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6-K 1 tm2517273d1_6k.htm FORM 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of June, 2025
Commission File Number: 001-35627

 

MANCHESTER UNITED PLC

(Translation of registrant’s name into English)

 

Old Trafford

Manchester M16 0RA

United Kingdom

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x  Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1). ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7). ¨

 

 

 

 


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: June 6, 2025

 

  MANCHESTER UNITED PLC
   
  By: /s/ Roger Bell
  Name: Roger Bell
  Title: Chief Financial Officer

 

 


 

EXHIBIT INDEX

 

Exhibit 
Number
  Description
     
99.1   Press release dated 6 June, 2025

 

 

 

EX-99.1 2 tm2517273d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

   

 

CORPORATE RELEASE 6 June 2025

 

Manchester United Plc Reports

Third Quarter Fiscal 2025 Results

 

Key Points

 

· The Men’s first team reached the final of the UEFA Europa League and finished the 2024/25 season in 15th position;

 

· The Women’s team reached the FA Cup final and finished the 2024/25 Women’s Super League season in third position, qualifying for the UEFA Women’s Champions League for the 2025/26 season;

 

· The Women’s team reached the final of the inaugural World Sevens Football tournament in Estoril, Portugal;

 

· The Men’s first team has undertaken its first ever post-season tour, with games in Kuala Lumpur and Hong Kong;

 

· The Men’s first team also announced its preparations for the 2025/26 season, including matches in New Jersey, Chicago and Atlanta as part of the Premier League’s Summer Series;

 

· The club announced its ambition to build a new world-class 100,000 seater stadium as the centerpiece of a regeneration project across the Old Trafford area with conceptual designs released;

 

· Work continues at our Carrington training ground as part of the £50 million investment in a new high-performance focused training facility, expected to be finished in advance of the 2025/26 season;

 

· The academy achieved a 2nd place finish in the U18 Premier League North and Chido Obi Martin, Harry Amass and Tyler Fredricson all made first-team debuts in the second half of the season;

 

· Total revenues increased 17.4% in the quarter with increases across all three key revenue streams, driven by additional matches played in the quarter as a result of strong performance in the UEFA Europa League and high demand for the Club’s hospitality offering;

 

· The Company recorded an operating profit £0.7m in the quarter compared to an operating loss of £66.2m in 3Q24; Adjusted EBITDA for the quarter was £51.2 million, up 274% on Q3 fiscal 2024;

 

· The club announced measures to improve financial sustainability and enhance operational efficiency as part of a wider transformation plan, with benefits expected to be realised from Q1 of fiscal 2026;

 

· For fiscal 2025, the Company tightens its revenue guidance to £660m to £670m and expects to be at the higher end of this range; the Company also raises its Adjusted EBITDA guidance to between £180 million and £190 million;

 

MANCHESTER, England – 6 June 2025 – Manchester United (NYSE: MANU; the “Company,” the “Group” and the “Club”) today announced financial results for the 2025 fiscal third quarter ended 31 March 2025.

 

Management Commentary

 

Omar Berrada, Chief Executive Officer, commented, “We were proud to reach the final of the UEFA Europa League, but ultimately, we were disappointed to finish as runner-up in Bilbao. We had a difficult season in the Premier League, which we all know fell below our standards and we have a clear expectation of improvement next season. We have been pleased with the performance of our women’s team, with a third placed league finish, enabling us to qualify for the UEFA Champions League and once again reaching the FA Cup Final. We followed this by reaching the final of the inaugural World Sevens Series. We extended the contract of Head Coach, Marc Skinner, reflecting the excellent work he has done with the team this season.

 

1


 

“We remain focused on infrastructure, with the redevelopment of our Carrington Training Complex continuing and on track, which will be the heart of our club, providing world class facilities for all our teams and our staff. We have also announced our aspiration to pursue a new 100,000 seat stadium, sitting at the heart of the regeneration of the Old Trafford area, which would be a catalyst for growth and investment in our local community. We are continuing to work with all the relevant stakeholders, including central Government, to support their vision for growth.”

