’s first team competition
and ending on the date of the last;
A.1.147.
“the Secretary” means the general secretary of the League;
A.1.148.
“Section” means a Section of these Rules;
A.1.149
“Secure Funding” means funds which have been or will be made available to the Club in an amount equal to or in excess of any Cash
Losses which the Club has made in respect of the period from T-2 or is forecast to make up to the end of T+2. Secure Funding may not be
a loan and shall consist of:
(a) contributions that an equity participant has made by way of payments for shares through the Club’s share capital account or share
premium reserve account; or
(b) an irrevocable commitment by an equity participant to make future payments for shares through the Club’s share capital account or
share premium reserve account. This irrevocable commitment shall be evidenced by a legally binding agreement between the Club
and the equity participant and may if the Board so requires be secured by one of the following:
i.
a personal guarantee from the ultimate beneficial owner of the Club, provided that the Board is satisfied that (i) he is of
sufficient standing and (ii) the terms of the guarantee are satisfactory;
ii.
a guarantee from the Club’s Parent Undertaking or another company in the Club’s Group, provided that the Board is satisfied
that (i) the guaranteeing company is of sufficient standing and (ii) the terms of the guarantee are satisfactory;
iii. a letter of credit from a Financial Institution of sufficient standing and an undertaking from the Club’s directors to the Premier
League to call on the letter of credit in default of the payments from the equity participant being made;
iv. payments into an escrow account, to be paid to the Club on terms satisfactory to the Board; or
v.
such other form of security as the Board considers satisfactory; or
(c) such other form of Secure Funding as the Board considers satisfactory.
A.1.150.
“Shares” means shares or other equity securities;
87
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
A.1.151.
“Significant Interest” means the holding and/or possession of the legal or beneficial interest in, and/or the ability to exercise the voting
rights applicable to, Shares in the Club which confer in aggregate on the holder(s) thereof ten (10) per cent or more of the total voting
rights exercisable in respect of any class of Shares of the Club. All or part of any such interest may be held directly or indirectly or by
contract including, but not limited to, by way of membership of any Concert Party, and any rights or powers held by an Associate,
Nominee or Connected Person shall be included for the purposes of determining whether an interest or interests amounts to a “Significant
Interest”;
A.1.152.
“Signing-on Fee” means a lump sum payment payable under the terms of a contract between a Club and a Contract Player and which is
expressed to be a signing-on fee;
A.1.153.
“Spent Conviction” means a conviction in respect of which the offender is treated as rehabilitated for the purposes of the Rehabilitation
of Offenders Act 1974 or, where this Act does not apply for any reason, a conviction which would be so treated had the provisions of the
Act applied;
A.1.154.
“Squad List” means the list of up to a maximum of 25 Players eligible to participate in League Matches during a Season of whom a
maximum of 17 may not be Home Grown Players;
A.1.155.
“Stadium” means the Club’s ground registered with the Secretary pursuant to Rule K.5;
A.1.156.
“Staff” has the meaning set out in Rule S.1.14;
A.1.157.
“stakeholders” has the meaning set out in Rule R.2;
A.1.158.
“Strip” means Players’ shirts, shorts and stockings;
A.1.159.
“Subsidiary Undertaking” has the meaning set out in section 1162 of the Act;
A.1.160.
“T” means the Club’s Accounting Reference Period ending in the year in which assessment pursuant to Rules E.52 to E.59 takes place,
and:
(a) “T-1” means the Club’s Accounting Reference Period immediately preceding T;
(b) “T-2” means the Club’s Accounting Reference Period immediately preceding T-1;
(c) “T+1” means the Club’s Accounting Reference Period immediately following T; and
(d) “T+2” means the Club’s Accounting Reference Period immediately following T+1.
A.1.161.
“Team Doctor” means the Official described in Rules O.3 to O.4;
A.1.162.
“Technical Specification” means a specification, unique to each Club, showing how that Club will deliver each of the facilities,
infrastructure requirements and services required of it pursuant to Rules K.40 to K.125 on the occasion of League Matches played at its
Stadium;
Guidance
The Technical Specification is the detailed working document showing how the requirements of the Rules will be translated into working facilities at each
Club’s Stadium on match days. For example, it will show the location of each of the required facilities, such as:
·
·
·
·
·
the television cameras;
the dedicated rooms for Broadcasters such as the Television Studios;
the location of the Mixed Zone;
the location of the dedicated car park spaces;
the location of the Outside Broadcast Compound.
88
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
A.1.163.
“Television Gantry” means the television gantry more particularly described in Rules K.51 to K.53;
A.1.164.
“Temporary Transfer” has the meaning set out in Rule V.5;
A.1.165.
“Third Party Payment” means any payment made or liability incurred (other than Compensation Fees, remuneration or payments to or
for the benefit of Agents referred to in Rule H.1) by or on behalf of a Club in respect of a Player, including an Image Contract Payment;
A.1.166.
“Title Sponsor” means the Person granted the right to have its agreed brand identity associated with the name of the League’s first team
competition;
A.1.167.
“Title Sponsorship Contract” means any contract entered into between the League and a Title Sponsor;
A.1.168.
“Title Sponsorship Money” means money received by the League under any Title Sponsorship Contract;
A.1.169.
“Transfer Agreement” means an agreement between a Transferor Club and a Transferee Club for the permanent transfer of the
registration of a Contract Player;
A.1.170.
“Transfer Windows” has the meaning set out in Rule V.1;
A.1.171.
“Transferee Club” means a Club (or club) to which the registration of a Contract Player is, or is to be or has been transferred (including
on the basis of a Temporary Transfer) or which, in the case of an Out of Contract Player, effects his New Registration;
A.1.172.
“Transferor Club” means a Club (or club) from which the registration of a Contract Player is, or is to be or has been transferred
(including on the basis of a Temporary Transfer) or which, in the case of an Out of Contract Player, holds his registration under the
provisions of Rule U.29.2;
A.1.173.
“Transmission” means any terrestrial or satellite broadcast of television or other moving pictures with or without sound or transmission
by cable of moving pictures with or without sound or inclusion of moving pictures with or without sound in a cable programme service
and/or on the Internet and/or relay of moving pictures with or without sound whether to an open or closed user group by any means now
existing or hereafter invented not consisting solely of the storage and distribution of recorded pictures with or without sound in tangible
form whether the said transmission is on a live or recorded basis in whole or as excerpts;
A.1.174.
“TV Broadcaster” means a UK Broadcaster or an Overseas Broadcaster;
A.1.175.
“UEFA” means the Union des Associations Européennes de Football;
A.1.176.
“UEFA Club Competition” means the club competitions organised by UEFA;
A.1.177.
“UEFA Club Licence” means the licence granted by the Football Association in accordance with the procedures set out in the Licensing
Manual enabling Clubs (or clubs) to play in UEFA Club Competitions;
A.1.178.
“UK Broadcaster” means a Person with whom the League has entered into a UK Broadcasting Contract and who is entitled to effect the
Transmission of League Matches in accordance with the terms of that Contract;
89
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
A.1.179.
“UK Broadcasting Contract” means any contract entered into by the League for the Transmission of League Matches within the United
Kingdom, the Republic of Ireland, the Isle of Man and the Channel Islands;
A.1.180.
“UK Broadcasting Money” means money received by the League under any UK Broadcasting Contract;
A.1.181.
“UK TV Commentary Positions” means the commentary positions more particularly described in Rules K.54 to K.55;
A.1.182.
“Under 21 Player” means a Player under the age of 21 as at the 1st January in the year in which the Season concerned commences (i.e.
for Season 2015/2016 born on or after 1st January 1994);
A.1.183.
“Visiting Club” means the Club playing, which has played, which should play or which should have played a League Match at the
Stadium of a Home Club or, where the Clubs participating in that League Match share a Stadium, the Club whose name last appears in
respect of that League Match on the League’s fixture list;
A.1.184.
“Week by Week Contract” means a playing contract between a Club and a Player which is determinable by either party on 7 days’
written notice;
A.1.185.
“Working Day” means any day on which the League Office is open for normal business but excluding, unless the Board determines
otherwise, a Saturday, a Sunday or a Bank or Public Holiday;
A.1.186.
References to “written” or “in writing” shall be construed to include:
(a) hard copy;
(b) facsimile transmission;
(c) subject to any guidance issued by the Board, email (including any attachment to an email);
(d) where appropriate, the Extranet;
but shall not include any form of electronic communication other than those listed in Rules (b) to (d) above. Where a communication is
sent by email, the burden of proof of receipt shall be on the sender;
A.1.187.
“Youth Development Expenditure” means expenditure by a Club directly attributable to activities to train, educate and develop
Academy Players net of any Premier League central funding paid to Clubs solely for the purpose of such activities.
A.1.188.
“Youth Development Rules” means the Youth Development Rules which are set out as an Appendix to these Rules and which form part
of these Rules.
90
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Interpretation
A.2.
Terms defined in Youth Development Rule 1 shall have the meanings set out in that Rule.
A.3.
Unless the context otherwise requires:
A.3.1.
words importing the singular number shall include the plural and vice versa; and
A.3.2.
words importing any particular gender shall include all other genders.
A.4.
References to statutory provisions shall be construed as references to those provisions as they may be amended or re-enacted.
A.5.
The headings in these Rules are for convenience only and shall not affect their interpretation.
A.6.
Unless otherwise stated, the provisions of the Articles shall prevail in the event of any conflict with these Rules.
A.7.
Where a Club is required to submit a Form to the Secretary or to the League pursuant to these Rules, the Board may instead require that
the information to be provided in the Form is submitted via the Extranet in such manner as it may determine.
91
THE LEAGUE: GOVERNANCE, OPERATIONS AND FINANCE
SECTION B: THE LEAGUE — GOVERNANCE
Name and Membership
B.1.
The League’s first team competition shall be called “The Premier League” to which may be added the name of the Title Sponsor.
B.2.
The League’s first team competition shall consist of teams of those association football clubs playing in England and Wales not
exceeding 20 in number which are from time to time members of the League.
B.3.
Each member Club shall on request give to the League the address of its registered office and shall provide to the League certified true
copies of:
B.3.1.
its certificate of incorporation; and
B.3.2.
its memorandum of association; and
B.3.3.
its articles of association; and
B.3.4.
any amendments to the above documents.
B.4.
At the end of each Season the Board shall require each of the Clubs relegated in accordance with Rule C.14 to execute an instrument
transferring its ordinary share in the League to such of the 3 clubs promoted to the League from the Football League as the Board directs.
B.5.
Upon such share transfers being registered in accordance with the Articles each of the Promoted Clubs will become a member of the
League.
B.6.
A Club shall cease to be entitled to be a member of the League (and upon registration in accordance with the Articles of the transfer of its
ordinary share in the League shall cease to be a member thereof) following:
B.6.1.
its relegation in accordance with Rule C.14; or
B.6.2.
the receipt of a notice by the Board under the provisions of Article 10.1; or
B.6.3.
its expulsion under the provisions of Rule B.7; or
B.6.4.
its resignation under the provisions of Rules B.8 and B.9.
B.7.
Notwithstanding the provisions of Article 27, the League may expel a Club from membership upon a special resolution to that effect
being passed by a majority of not less than three-fourths of such members as (being entitled to do so) vote by their representatives or by
proxy at a General Meeting of which notice specifying the intention to propose the resolution has been duly given.
B.8.
Any Club intending to resign as a member of the League may do so only with effect from the end of the Season upon which it is intended
that such resignation is to take effect provided that it shall give notice in writing to that effect to the Company Secretary on or before the
31st December preceding the end of such Season.
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
B.9.
Any Director of a Club giving notice under the provisions of Rule B.8 who represents the League on the Council of the Football
Association shall vacate that office forthwith upon the giving of the notice.
B.10.
Not earlier than the 1st March nor later than the 31st March following the giving of a notice under Rule B.8, the Club giving such notice
shall notify the Company Secretary in writing whether such notice is confirmed or withdrawn. If no such notice is given the notice under
Rule B.8 shall be deemed to have been withdrawn.
92
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
B.11.
Without prejudice to the powers contained in Section W of these Rules (Disciplinary), any Club purporting to resign otherwise than in
accordance with Rules B.8 and B.9 shall on demand indemnify the League on behalf of itself and the Clubs remaining in membership of
the League against all losses, damages, liabilities, costs or expenses whatsoever suffered or incurred by the League or such Clubs
resulting directly or indirectly from such purported resignation including without limitation loss of income or profits from any
Commercial Contract, UK Broadcasting Contract, Overseas Broadcasting Contract, Radio Contract or Title Sponsorship Contract.
Board Powers
B.12.
Where a discretion, right or power is expressed in these Rules to be exercisable by the Board, such discretion, right or power shall unless
otherwise provided in these Rules or the Articles be exercisable by the Board in its sole and absolute discretion or as a sole right or power
of the Board and shall when exercised be final and binding and not subject to appeal.
B.13.
The Board may appoint any person who is not an Official to deputise for either the Chairman or the Chief Executive when the Board is
required to exercise its function under either Rule T.29 or Rule T.30 or Rule T.31 or Rule W.1 or Youth Development Rules 294 and
296-297.
Procedure at General Meetings
B.14.
Subject to the provisions of the Articles and the Acts, the Chairman may regulate the procedure for General Meetings as he thinks fit.
Unless otherwise determined by the Chairman:
B.14.1
Clubs must give to the Secretary not less than 28 clear days’ notice of any item for inclusion on the agenda of a forthcoming
General Meeting;
B.14.2
two representatives from each Club may attend General Meetings, each of whom may speak but only one of whom shall be
entitled to vote.
Relationship between Clubs and the League
B.15.
Membership of the League shall constitute an agreement between the League and Clubs and between each Club to be bound by and
comply with:
B.15.1.
the Laws of the Game;
B.15.2.
the Football Association Rules;
B.15.3.
the Articles;
B.15.4.
these Rules;
B.15.5.
the statutes and regulations of FIFA;
B.15.6.
the statutes and regulations of UEFA; and
B.15.7.
the Regulations of the Professional Football Compensation Committee, each as amended from time to time.
B.16.
In all matters and transactions relating to the League each Club shall behave towards each other Club and the League with the utmost
good faith.
B.17.
No Club either by itself, its servants or agents shall by any means whatsoever unfairly criticise, disparage, belittle or discredit any other
Club or the League or in either case any of its directors, officers, employees or agents.
93
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B.18.
A Club shall not without the Board’s prior written consent either during its membership of the League or at any time after its membership
has terminated disclose or divulge either directly or indirectly to any Person whatsoever or otherwise make use of any confidential
information as to the business or finances of the League or any other Club or any of their dealings, transactions or affairs or as to any
other matters which may come to its knowledge by reason of its membership save to statutory and regulatory authorities or as may be
required by law or to such Officials and Auditors of that Club to whom such disclosure is strictly necessary for the purpose of their duties
and then only to the extent so necessary.
Football Association Representation
B.19.
Under the articles of association of the Football Association the League is entitled to appoint annually 8 representatives to the Council
of the Football Association. Any person who is a director of a Club or a director or officer of the League shall be eligible for appointment.
Seven such representatives shall be elected by Clubs in General Meeting and one shall be appointed by the Board subject to ratification
by Clubs in General Meeting.
B.20.
Under the articles of association of the Football Association the League is entitled to appoint annually up to 3 members of the Football
Association board of directors. Any person who is a Football Association Council representative appointed in accordance with Rule B.19
or, if a representative of a regional division of the Football Association, a person who is a director of a Club shall be eligible for
appointment. The Board shall appoint one of such representatives subject to ratification by Clubs in General Meeting and the other two
shall be elected by Clubs at the General Meeting next following the end of the Season at which election will be by ballot and will take
place after the election of the Football Association Council representatives appointed in accordance with Rule B.19.
B.21.
Under the articles of association of the Football Association, the League is entitled to appoint 4 members of the Professional Game Board
(the “PGB”), a committee of the board of directors of the Football Association. The 3 members of the board of directors of the Football
Association appointed in accordance with Rule B.20 shall recommend for approval in General Meeting the 4 proposed members of the
PGB. Provided always that at least 2 of the appointed PGB members shall be Football Association Council representatives appointed in
accordance with Rule B.19, the following shall be eligible for appointment:
B.21.1.
a director of a Club;
B.21.2.
Football Association Council representative appointed in accordance with Rule B.19 (who for the avoidance of doubt may be
a member of the Football Association board of directors);
B.21.3.
a director or officer of the League.
94
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95
Source: Manchester United plc, 20-F, October 15, 2015
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THE LEAGUE: GOVERNANCE, OPERATIONS AND FINANCE
SECTION C: THE LEAGUE COMPETITION
The League Competition
C.1.
Each Club shall play 2 League Matches against each other Club each Season, being the Home Club in respect of one such League Match
and the Visiting Club in respect of the other.
C.2.
The winner of a League Match shall score three points. Each Club participating in a League Match which is drawn shall score one point.
C.3.
The results of League Matches shall be recorded by the Secretary in a table containing in respect of each Club the following information:
C.3.1.
the number of League Matches played in that Season;
C.3.2.
the number of League Matches won, drawn and lost as a Home Club in that Season;
C.3.3.
the number of League Matches won, drawn and lost as a Visiting Club in that Season;
C.3.4.
the number of goals scored in League Matches by and against that Club in that Season;
C.3.5.
the number of points scored in that Season.
C.4.
The position of Clubs in the table shall be determined by the number of points scored in that Season, the Club having scored the highest
number of points being at the top of the table and the Club having scored the lowest number of points being at the bottom.
C.5.
If any 2 or more Clubs have scored the same number of points their position in the table shall be determined on goal difference, that is to
say, the difference between the total number of goals scored by and against a Club in League Matches in that Season, and the higher or
highest placed Club shall be the Club with the higher or highest goal difference.
C.6.
If any 2 or more Clubs have scored the same number of points and have the same goal difference the higher or highest placed Club shall
be the Club having scored the most goals in League Matches in that Season.
C.7.
Subject to Rule C.17, if any 2 or more Clubs have scored the same number of points, have the same goal difference and have scored the
same number of goals in League Matches in that Season they shall be deemed to occupy the same position in the table.
Determination and Accreditation of Goals
C.8.
Goal Line Technology shall be utilised at League Matches (save that, for the avoidance of doubt, a League Match shall proceed even if
Goal Line Technology is unavailable for part or all of it). The referee’s decision as to whether a goal has been scored shall be final.
C.9.
The League shall keep a record of the scorer of each goal in each League Match.
C.10.
The Board (or its appointee) will review all goals scored in every League Match, and if there are any in respect of which the identity of
the scoring Player is in doubt, then the Board (or its appointee) shall determine which Player scored the goal, and the Board’s (or its
appointee’s) said determination shall be final
96
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The League Championship
C.11.
The Club which is at the top of the table at the end of the Season shall be the League Champions.
C.12.
The League Champions shall receive a trophy which it shall return to the Secretary in good order and condition not later than 3 weeks
before the final League Matches of the next Season.
C.13.
The League Champions shall further receive 40 commemorative medals to be presented by the Club to its Manager and to such of its
Players and Officials as it thinks fit provided that any Player who has entered the field of play in a minimum of 5 of its League Matches
that Season shall receive from the Club a commemorative medal. Additional medals may only be presented with the consent of the Board
which shall only be given if the total number of Players who have entered the field of play that Season in a minimum of 5 of the Club’s
League Matches exceeds 39.
Relegation
C.14.
Subject to Rule C.15, the bottom 3 Clubs in the table at the end of the Season shall be relegated to the Football League.
C.15.
If any Club ceases during the Season to be a member of the League, the record of the League Matches in which it has participated that
Season shall be expunged from the table and the number of Clubs to be relegated at the end of that Season shall be reduced so as to
maintain at 20 (or, if less, as near thereto as may be) the number of Clubs in membership of the League at the beginning of the next
Season.
C.16.
If any Club ceases to be a member of the League other than by reason of relegation after the end of the Season but before the Board has
fixed the dates of League Matches for the next Season, the Board may invite the relegated club which attained the highest position in the
table referred to in Rule C.3 at the end of the previous Season to rejoin the League.
Play-offs
C.17.
If at the end of the Season either the League Champions or the Clubs to be relegated or the question of qualification for other
competitions cannot be determined because 2 or more Clubs are equal on points, goal difference and goals scored, the Clubs concerned
shall play off one or more deciding League Matches on neutral grounds, the format, timing and venue of which shall be determined by
the Board.
97
THE LEAGUE: GOVERNANCE, OPERATIONS AND FINANCE
SECTION D: THE LEAGUE — FINANCE
Obligations of the League
D.1.
Subject to the provisions of Article 49, the League shall enter into Commercial Contracts, UK Broadcasting Contracts, Overseas
Broadcasting Contracts, Radio Contracts and Title Sponsorship Contracts with the intention in the case of each UK Broadcasting
Contract for the live Transmission of League Matches that each Club shall participate in at least one live televised League Match each
Season.
D.2.
