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424B7
MANCHESTER UNITED PLC filed this Form 424B7 on 07/30/2014
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Table of Contents

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 30, 2014

    Filed Pursuant to Rule 424B7
Registration No. 333-191225

Preliminary Prospectus Supplement
(To Prospectus dated October 30, 2013)

8,000,000 Shares

GRAPHIC

Manchester United plc

Class A Ordinary Shares

The selling shareholder named in this prospectus supplement is selling 8,000,000 of our Class A ordinary shares. We will not receive any proceeds from the sale of the Class A ordinary shares by the selling shareholder. See "Selling Shareholder."

Our Class A ordinary shares are traded on the New York Stock Exchange under the symbol "MANU." The last reported sales price of our Class A ordinary shares as reported on the New York Stock Exchange on July 29, 2014 was $19.42 per share.

We have two classes of ordinary shares outstanding: Class A ordinary shares and Class B ordinary shares. The rights of the holders of our Class A ordinary shares and our Class B ordinary shares are identical, except with respect to voting and conversion. Each Class A ordinary share is entitled to one vote per share and is not convertible into any other 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, in the aggregate, at least 10% of the total number of Class A and Class B ordinary shares outstanding. For special resolutions (which are required for certain important matters including mergers and changes to our governing documents), which require the vote of two-thirds of the votes cast, at any time that Class B ordinary shares remain outstanding, the voting power permitted to be exercised by the holders of the Class B ordinary shares will be weighted such that the Class B ordinary shares shall represent, in the aggregate, 67% of the voting power of all shareholders. See "Description of Share Capital — Ordinary Shares" in the accompanying prospectus.

We are an "emerging growth company" under the US federal securities laws and are subject to reduced public company reporting requirements. Investing in our Class A ordinary shares involves a high degree of risk. See "Risk Factors" beginning on page S-15 of this prospectus supplement and on page 7 of the accompanying prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

               

             
 
 

PER SHARE

 

TOTAL

 

Public offering price

  $     $    

Underwriting discounts and commissions

  $     $    

Proceeds to the selling shareholder before expenses

  $     $    
               

Delivery of the Class A ordinary shares is expected to be made on or about                              , 2014. The selling shareholder named in this prospectus supplement has granted the underwriters an option for a period of 30 days to purchase an additional 1,200,000 Class A ordinary shares. We will not receive any proceeds from the sale of the Class A ordinary shares by the selling shareholder.

Jefferies   BofA Merrill Lynch   Credit Suisse

Deutsche Bank Securities   Nomura            

Aon Benfield Securities, Inc.

   

Prospectus supplement dated                        , 2014


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Table of Contents

 
  Page

 

Prospectus Supplement

       

About This Prospectus Supplement

   
S-i
 

Prospectus Supplement Summary

    S-1  

The Offering

    S-10  

Risk Factors

    S-15  

Special Note Regarding Forward-Looking Statements

    S-37  

Exchange Rate Information

    S-39  

Use of Proceeds

    S-40  

Market Price of Our Class A Ordinary Shares

    S-41  

Capitalization

    S-42  

Selected Consolidated Financial and Other Data

    S-43  

Management's Discussion and Analysis of Financial Condition and Results of Operations

    S-46  

Business

    S-74  

Selling Shareholder

    S-100  

Material US Federal Income Tax Consequences

    S-101  

Material Cayman Islands Tax Considerations

    S-105  

Underwriting

    S-106  

Legal Matters

    S-112  

Experts

    S-112  

Where You Can Find More Information; Incorporation by Reference

    S-113  

Prospectus

   
 
 

About This Prospectus

   
1
 

Where You Can Find More Information; Incorporation by Reference

    2  

Our Company

    4  

Special Note Regarding Forward-Looking Statements

    5  

Risk Factors

    7  

Use of Proceeds

    8  

Ratio of Earnings to Fixed Charges

    9  

Description of Share Capital

    10  

Description of Debt Securities

    19  

Description of Warrants

    27  

Global Securities

    29  

Selling Shareholders

    32  

Plan of Distribution

    33  

Legal Matters

    35  

Experts

    35  

Enforceability of Civil Liabilities

    35  


Table of Contents


ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part, this prospectus supplement, and the second part, the accompanying prospectus, are each part of a registration statement on Form F-3 that we filed with the Securities and Exchange Commission, or the "SEC," using a "shelf" registration process. Under this shelf registration process, we and the selling shareholder may sell shares of our Class A ordinary shares in one or more offerings. In this prospectus supplement, we provide you with specific information about the terms of this offering and updates with respect to information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The accompanying prospectus, including the documents incorporated by reference herein, provides more general information, some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or in any document incorporated by reference that was filed with the SEC before the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference in the accompanying prospectus — the statement in the document having the later date modifies or supersedes the earlier statement.

We, the selling shareholder and the underwriters have not authorized any other person to provide you with different or additional information other than that contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus. We, the selling shareholder and the underwriters take no responsibility for, and can make no assurance as to the reliability of, any other information that others may give you. We, the selling shareholder and the underwriters will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement and the accompanying prospectus is accurate as of the date on its respective cover, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates.

The terms "dollar," "USD" or "$" refer to US dollars, the terms "pounds sterling," "pence," "p" or "£" refer to the legal currency of the United Kingdom and the terms "€" or "euro" are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the treaty establishing the European Community, as amended.

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

    the Football Association Premier League sponsored by Barclays (the "Premier League");

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

The term "first team" refers to the players selected to play for our most senior team.

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THE REORGANIZATION TRANSACTIONS AND INITIAL PUBLIC OFFERING

Before August 9, 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 described below, Red Football Shareholder Limited was a direct, wholly-owned subsidiary of Red Football LLC, a Delaware limited liability company. On April 30, 2012, Red Football LLC formed a wholly-owned subsidiary, Manchester United Ltd., an exempted company with limited liability incorporated under the Companies Law (2011 Revision) of the Cayman Islands, as amended and restated from time to time (the "Companies Law"). On August 8, 2012, Manchester United Ltd. changed its legal name to Manchester United plc.

On August 9, 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 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. In this prospectus, we refer to all of these events 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 June 30, 2013 and 2012 and for the years ended June 30, 2013, 2012 and 2011 incorporated by reference in this prospectus supplement. The Reorganization Transactions have been treated as a capital reorganization. In accordance with International Financial Reporting Standards ("IFRS"), historic earnings per share calculations and the balance sheet as of June 30, 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 August 10, 2012, Manchester United plc 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 Manchester United plc.


PRESENTATION OF FINANCIAL AND OTHER DATA

We report under IFRS, as issued by the International Accounting Standards Board ("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 prospectus supplement and accompanying prospectus is presented for the following entities:

    with respect to the financial information presented as of and for the years ended June 30, 2012 and 2011, Red Football Shareholder Limited and its consolidated subsidiaries; and

    with respect to the financial information presented as of and for the year ended June 30, 2013 and as of and for the nine months ended March 31, 2014 and March 31, 2013, Manchester United plc and its consolidated subsidiaries.

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MARKET AND INDUSTRY DATA

This prospectus supplement and the accompanying prospectus contain 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 differences in consumer behavior and any references to our followers in this prospectus should be viewed in that light.

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

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

    television viewership data compiled by futures sports + entertainment — Mediabrands International Limited for the 2012/13 season (the "Futures Data");

    Deloitte Touche Tohmatsu Limited's "Annual Review of Football Finance 2009" (the "Deloitte Annual Review"); and

    a paper published by AT Kearney, Inc. in 2011 entitled "The Sports Market" ("AT Kearney").


TRADEMARKS

We have proprietary rights to trademarks used in this prospectus supplement and the accompanying prospectus which are important to our business, many of which are registered under applicable intellectual property laws. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the "®" or "TM" symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies' trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Each trademark, trade name or service mark of any other company appearing in this prospectus supplement and the accompanying prospectus is the property of its respective holder.

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PROSPECTUS SUPPLEMENT SUMMARY

This prospectus supplement summary highlights certain information appearing elsewhere in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. This prospectus supplement summary is qualified in its entirety by the more detailed information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein. Before investing, you should read the entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein carefully, including the information under "Risk Factors" beginning on page S-15 of this prospectus supplement and on page 7 of the accompanying prospectus, "Management's Discussion and Analysis of Financial Condition and Results of Operations" beginning on page S-46 of this prospectus supplement and our consolidated financial statements and the related notes thereto incorporated by reference herein. This prospectus supplement and the accompanying prospectus contain or incorporate by reference forward-looking statements that involve risks and uncertainties. See "Special Note Regarding Forward-Looking Statements" beginning on page S-37 of this prospectus supplement and on page 5 of the accompanying prospectus.

Except where the context otherwise requires or where otherwise indicated, the terms "Manchester United," the "Company," "we," "us," "our," "our company" and "our business" refer, prior to the Reorganization Transactions discussed above, to Red Football Shareholder Limited and, after the Reorganization Transactions, to Manchester United plc, in each case together with its consolidated subsidiaries as a consolidated entity.

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 136-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, new media & mobile, broadcasting and matchday. We attract leading global companies such as adidas, Aon, General Motors (Chevrolet) and Nike that want access and exposure to our community of followers and association with our brand.

Our global community of followers engages with us in a variety of ways:

    During the 2012/13 season, our games generated a cumulative audience reach of over 3 billion viewers, according to the Futures Data, across 191 countries. On a per game basis, our 54 games attracted an average live cumulative audience reach of 47 million per game, based on the Futures Data.

    Approximately 5 million items of Manchester United branded licensed products were sold in the last year, including approximately 2 million Manchester United jerseys. Manchester United branded products are sold through around 200 licensees in about 120 countries.

    Our products are sold through approximately 10,000 doors worldwide.

    Premier League games at our home stadium, Old Trafford, have been sold out since the 1997/98 season. In the 2013/14 season, our 28 home games were attended by over 2 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 21 exhibition games in Australia, China, Germany, Hong Kong, Ireland, Japan, Norway, South Africa, Sweden, Thailand and the United States.

 

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    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 June 30, 2014, the CRM database holds in excess of 37 million records, as compared to 32 million records as of June 30, 2013, an increase of approximately 5 million, or 15.4%.

    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 twelve months ended June 30, 2014 attracted an average of approximately 47 million page views and approximately 5.7 million unique visitors per month.

    We have a very popular brand page on Facebook with over 53.0 million connections. In comparison, the New York Yankees have approximately 7.9 million Facebook connections and the Dallas Cowboys have approximately 7.0 million Facebook connections. Furthermore, Apple and Google, which were ranked first and second on Interbrand's 'Best Global Brands 2013' survey, have 12.5 million and 17.6 million Facebook connections, respectively.

    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 2.8 million followers.

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 new media & mobile. We believe that Commercial 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 contracted global sponsorships include leading brands such as adidas, Aeroflot, Aon, Bulova, Bwin, Campari, Chevrolet, Concha y Toro, DHL, Epson, Kansai, Nike, Nissin, Singha, Toshiba and Yanmar. In addition to our global sponsorships, we also have regional sponsors, such as Apollo, Cho-A Pharm, Federal, Gloops, Honda, Hong Kong Jockey Club, Kagome, Manda, Multistrada, Pepsi, Unilever and Wahaha, who are our sponsors across a variety of products and categories in certain regions and local markets around the world. Our sponsorship revenue was £90.9 million, £63.1 million and £54.9 million for each of the years ended June 30, 2013, 2012 and 2011, 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 e-commerce platforms, as well as our partners' wholesale distribution channels. All of our retail, merchandising, apparel & product licensing business is currently managed by Nike, who pays us a minimum guaranteed amount and a share of the business' cumulative profits. During the 2012/13 season, we received £25.3 million, which reflects the minimum guaranteed amount. We also recognized an additional £12.8 million, which represents a proportion of the 50% cumulative profits due under the Nike agreement during the 2012/13 season as compared to the £8.4 million profit share we recognized during the 2011/12 season. Our retail, merchandising, apparel & product licensing revenue was £38.6 million, £33.8 million and £31.3 million for each of the years ended June 30, 2013, 2012 and 2011, respectively.

 

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      New Media & Mobile:  Due to the power 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 new media & mobile revenue was £23.0 million, £20.7 million and £17.2 million for each of the years ended June 30, 2013, 2012 and 2011, respectively.

      Our Commercial revenue was £152.4 million, £117.6 million and £103.4 million for each of the years ended June 30, 2013, 2012 and 2011, respectively, and grew at a compound annual growth rate of 21.4% from fiscal year 2011 through fiscal year 2013. The growth rate of our Commercial revenue from fiscal year 2011 to fiscal year 2012 was 13.7% and from fiscal year 2012 to fiscal year 2013 was 29.7%. Our historical growth rates do not guarantee that we will achieve comparable rates in the future.

      Our other two revenue sectors, Broadcasting and Matchday, provide predictable cash flow and global media exposure that enables us to continue to invest in the success of the team and expand our brand.

    Broadcasting:  We benefit from the distribution and broadcasting of live football content directly from the revenue we receive and indirectly through increased global exposure for our commercial partners. Broadcasting revenue is derived from the global television rights relating to the Premier League, Champions League and other competitions. In addition, our wholly-owned global television channel, MUTV, delivers Manchester United programming to over 85 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 £101.6 million, £104.0 million and £117.2 million for each of the years ended June 30, 2013, 2012 and 2011, respectively.

    Matchday:  We believe Old Trafford is one of the world's iconic sports venues. It currently seats 75,635 and is the largest sporting 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 £109.1 million, £98.7 million and £110.8 million for each of the years ended June 30, 2013, 2012 and 2011, respectively.

Total revenue for the years ended June 30, 2013, 2012 and 2011 was £363.2 million, £320.3 million and £331.4 million, respectively. During this same period, Adjusted EBITDA was £108.6 million, £91.6 million and £109.7 million, respectively. For a discussion of our use of Adjusted EBITDA and a reconciliation to profit for the period, see "— Summary Consolidated Financial and Other Data" and "Selected Consolidated Financial and Other Data." Operating profit for the years ended June 30, 2013, 2012 and 2011 was £62.0 million, £44.9 million and £63.3 million, respectively. Profit for the period for the years ended June 30, 2013, 2012 and 2011 was £146.4 million, £23.3 million and £13.0 million, respectively.

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

 

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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 on-going success is supported by our highly developed football infrastructure and global scouting network.

    A globally recognized brand with a large, worldwide following:  Our 136-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 contracted global sponsorships include leading brands such as adidas, Aeroflot, Aon, Bulova, Bwin, Campari, Chevrolet, Concha y Toro, DHL, Epson, Kansai, Nike, Nissin, Singha, Toshiba and Yanmar. In addition to our global sponsorships, we also have regional sponsors, such as Apollo, Cho-A Pharm, Federal, Gloops, Honda, Hong Kong Jockey Club, Kagome, Manda, Multistrada, Pepsi, Unilever and Wahaha, who are our sponsors across a variety of products and categories in certain regions and local markets 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.

    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 on-going growth opportunity.

    Seasoned management team and committed ownership:  Our senior management has considerable experience and expertise in the football, commercial, media and finance industries.