 

Outlook

 

For fiscal 2025, the Company tightens its revenue guidance to £660m to £670m and expects to be at the higher end of this range. The Company also raises its Adjusted EBITDA guidance to between £180 million and £190 million.

 

The club remains committed to, and in compliance with, both the Premier League’s Profit and Sustainability Rules and UEFA’s Financial Fair Play Regulations.

 

Phasing of Premier League games   Quarter 1     Quarter 2     Quarter 3     Quarter 4     Total  
2024/25 season     6       13       10       9       38  
2023/24 season     7       13       9       9       38  
2022/23 season     6       10       10       12       38  

 

Key Financials (unaudited)

 

£ million (except loss per share)   Three months ended
31 March
      Nine months ended
31 March
   
    2025     2024     Change     2025     2024     Change  
Commercial revenue     74.7       69.6       7.3 %     245.1       231.7       5.8 %
Broadcasting revenue     41.3       37.5       10.1 %     134.2       183.3       (26.8 %)
Matchday revenue     44.5       29.6       50.3 %     123.0       104.5       17.7 %
Total revenue     160.5       136.7       17.4 %     502.3       519.5       (3.3 %)
Adjusted EBITDA(1)     51.2       13.7       273.7 %     145.3       128.3       13.3 %
Operating profit/(loss)     0.7       (66.2 )     101.1 %     (3.2 )     (36.9 )     91.3 %
Loss for the period (i.e. net loss)     (2.7 )     (71.5 )     96.2 %     (29.1 )     (76.9 )     62.2 %
Basic loss per share (pence)     (1.57 )     (43.12 )     96.4 %     (17.09 )     (46.87 )     63.5 %
Adjusted loss for the period (i.e. adjusted net loss)(1)     (5.5 )     (40.6 )     86.5 %     (12.1 )     (29.9 )     59.5 %
Adjusted basic loss per share (pence)(1)     (3.19 )     (24.47 )     87.0 %     (7.07 )     (18.22 )     61.2 %
Non-current borrowings in USD (contractual currency)(2)   $ 650.0     $ 650.0       0.0 %   $ 650.0     $ 650.0       0.0 %

 

(1) Adjusted EBITDA, adjusted loss for the period and adjusted basic loss per share are non-IFRS measures. See “Non-IFRS Measures: Definitions and Use” on page 6 and the accompanying Supplemental Notes for the definitions and reconciliations for these non-IFRS measures and the reasons we believe these measures provide useful information to investors regarding the Group’s financial condition and results of operations.

 

(2) In addition to non-current borrowings, the Group maintains a revolving credit facility which varies based on seasonal flow of funds. The outstanding balance of the revolving credit facility as of 31 March 2025 was £210.0 million and total current borrowings including accrued interest payable was £212.3 million.

 

2


 

Revenue Analysis

 

Commercial

 

Commercial revenue for the quarter was £74.7 million, an increase of £5.1 million, or 7.3%, over the prior year quarter.

 

· Sponsorship revenue was £42.5 million, an increase of £1.8 million, or 4.4%, over the prior year quarter, primarily due to the new Qualcomm front of shirt sponsorship agreement, partially offset by other changes in our commercial agreements.

 

· Retail, Merchandising, Apparel & Product Licensing revenue was £32.2 million, an increase of £3.3 million, or 11.4%, over the prior year quarter, primarily due to the launch of our new e-commerce model in partnership with SCAYLE.

 

Broadcasting

 

Broadcasting revenue for the quarter was £41.3 million, an increase of £3.8 million, or 10.1%, over the prior year quarter, primarily due to the men’s first team playing 4 additional matches in UEFA competitions in the current year quarter, partially offset by 1 less match played in domestic cup competitions versus the prior year quarter.

 

Matchday

 

Matchday revenue for the quarter was £44.5 million, an increase of £14.9 million, or 50.3%, over the prior year quarter, due to playing 4 more home matches compared to the prior year quarter, alongside strong demand for our hospitality offering.