Each Club and each Contract Player shall comply with any reasonable request made on behalf of the League to allow the Player’s Image
to be used to enable the League to fulfil its Commercial Contracts, UK Broadcasting Contracts, Overseas Broadcasting Contracts, Radio
Contracts and Title Sponsorship Contracts, provided that, where the size of the product permits, the League shall not use the images of
less than 4 Contract Players, each from different Clubs, on any one product.
Obligations of Clubs
D.3.
Subject to Rule D.8, Clubs shall provide such rights, facilities and services as are required to enable the League to fulfil its Commercial
Contracts, UK Broadcasting Contracts, Overseas Broadcasting Contracts, Radio Contracts and Title Sponsorship Contracts and shall not
by any act or omission infringe any exclusive rights granted thereunder or otherwise cause any breach thereof to occur. For the avoidance
of doubt only the League may enforce this Rule against a Club and no other Person shall have any right under the Contracts (Rights of
Third Parties Act) 1999 to so enforce it.
D.4.
Each Club shall indemnify the League against any liability the League may incur in the event of a finding by a Court of Law or other
body of competent jurisdiction that the League induced the Club to breach a contract with a third party as a result of requiring the Club
to comply with Rule D.3.
D.5.
The Title Sponsorship Contract shall not have the effect of preventing any Club from granting any rights of whatever nature pursuant to
its Club Shirt Sponsor Contract irrespective of when the Club enters into the same and the Club Shirt Sponsor Contract of any Club shall
not have the effect of preventing any right granted pursuant to any Title Sponsorship Contract being operated or enjoyed in respect of
any Club or at the Stadium of any Club.
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
D.6.
Each Club shall provide such reasonable rights, facilities and services at each League Match taking place at its Stadium as are reasonably
required and as are authorised by any directive issued by the League pursuant to Rule D.7 to enable the Visiting Club in respect of the
said League Match to comply with the terms of any Club Radio Contract to which it is party.
D.7.
The League shall issue from time to time directives to Clubs setting out those rights which may and may not be granted by any Club in
any Club Radio Contract and each Club shall comply in all respects with any such directive.
D.8.
In the case of a Commercial Contract and/or a Title Sponsorship Contract a Club shall not be bound to comply with Rule D.3 if:
D.8.1.
to do so would result in the Club being in breach of a contractual obligation entered into before the date of the Article 49
Resolution authorising or approving it; or
D.8.2.
such Commercial Contract and/or Title Sponsorship Contract has not been entered into by the League within 6 months of the
Article 49 Resolution relating to it.
98
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Accounting Practice
D.9.
Subject to Rule D.10, all income of the League shall be allocated to its financial periods in accordance with generally accepted
accounting practice.
D.10.
Notwithstanding the foregoing provisions of Rule D.9, advances received or early payment of other contracted accounts may be treated
as income of the financial period in which they are received provided that in each case a Resolution is passed to that effect.
Operating and Other Expenses
D.11.
The operating and other expenses of the League and the League shall be paid, at the discretion of the Board, out of Overseas
Broadcasting Money, Commercial Contract Money, Radio Contract Money, Title Sponsorship Money or any other income of the League
excluding UK Broadcasting Money.
D.12.
Subject to the prior approval of Clubs in General Meeting, the Board shall be empowered to require Clubs to pay to the League from time
to time any sum by which its income, excluding UK Broadcasting Money, falls short of the operating and other expenses of the League.
D.13.
Each Club and Relegated Club shall contribute to the Professional Game Youth Fund and to the Premier League Charitable Fund and
other community and charitable initiatives and obligations such sum as is approved by a General Meeting, such contributions to be
deducted from the distributions for the Basic Award Fund made pursuant to Rule D.18.1.
Transmission of League Matches
D.14.
D.15.
No Transmission shall be made of any League Match except:
D.14.1.
in accordance with any UK Broadcasting Contract or Overseas Broadcasting Contract; or
D.14.2.
as permitted by Rules K.38 and K.39; or
D.14.3.
in accordance with the terms of any express license or permission issued in writing by the League.
No Radio Transmission shall be made of any League Match except in accordance with:
D.15.1.
any Radio Contract; or
D.15.2.
any Club Radio Contract; or
D.15.3.
the terms of any express licence or permission issued in writing by the League.
Distribution of UK Broadcasting Money
D.16.
The League shall pay out of UK Broadcasting Money:
D.16.1.
such sums as may be agreed from time to time shall be payable to the Professional Footballers’ Association for Players’
educational, insurance and benevolent purposes; and
D.16.2.
any other sum approved by a Resolution.
99
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D.17.
The balance of UK Broadcasting Money shall be divided so that:
D.17.1.
one half shall comprise the Basic Award Fund;
D.17.2.
one quarter shall comprise the Merit Payments Fund; and
D.17.3.
one quarter shall comprise the Facility Fees Fund.
Each of the Basic Award Fund and the Merit Payments Fund shall be divided into such number of shares as shall be required in either
case to put into effect the provisions of Rules D.18.1, D.18.2 and D.28 and the Facility Fees Fund shall be distributed in accordance with
the provisions of Rule D.18.3.
D.18.
In consideration of Clubs providing such rights, facilities and services as are required to enable the League to fulfil any UK Broadcasting
Contract:
D.18.1.
subject to Rules E.25, E.34 and E.38, the Basic Award Fund shall be distributed by way of fees so that each Club receives 1
share and each Relegated Club the percentage of 1 share set out in Rule D.28;
D.18.2.
as soon as practicable after the end of each Season, subject to Rules E.25 and E.34, the Merit Payments Fund shall be
distributed by way of fees in accordance with the following table:
End of Season
League position
Number of shares
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
20
19
18
17
16
15
14
13
12
11
10
9
8
7
6
5
4
3
2
1
100
Source: Manchester United plc, 20-F, October 15, 2015
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D.18.3.
The Board shall in respect of each Season determine the amounts to be paid to Clubs by way of facility fees for League
Matches which are televised live or of which recorded excerpts are broadcast. During or after the end of each Season, subject to
Rules E.25 and E.34, such facility fees shall be paid out of the Facility Fees Fund to those Clubs which have participated in
each of such League Matches, whether as a Home Club or a Visiting Club.
Distribution of Overseas Broadcasting Money
D.19.
D.20.
The League shall pay out of Overseas Broadcasting Money:
D.19.1.
its operating and other expenses in accordance with Rule D.11; and
D.19.2.
any other sum approved by a Resolution and the balance thereof shall be divided into such number of shares as shall be
required to put into effect the provisions of Rule D.20.
In consideration of Clubs providing such rights, facilities and services as are required to enable the League to fulfil any Overseas
Broadcasting Contract, as soon as practicable during or after the end of each Season, subject to Rules E.25, E.34, E.38 and K.43, the
balance of Overseas Broadcasting Money shall be distributed by way of fees so that each Club receives 1 share and each Relegated Club
the percentage of 1 share set out in Rule D.28.
Distribution of Title Sponsorship Money
D.21.
Subject to any contrary requirement contained in a Title Sponsorship Contract, the League shall pay out of Title Sponsorship Money:
D.21.1.
its operating and other expenses in accordance with Rule D.11; and
D.21.2.
any other sum approved by a Resolution;
and the balance thereof shall be divided into such number of shares as shall be required to put into effect the provisions of Rule D.22.
D.22.
In consideration of Clubs providing such rights, facilities and services as are required to enable the League to fulfil any Title Sponsorship
Contract, as soon as practicable during or after the end of each Season, subject to Rules E.25, E.34 and E.38, the balance of Title
Sponsorship Money shall be distributed by way of fees so that each Club receives 1 share and each Relegated Club the percentage of 1
share set out in Rule D.28.
Distribution of Commercial Contract Money
D.23.
D. 24.
The League shall pay out of Commercial Contract Money:
D.23.1.
its operating and other expenses in accordance with Rule D.11; and
D.23.2.
any other sum approved by a Resolution.
In consideration of Clubs providing such rights, facilities and services as are required to enable the League to fulfil any Commercial
Contract, as soon as practicable during or after the end of each Season, subject to Rules D.25, E.25 and E.34, the balance of Commercial
Contract Money shall be distributed by way of fees equally between Clubs.
101
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
D.25.
Commercial Contract Money derived from a Commercial Contract relating to the provision of perimeter advertising boards at Stadia shall
be distributed to those Clubs that provide such boards in proportion in each case to the amount of perimeter board inventory provided.
Distribution of Radio Contract Money
D.26.
D.27.
The League shall pay out of Radio Contract Money:
D.26.1.
its operating and other expenses in accordance with Rule D.11; and
D.26.2.
any other sum approved by a Resolution.
In consideration of Clubs providing such rights, facilities and services as are required to enable the League to fulfil any Radio Contract,
as soon as practicable during or after the end of each Season, subject to Rule E.25 and E.34, the balance of Radio Contract Money shall
be distributed by way of fees equally between Clubs.
Relegated Clubs
D.28.
D.29.
Subject to Rules D.29, E.25, E.34 and E.38, each Relegated Club shall receive the following fees:
D.28.1.
in the first Season after being relegated, a sum equivalent to 55% of 1 share of each of the Basic Award Fund and Overseas
Broadcasting Money;
D.28.2.
in the second Season after being relegated, a sum equivalent to 45% of 1 share of each of the Basic Award Fund and Overseas
Broadcasting Money; and
D.28.3.
in each of the third and fourth Seasons after being relegated, a sum equivalent to 25% of 1 share of each of the Basic Award
Fund and Overseas Broadcasting Money.
There shall be deducted from each payment to a Relegated Club made pursuant to Rules D.28 the sum of £2.3m.
Guidance
At a Club meeting on 11 September 2014 it was resolved that Rules A.1.136, D.28 and D.29 wil be amended for Season 2016/17.
Value Added Tax
D.30.
Value Added Tax shall be added to each fee paid in accordance with Rules D.18, D.20, D.22, D.24, D.27 and D.28.
Distribution Account
D.31.
Each distribution made under the provisions of Rules D.18, D.20, D.22, D.24 and D.27 shall be accompanied by an account showing how
it has been computed.
102
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Assignments of Central Funds
D.32.
If a Club or a Relegated Club proposes to charge, assign or otherwise grant security over all or part of its entitlement to future
distributions of Central Funds, it shall:
D.33.
D.32.1.
disclose to the League the proposed documentation with the lender giving effect to such charge, assignment or other grant of
security;
D.32.2.
not enter into the said proposed documentation without the prior written consent of the League (not to be unreasonably
withheld); and
D.32.3.
procure that it and its lender enter into an agreement with the League whereby the lender will confirm that:
D.32.3.1.
it understands that the Club’s entitlement to future distributions of Central Funds is subject to the provisions of
the Articles and these Rules and in particular (without prejudice to the generality of the foregoing) to Rules E.25,
E.34 and E.28; and
D.32.3.2.
the Club has disclosed to it the Club’s current and future liabilities to other Clubs (and clubs) and the League will
confirm that such disclosure accords with its records of such liabilities.
Rule D.32 shall not apply to any assignment, charge or other grant of security by a Club of its future entitlement to Central Funds as part
of a fixed and floating charge over the entirety of its assets and undertaking on usual commercial terms.
103
CLUBS: FINANCE AND GOVERNANCE
SECTION E: CLUBS — FINANCE
Power to Inspect
E.1.
The Board either by itself or by any person appointed by it shall be empowered to inspect the financial records of any Club which it reasonably
suspects has acted in breach of these Rules.
Club Bank Accounts
E.2.
Each Club shall submit to the Secretary Form 2 signed by 2 Directors of the Club and specifying a bank account, to be in the name of and
controlled by the Club, into which the League shall pay monies due to the Club from the League in accordance with and subject to these
Rules save that if that Club has assigned its entitlement to such monies or any part of them, payment will be made by the League as directed in
the assignment.
Submission of Club Accounts
E.3.
Each Club shall by 1st March in each Season submit to the Secretary a copy of its annual accounts in respect of its most recent financial year or if
the Club considers it appropriate or the Secretary so requests the Group Accounts of the Group of which it is a member (in either case such
accounts to be prepared and audited in accordance with applicable legal and regulatory requirements) together with a copy of the directors’
report for that year and a copy of the auditors’ report on those accounts.
E.4.
The accounts referred to in Rule E.3 shall:
E.4.1.
include separate disclosure within the balance sheet or notes to the accounts, or by way of supplementary information separately
reported on by its auditors by way of procedures specified by the Board, of the total sums payable and receivable in respect of
Compensation Fees, Contingent Sums and Loan Fees;
E.4.2.
include a breakdown within the profit and loss account or the notes to the accounts, or by way of supplementary information
separately reported on by its auditors by way of procedures specified by the Board, of revenue in appropriate categories such as gate
receipts, sponsorship and advertising, broadcasting rights, commercial income and other income.
E.5.
If the auditors’ report on the accounts submitted pursuant to Rule E.3 contains anything other than an unqualified opinion without modification,
the Club shall at the Board’s request submit such further documentary evidence as the Board shall require (including but not limited to Future
Financial Information).
E.6.
If the annual accounts of a Club or Group Accounts submitted pursuant to Rule E.3 are prepared to a date prior to 30th November in the Season
of submission, such Club or Group shall by the following 31st March submit to the Secretary interim accounts covering the period commencing
from its accounting reference date and ending on a date between the following 30th November and 1st March.
E.7.
The interim accounts shall:
E.7.1.
comprise a balance sheet, a profit and loss account, a cash flow statement and relevant explanatory notes;
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
E.7.2.
be prepared in accordance with the accounting principles adopted in the preparation of the Club’s annual accounts;
104
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
E.7.3.
be presented in a similar format to the annual accounts including as regards the matters set out in Rule E.4;
E.7.4.
include in the profit and loss account and cashflow statement comparative figures for the same period in the preceding year;
E.7.5.
include a balance sheet as of the end of the preceding financial year;
E.7.6.
be approved in writing by the board of directors of the company to which they relate; and
E.7.7.
be reviewed or audited in accordance with applicable regulatory requirements.
E.8.
Rule E.5 shall apply to the interim accounts (with appropriate modification) if the auditors have issued anything other than an unqualified
opinion without modification on them.
E.9.
Each Club must by 7th April (or such later date as the Board shall specify) in each Season prove that, subject to Rule E.10:
E.9.1.
no Compensation Fee, Loan Fee or Contingent Sum payable pursuant to a Transfer Agreement entered into prior to the preceding 31st
December; and
E.9.2.
no sum payable to or in respect of an employee in relation to services provided prior to the preceding 31st December (including PAYE
and NIC)
is or was overdue as at the preceding 31st March.
E.10.
For the purpose of Rule E.9:
E.10.1.
“employee” means a Player, a Manager, any Official referred to in Rule J.1, an Academy Manager, a Team Doctor and a senior
physiotherapist referred to in Rule O.11, an assistant manager or head coach referred to in Rule P.13 and a safety officer;
E.10.2.
an amount shall not be treated as overdue as at 31st March if by that date it has been paid or the date for payment has been extended
by means of a written agreement with the creditor or it is the subject of current litigation or arbitration proceedings or has been
submitted to a dispute resolution procedure of the League, the Football Association, UEFA or FIFA.
E.11.
By 31st March in each Season, each Club shall submit to the Secretary in respect of itself (or if the Club considers it appropriate or the Secretary
so requests in respect of the Group of which it is a member) future financial information (“Future Financial Information”) comprising projected
profit and loss accounts, cash flow, balance sheets and relevant explanatory notes commencing from its accounting reference date or, if it has
submitted interim accounts pursuant to Rule E.6, from the date to which those interim accounts were prepared and expiring on the next
accounting reference date after the end of the following Season. The projected profit and loss accounts, cash flow and balance sheets shall be
prepared at a maximum of quarterly intervals.
E.12.
The Future Financial Information shall:
E.12.1.
be prepared in accordance with the accounting principles adopted in the preparation of the Club’s annual accounts (except where the
accounting principles and policies are to be changed in the subsequent annual accounts, in which case the new accounting principles
and polices should be followed); and
105
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
E.13.
E.14.
E.12.2.
be approved in writing by the board of directors of the company to which they relate; and
E.12.3.
to include in the explanatory notes thereto principal assumptions and risks; and
E.12.4.
include for comparison profit and loss accounts for the period covered by the annual accounts and interim accounts submitted
pursuant to Rules E.3 and E.6, a forecast for the current financial year and a balance sheet as at the date of the interim accounts
submitted pursuant to Rule E.6.
Each Promoted Club shall by 30th June in the year of its promotion submit to the Secretary:
E.13.1.
copies of the documents and other information that it would have been required to submit to the Secretary pursuant to Rules E.3, E.6
and E.9 by 1st March of that year had it then been a member of the Premier League;
E.13.2.
Future Financial Information commencing from 1st July in the year of its promotion and expiring on the Club’s next accounting
reference date after the end of the following Season; and
E.13.3.
any further documentary evidence required pursuant to Rules E.5 and E.8.
The Board shall have the powers set out in Rule E.15 if:
E.14.1.
the Club has failed to submit to the Secretary annual accounts as required by Rules E.3 and E.4 or Rule E.13; or
E.14.2.
the Club has failed to submit to the Secretary interim accounts as required by Rule E.6 or Rule E.13; or
E.14.3.
the Club has failed to submit to the Secretary the Future Financial Information as required by Rule E.11 or Rule E.13; or
E.14.4.
the Board has asked the Club to submit further documentary evidence pursuant to Rule E.5, Rule E.8 or Rule E.13 and the Club has
failed to do so; or
E.14.5.
the Club has failed to satisfy the Board that no sums of the kind set out in Rule E.9 (and subject to Rule E.10) were overdue as at the
preceding 31st March; or
E.14.6.
the auditors’ report on the annual accounts or interim accounts of the Club or the Group submitted pursuant to Rule E.3 and Rule E.6
respectively or Rule E.13 contains anything other than an unqualified opinion without modification; or
E.14.7.
as a result of its review of all the documents and information submitted by the Club pursuant to Rules E.3 to E.13, and having taken
into account any failure of the Club to supply any such documents or information, in its reasonable opinion it determines that the
Club will not over the course of the following Season be able to:
E.14.7.1.
pay its liabilities to the creditors listed in Rule E.27 (in so far as they are or will become creditors of the Club) and to its
employees as they fall due; or
E.14.7.2.
fulfil its obligation under Rule C.1 to play 2 League Matches against each other Club; or
E.14.7.3.
fulfil its obligations under Rule D.3 to provide such rights, facilities and services as are required to enable the League to
fulfil its Commercial Contracts, UK Broadcasting Contracts, Overseas Broadcasting Contracts, Radio Contracts and Title
Sponsorship Contracts.
106
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
E.15.
E.16.
E.17.
The powers referred to in Rule E.14 are:
E.15.1.
to require the Club to submit, agree and adhere to a budget which shall include, but not be limited to, the matters set out in
Rule H.1.1 to H.1.3;
E.15.2.
to require the Club to provide such further information as the Board shall determine and for such period as it shall determine; and
E.15.3.
to refuse any application by that Club to register any Player or any new contract of an existing Player of that Club if the Board
reasonably deems that this is necessary in order to secure that the Club complies with its obligations listed in Rule E.14.7.
If any Person proposes to acquire Control of a Club:
E.16.1.
the Club shall submit to the Secretary up-to-date Future Financial Information prepared to take into account the consequences of the
change of Control on the Club’s future financial position as soon as reasonably practicable prior to the change of Control or, if such
submission is not reasonably practicable prior to the change of Control, no later than 10 Working Days thereafter; and
E.16.2.
the Board shall have power to require the Person who proposes to acquire or has acquired Control to appear before it and to provide
evidence of the source and sufficiency of any funds which that Person proposes to invest in or otherwise make available to the Club;
If the Board determines, in its reasonable opinion, and having considered any information provided to it pursuant to Rule E.16, that the Club
will not be able to fulfil its obligations as set out in Rules E.14.7.1 to E.14.7.3, then the Board shall have the powers set out in Rule E.15.
Short Term Cost Control
E.18.
E.19.
Rule E.19 shall apply if in any of Contract Years 2013/14, 2014/15 and 2015/16 a Club’s aggregated Player Services Costs and Image Contract
Payments:
E.18.1.
exceed £52m, £56m, or £60m respectively; and
E.18.2.
have increased by more than £4m when compared with the previous Contract Year.
If Rule E.18 applies, the Club must satisfy the Board that either:
E.19.1
the total increase is not greater than £4m, £8m or £12m respectively when compared with Contract Year 2012/13; or
E.19.2
the excess increase as is referred to in E.18.2 arises as a result of contractual commitments entered into on or before 31 January 2013,
and/or that it has been funded only by Club Own Revenue Uplift and/or profit from player trading as disclosed in the Club’s Annual
Accounts for that Contract Year.
Guidance
Pursuant to Rules E.18 and E.19, the Board may require further information from the Club including (but not limited to):
a) confirmation that Club Own Revenue Uplift has been calculated on a like-for-like basis; and
b) satisfactory evidence that revenue included within the calculation of Club Own Revenue Uplift has not been artificially inflated.