Our Strategy

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

    Expand our portfolio of global and regional sponsors:  We are well-positioned to continue to secure sponsorships with leading brands. Over the last few years, we have implemented a proactive approach to identifying, securing and supporting sponsors. This has resulted in a 28.7% compound annual growth rate in our sponsorship revenue from fiscal year 2011 through fiscal year 2013 (the growth rate from fiscal year 2011 to fiscal year 2012 was 14.9% and from fiscal year 2012 to fiscal year 2013 was 44.1%). During fiscal year 2013, we announced 7 global sponsorship partnerships

 

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      including a highly attractive shirt sponsorship deal with Chevrolet, 4 regional sponsorship partnerships, and 9 financial services and telecom agreements. Moreover, during the nine months ended March 31, 2014, we announced 3 global sponsorship partnerships, 7 regional sponsorship partnerships and 7 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 expanding a regional sponsorship model, 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 already successfully completed multiple sponsorship contracts, and we are planning to open an office in North America. These are in addition to our London and Manchester offices.

    Further develop our retail, merchandising, apparel & product licensing business:  We will focus on growing this business on a global basis by increasing our product range and improving distribution through further development of our wholesale, retail and e-commerce channels. 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, and we may retain, redefine or limit some of the rights currently held and managed by our existing partner. 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 and FA Cups, 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 expenditure and player wages to retain talent and enhance the caliber of our team in the near term. We will also continue to invest in our facilities, including 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 new media 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 new media & mobile opportunities:  The rapid shift of media consumption towards internet, mobile and social media platforms presents us with multiple growth opportunities and new revenue streams. Our digital media platforms, such as mobile sites, applications and social media, are expected to become one of the primary methods by which we engage and transact with our followers around the world. 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 new media 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

 

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      and other social media as a means of further engaging with our followers and creating a source of traffic for our digital media assets. Our new media & mobile offerings are in the early stages of development and present opportunities for future growth. We believe we have the opportunity to further leverage our extensive CRM database, which includes over 37 million CRM records, and our more than 53 million Facebook connections. We plan to implement a 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 2013, the Premier League finalized the sale of television rights for the three seasons commencing with the 2013/14 season. Based on current forecasts provided by the Premier League, we expect that, in the aggregate, the value to the Premier League of the domestic and international broadcast rights for the current three-year cycle ending with the 2015/16 season will be approximately £5.0 billion, compared to £3.5 billion from the previous three-year cycle. This demonstrates how the value of live sports programming has grown dramatically in recent years due to changes in how television content is distributed and consumed. 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 85 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.

    Diversify revenue and improve margins:  We aim to increase the revenue and operating margins of our business as we further expand our high growth commercial businesses, including sponsorship, retail, merchandising, licensing and new media & mobile.

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.

Risks Affecting Us

We are subject to numerous risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flow and prospects. Please read the section entitled "Risk Factors" beginning on page S-15 of this prospectus supplement and on page 7 of the accompanying prospectus for a discussion of some of the factors you should carefully consider before deciding to invest in our Class A ordinary shares.

In particular, we have and will continue to be subject to the challenges of operating in our industry. These challenges and risks include, among other things, competition for key players and other personnel, increases in operating costs, such as player salaries and transfer costs, and our ability to manage our growth efficiently. For example, net of profit on disposal of players' registrations, we realized a loss in three out of the last five fiscal years (largely the result of finance costs that have since been significantly reduced through our deleveraging in fiscal year 2010 and fiscal year 2013, together with the partial refinancing of our senior secured notes with a new term loan facility in fiscal year 2013). As of March 31, 2014, we had

 

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total indebtedness of £351.7 million. In addition, although our profit for our years ended June 30, 2013 and 2012 was £146.4 million and £23.3 million, respectively, such amounts include tax credits of £155.2 million and £28.0 million, respectively. Net of those tax credits, we would have realized a loss in each of our fiscal years ended June 30, 2013 and 2012.

Recent Developments

Preliminary Estimates for our Fiscal Year Ended June 30, 2014

Set forth below are certain preliminary estimates of our results of operations that we expect to report for our fiscal year ended June 30, 2014.

    Our total revenue is expected to be approximately £429 million to £434 million, representing an increase of 18.1% to 19.5% when compared to £363.2 million for the year ended June 30, 2013.

    Commercial revenue is expected to be approximately £188 million to £190 million, representing an increase of 23.3% to 24.6% when compared to £152.4 million for the year ended June 30, 2013, primarily as a result of a significant increase from the pre-season tour, higher sponsorship renewals and the activation of new global and regional sponsorships.

    Broadcasting revenue is expected to be approximately £134 million to £136 million, representing an increase of 31.9% to 33.9% when compared to £101.6 million for the year ended June 30, 2013, primarily due to increased revenue from the Premier League domestic and international rights agreements and an increase in revenue from the UEFA Champions League as a result of finishing first in the Premier League in the 2012/13 season compared to second in the 2011/12 season and also as a result of reaching the quarter-final stage compared to the round of 16 stage in the UEFA Champions League in the prior year.

    Matchday revenue is expected to be approximately £107 million to £109 million, representing a decrease of 1.9% to 0.1% when compared to £109.1 million for the year ended June 30, 2013, primarily as a result of hosting a number of matches at Old Trafford during the 2012 Olympic Games in the prior year.

    Our total operating expenses are expected to be approximately £369 million to £373 million, representing an increase of 18.9% to 20.2% when compared to £310.3 million for the year ended June 30, 2013, primarily as a result of the impact of player acquisitions and renegotiated player contracts.

    Our profit for the year is expected to be approximately £23 million to £25 million, a decrease of 84.3% to 82.9% when compared to £146.4 million for the year ended June 30, 2013, primarily as a result of a significant tax credit in the year ended June 30, 2013.

    We currently estimate that our net finance costs will be approximately £26.5 million to £28.5 million, tax expense will be approximately £16 million to £18 million, depreciation will be approximately £8.5 million to £9 million, amortization of players' registrations will be approximately £53.5 million to £54.5 million, profit on disposal of players' registrations will be approximately £6.5 million to £7.5 million and operating expenses — exceptional items will be approximately £5 million to £5.5 million. Having assessed all the individual line items, we currently anticipate Adjusted EBITDA to be approximately £128 million to £130 million, representing an increase of 17.9% to 19.7% when compared to £108.6 million for the year ended June 30, 2013, primarily reflecting the increased Commercial and Broadcasting revenues, partially offset by slightly lower Matchday revenue and an increase in operating expenses.

Adjusted EBITDA is a non-IFRS measure. For a definition of Adjusted EBITDA and, for the fiscal year 2013 data referred to above, a reconciliation to profit, the most comparable IFRS measure, as well as the reasons why management believes the inclusion of Adjusted EBITDA is useful to provide additional information to investors about our performance, see "Selected Consolidated Financial and Other Data."

 

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We expect our net player capital expenditure for our fiscal year 2014 to be approximately £79 million and our general capital expenditure (property, plant and equipment) will be approximately £11 million. Net player capital expenditure has and will vary significantly from period to period. We expect that trend to continue, as competition for talented players may force clubs to spend increasing amounts on player registration fees. As we remain committed to attracting and retaining the highest quality players, increases in player capital expenditure will likely result in increases in expenditures for player wages. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources."

The playing registrations of certain of our players have been disposed of, subsequent to June 30, 2014, for total proceeds, net of associated costs, of £1,649,000. The associated net book value was £1,516,000. Subsequent to June 30, 2014 the playing registrations of certain players were acquired or extended for a total consideration, including associated costs, of £674,000.

As of June 30, 2014, we had approximately £66 million of cash and cash equivalents and approximately £342 million of borrowings outstanding.

We have provided a range for our preliminary results described above because our financial closing procedures for our fiscal quarter and our fiscal year ended June 30, 2014 are not yet complete. We currently expect that our final results will be within the ranges described above. However, the estimates described above are preliminary and represent the most current information available to management. Therefore, it is possible that our actual results may differ materially from these estimates due to the completion of our financial closing procedure, final adjustments and other developments that may arise between now and the time our financial results for our fiscal year 2014 are finalized.

We expect to complete our financial closing procedures for our fiscal quarter and our fiscal year ended June 30, 2014 in August 2014. Accordingly, you should not place undue reliance on these estimates. The preliminary financial data for our fiscal year 2014 included in this prospectus supplement has been prepared by, and is the responsibility of, our management and has not been reviewed or audited or subject to any other procedures by our independent registered public accounting firm. Accordingly, our independent registered public accounting firm does not express an opinion or any other form of assurance with respect to this preliminary financial data.

Global Technical Sponsorship and Dual Branded Licensing Rights Agreement

We have reached 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 over the 10-year term of the agreement or an average of £75 million per year, though actual cash payments per year will vary, subject to certain adjustments including those described below.

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 non-participation 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.

 

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The minimum guarantee does not include payments for 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.

The consideration does not include the value of the adidas products that will be supplied annually to the club or performance related incentives and bonuses. The club 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.

For the 2014/15 season, Nike will continue in its role of technical sponsor and trademark licensee.

Corporate Information

We were incorporated in the Cayman Islands on April 30, 2012 as an exempted company with limited liability under the Companies Law (2011 Revision) of the Cayman Islands, as amended and restated from time to time. Exempted companies are Cayman Islands companies whose operations are conducted mainly outside the Cayman Islands. Pursuant to a group reorganization as described in the section entitled "The Reorganization Transactions and Initial Public Offering," we became the holding company of the subsidiaries comprising the Company.

Our principal executive office is located at Old Trafford, Sir Matt Busby Way, Manchester M16 0RA, United Kingdom and our telephone number is +44 (0) 161 868 8000. Our website is www.manutd.com. The information on our website is not incorporated by reference into this prospectus, and you should not consider information contained on our website to be a part of this prospectus or in deciding whether to purchase our Class A ordinary shares.

Implications of Being an Emerging Growth Company

We qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

    a requirement to have less than five years of selected financial data; and

    an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002.

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 prospectus, although we may choose to do so in future filings and if we do, the information that we provide shareholders may be different than you might get from other public companies in which you hold equity.

The JOBS Act permits an "emerging growth company" 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.

 

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THE OFFERING

The offering

  8,000,000 Class A ordinary shares offered by the selling shareholder.

Selling shareholder

 

The selling shareholder in this offering is Red Football LLC. After giving effect to this offering, Red Football LLC will control 37.76% of our issued and outstanding Class A ordinary shares and 83.06% of our issued and outstanding Class B ordinary shares, representing 81.66% of the voting power of all shareholders. See "Selling Shareholder."

Class A ordinary shares to be outstanding after this offering

 

39,777,957 shares.

Class B ordinary shares to be outstanding after this offering

 

124,000,000 shares.

Option to purchase additional shares

 

The selling shareholder has granted the underwriters a 30-day option to purchase up to 1,200,000 Class A ordinary shares.

Voting rights

 

We have two classes of ordinary shares outstanding: Class A ordinary shares and Class B ordinary shares. The rights of the holders of our Class A ordinary shares and our Class B ordinary shares are identical, except with respect to voting and conversion. Each Class A ordinary share is entitled to one vote per share and is not convertible into any other 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, in the aggregate, at least 10% of the total number of Class A and Class B ordinary shares outstanding. For special resolutions (which are required for certain important matters including mergers and changes to our governing documents), which require the vote of two-thirds of the votes cast, at any time that Class B ordinary shares remain outstanding, the voting power permitted to be exercised by the holders of the Class B ordinary shares will be weighted such that the Class B ordinary shares shall represent, in the aggregate, 67% of the voting power of all shareholders. As a result of its ownership of Class B ordinary shares, our principal shareholder will have the ability to determine the outcome of all matters submitted to our shareholders for approval, including the election and removal of directors and any merger, consolidation, or sale of all or substantially all of our assets. See "Description of Share Capital — Ordinary Shares" in the accompanying prospectus.

 

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The Class A ordinary shares and Class B ordinary shares outstanding after this offering will represent approximately 24.3% and 75.7%, respectively, of the total number of shares of our Class A and Class B ordinary shares outstanding after this offering and 3.1% and 96.9%, respectively, of the combined voting power of our Class A and Class B ordinary shares outstanding after this offering, assuming no exercise by the underwriters of their option to purchase up to 1,200,000 additional Class A ordinary shares.

Use of proceeds

 

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

Dividend policy

 

We do not currently intend to pay cash dividends on our Class A ordinary shares in the foreseeable future. However, if we do pay a cash dividend on our Class A ordinary shares in the future, we will pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law. Our board of directors has complete discretion regarding the declaration and payment of dividends, and our principal shareholder will be able to influence our dividend policy.

New York Stock Exchange symbol

 

"MANU"

Risk factors

 

Investing in our Class A ordinary shares involves risks. See "Risk Factors" beginning on page S-15 of this prospectus supplement and on page 7 of the accompanying prospectus for a discussion of factors you should carefully consider before deciding to invest in our Class A ordinary shares.

Unless otherwise indicated, all information in this prospectus supplement relating to the number of our Class A ordinary shares outstanding excludes the 15,907,743 Class A ordinary shares that are reserved and remain available for future issuance under our 2012 Equity Incentive Award Plan.

Unless otherwise indicated, all information in this prospectus supplement assumes no exercise by the underwriters of their option to purchase up to 1,200,000 additional Class A ordinary shares from the selling shareholder.

 

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SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following summary consolidated financial data should be read in conjunction with, and is qualified in its entirety by the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes incorporated by reference herein.

Prior to the Reorganization Transactions, 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 June 30, 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 year ended June 30, 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 per share calculations. See "The Reorganization Transactions and Initial Public Offering."

We prepare our consolidated financial statements in accordance with IFRS as issued by IASB. The summary consolidated financial and other data presented as of and for the years ended June 30, 2013, 2012 and 2011 have been derived from our audited consolidated financial statements and the notes thereto incorporated by reference herein. Our historical results for any prior period are not necessarily indicative of results expected in any future period.

The summary consolidated financial and other data presented for the nine months ended March 31, 2014 and 2013, and as of March 31, 2014, have been derived from our unaudited interim condensed consolidated financial statements and the notes thereto incorporated by reference herein. In the opinion of management, the unaudited interim condensed consolidated financial data presented in this prospectus supplement have been prepared on the same basis as our audited consolidated financial statements and reflect all adjustments, consisting only of normal recurring adjustments, which we consider necessary for a fair presentation of our financial position and results of operations for such periods. The summary consolidated financial and other data for the nine months ended March 31, 2014 and 2013, and as of March 31, 2014, are not necessarily indicative of the financial and other data to be expected as of and for the year ended June 30, 2014 or any future period.

The summary consolidated financial information for the twelve month period ended March 31, 2014 have been derived from our audited consolidated financial statements for the year ended June 30, 2013 and our unaudited condensed consolidated financial statements for the nine month periods ended March 31, 2014 and 2013. While this information represents a full twelve month period, the results are not necessarily indicative of results to be expected for a full financial year and may be materially different from our annual results.