 

Other Financial Information

 

Operating expenses

 

Total operating expenses for the quarter were £162.1 million, a decrease of £41.6 million, or 20.4%, over the prior year quarter.

 

Employee benefit expenses

 

Employee benefit expenses for the quarter were £71.2 million, a decrease of £20.0 million, or 21.9%, over the prior year quarter. This is primarily due to the impact of transactions made during the January transfer window, the men’s first team participating in the UEFA Europa League rather than the UEFA Champions League in the prior year and reduced non-playing staff costs as a result of the club’s restructuring process.

 

Other operating expenses

 

Other operating expenses for the quarter were £38.1 million, an increase of £6.3 million, or 19.8%, over the prior year quarter. This is primarily due to increased matchday costs associated with playing 4 more home games in the quarter, compared to the prior year quarter and additional costs associated with our new e-commerce model, partially offset by a reduction in costs as a result of the company’s focus on improving operating efficiency.

 

3


 

Depreciation and amortization

 

Depreciation for the quarter was £4.2 million, compared to £4.1 million in the prior year quarter. Amortization for the quarter was £45.9 million, a decrease of £0.4 million, or 0.9%, over the prior year quarter. The unamortized balance of registrations on 31 March 2025 was £513.7 million.

 

Exceptional items

 

Exceptional items for the quarter were a cost of £2.7 million, as a result of compensation for loss of office costs incurred in relation to the restructuring of the club’s operations. Exceptional items for the prior year quarter were a cost of £30.3 million. This comprised costs incurred in relation to the sale of 27.7% of the Group’s voting rights to Trawlers Limited, an entity wholly owned by Sir Jim Ratcliffe. These voting rights have been subsequently transferred from Trawlers Limited to INEOS Limited.

 

Profit on disposal of intangible assets

 

Profit on disposal of intangible assets for the quarter was £2.3 million, compared to a profit of £0.8 million for the prior year quarter.

 

Net finance costs

 

Net finance costs for the quarter were £3.8 million, compared to £17.3 million in the prior year quarter. The movement was primarily driven by a favourable swing in foreign exchange rates in the current quarter (gain on re-translation of £7.3 million), compared to an unfavourable swing in foreign exchange rates in the prior year quarter (loss on re-translation of £2.6 million).

 

Income tax

 

The income tax credit for the quarter was £0.4 million, compared to a credit of £12.1 million in the prior year quarter.

 

Cash flows

 

Overall cash and cash equivalents (including the effects of exchange rate movements) decreased by £22.5 million in the quarter to 31 March 2025, compared to an increase of £4.2 million in the prior year quarter.

 

Net cash inflow from operating activities for the quarter was £22.3 million, compared to a net cash outflow in the prior year quarter of £15.1 million. This is primarily due to increased matchday and broadcasting income compared to the prior year quarter, in addition to a reduced cost base, as described above.

 

Net capital expenditure on property, plant and equipment for the quarter was £16.9 million, an increase of £13.9 million over the prior year quarter, due to the improvement works taking place to our Carrington training facility.

 

Net capital expenditure on intangible assets for the quarter was £31.3 million, an increase of £15.5 million over the prior year quarter due to investment in the first team playing squad.

 

Net cash outflow from financing activities for the quarter was £0.1 million, compared to a net cash inflow of £38.4 million in the prior year quarter. The prior year quarter saw £158.5 million of proceeds from the issue of shares as part of the transaction agreement with Trawlers Limited, partially offset by a £120.0 million repayment of our revolving facilities.

 

4


 

Balance sheet

 

Our USD non-current borrowings as of 31 March 2025 were $650 million, which was unchanged from 31 March 2024. As a result of the year-on-year change in the USD/GBP exchange rate from 1.2632 at 31 March 2024 to 1.2913 at 31 March 2025, our non-current borrowings when converted to GBP were £500.9 million, compared to £511.3 million at the prior year quarter.

 

In addition to non-current borrowings, the Group maintains a revolving credit facility which varies based on seasonal flow of funds. Current borrowings at 31 March 2025 were £212.3 million compared to £143.0 million at 31 March 2024.