In addition, the Board may adjust a Club Own Revenue Uplift by assessing any revenue within it from Related Party Transactions to Fair Market Value. As
set out in the definition of Club Own Revenue Uplift (Rule A.1.35), the Board must give the Club the opportunity to make submissions before it does so.
107
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
E.20.
With effect from 2014, on or before 1 March in each Season, each Club shall submit Form 3 to the Secretary.
Guidance
The first reporting via Form 3 took place in March 2014 in respect of Contract Year 2012/13 so that the League has each Club’s historic figures in time for
the first full assessment under these Rules in February 2015.
Clubs’ attention is drawn to Rule T.15 with regard to the failure to submit Form 3.
E.21.
The information set out in Form 3 shall be reported upon by the Club’s auditors, in accordance with procedures specified by the League from
time to time.
HMRC
E.22.
Each Club shall provide quarterly certification in such form as the Board may request from time to time to confirm that its liabilities to HMRC in
respect of PAYE and NIC are up to date (that is, no more than 28 days in arrears).
E.23.
Each Club shall promptly on request from the Board:
E. 24.
E.23.1.
provide confirmation (to be signed by two Directors) as to whether it has any outstanding liabilities to HMRC, and if it has it shall
provide the Board with full details thereof (including details of any agreements which are in place with HMRC as regards such
liabilities); and
E.23.2.
provide HMRC with written permission in such form as HMRC may require for HMRC to share information about the Club’s
liabilities to HMRC with the League.
Where the Board reasonably believes that a Club’s liabilities in respect of PAYE & NIC are not up to date (as defined in Rule E.22) it may
exercise the powers set out in Rule E.15.
Power to Deduct
E.25.
E.26.
If the Board is reasonably satisfied that a Club or Relegated Club (‘the debtor Club”) has failed to make any payment due to any creditor of the
description set out in Rule E.27, the Board shall be empowered to:
E.25.1.
deduct the amount of any such payment from any distribution of UK Broadcasting Money, Overseas Broadcasting Money,
Commercial Contract Money, Radio Contract Money or Title Sponsorship Money (“Central Funds”) payable to the debtor Club,
paying the same to the creditor to which it is due; and
E.25.2.
withhold any distribution of Central Funds otherwise due to the debtor Club to the extent of any liabilities falling due from the debtor
Club to any creditor of the description set out in Rule E.27 within the period of 60 days after the due date of the distribution of the
Central Funds to the debtor Club, and pay the same to the creditor on the date when it is due to that creditor should the debtor Club
fail to do so.
The Board shall only have the powers set out in Rule E.25.2 if the debtor Club has failed to make any payment when due (whether or not paid
thereafter) to a creditor of the description set out in Rule E.27 within the period of 120 days immediately prior to the due date of distribution of
the Central Funds to the debtor Club.
108
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
E.27.
E.28.
The creditors to which Rule E.25 applies are:
E.27.1.
another Club (or club); or
E.27.2.
the League; or
E.27.3.
any Associated Undertaking, Fellow Subsidiary Undertaking, Group Undertaking, or Subsidiary Undertaking of the League; or
E.27.4.
any pension or life assurance scheme administered by or on behalf of the League; or
E.27.5.
the Football League; or
E.27.6.
any Associated Undertaking, Fellow Subsidiary Undertaking, Group Undertaking, or Subsidiary Undertaking of the Football League;
or
E.27.7.
the Football Foundation.
If any Transferee Club act in breach of Rules V.29 or V.32 to V.36 inclusive:
E.28.1.
Rule V.37 shall apply; and
E.28.2.
out of any monies held by the Board for or on behalf of or to the order of that Transferee Club (whether in the Compensation Fee
Account or otherwise), the Board shall have power to pay to its Transferor Club any amount not exceeding the sum due to it from the
Transferee Club under the provisions of this Section of these Rules.
Events of Insolvency
E.29.
Subject to Rule E.37, the Board shall have power to suspend a Club by giving to it notice in writing to that effect if it or its Parent Undertaking
suffers an Event of Insolvency, that is to say:
E.29.1.
it enters into a Company Voluntary Arrangement pursuant to Part 1 of the Insolvency Act 1986 (‘the 1986 Act”) or a compromise or
arrangement with its creditors under Part 26 of the Act or enters into any compromise agreement with its creditors as a whole; or
E.29.2.
it or its shareholders or directors lodge a Notice of Intention to Appoint an Administrator or Notice of Appointment of an
Administrator at the Court in accordance with paragraph 26 or paragraph 29 of Schedule B1 to the 1986 Act or where it or its
shareholders or directors make an application to the Court for an Administration Order under paragraph 12 of Schedule B1 to the 1986
Act or where an Administrator is appointed or an Administration Order is made in respect of it (‘Administrator” and ‘Administration
Order” having the meanings attributed to them respectively by paragraphs 1 and 10 of Schedule B1 to the 1986 Act); or
E.29.3.
an Administrative Receiver (as defined by section 251 of the 1986 Act), a Law of Property Act Receiver (appointed under section 109
of the Law of Property Act 1925) or any Receiver appointed by the Court under the Supreme Court Act 1981 or any other Receiver is
appointed over any of its assets which, in the opinion of the Board, are material to the Club’s ability to fulfil its obligations as a
member of the League; or
109
E.29.4.
its shareholders pass a resolution pursuant to section 84(1) of the 1986 Act to voluntarily wind it up; or
E.29.5.
a meeting of its creditors is convened pursuant to section 95 or section 98 of the 1986 Act; or
E.29.6.
a winding up order is made against it by the Court under section 122 of the 1986 Act or a provisional liquidator is appointed over it
under section 135 of the 1986 Act; or
E.29.7.
it ceases or forms an intention to cease wholly or substantially to carry on its business save for the purpose of reconstruction or
amalgamation or otherwise in accordance with a scheme of proposals which have previously been submitted to and approved in
writing by the Board; or
E.29.8.
it enters into or is placed into any insolvency regime in any jurisdiction outside England and Wales which is analogous with the
insolvency regimes detailed in Rules E.29.1 to E.29.6 hereof.
E.30.
A Club shall forthwith give written notice to the Board upon the happening of any of the events referred to in Rule E.29.
E.31.
At the discretion of the Board exercised in accordance with Rule E.37, a suspension may take effect from the giving of the notice or it may be
postponed subject to:
E.32.
E.31.1.
a condition that while the suspension is postponed the Club may not apply to register or have transferred to it the registration of any
Player; and
E.31.2.
such other conditions as the Board may from time to time during the postponement of the suspension think fit to impose.
Unless a suspension is postponed, a suspended Club shall not play in:
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
E.32.1.
any League Match; or
E.32.2.
any matches organised as part of the Games Programmes or matches in the Professional Development Leagues (as those terms are
defined in the Youth Development Rules); or
E.32.3.
any of the competitions set out in Rules L.9 and L.10; or
E.32.4.
any other match.
E.33.
For the purposes of the League competition, the Board shall have power to determine how the cancellation of a League Match caused by the
suspension of one of the Clubs which should have participated in it shall be treated.
E.34.
While pursuant to this Section of these Rules a Club is suspended or its suspension is postponed, the Board shall have power, subject to
Rule E.37, to make such payments as it may think fit to the Club’s Football Creditors out of:
E.34.1.
any UK Broadcasting Money payable to the suspended Club under the provisions of Rule D.18; and
E.34.2.
any Overseas Broadcasting Money payable to the suspended Club under the provisions of Rule D.20; and
110
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E.35.
E.34.3.
any Title Sponsorship Money payable to the suspended Club under the provisions of Rule D.22; and
E.34.4.
any Commercial Contract Money payable to the suspended Club under the provisions of Rule D.24; and
E.34.5.
any Radio Contract Money payable to the suspended Club under the provisions of Rule D.27.
For the purposes of this Section of these Rules, Football Creditors shall comprise:
E.35.1.
the Football Association and clubs in full or associate membership thereof; and
E.35.2.
Affiliated Associations (as defined by the articles of association of the Football Association); and
E.35.3.
the League and any subsidiary of it; and
E.35.4.
the Football League, the Football Conference, the Northern Premier League, the Southern Premier League and the Isthmian Football
League; and
E.35.5.
the Professional Footballers’ Association; and
E.35.6.
the Football Foundation; and
E.35.7.
any employee or former employee of the suspended Club to whom arrears of wages or salary are due, to the extent of such arrears; and
E.35.8.
any pension provider to which a pension contribution payable by the suspended Club in respect of its employees or former employees
is due, to the extent of such contribution.
E.36.
Upon being reasonably satisfied that a suspended Club’s liabilities to its Football Creditors have been settled, the Board shall have power,
subject to Rule E.37, to withdraw the suspension of that Club by giving to it notice in writing to that effect.
E.37.
In exercising its powers under Rules E.29, E.34, E.36 and E.39 and its discretion under Rule E.31, the Board shall have regard to all the
circumstances of the case and to:
E.37.1.
such of the provisions of the Insolvency Act 1986, the Competition Act 1998 and the Enterprise Act 2002 as are relevant and then in
force;
E.37.2.
the consideration (if any) given by the insolvent Club under the provisions of Rules D.18, D.20, D.22, D.24 and D.27;
E.37.3.
the interests of the insolvent Club’s Officials, Players, supporters, shareholders and sponsors;
E.37.4.
the interests of the insolvent Club’s other Football Creditors;
E.37.5.
the need to protect the integrity and continuity of the League competition;
E.37.6.
the reputation of the League and the need to promote the game of association football generally; and
E.37.7.
the relationship between the Club and its Parent Undertaking, in the event that the Parent Undertaking suffers the Event of Insolvency.
111
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E.38.
Any distribution to a Relegated Club under the provisions of Rules D.18, D.20 or D.22 may be deferred if, on or before the date of the
distribution, the Relegated Club has been given notice under article 4.5 of the articles of association of the Football League which has been
suspended. Upon such notice being withdrawn the deferred distribution shall be paid but if in consequence of the notice the club to which it was
due ceases to be a member of the Football League its amount shall be added to the next distribution made in accordance with these Rules.
Sporting Sanction
E.39.
Upon a Club or its Parent Undertaking suffering an Event of Insolvency the Board shall have the power to impose upon the Club a deduction of
9 points scored or to be scored in the League competition. If the Board exercises this power it shall forthwith give written notice to the Club to
that effect.
E.40.
Subject to Rule E.41, the Club may appeal against the deduction of points by sending or delivering to the Secretary Form 4 so that he receives
the same together with a deposit of £1,000 within 7 days of the date of the notice given under the provisions of Rule E.39 (time of the essence).
E.41.
The only ground upon which a Club may appeal as aforesaid is that:
E.42.
E.41.1.
the Event of Insolvency was caused by and resulted directly from circumstances, other than normal business risks, over which it could
not reasonably be expected to have had control; and
E.41.2.
its Officials had used all due diligence to avoid the happening of that event.
An appeal under the provisions of Rule E.40 shall lie to an appeal tribunal which shall hear the appeal as soon as reasonably practicable. The
appeal tribunal shall be appointed by the Board and shall comprise 3 members of the Panel including:
E.42.1.
an authorised insolvency practitioner; and
E.42.2.
a legally qualified member who shall sit as chairman of the tribunal.
E.43.
The chairman of the appeal tribunal shall have regard to the procedures governing the proceedings of Commissions and Appeal Boards set out in
Section W of these Rules (Disciplinary) but, subject as aforesaid, shall have an overriding discretion as to the manner in which the appeal is
conducted.
E.44.
The Club shall have the onus of proof of the matters set out in the appeal on the balance of probabilities.
E.45.
If the members of the appeal tribunal are not unanimous the decision of the majority of them shall prevail.
E.46.
The appeal tribunal shall give written reasons for its decision.
E.47.
Members of the appeal tribunal shall be entitled to receive from the League a reasonable sum by way of fees and expenses.
112
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E.48.
The appeal tribunal shall have the following powers:
E.49.
E.48.1.
to allow or dismiss the appeal;
E.48.2.
to order the deposit to be forfeited to the League or repaid to the appellant Club;
E.48.3.
to order the appellant Club to pay or contribute to the costs of the appeal including the fees and expenses of members of the appeal
tribunal paid or payable under Rule E.47.
The decision of the appeal tribunal shall be final and binding on the appellant Club.
General
E.50.
Each Club shall notify the League forthwith of any circumstances which may materially and adversely affect any of the information or
representations submitted to the League pursuant to this Section E, and on consideration of those circumstances the Board may, if it considers it
appropriate, amend any decision or determination that it made based on such information or representations.
E.51.
The information and representations referred to in Rule E.50 include, without limitation:
E.51.1.
Future Financial Information;
E.51.2.
the estimated profit and loss account submitted pursuant to Rule E.53.2(1);
E.51.3.
information and undertakings provided to the League in connection with Secure Funding(2).
Profitability and Sustainability
E.52.
Rules E.53 to E.59 shall apply with effect from Season 2015/16.
E.53.
Each Club shall by 1 March in each Season submit to the Secretary:
E.53.1.
copies of its Annual Accounts for T-1 (and T-2 if these have not previously been submitted to the Secretary) together with copies of
the directors’ report(s) and auditors’ report(s) on those accounts;
E.53.2.
its estimated profit and loss account and balance sheet for T which shall:
E.53.3.
E.53.2.1.
be prepared in all material respects in a format similar to the Club’s Annual Accounts; and
E.53.2.2.
be based on the latest information available to the Club and be, to the best of the Club’s knowledge and belief, an
accurate estimate as at the time of preparation of future financial performance; and
if Rule E.56 applies to the Club, the calculation of its aggregated Adjusted Earnings Before Tax for T, T-1 and T-2 in Form 4A.
Guidance
The Board will in due course consider the Annual Accounts for the Accounting Reference Period in respect of which information pursuant to Rule E.53.2 is
submitted and in particular examine whether any material variances indicate that the estimated financial information was not prepared in accordance with
Rule E.53.2.2.
(1)
(2)
Rule E.53.2 comes into force with effect from Season 2015/16.
“Secure Funding” is referred to in Rule E.58 which comes into force with effect from Season 2015/16.
113
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E.54.
The Board shall determine whether consideration included in the Club’s Earnings Before Tax arising from a Related Party Transaction is
recorded in the Club’s Annual Accounts at a Fair Market Value. If it is not, the Board shall restate it to Fair Market Value.
E.55.
The Board shall not exercise its power set out in Rule E.54 without first having given the Club reasonable opportunity to make submissions as
to:
E.55.1.
whether the said consideration should be restated; and/or
E.55.2.
what constitutes its Fair Market Value.
E.56.
If the aggregation of a Club’s Earnings Before Tax for T-1 and T-2 results in a loss, any consideration from Related Party Transactions having
been adjusted (if appropriate) pursuant to Rule E.54, then the Club must submit to the Secretary the calculation of its Adjusted Earnings Before
Tax for each of T, T-1 and T-2.
E.57.
If the aggregation of a Club’s Adjusted Earnings Before Tax for T, T-1 and T-2 results in a loss of up to £15m, then the Board shall determine
whether the Club will, until the end of T+1, be able to pay its liabilities described in Rule E.14.7.1 and fulfil the obligations set out in
Rules E.14.7.2 a n d E.14.7. 3.
E.58.
If the aggregation of a Club’s Adjusted Earnings Before Tax for T, T-1 and T-2 results in a loss of in excess of £15m then the following shall
apply:
E.59.
E.60.
E.58.1.
the Club shall provide, by 31 March in the relevant Season, Future Financial Information to cover the period commencing from its last
accounting reference date (as defined in section 391 of the Act) until the end of T+2 and a calculation of estimated aggregated
Adjusted Earnings Before Tax until the end of T+2 based on that Future Financial Information;
E.58.2.
the Club shall provide such evidence of Secure Funding as the Board considers sufficient; and
E.58.3.
if the Club is unable to provide evidence of Secure Funding as set out in Rule E.58.2, the Board may exercise its powers set out in
Rule E.15.
If the aggregation of a Club’s Adjusted Earnings Before Tax for T, T-1 and T-2 results in losses of in excess of £105m:
E.59.1.
the Board may exercise its powers set out in Rule E.15; and
E.59.2.
the Club shall be treated as being in breach of these Rules and accordingly the Board shall refer the breach to a Commission
constituted pursuant to Section W of these Rules.
The sum set out in Rule E.59 shall be reduced by £22m for each Season covered by T-1 and T-2 in which the Club was in membership of the
Football League.
114
115
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CLUBS: FINANCE AND GOVERNANCE
SECTION F: OWNERS’ AND DIRECTORS’ TEST
Disqualifying Events
F.1.
A Person shall be disqualified from acting as a Director and no Club shall be permitted to have any Person acting as a Director of that Club if:
F.1.1.
either directly or indirectly he is involved in or has any power to determine or influence the management or administration of another
Club or Football League club; or
F.1.2.
either directly or indirectly he holds or acquires any Significant Interest in a Club while he either directly or indirectly holds any
interest in any class of Shares of another Club; or
F.1.3.
he becomes prohibited by law from being a director (including without limitation as a result of being subject to a disqualification
order as a director under the Company Directors Disqualification Act 1986 (as amended or any equivalent provisions in any
jurisdiction which has a substantially similar effect), or being subject to the terms of an undertaking given to the Secretary of State
under that Act (as amended or any equivalent provisions in any jurisdiction which has a substantially similar effect), unless a court of
competent jurisdiction makes an order under that Act permitting an appointment as a Director); or
F.1.4.
he has a Conviction (which is not a Spent Conviction) imposed by a court of the United Kingdom or a competent court of foreign
jurisdiction:
F.1.4.1.
in respect of which an unsuspended sentence of at least 12 months’ imprisonment was imposed; or
F.1.4.2.
in respect of any offence involving any act which could reasonably be considered to be dishonest (and, for the avoidance of
doubt, irrespective of the actual sentence imposed); or
F.1.4.3.
in respect of an offence set out in the Appendix 1 Schedule of Offences or a directly analogous offence in a foreign jurisdiction (and,
for the avoidance of doubt, irrespective of the actual sentence imposed); or
F.1.5.
he becomes the subject of:
F.1.5.1.
an Individual Voluntary Arrangement (including any fast track voluntary arrangement); or
F.1.5.2.
a debt relief order (in accordance with the provisions of Part 7A of the Insolvency Act); or
F.1.5.3.
an administration order (in accordance with Part 6 of the County Courts Act 1984); or
F.1.5.4.
an enforcement restriction order (in accordance with the provisions of Part 6A of the County Courts Act 1984); or
F.1.5.5.
a debt management scheme or debt repayment plan (in accordance with provisions of Chapter 4 or Part 5 of the Tribunals,
Courts and Enforcement Act 2007)
or any equivalent provision in any other jurisdiction which has a substantially similar effect, and in each case as may be amended from
time to time.
116
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F.1.6.
he becomes the subject of an Interim Bankruptcy Restriction Order, a Bankruptcy Restriction Order or a Bankruptcy Order (or any
equivalent provisions in any jurisdiction which has a substantially similar effect); or
F.1.7.
he is or has been a Director of a Club which, while he has been a Director of it, has suffered 2 or more unconnected Events of
Insolvency in respect of each of which a deduction of points was imposed (and for the purposes of this Rule F.1.7 and Rule F.1.8 a
person shall be deemed to have been a Director of a Club which has suffered an Event of Insolvency if such Event of Insolvency
occurred in the 30 days immediately following his having resigned as a Director of that Club); or
F.1.8.
he has been a Director of 2 or more Clubs or clubs each of which, while he has been a Director of them, has suffered an Event of
Insolvency in respect of each of which a deduction of points was imposed; or
F.1.9.
he is subject to a suspension or ban from involvement in the administration of a sport by any ruling body of a sport that is registered
with UK Sport or Sport England, or any corresponding national or international association, whether such suspension or ban is direct
or indirect (for example a direction to Persons subject to the jurisdiction of the ruling body that they should not employ, contract with
or otherwise engage or retain the services of an individual); or
F.1.10.
he is subject to any form of suspension, disqualification or striking-off by a professional body including, without limitation, the Law
Society, the Solicitors’ Regulation Authority, the Bar Council or the Institute of Chartered Accountants of England and Wales or any
equivalent body in any jurisdiction outside England and Wales, whether such suspension, disqualification or striking-off is direct or
indirect (for example a direction to Persons subject to the jurisdiction of the professional body that they should not employ, contract
with or otherwise engage or retain the services of an individual); or
F.1.11.
he is required to notify personal information pursuant to Part 2 of the Sexual Offences Act 2003; or
F.1.12.
he is found to have breached (irrespective of any sanction actually imposed), or has admitted breaching (irrespective of whether
disciplinary proceedings were brought or not):
F.1.12.1. Rule J.6; or
F.1.12.2. any other rules in force from time to time in relation to the prohibition on betting on football (whether in England or Wales
or elsewhere).
Submission of Declaration
F. 2.
Not later than 14 days before the commencement of each Season each Club shall submit to the Secretary a duly completed Declaration in respect
of each of its Directors signed by the Director to which it refers and by an Authorised Signatory, who shall not be the same person.
F.3.
Within 21 days of becoming a member of the League each Club promoted from the Football League shall likewise submit to the Secretary a duly
completed Declaration in respect of each of its Directors signed as aforesaid.