 

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  Year ended June 30,   Nine months ended
March 31,
 
Twelve
months ended
March 31,
 
 
  2011   2012   2013   2013   2014   2014  
 
  (in £ thousands, except share and per share data)
 

Income Statement Data:

                                     

Revenue

    331,441     320,320     363,189     278,093     336,943     422,039  
                           

Analyzed as:

                                     

Commercial revenue

    103,369     117,611     152,441     114,522     144,986     182,905  

Broadcasting revenue

    117,249     103,991     101,625     74,988     101,861     128,498  

Matchday revenue

    110,823     98,718     109,123     88,583     90,096     110,636  
                           

Operating expenses — before exceptional items

    (267,986 )   (274,411 )   (304,120 )   (223,170 )   (269,129 )   (350,079 )
                           

Analyzed as:

                                     

Employee benefit expenses

    (152,915 )   (161,688 )   (180,523 )   (129,363 )   (157,937 )   (209,097 )

Other operating expenses

    (68,837 )   (66,983 )   (74,114 )   (57,192 )   (65,755 )   (82,677 )

Depreciation

    (6,989 )   (7,478 )   (7,769 )   (5,743 )   (6,274 )   (8,300 )

Amortization of players' registrations

    (39,245 )   (38,262 )   (41,714 )   (30,872 )   (39,163 )   (50,005 )

Operating expenses — exceptional items

    (4,667 )   (10,728 )   (6,217 )   (3,879 )   (293 )   (2,631 )
                           

Total operating expenses

    (272,653 )   (285,139 )   (310,337 )   (227,049 )   (269,422 )   (352,710 )

Operating profit before profit on disposal of players' registrations

    58,788     35,181     52,852     51,044     67,521     69,329  

Profit on disposal of players' registrations

    4,466     9,691     9,162     8,025     4,203     5,340  
                           

Operating profit

    63,254     44,872     62,014     59,069     71,724     74,669  
                           

Finance costs

    (52,960 )   (50,315 )   (72,082 )   (40,360 )   (21,562 )   (53,284 )

Finance income

    1,710     779     1,275     441     143     977  
                           

Net finance costs

    (51,250 )   (49,536 )   (70,807 )   (39,919 )   (21,419 )   (52,307 )
                           

Profit/(loss) on ordinary activities before tax

    12,004     (4,664 )   (8,793 )   19,150     50,305     22,362  

Tax credit/(expense)

    986     27,977     155,212     21,170     (20,644 )   113,398  
                           

Profit for the period

    12,990     23,313     146,419     40,320     29,661     135,760  
                           
                           

Attributable to:

                                     

Owners of the parent

    12,649     22,986     146,250     40,151     29,661     135,760  

Non-controlling interest

    341     327     169     169     0     0  

Weighted average number of ordinary shares (thousands)

    155,352     155,352     162,895     162,586     163,815     163,814  

Basic and diluted earnings per share (pence)

    8.14     14.80     89.78     24.70     18.11     82.87  

Other Data:

                                     

Commercial revenue

    103,369     117,611     152,441     114,522     144,986     182,905  

Analyzed as:

                                     

Sponsorship revenue

    54,925     63,121     90,865     69,619     104,903     126,561  

Retail, merchandising, apparel & products licensing revenue

    31,268     33,787     38,609     28,063     28,176     38,722  

New media & mobile revenue

    17,176     20,703     22,967     16,840     11,907     17,622  

EBITDA(1)

    109,488     90,612     111,497     95,684     117,161     132,974  

Adjusted EBITDA(1)

    109,689     91,649     108,552     91,538     113,251     130,265  

Net cash used in investing activities

    (18,569 )   (72,249 )   (48,847 )   (43,947 )   (62,053 )   (66,952 )

 

 

   
 
  As of June 30,  
As of March 31,
 
 
  2011   2012   2013   2013   2014  
 
  (in £ thousands)
 

Balance Sheet Data:

                               

Cash and cash equivalents

    150,645     70,603     94,433     36,211     34,344  

Total assets

    1,017,188     947,148     1,118,311     947,365     1,093,229  

Total liabilities

    796,765     712,051     670,351     605,515     593,738  

Total equity

    220,423     235,097     447,960     341,850     499,491  

Equity attributable to owners of the parent

    222,753     237,100     447,960     341,850     499,491  

 

 

 

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Season
 
 
  2010/11   2011/12   2012/13  

Games Played:

                   

Premier League

    38     38     38  

European Games

    13     10     8  

Domestic Cups

    8     5     8  

 

 
(1)
We define EBITDA as profit/(loss) for the period before net finance costs, tax (expense)/credit, depreciation, and amortization of players' registrations, and we define Adjusted EBITDA as EBITDA adjusted for the items set forth in the table below. EBITDA and Adjusted EBITDA are non-IFRS measures and not uniformly or legally defined financial measures. Such measures are not a substitute for IFRS measures in assessing our overall financial performance. Because EBITDA and Adjusted EBITDA are not measurements determined in accordance with IFRS, and are susceptible to varying calculations, EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures presented by other companies. Adjusted EBITDA is included in this prospectus supplement because it is a measure of our operating performance and we believe that Adjusted EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies in industries similar to ours. We also believe Adjusted EBITDA is useful to our management and investors as a measure of comparative operating performance from period to period and among companies as it is reflective of changes in pricing decisions, cost controls and other factors that affect operating performance, and it removes the effect of our capital structure (primarily interest expense), asset base (primarily depreciation and amortization) and items outside the control of our management (primarily income taxes and interest income and expense). Our management also uses Adjusted EBITDA for planning purposes, including the preparation of our annual operating budget and financial projections. EBITDA and Adjusted EBITDA have limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for an analysis of our results as reported under IFRS as issued by IASB.

The following is a reconciliation of EBITDA and Adjusted EBITDA to profit for the periods presented:

   
 
  Year ended June 30,   Nine months ended
March 31,
 
Twelve
months ended
March 31,
 
 
  2011   2012   2013   2013   2014   2014  
 
  (in £ thousands)
 

Profit for the period

    12,990     23,313     146,419     40,320     29,661     135,760  

Adjustments

                                     

Net finance costs

    51,250     49,536     70,807     39,919     21,419     52,307  

Tax (credit)/expense

    (986 )   (27,977 )   (155,212 )   (21,170 )   20,644     (113,398 )

Depreciation

    6,989     7,478     7,769     5,743     6,274     8,300  

Amortization of players' registrations

    39,245     38,262     41,714     30,872     39,163     50,005  
                           

EBITDA

    109,488     90,612     111,497     95,684     117,161     132,974  

Adjustments

                                     

Profit on disposal of players' registrations

    (4,466 )   (9,691 )   (9,162 )   (8,025 )   (4,203 )   (5,340 )

Operating expenses — exceptional items

    4,667     10,728     6,217     3,879     293     2,631  
                           

Adjusted EBITDA

    109,689     91,649     108,552     91,538     113,251     130,265  

 

 

 

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RISK FACTORS

An investment in our Class A ordinary shares involves a high degree of risk. You should carefully read and consider the risk factors set forth below and in the accompanying prospectus, as well as the risk factors in our most recent Annual Report on Form 20-F that we have incorporated by reference into this prospectus supplement, before deciding to invest in our Class A ordinary shares. If any of these risks actually occurs, our business, results of operations, financial condition and cash flow could be materially impaired. The trading price of our Class A ordinary shares could decline due to any of these risks, and you could lose all or part of your investment. When determining whether to buy our Class A ordinary shares in this offering, you should also read carefully the other information in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference, including our financial statements and related notes thereto.

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 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

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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;
    new media & mobile revenue through telecom partnerships and our website;
    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.

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It may not be possible to renew or replace key commercial agreements on similar or better terms, or attract new sponsors.

Our Commercial revenue for each of the years ended June 30, 2013, 2012 and 2011 represented 42.0%, 36.7% and 31.2% of our total revenue, respectively. The substantial majority of our commercial revenue is generated from commercial agreements with our sponsors, and these agreements have finite terms. When these contracts do expire, we may not be able to renew or replace them with contracts on similar or better terms or at all. Our most important commercial contracts include contracts with global, regional, mobile, media and supplier sponsors representing industries including financial services, automotive, beverage, airline, timepiece, betting and telecommunications, which typically have contract terms of two to five years.

If we fail to renew or replace these key commercial agreements on similar or better terms, we could experience a material reduction in our Commercial and sponsorship revenue. Such a reduction could have a material adverse effect on our overall revenue and our ability to continue to compete with the top football clubs in England and Europe.

As part of our business plan, we intend to continue to grow our sponsorship portfolio by developing and expanding our geographic and product categorized approach, which will include partnering with additional global sponsors, regional sponsors, and mobile and media operators. We may not be able to successfully execute our business plan in promoting our brand to attract new sponsors. We are subject to certain contractual restrictions under our current sponsorship agreement with Nike, and will be subject to certain contractual restrictions under our new sponsorship agreement with adidas, that may affect our ability to expand on our categories of sponsors, including certain restrictions on our ability to grant sponsorship, suppliership, advertising and promotional rights to certain types of businesses. We cannot assure you that we will be successful in implementing our business plan or that our Commercial and sponsorship revenue will continue to grow at the same rate as it has in the past or at all. Any of these events could negatively affect our ability to achieve our development and commercialization goals, which could have a material adverse effect on our business, results of operations, financial condition and cash flow.

Negotiation and pricing of key media contracts are outside our control and those contracts may change in the future.

For each of the years ended June 30, 2013, 2012 and 2011, 30.8%, 32.6% and 39.8% of our Broadcasting revenue, respectively, was generated from the media rights for Champions League matches, and 60.5%, 59.0% and 51.4% of our Broadcasting revenue, respectively, was generated from the media rights for Premier League matches. Contracts for these media rights and certain other revenue for those competitions (both domestically and internationally) are negotiated collectively by the Premier League and the Union of European Football Associations ("UEFA"). We are not a party to the contracts negotiated by the Premier League and UEFA. Further, we do not participate in and therefore do not have any direct influence on the outcome of contract negotiations. As a result, we may be subject to media rights contracts with media distributors with whom we may not otherwise contract or media rights contracts that are not as favorable to us as we might otherwise be able to negotiate individually with media distributors. Furthermore, the limited number of media distributors bidding for Premier League and Champions League media rights may result in reduced prices paid for those rights and a decline in revenue received from our media contracts.

In addition, although an agreement has been reached for the sale of Premier League domestic and international broadcasting rights through the end of the 2015/16 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. Moreover, if international broadcasting revenue becomes an increasingly large portion of total revenue for the Premier League, a single club's domestic success and corresponding revenue may be outweighed by international media rights, which are distributed among all Premier League clubs in even proportion. As a result, success of our first team in the Premier League could become less of an overall competitive advantage.

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Future intervention by the European Commission, the European Court of Justice (the "ECJ") or other competent authorities and courts having jurisdiction may also have a negative effect on our revenue from media rights. For example, on October 4, 2011, the ECJ ruled on referrals it had received from English courts involving the cases of the Premier League & others vs. QC Leisure & Others / Karen Murphy vs. Media Protection Services. The ruling held that any agreement designed to guarantee country-by-country exclusivity within the European Union (the "EU") (i.e. by stopping any cross-border provision of broadcasting services) is deemed to be anti-competitive and prohibited by EU competition law. The ECJ also addressed copyright matters and determined that (i) there is no copyright in an actual football match itself but there is copyright in other elements such as the broadcast of the match or the copyright holder's logo and music; (ii) a copyright is not infringed where a member of the public in the EU buys a decoder and card from within the EU and watches a match in his own home; and (iii) a copyright may be infringed where commercial premises broadcast a match to the public. This decision has created uncertainty as to the commercial viability of copyright holders continuing to adopt the same country-by-country sales model within the EU as they have adopted previously. A change of sales model could negatively affect the amount which copyright holders, such as the Premier League, are able to derive from the exploitation of rights within the EU. As a result, our Broadcasting revenue from the sale of those rights could decrease. Any significant reduction in our Broadcasting revenue could materially adversely affect our business, results of operations, financial condition and cash flow.

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 will not participate in the 2014/15 Champions League or 2014/15 Europa League. Inclusive of broadcasting revenue, prize money and matchday revenue, our combined broadcasting and matchday revenue from participation in European competitions was £38.9 million, £42.3 million and £59.7 million for each of the years ended June 30, 2013, 2012 and 2011, 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 each league in future seasons. Further, the rules governing qualification for European competitions (whether at the European or national level) may change and make it more difficult for our first team to qualify for each league in future seasons.

Moreover, because of the prestige associated with participating in the European competitions, particularly the Champions League, failure to qualify for any European competition, particularly for consecutive seasons, would negatively affect our ability to attract and retain talented players and coaching staff, as well as supporters, sponsors and other commercial partners. Failure to participate in the Champions League for two or more consecutive seasons would also reduce annual payments under the recently announced 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. However, we do not currently have retail, merchandising and apparel operations in-house. For example, our current contract with Nike provides them with certain rights to operate our global

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merchandising, product licensing and retail operations. Additionally, our new contract with adidas beginning with the 2015/16 season will provide them with certain global technical sponsorship and dual-branded licensing rights. While we have been able to execute our business plan to date with the support of Nike, and expect to be able 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 Nike in the 2014/15 season, or adidas beginning with the 2015/16 season. Further, any interruption in our ability to obtain the services of Nike in the 2014/15 season, or 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 licensing arrangements permitting third parties to use our brand and trademarks. Although we take steps to carefully select our licensing partners, such arrangements may not be successful. Our licensing partners may fail to fulfill their obligations under their license agreements or have interests that differ from or conflict with our own. For example, we are dependent on our sponsors and commercial partners to effectively implement quality controls over products using our brand or trademarks. The inability of such sponsors and commercial partners to meet our quality standards could negatively affect consumer confidence in the quality and value of our brand, which could result in lower product sales. Any one or more of these events could have a material adverse effect on our business, results of operation, financial condition and cash flow.

We are exposed to credit related losses in the event of non-performance by counterparties to Premier League and UEFA media contracts as well as our key commercial and transfer contracts.

We derive the substantial majority of our Broadcasting revenue from media contracts negotiated by the Premier League and 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 June 30, 2013, those sources that represented greater than 10% of our total revenue were:

    Premier League (Broadcasting revenue): 17.6% of our total revenue; and
    Nike (Commercial revenue): 10.6% 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.

Matchday revenue from our supporters is a significant portion of overall revenue.

A significant amount of our revenue derives from ticket sales and other Matchday revenue for our first team matches at Old Trafford and our share of gate receipts from cup matches. In particular, the revenue generated from ticket sales and other Matchday revenue at Old Trafford will be highly dependent on the continued

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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 2012/13, 2011/12 and 2010/11 seasons, we played 28, 25 and 29 home matches, respectively, and our Matchday revenue was £109.1 million, £98.7 million and £110.8 million for the years ended June 30, 2013, 2012 and 2011, respectively. Match attendance is influenced by a number of factors, some of which are partly or wholly outside of our control. These factors include the success of our first team, broadcasting coverage and general economic conditions in the United Kingdom, which affect personal disposable income and corporate marketing and hospitality budgets. A reduction in matchday attendance could have a material adverse effect on our Matchday revenue and our overall business, results of operations, financial condition and cash flow.

The markets in which we operate are highly competitive, both within Europe and internationally, and increased competition could cause our profitability to decline.

