Man Utd Prospectus

IMPORTANT NOTICE IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached offering memorandum and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the attached offering memorandum. In accessing the attached offering memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. Confirmation of Your Representation: In order to be eligible to view this offering memorandum or make an investment decision with respect to the securities, you must: (i) not be a U.S. person (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the Securities Act)) and be outside the United States; or (ii) be a ‘‘qualified institutional buyer’’ (within the meaning of Rule 144A under the Securities Act). You have been sent the attached offering memorandum on the basis that you have confirmed to each of the initial purchasers set forth in the attached offering memorandum (collectively, the Initial Purchasers), being the sender or senders of the attached, that either: (A)(i) you and any customers you represent are not U.S. persons; and (ii) the electronic mail (or e-mail) address to which it has been delivered is not located in the United States of America, its territories and possessions, any state of the United States and the District of Columbia; ‘‘possessions’’ include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands; or (B) you and any customers you represent are ‘‘qualified institutional buyers’’ and, in either case, that you consent to delivery by electronic transmission. This offering memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and, consequently, neither the Initial Purchasers nor any person who controls any Initial Purchaser nor MU Finance plc, Red Football Limited, Red Football Junior Limited, Manchester United Limited or Manchester United Football Club Limited nor any director, officer, employer, employee or agent of theirs, or affiliate of any such person accepts any liability or responsibility whatsoever in respect any difference between the offering memorandum distributed to you in electronic format and the hard copy version available to you on request from the Initial Purchasers. You are reminded that the attached offering memorandum has been delivered to you on the basis that you are a person into whose possession this offering memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver this offering memorandum to any other person. You will not transmit the attached offering memorandum (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any other person except with the consent of the Initial Purchasers. Restrictions: Nothing in this electronic transmission constitutes an offer of securities for sale in the United States or any other jurisdiction. Recipients of this offering memorandum who intend to subscribe for or purchase securities are reminded that any subscription or purchase may only be made on the basis of the information contained in this offering memorandum. Any securities to be issued will not be registered under the Securities Act and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the Securities Act) unless registered under the Securities Act or pursuant to an exemption from such registration. There will be no public offer of securities in the United States. Notwithstanding the foregoing, prior to the expiration of a 40-day distribution compliance period (as defined under Regulation S under the Securities Act) commencing on the closing date, the securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, except pursuant to another exemption from the registration requirements of the Securities Act. This communication is directed solely at persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the Financial Promotion Order), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any Notes may otherwise lawfully be communicated (all such persons together being referred to as ‘‘relevant persons’’). This offering memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons. The Notes are being offered solely to ‘‘qualified investors’’ as defined in the Prospectus Directive and accordingly the offer of Notes is not subject to the obligation to publish a prospectus within the meaning of the Prospectus Directive. Subject to completion dated 11 January 2010 Preliminary offering memorandum Strictly confidential MU Finance plc £500,000,000 £ % Senior Secured Notes due 2017 $ % Senior Secured Notes due 2017 Fully and unconditionally guaranteed by Red Football Limited and certain of its subsidiaries. Interest payable and Sterling Notes Price: % plus accrued interest from the issue date. Dollar Notes Price: % plus accrued interest from the issue date. l these securities, and it is not soliciting an offer to MU Finance plc, a public limited company incorporated under the laws of England and Wales (the Issuer), is offering £ aggregate principal amount of its % Senior Secured Notes due 2017 (the Sterling Notes) and $ aggregate principal amount of its % Senior Secured Notes due 2017 (the Dollar Notes and together with the Sterling Notes, the Notes). The Issuer will pay interest on the Notes semi-annually on each and , commencing 2010. Prior to 2013, the Issuer will be entitled, at its option, to redeem all or a portion of the Notes by paying the relevant ‘‘make-whole’’ premium. At any time on or after 2013, the Issuer may redeem all or part of the Notes by paying a specified premium to you. In addition, at any time prior to 2013, up to 35% of the aggregate principal amount of each of the Sterling Notes and the Dollar Notes may be redeemed with the net proceeds of certain equity offerings at % of the principal amount of the Sterling Notes and % of the principal amount of the Dollar Notes, in each case, plus accrued interest, if at least 65% of the principal amount of each of the Sterling Notes and the Dollar Notes remains outstanding. All of the Notes may also be redeemed at 100% of their principal amount plus accrued interest if at any time the Issuer or any guarantor becomes obligated to pay withholding taxes as a result of a change in tax law. If certain change of control events occur, each holder of Notes may require the Issuer to repurchase all or a portion of its Notes. The Notes will rank pari passu in right of payment with all of the Issuer’s existing and future indebtedness that is not subordinated in right of payment to the Notes. The Notes will initially be unconditionally guaranteed by Red Football Limited (the Parent) and certain of the Parent’s subsidiaries (together, the Guarantors). The Notes and the guarantees will be secured by substantially all of the assets of the Issuer and the Guarantors. Application has been made to list the Notes on the official list of the Luxembourg Stock Exchange and for trading on the Euro MTF Market. Investing in the Notes involves a high degree of risk. See ‘‘Risk Factors’’ beginning on page 14. The Notes and the guarantees have not been, and will not be, registered under the US Securities Act of 1933, as amended (the Securities Act). The Notes may not be offered or sold within the United States or to, or for the account or benefit of, US persons, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act (Rule 144A) and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act (Regulation S). You are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. See ‘‘Notice to Investors’’ for additional information about eligible offerees and transfer restrictions. We expect that delivery of the Notes will be made to investors in book-entry form through The Depository Trust Company (DTC), Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, societ´ e´ anonyme, (Clearstream) on or about 2010. Interests in each Global Note will be exchangeable for the relevant Definitive Notes only in certain limited circumstances. See ‘‘Book-Entry, Delivery and Form’’. Book-running and joint lead managers J.P. Morgan BofA Merrill Lynch Deutsche Bank Goldman Sachs International The Royal Bank of Scotland Co-manager KKR buy these securities in any jurisdiction in which such offer, solicitation or sale is not permitted buy these securities in any jurisdiction which such offer, The information in this offering memorandum is not complete and may be changed.

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