Form POSASR - Post-effective Amendment to an automatic shelf registration statement
September 13 2024 - 4:15PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on September 13, 2024
Registration No. 333-259817
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
Form F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MANCHESTER
UNITED PLC
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Cayman Islands
(State or other jurisdiction of
incorporation or organization) |
98-1063519
(I.R.S. Employer
Identification Number) |
Old
Trafford
Sir Matt Busby Way
Manchester M16 0RA
United Kingdom
+44 (0) 161 868 8000
(Address and telephone number of Registrant’s principal executive offices)
Corporation
Service Company
1180 Avenue of the Americas, Suite 210
New York, NY 10036
(800) 927-9801
(Name, address and telephone number of agent for service)
Copies to: |
Marc Jaffe, Esq.
Ian D. Schuman, Esq.
Stelios G. Saffos, Esq.
Benjamin J. Cohen, Esq.
Latham & Watkins LLP
1271 Avenue of the Americas
New York, New York 10020
(212) 906-1200 |
Mitchell S. Nusbaum, Esq.
Christopher R. Rodi, Esq.
Woods Oviatt Gilman LLP
2 State Street
700 Crossroads Building
Rochester, NY 14614
(585) 987-2800 |
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED
SALE TO THE PUBLIC:
From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ¨
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. x
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If
this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall
become effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ¨
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act.
Emerging
growth company ¨
If
an emerging growth company that prepares its financial statements in accordance with U.S. Generally Accepted Accounting Principles (GAAP),
indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial
accounting standards† provided pursuant to Section 7(a)(2)(B) of Securities Act. ¨
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012. |
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this
“Post-Effective Amendment”) relates to the Registration Statement on Form F-3 (File No. 333-259817), originally
filed by Manchester United plc (the “Company”) with the Securities and Exchange Commission on September 27, 2021 (the
“Registration Statement”). Upon the filing of the Company’s Annual Report on Form 20-F for its fiscal year ended
June 30, 2024 (the “Annual Report”), which is expected to occur on September 13, 2024, the Company will cease to
qualify as a “well-known seasoned issuer,” as such term is defined in Rule 405 under the Securities Act of 1933, as amended.
Accordingly, because the Registration Statement is an automatic shelf registration statement, the Company will no longer be eligible to
use such Registration Statement following the filing of the Annual Report.
In Part II, Item 10 of the Registration
Statement, the Company undertook to remove from registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering. In accordance with such undertaking, the Company is filing this Post-Effective
Amendment to terminate the effectiveness of the Registration Statement and to remove from registration all securities registered but not
sold pursuant to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form F-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Rochester, State of New York, on September 13, 2024.
|
MANCHESTER UNITED PLC |
|
|
|
|
By: |
/s/ Joel Glazer |
|
|
Name: |
Joel Glazer |
|
|
Title: |
Executive Co-Chairman |
Pursuant to Rule 478 under the Securities
Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement.
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