We face competition from other football clubs in England and Europe. In the Premier League, recent investment from wealthy team owners has led to teams with deep financial backing that are able to acquire top players and coaching staff, which could result in improved performance from those teams in domestic and European competitions. As the Premier League continues to grow in popularity, the interest of wealthy potential owners may increase, leading to additional clubs substantially improving their financial position. Competition from European clubs also remains strong. Despite the adoption of the UEFA financial fair play initiative, a set of financial monitoring rules on clubs participating in the Champions League and Europa League, 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 the Champions League. Competition within England could also cause our first team to fail to advance in the FA Cup and League Cup.

In addition, from a commercial perspective, we actively compete across many different industries and within many different markets. We believe our primary sources of competition, both in Europe and internationally, include, but are not limited to:

    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.

We are subject to special rules and regulations regarding insolvency and bankruptcy.

We are subject to, among other things, special insolvency or bankruptcy-related rules of the Premier League and the Football Association (the "FA"). Those rules empower the Premier League board to direct certain payments otherwise due to us to the FA and its members, associate members and affiliates, certain other English football leagues and certain other entities if it is reasonably satisfied that we have failed to pay certain creditors including other football clubs, the Premier League and the Football League.

If we experience financial difficulty, we could also face sanctions under the Premier League rules, including suspension from the Premier League, the Champions League, the FA Cup and certain other competitions, the deduction of league points from us in the Premier League or Football League and loss of control of

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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 new media business is uncertain. You should consider our business and prospects in light of the challenges, risks and difficulties we may encounter in this new and rapidly evolving market, including:

    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;
    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

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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 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 the Champions League, 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 transactional currency exposure against the US dollar relating to our secured term loan and senior secured notes, as well as Commercial revenue from certain sponsors. In the year ended June 30, 2013, we recorded a foreign exchange loss of £2.5 million from our US dollar denominated secured term loan and senior secured notes, whereas in the year ended June 30, 2012, we recorded a foreign exchange loss of £5.2 million. For the years ended June 30, 2013, 2012 and 2011 approximately 9.3%, 11.0% and 14.4% of our total revenue were generated in Euros, respectively, and approximately 16.0%, 11.1% and 8.2% of our total revenue were generated in US dollars, respectively. We may enter into foreign exchange contracts to hedge a portion of this transactional exposure. We net the value of our non-sterling revenue and the value of the

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corresponding hedge before including such amounts in our overall revenue. Our results of operations have in the past and will in the future fluctuate due to movements in exchange rates.

Failure to adequately protect our intellectual property and curb the sale of counterfeit merchandise could injure our brand.

Like other popular brands, we are susceptible to instances of brand infringement (such as counterfeiting and other unauthorized uses of our intellectual property rights). We seek to protect our brand assets by ensuring that we own and control certain intellectual property rights in and to those assets and, where appropriate, by enforcing those intellectual property rights. For example, we own the copyright in our logo, and our logo and trade name are registered as trademarks (or are the subject of applications for registration) in a number of jurisdictions in Europe, Asia Pacific, Africa, North America and South America. However, it is not possible to detect all instances of brand infringement. Additionally, where instances of brand infringement are detected, we cannot guarantee that such instances will be prevented as there may be legal or factual circumstances which give rise to uncertainty as to the validity, scope and enforceability of our intellectual property rights in the brand assets. Furthermore, the laws of certain countries in which we license our brand and conduct operations, particularly those in Asia (such as China) may not offer the same level of protection to intellectual property rights holders as those in the United Kingdom, the rest of Europe and the United States, or the time required to enforce our intellectual property rights under these legal regimes may be lengthy and delay recovery. For example, the unauthorized use of intellectual property is common and widespread in China and enforcement of intellectual property rights by Chinese regulatory agencies is inconsistent. If we were to fail or be unable to secure, protect, maintain and/or enforce the intellectual property rights which vest in our brand assets, then we could lose our exclusive right to exploit such brand assets. Infringement of our trademark, copyright and other intellectual property rights could have an adverse effect on our business. We also license our intellectual property rights to third parties. In an effort to protect our brand, we enter into licensing agreements with these third parties which govern the use of our intellectual property and which require our licensees to abide by quality control standards with respect to such use. Although we make efforts to police our licensees' use of our intellectual property, we cannot assure you that these efforts will be sufficient to ensure their compliance. The failure of our licensees to comply with the terms of their licenses could have a material adverse effect on our business, results of operations, financial condition and cash flow.

We could be negatively affected if we fail to adequately protect follower account information.

We collect and process personal data (including name, address, age, bank details and other personal data) from our followers, customers, members, suppliers, business contacts and employees as part of the operation of our business (including online merchandising), and therefore we must comply with data protection and privacy laws in the United Kingdom and, in certain situations, other jurisdictions where our followers reside. Those laws impose certain requirements on us in respect of the collection, use and processing of personal information relating to our followers. In addition, we are exposed to the risk that the personal data we control could be wrongfully accessed and/or used, whether by employees, followers or other third parties, or otherwise lost or disclosed or processed in breach of data protection regulations. If we or any of the third party service providers on which we rely fail to process such personal data in a lawful or secure manner or if any theft or loss of personal follower data were to occur, we could face liability under data protection laws, including requirements to destroy customer information or notify the people to whom such information relates of any non-compliance as well as civil or criminal sanctions. This could also result in the loss of the goodwill of our followers and deter new followers. Each of these factors could harm our business reputation, our brand and have a material adverse effect on our business, results of operations, financial condition, cash flow and prospects.

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

For each of the years ended June 30, 2013, 2012 and 2011, Broadcasting revenue constituted 28.0%, 32.5% and 35.4%, respectively, of our total revenue. Our Broadcasting revenue is principally generated by

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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 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.

We are subject to a greater tax rate than in previous years.

During the years ended June 30, 2012 and 2011, our principal operating subsidiaries were tax residents in the United Kingdom. For the years ended June 30, 2012 and 2011 we were subject to weighted UK statutory tax rates of 25.5% and 27.5% respectively. 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.

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Risks Related to Our Industry

An economic downturn and adverse economic conditions may harm our business.

The recent economic downturn and adverse conditions in the United Kingdom and global markets may negatively affect our operations in the future. Our Matchday and Broadcasting revenue in part depend on personal disposable income and corporate marketing and hospitality budgets. Further, our Commercial and sponsorship revenue are contingent upon the expenditures of businesses across a wide range of industries, and as these industries continue to cut costs in response to the economic downturn, our revenue may similarly decline. Continued weak economic conditions could cause a reduction in our Commercial and sponsorship 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 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 from 1999 to 2013 has been £17.8 million (excluding the sale of a player in the year ended June 30, 2009 that generated significant cash inflow, the average annual net player capital expenditure over the same period would have been £23.1 million), and we continue to expect it to vary significantly from period to period. We may explore new player acquisitions in connection with the current transfer period or 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.

Recently approved UEFA and Premier League restrictions 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 now subject to the UEFA Club Licensing and Financial Fair Play regulations. Breaches in the rules may result in, among other things, withholding of prize money, transfer bans and ultimately disqualification from European competitions. These rules are intended to discourage clubs from continually operating at a loss and to ensure clubs settle with their football creditors on time. Breaches of UEFA Club Licensing and Financial Fair Play rules, for example, where costs and capital expenditures on players exceed revenues over a

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two-year to three-year period or serious delays in settling creditors, have recently resulted in clubs being punished by way of significant fines and even exclusion from UEFA competitions.

The Premier League has also recently introduced regulations that aim to promote sustainability through profitability and, in the three seasons beginning with the 2013/14 season, limit the amount that clubs can increase their total player salaries unless such increases are funded by additional club revenue from sources other than Premier League broadcasting revenue. Following the three season cost control period, the Premier League will implement a break even test similar to that contained in the UEFA Financial Fair Play 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 June 30, 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 UEFA Club Licensing and Financial Fair Play initiative 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.

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.

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Risks Related to Our Indebtedness

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

As of March 31, 2014, we had total indebtedness of £351.7 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.

In addition, our existing revolving credit facility, our existing secured term loan facility and the indenture governing our senior secured notes contain, and any agreements evidencing or governing other future indebtedness may contain, certain restrictive covenants that will limit our ability to engage in certain activities that are in our long-term best interests (see "— Our indebtedness may restrict our ability to pursue our business strategies" below). We have not previously breached, and are not in breach of, any of the covenants under 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 revolving credit facility, our secured term loan facility and the indenture governing our senior secured 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;

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    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 revolving credit facility, our secured term loan facility and our senior secured notes. This would permit the lending banks under our revolving credit facility and our secured term loan facility to take certain actions, including declaring all amounts that we have borrowed under our 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 indenture governing our senior secured notes. Furthermore, lending banks could refuse to extend further credit under the revolving credit facility. If the debt under our revolving credit facility, our secured term loan facility, our senior secured notes or any other material financing arrangement that we enter into were to be accelerated, our assets, in particular liquid assets, may be insufficient to repay our indebtedness. The occurrence of any of these events could have a material adverse effect on our business, financial condition and results of operations.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

We are subject to interest rate risk in connection with borrowings under our revolving credit facility 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 March 31, 2014, we had £186,753,000 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 this Offering and the Ownership of Our Class A Ordinary Shares

Because of its significant share ownership, our principal shareholder will be able to exert control over us and our significant corporate decisions.

Immediately prior to this offering, our principal shareholder, Red Football LLC, will control 57.87% of our issued and outstanding Class A ordinary shares and 83.06% of our issued and outstanding Class B ordinary shares, representing 82.28% of the voting power of all shareholders. Upon the closing of this offering, the shares owned by our principal shareholder will represent 81.66% of the voting power of all shareholders, assuming no exercise by the underwriters of their option to purchase up to 1,200,000 additional Class A ordinary shares. 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. See "Description of Share Capital — Ordinary Shares — Conversion" in the accompanying prospectus. 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

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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.

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, and following this offering will continue to control, a majority of the combined voting power of our outstanding ordinary shares, making us a "controlled company" within the meaning of the New York Stock Exchange corporate governance rules. As a controlled company, we 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 of 2002 (the "Sarbanes-Oxley Act"). We cannot predict if investors will find our Class A ordinary shares less attractive if 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.

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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 "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 need to establish the corporate infrastructure demanded of a public company may divert management's attention from implementing our growth strategy, which could prevent us from improving our business, financial condition and results of operations. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. However, the measures we 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 revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business, financial condition, results of operations and cash flow could be adversely affected.

For as long as we are an "emerging growth company" under the recently enacted JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We could be an emerging growth company until the last day of the fiscal year following the fifth anniversary of the

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completion of our IPO. See "Prospectus Supplement Summary — Implications of Being an Emerging Growth Company." Furthermore, after the date we are no longer an emerging growth company, our independent registered public accounting firm will only be required to attest to the effectiveness of our internal control over financial reporting depending on our market capitalization. Even if our management concludes that our internal controls over financial reporting are effective, our independent registered public accounting firm may still decline to attest to our management's assessment or may issue a report that is qualified if it is not satisfied with our controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, in connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. Failure to comply with Section 404 could subject us to regulatory scrutiny and sanctions, impair our ability to raise revenue, cause investors to lose confidence in the accuracy and completeness of our financial reports and negatively affect our share price.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

We are a "foreign private issuer," as such term is defined in Rule 405 under the Securities Act, and therefore, we are not required to comply with all the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. Under Rule 405, the determination of foreign private issuer status is made annually on the last business day of an issuer's most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on December 31, 2014.

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 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

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board of directors could also authorize the issuance of preference shares with terms and conditions and under circumstances that could have an effect of discouraging a takeover or other transaction. We are also subject to certain provisions under Cayman Islands law which could delay or prevent a change of control. In particular, any merger, consolidation or amalgamation of the Company would require the active consent of our board of directors. Our board of directors may be appointed or removed by the holders of the majority of the voting power of our ordinary shares (which 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 you from being able to sell your shares of our Class A ordinary shares at or above the price you paid for such shares. The trading price of our Class A ordinary shares may be volatile and subject to wide price fluctuations in response to various factors, including:

    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.

Future sales of our Class A ordinary shares, or the perception in the public markets that these sales may occur, may depress our stock price.

Sales of substantial amounts of our Class A ordinary shares in the public market after this offering, or the perception that these sales could occur, could adversely affect the price of our Class A ordinary shares and could impair our ability to raise capital through the sale of additional shares. As of July 29, 2014, we had 39,777,957 Class A ordinary shares outstanding. The Class A ordinary shares offered by the selling shareholder in this offering will be, and the shares previously sold in our IPO 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

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Act, which will be restricted securities under the Securities Act. Restricted securities may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available.

We, our executive officers, directors and the selling shareholder have agreed, subject to specified exceptions, with the underwriters not to directly or indirectly sell, offer, contract or grant any option to sell (including any short sale), pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-l(h) under the Exchange Act; or otherwise dispose of any ordinary shares, options or warrants to acquire ordinary shares, or securities exchangeable or exercisable for or convertible into ordinary shares currently or hereafter owned either of record or beneficially; or publicly announce an intention to do any of the foregoing for a period of 90 days after the date of this prospectus supplement without the prior written consent of Jefferies LLC. See "Underwriting."

Following the 90-day lock-up period discussed above, all of our Class A ordinary shares outstanding as of July 29, 2014 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 dividends is subject to restrictions in our existing revolving credit facility, our existing secured term loan facility, the indenture governing our senior secured notes, results of operations, distributable reserves and solvency requirements; our Class A ordinary shares have no guaranteed dividends and holders of our Class A ordinary shares have no recourse if dividends are not declared.

Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results of operations, financial condition, distributable reserves, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant. Furthermore, neither 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 is limited by our existing revolving credit facility, our existing secured term loan facility and the indenture governing our senior secured notes, which contain restricted payment covenants. The restricted payment covenants allow dividends in certain circumstances, including to the extent dividends do not exceed 50% of the cumulative consolidated net income of Red Football Limited 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 (see also "Management's Discussion and Analysis of Financial Condition and Results of Operations — Indebtedness"). Additionally, because we are a holding company, our ability to pay dividends on our Class A ordinary shares is limited by restrictions on the ability of our subsidiaries to pay dividends or make distributions to us, including restrictions under the terms of the agreements governing our indebtedness.

We do not currently intend to pay dividends on our Class A ordinary shares, and, consequently, your ability to achieve a return on your investment in our Class A ordinary shares will depend on appreciation in the price of our Class A ordinary shares.

We do not currently intend to pay any cash dividends on our Class A ordinary shares for the foreseeable future. The payment of any future dividends will be determined by the board of directors in light of conditions then existing, including our revenue, financial condition and capital requirements, business conditions, corporate law requirements and other factors.

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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.

The purchase price of our Class A ordinary shares might not reflect its value, and you may experience dilution as a result of future equity issuances.

The purchase price of our Class A ordinary shares might not reflect its value, and you may experience dilution as a result of future equity issuances. In the future, we may offer additional shares of our Class A ordinary shares or other securities convertible into or exchangeable for our Class A ordinary shares in order to raise additional capital. We cannot assure you that we will be able to sell our Class A ordinary shares or other securities in any other offering at a price per share that is equal to or greater than the price per share paid by investors in this offering. You will experience dilution upon any future equity issuances, including future public offerings or future grants under our 2012 Equity Incentive Award Plan. As of July 29, 2014, we had 15,907,743 shares of Class A ordinary shares reserved for future issuance under our 2012 Equity Incentive Award Plan.

