United statement:
MANCHESTER UNITED PLC
Update on Glazer proposal
The Board of Manchester United PLC (the "Company") welcomes the announcement by the Takeover Panel of a deadline of 17 May 2005 for the Glazer Family Limited Partnership ("Glazer") either to announce a firm intention to make an offer for the Company under Rule 2.5 of the City Code or to announce that it does not intend to make an offer for the Company.
The Board made a submission to the Panel Executive under Rule 2.4(b) of the City Code because it believed that the ongoing uncertainty surrounding the potential Glazer offer is disruptive to the business of the Company and considered that, in the current circumstances, it was in the interests of all concerned to have a definitive timetable. The Board wishes shareholders to be aware of developments since its last announcement.
On 11 February 2005 the Board confirmed that it had received a revised proposal from Glazer. At that time the Board stated its belief that the proposal may be deliverable and that a majority of shareholders would want the Board to permit its development. Against that background, the Board concluded that it must provide limited due diligence, following which Glazer would be able to determine whether it wished to put an offer to shareholders. Glazer had access to the majority of the requested due diligence during February.
In early April, the Board received a further proposal from Glazer, which included a revised capital structure. The Board and its advisers sought to clarify the proposal's associated capital structure and business plan, the potential impact of the proposal on the Company and the potential protections that Glazer was prepared to offer to stakeholders in Manchester United. Glazer sought a recommendation of the proposal from the Board of Manchester United.
The Board remains of the view that the assumptions in the Glazer business plan are aggressive. Furthermore the Board believes that, notwithstanding the changes from the previous proposals, the proposed capital structure, taken as a whole, still contains more leverage than the Board would consider prudent and that as a consequence there is likely to be significant financial strain on the business. The Board recognises, however, that the price of 300p per share is a fair one and may be attractive to some shareholders of Manchester United.
Given the Board's concerns about the potential impact of the proposal on the Company, the Board has informed Glazer that it cannot provide a recommendation to shareholders to accept any offer made on the basis of the current proposal. Whilst recognising that the price under Glazer's proposal is fair, the Board's unanimous view is that they could not support Glazer's proposal (were it to become a formal offer) as being in the best interests of the Company.
It is now for Glazer to determine whether it wishes to put an offer to shareholders, by making an announcement in accordance with Rule 2.5 of the City Code, within the timetable set by the Takeover Panel.
If an offer is made, the Board will provide shareholders with its formal views on the offer. As stated on 11 February 2005, it is ultimately for shareholders to determine whether an offer will succeed.
Note:
Shareholders should note that this announcement has not been made with the approval of Glazer. Accordingly there can be no certainty that in the event that an offer is made it will be in accordance with the terms set out above.
Takeover Panel statement:
Following recent representations made by the advisers to Manchester United, the Panel Executive has been considering the application of Rule 2.4(b) of the Code to the approach by That Cunt Glazer to Manchester United. Following discussions with both parties’ advisers, the Panel Executive has ruled that That Cunt Glazer must, by 12.00 noon on Tuesday, 17 May, either announce a firm intention to make an offer for Manchester United under Rule 2.5 of the Code or announce that it does not intend to make an offer for Manchester United. No extension to this deadline will be granted, except with the consent of the Panel Executive. In the event that That Cunt Glazer announces that it does not intend to make an offer for Manchester United, That Cunt Glazer and any person acting in concert with it will, except with the consent of the Panel Executive, be bound by the restrictions contained in Rule 2.8 of the Code for six months from the date of such announcement.
Each of the parties has accepted this ruling.
28 April 2005