SEC Form 3 · accession 0000950157-26-000771
Manchester United plc · MANU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Ordinary SharesF1 | holding | — | — | — | 16,188,183 | I | By INEOS Services Limited |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Ordinary SharesF1,F2 | $0.00 | holding | — | — | — | — | — | Class A Ordinary Shares | 33,692,463 | — | I |
Explanation of responses
- F1See Remarks
- F2Each Class B Ordinary Share is convertible on a one-for-one basis into a Class A Ordinary Share at any time at the option of the holder, and has no expiration date.
Remarks
As part of an internal reorganization to simplify the corporate structure of the wider INEOS group, James A. Ratcliffe, Andrew Currie and John Reece (the "Shareholders") interposed INEOS Limited as the new holding company of the INEOS group (the "Reorganization"). INEOS Limited is (i) owned and controlled by the Shareholders in the same proportions as their previous shareholdings in INEOS Services Limited, formerly known as INEOS Limited, and (ii) the sole (100%) shareholder of INEOS Services Limited. There has been no transfer by INEOS Services Limited of the Class A Ordinary Shares or the Class B Ordinary Shares in connection with the Reorganization - i.e., INEOS Services Limited remains the direct owner of the Class A Ordinary Shares and the Class B Ordinary Shares. Accordingly, the indirect interest of the Shareholders in the Ordinary Shares has not changed. The Shareholders collectively have voting and investment power over the securities indirectly held by INEOS Limited. Due to that certain letter agreement between the Shareholders with respect to the voting and disposition of the shares in Manchester United plc (the "Issuer"), for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, none of James A. Ratcliffe, Andrew Currie and John Reece individually has beneficial ownership over the securities held indirectly by INEOS Limited. James A. Ratcliffe, Andrew Currie and John Reece each disclaim beneficial ownership over all of the securities in the Issuer held by INEOS Services Limited and neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by James A. Ratcliffe, Andrew Currie or John Reece that they are individually the beneficial owners of any of the securities referred to herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.