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 pounds sterling and US dollars will affect, among other matters, the US dollar value of the Class A ordinary shares and of any dividends.

The rights afforded to shareholders are governed by the laws of the Cayman Islands.

Our corporate affairs and the rights afforded to shareholders are governed by our amended and restated memorandum and articles of association and by the Companies Law (2011 Revision) of the Cayman Islands, as amended and restated from time to time (the "Companies Law") and common law of the Cayman Islands, and these rights differ in certain respects from the rights of shareholders in typical US corporations. In particular, the laws of the Cayman Islands relating to the protection of the interests of minority shareholders differ in some respects from those established under statutes or judicial precedent in existence in the United States. The laws of the Cayman Island provide only limited circumstances under which shareholders of companies may bring derivative actions and (except in limited circumstances) do not afford appraisal rights to dissenting shareholders in the form typically available to shareholders of a US corporation other than in limited circumstances in relation to certain mergers. A summary of Cayman Islands law on the protection of minority shareholders is set out in "Description of Share Capital — Differences in Corporate Law" in the accompanying prospectus.

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We report as a US domestic corporation for US federal income tax purposes.

As discussed more fully under "Material US Federal Income Tax Consequences," 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 our worldwide income. In addition, if we pay dividends to a Non-US Holder, as defined in the discussion under the heading "Material US Federal Income Tax Consequences," US federal tax at the rate of 30%, or such lower rate as may be provided in an applicable income tax treaty, will apply. 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.

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, withholding under FATCA generally applies to payments of dividends on our Class A ordinary shares made on or after July 1, 2014 and will apply to payments of gross proceeds from a sale or other disposition of Class A ordinary shares on or after January 1, 2017. 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 prospectus outside the United States, or to assert US securities law claims outside of the United States.

The majority of our directors and executive officers are not residents of the United States, and the majority of our assets and the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for investors to effect service of process upon us within the United States or other jurisdictions, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. See "Enforceability of Civil Liabilities" in the accompanying prospectus. 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.

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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.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement and the accompanying prospectus contain or incorporate by reference estimates and forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Our estimates and forward-looking statements are mainly based on our current expectations and estimates of future events and trends, which affect or may affect our businesses and operations. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to numerous risks and uncertainties and are made in light of information currently available to us. Many important factors, in addition to the factors described in this prospectus supplement and the accompanying prospectus, may adversely affect our results as indicated in forward-looking statements. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein 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;

    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;

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    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 prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein include additional factors that could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. 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.

Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements contained, or incorporated by reference, in this prospectus supplement or the accompanying prospectus, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should refer to our periodic and current reports filed with the SEC for specific risks which could cause actual results to be significantly different from those expressed or implied by these forward-looking statements.

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EXCHANGE RATE INFORMATION

Our functional and reporting currency is the pound sterling and substantially all of our costs are denominated in pound sterling. However, any Broadcasting revenue from our participation in the Champions League, as well as certain other revenue, is generated in euro. We also occasionally enter into transfer agreements which are payable in euro. In addition, we have transactional currency exposure against the US dollar relating to the US dollar tranche of our senior secured notes as well as Commercial revenue from certain sponsors. For all dates and periods, the exchange rate refers to the exchange rate as set forth in the H.10 statistical release of the Federal Reserve Board. The rates represent the noon buying rate in New York for cable transfers payable in foreign currencies. No representation is made that the pound sterling amounts referred to in this prospectus could have been or could be converted into US dollars at any particular rate or at all. On July 25, 2014, the exchange rate was $1.70 to £1.00.

The following table sets forth information concerning exchange rates between the pound sterling and the US dollar for the periods indicated. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this prospectus or will use in the preparation of our periodic reports or any other information to be provided to you.


 
  Noon Buying Rate  
Period
  Period End   Average(1)   Low   High  
 
  ($ per £1.00)
 

Fiscal Year 2009

    1.65     1.60     1.37     2.00  

Fiscal Year 2010

    1.49     1.58     1.43     1.70  

Fiscal Year 2011

    1.61     1.59     1.50     1.67  

Fiscal Year 2012

    1.57     1.59     1.53     1.66  

Fiscal Year 2013

    1.52     1.57     1.49     1.63  

Nine months ended March 31, 2014

    1.67     1.61     1.48     1.68  

January 2014

    1.65     1.65     1.63     1.66  

February 2014

    1.68     1.66     1.63     1.68  

March 2014

    1.67     1.66     1.65     1.67  

April 2014

    1.69     1.67     1.66     1.69  

May 2014

    1.68     1.68     1.67     1.70  

June 2014

    1.70     1.69     1.67     1.71  

July (through July 25, 2014)

    1.70     1.71     1.70     1.72  

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

(1)
Fiscal year and interim period 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.

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USE OF PROCEEDS

In this offering, the selling shareholder named in this prospectus supplement is selling 8,000,000 Class A ordinary shares. We will not receive any proceeds from the sale of any Class A ordinary shares by the selling shareholder.

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MARKET PRICE OF OUR CLASS A ORDINARY SHARES

Our Class A ordinary shares began trading on the New York Stock Exchange on August 10, 2012 under the symbol "MANU" in connection with our IPO. Prior to that date, there was no public market for our Class A ordinary shares. As of July 29, 2014, there were 2,701 holders of record of our Class A ordinary shares. The number of holders of record is based upon the actual number of holders registered at such date and does not include holders of shares in "street names" or persons, partnerships, associates, corporations, or other entities identified in security position listings maintained by depositories.

The table below sets forth for the periods indicated the high and low sales prices per share of our Class A ordinary shares reported on the New York Stock Exchange since our IPO.


 
  Class A
Ordinary Shares
Price Range
 
 
  High   Low  

Fiscal Year 2013

             

First Quarter (beginning August 10, 2012)

  $ 15.27   $ 12.00  

Second Quarter

  $ 14.15   $ 12.20  

Third Quarter

  $ 18.82   $ 14.03  

Fourth Quarter

  $ 19.04   $ 15.16  

Fiscal Year 2014

             

First Quarter

  $ 17.85   $ 16.13  

Second Quarter

  $ 17.54   $ 15.15  

Third Quarter

  $ 17.24   $ 14.47  

January 2014

  $ 15.69   $ 14.76  

February 2014

  $ 15.42   $ 14.47  

March 2014

  $ 17.24   $ 14.91  

Fourth Quarter

  $ 18.78   $ 15.86  

April 2014

  $ 18.78   $ 15.86  

May 2014

  $ 17.42   $ 16.19  

June 2014

  $ 17.84   $ 16.65  

Fiscal Year 2015

             

First Quarter (through July 29, 2014)

  $ 19.63   $ 17.36  

July 2014 (through July 29, 2014)

  $ 19.63   $ 17.36  

The last reported sale price of our common stock on July 29, 2014 was $19.42 per share.

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CAPITALIZATION

The following table sets forth our consolidated cash and cash equivalents and capitalization as of March 31, 2014.

The information below is not necessarily indicative of our future cash and cash equivalents and capitalization. You should read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included incorporated by reference herein.


 
  As of
March 31, 2014
 
 
  (in £ thousands)
 

Cash and cash equivalents

    34,344  
       
       

Borrowings:

       

Current borrowings:

       

Alderley facility

    398  

Accrued interest on Alderley facility and senior secured notes

    2,255  

Secured term loan facility

    9,338  
       

Total current borrowings

    11,991  
       

Non-current borrowings:

       

Alderley facility

    5,787  

Senior secured notes

    156,477  

Secured term loan facility

    177,415  
       

Total non-current borrowings

    339,679  
       

Total borrowings

    351,670  
       

Equity:

       

Share capital(1)

    52  

Share premium(1)

    68,822  

Hedging reserve

    21,156  

Merger reserve

    249,030  

Retained earnings/(deficit)

    160,431  

Total equity

    499,491  
       

Total capitalization

    851,161  
       
       

(1)
As of March 31, 2014, there were 39,812,443 Class A ordinary shares, par value $0.0005 per share, and 124,000,000 Class B ordinary shares, par value $0.0005 per share, issued and outstanding. Our amended and restated memorandum and articles of association allow us to issue up to an additional 486,187,557 ordinary shares, par value $0.0005 per share. See "Description of Share Capital" in the accompanying prospectus.

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following selected consolidated financial and other data should be read in conjunction with, and is qualified in its entirety by the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes incorporated by reference herein.

Prior to the Reorganization Transactions, 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 June 30, 2012, 2011, 2010 and 2009 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 year ended June 30, 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. See "The Reorganization Transactions and Initial Public Offering."

We prepare our consolidated financial statements in accordance with IFRS as issued by IASB. The selected consolidated financial and other data presented as of and for the years ended June 30, 2013, 2012, 2011, 2010 and 2009 has been derived from our audited consolidated financial statements and the notes thereto incorporated by reference herein. The selected consolidated financial and other data presented as of and for the years ended June 30, 2009 and 2010 have been derived from our audited consolidated financial statements and the notes thereto, which are not included in this prospectus. Our historical results for any prior period are not necessarily indicative of results expected in any future period.

The selected consolidated financial and other data presented for the nine months ended March 31, 2014 and 2013, and as of March 31, 2014, have been derived from our unaudited interim condensed consolidated financial statements and the notes thereto incorporated by reference herein. In the opinion of management, the unaudited interim condensed consolidated financial data presented in this prospectus supplement have been prepared on the same basis as our audited consolidated financial statements and reflect all adjustments, consisting only of normal recurring adjustments, which we consider necessary for a fair presentation of our financial position and results of operations for such periods. The selected consolidated financial and other data for the nine months ended March 31, 2014 and 2013, and as of March 31, 2014, are not necessarily indicative of the financial and other data to be expected as of and for the year ended June 30, 2014 or any future period.

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  Year ended June 30,   Nine months ended
March 31,
 
 
  2009   2010   2011   2012   2013   2013   2014  
 
  (in £ thousands, except share and per share data)
 

Income Statement Data:

                                           

Revenue

    278,476     286,416     331,441     320,320     363,189     278,093     336,943  
                               

Analyzed as:

                                           

Commercial revenue

    65,977     77,322     103,369     117,611     152,441     114,522     144,986  

Broadcasting revenue

    98,013     103,276     117,249     103,991     101,625     74,988     101,861  

Matchday revenue

    114,486     105,818     110,823     98,718     109,123     88,583     90,096  
                               

Operating expenses — before exceptional items

    (232,034 )   (232,716 )   (267,986 )   (274,411 )   (304,120 )   (223,170 )   (269,129 )
                               

Analyzed as:

                                           

Employee benefit expenses

    (123,120 )   (131,689 )   (152,915 )   (161,688 )   (180,523 )   (129,363 )   (157,937 )

Other operating expenses

    (62,311 )   (52,306 )   (68,837 )   (66,983 )   (74,114 )   (57,192 )   (65,755 )

Depreciation

    (8,962 )   (8,634 )   (6,989 )   (7,478 )   (7,769 )   (5,743 )   (6,274 )

Amortization of players' registrations

    (37,641 )   (40,087 )   (39,245 )   (38,262 )   (41,714 )   (30,872 )   (39,163 )

Operating expenses — exceptional items

    (3,097 )   (2,775 )   (4,667 )   (10,728 )   (6,217 )   (3,879 )   (293 )
                               

Total operating expenses

    (235,131 )   (235,491 )   (272,653 )   (285,139 )   (310,337 )   (227,049 )   (269,422 )

Operating profit before profit on disposal of players' registrations

    43,345     50,925     58,788     35,181     52,852     51,044     67,521  

Profit on disposal of players' registrations

    80,185     13,385     4,466     9,691     9,162     8,025     4,203  
                               

Operating profit

    123,530     64,310     63,254     44,872     62,014     59,069     71,724  
                               

Finance costs

    (118,743 )   (110,298 )   (52,960 )   (50,315 )   (72,082 )   (40,360 )   (21,562 )

Finance income

    1,317     1,715     1,710     779     1,275     441     143  
                               

Net finance costs

    (117,426 )   (108,583 )   (51,250 )   (49,536 )   (70,807 )   (39,919 )   (21,419 )
                               

Profit/(loss) on ordinary activities before tax

    6,104     (44,273 )   12,004     (4,664 )   (8,793 )   19,150     50,305  

Tax credit/(expense)

    (844 )   (3,211 )   986     27,977     155,212     21,170     (20,644 )
                               

Profit/(loss) for the period

    5,260     (47,484 )   12,990     23,313     146,419     40,320     29,661  
                               
                               

Attributable to:

                                           

Owners of the parent

    5,343     (47,757 )   12,649     22,986     146,250     40,151     29,661  

Non-controlling interest

    (83 )   273     341     327     169     169     0  

Weighted average number of ordinary shares (thousands)

    155,352     155,352     155,352     155,352     162,895     162,586     163,815  

Basic and diluted earnings/(loss) per share (pence)

    3.44     (30.74 )   8.14     14.80     89.78     24.70     18.11  

Other Data:

                                           

Commercial revenue

    65,977     77,322     103,369     117,611     152,441     114,522     144,986  

Analyzed as:

                                           

Sponsorship revenue

    37,228     40,938     54,925     63,121     90,865     69,619     104,903  

Retail, merchandising, apparel & products licensing revenue

    23,250     26,471     31,268     33,787     38,609     28,063     28,176  

New media & mobile revenue

    5,499     9,913     17,176     20,703     22,967     16,840     11,907  

EBITDA(1)

    170,133     113,031     109,488     90,612     111,497     95,684     117,161  

Adjusted EBITDA(1)

    93,045     102,421     109,689     91,649     108,552     91,538     113,251  

Net cash generated from/(used in) investing activities

    40,178     (35,119 )   (18,569 )   (72,249 )   (48,847 )   (43,947 )   (62,053 )

Balance Sheet Data:

                                           

Cash and cash equivalents

    150,530     163,833     150,645     70,603     94,433     36,211     34,344  

Total assets

    993,644     989,670     1,017,188     947,148     1,118,311     947,365     1,093,229  

Total liabilities

    987,106     1,030,611     796,765     712,051     670,351     605,515     593,738  

Total equity

    6,538     (40,941 )   220,423     235,097     447,960     341,850     499,491  

Equity attributable to owners of the parent

    9,482     (38,270 )   222,753     237,100     447,960     341,850     499,491  

(1)
We define EBITDA as profit/(loss) for the period before net finance costs, tax (expense)/credit, depreciation, and amortization of players' registrations, and we define Adjusted EBITDA as EBITDA adjusted for the items set forth in the table below. EBITDA and Adjusted EBITDA are non-IFRS measures and not uniformly or legally defined financial measures. Such measures are not a substitute for IFRS measures in assessing our overall financial performance. Because EBITDA and Adjusted EBITDA are not measurements determined in accordance with IFRS, and are susceptible to varying calculations, EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures presented by other companies. Adjusted EBITDA is included in this prospectus supplement because it is a measure of our operating performance and we believe that Adjusted EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies in industries similar to ours. We also believe Adjusted EBITDA is useful to our management and investors as a measure of comparative operating performance from period

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    to period and among companies as it is reflective of changes in pricing decisions, cost controls and other factors that affect operating performance, and it removes the effect of our capital structure (primarily interest expense), asset base (primarily depreciation and amortization) and items outside the control of our management (primarily income taxes and interest income and expense). Our management also uses Adjusted EBITDA for planning purposes, including the preparation of our annual operating budget and financial projections. EBITDA and Adjusted EBITDA have limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for an analysis of our results as reported under IFRS as issued by IASB.