 

As of 31 March 2025, cash and cash equivalents were £73.2 million compared to £67.0 million at the prior year quarter. This movement is detailed further in the Statement of Cash Flows on page 11 of this release.

 

About Manchester United

 

Manchester United is one of the most popular and successful sports teams in the world, playing one of the most popular spectator sports on Earth. Through our 147-year football heritage we have won 69 trophies, enabling us to develop what we believe is one of the world’s leading sports and entertainment brands with a global community of 1.1 billion fans and followers. Our large, passionate and highly engaged fan base provides Manchester United with a worldwide platform to generate significant revenue from multiple sources, including sponsorship, merchandising, product licensing, broadcasting and matchday initiatives which in turn, directly fund our ability to continuously reinvest in the club.

 

Cautionary Statements

 

This press release contains forward-looking statements. You should not place undue reliance on such statements because they are subject to numerous risks and uncertainties relating to the Company’s operations and business environment, all of which are difficult to predict and many are beyond the Company’s control. These statements often include words such as “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “possible” or similar expressions. The forward-looking statements contained in this press release are based on our current expectations and estimates of future events and trends, which affect or may affect our businesses and operations. You should understand that these statements are not guarantees of performance or results. They involve known and unknown risks, uncertainties and assumptions. Although the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect its actual financial results or results of operations and could cause actual results to differ materially from those in these forward-looking statements. These factors are more fully discussed in the “Risk Factors” section and elsewhere in the Company’s Registration Statement on Form F-1, as amended (File No. 333-182535) and the Company’s Annual Report on Form 20-F (File No. 001-35627) as supplemented by the risk factors contained in the Company’s other filings with the Securities and Exchange Commission.

 

5


 

Non-IFRS Measures: Definitions and Use

 

1. Adjusted EBITDA

 

Adjusted EBITDA is defined as loss for the period before depreciation, amortization, exceptional items, profit on disposal of intangible assets, net finance costs and tax.

 

Adjusted EBITDA is useful as a measure of comparative operating performance from period to period and among companies as it is reflective of changes in pricing decisions, cost controls and other factors that affect operating performance, and it removes the effect of our asset base (primarily depreciation and amortization), material volatile items (primarily profit on disposal of intangible assets and exceptional items), capital structure (primarily finance costs), and items outside the control of our management (primarily taxes). Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for an analysis of our results as reported under IFRS as issued by the IASB. A reconciliation of loss for the period to adjusted EBITDA is presented in supplemental note 2.

 

2. Adjusted loss for the period (i.e. adjusted net loss)

 

Adjusted loss for the period is calculated, where appropriate, by adjusting for charges/credits related to exceptional items, foreign exchange gains/losses on unhedged US dollar denominated borrowings (including foreign exchange losses immediately reclassified from the hedging reserve following change in contract currency denomination of future revenues), and fair value movements on embedded foreign exchange derivatives and foreign currency options, adding/subtracting the actual tax expense/credit for the period, and subtracting/adding the adjusted tax expense/credit for the period (based on a normalized tax rate of 21%; 2024: 21%). The normalized tax rate of 21% is the current US federal corporate income tax rate.

 

In assessing the comparative performance of the business, in order to get a clearer view of the underlying financial performance of the business, it is useful to strip out the distorting effects of the items referred to above and then to apply a ‘normalized’ tax rate (for both the current and prior periods) of the weighted average US federal corporate income tax rate of 21% (2024: 21%) applicable during the financial year. A reconciliation of loss for the period to adjusted loss for the period is presented in supplemental note 3.

 

3. Adjusted basic and diluted loss per share

 

Adjusted basic and diluted loss per share are calculated by dividing the adjusted loss for the period by the weighted average number of ordinary shares in issue during the period. Adjusted diluted loss per share is calculated by adjusting the weighted average number of ordinary shares in issue during the period to assume conversion of all dilutive potential ordinary shares. There is one category of dilutive potential ordinary shares: share awards pursuant to the 2012 Equity Incentive Plan (the “Equity Plan”). Share awards pursuant to the Equity Plan are assumed to have been converted into ordinary shares at the beginning of the financial year. Adjusted basic and diluted loss per share are presented in supplemental note 3.