117
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F.4.
If any person proposes to become a Director of a Club (including for the avoidance of doubt by virtue of being a shadow director or acquiring
Control of the Club):
F.4.1.
the Club shall no later than 10 Working Days prior to the date on which it is anticipated that such person shall become a Director
submit to the Secretary a duly completed Declaration in respect of that person signed by him and by an Authorised Signatory;
F.4.2.
within 5 Working Days of receipt thereof the Secretary shall confirm to the Club whether or not he is liable to be disqualified as a
Director under the provisions in Rule F.1, and if he is so liable the Board will take the steps set out in Rule F.6; and
F.4.3.
he shall not become a Director until the Club has received confirmation from the Secretary pursuant to Rule F.4.1 above that he is not
liable to be disqualified as a Director under the provisions of Rule F.1.
Change of Director’s Circumstances
F.5.
Upon the happening of an event which affects any statement contained in a submitted Declaration:
F.5.1.
the Director in respect of whom the Declaration has been made shall forthwith give full written particulars thereof to his Club; and
F.5.2.
the Club shall thereupon give such particulars in writing to the Secretary.
Disqualification of a Director
F.6.
Upon the Board becoming aware by virtue of the submission of a Declaration or in the circumstances referred to in Rule F.5 or by any other
means that a person is liable to be disqualified as a Director under the provisions of Rule F.1, the Board will:
F.6.1.
give written notice to the person that he is disqualified, giving reasons therefore, and (in the case of a person who is a Director) require
him forthwith to resign as a Director; and
F.6.2.
give written notice to the Club that the person is disqualified, giving reasons therefore, and (in the case of a person who is a Director)
in default of the Director’s resignation, it shall procure that within 28 days of receipt of such notice the Director is removed from his
office as such.
Disciplinary Provisions
F.7.
Any Club which fails to comply with its obligations under the foregoing provisions of this Section of these Rules or which submits a Declaration
which is false in any particular shall be in breach of these Rules and will be liable to be dealt with in accordance with the provisions of
Section W of these Rules (Disciplinary).
F.8.
Any Director who fails to comply with his obligations under the foregoing provisions of this Section of these Rules or who fails to complete and
sign a Declaration and any Director or Authorised Signatory who signs a Declaration which is false in any particular shall likewise be in breach
of these Rules and liable to be dealt with as aforesaid.
118
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Suspension of the Club
F.9.
If a Director who receives a notice under the provisions of Rule F.6.1 fails to resign and his Club fails to procure his removal from office as
required, or if a Club proceeds with the appointment as a Director of a person to whom Rule F.4 applies despite having received a notice under
the provisions of Rule F.6.2, the Board shall have power to suspend the Club by giving to it notice in writing to that effect.
F.10.
A suspended Club shall not play in:
F.10.1.
any League Match; or
F.10.2.
any matches organised as part of the Games Programmes or matches in the Professional Development Leagues (as those terms are
defined in the Youth Development Rules); or
F.10.3.
any of the competitions set out in Rules L.9 and L.10; or
F.10.4.
any other match.
F.11.
For the purposes of the League competition, the Board shall have power to determine how the cancellation of a League Match caused by the
suspension of one of the Clubs which should have participated in it shall be treated.
F.12.
Upon being reasonably satisfied that the Director of the suspended Club has resigned or has been removed from office, the Board shall have
power to withdraw the suspension by giving to it notice in writing to that effect.
Appeal against Disqualification of a Director
F.13.
Any person or Club who receives notice under Rule F.6 has a right to appeal the disqualification notice(s) in accordance with the following
Rules. However, for the avoidance of doubt, unless and until any such appeal is upheld, the disqualification notice(s) will take full effect.
F.14.
Any person or Club wishing to appeal a disqualification notice must, within 21 days of the date of that notice, send or deliver to the Secretary a
notice of appeal, setting out full details of the grounds of appeal of that person or Club, together with a deposit of £1,000.
F.15.
The only grounds upon which a person or Club may appeal a disqualification notice are:
F.15.1.
none of the Disqualifying Events set out in Rule F.1 apply; or
F.15.2.
in respect of a Conviction of a court of foreign jurisdiction under Rule F.1.4, or a suspension or ban by a sport ruling body under
Rule F.1.9, or a suspension, disqualification or striking-off by a professional body under Rule F.1.10, or a finding of a breach of
rule by a ruling body of football pursuant to Rule F.1.12.2, there are compelling reasons why that particular Conviction, suspension,
ban, disqualification or striking-off, should not lead to disqualification; or
F.15.3.
it can be proven that the Disqualifying Event has, or will within 21 days of the notice of appeal, cease to exist; or
119
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F.15.3.
it can be proven that the Disqualifying Event has, or will within 21 days of the notice of appeal, cease to exist; or
F.15.4.
the Disqualifying Event is a Conviction imposed between 19th August 2004 and 5th June 2009 for an offence which would not have
led to disqualification as a Director under Premier League Rules as they applied during that period; or
F.15.5.
the Disqualifying Event is a Conviction which is the subject of an appeal which has not yet been determined and in all the
circumstances it would be unreasonable for the individual to be disqualified as a Director pending the determination of that appeal.
F.16.
An appeal under the provisions of Rule F.13 shall lie to an appeal tribunal which shall hear the appeal as soon as reasonably practicable. The
appeal tribunal shall be appointed by the Board and shall comprise 3 members of the Panel including a legally qualified member who shall sit as
chairman of the tribunal.
F.17.
The chairman of the appeal tribunal shall have regard to the procedures governing the proceedings of Commissions and Appeal Boards set out in
Section W of these Rules (Disciplinary) but, subject as aforesaid, shall have an overriding discretion as to the manner in which the appeal is
conducted.
F.18.
The person or Club advancing the appeal shall have the onus of proof of the matters set out in the appeal on the balance of probabilities.
F.19.
If the members of the appeal tribunal are not unanimous the decision of the majority of them shall prevail.
F.20.
The appeal tribunal shall give written reasons for its decision.
F.21.
Members of the appeal tribunal shall be entitled to receive from the League a reasonable sum by way of fees and expenses.
F.22.
The appeal tribunal shall have the following powers:
F.22.1.
to allow the appeal in full;
F.22.2.
to reject the appeal;
F.22.3.
if it determines that a Disqualifying Event exists, to determine that the individual concerned should not be banned for that period
during which they will remain subject to it and substitute such period as it shall reasonably determine, having regard to all of the
circumstances of the case;
F.22.4.
to declare that no Disqualifying Event ever existed or that any Disqualifying Event has ceased to exist;
F.22.5.
to order the deposit to be forfeited to the League or to be repaid to the appellant person or Club;
F.22.6.
to order the appellant person or Club to pay or contribute to the costs of the appeal including the fees and expenses of members of the
appeal tribunal paid or payable under Rule F.21.
120
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F.23.
The decision of the appeal tribunal shall be final and binding on the appellant person and Club.
Persons Prohibited by Law from entering the United Kingdom etc
F.24.
No Person may acquire any Holding in a Club if, pursuant to the law of the United Kingdom or the European Union:
F.24.1.
he is prohibited from entering the United Kingdom; or
F.24.2.
no funds or economic resources may be made available, directly or indirectly, to or for his benefit.
121
CLUBS: FINANCE AND GOVERNANCE
SECTION G: DISCLOSURE OF OWNERSHIP
Disclosure of Ownership
G.1.
A Club shall forthwith give notice in Form 6 to the Secretary if any Person either directly or indirectly:
G.1.1.
holds; or
G.1.2.
acquires; or
G.1.3.
having held or acquired, ceases to hold
any Significant Interest in the Club.
G.2.
A Club shall forthwith give notice to the Secretary if it either directly or indirectly:
G.2.1.
holds; or
G.2.2.
acquires; or
G.2.3.
having held or acquired, ceases to hold
any Significant Interest in any other Club or club and in this Rule G.2, the definition of Significant Interest shall be deemed to apply to clubs in
the same way as to Clubs.
G.3.
A Club shall forthwith give notice to the Secretary if it is aware or if it becomes aware that any holder of a Significant Interest in it either directly
or indirectly:
G.3.1.
holds; or
G.3.2.
acquires; or
G.3.3.
having held or acquired, ceases to hold
any Significant Interest in any other Club or club and in this Rule G.3, the definition of Significant Interest shall be deemed to apply to clubs in
the same way as to Clubs.
Guidance
Clubs who are aware of any Significant Interest as set out in Rule G.2 and G.3 will be required to notify the League by 31 July 2015.
G.4.
A notice given pursuant to the provisions of Rule G.1, G.2 and G.3 shall:
G.4.1.
identify the Person holding, acquiring or ceasing to hold the Significant Interest in question; and
G.4.2.
set out all relevant details of the Significant Interest including without limitation the number of Shares, their description and the
nature of the interest; and
G.4.3.
set out where appropriate the proportion (expressed in percentage terms) which the relevant Shares in respect of which the Significant
Interest exists bear to the total number of Shares of that class in issue and of the total issued Shares.
G.5.
Each Club shall publish the identities of the ultimate owner of each Significant Interest in the Club.
G.6.
The Secretary shall maintain a register which shall include the particulars set out in Rule G.4 and the said register shall be available for
Source: Manchester United plc, 20-F, October 15, 2015
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inspection by any Club by prior appointment.
122
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G.7.
Each Club shall forthwith give notice in writing to the Secretary if any Person identified in a notice given in accordance with Rule G.1.1 or
Rule G.1.2 either directly or indirectly holds acquires or ceases to hold any Holding in the Club.
G.8.
The Board shall have power to suspend a Club if either directly or indirectly a Person acquires a Significant Interest in that Club while such
Person either directly or indirectly holds any Holding in any class of Shares of another Club.
G.9.
At the discretion of the Board, a suspension may take effect forthwith or it may be postponed subject to such conditions as the Board may think
fit to impose.
G.10.
Unless a suspension is postponed, a suspended Club shall not play in:
G.10.1.
any League Match; or
G.10.2.
any matches organised as part of the Games Programmes or matches in the Professional Development Leagues (as those terms are
defined in the Youth Development Rules); or
G.10.3.
any of the competitions set out in Rules L.9 and L.10; or
G.10.4.
any other match.
G.11.
For the purposes of the League competition, the Board shall have power to determine how the cancellation of a League Match caused by the
suspension of one of the Clubs which should have participated in it shall be treated.
G.12.
The Board shall have power to remove a Club’s suspension imposed under Rule G.8 upon being satisfied that the circumstances giving rise to it
are no longer extant.
123
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CLUBS: FINANCE AND GOVERNANCE
SECTION H: DIRECTORS’ REPORTS
Material Transactions
H.1.
For the purposes of these Rules Material Transactions shall comprise any payment or financial obligation (or any series of connected payments or
financial obligations relating to the same transaction) made or undertaken by or to or in favour of a Club and recorded in its accounting and
administration records which is (or are) in respect of any of the following:
H.1.1.
Compensation Fees, Contingent Sums or Loan Fees; or
H.1.2.
remuneration of Players (including, for this purpose, any benefits they are entitled to receive); or
H.1.3.
payments to or for the benefit of Agents; or
H.1.4.
Third Party Payments;
and remuneration of and payments to or for the benefit of Players or Agents shall in each case include payments made by or on behalf of a Club
to or for the benefit of a Player or Agent (as the case may be) including, for this purpose, to any company or trust in which the Player or Agent (as
the case may be) has an interest.
Record of Material Transactions
H.2.
Brief particulars of each Material Transaction sufficient to identify its date(s), its amount(s) and the nature of it shall be recorded by a Club and
the record shall be made available on demand to its Directors, its Auditors and the League.
H.3.
Directors of a Club (including non-executive Directors) shall take such steps as are reasonably necessary to satisfy themselves that their Club’s
record of Material Transactions is complete and correct.
Transfer Policy
H.4.
Each Club shall formally adopt, and make available to the League at its request, a written transfer policy identifying who on its behalf has
authority to negotiate and approve Material Transactions.
H.5.
Each Club shall ensure that all its Material Transactions are:
H.5.1.
negotiated and approved in accordance with its written transfer policy; and
H.5.2.
documented and recorded as required by relevant provisions of these Rules and the Football Association Rules.
H.6.
Each Club shall, if requested to do so by the League, submit to the League Form 7 signed and dated by each of the Directors of the Club.
H.7.
Any Director who for any reason is unwilling to sign Form 7 shall note the Form 7 to that effect, giving full reasons.
H.8.
Any Director signing a Form 7 who knows or ought reasonably to know that it or any part of it is false or misleading in any way and any Director
noting a Form 7 knowing that such note or the reasons given by him are false or misleading in any way will in either case act in breach of these
Rules and will be liable to be dealt with in accordance with the provisions of Section W of these Rules (Disciplinary).
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H.9.
Managers, Players and Officials shall cooperate fully with the Directors of their Club in the preparation for Form 7.
125
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CLUBS: FINANCE AND GOVERNANCE
SECTION I: ASSOCIATIONS AND INFLUENCE
Associations between Clubs
I.1.
A Club shall not either directly or indirectly:
I.1.1.
apply to hold or hold any Holding in another Club or Football League club; or
I.1.2.
issue any of its Shares or grant any Holding to another Club or Football League club; or
I.1.3.
lend money to or guarantee the debts or obligations of another Club or Football League club; or
I.1.4.
borrow money from another Club or Football League club or permit another Club or Football League club to guarantee its debts or
obligations; or
I.1.5.
be involved in or have any power to determine or influence the management or administration of another Club or Football League
club; or
I.1.6.
permit any other Club or Football League club to be involved in or have any power to determine or influence its management or
administration.
Club Officials
I.2.
I.3.
An Official of a Club shall not:
I.2.1.
be an Official of another Club or Football League club; or
I.2.2.
either directly or indirectly be involved in or have any power to determine or influence the management or administration of another
Club or Football League club.
A Club shall not appoint as an Official anybody who:
I.3.1.
is an Official of another Club or Football League club; or
I.3.2.
either directly or indirectly is involved in or has any power to determine or influence the management or administration of another
Club or Football League club.
Dual Interests
I.4.
No Person may either directly or indirectly be involved in or have any power to determine or influence the management or administration of
more than one Club.
I.5.
No Person may either directly or indirectly hold or acquire any Significant Interest in a Club while such Person either directly or indirectly holds
any Holding in another Club.
I.6.
A Club shall not either directly or indirectly issue Shares of any description or grant any Holding to any Person that either directly or indirectly
already holds a Significant Interest in another Club.
Club Contracts
I.7.
No Club shall enter into a contract which enables any other party to that contract to acquire the ability materially to influence its policies or the
performance of its teams in League Matches, any matches in the Professional Development Phase Games Programme or the Professional
Development Leagues (as those terms are defined in the Youth Development Rules) or in any of the competitions set out in Rule L.9.
126
127
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CLUBS: FINANCE AND GOVERNANCE
SECTION J: MISCELLANEOUS
Employment of Officials
J.1.
J.2.
Each Club shall employ and provide written terms of reference to:
J.1.1.
an Official who shall be responsible for running the daily business of the Club with the support of a sufficient number of
administrative staff in suitable and appropriately equipped offices, who can be contacted during normal office hours.
J.1.2.
an Official who holds a nationally recognised qualification as an accountant or auditor, or who has sufficient experience to
demonstrate his competence as such, who shall be responsible for the Club’s finances; and
J.1.3.
a press or media officer who holds a nationally recognised qualification in journalism or who has sufficient experience to
demonstrate his competence as a press or media officer.
Each Club shall bind each of its Officials:
J.2.1.
to comply with these Rules during the period of their appointment or employment and in the case of Rule B.18 at all times thereafter;
and
J.2.2.
to seek its permission before contributing to the press, television or radio.
J.3.
Save as otherwise permitted by these Rules, no Club shall directly or indirectly induce or attempt to induce any Player, Manager, assistant
manager, head coach or other senior first team football coach of another Club (or Football League club) to terminate a contract of employment
with that other Club (or Football League club) (whether or not by breach of that contract) or directly or indirectly approach any such employee
with a view to offering employment without the consent of that other Club (or Football League club).
J.4.
Each Club shall adopt and each Club, Manager, Official, Player and Academy Player shall observe, comply with and act in accordance with the
Inclusion and Anti-Discrimination Policy set out in Appendix 2 to these Rules.
Betting
J.5.
Prior to entering into (or performing any aspect of) a Gambling Related Agreement, the Club shall procure that the other party (or parties) to the
Gambling Related Agreement shall enter into an agreement with the League pursuant to which it shall agree with the League in the terms set out
in Rules J.5.1 to J.5.2:
J.5.1.
it will provide accurate and complete information forthwith to the League in the event that the League is exercising its powers to
enquire into any suspected or alleged breach of these Rules; and
J.5.2.
it will not permit any form of gambling on any game referred to in Youth Development Rules 1.12(b)(ii), 1.12(b)(iii), and 1.12(c) to
(e) or on any match including a Club in the UEFA Youth League;
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J.6.
No Club, Official or Player may, in connection with betting on an event in, or on the result of, a League Match or a match in a competition which
forms part of the Games Programmes or Professional Development Leagues (as those terms are defined in the Youth Development Rules):
J.6.1.
offer or receive a payment or any form of inducement to or from any Club or the Official or Player of any Club; or
J.6.2.
receive or seek to receive any payment or other form of inducement from any Person.
UEFA Club Licence Applicants
J.7.
Any Club, Authorised Signatory or other Official making a false statement (whether made verbally or in writing) in or in connection with an
application for a UEFA Club Licence or falsifying a document produced in support of or in connection with such an application shall be in
breach of these Rules and shall be liable to be dealt with in accordance with the provisions of Section W of these Rules (Disciplinary).
Football Foundation
J.8.
Each Club must make available one half page of advertising or editorial material in match programmes for the benefit of The Football
Foundation.
129
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CLUBS: OPERATIONS
SECTION K: STADIUM CRITERIA AND BROADCASTERS’ REQUIREMENTS
Safety Certificate
K.1.
Subject to Rule K.2, each Club shall hold a current safety certificate issued in accordance with the provisions of the Safety of Sports Grounds Act
1975.
K.2.
If a Club has a ground-sharing agreement it shall be a term thereof that either the Club or the other party to the agreement shall hold a current
safety certificate.
Ownership of Ground and Training Facilities
K.3.
Each Club shall either own its Stadium and training facilities or have a legally enforceable agreement with its owner for its use by the Club,
expiring not earlier than the end of the current Season.
Ground Sharing
K.4.
No Club shall have or enter into a ground-sharing agreement unless the agreement contains a legally enforceable provision to the effect that the
playing of the Club’s League Matches shall always take precedence over the activities of the other party to the agreement.
Ground Registration
K.5.
Each Club shall register its Stadium with the Secretary and no Club shall remove to another Stadium without first obtaining the written consent
of the Board, such consent not to be unreasonably withheld.
K.6.
In considering whether to give any such consent, the Board shall have regard to all the circumstances of the case (including but not limited to the
factors set out in this Rule K.6) and shall not consent unless reasonably satisfied that such consent:
K.6.1.
would be consistent with the objects of the League as set out in the Memorandum;
K.6.2.
would be appropriate having in mind the relationship (if any) between the locality with which by its name or otherwise the applicant
Club is traditionally associated and that in which such Club proposes to establish its Stadium;
K.6.3.
would not to any material extent adversely affect such Club’s Officials, Players, supporters, shareholders, sponsors and others having an
interest in its activities;
K.6.4.
would not have a material adverse effect on Visiting Clubs;
K.6.5.
would not to any material extent adversely affect Clubs (or Football League clubs) having their registered grounds in the immediate
vicinity of the proposed location; and
K.6.6.
would enhance the reputation of the League and promote the game of association football generally.
All Seater Grounds
K.7.
Spectators admitted to a Stadium shall be offered only seated accommodation, the majority of which shall be covered, and there shall be no
standing terraces.
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Ground Regulations
K.8.
Each Club shall ensure that sufficient copies of the official notice entitled “Ground Regulations” published by the League and the Football
League are displayed prominently at its Stadium.
Covered Stadia
K.9.
Any Club applying for planning permission to cover or partially cover the playing area of its stadium with a fixed or moveable roof shall provide
to the Board a copy of its application together with copies of all submitted plans.
K.10.
No League Match shall take place at any stadium where during the playing of the League Match the playing area is covered or partially covered
by a fixed or moveable roof without the prior written approval of the Board. Before giving or refusing to give any such approval the Board shall
consult with all Clubs and shall take into account their representations.
Dressing Rooms
K.11.
Each Club shall provide dressing rooms for Players the minimum area of which (excluding showers, baths and toilets) shall be 30 square metres.
Drug-testing Room
K.12.
Each Club shall provide accommodation capable of being used as a drug-testing room which shall be near the Players’ and Match Officials’
dressing rooms and inaccessible to the public and media. The Board may caution any Club which fails to comply with this Rule or exercise its
summary jurisdiction and impose a fine.
Security
K.13.
K.14.