    The following is a reconciliation of EBITDA and Adjusted EBITDA to profit for the periods presented:


 
  Year ended June 30,   Nine months ended
March 31,
 
 
  2009   2010   2011   2012   2013   2013   2014  
 
  (in £ thousands)
 

Profit/(loss) for the period

    5,260     (47,484 )   12,990     23,313     146,419     40,320     29,661  

Adjustments

                                           

Net finance costs

    117,426     108,583     51,250     49,536     70,807     39,919     21,419  

Tax expense/(credit)

    844     3,211     (986 )   (27,977 )   (155,212 )   (21,170 )   20,644  

Depreciation

    8,962     8,634     6,989     7,478     7,769     5,743     6,274  

Amortization of players' registrations

    37,641     40,087     39,245     38,262     41,714     30,872     39,163  
                               

EBITDA

    170,133     113,031     109,488     90,612     111,497     95,684     117,161  

Adjustments

                                           

Profit on disposal of players' registrations

    (80,185 )   (13,385 )   (4,466 )   (9,691 )   (9,162 )   (8,025 )   (4,203 )

Operating expenses — exceptional items

    3,097     2,775     4,667     10,728     6,217     3,879     293  
                               

Adjusted EBITDA

    93,045     102,421     109,689     91,649     108,552     91,538     113,251  

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis is based on, and should be read in conjunction with, our consolidated financial statements as of and for the years ended June 30, 2011, 2012 and 2013 and our unaudited condensed consolidated interim financial information for the nine month periods ended March 31, 2013 and 2014, which have been prepared in accordance with IFRS and incorporated by reference into this prospectus supplement.

Our consolidated interim financial information has been prepared using the same accounting principles and on the same basis as our annual consolidated financial statements. Our interim results are not necessarily indicative of results to be expected for the full year.

This discussion includes forward-looking statements which, although based on assumptions that we consider reasonable, are subject to risks and uncertainties which could cause actual events or conditions to differ materially from those expressed or implied herein. For a discussion of some of those risks and uncertainties, see the sections entitled "Special Note Regarding Forward-Looking Statements" and "Risk Factors."

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 136-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, new media & mobile, broadcasting and matchday. We attract leading global companies such as adidas, Aon, General Motors (Chevrolet) and Nike 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 new media & mobile 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. Our Commercial revenue was £152.4 million for the year ended June 30, 2013.

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. We typically contract with our commercial sponsors in 2-5 year terms and have demonstrated an ability to increase the value of these relationships over time by either renewing our existing contracts at higher prices or by marketing new opportunities for sponsorship agreements. For example, General Motors (Chevrolet) became our exclusive shirt sponsor starting with the 2014/15 season and this sponsorship is currently contracted through the end of the 2020/21 season. Annual fees from our new shirt sponsorship agreement will be $70.0 million in the first season, and will increase by an additional 2.1% in each season thereafter through the term of the agreement. We also received $18.6 million in fees in each of the 2012/13 season and 2013/14 season

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under the terms of our new shirt sponsorship agreement relating to pre-sponsorship support and exposure. Total fees payable through the end of the 2020/21 season under our new shirt sponsorship agreement are approximately $559 million. This represents a material increase from the Aon and AIG shirt sponsorship deals, which were worth approximately £20.0 million and £14.1 million per season, respectively.

On April 8, 2013, we expanded our sponsorship relationship with Aon. Beginning on July 1, 2013, Aon became the first ever sponsor of our training facilities at Carrington. Further, Aon succeeded DHL as our training kit partner and our players and coaching staff will wear Aon-branded training kits at all domestic matches, as well as during training sessions. Under the agreement, Aon became the presenting partner of all our pre-season tours for the next eight years, including the 2013 tour in Asia Pacific. The term of the agreement runs through the end of the 2020/21 season.

Total sponsorship revenue for the year ended June 30, 2013 was £90.9 million, an increase of £27.8 million, or 44.1%, over the year ended June 30, 2012, driven by new and renewed contracts with incremental pricing increases.

Retail, Merchandising, Apparel & Product Licensing

We market and sell competitive sports apparel, training wear and other clothing featuring the Manchester United brand on a global basis. In addition, we also sell other products, ranging from coffee mugs to bed spreads, featuring the Manchester United brand and trademarks. These products are distributed through Manchester United branded retail centers and our e-commerce platform, as well as through our partners' wholesale distribution channels.

Nike currently manages our retail, merchandising, apparel & product licensing operations pursuant to the terms of a 13-year agreement, expiring in 2015, which guarantees us an aggregate minimum of £303 million in sponsorship and licensing fees. In return for its rights under the agreement, Nike pays us an annual installment in respect of the £303 million minimum consideration. We have reached 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, with an average annual installment of £75 million per year over the term of the agreement, subject to certain adjustments. See "Prospectus Supplement Summary — Recent Developments — Global Technical Sponsorship and Dual Branded Licensing Rights Agreement" for additional information regarding our agreement with adidas.

For the years ended June 30, 2013, 2012, and 2011, our agreement with Nike generated revenue of £25.3 million, £25.4 million and £23.3 million, respectively, which reflects the minimum guaranteed revenue under the agreement. For the year ending June 30, 2014, our agreement with Nike generated the minimum guaranteed revenue of £25.3 million. For the year ending June 30, 2015, our agreement with Nike will generate minimum guaranteed revenue of £22.9 million, which includes a reduction of £2.5 million because our first team will not participate in the 2014/15 Champions League or 2014/15 Europa League.

In addition, net profit (over and above the guaranteed revenue noted above) generated by Nike over the duration of the contract from the licensing, merchandising, and retail operations are shared equally between us and Nike. We recognize revenue from our portion of the cumulative profit share in our income statement only when a reliable estimate of the future performance of the contract can be obtained and only to the extent that the recognized amount of the profit share is considered probable on a cumulative basis at the end of the contract following the 2014/15 season. See "— Liquidity and Capital Resources" and "— Critical Accounting Policies and Judgments." Our retail, merchandising, apparel & product licensing revenue from both the minimum guarantee and the profit share was £38.6 million for the year ended June 30, 2013.

New Media & Mobile

Due to the power 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,

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www.manutd.com, and associated mobile properties. Our new media & mobile revenue was £23.0 million, £20.7 million, and £17.2 million for the years ended June 30, 2013, 2012 and 2011, respectively.

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, Champions League and other competitions. The growing popularity of the Premier League and Champions League in international markets and the associated increases in media rights values have been major drivers of the increase in our overall Broadcasting revenue in recent years. On June 13, 2012, the Premier League announced a three-year broadcasting contract for the live rights to 154 games in the United Kingdom worth £3.018 billion through the 2015/16 season. The contract represents a £1.25 billion increase from the previous three-year contract for the live television rights in the United Kingdom and a continuing growth trend from prior years. We expect that the value of the international broadcast rights for the next three-year cycle will increase approximately 55-60% from the £455 million per year for the previous cycle, which included the 2010/11, 2011/12 and 2012/13 seasons. Based on current forecasts provided by the Premier League, we expect that, in the aggregate, the value to the Premier League of the domestic and international broadcast rights for the current three-year cycle ending with the 2015/16 season will be £5.0 billion compared to the £3.5 billion over the previous three-year cycle. Media rights for the Champions League grew, according to the UEFA and internal data, from €865 million per season for each of the 2010/11, 2011/12 and 2012/13 seasons under the previous three-year contract to approximately €1,059 million per season under the current three-year contract. Our share of the revenue under the Premier League broadcasting rights contract amounted to £61.5 million, £61.3 million and £60.2 million for the 2012/13, 2011/12 and 2010/11 seasons, respectively, and our share of the revenue under the Champions League broadcasting rights contract amounted to £31.3 million, £33.9 million and £46.9 million for the 2012/13, 2011/12 and 2010/11 seasons, respectively. Our participation in the Premier League and Champions League (and consequently, our receipt of the revenue generated by these broadcasting contracts) is predicated on the success of our first team, and if our first team fails to qualify for the Champions League or is relegated from the Premier League in any given season, our Broadcasting revenue for that and subsequent fiscal years will be adversely impacted, partially offset by lower resulting expenses. See "Risk Factors — Risks Related to Our Business — European competitions cannot be relied upon as a source of income." In addition, our global television channel, MUTV, delivers Manchester United programming to over 85 countries and territories around the world. MUTV generated total revenue of £8.6 million, £8.8 million and £8.7 million for each of the years ended June 30, 2013, 2012 and 2011, respectively. Our Broadcasting revenue was £101.6 million for the year ended June 30, 2013.

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 the 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. See "Risk Factors — Risks Related to Our Business — European competitions cannot be relied upon as a source of income." 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. Our Matchday revenue was £109.1 million for the year ended June 30, 2013, which primarily included £54.2 million from gate receipts and £33.6 million from hospitality.

We have recently increased individual game Matchday revenue by restructuring the composition of our stadium, with a particular emphasis on developing premium seating and hospitality facilities to enhance our

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overall matchday profitability. As part of this effort, we have invested in new and refurbished multi-seat suites as well as improvements to our premium seats and associated facilities. Enhancements to hospitality facilities have been a key driver of improved overall margins from our matchday ticket sales.

We have also changed the composition of our general admission seats, improving the mix of ticketing options and developing a categorized approach for ticket pricing across each of our different seating options within the stadium. As a result, between the 2005/06 season and the 2013/14 season, the weighted average general admission ticket prices for our Premier League matches played at Old Trafford increased at a compound annual growth rate of 4.4%.

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. See "— Liquidity and Capital Resources — Net player capital expenditure." 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 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.

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.

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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 £70.8 million for the year ended June 30, 2013. See "— Indebtedness."

On September 14, 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 83/8% US dollar senior secured notes due 2017 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 June 24, 2013, we exercised our option to redeem (in full) £177.8 million in aggregate principal amount of our outstanding 83/4% pounds sterling senior secured notes due 2017 and (in part) $22.1 million in aggregate principal amount of our outstanding 83/8% US dollar senior secured notes due 2017 with borrowings from our secured term loan facility. We redeemed the senior secured notes at a redemption price, in respect of the 83/4% pounds sterling senior secured notes, equal to 108.750% of the principal amount of the 83/4% pounds sterling senior secured notes to be redeemed (or £1,087.50 per £1,000.00 in principal amount), and, in respect of the 83/8% US dollar senior secured notes, equal to 108.375% of the principal amount of the 83/8% US dollar senior secured notes to be redeemed (or $1,083.75 per $1,000.00 in principal amount) plus accrued and unpaid interest to June 24, 2013.

Taxes

During each of the three years ended June 30, 2013, 2012 and 2011, our principal operating subsidiaries were tax residents in the UK. During the year ended June 30, 2013, we were subject to a weighted UK statutory tax rate of 23.75%, during the year ended June 30, 2012, we were subject to a weighted statutory tax rate of 25.5% and during the year ended June 30, 2011, we were subject to a weighted statutory tax rate of 27.5%. While we paid UK corporation tax in fiscal year 2011, our cash tax rate was lower than the weighted statutory rate of tax due to a number of factors, including the utilization of brought forward tax losses.

Following the Reorganization Transactions, 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 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.

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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 revenue and cash flow may also vary among interim 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.

Operating Results

The following table shows selected audited consolidated income statement data for the years ended June 30, 2011, 2012 and 2013 and unaudited condensed consolidated income statement data for the nine months ended March 31, 2013 and 2014.


 
  Year ended June 30,   Nine months ended
March 31,
 
 
  2011   2012   2013   2013   2014  
 
  (in £ thousands)
 

Income Statement Data

                               

Revenue

    331,441     320,320     363,189     278,093     336,943  
                       

Analyzed as:

                               

Commercial revenue

    103,369     117,611     152,441     114,522     144,986  

Broadcasting revenue

    117,249     103,991     101,625     74,988     101,861  

Matchday revenue

    110,823     98,718     109,123     88,583     90,096  
                       

Operating expenses — before exceptional items

    (267,986 )   (274,411 )   (304,120 )   (223,170 )   (269,129 )
                       

Analyzed as:

                               

Employee benefit expenses

    (152,915 )   (161,688 )   (180,523 )   (129,363 )   (157,937 )

Other operating expenses

    (68,837 )   (66,983 )   (74,114 )   (57,192 )   (65,755 )

Depreciation

    (6,989 )   (7,478 )   (7,769 )   (5,743 )   (6,274 )

Amortization of players' registrations

    (39,245 )   (38,262 )   (41,714 )   (30,872 )   (39,163 )

Operating expenses — exceptional items

    (4,667 )   (10,728 )   (6,217 )   (3,879 )   (293 )
                       

Total operating expenses

    (272,653 )   (285,139 )   (310,337 )   (227,049 )   (269,422 )

Operating profit before profit on disposal of players' registrations

    58,788     35,181     52,852     51,044     67,521  

Profit on disposal of players' registrations

    4,466     9,691     9,162     8,025     4,203  
                       

Operating profit

    63,254     44,872     62,014     59,069     71,724  
                       

Finance costs

    (52,960 )   (50,315 )   (72,082 )   (40,360 )   (21,562 )

Finance income

    1,710     779     1,275     441     143  
                       

Net finance costs

    (51,250 )   (49,536 )   (70,807 )   (39,919 )   (21,419 )
                       

Profit/(loss) on ordinary activities before tax

    12,004     (4,664 )   (8,793 )   19,150     50,305  

Tax credit/(expense)

    986     27,977     155,212     21,170     (20,644 )
                       

Profit for the period

    12,990     23,313     146,419     40,320     29,661  
                       
                       

Attributable to:

                               

Owners of the parent

    12,649     22,986     146,250     40,151     29,661  

Non-controlling interest

    341     327     169     169     0  

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Nine Months Ended March 31, 2014 as Compared to the Nine Months Ended March 31, 2013


 
  Nine months ended
March 31,
   
 
 
  % Change
2014 over 2013
 
 
  2013   2014  
 
  (in £ millions)
   
 

Revenue

    278.1     336.9     21.1 %

Commercial revenue

    114.5     145.0     26.6 %

Broadcasting revenue

    75.0     101.8     35.7 %

Matchday revenue

    88.6     90.1     1.7 %

Total operating expenses

    (227.0 )   (269.4 )   18.7 %

Employee benefit expenses

    (129.4 )   (157.9 )   22.0 %

Other operating expenses

    (57.2 )   (65.8 )   15.0 %

Depreciation

    (5.7 )   (6.3 )   10.5 %

Amortization of players' registrations

    (30.8 )   (39.2 )   26.9 %

Exceptional items

    (3.9 )   (0.3 )   (92.3 )%

Profit on disposal of players' registrations

    8.0     4.2     (47.5 )%

Net finance costs

    (39.9 )   (21.4 )   (46.4 )%

Tax credit/(expense)

    21.2     (20.6 )    

Revenue

Our consolidated revenue for the nine months ended March 31, 2014 was £336.9 million, an increase of £58.8 million, or 21.1%, over the nine months ended March 31, 2013, as a result of increases in each of our three revenue sectors, as described below.