 

6


 

Key Performance Indicators

 

    Three months ended     Nine months ended  
    31 March     31 March  
    2025     2024     2025     2024  
Revenue                                
Commercial % of total revenue     46.6 %     50.9 %     48.8 %     44.6 %
Broadcasting % of total revenue     25.7 %     27.4 %     26.7 %     35.3 %
Matchday % of total revenue     27.7 %     21.7 %     24.5 %     20.1 %

 

    2024/25
Season
    2023/24
Season
    2024/25
Season
    2023/24
Season
 
Home Matches Played                                
PL     5       4       15       14  
UEFA competitions     2       -       5       3  
Domestic Cups     2       1       4       3  
Away Matches Played                                
PL     5       5       14       15  
UEFA competitions     2       -       5       3  
Domestic Cups     1       3       2       3  
Other                                
Employee benefit expenses % of revenue     44.4 %     66.7 %     46.6 %     53.2 %

 

Contacts    
   
Investors:
Roger Bell
Chief Financial Officer
Roger.Bell@manutd.co.uk  
Media:
Toby Craig
Chief Communications Officer
Toby.Craig@manutd.co.uk  

 

7


 

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

(unaudited; in £ thousands, except per share and shares outstanding data)

 

    Three months ended
31 March
    Nine months ended
31 March
 
    2025     2024     2025     2024  
Revenue from contracts with customers     160,564       136,693       502,329       519,545  
Operating expenses     (162,128 )     (203,732 )     (544,206 )     (587,155 )
Profit on disposal of intangible assets     2,271       790       38,662       30,670  
Operating profit/(loss)     707       (66,249 )     (3,215 )     (36,940 )
Finance costs     (13,783 )     (18,377 )     (44,749 )     (53,720 )
Finance income     10,019       1,057       12,018       1,506  
Net finance costs     (3,764 )     (17,320 )     (32,731 )     (52,214 )
Loss before income tax     (3,057 )     (83,569 )     (35,946 )     (89,154 )
Income tax credit     347       12,069       6,820       12,271  
Loss for the period     (2,710 )     (71,500 )     (29,126 )     (76,883 )
                                 
Basic earnings per share:                                
Basic loss per share (pence)     (1.57 )     (43.12 )     (17.09 )     (46.87 )
Weighted average number of ordinary shares used as the denominator in calculating basic loss per share (thousands)     172,353       165,823       170,459       164,040  
Diluted earnings per share:                                
Diluted loss per share (pence) (1)     (1.57 )     (43.12 )     (17.09 )     (46.87 )
Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted loss per share (thousands) (1)     172,353       165,823       170,459       164,040  

 

(1) For the three and nine months ended 31 March 2025 and the three and nine months ended 31 March 2024, potential ordinary shares are anti-dilutive, as their inclusion in the diluted loss per share calculation would reduce the loss per share, and hence have been excluded.

 

8


 

CONSOLIDATED BALANCE SHEET

(unaudited; in £ thousands)

 

    As of  
    31 March
2025
    30 June
2024
    31 March
2024
 
ASSETS                        
Non-current assets                        
Property, plant and equipment     280,008       256,118       254,908  
Right-of-use assets     7,394       8,195       7,913  
Investment properties     19,503       19,713       19,783  
Intangible assets     942,507       837,564       877,283  
Deferred tax assets     25,336       17,607       11,010  
Trade receivables     47,679       27,930       24,694  
Derivative financial instruments     191       380       667  
      1,322,618       1,167,507       1,196,258  
Current assets                        
Inventories     12,003       3,543       3,757  
Prepayments     19,460       18,759       17,235  
Contract assets – accrued revenue     40,882       39,778       53,887  
Trade receivables     123,122       36,999       37,673  
Other receivables     1,696       2,735       1,835  
Derivative financial instruments     21       1,917       1,539  
Cash and cash equivalents     73,211       73,549       66,994  
      270,395       177,280       182,920  
Total assets     1,593,013       1,344,787       1,379,178  

