MERRILL CORPORATION NLUCCA//17-OCT-12 11:01 DISK130:[12ZCV1.12ZCV42501]BA42501A.;31 mrll_1111.fmt Free: 645DM/0D Foot: 0D/ 0D VJ JC1:1Seq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;102 9 C Cs: 3043 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) អ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ፤ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2012 OR អ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR អ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35627 MANCHESTER UNITED PLC (Exact name of Registrant as specified in its charter) Cayman Islands (Jurisdiction of incorporation or organization) Sir Matt Busby Way, Old Trafford, Manchester, England, M16 0RA (Address of principal executive offices) Edward Woodward Executive Vice Chairman Sir Matt Busby Way, Old Trafford, Manchester, England, M16 0RA Telephone No. 011 44 (0) 161 868 8000 E-mail: [email protected] (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class Name of each exchange on which registered Class A ordinary shares, par value $0.0005 per share New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act. None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 31,352,366 Class A ordinary shares 124,000,000 Class B ordinary shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes អ No ፤ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes អ No ፤ Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ፤ No អ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes អ No ፤ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer អ Accelerated filer អ Non-accelerated filer ፤ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP អ International Financial Reporting Standards as issued Other អ by the International Accounting Standards Board ፤ If ‘‘Other’’ has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 អ Item 18 អ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes អ No ፤ Manchester United plc 20-F Proj: P23025NYC12 Job: 12ZCV42501 (12-23025-1) Page Dim: 8.250 X 10.750⍯ Copy Dim: 40. X 60. File: BA42501A.;31 MERRILL CORPORATION WWASSER//22-OCT-12 15:38 DISK130:[12ZCV1.12ZCV42501]BG42501A.;21 mrll_1111.fmt Free: 510DM/0D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;102 9 C Cs: 35972 TABLE OF CONTENTS Page GENERAL INFORMATION ................................................. ii REORGANISATION TRANSACTIONS AND INITIAL PUBLIC OFFERING ............. ii PRESENTATION OF FINANCIAL AND OTHER DATA ............................ iii IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY .................. iii FORWARD-LOOKING STATEMENTS ......................................... iii MARKET AND INDUSTRY DATA ............................................ v PA RT I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS .... 1 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE ..................... 1 ITEM 3. KEY INFORMATION ............................................. 1 ITEM 4. INFORMATION ON THE COMPANY ................................ 24 ITEM 4A. UNRESOLVED STAFF COMMENTS ................................. 49 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS .............. 49 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES ............... 74 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ....... 84 ITEM 8. FINANCIAL INFORMATION ....................................... 86 ITEM 9. THE OFFER AND LISTING ........................................ 88 ITEM 10. ADDITIONAL INFORMATION ..................................... 88 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ........................................................ 94 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES ..... 95 PA RT I I ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES ........... 96 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS ....................................... 96 ITEM 15. CONTROLS AND PROCEDURES ................................... 96 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT ........................... 97 ITEM 16B. CODE OF ETHICS ............................................... 97 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES ...................... 97 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES ................................................ 98 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS ................................................ 98 ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT .............. 98 ITEM 16G. CORPORATE GOVERNANCE ...................................... 98 ITEM 16H. MINE SAFETY DISCLOSURE ...................................... 99 PART III ITEM 17. FINANCIAL STATEMENTS ........................................ 100 ITEM 18. FINANCIAL STATEMENTS ........................................ 100 ITEM 19. EXHIBITS ...................................................... 100 MANCHESTER UNITED PLC GROUP HISTORICAL FINANCIAL INFORMATION i Manchester United plc 20-F Proj: P23025NYC12 Job: 12ZCV42501 (12-23025-1) Page Dim: 8.250 X 10.750⍯ Copy Dim: 38. X 54.3 File: BG42501A.;21 MERRILL CORPORATION JLAWRENA//17-OCT-12 11:07 DISK130:[12ZCV1.12ZCV42501]BI42501A.;9 mrll_1111.fmt Free: 110D*/120D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;102 9 C Cs: 58664 GENERAL INFORMATION In this annual report on Form 20-F (‘‘Annual Report’’) references to: • ‘‘Manchester United,’’ ‘‘the Company,’’ ‘‘our Company,’’ ‘‘our business,’’ ‘‘we,’’ ‘‘us’’ and ‘‘our’’ are, as the context requires, to Manchester United plc together with its consolidated subsidiaries as a consolidated entity, for all periods following the reorganisation transactions (see below); and • ‘‘we,’’ ‘‘us’’ and ‘‘our’’ for periods prior to the reorganisation transactions are to Red Football Shareholder Limited together with its consolidated subsidiaries as a consolidated entity. Throughout this Annual Report, 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. REORGANISATION TRANSACTIONS AND INITIAL PUBLIC OFFERING (‘‘IPO’’) We have historically conducted our business through Red Football Shareholder Limited, a private limited company incorporated in England and Wales, and its subsidiaries. Prior to the reorganisation transactions, Red Football Shareholder Limited was a direct, wholly owned subsidiary of Red Football LLC, a Delaware limited liability company. On 30 April 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