Commercial revenue

Commercial revenue for the nine months ended March 31, 2014 was £145.0 million, an increase of £30.5 million, or 26.6%, over the nine months ended March 31, 2013.

    Sponsorship revenue for the nine months ended March 31, 2014 was £104.9 million, an increase of £35.3 million, or 50.7%, over the nine months ended March 31, 2013, primarily due to a significant increase from the pre-season tour and higher renewals and activation of new global and regional sponsorships;

    Retail, merchandising, apparel & product licensing revenue for the nine months ended March 31, 2014 was £28.2 million, an increase of £0.1 million, or 0.4%, over the nine months ended March 31, 2013, primarily due to additional profit share pursuant to the agreement with Nike; and

    New media & mobile revenue for the nine months ended March 31, 2014 was £11.9 million, a decrease of £4.9 million, or 29.3%, over the nine months ended March 31, 2013 due to the expiration of a few of our mobile partnerships.

Broadcasting revenue

Broadcasting revenue for the nine months ended March 31, 2014 was £101.8 million, an increase of £26.8 million, or 35.7%, over the nine months ended March 31, 2013, due to increased revenue from the Premier League domestic and international rights agreements, one additional home Premier League game, five additional live broadcast Premier League games, and increases in share of UEFA Champions League fixed pool distributions as we finished 1st in the Premier League in the 2012/13 season compared to 2nd in the 2011/12 season.

Matchday revenue

Matchday revenue for the nine months ended March 31, 2014 was £90.1 million, an increase of £1.5 million, or 1.7%, over the nine months ended March 31, 2013, primarily due to playing one additional home Premier League game, partly offset by playing one fewer domestic cup home game. The nine months ended March 31, 2013 also included one-off fees earned from the staging of Olympic Games football matches at Old Trafford.

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Total operating expenses

Total operating expenses (defined as employee benefit expenses, other operating expenses, depreciation, amortization of players' registrations and exceptional items) for the nine months ended March 31, 2014 were £269.4 million, an increase of £42.4 million, or 18.7%, over the nine months ended March 31, 2013.

Employee benefit expenses

Employee benefit expenses for the nine months ended March 31, 2014 were £157.9 million, an increase of £28.5 million, or 22.0%, over the nine months ended March 31, 2013. This increase was primarily due to the impact of player signings, contractual player wage increases and bonuses associated with the growth of our commercial business. The prior year period also benefitted from a one-off receipt of £1.3 million in respect of players on International duty at Euro 2012.

Other operating expenses

Other operating expenses for the nine months ended March 31, 2014 were £65.8 million, an increase of £8.6 million, or 15.0%, over the nine months ended March 31, 2013. This increase was primarily due to increased pre-season tour travel costs and foreign exchange losses.

Depreciation

Depreciation for the nine months ended March 31, 2014 was £6.3 million, an increase of £0.6 million, or 10.5%, over the nine months ended March 31, 2013, primarily due to capital expenditures at the Aon Training Complex.

Amortization of players' registrations

Amortization of players' registrations for the nine months ended March 31, 2014 was £39.2 million, an increase of £8.3 million, or 26.9%, over the nine months ended March 31, 2013 as a result of player acquisitions, which were partially offset by reductions due to departed players during the period. The unamortized balance of players' registrations at March 31, 2014 was £161.8 million.

Exceptional items

Exceptional items for the nine months ended March 31, 2014 were £0.3 million and related to investment property impairment charges based on an external valuation. Exceptional items for the nine months ended March 31, 2013 were £3.9 million and related to professional advisor fees in connection with our initial public offering.

Profit on disposal of players' registrations

Profit on disposal of players' registrations for the nine months ended March 31, 2014 was £4.2 million, a decrease of £3.8 million, or 47.5%, over the nine months ended March 31, 2013. The profit on disposal of players' registrations for the nine months ended March 31, 2014 related to the disposals of Larnell Cole (Fulham), Ryan Tunnicliffe (Fulham), Mats Daehli (Molde) and Scott Wooton (Leeds). The profit on disposal of players' registrations for the nine months ended March 31, 2013 related to the disposals of Robbie Brady (Hull), Park Ji-Sung (QPR), Dimitar Berbatov (Fulham) and Paul Pogba (Juventus).

Net finance costs

Net finance costs for the nine months ended March 31, 2014 were £21.4 million, a decrease of £18.5 million, or 46.4%, over the nine months ended March 31, 2013. The decrease was primarily due to a £9.9 million reduction in interest payable on secured borrowings and a £8.0 million reduction in premium paid and accelerated amortization related to senior secured note repurchases in the prior year period.

On July 1, 2013, we started hedging the foreign exchange risk on a portion of our future US dollar revenues using our US dollar borrowings as the hedging instrument. As a result, foreign exchange gains or losses arising on re-translation of our US dollar borrowings are now initially deferred in a hedging reserve in the balance sheet rather than recognized in the income statement immediately. These gains or losses will be 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. This will reduce the foreign exchange volatility in our income statement.

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We have entered into a floating to fixed interest rate swap on our $315.7 million secured term loan creating a maximum and minimum interest rate of approximately 4.1% and 2.8% respectively (subject to leverage grid) from November 25, 2013 for the remaining life of the facility.

Tax

The tax expense for the nine months ended March 31, 2014 was £20.6 million, compared to a credit of £21.1 million for the nine months ended March 31, 2013.

The tax credit for the nine months ended March 31, 2013 primarily related to the recognition of a deferred tax asset in respect of certain US tax bases assumed by Manchester United plc following the transfer of Red Football Shareholder Limited and its subsidiaries from the controlling shareholders to Manchester United plc.

Year Ended June 30, 2013 as Compared to the Year Ended June 30, 2012


 
  Year ended June 30,    
 
 
  % Change
2013 over 2012
 
 
  2012   2013  
 
  (in £ millions)
   
 

Revenue

    320.3     363.2     13.4 %

Commercial revenue

    117.6     152.4     29.7 %

Broadcasting revenue

    104.0     101.6     (2.3 )%

Matchday revenue

    98.7     109.1     10.5 %

Total operating expenses

    (285.1 )   (310.3 )   8.8 %

Employee benefit expenses

    (161.7 )   (180.5 )   11.6 %

Other operating expenses

    (67.0 )   (74.1 )   10.6 %

Depreciation

    (7.5 )   (7.8 )   4.0 %

Amortization of players' registrations

    (38.3 )   (41.7 )   8.9 %

Exceptional items

    (10.7 )   (6.2 )   (42.1 )%

Profit on disposal of players' registrations

    9.7     9.2     (5.5 )%

Net finance costs

    (49.5 )   (70.8 )   43.0 %

Tax credit

    28.0     155.2     454.3 %

Revenue

Our consolidated revenue for the year ended June 30, 2013 was £363.2 million, an increase of £42.9 million, or 13.4%, compared to the year ended June 30, 2012, as a result of an increase in revenue in our Commercial and Matchday sectors, which was partially offset by a decrease in revenue in our Broadcasting sector, as described below.

Commercial revenue

Commercial revenue for the year ended June 30, 2013 was £152.4 million, an increase of £34.9 million, or 29.7%, over the year ended June 30, 2012.

    Sponsorship revenue for the year ended June 30, 2013 was £90.9 million, an increase of £27.8 million, or 44.1%, over the year ended June 30, 2012, primarily as a result of the shirt pre-sponsorship support from General Motors of £11.9 million and an increase from the addition of several new global and regional sponsorships.

    Retail, merchandising, apparel & product licensing revenue for the year ended June 30, 2013 was £38.6 million, an increase of £4.8 million, or 14.2%, over the year ended June 30, 2012, primarily as a result of additional profit share received pursuant to the agreement with Nike.

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    New media & mobile revenue for the year ended June 30, 2013 was £23.0 million, an increase of £2.3 million, or 11.1%, over the year ended June 30, 2012, primarily as a result of the commencement of new mobile partnerships and increased revenues from existing partnerships.

Broadcasting revenue

Broadcasting revenue for the year ended June 30, 2013 was £101.6 million, a decrease of £2.4 million, or 2.3%, over the year ended June 30, 2012. Broadcasting revenue was primarily impacted by our UEFA Champions League distributions for fiscal year 2013 being based on a 25% share for finishing as runner-up in the Premier League in the preceding season, compared to a 40% share in the fiscal year 2012 for finishing as champions in the Premier League in the preceding season.

Matchday revenue

Matchday revenue for the year ended June 30, 2013 was £109.1 million, an increase of £10.4 million, or 10.5%, over the year ended June 30, 2012. The increase in Matchday revenue was due primarily to the Olympics in summer 2012 and five domestic cup home fixtures in the fiscal year 2013 compared to one in the fiscal year 2012.

Total operating expenses

Total operating expenses (defined as employee benefit expenses, other operating expenses, depreciation, amortization of players' registrations and exceptional items) were £310.3 million in the year ended June 30, 2013, an increase of £25.2 million, or 8.8%, over the year ended June 30, 2012.

Employee benefit expenses

Employee benefit expenses for the year ended June 30, 2013 were £180.5 million, an increase of £18.8 million, or 11.6%, over the year ended June 30, 2012. This increase was primarily due to new player signings, existing player wage increases and growth in commercial headcount.

Other operating expenses

Other operating expenses for the year ended June 30, 2013 were £74.1 million, an increase of £7.1 million, or 10.6%, over the year ended June 30, 2012. This increase was primarily due to an increase in domestic cup gateshare costs, catering direct costs, and police and security costs — associated with the domestic cup home games played in the year, as well as costs of hosting the matches at the summer 2012 Olympic Games.

Depreciation

Depreciation for the year ended June 30, 2013 amounted to £7.8 million, an increase of £0.3 million, or 4.0%, over the year ended June 30, 2012, primarily due to capital expenditures at the Aon Training Complex.

Amortization of players' registrations

Amortization of players' registrations for the year ended June 30, 2013 was £41.7 million, an increase of £3.4 million, or 8.9%, over the year ended June 30, 2012. Increases in amortization due to player acquisitions during the year (mainly Robin van Persie, Shinji Kagawa, Wilfried Zaha and Nick Powell) were partially offset by reductions due to departed players (mainly Dimitar Berbatov). The unamortized balance of existing players' registrations as of June 30, 2013 was £119.9 million, of which £44.1 million is expected to be amortized in the year ended June 30, 2014. The remaining balance is expected to be amortized over the four years to June 30, 2018. This does not take into account player additions after June 30, 2013, which would have the effect of increasing the amortization expense in future periods, nor does it consider disposals subsequent to June 30, 2013, which would have the effect of decreasing future amortization charges. Furthermore, any contract renegotiations would also impact future charges.

Exceptional items

Exceptional items of £6.2 million were recognized for the year ended June 30, 2013, of which £3.8 million related to professional advisory fees in connection with our 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

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changes following the retirement of the team manager and the subsequent appointment of a new team manager. Exceptional items of £10.7 million were recognized for the year ended June 30, 2012, of which £8.9 million related to professional advisory fees in connection with our IPO and previously proposed public offering of shares and £1.8 million related to an increase in the provision relating to the Football League pension scheme deficit following an actuarial valuation.

Profit on disposal of players' registrations

Profit on disposal of players' registrations for the year ended June 30, 2013 was £9.2 million, a decrease of £0.5 million, or 5.5%, over the year ended June 30, 2012. The profit on disposal of players' registrations for the year ended June 30, 2013 related to the disposals of Robbie Brady (Hull), Park Ji-Sung (QPR), Dimitar Berbatov (Fulham) and Paul Pogba (Juventus). The profit on disposal of players' registrations for the year ended June 30, 2012 related to the disposals of Gabriel Obertan (Newcastle), Wes Brown and John O'Shea (Sunderland), Darron Gibson (Everton), Mame Diouf (Hannover), Ravel Morrison (West Ham), and Danny Drinkwater, Matty James and Ritchie De Laet (Leicester).

Net finance costs

Net finance costs for the year ended June 30, 2013 were £70.8 million, an increase of £21.3 million, or 43.0%, over the year ended June 30, 2012. The primary reasons for this increase were the premium paid on the redemption of senior secured notes of £22.0 million (£16.7 million of this increase related to our June 24, 2013 redemption of £177.8 million in aggregate principal amount of our outstanding 83/4% pounds sterling senior secured notes due 2017 and $22.1 million in aggregate principal amount of our outstanding 83/8% US dollar senior secured notes due 2017), compared to £2.2 million in the prior year, and the amortization of issue discount and debt finance costs of £11.8 million, compared to £2.3 million in the prior year. This increase was offset by reduced interest payable on senior secured notes of £4.3 million, a £1.7 million favorable foreign exchange swing on the translation of our US dollar denominated senior secured notes, a £1.0 million gain on the translation of our new US dollar denominated secured term loan and a £0.5 million increase in interest receivable.

Tax credit

For the year ended June 30, 2013, we recorded a non-cash tax credit of £155.2 million, largely comprising the recognition of US deferred tax assets.

As a result of the Reorganization Transactions related to the IPO, we inherited the £96.1 million carried forward US tax bases of Red Football Limited Partnership, which we expect to benefit from by way of future US tax deductions.

Furthermore, the Reorganization Transactions related to the IPO resulted in additional US tax bases or "step-up" that we currently expect to result in the availability of further US tax deductions. The resulting increase in tax bases is currently estimated to be approximately $350 million (£225 million) gross, although not all of this is expected to result in increased US tax deductions. The deductible element of the "step-up" was not finalized at the time of preparation of the financial statements for the year ended June 30, 2013 and consequently the £31.9 million recognized as a deferred tax asset with respect to the step-up reflected management's best estimate.

A charge in respect of previous years amounting to £1.1 million will be reflected in the financial statements for the year ended June 30, 2014, representing a refinement in tax estimates in relation to the above mentioned US tax bases.

In addition, we expect to utilize any future UK taxes paid as foreign tax credits in the US, allowing us to "mirror" our existing UK net deferred tax liability as a deferred tax asset in the US. As our existing UK net deferred tax liability unwinds, we expect there to be UK taxable income that will result in a foreign tax credit in the US. The benefit of the expected foreign tax credit in the US has resulted in a deferred tax asset of £25.3 million.

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The £153.3 million US deferred tax asset recognized in connection with the Reorganization Transactions related to the IPO, a portion of which has been utilized during the year ended June 30, 2013, reflects management's current expectation that there will be sufficient future taxable profits to utilize future US tax deductions.

In the prior year, we recorded a tax credit of £28.0 million primarily due to the recognition of previously unrecognized UK tax losses as a UK deferred tax asset and the continuing release of the UK deferred tax liabilities.