In order to safeguard the Players, directors and Officials of a Visiting Club and Match Officials upon their arrival at and departure from a League
Match, each Home Club shall procure that:
K.13.1.
the Visiting Club’s team coach is able to park adjacent to the Players’ entrance;
K.13.2.
barriers are placed so as to prevent members of the public gaining access to the area between the team coach and the Players’ entrance;
K.13.3.
a parking area is provided for directors and Officials of the Visiting Club and Match Officials close to their respective points of entry
to the stadium;
K.13.4.
the Players’ entrance as well as the parking area and the points of entry referred to are adequately policed or stewarded.
K.13.5.
access to the Match Officials dressing room is controlled in compliance with guidance as issued by PGMOL and approved by the
Board.
Each Home Club shall further procure that Players and Match Officials are provided with a safe and secure means of access to and egress from the
pitch prior to the kick-off of a League Match, at the beginning and end of the half-time interval and upon the conclusion of the match.
131
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The Pitch
K.15.
Unless otherwise permitted by the Board, in League Matches the length of the pitch shall be 105 metres and its breadth 68 metres.
K.16.
The Board shall only give permission to a Club for the dimensions of its pitch to be other than as set out in Rule K.15 if it is impossible for it to
comply with Rule K.15 due to the nature of the construction of its Stadium.
K.17.
For UEFA Club Competitions the pitch must measure 105 metres in length by 68 metres in breadth exactly. If for technical reasons of a
construction related nature it is impossible to achieve the required dimensions a UEFA Club Licence may nevertheless be granted provided that
the pitch is minimum 100 metres to maximum 105 metres in length by minimum 64 metres to maximum 68 metres in breadth.
K.18.
A Club shall register the dimensions of its pitch before the commencement of each Season by giving written notice thereof in Form 8 to the
Secretary.
K.19.
The Board may at any time require a Club to obtain and submit to the Secretary a report by an independent expert certifying its pitch
dimensions.
K.20.
No Club shall alter the dimensions of its pitch during the Season without the prior written consent of the Board.
K.21.
The height of the pitch grass shall not exceed 30mm and the entire playing surface must be cut to the same height.
K.22.
Each Club shall take all reasonable steps to maintain its pitch in good condition throughout the Season and the Board may require a Club to take
such steps as the Board shall specify if it is not satisfied that the pitch is being maintained to an adequate standard.
K.23.
Each Club shall provide and maintain at its Stadium an undersoil heating system which shall be operated to the extent necessary to procure, so
far as is reasonably possible, that the pitch is playable on the occasion of each home League Match.
Pitch Protection
K.24.
In order to protect the pitch, unless otherwise mutually agreed between both participating Clubs, the following procedures shall be adopted by
Players and Officials in the periods immediately before and after a League Match and at half time:
K.24.1.
the pitch shall only be used for warming up or warming down by Players named on Form 9 plus an additional goalkeeper;
K.24.2.
pre-match warming up by either team shall not commence until 45 minutes before the kick-off time at the earliest, shall not last for
more than 30 minutes, and shall end no later than 10 minutes before the kick-off time;
K.24.3.
if portable goals are provided they shall be used for all goalkeeping drills other than crossing practice;
K.24.4.
the goalmouth area shall be used by goalkeepers only if portable goals are not provided or for crossing practice and then only for not
more than 20 minutes;
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K.24.5.
for the purposes of warming up and warming down each team shall use only part of the pitch between the edge of a penalty area and
the half way line or as otherwise directed by the groundsman;
K.24.6.
all speed and stamina work shall be undertaken off the pitch parallel to the touchline opposite the side to be patrolled by the assistant
referee or, in the absence of sufficient space, in that part of the pitch described in Rule K.24.5 above or as otherwise directed by the
groundsman;
K.24.7.
Players using the pitch at half time shall give due consideration to any other activity or entertainment taking place on the pitch at the
same time;
K.24.8.
the Home Club may water the pitch at half time provided that it gives reasonable notice to the referee and the other Club that it
intends to do so and that any such watering is carried out evenly over the entire length and width of the pitch; and
K.24.9.
any warming down after the conclusion of the League Match shall last for no longer than 15 minutes and for that purpose neither
penalty area shall be used.
Artificial Surfaces
K.25.
No League Match shall be played on an Artificial Surface.
Goal Line Technology
K.26.
Each Club’s Stadium must have installed such Goal Line Technology as the Board shall specify from time to time.
K.27.
Each Club shall:
K.28.
K.27.1.
ensure that the Goal Line Technology installed at its Stadium properly maintained in accordance with all applicable requirements
insofar as such maintenance is the responsibility of the Club and not the responsibility of any Person appointed by the League
pursuant to Rule K.27.2;
K.27.2.
give all necessary cooperation to such Person or Persons appointed by the League to supply, install, maintain and operate such Goal
Line Technology and to any person properly authorised by the League or FIFA to test or certify the Club’s Goal Line Technology; and
K.27.3.
use Goal Line Technology only as specified by the Board from time to time.
For the avoidance of doubt, ownership of the Goal Line Technology installed and operated at each Club, and of all rights arising therefrom or in
connection therewith, shall not belong to the Club.
Trainer’s Bench Facilities
K.29.
Each Club shall provide separate trainers’ benches adjacent to the pitch for the sole use of team officials, medical staff and substitute Players of
each of the Home Club and the Visiting Club. Such trainer’s benches shall be clearly marked ‘Home’ and ‘Away’, shall have direct access onto
the pitch, shall be located equidistant from the halfway line, shall be under cover and shall each be capable of seating not less than 14 persons.
133
K.30.
The Staff and Players occupying the trainers’ benches shall display throughout the game such identification as is required and provided by the
Premier League.
Technical Areas
K.31.
The technical areas shall include the trainers’ benches required by Rule K.29 and shall extend 1 metre either side of each and to within 1 metre of
the touchline.
K.32.
The boundaries of each of the technical areas shall be clearly marked.
K.33.
No person shall use or have access to a television monitor or like device in or around the technical areas during League Matches.
Sanitary Facilities
K.34.
Each Club shall provide sufficient bright, clean and hygienic toilet and washing facilities for male and female spectators in accordance with any
local authority requirements and having regard to guidance issued by the Football Licensing Authority. The Board may caution any Club which
fails to comply with this Rule or exercise its summary jurisdiction and impose a fine.
Facilities for the Disabled
K.35.
Each Club shall provide sufficient and adequate facilities for disabled supporters.
CCTV
K.36.
A Home Club may arrange for any League Match in which its team participates to be relayed by closed circuit television to other locations
within its Stadium.
Source: Manchester United plc, 20-F, October 15, 2015
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K.37.
Except at any time when any live Transmission of any League Match pursuant to a UK Broadcasting Contract is in progress, a Visiting Club may
arrange by agreement with the Home Club for the closed circuit television signal of a League Match in which it participates to be relayed to its
Stadium only. The written consent of the Board shall be required to relay the said signal to any other location. In all such circumstances, the
Visiting Club shall ensure that any such relay of any such signal shall be encrypted in such manner as the Board may from time to time direct.
Giant Screens
K.38.
Except with the prior written consent of the Board, giant screens or the like at a Club’s Stadium shall not be used to relay to spectators closed
circuit pictures of the League Match at which they are present.
K.39
Any consent given under the provisions of the above Rule shall be subject to the following conditions:
K.39.1.
the screen shall be located so that it does not interfere with the League Match at which it is used or distract the Players and Match
Officials;
K.39.2.
it shall be operated by a responsible person who is fully aware of the conditions governing its use;
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K.39.3.
K.39.4.
the screen may be used to show:
K.39.3.1.
live action;
K.39.3.2.
when the ball is not in play, action replays of positive incidents;
the screen shall not be used to show:
K.39.4.1.
action replays of negative or controversial incidents;
K.39.4.2.
any incident which may bring into question the judgment of a Match Official;
K.39.4.3.
the area of the trainer’s bench;
K.39.4.4.
until substitute boards have been displayed, pictures of any substitute Player warming up or preparing to enter the field of
play;
K.39.4.5.
any pictures which may tend to criticise, disparage, belittle or discredit the League, any Club or any Official, Player or
Match Official or to bring the game into disrepute.
Media Facilities — General
K.40.
Each Club shall provide to the League such information and access to its Stadium as the League may reasonably require in order to assess
whether the Club complies, or will in due course comply, with the requirements of Rules K.45 to K.125.
Guidance
Assessment of compliance will be undertaken via self-assessment, inspections by the League or its appointees, and, if there is disagreement as to whether a
Club complies with a particular requirement, by an independent audit.
K.41.
Where a Club proves to the League that compliance with one or more of the requirements of Rules K.45 to K.125 is not reasonably practicable,
despite its best endeavours, due to the nature of the construction and configuration of its Stadium, the League shall suspend action for breach of
such Rules for such period of time and subject to such further order as the League considers appropriate.
Guidance
If the existing nature of a Club’s Stadium is such that it necessitates a longer lead time to put in place a facility required by these Rules, then it may apply to
the Board for temporary dispensation from the relevant Rule. In extreme cases, it is recognised that it may be physically impossible to comply with a
particular requirement. In such a case, the Board may waive compliance without the Club attracting sanction pursuant to Rule K.43 subject to whatever
further action the Board considers appropriate to comply as much as reasonably practicable with the intent of the Rules.
Any application for dispensation from any of the requirements in Rules K.45 to K.125 will be judged on its own facts.
K.42.
The details of how each Club will, subject to Rule K.43, comply with Rules K.45 to K.125 shall be recorded in its Technical Specification.
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K.43.
K.44.
If a Club fails to comply with any of Rules K.45 to K.125, the Board may:
K.43.1.
withhold from that Club part or all of its share of Overseas Broadcasting Money to which it would otherwise be entitled pursuant to
Rule D.20 until such time as it has provided those facilities; and/or
K.43.2.
require the Club to undertake such works as the Board considers necessary by such date as the Board may specify; and
K.43.3.
in the event of any continuing breach or failure to implement works as required by the Board pursuant to Rule K.43.2 deal with the
matter under the provisions of Section W of these Rules.
The League will inform each Club no later than 14 days before the date of each League Match to be played at its Stadium of the Match Manager
appointed to act at that League Match and whether, and if so to what extent, the Club is required to comply with the following Rules:
K.44.1.
Rules K.56 and K.57 (Overseas TV Commentary Positions);
K.44.2.
Rule K.66 (Television Studios);
K.44.3.
Rule K.67 (seats for Overseas Broadcasters); and
K.44.4.
Rule K.78 (car park spaces for the use of Broadcasters).
K.45.
Access to the facilities, areas and rooms described in this Section of the Rules shall, on the date of each League Match, be restricted to such
personnel as are accredited by the League or Home Club and each Home Club shall ensure that such facilities, areas and rooms are stewarded in
such a manner as to enforce this restriction.
K.46.
Each Club shall ensure that for each League Match played at its Stadium, the Stadium is supplied with internet connectivity with a total
bandwidth capacity of 40 megabits per second, burstable to 100 megabits per second.
K.47.
Each Club shall ensure that, within the total internet connectivity referred to in Rule K.46:
K.47.1.
3 private and uncontended internet connections, with a total bandwidth capacity of 15 megabits per second to be divided between the
3 connections as the League shall specify, are available for the use of the League’s data providers and player tracking service
providers; and
K.47.2.
internet connections are provided to the locations and in the manner specified in Rule K.48.
136
Source: Manchester United plc, 20-F, October 15, 2015
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K.48.
Each Home Club shall provide connections to the internet, and permit the installation and maintenance by the League or Radio Broadcasters (in
either case at their expense) of ISDN lines, at the following locations of its Stadium:
Wired Internet
Connectivity
Wireless Internet
Connectivity*
ISDN
Each UK TV Commentary Position (Rules K.54 to
K.55)
Yes
Yes
Yes
Each Overseas TV Commentary Position
(Rules K.56 to K.57)
Yes
Yes
Yes
Each Press Seat (Rules K.87 to K.88)
Yes
Yes
Not required
Media Working Area (Rules K.84 to K.85)
Yes
Yes
Not required
Media Conference Room (Rule K.86)
Yes
Yes
Not required
Yes: 16 connection
points
Yes
Not required
Yes
Yes
Yes
Not required
Yes
Not required
Television Studios (Rule K.66)
Yes
Yes
Not required
Outside Broadcast Compound (Rules K.79 to K.81)
Yes
Yes
Not required
Not required
Yes
Not required
Photographers’ Working Area (Rule K.89.4)
Radio Commentary Positions (Rule K.58)
Tunnel Interview Position (Pre-Match and PostMatch) (Rules K.60 to K.61).
Pitchside Presentation Positions (Rule K.59)
*Wireless internet connectivity must be on a closed and secure network.
K.49.
Each Club shall give the Match Manager all such assistance, and access to such facilities, areas and rooms, as may be reasonably required.
K.50.
Each Home Club shall:
K.50.1.
provide for the use of the League in relation to this Section K a network access facility within its Outside Broadcast Compound and
provide such rights and access as is needed for its installation and maintendance; and
K.50.2.
ensure that for at least 3 hours before kick-off and 2 hours after final whistle, an appropriately competent Official is available to ensure
as far as reasonably practicable uninterrupted use of the services set out at Rules K.46 to K.48.
137
Source: Manchester United plc, 20-F, October 15, 2015
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Television Gantry
K.51.
Subject to Rule K.53, each Club shall ensure that its Stadium has a television gantry which:
K.51.1.
is situated so that cameras can be positioned on the half-way line;
K.51.2.
is at least 19 metres wide;
K.51.3.
is able to accommodate at least 3 UK TV Commentary Positions and 5 cameras, allowing at least 2 metres by 2 metres per camera;
K.51.4.
permits the cameras to have a full and clear view of the whole pitch; and
K.51.5.
permits each camera position and UK Commentary Position to be easily accessible by technical personnel during the match without
disturbing the cameramen or commentators.
K.52.
Each UK TV Commentary Position and each camera position on the Television Gantry shall be Hardwired.
K.53.
A Club may fulfil the requirements set out in Rule K.51 across two gantries in close proximity to each other provided that:
K.53.1.
one is at least 12 metres wide and able to accommodate at least 2 UK Commentary Positions and 3 cameras (allowing at least 2 metres
by 2 metres per camera), and Rule K.51.1 shall apply to this gantry; and
K.53.2.
the other is at least 7 metres wide and able to accommodate at least 1 UK Commentary Position and 2 cameras (allowing at least 2
metres by 2 metres per camera).
UK TV Commentary Positions
K.54.
Subject to Rule K.44, each Club shall provide at each League Match played at its Stadium at least 3 UK TV Commentary Positions on the
Television Gantry, for use by UK Broadcasters’ commentators.
K.55.
Each UK TV Commentary Position shall:
K.55.1.
consist of 3 seats;
K.55.2.
be no less than 3 metres wide and 1 metre deep;
K.55.3.
have internet connectivity as set out in Rule K.48 and mains power;
K.55.4.
have a full and clear view of the pitch; and
K.55.5.
have a desk large enough to hold a monitor, 2 laptops and such commentary equipment as UK Broadcasters may reasonably require.
Guidance
A Club will not be penalised for a failure to provide a full and clear view under these Rules if the permanent infrastructure of its Stadium is such that this is
not possible (for example due to the presence of stanchions supporting the roof of a stand). However, there must be no temporary or movable installations
restricting the view.
138
Source: Manchester United plc, 20-F, October 15, 2015
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Overseas TV Commentary Positions
K.56.
Subject to Rule K.44, each Club shall provide at each League Match played at its Stadium:
K.56.1.
at least 15 Overseas TV Commentary Positions (which need not be on the Television Gantry, provided that they are situated on the
same side of the pitch as the Television Gantry and are sufficiently Hardwired for the receipt of the Broadcaster’s feeds to monitors), of
which 5 must have capacity for video and audio to be transmitted via a mini-camera to the Outside Broadcast Compound; and
K.56.2.
at least 1 additional seat per 3 Overseas TV Commentary Positions for the use of Overseas Broadcasters’ technical staff.
Guidance
The mini-cameras referred to in Rule K.56.1 will be used to film commentators and not match footage.
K.57.
Each Overseas TV Commentary Position shall:
K.57.1.
be situated as close to the half-way line as reasonably practicable;
K.57.2.
consist of 2 seats for the use of commentators;
K.57.3.
be at least 2 metres wide and 1 metre deep;
K.57.4.
be Hardwired;
K.57.5.
have internet connectivity as set out in Rule K.48 and mains power;
K.57.6.
have a full and clear view of the pitch; and
K.57.7.
have a desk large enough to hold a monitor, two laptops and such commentary equipment as Overseas Broadcasters may reasonably
require.
Guidance
Where the Rules specify that different Persons are entitled to be placed as near to the half-way line as reasonably practicable, the Match Manager shall
allocate actual positions.
Radio Commentary Positions
K.58.
Each Club shall provide at each League Match played at its Stadium at least 15 Radio Commentary Positions for use by Radio Broadcasters and
(subject to the priority over such seats of the Radio Broadcasters) by any radio broadcasters with whom the Home Club or the Visiting Club has
entered into a Club Radio Contract, and each such Position shall:
K.58.1.
be situated as close to the half-way line as reasonably practicable and in any event no further than 25m from it;
K.58.2.
have a clear view of a television monitor; and
K.58.3.
have mains power and a desk large enough to hold such commentary equipment as Radio Broadcasters may reasonably require.
139
TV Broadcasters’ Pitchside Presentation Positions
K.59.
Each Club shall provide at each League Match played at its Stadium at least 7 pitchside presentation positions (2 for UK Broadcasters and 5 for
Overseas Broadcasters), each of which shall be:
K.59.1.
Hardwired;
K.59.2.
as close to the touchline as reasonably practicable;
K.59.3.
at least 3 metres wide; and
K.59.4.
available from at least 4 hours before kick-off until 5 minutes before kick-off, during half-time until at least 5 minutes before the restart, and for at least 45 minutes after the final whistle.
Tunnel Interview Positions
K.60.
Each Club shall provide at each League Match played at its Stadium at least 5 Hardwired tunnel interview positions, 2 of which shall be for the
use of UK Broadcasters, and 3 of which shall be for the use of Overseas Broadcasters.
K.61.
The tunnel interview positions shall be located:
K.61.1.
in the same stand as, and in close proximity to, the tunnel and the Players’ dressing rooms;
Source: Manchester United plc, 20-F, October 15, 2015
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K.61.2.
so that television interviews within them can be conducted against the Interview Backdrops; and
K.61.3.
so that each may be used without interfering with the use of the others.
Camera Positions: Match Coverage
K.62.
Each Club shall provide at each League Match played at its Stadium positions for television cameras in accordance with the requirements of
Appendix 3, and each such position shall be Hardwired.
K.63.
Each Club shall:
K.63.1.
provide such pods and hoists as are necessary in order to ensure that all camera equipment can be installed in the required camera
positions; and
K.63.2.
ensure there is safe access to and egress from (including in case of emergency) the required camera positions for all persons and
equipment.
Guidance
A pod is a pair of scaffolding tubes fixed (at an equal distance apart) to the front of the camera position to support a camera mount. A hoist is a rope and
pulley system for lifting equipment from floor level to working height. When fitting pods, Clubs should consult the League who will offer guidance on the
dimensions required.
Camera Positions: Team and Supporter Arrivals
K.64.
Each Club shall provide at its Stadium at least 2 separate and static Hardwired camera positions for the arrivals of the teams before each League
Match.
K.65.
Each Club shall permit TV Broadcasters’ coverage of supporters outside its Stadium before each League Match.
140
Source: Manchester United plc, 20-F, October 15, 2015
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Television Studios
K.66.
Subject to Rule K.44, each Club shall provide at each League Match played at its Stadium at least 2 studios for the use of Broadcasters and each
such studio shall:
K.66.1.
measure at least 5 metres by 5 metres;
K.66.2.
be at least 3 metres high;
K.66.3.
have a window which is at least 3 metres wide (or, if constructed after 1 August 2014, 4.5 metres wide) by 1.5 metres high and which
gives a full and clear view of the pitch;
K.66.4.
be Hardwired sufficiently for the operation of 4 cameras, ancillary audio equipment, and to receive audio-visual feeds from the
Outside Broadcast Compound to monitors within the studio; and
K.66.5.
have provision for cable access in the event of the failure of the Hardwiring.
Guidance
With regard to the studio window, ideally the bottom of the window should be 50cm from the floor and the top of the window should be 2 metres from the
floor.
Overseas Broadcasters: Observer Seats
K.67.
Subject to Rule K.44, each Club shall make available at each League Match played at its Stadium at least 25 seats for the use of accredited
representatives of Overseas Broadcasters, to be situated in close proximity, and with easy access, to the tunnel area and Mixed Zone.
Guidance
These seats will be for the use of working personnel of Overseas Broadcasters. The tickets for these seats will be distributed by the League who will also
monitor their use.
Reporter Positions
K.68.
Each Club shall provide at least 8 seats (the positions of which shall be Hardwired) at each League Match played at its Stadium for the use of
accredited representatives of UK Broadcasters, Overseas Broadcasters and the League.