 

9


 

CONSOLIDATED BALANCE SHEET (continued)

(unaudited; in £ thousands)

 

    As of  
    31 March
2025
    30 June
2024
    31 March
2024
 
EQUITY AND LIABILITIES                        
Equity                        
Share capital     56       55       55  
Share premium     307,345       227,361       227,361  
Treasury shares     (21,305 )     (21,305 )     (21,305 )
Merger reserve     249,030       249,030       249,030  
Hedging reserve     (550 )     (1,000 )     (308 )
Accumulated losses     (337,161 )     (309,251 )     (271,628 )
      197,415       144,890       183,205  
Non-current liabilities                        
Contract liabilities - deferred revenue     6,234       5,347       6,834  
Trade and other payables     181,866       175,894       188,581  
Borrowings     500,883       511,047       511,296  
Lease liabilities     7,752       7,707       7,603  
Derivative financial instruments     3,272       4,911       3,648  
      700,007       704,906       717,962  
Current liabilities                        
Contract liabilities - deferred revenue     171,472       198,628       102,643  
Trade and other payables     298,435       249,030       218,042  
Income tax liabilities     1,022       427       851  
Borrowings     212,318       35,574       142,960  
Lease liabilities     836       934       730  
Derivative financial instruments     4,333       2,603       1,830  
Provisions     7,175       7,795       10,955  
      695,591       494,991       478,011  
Total equity and liabilities     1,593,013       1,344,787       1,379,178  

 

10


 

CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited; in £ thousands)

 

    Three months ended
31 March
    Nine months ended
31 March
 
    2025     2024     2025     2024  
Cash flows from operating activities                                
Cash generated from/(used in) operations (see supplemental Note 4)     34,767       (2,584 )     2,168       (14,725 )
Interest paid     (12,952 )     (13,082 )     (31,723 )     (31,838 )
Interest received     667       281       2,423       853  
Tax (paid)/refunded     (165 )     268       (464 )     5,524  
Net cash inflow/(outflow) from operating activities     22,317       (15,117 )     (27,596 )     (40,186 )
Cash flows from investing activities                                
Payments for property, plant and equipment     (16,856 )     (3,109 )     (34,091 )     (14,949 )
Payments for intangible assets     (36,063 )     (18,453 )     (239,720 )     (186,395 )
Proceeds from sale of intangible assets     4,803       2,684       44,141       36,266  
Net cash outflow from investing activities     (48,116 )     (18,878 )     (229,670 )     (165,078 )
Cash flows from financing activities                                
Proceeds from issue of shares     -       158,542       79,985       158,542  
Proceeds from borrowings     30,000       -       230,000       160,000  
Repayment of borrowings     (30,000 )     (120,000 )     (50,000 )     (120,000 )
Principal elements of lease payments     (102 )     (180 )     (293 )     (680 )
Net cash (outflow)/inflow from financing activities     (102 )     38,362       259,692       197,862  
Effects of exchange rate movements on cash and cash equivalents     3,570       (182 )     (2,764 )     (1,623 )
Net (decrease)/increase in cash and cash equivalents     (22,331 )     4,185       (338 )     (9,025 )
Cash and cash equivalents at beginning of period     95,542       62,809       73,549       76,019  
Cash and cash equivalents at end of period     73,211       66,994       73,211       66,994  

 

11


 

SUPPLEMENTAL NOTES

 

1 General information

 

Manchester United plc (the “Company”) and its subsidiaries (together the “Group”) is a men’s and women’s professional football club together with related and ancillary activities. The Company incorporated under the Companies Law (as amended) of the Cayman Islands.