Year Ended June 30, 2012 as Compared to the Year Ended June 30, 2011


 
  Year ended June 30,    
 
 
  % Change
2012 over 2011
 
 
  2011   2012  
 
  (in £ millions)
   
 

Revenue

    331.4     320.3     (3.3 )%

Commercial revenue

    103.4     117.6     13.7 %

Broadcasting revenue

    117.2     104.0     (11.3 )%

Matchday revenue

    110.8     98.7     (10.9 )%

Total operating expenses

    (272.7 )   (285.1 )   4.6 %

Employee benefit expenses

    (152.9 )   (161.7 )   5.7 %

Other operating expenses

    (68.8 )   (67.0 )   (2.6 )%

Depreciation

    (7.0 )   (7.5 )   7.1 %

Amortization of players' registrations

    (39.2 )   (38.3 )   (2.3 )%

Exceptional items

    (4.7 )   (10.7 )   127.7 %

Profit on disposal of players' registrations

    4.5     9.7     115.6 %

Net finance costs

    (51.3 )   (49.5 )   (3.5 )%

Tax credit

    1.0     28.0     2,700.0 %

Revenue

Our consolidated revenue for the year ended June 30, 2012 was £320.3 million, a decrease of £11.1 million, or 3.3%, as compared to the year ended June 30, 2011, 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 June 30, 2012 was £117.6 million, an increase of £14.2 million, or 13.7%, over the year ended June 30, 2011. The increase in Commercial revenue reflects an increase of £8.2 million from the activation of several new global and regional sponsorships. We also experienced an increase of £1.5 million from our shirt sponsorship, as well as an increase of £0.9 million in revenue generated from tours. In addition, additional profit share pursuant to the arrangement with Nike recognized in the years ended June 30, 2012 and 2011 amounted to £8.4 million and £5.7 million, respectively.

    Sponsorship revenue for the year ended June 30, 2012, was £63.1 million, an increase of £8.2 million, or 14.9%, over the year ended June 30, 2011, primarily as a result of the shirt sponsorship with Aon and the addition of the new sponsorships, as discussed above.

    Retail, merchandising, apparel & product licensing revenue for the year ended June 30, 2012 was £33.8 million, an increase of £2.5 million, or 8.0%, over the year ended June 30, 2011, primarily as a result of additional profit share received pursuant to the agreement with Nike, as discussed above.

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    New media & mobile revenue for the year ended June 30, 2012 was £20.7 million, an increase of £3.5 million, or 20.3%, over the year ended June 30, 2011, primarily as a result of the commencement of new mobile partnerships and increased payments from existing partnerships.

Broadcasting revenue

Broadcasting revenue for the year ended June 30, 2012 was £104.0 million, a decrease of £13.2 million, or 11.3%, over the year ended June 30, 2011. Broadcasting revenue was primarily impacted by our early exit from the Champions League, compared with our progression through to the final in the year ended June 30, 2011. In addition, FA Cup revenues in the year ended June 30, 2012 were impacted by our 4th round exit, compared with reaching the semi-final in the year ended June 30, 2011.

Matchday revenue

Matchday revenue for the year ended June 30, 2012 was £98.7 million, a decrease of £12.1 million, or 10.9%, over the year ended June 30, 2011. The decrease in Matchday revenue was the result of having played four less home games in the year ended June 30, 2012 as compared to the year ended June 30, 2011 when we also generated revenue as a result of reaching the Champions League final and FA Cup semi-final, both games staged at Wembley Stadium.

Total operating expenses

Total operating expenses (defined as employee benefit expenses, other operating expenses, depreciation, amortization of players' registrations and exceptional items) were £285.1 million in the year ended June 30, 2012, an increase of £12.5 million, or 4.6%, over the year ended June 30, 2011.

Employee benefit expenses

Employee benefit expenses for the year ended June 30, 2012 were £161.7 million, an increase of £8.8 million, or 5.7%, over the year ended June 30, 2011. This increase was primarily due to an increase in football player and staff compensation, offset by lower success related bonuses compared to the year ended June 30, 2011 when we won the Premier League Championship and reached the Champions League final. The increasingly competitive global market for football players continues to be a primary driver of staff costs. Throughout the two years ended June 30, 2012, our employee benefit expenses increased as a result of increases to player compensation reflecting our ongoing strategy of investing in our first team. There have also been increases to our overall number of non-football employees, driven in large part by the expansion of our commercial operations.

Other operating expenses

Other operating expenses for the year ended June 30, 2012 were £67.0 million, a decrease of £1.8 million or 2.6% over the year ended June 30, 2011. This decrease was primarily due to reduced travel costs compared to the year ended June 30, 2011 when the first team reached the Champions League final and reduced gateshare payments to our opponents due to fewer domestic cup matches played at Old Trafford in the year ended June 30, 2012. This decrease was partially offset by a general underlying growth in operating expenditure largely associated with the continued growth of our commercial operations.

Depreciation

Depreciation for the year ended June 30, 2012 amounted to £7.5 million, an increase of £0.5 million, or 7.1%, over depreciation of £7.0 million for the year ended June 30, 2011.

Amortization of players' registrations

Amortization of players' registrations for the year ended June 30, 2012 was £38.3 million, which was largely in line with £39.2 million for the year ended June 30, 2011. Increases in amortization due to player acquisitions during the year (mainly Phil Jones, David de Gea and Ashley Young) were offset by reductions due to contract extensions (mainly Anderson, Chris Smalling and Antonio Valencia) and departed players (mainly Owen Hargreaves). The unamortized balance of existing players' registrations as of June 30, 2012 was £112.4 million, of which £30.4 million is expected to be amortized in the year ended June 30, 2013. The remaining balance is expected to be amortized over the three years to June 30, 2016. This does not take into account player additions after June 30, 2012, which would have the effect of increasing the

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amortization expense in future periods; nor does it consider disposals subsequent to June 30, 2012, which would have the effect of decreasing future amortization charges. Furthermore, any contract renegotiations would also impact future charges.

Exceptional items

Exceptional items of £10.7 million were recognized for the year ended June 30, 2012, of which £8.9 million related to professional advisory fees in connection with our IPO and previously proposed public offering of shares and £1.8 million related to an increase in the provision relating to the Football League pension scheme deficit following an actuarial valuation. Exceptional items of £4.7 million were recognized for the year ended June 30, 2011, of which £2.7 million related to professional advisory fees in connection with a proposed public offering of shares and £2.0 million related to an impairment of investment property.

Profit on disposal of players' registrations

Profit on disposal of players' registrations for the year ended June 30, 2012 was £9.7 million, an increase of £5.2 million, or 115.6%, over the year ended June 30, 2011. The profit on disposal of players' registrations for the year ended June 30, 2012 related to the disposals of Gabriel Obertan (Newcastle), Wes Brown and John O'Shea (Sunderland), Danny Drinkwater (Leicester), Darron Gibson (Everton), Mame Diouf (Hannover), Ravel Morrison (West Ham), and Matty James and Ritchie De Laet (Leicester). The profit on disposal of players' registrations for the year ended June 30, 2011 related mainly to the transfers of Craig Cathcart, Rodrigo Possebon, Magnus Wolff Eikram, James Chester and Cameron Stewart with additional trigger payments being received for players previously transferred.

Net finance costs

Net finance costs for the year ended June 30, 2012 were £49.5 million, a decrease of £1.8 million, or 3.5%, as compared to £51.3 million for year ended June 30, 2011. The main reasons for this decrease were a £6.4 million decrease in interest payable on bank loans and senior secured notes primarily due to repurchases of senior secured notes and a £16.9 million decrease in interest payable and accelerated amortization of debt issue on the secured payment in kind loan following repayment of this loan mid-way through the year ended June 30, 2011. These decreases were partly offset by an unrealized loss of £5.2 million on the translation of our US dollar denominated senior secured notes in the year ended June 30, 2012 compared to an unrealized gain of £16.4 million in the year ended June 30, 2011 (an adverse movement of £21.6 million). Foreign exchange gains or losses are not a cash charge and could reverse depending on dollar/sterling exchange rate movement. Any gain or loss on a cumulative basis will not be realized until 2017 (or earlier if our senior secured notes are refinanced or redeemed prior to their stated maturity).

Tax credit

The tax credit for the year ended June 30, 2012 was £28.0 million as compared with a tax credit of £1.0 million for the year ended June 30, 2011. The increase primarily resulted from the recognition of a previously unrecognized UK deferred tax asset. This asset relates to previously unrecognized UK tax losses.

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 and other operating expenses. Historically, we have met these cash requirements through a combination of operating cash flow and proceeds from the transfer fees from the sale of players' registrations. Our existing borrowings primarily consist of our secured term loan and our senior secured notes, although we have in the past, and may from time to time in the future, repurchase our senior secured notes in open market transactions. Repurchased senior secured notes have been retired. Additionally, although we have not needed to draw any borrowings under our revolving credit facility since 2009, we have no intention of retiring our revolving credit facility and may draw on it in the future in order to satisfy our working capital requirements. We manage our cash flow interest rate risk where appropriate using interest rate swaps at contract lengths consistent with the

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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 sponsorship revenue exposure. See "— Indebtedness." 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.

Our business generates a significant amount of cash from gate revenues and commercial contractual arrangements at or near the beginning of our fiscal year, with a steady flow of other cash received throughout the fiscal year. In addition, we generate a significant amount of our cash through advance receipts, including season tickets (which include general admission season tickets and seasonal hospitality tickets), most of which are received prior to the end of June for the following season. Our Broadcasting revenue from the Premier League and UEFA are paid periodically throughout the season, with primary payments made in 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 revolving credit facility. As of March 31, 2014, we had no borrowings under our revolving credit facility.

Pursuant to our contract with Nike, we are entitled to share in the cumulative net profits (incremental to the guaranteed sponsorship and licensing fees) generated by Nike from the licensing, merchandising and retail operations. The annual installment Nike pays us in respect of the £303 million in minimum guaranteed sponsorship and licensing fees can be affected each year by the level of cumulative profits generated. Nike is required to pay us the cumulative profit share in cash as the first installment of the minimum guarantee in each fiscal year, with the balance (up to the portion of the minimum guarantee for that year) paid to us in equal quarterly installments. In the event the cumulative profit share paid to us in the first installment exceeds the portion of the minimum guarantee for that year, no additional payments are made for the remainder of the year. The excess of the amount received in cash from Nike above the minimum guarantee, if any, for any particular year is deemed to be the amount of cumulative profit retained in a particular year. At the end of the contract, we will receive a cash payment equal to the cumulative profit not previously retained, as described above. We are currently accruing cumulative profit share revenue on our balance sheet that will be paid to us by Nike at the end of the contract, in 2015.

We have reached 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, with an average annual installment of £75 million per year over the term of the agreement, subject to certain adjustments. See "Prospectus Supplement Summary — Recent Developments — Global Technical Sponsorship and Dual Branded Licensing Rights Agreement" for additional information regarding our agreement with adidas.

We also maintain a mixture of long-term debt and capacity under our 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.

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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 revolving credit facility during the summer transfer window, if we seek to acquire players with values substantially in excess of the values of players we seek to sell, we may be required to draw on our revolving credit facility to meet our cash needs.

Acquisition and disposal of players' 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 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 75,635. In addition, we have continued to invest in improving hospitality suites and catering facilities through refurbishment programs. For example, in the 2009/10 and 2010/11 seasons, we upgraded the East Stand, North Stand and West Stand multi-seat facilities. We record these investments as capital expenditures. Capital expenditure at Old Trafford was £4.0 million, £15.3 million and £7.3 million for the years ended June 30, 2013, 2012 and 2011, respectively. We typically invest approximately £3 million per year in refurbishment capital expenditure with further investments in expansion capital expenditure as required.

In addition, we spent £7.6 million in fiscal year 2013 and approximately £2.0 million in the fiscal year 2014 in connection with updating and expanding the Aon Training Complex, our training facility.

New media capital expenditure

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

Net player capital expenditure

From the year ended June 30, 1999 to the year ended June 30, 2013, average net player capital expenditure represented a cash outflow of £17.8 million per fiscal year (excluding the sale of a player in the year ended June 30, 2009 that generated a significant cash inflow, average net player capital expenditure over the same period would have been a cash outflow of £23.1 million per fiscal year). However, net player capital expenditure has varied significantly from period to period, as shown in the table below, and while we expect that trend to continue, competition for talented players may force clubs to spend increasing amounts on player registration fees. We may explore new player acquisitions in connection with the current transfer period or 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.

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Last 15 Years Net Player Capital Expenditure(1)

GRAPHIC


(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 year ended June 30, 2013, the data above was derived from the annual financial statements of Manchester United plc. For the years ended June 30, 2007 to June 30, 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 June 30, 2005. Manchester United plc's fiscal year ended on July 31 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 June 30, 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 July 1, 2008 were prepared in accordance with Generally Accepted Accounting Practice in the United Kingdom.

(2)
Represents the preliminary estimate for fiscal year ended June 30, 2014. See "Prospectus Supplement Summary — Recent Developments — Preliminary Estimates for our Fiscal Year Ended June 30, 2014." Net player capital expenditure for the nine months ended March 31, 2014 was £53.5 million.

Working Capital

Our directors confirmed that, as of the date of this prospectus supplement, 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.

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Cash Flow

The following table summarizes our cash flows for the years ended June 30, 2011, 2012 and 2013 and the nine month periods ended March 31, 2013 and 2014:


<
 
  Year ended June 30,   Nine months ended
March 31,
 
 
  2011   2012   2013   2013   2014  
 
  (in £ millions)
   
   
 

Cash flow from operating activities

                               

Cash generated from operations

    125.1     80.3     129.9     56.9     30.7  

Interest paid

    (167.5 )   (47.1 )   (73.6 )   (46.9 )   (22.8 )

Debt finance costs relating to borrowings

    (0.1 )       (3.1 )       (0.1 )

Interest received

    1.8     1.0     0.9     0.4     0.1  

Income tax (paid)/refund

    (0.1 )   (3.3 )   3.1     0.6     (1.1 )
                       

Net cash (used in)/generated from operating activities

    (40.8 )   30.9     57.2     11.0     6.8  
                       
                       

Cash flow from investing activities

                               

Purchases of property, plant and equipment (net of proceeds)

    (7.1 )   (15.3 )   (12.5 )   (10.6 )   (8.5 )

Purchases of investment property

        (7.3 )            

Purchases of players' registrations

    (25.4 )   (59.0 )   (46.0 )   (41.3 )   (62.1 )

Proceeds from sale of players' registrations

    14.0     9.4     9.7     8.0     8.6  
                       

Net cash used in investing activities

    (18.5 )   (72.2 )   (48.8 )   (43.9 )   (62.0 )
                       
                       

Cash flow from financing activities

                               

Proceeds from issue of shares

    249.1         70.3     70.3      

Expenses directly attributable to issue of shares

            (1.5 )   (1.5 )    

Acquisition of additional interest in subsidiary

            (2.7 )   (2.7 )    

Proceeds from borrowings

            209.2          

Repayment of borrowings

    (202.5 )   (28.8 )   (259.3 )   (67.3 )   (0.3 )

Dividends paid

        (10.0 )            
                       

Net cash generated from/(used in) financing activities

    46.6     (38.8 )   16.0     (1.2 )   (0.3 )
                       

Net (decrease)/increase in cash and cash equivalents

    (12.7 )   (80.1 )   24.4