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Manchester United Ltd IPO - misleading financial disclosures in filing document
Dear Sirs,
I was quite surprised to see that you have allowed this filing when the last audited accounts will be more than 12 months old if the offer goes public. I understand you usually require audited accounts to be more current that this but can grant an exception in exceptional cases and have done so in this case.
This has meant that the latest financial figures cover the nine months to March 31st 2012, with the appropriate comparative for the prior year. However I can see no specific mention or warning in the filing that the fourth quarter revenues for 2012 are likely to be materially lower than the corresponding period in the prior year. The reason for this is known to the company and is as a result of their elimination from the extremely lucrative UEFA Champions League competition after the initial group stages ending in December 2011. The financial distribution to the participating clubs is based on a quite complicated formula but relies on the extent of progression in that competition as well as the value of media rights in the club’s country. There is an interim distribution in December or January but the bulk of prize money can’t be paid until the competition ends in May and would therefore normally be recognised in the final quarter’s revenues.
This is the link to the UEFA document detailing the 2011 distribution: <a class="postlink" href="http://www.uefa.com/MultimediaFiles/Download/uefaorg/Finance/01/66/11/07/1661107_DOWNLOAD.pdf" onclick="window.open(this.href);return false;">http://www.uefa.com/MultimediaFiles/Dow ... WNLOAD.pdf</a>
In qualifying for the 2011 final, Manchester United received £53.2m (c$82.5m) from UEFA in total as well as receiving revenue from match-day sales from the group stages in the early part of the season and the knock-out stages between February & May. The revenue for the games in April & May, the two most lucrative, would have been somewhere around $20m alone. Their unexpected elimination in the 2011/12 season will have cost them about half the prize money, plus the loss of match-day ticket income. So their 4th quarter revenues will be at least $60m lower on a like-for-like basis. This excludes any loss of performance-related sponsorship. This will have a material impact on their full-year revenues, possibly by as much as 15%, yet I can see no specific mention of this in the document. This fact and the financial impact would certainly have been known by the club and its owners back in December 2011. Their elimination from the competition meant they went into the far less lucrative Europa League competition, revenues from which would have been much, much lower than those received from continued participation in the Champions League.
There is therefore a clear danger that potential investors who were not aware of this would extrapolate the 9 month figures for 2011/12 incorrectly. I therefore believe that
1. The timing of this filing was deliberately designed to understate or conceal this fact and mislead potential investors;
2. You have potentially exposed yourself to risk by allowing them exemption from providing more current audited figures because of this;
3. The SEC should question the club on the financial impact of their elimination from the UEFA Champions League and ensure that this has not resulted in a material omission;
4. If so, any offer should be delayed until audited figures for the year to 2012 are available and investors can make a decision based on complete information.
I am also surprised that Manchester United (Cayman) Ltd was allowed to file as an emerging growth company, as defined in the JOBS Act of 2012 when one of the subsidiaries (Manchester United (UK) Ltd previously Manchester United plc) had issued securities on the London Stock Exchange and were quoted on there between 1991 & 2005, when the current owners de-listed.
Yours sincerely,