K.69.
Such seats shall be situated as near to the trainers’ benches as practicable.
Guidance
It is envisaged that Broadcasters may use some of these seats for technical equipment.
With regard to Rule K.68, “the League” in this context means Premier League Productions, the League’s appointed production partner which undertakes the
broadcast of all League Matches on behalf of the League.
Mixed Zone
K.70.
Each Club shall provide at each League Match played at its Stadium a Mixed Zone in which media interviews with Players and Managers may
be conducted.
141
Source: Manchester United plc, 20-F, October 15, 2015
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K.71.
K.72.
The Mixed Zone shall:
K.71.1.
be located between the Players’ dressing rooms and the Players’ point of exit from the Stadium;
K.71.2.
be accessible to Players, Managers, coaching staff and accredited representatives of Broadcasters;
K.71.3.
be large enough to accommodate at least 20 representatives of Broadcasters;
K.71.4.
have sufficient infrastructure (whether by Hardwiring or cable) to enable the Transmission of interviews; and
K.71.5.
have lighting of a sufficient level to provide suitable conditions for the Transmission of interviews.
Each Home Club:
K.72.1.
K.72.2.
shall permit into the Mixed Zone:
K.72.1.1.
accredited representatives of Broadcasters who wish to conduct interviews in the Mixed Zone (up to a maximum of 20),
who shall have priority entry into the Mixed Zone over those listed in Rules K.72.1.2 and K.72.1.3;
K.72.1.2.
accredited representatives of radio broadcasters with whom it or the Visiting Club has entered into a Club Radio Contract;
K.72.1.3.
such authorised representatives of it or the Visiting Club as either may reasonably require in order to provide commentary
or reports on media services such as its website, social media accounts or television channel; and
may, at its discretion, permit into the Mixed Zone such other accredited representatives of the media as it considers appropriate.
Guidance
Further discussions will be undertaken with Clubs about the branding of the Mixed Zone. The League’s preference is that Interview Backdrops should be
used in Mixed Zones.
Accreditation of representatives of the media will be undertaken by the League or its appointee (currently Football DataCo Limited) on behalf of the League
and Clubs.
Access to Tunnel Interview Positions
K.73.
Each Club shall at each League Match played at its Stadium permit the following accredited representatives of TV Broadcasters access to the
tunnel interview positions referred to in Rule K.60 to K.61 for such purposes and periods as the League may from time to time specify:
K.73.1.
6 reporters;
K.73.2.
5 floor managers;
K.73.3.
5 sound engineers;
K.73.4.
6 camera operators;
K.73.5.
2 lighting engineers;
K.73.6.
2 vision engineers;
142
Source: Manchester United plc, 20-F, October 15, 2015
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K.73.7.
w2 riggers (who may be excluded during the period from 2 hours before kick-off until two and a half hours after the final whistle);
K.73.8.
6 commentators (for the period up to 30 minutes before kick-off only).
The Match Manager will manage all such access to ensure that, as far as reasonably practicable, the persons referred to in this Rule only have
access to the tunnel interview positions when needed.
Guidance
TV Broadcasters’ representatives are only permitted access to the tunnel interview positions for the filming of interviews, team arrivals, match reports, and to
conduct unfilmed, informal discussions with coaching staff where the latter choose to speak to Broadcasters (and for the avoidance of doubt they are not
obliged to engage in such informal discussions although they are encouraged to do so).
Hardwiring
K.74.
K.75.
Each Club shall:
K.74.1.
ensure that all Hardwiring at its Stadium is properly maintained and in good working order at all times when its use is required; and
K.74.2.
provide to the League a certificate in writing by 30 June confirming that the Hardwiring at its Stadium is in compliance with
Rule K.74.1, such certificate to be provided by an independent Person experienced in the design and installation of permanent outside
broadcast cable infrastructure.
Each Club shall permit the installation of temporary cabling by Broadcasters sufficient to ensure the continuous Transmission of League
Matches played at its Stadium in the event of the failure of any Hardwiring required by these Rules (in addition to any other measures that the
League may specify in order to ensure such continuous Transmission).
Power Supply
K.76.
Each Home Club shall make available to Broadcasters, at their request, access to electricity supply on the day of each League Match sufficient to
power the Broadcasters’ operations.
K.77.
Each Home Club shall provide such facilities and access as is required by a Broadcaster to establish its own power supply for an Outside
Broadcast Compound.
Car Park Spaces
K.78.
Subject to Rule K.44, each Club shall make available to the League a minimum of 20 car park spaces as close to the main entrance of the
Stadium as reasonably practicable for each League Match played at its Stadium for the use by TV Broadcasters.
Guidance
These car park spaces will be used by the on-screen presenters, commentators and match analysts of the Broadcasters. As these are individuals who are
publicly known and recognisable, car park spaces as close to the main entrance of the Stadium as reasonably practicable are requested. Car park spaces that
are not required by Broadcasters will be released back to the League no later than fourteen days before the date of the League Match pursuant to Rule K.44
143
Source: Manchester United plc, 20-F, October 15, 2015
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Outside Broadcast Compound
K.79.
At each League Match, the Home Club shall provide a secure, level area (with a hard surface suitable for the parking of TV Broadcasters’
vehicles) outside and adjacent to the Stadium of at least 1500m2 for the exclusive use of the League and TV Broadcasters’ vehicles.
K.80.
The Outside Broadcast Compound shall have sufficient:
K.81.
K.80.1.
drainage; and
K.80.2.
reasonable access to toilets and waste disposal facilities.
The Outside Broadcast Compound shall have an unobstructed view of the southern horizon such as to allow satellite uplinking or if the Outside
Broadcast Compound does not have such unobstructed view, the Club must provide an additional area as close as reasonably practicable to the
Outside Broadcast Compound to enable satellite uplinking.
Guidance
With regard to Rule K.81, if an additional area is needed because satellite uplinking is not reasonably practicable from the Outside Broadcast Compound,
then the additional area must be sufficiently large (approximately 120 square m2) to accommodate 6 satellite news gathering trucks.
Official Club Team Sheets
K.82.
Each Home Club shall provide to the Match Manager the team sheets of both the Home Club and the Visiting Club as soon as reasonably
practicable after they have been handed to the referee pursuant to Rule L.21.
Guidance
Rule L.21 provides that at least 75 minutes before the kick-off, a senior coach and the captain of each participating Club must attend a briefing with the
referee and hand to him and their opponents a team sheet.
The Match Manager will give copies of the team sheets to Broadcasters and to the League’s data providers. Clubs will remain responsible for distributing it to
others (e.g. representatives of the written media).
K.83.
A Club playing in a League Match shall not publish the teams until 60 minutes before kick-off.
Guidance
Publication of team sheets is strictly embargoed until 60 minutes before kick-off. The League will ensure that Broadcasters comply with this embargo.
Media Working Area
K.84.
Each Club shall provide at each League Match played at its Stadium a working area for the use of accredited representatives of the media and
Broadcasters, such area to be located in the same stand as the Player’s dressing rooms and comprising a room of minimum 50m2 and supplied
with 25 individual or linked work stations, each of which shall have its own desk, chair, electricity supply and internet connectivity as set out in
Rule K.48.
K.85.
Refreshment facilities of a standard to be determined by the Home Club shall be made available to accredited representatives of the media and
Broadcasters for a reasonable period before and after the League Match and during the half-time interval.
144
Source: Manchester United plc, 20-F, October 15, 2015
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Media Conference Room
K.86.
Each Club shall provide at each League Match at its Stadium a media conference room with the following minimum facilities:
K.86.1.
seating for 70 persons;
K.86.2.
lighting of a sufficient level for the filming and live Transmission of the conference;
K.86.3.
a podium at the front of the room and in clear view of the cameras, with table and chairs to seat 3 people;
K.86.4.
a Hardwired camera platform at the rear of the room of sufficient size to accommodate at least 2 cameras and with an unobstructed
view of the podium.
Guidance
The Post-Match Media Conference (see Rules K.101 to K.104) will take place in this room.
This can be the same room as the media working area described in Rule K.84.
With regard to Rule K.86.4, ideally the camera platform should be able to accommodate up to 10 cameras.
Press Seats
K.87.
Each Club shall provide at each League Match played at its Stadium a minimum of 50 seats for the use of accredited representatives of the media
and the League’s data providers, such seats to be located near the media working room and so that they give a good view of the pitch.
Guidance
Accreditation of representatives of the media will be undertaken by the League or its appointee (currently Football DataCo Limited) on behalf of the League
and Clubs.
K.88.
Each such seat shall have a desktop, electricity supply, a clear view of a television monitor, telephone point, and internet connectivity as set out
in Rule K.48.
Facilities for Photographers
K.89.
Each Home Club shall provide at each League Match played at its Stadium facilities for photographers to the following minimum standards:
K.89.1.
pitch side access for 20 accredited photographers and messengers and appropriate pitch side wiring and wireless internet connectivity;
K.89.2.
bibs bearing the word ‘Photographer” on the rear, numbered consecutively, the numbers appearing on both the front and rear of the
bib;
K.89.3.
bibs of a different colour bearing the word ‘Messenger” on the rear and similarly numbered;
K.89.4.
a working area or wire room of 20 square metres internet connectivity as set out in Rule K.48, 16 power points, a television monitor,
shelves to support lap top computers and refreshment facilities.
Guidance
Accreditation of photographers will be undertaken by the League or its appointee (currently Football DataCo Limited) on behalf of the League and Clubs.
145
Broadcaster Preview Access
K.90.
Unless otherwise agreed by the League, each Club shall ensure that, during the 6 days preceding the day of each League Match, there is a
continuous period of 2 hours (“the Broadcaster Preview Period”) during which TV Broadcasters (including such number of Overseas Broadcasters
as the League may determine) may conduct interviews with Players and the Manager as set out in Rules K.93 to K.95.
Guidance
The League will only require a reasonable number of Overseas Broadcasters to be granted interviews in a Broadcaster Preview Period pursuant to Rule K.90,
bearing in mind Broadcasters’ maximum entitlements (in terms of both numbers of interviews and their duration) to such interviews pursuant to Rule K.95.3.
K.91.
Unless otherwise agreed by the League, each Club shall give the League or its appointee and each UK Broadcaster at least 72 hours’ notice of:
K.91.1.
the date, time, and location of its Broadcaster Preview Periods; and
K.91.2.
the names of the Player(s), who must be available for selection for the next League Match, who will be available for interview during
each Broadcaster Preview Period.
Source: Manchester United plc, 20-F, October 15, 2015
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K.92.
A Club may change the Player(s) notified pursuant to Rule K.91.2 if, after giving the notice referred to in Rule K.91 but before the Broadcaster
Preview Period in question, circumstances arise such that it is reasonable for it to do so. In such a case, the Club shall give the League or its
appointee and each UK Broadcaster as much notice of the change as reasonably possible. If the change is as a result of the original Player’s
participation in a match (whether a League Match or a match in another competition) played after the original notice, the further notice shall be
given by 12 noon on the next Working Day after that match.
Guidance
In the circumstances set out in Rule K.92, Clubs can change the Player(s) they have nominated to be interviewed in the next Broadcaster Preview Period.
However, Clubs must ensure that a replacement player or Players are nominated and available for interview.
There may be circumstances where this will apply on a Wednesday, and the Club has arranged a Broadcaster Preview Period (in respect of the following
weekend’s League Matches) on the Thursday. In such a situation, clearly the deadline set out in Rule K.92 may not be applicable but Clubs are asked to give
as much notice as they can.
K.93.
In respect of a League Match to be broadcast live by a UK Broadcaster, both participating Clubs shall ensure the attendance of 1 Player (at least)
and the Manager for the Broadcaster Preview Period for interview by the UK Broadcaster which has the right to broadcast the live Transmission
of the League Match.
K.94.
In respect of any League Match both participating Clubs shall ensure the attendance of 1 Player (at least) or the Manager during the Broadcaster
Preview Period for interview by any Overseas Broadcaster and the League.
K.95.
Over the course of each Season, each Club shall ensure that each Player named in the Club’s Squad List and its Manager:
K.95.1.
gives at least 3 interviews during Broadcaster Preview Periods per Season to UK Broadcasters which have the right to broadcast the
live Transmission of League Matches; and
146
Source: Manchester United plc, 20-F, October 15, 2015
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K.95.2.
gives at least 1 such interview to each UK Broadcaster which has the right to broadcast the live Transmission of League Matches; and
K.95.3.
is available for a minimum of 30 minutes each during at least two Broadcaster Preview Periods for the purposes of being interviewed
by Overseas Broadcasters.
Guidance
The Broadcaster Preview Period interviews can take place either at the Stadium or at the training ground (provided that it has suitable facilities for such
interviews). Clubs will determine the exact date and time of each Broadcaster Preview Period and give the League and UK Broadcasters at least 72 hours’
notice of the venue, date and time and who is to attend. The exact day on which such interviews should take place has not been specified as Clubs may have
other match commitments during the week, some of them abroad. All arrangements and monitoring of these Rules will be undertaken by the League, and
Clubs should only contact the League to agree arrangements with regard to their Broadcaster Preview Periods which differ from those set out above. Further,
the League recognises that there may be weeks in which Clubs play 2 (or indeed in exceptional cases more than 2) League Matches e.g. over the Christmas
period. The League will monitor Broadcaster access during such times to ensure that unreasonable demands are not being placed on Clubs.
Pre-Match Media Conference
K.96.
In addition to the requirements of Rules K.90 to K.95, each Club shall ensure that its Manager attends a media conference with Broadcasters and,
at its discretion, such other accredited representatives of the media as the Club considers appropriate, to be scheduled as follows:
Day of League Match
Saturday, Sunday or
Monday
Tuesday
Wednesday
Day of Pre-Match Media Conference
Thursday or Friday (save for exceptional circumstances, to be managed and monitored by the League, e.g.
in the case of late return from a fixture in the UEFA Europa League).
Monday
Monday or Tuesday
Interviews - General
K.97.
If interpretation into English is required for any interview taking place pursuant to Rules K.90 to K.95 (Broadcaster Preview Access) or K.96
(Matchday Pre-Match Interviews), then it must be provided by the Club.
Guidance
Clubs are asked to give consideration to requests from Overseas Broadcasters for matchday interviews with Players who speak a particular language or who
are of a particular nationality.
Matchday Pre-Match Interviews
K.98.
Each Club shall ensure that the following are made available for an interview with 1 TV Broadcaster within the time periods stated:
K.98.1.
one of its Players (whose identity shall be confirmed by the Club to the Match Manager and UK Broadcaster filming the League
Match at least 15 minutes before the interview) who is to be in the starting line-up of the League Match (who will be asked no more
than 3 questions, all of which shall be related to that League Match), such interview to take place between 45 and 120 minutes before
the kick-off of the League Match; and
147
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K.98.2.
its Manager, such interview to take place after the team sheets have been publicly announced and between 45 and 120 minutes before
kick-off, the exact time to be agreed with the Broadcaster and Match Manager (and to be adhered to by the Club and Manager once so
agreed).
Guidance
With regard to Rule K.98.1, it is appreciated that if the pre-match interview takes place before the announcement of the teams, the Club Official nominating a
Player to take part may not be aware of the starting line-up due to timing issues. Clubs may accordingly prefer to ensure that such interviews take place after
the announcement of the teams. The League reserves the right to investigate a breach of this provision if the nominated Player is one who could not
reasonably have been anticipated as one who would start the League Match, and/or if a Club persistently nominates Players none of whom go on to start the
League Matches in question.
If the Manager wishes to be interviewed before the announcement of the teams, this will be acceptable provided that the TV Broadcaster to whom the
interview is to be given agrees, and provided that the Manager discloses his team selection to the TV Broadcaster, who will keep this information strictly
confidential until after the teams have been publicly announced which, as noted in Rule K.83, will not occur until 60 minutes before kick-off.
Post-Match Interviews, Mixed Zone and Post-Match Media Conference
K.99.
Each Club shall ensure that the following are present for interviews within the times stated after the conclusion of each League Match (for the
avoidance of doubt the interviewees must remain so available until the interviews are concluded, even if this is after the times stated below).
K.99.1.
For the UK Broadcaster which has filmed the League Match: 1 interview with up to 2 Players of one of the Participating Clubs (the
Club to be at the Broadcaster’s election) who played a significant role in the League Match, such Players to be present for the
interview immediately as they leave the pitch after the conclusion of the League Match and before they return to their dressing room.
K.99.2.
If the UK Broadcaster which has filmed the League Match does not wish to undertake the interview referred to in Rule K.99.1, then
any other UK Broadcaster present at the League Match shall have the right to conduct this interview, and it if does not wish to do so
then the League shall have such right.
K.99.3.
For the avoidance of doubt, the maximum number of interviews required to be conducted pursuant to Rules K.99.1 and K.99.2 is 1,
and the maximum number of Players required for this interview is 2.
K.99.4.
For each UK Broadcaster who has the right to the Transmission of the League Match (to the extent that it has not conducted an
interview with Players pursuant to Rules K.99.1 and K.99.2):
K.99.4.1
at least 2 Players who played a significant role in the League Match; and
K.99.4.2
the Manager.
Such Players and the Manager shall be present within 20 minutes of the conclusion of the League Match for interviews with a UK Broadcaster
who has broadcast the League Match live in the UK (if any) and within 30 minutes of the conclusion of the League Match for interviews with all
other UK Broadcasters.
K.99.5.
For each of the League and 3 Overseas Broadcasters: 1 Player who played a significant role in the League Match (save that no such
Player need be provided for an interview with the League if the League has conducted an interview with a Player pursuant to
Rule K.99.2) or the Manager, such Player or the Manager to be present for interview within 30 minutes of the conclusion of the League
Match; and
148
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K.99.6.
For Radio Broadcasters who have the right to the Radio Transmission of that League Match: at least 1 Player who has played a
significant role in the League Match and the Manager.
Guidance
The interview referred to in Rule K.99.1 and K.99.2 is a super-flash interview. It is to be conducted with the UK Broadcaster filming the match or, to the
extent that this Broadcaster does not wish to take up its entitlement to this interview, with another UK Broadcaster, or with Premier League Productions (as to
whom see the Guidance note to Rule K.68).
UK Broadcasters who have rights to post-match interviews are those with rights to broadcast live matches, highlights and near-live matches; the UK
Broadcaster which has filmed the match has first call on the super-flash interview under Rule K.99.1.
Rule K.99.5 requires Clubs to ensure that either a Player or the Manager is available after the match for interviews with the League and 3 Overseas
Broadcasters. If there are more Overseas Broadcasters broadcasting the match, Clubs are requested to facilitate such interviews with as many as reasonably
practicable.
“Radio Broadcasters” means for the purposes of this Rule UK radio broadcasters only.
With regard to Rule K.99.2, the League in this context means Premier League Productions, the League’s appointed production partner which undertakes the
broadcast of all League Matches on behalf of the League. The League then distributes content to Overseas Broadcasters.
The Match Manager will determine and manage the order in which interviews pursuant to Rule K.99 will take place and communicate this in the week
leading up to the League Match.
Interviews with TV Broadcasters which take place pursuant to Rules K.98 and K.99 must take place in front of the Interview Backdrops to be provided by the
League.
K.100.
Each Club shall ensure that each of its Players listed on its team sheet for a League Match shall walk through the Mixed Zone when exiting the
Stadium (save that the Club need not compel a Player to do so in exceptional circumstances).
Guidance
Clubs may withdraw a Player from walking through the Mixed Zone in exceptional circumstances, e.g. where the Player has suffered injury and needs
medical treatment or is subject to doping control.
K.101.
Each Home Club shall facilitate a media conference (“the Post-Match Media Conference”).
K.102.
The Post-Match Media Conference shall take place after the conclusion of each League Match in the media conference room referred to in
Rule K.86.
K.103.
Each Home Club shall ensure that Broadcasters who wish to do so have access to the Post- Match Media Conference and may at its discretion
give such access to accredited representatives of other media.
K.104.
Each Club shall ensure that its Manager attends the Post-Match Media Conference
Promotional Photographs and Footage
K.105.
Each Club shall make sure that all of its Contract Players and its Manager are available together for at least half a day to be photographed and
filmed by the League or its appointee:
K.105.1. no later than 48 hours before the start of each Season; and
K.105.2. when reasonably requested to do so by the League.
149
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K.106.
For the purposes of the photography and filming referred to in Rule K.105:
K.106.1. each Contract Player shall wear each of the Strips registered by the Club pursuant to Rule M.17; and
K.106.2. the Manager shall wear match day attire (such as the Club’s official training kit or blazer or suit).
K.107.
Each Club shall make available at its Stadium or training ground two rooms, each measuring at least 7m x 6m x 3m and with benefit of mains
electric power, for the purposes of the filming and photography referred to in Rule K.105.
K.108.
Each Club shall provide to the League by no later than 30 September each year a group photograph of all of the Players included on its Squad
List and any Under 21 Players who in the Club’s reasonable opinion will play in a significant number of League Matches.