 

2 Reconciliation of loss for the period to adjusted EBITDA

 

    Three months ended
31 March
    Nine months ended
31 March
 
    2025
£’000
    2024
£’000
    2025
£’000
   

2024

£’000

 
Loss for the period     (2,710 )     (71,500 )     (29,126 )     (76,883 )
Adjustments:                                
Income tax credit     (347 )     (12,069 )     (6,820 )     (12,271 )
Net finance costs     3,764       17,320       32,731       52,214  
Profit on disposal of intangible assets     (2,271 )     (790 )     (38,662 )     (30,670 )
Exceptional items     2,658       30,340       25,833       39,935  
Amortization     45,867       46,262       148,560       143,602  
Depreciation     4,254       4,144       12,803       12,399  
Adjusted EBITDA     51,215       13,707       145,319       128,326  

 

12


 

3 Reconciliation of loss for the period to adjusted loss for the period and adjusted basic and diluted loss per share

 

    Three months ended
31 March
    Nine months ended
31 March
 
    2025
£’000
    2024
£’000
    2025
£’000
    2024
£’000
 
Loss for the period     (2,710 )     (71,500 )     (29,126 )     (76,883 )
Adjustments:                                
Exceptional items     2,658       30,340       25,833       39,935  
Foreign exchange (gains)/losses on unhedged US dollar denominated borrowings     (7,285 )     2,641       (8,033 )     3,062  
Fair value movement on embedded foreign exchange derivatives     348       (777 )     2,079       8,332  
Income tax credit     (347 )     (12,069 )     (6,820 )     (12,271 )
Adjusted loss before income tax     (7,336 )     (51,365 )     (16,067 )     (37,825 )
Adjusted income tax credit (using a normalized tax rate of 21% (2024: 21%))     1,834       10,787       4,017       7,943  
Adjusted loss for the period (i.e. adjusted net loss)     (5,502 )     (40,578 )     (12,050 )     (29,882 )
                                 
Adjusted basic loss per share:                                
Adjusted loss per share (pence)     (3.19 )     (24.47 )     (7.07 )     (18.22 )
Weighted average number of ordinary shares used as the denominator in calculating adjusted basic loss per share (thousands)     172,353       165,823       170,459       164,040  
Adjusted diluted loss per share:                                
Adjusted diluted loss per share (pence) (1)     (3.19 )     (24.47 )     (7.07 )     (18.22 )
Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating adjusted diluted loss per share (thousands) (1)     172,353       165,823       170,459       164,040  

 

(1) For the three and nine months ended 31 March 2025 and the three and nine months ended 31 March 2024, potential ordinary shares are anti-dilutive, as their inclusion in the adjusted diluted loss per share calculation would reduce the loss per share, and hence have been excluded.

 

13


 

4 Cash generated from operations

 

    Three months ended
31 March
    Nine months ended
31 March
 
    2025
£’000
    2024
£’000
    2025
£’000
    2024
£’000
 
Loss for the period     (2,710 )     (71,500 )     (29,126 )     (76,883 )
Income tax credit     (347 )     (12,069 )     (6,820 )     (12,271 )
Loss before income tax     (3,057 )     (83,569 )     (35,946 )     (89,154 )
Adjustments for:                                
Depreciation     4,254       4,144       12,803       12,399  
Amortization     45,867       46,262       148,560       143,602  
Profit on disposal of intangible assets     (2,271 )     (790 )     (38,662 )     (30,670 )
Net finance costs     3,764       17,320       32,731       52,214  
Non-cash employee benefit expense – equity-settled share-based payments     419       431       1,216       1,907  
Foreign exchange losses on operating activities     2,883       411       2,731       888  
Reclassified from hedging reserve     (1,067 )     2       1,876       -  
Changes in working capital:                                
Inventories     1,420       267       (8,460 )     (592 )
Prepayments     7,806       9,522       (1,607 )     (1,311 )
Contract assets – accrued revenue     18,965       7,932       (1,104 )     (10,555 )
Trade receivables     (38,112 )     41,849       (87,355 )     (2,506 )
Other receivables     326       230       1,039       8,093  
Contract liabilities – deferred revenue     7,836       (48,225 )     (26,269 )     (66,806 )
Trade and other payables       (13,876 )     1,980       1,044       (29,859 )
Provisions     (390 )     (350 )     (429 )     (2,375 )
Cash generated from/(used in) operations     34,767       (2,584 )     2,168       (14,725 )

 

14