Trawlers Limited agreed to acquire 25% of the Class A shares in Manchester United plc (NYSE:MANU) on December 14, 2023. As on December 24, 2023 entered into agree to acquire to acquire 25% of the Class A shares in Manchester United plc (NYSE:MANU) for approximately $440 million. Under the terms of the transaction agreement, the Purchaser will commence a cash tender offer to purchase, at a price of $33.00 per share, up to 13,237,834 Class A Ordinary Shares, par value $0.0005 per share, of the Company (the ?Class A Ordinary Shares? and together with the Class B Ordinary Shares, the ?Ordinary Shares?) (which represents twenty-five per cent, (25%) of the issued and outstanding Class A Ordinary Shares as of the date of the Transaction Agreement, rounded up to the nearest whole Class A Ordinary Share) (the ?Offer Cap?), with the holders of the Class A Ordinary Shares having the right to tender all of their Class A Ordinary Shares subject to a pro rata cutback in the event that the number of Class A Ordinary Shares that are validly tendered (and not validly withdrawn) exceeds the Offer Cap (the ?Class A Share Tender Offer?). As a part of acquisition, Trawlers Limited, will initiate a tender offer to acquire up to a number of shares that, at launch, will represent 25% of the Class A ordinary shares of the Company, par value $0.0005 per share (?Class A shares?), in each case at a price of $33.00 per share in cash. Subject to a sufficient number of Class A shares being tendered in the offer, Trawlers Limited would own 25% of the Club following the closing of the transaction. In a related transaction, Jim Ratcliffe also agreed to acquire 25% of the Class B shares in Manchester United plc (NYSE:MANU) for approximately $910 million. Jim will provide a $300 million fund intended to enable future investment into the Club?s infrastructure at Old Trafford, comprising $200 million paid upon the closing of the transaction and a further $100 million by the end of 2024. Trawlers Limited will be issued additional Class A and Class B shares at $33.00 in respect of such investment. The transaction will be fully funded by Trawlers Limited without any debt. John Reece and Rob Nevin shall become directors of the Company as of immediately after the Effective Time and Sir Dave Brailsford and Jean-Claude Blanc shall become directors of the Club as of immediately after the Effective Time. As part of the transaction, INEOS has accepted a request by the Board to be delegated responsibility for the management of the Club?s football operations. In the event the Transaction Agreement is terminated, the Purchaser failing to consummate the Closing after all conditions precedent to the Closing have been satisfied, then Purchaser shall pay (or cause to be paid) to the Company, a sum equal, in the aggregate, to $164 million (the ?Reverse Termination Fee?) within three (3) business days following such termination. In the event the Transaction Agreement is terminated (i) by the Sellers or the Company due to an unremovable legal restraint or (ii) by the Sellers, the Company or the Purchaser due the occurrence of the End Date without the Class A Share Tender Offer being completed, then Purchaser shall pay (or cause to be paid) to the Company a sum equal to $82 million (the ?Other Regulatory Termination Fee? and, together with the Reverse Termination Fee, the ?Purchaser Termination Fees?). In the event that the Transaction Agreement is terminated due to an Adverse Recommendation Change, then the Company shall pay (or cause to be paid) to the Purchaser a sum equal to (i) $48 million plus (ii) an amount (not to exceed $18 million) for Purchaser?s reasonable and documented costs and expenses incurred in connection with the Transaction Agreement and the Transactions.

The transaction is subject to customary regulatory approvals and all parties are hopeful it will be completed as soon as possible. The closing of the tender offer will be subject to the receipt of Premier League approval and other necessary regulatory approvals, shareholder approval of an amendment to the Articles of Association and other customary conditions. Also subject to the consummation of (A) the sale and purchase of the Sale Shares and (B) the subscription, issue and allotment of the Closing Subscription Shares shall in each case not then be enjoined or prohibited by any order, judgment, decree, injunction or ruling (whether temporary, preliminary or permanent) of any Governmental Authority. The Expiration Time shall have occurred at a time when Purchaser shall be obligated to accept the Class A Ordinary Shares validly tendered (and not validly withdrawn) pursuant to the Offer. The Board of Directors of Manchester United plc has approved the transaction and recommended that the Manchester United plc shareholders tender their shares in the tender offer and approve the change to the Articles of Association of Manchester United plc to, among other things, permit the transfer of Class B shares. As of January 17, 2024, Trawlers Limited board of directors approved the transaction on December 14, 2023. The Offer will expire on February 13, 2024.

Andrew Jolly, Hywel Davies, Claire Jeffs, Alexander Chadd, Caroline Phillips, Charles Cameron, Philippa O'Malley, Ian Brown, Tom Inke, Charles Osborne and David Shone of Slaughter and May, Benjamin Goodchild, Krishna Veeraraghavan, Christodoulos Kaoutzanis, Andrew D. Krause, John C. Kennedy, Caith Kushner, Patricia Vaz de Almeida, Geoffrey R. Chepiga, Joshua H. Soven, Charles H. Googe, Brian Krause, Sohail Itani, Jean M. McLoughlin, Cindy Akard and Marta P. Kelly of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor,Goldman Sachs International and J.P. Morgan Cazenove acted as Financial advisor to Trawlers Limited. Raine Group acted as Financial advisor and Justin Hamill, Ian Nussbaum, and Robert Katz, Marc Jaffe, Ian Schuman, and Benjamin Cohen, Brian Miller, Gabriel Lakeman, Lindsey Mills, Edward Barnett and Patrick Mitchell, Jiyeon Lee-Lim and Eric Kamerman, Sean Finn, Sarah Gadd, Bradd Williamson and Megan Alessi, and Rifka Singer, Makan Delrahim, Katherine Rocco, Sven Völcker, Jonathan Parker, Patrick English, Quentin Gwyer, Manoj Bhundia, Stephanie Teicher, Robert Blamires, Jeffery Tochner, Kristin Murphy, Colleen Smith and John Pierce of Latham & Watkins LLP. Woods Oviatt Gilman LLP acted as legal advisor to Manchester United. Georgeson LLC acted as information agent to Manchester United plc. The Offerors have been advised by Computershare Trust Company, N.A., the depositary for the Offer.

Trawlers Limited completed the acquiisition of 25% of the Class A shares in Manchester United plc (NYSE:MANU) on February 20, 2024. All conditions to the Offer having been satisfied, including approvals from the Football Association and the Premier League. Following the closing of the Offer and the acquisition of the Class B shares, Jim has invested $200 million into the club for additional Class A and Class B shares via a primary issuance, resulting in ownership of approximately 27.7% of the club?s Class A shares and 27.7% of the club?s Class B shares, with a further $100 million to be invested by December 31, 2024.