Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
MANCHESTER UNITED PLC
(Name of Issuer)
Class A ordinary shares, par value $0.0005 per share
(Title of Class of Securities)
G5784H106
(CUSIP Number)
c/o Manchester United plc
Old Trafford
Manchester M16 0RA
United Kingdom
+44 (0) 161 868 8000
(Name, Address and Telephone
Number of Person
Authorized to Receive Notices and Communications)
February 20, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G5784H106 | 13D | Page 1 of 6 pages |
| 1 |
NAMES OF REPORTING PERSONS
Edward S. Glazer Irrevocable Exempt Trust | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
10,411,188 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
10,411,188 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,411,188 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9% | |
| 14 |
TYPE OF REPORTING PERSON
OO | |
| CUSIP No. G5784H106 | 13D | Page 2 of 6 pages |
| 1 |
NAMES OF REPORTING PERSONS
Edward S. Glazer | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
10,411,188 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
10,411,188 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,411,188 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9% | |
| 14 |
TYPE OF REPORTING PERSON
IN | |
| CUSIP No. G5784H106 | 13D | Page 3 of 6 pages |
Explanatory Note
This Amendment No. 8 to Schedule 13D (“Amendment No. 8”) amends and supplements the Statement on Schedule 13D originally filed with the United States Securities and Exchange Commission on August 23, 2013 (as amended to date, the “Statement”), relating to the Class A ordinary shares, par value $0.0005 per share (the “Class A ordinary shares”) of Manchester United plc, a Cayman Islands company (the “Issuer”). This Amendment No. 8 is filed by the Edward S. Glazer Irrevocable Exempt Trust (the “Trust”) and Edward S. Glazer (the “Trustee” and, together with the Trust, the “Reporting Persons”). Capitalized terms used herein without definition shall have the meaning set forth in the Statement.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby is amended and supplemented as follows.
On February 20, 2024 (the “Closing”), pursuant to and upon the terms and subject to the conditions of that certain transaction agreement (the “Transaction Agreement”), dated as of December 24, 2023, by and among Manchester United plc (the “Company”), the holders of the Company’s Class B ordinary shares, par value $0.0005 per share (the “Class B ordinary shares”), identified therein (the “Sellers”) and Trawlers Limited, a company limited by shares incorporated under the Isle of Man’s Companies Act 2006 with company number 021222V (“Purchaser”), which is an entity solely owned by Sir Jim Ratcliffe (together with Purchaser, the “Offerors”), (i) the Offerors completed the previously announced tender offer (the “Offer”) to purchase up to 13,237,834 of the Class A ordinary shares, representing 25.0% of the issued and outstanding Class A ordinary shares as of the close of business on December 22, 2023, rounded up to the nearest whole Class A ordinary share, at a price of $33.00 per Class A ordinary share (subject to certain adjustments) (the “Offer Price”), (ii) Purchaser completed the previously announced purchase of 25.0% of the issued and outstanding Class B ordinary shares from the Sellers at the Offer Price (the Class B ordinary shares so purchased, the “Sale Shares”), which included 4,591,984 Class B ordinary shares purchased by the Purchaser from the Trust, and (iii) Purchaser completed the previously announced subscription for 1,966,899.062 Class A ordinary shares and 4,093,706.998 Class B ordinary shares from the Company, at the Offer Price, for an aggregate subscription price of $200 million (such subscription, the “Closing Share Subscription”). Pursuant to the Transaction Agreement, Purchaser also agreed to subscribe for an additional 983,449.531 Class A ordinary shares and 2,046,853.499 Class B ordinary shares from the Company, at the Offer Price, for an aggregate subscription price of $100 million, to close on December 31, 2024, or such earlier date following the Closing as Purchaser may notify the Company in writing on no less than 10 business days’ written notice. The Transaction Agreement previously was filed as an exhibit to the Schedule 13D.
| CUSIP No. G5784H106 | 13D | Page 4 of 6 pages |
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
(a) – (b)
The following sets forth, as of the date of this Statement, the aggregate number and percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons, as well as the number of Class A ordinary shares as to which each Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, based 54,918,234.062 Class A ordinary shares outstanding as of February 20, 2024.
| Reporting Person | Amount beneficially owned | Percent of class | Sole power to vote or to direct the vote | Shared power to vote or to direct the vote | Sole power to dispose or to direct the disposition | Shared power to dispose or to direct the disposition | ||||||||||||||||||
| Edward S. Glazer Irrevocable Exempt Trust | 10,411,188 | 15.9 | % | 0 | 10,411,188 | 0 | 10,411,188 | |||||||||||||||||
| Edward S. Glazer | 10,411,188 | 15.9 | % | 0 | 10,411,188 | 0 | 10,411,188 | |||||||||||||||||
The Trust is the record holder of 10,411,188 Class B ordinary shares, which are convertible on a one-for-one basis into Class A ordinary shares at any time at the option of the holder. The Trustee is a trustee of the Trust, and in such capacity may be deemed to beneficially own the shares held of record by the Trust.
| (c) | Except as described in Item 4, none of the Reporting Persons has effected any transactions in the Class A ordinary shares during the past 60 days. |
| (d) | None. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 is hereby amended and supplemented by the following:
Item 4 above summarizes certain provisions of the Registration Rights Agreement and is incorporated herein by reference. A copy of this agreement is attached as an exhibit hereto, and is incorporated by reference herein.
| CUSIP No. G5784H106 | 13D | Page 5 of 6 pages |
| Item 7. | Materials to be Filed as Exhibits |
Item 7 of the Statement is hereby supplemented as follows.
| CUSIP No. G5784H106 | 13D | Page 6 of 6 pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 22, 2024
| Edward S. Glazer Irrevocable Exempt Trust | ||
| By: | /s/ Edward S. Glazer | |
| Name: | Edward S. Glazer | |
| Title: | Trustee | |
| Edward S. Glazer | ||
| /s/ Edward S. Glazer | ||
| Name: | Edward S. Glazer | |