Guidance
The purpose of this requirement is primarily to provide footage of players to be used in dynamic line-ups by TV Broadcasters. In addition, photographs of
players will be used by the League’s trading cards partner. The League will hold the copyright in these photographs and licence it to Clubs.
In the event that the League or its appointee is unable to carry out the filming or photography of a Contract Player pursuant to Rule K.105 then the Club
should provide to the League a front-on head and body photograph of the Contract Player wearing the Club’s home Strip.
As squads change over the Season, the League will ask Clubs to give access to new Players pursuant to Rule K.105.2. While the League will work with Clubs
to schedule these further sessions, they will need to be undertaken before any new Player plays in a League Match.
League Pre-Season Media Event
K.109.
Each Club shall, when requested to do so by the League, ensure that its captain and Manager are available to attend the League’s designated preseason media event.
K.110.
Such attendance shall mean the captain and Manager being available for a continuous 2 hour period at a location of the League’s choice and
include their being interviewed by Broadcasters.
Guidance
The League will only organise 1 pre-season media event each year. It may be broadcast live. Representatives of the media, as well as Broadcasters, will be
invited to attend.
The League envisages that it will ask the previous season’s League Champions, plus a Club from those who finished in the top 10 the previous season and
one from those who finished in positions 11 to 17 in the previous season, together with a newly Promoted Club, to make available Players and the Manager
pursuant to Rule K.109. The Clubs who are asked will also be rotated from season to season (save, where applicable, in the case of the League Champions).
The League will make travel arrangements and meet travel expenses.
The League’s pre-season media event may focus on specific themes or issues (e.g. young players or home-grown players), in which case the Clubs who are
requested to make Players available pursuant to Rule K.109 will be asked to provide Players whose background or experience is relevant to the particular
theme or issue.
K.111.
Each Club shall ensure that, when reasonably requested to do so by the League, Players and Managers will take part in recordings for the
promotional purposes of Broadcasters and the League, such recordings to be made by the Broadcaster in question.
150
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Guidance
The League will manage the requests for access made by Broadcasters under Rule K.111 to ensure that the demands made of Clubs or of individual Players
and Managers are not too onerous.
Floodlights
K.112.
On the day of each League Match, each Club shall ensure that its floodlights are operational and comply with the requirements of these Rules for
such period as the Board may from time to time specify.
K.113.
A Club’s Stadium must have floodlights giving a maintained vertical illuminance of:
K.113.1. an average of at least 1650 lux and a minimum of at least 1000 lux when measured towards the principal camera on the Television
Gantry; and
K.113.2. an average of at least 1000 lux and a minimum of at least 650 lux at any one location on the pitch when measured towards the 4
vertical planes at 0°, 90°, 180° and 270° as shown in the pitch lighting grid set out below.
Guidance
The average lux value referred to in Rule K.113.1 is calculated by adding together the readings in each direction taken from each of the 96 measurement
points referred to in Rule K.115 and dividing them by 96.
The average lux value referred to in Rule K.113.2 is calculated by adding together the readings taken in the same direction at each of the 96 measurement
points referred to in Rule K.115 and dividing the total by 96.
Clubs should also take measurements on the horizontal plane at all 96 measurements as referred to in Rule K.115 for reference. These measurements should
be reported in the Form 8A as per K.124.
All measurements should be taken at 1m above the pitch surface.
K.114.
The floodlighting must provide uniformity of maintained vertical illuminance at all locations on the pitch such that the minimum illuminance is
no less than half of the maximum illuminance and no less than 60% of the average illuminance.
Guidance
The requirements of Rule K.114 are often expressed by technical experts as “U1 values” and “U2 values” in the following manner:
“Uniformity (U1 [min/max]) > 0.50
Uniformity (U2 [min/ave]) > 0.60”
K.115.
Calculation, measurement and reporting of the lux values shall be undertaken on the pitch using 96 measurement points in a grid format and at
an equal distance from each other.
K.116.
At each of the 96 measurement points referred to in Rule K.115, 5 measurements shall be taken at one metre above the pitch and in the following
5 directions:
K.116.1. one measurement shall be taken towards the main camera on the Television Gantry (represented at position no. 1 on Plan A of
Appendix 3); and
K.116.2. 4 measurements shall be taken in four directions. The measurements shall be taken at 0°, 90°, 180° and 270° planes as shown in the
pitch lighting grid set out below.
151
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Guidance — Pitch Lighting Grid
To illustrate what is meant by this, Clubs are requested to measure and report lux values using a grid as shown below demonstrating each point on the pitch at
which a measurement must be taken and recorded:
The certificate to be provided to the League pursuant to Rule K.124 must contain the outcome of the measurement of the lux values at each point and in each
direction on the pitch in this format. As 5 measurements must be taken at each of the 96 points, a total of 480 measurements must be taken (or 576 if
including the horizontal plane readings that are required for reference).
K.117.
The 12 rows of seating nearest to the pitch (save for such rows in the stand where the Television Gantry is situated) shall be illuminated such that
they have a minimum vertical illuminance perpendicular to the pitch of at least 165 lux and provide a comfortable, glare-free environment for
spectators.
K.118.
The illuminance referred to in Rule K.117 shall be measured by measurements taken at illuminance test reference points located at 10m intervals
on the 10th row of seating around the pitch. The illuminance test reference points are required in all seating areas around the perimeter of the
pitch save for areas adjacent to the Television Gantry.
K.119.
Floodlighting shall be installed and arranged so as not to cause undue glare to Players.
Guidance
This is especially important in the goalmouth area where it is recommended by the International Commission on Illumination that no floodlights are installed
in the horizontal zone of 5º of either side of the goal line.
152
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K.120.
Each Club’s floodlighting shall have:
K.120.1. colour rendering index Ra of greater than 80;
K.120.2. an average colour temperature of between 5200kelvin and 6000kelvin, being the average of 3 measurements taken in the middle of
each goal-line and on the centre spot; and
K.120.3. flicker (as measured by flicker factor) of no more than 6% at any one or more of the 96 measurement points referred to in Rule K.115
when measured towards the principal camera on the Television Gantry.
Guidance
The colour rendering index Ra referred to in Rule K.120.1 is certified by the luminaire and lamp manufacturer, and Clubs are entitled to rely on this (the
League will not require any further certification of it).
K.121.
Each Club must have installed at or adjacent to its Stadium an alternative power source for the floodlights such that the floodlighting shall
continue with a minimum average illuminance of 800 lux towards the main camera in the event of the failure of the primary power source.
K.122.
Details of the alternative power source referred to in Rule K.121, the estimated time before floodlights are available again in the event of failure
of the primary power source, and the lux value of the floodlights when powered by the alternative power source must be set out in the annual
floodlighting report referred to in Rule K.124.
K.123.
Each Club shall ensure that the floodlighting installation and supporting services at its Stadium are properly designed and maintained.
K.124.
Between 1 March and 4 weeks before the commencement of the following Season, a certificate in Form 8A signed by a Chartered Electrical
Engineer, a member of the Institute of Lighting Professionals or a member of the Society of Light and Lighting (in this Rule “the Signatory”)
shall be provided by the Club to the League to certify that:
K.124.1. the floodlights have been inspected by the Signatory and in his opinion comply with Rules K.113 to K.123;
K.124.2. the illuminance meter used to measure compliance with Rule K.113 was:
K.124.2.1
cosine corrected;
K.124.2.2
suitable for use for measuring the illuminance of floodlighting;
K.124.2.3
fitted with a wide-angle receptive light sensor; and
K.124.2.4
calibrated at least once in the previous 12 months (and a copy of the most recent certificate of calibration shall be
attached to Form 8A); and
K.124.3. the floodlighting installation and its supporting services have been designed to an appropriate standard in compliance with these
Rules and have been properly maintained.
K.125.
If works are undertaken at a Club’s floodlighting installation and support services after the submission of the certificate referred to in Rule K.124
then the Club must provide a further such certificate to the League within 4 weeks of those works being concluded.
153
CLUBS: OPERATIONS
SECTION L: FIXTURES
Arranging Fixtures
L.1.
The Board shall:
L.1.1.
determine the dates and kick-off times of all League Matches as soon as practicable prior to the commencement of each Season; and
L.1.2.
have the power at any time thereafter to change the date and kick-off time of a League Match, and before exercising such power the
Board will consult with and take into account any representations made by the Clubs participating in the League Match in question
and any other Club or Clubs which may be affected thereby.
L.2.
Each Club shall use its best endeavours to ensure that each League Match takes place on the date and at the time fixed for it.
L.3.
No fixtures shall be arranged on or on any of the 6 days preceding the 4 dates agreed between the League and the Football Association prior to
each Season upon which international matches will be played.
Source: Manchester United plc, 20-F, October 15, 2015
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L.4.
League Matches will be played on New Year’s Day unless it falls on a Thursday or Friday and F.A. Cup matches are scheduled to be played on
the immediately following Saturday.
L.5.
All intellectual property and other rights in the League’s fixture list shall belong to the League.
L.6.
A Club engaged in any match played in a UEFA competition on a Thursday evening and a League Match on the following Saturday may
rearrange the League Match to the following Sunday provided that:
L.7.
L.6.1.
it gives notice to that effect to the Secretary and to its League Match opposing Club within 72 hours of the date of the UEFA match
being fixed (or, if the period of 72 hours expires on a day which is not a Working Day, by close of business on the first Working Day
thereafter);
L.6.2.
there is no police objection;
L.6.3.
the rearrangement of the League Match does not result in the opposing Club having to play another League Match, F.A. Cup match or
UEFA match within 2 days of the rearranged League Match being played; and
L.6.4.
the kick-off time of the re-arranged League Match is the same as that of one of the League Matches (if any) which have been selected
for live Transmission in the United Kingdom on that Sunday, or such other kick-off time as the Board may approve.
A Club may apply to the Board to rearrange any fixture so that it is played on a different date or at a different kick-off time.
Arranging Other Matches
L.8.
A Club shall not arrange to play a friendly match during the Season:
L.8.1.
until the dates of League Matches for that Season have been fixed and published in accordance with Rule L.1; or
L.8.2.
so that it adversely affects a League Match.
154
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Other Competitions
L.9.
Except with the prior written approval of the Board, a Club shall not enter or play in any competition other than:
L.9.1.
the UEFA Champions League;
L.9.2.
the UEFA Europa League;
L.9.3.
the F.A. Cup;
L.9.4.
the F.A. Community Shield;
L.9.5.
the Football League Cup;
L.9.6.
competitions sanctioned by the County Association of which it is a member.
L.10.
Each Club shall enter the F.A. Cup.
L.11.
Qualification for UEFA Club Competitions shall be on sporting merit through domestic competitions controlled or sanctioned by the Football
Association. Clubs qualifying for a UEFA Club Competition must apply for a UEFA Club Licence in accordance with the Licensing Manual.
Postponement of League Matches
L.12.
L.13.
L.14.
A League Match shall not be postponed or abandoned except:
L.12.1.
when on the date fixed for it to be played either the Home Club or the Visiting Club is competing in a competition permitted by
Rules L.9.1, L.9.2, and L.9.3; or
L.12.2.
with the approval of or on the instructions of the officiating referee; or
L.12.3.
by order of the police; or
L.12.4.
by order of any other authority exercising its statutory powers to that effect; or
L.12.5.
on the instructions of or with the prior written consent of the Board.
Where it is proposed to postpone a League Match pursuant to Rule L.12.4 on the grounds of safety, the appropriate Official of the Home Club
shall:
L.13.1.
complete and make available on request to the Premier League all relevant risk assessment documentation; and
L.13.2.
time permitting, consult with the officiating referee, the police and the chairman of the Club’s Safety Advisory Group and ensure that
the match delegate appointed to attend the League Match pursuant to Rule L.17 is fully briefed as to the reasons for the
postponement.
Upon a League Match being postponed or abandoned in accordance with Rules L.12.1, L.12.2, L.12.3, or L.12.4 the Home Club shall forthwith
inform the Secretary, and the Board will thereupon exercise its power under Rule L.1.2 and fix a date and kick-off time of the rearranged League
Match.
155
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Guidance
Clubs are reminded of their obligation pursuant to Rule L.2 to use their best endeavours to ensure that all League Matches take place on the date and at the
kick-off time fixed for them. Pursuant to this, Clubs are expected to do all they can to address any concerns raised by a statutory authority.
Failure to Play a League Match
L.15.
Except in the case of a League Match which, without either of the participating Clubs being at fault, is postponed or abandoned under the
provisions of Rule L.12, any Club which causes the postponement or abandonment of a League Match on the date fixed under Rule L.1 or to
which it is rearranged under Rules L.1.2, L.6 or L.7 will be in breach of these Rules.
Replaying a League Match
L.16.
The Board shall have power to order that a League Match be replayed provided that a recommendation to that effect has been made by a
Commission in exercise of its powers under Rule W.54.
Match Delegate
L.17.
The League will appoint a match delegate to attend each League Match and the Home Club shall ensure that he is allocated a prime seat and
allowed access to all areas of the Stadium.
L.18.
The match delegate will act as an official representative of the League at the League Match to which he is appointed and he will report thereon to
the League.
Full Strength Teams
L.19.
In every League Match each participating Club shall field a full strength team.
Minimum Age
L.20.
A Player who for the purpose of Youth Development Rule 2 is placed in an age group below Under 16 shall not be named in a Club’s team sheet
for or participate in a League Match.
Team Sheet
L.21.
L.22.
At least 75 minutes before the time fixed for the kick-off of a League Match, a senior member of the coaching staff and the first team captain of
each participating Club shall attend a briefing with the referee and hand to him and their opponents a team sheet in Form 9 containing the
following particulars:
L.21.1.
the shirt numbers and names of its Players (including substitute Players) who are to take part in that League Match;
L.21.2.
the colour of the Strip to be worn by its Players, including the goalkeeper;
L.21.3.
the names and job titles of up to 7 Officials who will occupy the trainer’s bench during that League Match
Any Club acting in breach of Rule L.21 will pay a fixed penalty of £300 in respect of a first such breach, £600 in respect of a second such breach
and £1,200 in respect of a third such breach. Any subsequent breach shall be dealt with under the provisions of Section W of these
Rules (Disciplinary).
156
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L.23.
If any Player (or substitute Player) named in a team sheet is injured or otherwise incapacitated after the submission of the team sheet but before
kick-off, upon his Team Doctor or, if he is unavailable, another doctor certifying that the injury or incapacitation is such that the Player in
question cannot reasonably be expected to play, the Club may add the name of another Player to the team sheet as a Player or substitute Player.
L. 24.
Any amendment to the team sheet pursuant to Rule L.23 shall be communicated forthwith to the referee, the opposing Club and the Match
Manager.
L.25.
No Player whose name does not appear on his Club’s team sheet shall take the field of play in that League Match.
Substitute Players
L.26.
In any League Match a Club may include in its team sheet up to 7 substitute Players of who not more than 3 may take part in the League Match
subject to the conditions set out in Law 3 of the Laws of the Game.
L. 27.
Not more than 3 substitute Players of each Club shall warm up at the same time on the perimeter of a pitch upon which a League Match is being
played.
Kick-Off
L.28.
Each Club participating in a League Match shall adhere to the kick-off time and the Home Club shall report any delay to the Secretary together
with any explanation therefor.
L.29.
Any Club which without good reason causes to be delayed either the kick-off of a League Match from the time fixed or the re-start after the halftime interval:
L.29.1.
shall on the first such occasion pay a fixed penalty of £5,000 if the delay does not exceed 15 minutes;
L.29.2.
shall on a second or subsequent occasion within 2 years of the first such occasion or if in any case the delay exceeds 15 minutes be
dealt with under the provisions of Section W of these Rules (Disciplinary).
Processional Entry
L.30.
Teams participating in a League Match will process together onto the field of play 5 minutes before kick-off, led by the referee and the assistant
referees.
Use of Official Ball
L.31.
In all League Matches the Home Club shall provide and the participating Clubs shall use only the official ball approved from time to time by the
League.
Occupation of the Technical Area
L.32.
The technical area shall be occupied during a League Match only by substitute Players and Officials whose names appear on the team sheet.
L.33.
Any Player who is dismissed from the field of play shall proceed immediately to the dressing room and shall not occupy the technical area.
157
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Duration of League Matches
L.34.
Subject to the provisions of Law 7 of the Laws of the Game and Rule L.35, the duration of a League Match shall be 90 minutes.
L.35.
The Board may order a League Match which for whatever reason lasts for less than 90 minutes to count as a completed fixture or to be replayed
either partially or in its entirety.
L.36.
The half-time interval in League Matches shall be 15 minutes.
Notification of League Match results
L.37.
By 12 noon on the first Working Day after a League Match each participating Club shall submit Form 10 to the Secretary duly completed.
Gate Statements
L.38.
Within 10 Working Days of a League Match the Home Club shall submit Form 11 to the Secretary duly completed.
Penalties
L.39.
Any Club acting in breach of Rules L.30 or L.37 will pay a fixed penalty of £300 in respect of a first such breach, £600 in respect of a second
such breach and £1,200 in respect of a third such breach. Any subsequent breach shall be dealt with under the provisions of Section W of these
Rules (Disciplinary).
Compensation for Postponed Matches
L.40.
Compensation shall be payable to a Home Club if a League Match in which it should participate is postponed, provided that:
L.40.1
the postponement is caused by the Visiting Club on the date fixed for the League Match or on a date reasonably proximate thereto
being engaged in an F.A. Cup match or a Football League Cup match; and
L.40.2
on the date fixed for the League Match the Home Club is no longer engaged in the relevant competition.
L.41.
In the case of a postponement caused by an F.A. Cup match compensation shall be paid out of the F.A. Cup pool and in the case of a Football
League Cup match out of the Football League Cup pool or in either case as the Board shall determine.
L.42.
In either case the amount of compensation shall be the sum (if any) by which the Home Club’s net revenue from the postponed League Match
falls short of the Home Club’s average net revenue for League Matches played in that Season.
Provision of Hospitality for Officials
L.43.
Each Home Club shall provide hospitality arrangements for the Directors and other Officials of the Visiting Club.
158
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CLUBS: OPERATIONS
SECTION M: PLAYERS’ IDENTIFICATION AND STRIP
Player Identification
M.1.
Before the commencement of each Season each Club shall allocate a different shirt number to each member of its first team squad.
M.2.
A Club shall likewise allocate a shirt number to any Player joining its first team squad during the Season.
M.3.
Save with the prior written consent of the Board shirt numbers shall commence with the number one and shall be allocated consecutively.
M.4.
While he remains with the Club a Player will retain his shirt number throughout the Season for which it was allocated.
M.5.
Upon a Player leaving a Club the shirt number allocated to him may be re-allocated.
M.6.
Each Club shall forthwith provide to the Secretary on Form 12 full details in writing of shirt numbers allocated so that throughout each Season
the Secretary is aware of the names of members of the first team squad of each Club and the shirt numbers allocated to them.
M.7.
When playing in League Matches each Player shall wear a shirt on the back of which shall be prominently displayed his shirt number so as to be
clearly visible in accordance with guidelines laid down by the Board from time to time, and above that his surname or such other name as may be
approved in writing by the Board.
M.8.
The Player’s shirt number shall also appear on the front of the left leg of his shorts.
M.9.
The size, style, colour and design of shirt numbers, lettering and the logo of the League appearing on a Player’s shirt or shorts and the material
from which such numbers, lettering and logo are made shall be determined by the Board from time to time.
M.10.
The colour and design of the shirt and stockings worn by the goalkeeper when playing in League Matches shall be such as to distinguish him
from the other Players and from Match Officials.
M.11.
The captain of each team appearing in a League Match shall wear an armband provided by the League indicating his status as such.
M.12.
Any Club acting in breach of any of Rules M.1 to M.11 inclusive will be liable to pay to the League a fixed penalty of £300 for a first breach,
£600 for a second breach and £1,200 for a third breach. Any subsequent breach may be dealt under the provisions of Section W of these
Rules (Disciplinary).
Home and Alternative Strip
M.13.
Each Club shall have a home Strip and up to a maximum of two alternative Strips which shall be worn by its Players in League Matches in
accordance with the provisions of these Rules.
M.14.
Each Club must have at least one alternative Strip which differs visibly from and contrasts with its Home Strip (including the goalkeeper’s Home
Strip) to the extent that the two Strips could be worn by opposite teams in a match.
M.15.
The logo of the League shall appear on each sleeve of both home Strip and alternative Strip shirts.
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M.16.
Neither the home Strip shirt nor the shirt of either of the alternative Strips shall be of a colour or design alike or similar to the outfits of Match
Officials.
M.17.
Not later than 4 weeks before the commencement of each Season each Club shall register its Strips by submitting to the Secretary Form 13
together with samples of its home Strip, alternative Strip(s) and goalkeeper’s Strip complying with these Rules and a brief written description of
each and the Secretary having entered the descriptions in a register will cause the same to be printed in the handbook of the League, on the
Extranet and on the League’s website.
M.18.
Each Strip submitted for registration in accordance with Rule M.17 shall have on it:
M.19.
M.18.1.
the shirt number and name of any Player in the Club’s first team squad, displayed as required by Rule M.7;
M.18.2.
any advertisement for which the approval of the Board is either sought or has already been given under the provisions of Rule M.30.1
If pursuant to Rule M.17 a Club seeks to register a Strip which does not comply with these Rules:
M.19.1.
the Board shall give to that Club notice in writing to that effect giving full details of the changes required to achieve compliance; and
M.19.2.
the Strip in question shall not be worn by that Club’s Players until a further sample has been submitted to and approved in writing by
the Board.
M.20.
Subject to Rule M.21, Strips of the description thus registered shall be worn throughout the Season immediately following and no changes to it
shall be made except with the prior written permission of the Board.
M.21.
On the occasion of a Club’s last home or away League Match in any Season a further Strip (i.e. not one registered by the Club in accordance with
Rule M.17) may be worn provided that:
M.22.
M.21.1.
at least 7 days’ prior written notice of intention to do so is given to the Secretary (such notice to be accompanied by a sample of the
Strip intended to be worn) and the opposing Club (such notice to be accompanied by a CAD drawing of the Strip intended to be
worn);
M.21.2.
the alternative Strip shall be subsequently registered as the Club’s home or alternative Strip for the following Season.
Subject to Rules M.21 and M.23, when playing in League Matches the Players of each participating Club shall wear Strip which is of a sufficient
contrast that Match Officials, spectators and television viewers will be able to distinguish clearly between the two teams. In selecting the choice
of Strip the following order of precedence shall apply unless authorised by the Board:
M.22.1.
1st priority: the outfield players of the Home Club who shall wear their Home Strip;
M.22.2.
2nd priority: the outfield players of the Visiting Club;
M.22.3.
3rd priority: the Home Club goalkeeper;
M.22.4.
4th priority: the Away Club goalkeeper
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M.23.
The Match Officials shall wear colours that distinguish them from the Strip worn by the two Clubs. In the event of the Match Officials not having
distinguishing colours then the Away Club goalkeeper must change and if this is not possible the Home Club goalkeeper must do so.
M. 24.
At least 10 days prior to each League Match the Visiting Club shall notify the Home Club and the League on Form 14 of the Strip it intends its
Players (including for the avoidance of doubt its goalkeeper) to wear.
M.25.
The League, in consultation with PGMOL acting on behalf of the referee, will determine any disputes arising between Clubs and no later than
three working days prior to each League Match notify both Clubs and the Match Officials of the colours to be worn.
M.26.
In the event of a dispute arising on the day of a League Match in relation to the Strip to be worn then the referee’s decision shall be final.
M.27.
Subject to Rule M.21, no Club shall participate in a League Match wearing Strip other than its registered home Strip or alternative Strip or a
combination of the same (in either case as instructed under Rule M.25 or Rule M.26) except with the prior written consent of the Board.
M.28.
Each Club shall ensure that it has available at each League Match a replacement Strip for each Player named on the team sheet which can be used
in the event of a Player requiring to change any part of his Strip. Each Player’s replacement Strip shall comply with Rules M.7 and M.8.
M.29
When participating in a League Match no Player shall reveal undergarments that show political, religious or personal slogans, statements or
images, or advertising other than a manufacturer’s logo. The Board may proceed under Section W against either the Player or his Club or both for
any breach of this Rule.
Strip Advertising
M.30
Provided that:
M.30.1.
the content, design and area of the advertisement is approved by the Board; and
M.30.2.
it complies with the Football Association Rules for the time being in force; advertising on Strip shall be permitted.
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CLUBS: OPERATIONS
SECTION N: MATCH OFFICIALS
Appointment of Match Officials
N.1.
Prior to the commencement of each Season PGMOL will compile and publish a list of referees and assistant referees eligible to be appointment to
officiate at forthcoming League Matches.
N.2.
PGMOL shall be empowered to remove the name of any Match Official from its list at any time.
N.3.
PGMOL will appoint the Match Officials to officiate at each League Match. PGMOL will give notice of such appointment to the participating
Clubs and on Form 15 to the Match Officials so appointed who shall each forthwith acknowledge their appointment to PGMOL.
Rules binding on Match Officials
N.4.
Acknowledgement by a Match Official of an appointment made under Rule N.3 shall constitute an agreement with the League by such Match
Official to be bound by and to comply with:
N.4.1.
the Laws of the Game;
N.4.2.
the Football Association Rules;
N.4.3.
these Rules.
Payments to Match Officials
N.5.
No Club or Official shall either directly or indirectly make or offer to make any payment to or confer or offer to confer any benefit upon any
Match Official.
Pre-Match Procedures
N.6.
Prior to the commencement of a League Match at which he has been appointment to officiate, the referee shall:N.6.1.
together with the other Match Officials, arrive at the Stadium not less than two hours before the advertised time of kick-off;
N.6.2.
decide on the fitness of the pitch for the playing of the League Match and
N.6.2.1.
if the referee considers it to be unfit, instruct that the League Match be postponed or that the kick-off be delayed;
N.6.2.2.
if the referee considers it to be necessary, instruct that the pitch be remarked;
N.6.3.
receive the team sheets of the participating Clubs in accordance with Rule L.21;
N.6.4.
permit the amendment of a team sheet if a Player is injured or otherwise incapacitated as provided in Rule L.23;
N.6.5.
check and approve any football to be used in the League Match;
N.6.6.
ensure that, if appropriate, the Home Club has made a coloured ball available;
N.6.7.
wear one of the match uniforms provided by PGMOL ensuring that it does not clash with the Strip worn by either of the participating
teams;
N.6.8.
ensure that the Players’ Strip complies with the provisions of Section M of these Rules;
164
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N.6.9.
ensure that the uniform worn by any ballboy or steward does not clash with the Strip worn by either of the participating teams and if in
his opinion there is such a clash, he shall be authorised to request such ballboy or steward to change his uniform or to leave the
vicinity of the field of play;
N.6.10.
with the assistant referees lead the participating teams onto the field of play 5 minutes before kick-off; and
N.6.11.
such other matters as may be agreed between the League and PGMOL from time to time.
Compliance with Instructions
N.7.
Players and Officials shall comply with any lawful instruction given to them by a Match Official officiating at a League Match
Post-Match Procedures
N.8.
The referee shall send the team sheets to and make the following reports in writing to the Secretary as soon as practicable after officiating at a
League Match:
N.8.1.
on the standard of facilities for Match Officials provided by the Home Club;
N.8.2.
on the late arrival at the Stadium of any of the Match Officials giving reasons therefore;
N.8.3.
on the condition of the pitch;
N.8.4.
on the circumstances surrounding the kick-off or re-start being delayed;
N.8.5.
on either team commencing the League Match with less than a full complement of Players;
N.8.6.
on any change of Strip ordered;
N.8.7.
on the failure of a team to process together onto the field of play in accordance with Rule L.30;
N.8.8.
on any Player being cautioned or sent-off;
N.8.9.
on either assistant referee taking over as referee and stating the reason therefore;
N.8.10.
on any breach of these Rules by Clubs, Players, Officials, Managers and other Match Officials; and
N.8.11.
any other matter which the referee considers appropriate to bring to the Secretary’s attention.
N.9.
A referee shall likewise report to the Football Association any breach of the Football Association Rules.
N.10.
As soon as practicable after and in any event within 6 days of a League Match the Home Club shall provide a recording on DVD (or such other
format as the League shall specify) of the League Match to each of the referee and the League.
N.11.
Any Club acting in breach of Rule N.10 will be liable to pay to the League a fixed penalty of £300 for a first breach, £600 for a second breach
and £1,200 for a third breach. Any subsequent breach may be dealt with under the provisions of Section W of these Rules (Disciplinary).
165
CLUBS: OPERATIONS
SECTION O: MEDICAL
Doctors — General
O.1.
Each Club’s Team Doctor, Crowd Doctor and Medical Coordinator, and any other doctor appointed by the Club, shall be registered medical
practitioners licensed to practice by the General Medical Council.
O.2.
References in these Rules to a requirement to hold a current Football Association Advanced Resuscitation and Emergency Aid Certificate
(“AREA Certificate”) shall mean that the individual concerned shall:
O.2.1.
have successfully undertaken the full AREA Certificate course in the last 36 months; and
O.2.2.
have successfully undertaken the AREA Certificate refresher course in the last 14 months (unless he successfully undertook the full
AREA Certificate course within that period).
Team Doctor
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O.3.
Each Club shall appoint at least one Team Doctor who shall work on at least a part time basis.
O.4.
Each doctor appointed by a Club whose responsibilities include giving medical treatment to Players (including, without limitation, the Team
Doctor but excluding the Medical Coordinator, as to whose qualifications see Rule O.6 below) must:
O.4.1.
if first appointed on or after the commencement of Season 2002/03, hold a diploma in sports medicine or an equivalent or higher
professional qualification;
O.4.2.
hold a current AREA Certificate or an equivalent or higher professional qualification approved by the Board; and
O.4.3.
comply with the General Medical Council’s requirements concerning annual appraisal and periodic revalidation of doctors.
Medical Coordinator
O.5.
Each Club shall appoint at least one Medical Coordinator who shall work on at least a part time basis.
O.6.
Each Medical Coordinator must:
O.7.
O.6.1.
hold a suitable post-graduate qualification and/or have substantial and relevant experience, sufficient in either case to establish to the
satisfaction of the Board that he is an appropriate individual to undertake or assist with the emergency treatment of Players and Match
Officials; and
O.6.2.
hold a current AREA Certificate or an equivalent or higher qualification approved by the Board.
Each Medical Coordinator shall:
O.7.1.
liaise with the Visiting Club’s Team Doctor prior to each League Match in order to explain to him the Home Club’s arrangements for
emergency care, with reference to the Home Club’s emergency care/medical information sheet referred to in Rule O.19.9;
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O.7.2.
on the day of the League Match, be available to deal with any queries of the Visiting Club’s Team Doctor and ensure that the latter is
given the opportunity to familiarise himself with the Home Club’s medical facilities and to meet the paramedics present at the League
Match pursuant to Rule O.19.4;
O.7.3.
at the request of either Team Doctor:
O.7.3.1.
assist with the treatment of injuries;
O.7.3.2.
care for and monitor any Player or Match Official who has left the field of play; and
O.7.3.3.
act as the lead point of liaison and co-ordination for all Players or Match Officials referred to hospital, including by
liaising with the hospital and establishing contact with local ambulances and hospital emergency departments.
Crowd Doctor
O.8.
Each Club shall appoint at least one Crowd Doctor who shall work on at least a part time basis.
O.9.
A Crowd Doctor shall either:
O.10.
O.9.1.
hold the Diploma in Immediate Medical Care issued by the Royal College of Surgeons (Edinburgh) Faculty of Pre-Hospital Care (“the
Faculty”) or its equivalent; or
O.9.2.
have successfully undertaken the Faculty’s Generic Crowd Doctor Training course or its equivalent.
Each Crowd Doctor shall successfully undertake the Faculty’s Generic Refresher and Skills Update Course at least once every five years.
Physiotherapists
O.11.
Each Club shall employ a full time senior physiotherapist.
O.12.
The senior physiotherapist shall:
O.13.
O.12.1.
be a registered physiotherapist member of the Health and Care Professions Council; and
O.12.2.
hold a current AREA Certificate or an equivalent or higher qualification approved by the Board.
Any other physiotherapist employed by a Club shall:
O.13.1.
be a registered physiotherapist member of the Health and Care Professions Council; or
O.13.2.
hold the Football Association’s Diploma in the Treatment and Management of Injuries or an equivalent or higher qualification
approved by the Board; and
O.13.3.
hold a current AREA Certificate or an equivalent or higher qualification approved by the Board.
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O.14.
Any other sports therapist employed by a Club shall hold a current AREA Certificate or an equivalent or higher qualification approved by the
Board.
O.15.
Physiotherapists and sports therapists appointed by a Club shall each year undertake a minimum of 36 hours of continuing professional
development and shall maintain a record thereof and produce the same for inspection by a duly appointed representative of the League when
requested and in addition shall attend the education conferences and seminars organised by the Football Association.
Emergency Care Protocol
O.16.
O.17.
O.18.
Each Club shall prepare and make available to the League on request an emergency care protocol which shall:
O.16.1.
set out protocols detailing the management of injuries to Players and Match Officials sustained during League Matches and training;
and
O.16.2.
detail all first aid facilities and medical equipment maintained by the Club in the event that treatment of such injuries is necessary.
The emergency care protocol shall be:
O.17.1.
drawn up under the guidance of, and be regularly reviewed and if necessary amended by, the Team Doctor in consultation with the
Medical Coordinator, senior physiotherapist, and such other Persons as the Club may consider appropriate; and
O.17.2.
annually reported to and approved by the Club’s board.
Each Club shall ensure that:
O.18.1.
it manages effectively all medical issues that may arise at a League Match; and
O.18.2.
its first aid facilities and medical equipment are properly maintained and are in full working order.
Attendance of Medical Personnel and Provision of Medical Facilities
O.19.
At every League Match:
O.19.1.
each participating Club shall procure the attendance of its Team Doctor and the Home Club shall procure the attendance of its Crowd
Doctor and Medical Coordinator. The Home Club’s Team Doctor, Crowd Doctor and Medical Coordinator shall be available
throughout and for a reasonable time before and after the match;
O.19.2.
each participating Club shall procure the attendance of a physiotherapist or therapist who is qualified as required by these Rules;
O.19.3.
each participating Club’s Team Doctor and physiotherapist or therapist (who shall be qualified as required by these Rules) shall
occupy that Club’s trainer’s bench during the League Match;
O.19.4.
the Home Club shall procure the attendance of at least two fully qualified and appropriately insured paramedics who shall be
available to assist with on-field medical incidents;
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O.20.
O.21.
O.19.5.
no person other than a participating Club’s Team Doctor, physiotherapist or therapist (who shall be qualified as required by these
Rules) or the paramedics referred to in Rule O.19.4 shall be permitted to treat Players or Match Officials on the field of play;
O.19.6.
the Home Club shall provide a minimum of 2 stretchers and an appropriately trained team of stretcher bearers for each stretcher to
remove injured Players or Match Officials from the field of play;
O.19.7.
the Home Club shall provide a medical treatment and examination room close to both teams’ dressing rooms and shall ensure that the
mandatory equipment as prescribed by the Board from time to time is available;
O.19.8.
the Home Club shall ensure that throughout each League Match a fully equipped, dedicated and appropriately insured ambulance
suitable to carry an emergency casualty and staffed by a person or persons qualified to perform essential emergency care en route is
available at the Stadium to transport any Player or Match Official requiring emergency treatment to hospital;
O.19.9.
the Home Club shall before each League Match make available to the Visiting Club an emergency care/medical information sheet in
the manner prescribed by the Board from time to time and ensure that it obtains the Visiting Club’s Team Doctor’s confirmation that
he has received the emergency care/medical information sheet.
At any other match in which a Club team participates (except as required under the Rules of the F.A. Cup or the Football League Cup) the Home
Club shall procure the attendance of the holder of:
O.20.1.
current, recognised four day first aid at work qualification; or
O.20.2.
the FA Emergency Aid qualification and the FA First Aid for Sport qualification; or
O.20.3.
a current AREA Certificate.
Each Club shall ensure that a doctor or physiotherapist who (in either case) holds a current AREA Certificate is present during all training at the
venue at which such training takes place.
Head Injuries
O.22.
Each Team Doctor, physiotherapist, therapist and Medical Coordinator shall, when present at a League Match or at any other match or at
training, carry the pocket concussion tool (which is set out at Appendix 4A).
O.23.
Any Player, whether engaged in a League Match, any other match or in training, who has sustained a head injury, shall not be allowed to resume
playing or training (as the case may be) unless he has been examined and declared fit to do so by his Team Doctor or, if he is unavailable, by
another a medical practitioner. The decision of the Team Doctor or other medical practitioner as to whether the Player is fit to resume playing or
training shall be final.
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Medical Records
O.24.
Each Club shall carry out medical examinations on all its Contract Players and Academy Players registered on scholarship agreements in
accordance with the requirements laid down in Appendix 4 and keep medical records which shall be made available for inspection by authorised
representatives of the League.
O.25.
Where the transfer including the Temporary Transfer of the registration of a Contract Player is being negotiated between Clubs, the Club holding
the registration shall at the request of the other Club provide to it the medical records of the Contract Player in question (including for the
avoidance of doubt any records which the Club holds of the cardiac screening of the Player).
Medical Insurance
O.26.
During such time as there shall remain in force an agreement between the League and the Professional Footballers’ Association for the
subsidising of Player insurance schemes, each Club shall cause each of its Contract Players and those of its Academy Players with whom it has
entered into a Scholarship Agreement to be insured under and in accordance with the terms of any private medical insurance scheme approved by
the Board. In the case of such Academy Players such insurance may be limited to football related injuries.
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171
CLUBS: OPERATIONS
SECTION P: MANAGERS
Codes of Conduct
P.1.
Managers shall conduct themselves in accordance with the Code of Conduct for Managers set out in Appendix 5.
P.2.
Clubs shall conduct themselves in relation to Managers in accordance with the Code of Conduct for Clubs set out in Appendix 6.
P.3.
Any failure by Managers or Clubs to conduct themselves in accordance with their respective Codes of Conduct will constitute a breach of this
Rule.
Coaching Qualifications
P.4.
Each Manager shall either:
P.4.1.
hold, or have commenced and be actively engaged on the requisite course to obtain, a valid UEFA Pro Diploma; or
P.4.2.
hold the Football Association Coaching Diploma; or
P.4.3.
hold, or have commenced and be actively engaged on the requisite course to obtain, a valid diploma of a similar standard issued by
another national association.
P.5.
No Club shall employ any person as a Manager who does not hold a qualification listed in Rule P.4.
P.6.
Rules P.4 and P.5 shall not apply to Managers until the expiry of 12 weeks from the date of their appointment as such. The Board shall have
power to grant an extension of the 12 weeks period only if reasonably satisfied that a Manager is acting as a temporary replacement for another
who is medically unfit to resume his duties.
Contracts of Employment and Submission to the Secretary
P.7.
The terms of a Manager’s employment must be evidenced in a written contract, a copy of which must be submitted to the Secretary within seven
days of its completion.
Contents of Contracts of Employment
P.8.
Contracts of employment between a Club and a Manager shall:
P.8.1.
include the standard clauses set out in Appendix 7;
P.8.2.
clearly set out the circumstances in which the contract of employment may be determined by either party.
Meetings Re Refereeing Matters
P.9.
All Managers are required to attend in person an annual pre-Season meeting organised by the League or the Professional Game Match Officials
Limited and failure to do so without just cause shall be a breach of these Rules.
P.10.
Each Club shall ensure that its Contract Players attend an annual meeting organised by the League or the Professional Game Match Officials
Limited at the Club. Failure to attend (in the case of a Contract Player) or to take reasonable steps to ensure attendance (in the case of a Club)
without just cause shall be a breach of these Rules.
172
Source: Manchester United plc, 20-F, October 15, 2015
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Broadcasters and Media
P.11.
Each Manager shall when requested to do so attend in person and participate in the interviews, press conferences and other activity required of
Managers pursuant to Section K of these Rules and failure to do so without just cause shall be a breach of these Rules. Such interviews shall not
be arranged in such a manner as to interfere with the Manager’s primary matchday responsibilities as regards team matters.
Disputes
P.12.
Any dispute arising between the parties to a Manager’s contract shall be dealt with under the procedures set out in Section Y of these
Rules (Managers’ Arbitration Tribunal).
Assistant Manager/Head Coach
P.13.
A Club which applies for a UEFA Licence must, in addition to employing a Manager, employ an individual (such as an assistant manager or head
coach) to assist the Manager in all football matters relating to the first team.
173
Source: Manchester United plc, 20-F, October 15, 2015
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,
except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
CLUBS: OPERATIONS
SECTION Q: SCOUTS
Definition
Q.1.
Rules Q.1 to Q.8 shall not apply to a Scout whose duties are solely to identify to his Club Academy Players whose registration the Club may wish
to secure (Youth Development Rules 224 to 236 being applicable to such Scouts).
Registration of Scouts
Q.2.
The Secretary shall keep a register of Scouts.
Q.3.
Each Club upon employing or engaging a Scout shall within 5 days thereof apply to register him by duly completing Form 16, entering the
appropriate information on the Extranet and submitting to the Secretary a copy of the document by which, in accordance with Rule J.2, the Club
binds the Scout to comply with these Rules.
Q.4.
The Secretary shall register a Scout and shall notify the applicant Club to that effect upon being satisfied that:
Q.4.1.
the Club has complied with Rule Q.3 above; and
Q.4.2.
the Scout the subject of the application is not currently registered as the Scout of another Club.
Q.5.
Except during the period of 5 days mentioned in Rule Q.3 above, no Club shall employ a Scout who is not registered under the provisions of this
Section of these Rules unless it has made an application to register him which has yet to be determined.
Q.6.
Upon a Club ceasing to employ or engage a registered Scout it shall within 5 days thereof give notice to that effect in Form 17 to the Secretary
who shall thereupon remove the name of such Scout from the register.
Ident