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6-K 1 manu-20241231x6k.htm 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 February, 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 ☒ 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). ☐


THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENTS OF THE REGISTRANT:

THE REGISTRATION STATEMENT ON FORM F-3 (NO. 333-282120) ORIGINALLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) ON SEPTEMBER 13, 2024, AS AMENDED, AND THE REGISTRATION STATEMENT ON FORM S-8 (NO. 333- 183277) ORIGINALLY FILED WITH THE SEC ON AUGUST 13, 2012, AS AMENDED.


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: February 20, 2025

MANCHESTER UNITED PLC

By:

/s/ Roger Bell

Name:

Roger Bell

Title:

Chief Financial Officer


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Table of Contents

Exhibit 99.1

Manchester United plc

Interim report (unaudited) for the three and six months

ended 31 December 2024

Table of Contents

Contents

Management’s discussion and analysis of financial condition and results of operations

    

2

Interim consolidated statement of profit or (loss) for the three and six months ended 31 December 2024 and 2023

12

Interim consolidated statement of comprehensive income/(loss) for the three and six months ended 31 December 2024 and 2023

13

Interim consolidated balance sheet as of 31 December 2024, 30 June 2024 and 31 December 2023

14

Interim consolidated statement of changes in equity for the six months ended 31 December 2024, the six months ended 30 June 2024 and the six months ended 31 December 2023

16

Interim consolidated statement of cash flows for the three and six months ended 31 December 2024 and 2023

17

Notes to the interim consolidated financial statements

18

1

Table of Contents

Manchester United plc

Management’s discussion and analysis of financial condition and results of operations

GENERAL INFORMATION AND FORWARD-LOOKING STATEMENTS

The following Management’s discussion and analysis of financial condition and results of operations should be read in conjunction with the interim consolidated financial statements and notes thereto included as part of this report. This report contains forward-looking statements. You should not place undue reliance on such statements because they are subject to numerous risks and uncertainties relating to Manchester United plc’s (“the Company”) operations and business environment, all of which are difficult to predict and many are beyond the Company’s control. Forward-looking statements include information concerning the Company’s possible or assumed future results of operations, including descriptions of its business strategy. 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 interim report 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 Annual Report on Form 20-F for the year ended 30 June 2024, as filed with the Securities and Exchange Commission on 13 September 2024 (File No. 001-35627).

GENERAL

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 heritage we have won 69 trophies, including a record 20 English league titles, enabling us to develop what we believe is one of the world’s leading sports brands and a global community of 1.1 billion fans and followers. Our large, passionate community provides Manchester United with a worldwide platform to generate significant revenue from multiple sources, including sponsorship, merchandising, product licensing, broadcasting and Matchday. We attract leading global companies such as adidas, Snapdragon and Tezos that want access and exposure to our community of followers and association with our brand.

2

Table of Contents

RESULTS OF OPERATIONS

Three months ended 31 December 2024 as compared to the three months ended 31 December 2023

    

Three months ended

    

 

31 December

 

(in £ millions)

% Change

 

    

    

    

2024 over

 

2024

2023

2023

 

Revenue

 

198.7

 

225.8

 

(12.0)

%

Commercial revenue

 

85.1

 

71.8

 

18.5

%

Broadcasting revenue

 

61.6

 

106.4

 

(42.1)

%

Matchday revenue

 

52.0

 

47.6

 

9.2

%

Total operating expenses

 

(196.4)

 

(198.7)

 

1.2

%

Employee benefit expenses

 

(82.5)

 

(95.1)

 

13.2

%

Other operating expenses

 

(45.7)

 

(39.3)

 

(16.3)

%

Depreciation

 

(4.3)

 

(4.2)

 

(2.4)

%

Amortization

 

(49.4)

 

(50.5)

 

2.2

%

Exceptional items

 

(14.5)

 

(9.6)

 

(51.0)

%

Profit on disposal of intangible assets

 

0.8

 

0.4

 

100.0

%

Net finance costs

 

(37.6)

 

(0.3)

 

(12,433.3)

%

Income tax credit/(expense)

 

6.8

 

(6.8)

 

200.0

%

(Loss)/profit after tax

(27.7)

20.4

(235.8)

%

Revenue

Total revenue for the three months ended 31 December 2024 was £198.7 million, a decrease of £27.1 million, or 12.0%, over the three months ended 31 December 2023, as a result of a decrease in revenue in our Broadcasting sector, partially offset by an increase in revenue in our Commercial and Matchday sectors, as described below.

Commercial revenue

Commercial revenue for the three months ended 31 December 2024 was £85.1 million, an increase of £13.3 million, or 18.5%, over the three months ended 31 December 2023.

Sponsorship revenue for the three months ended 31 December 2024 was £43.0 million, an increase of £3.8 million, or 9.7%, over the three months ended 31 December 2023, 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 for the three months ended 31 December 2024 was £42.1 million, an increase of £9.5 million, or 29.1%, over the three months ended 31 December 2023, due to the launch of our new e-commerce model in partnership with SCAYLE.

Broadcasting revenue

Broadcasting revenue for the three months ended 31 December 2024 was £61.6 million, a decrease of £44.8 million, or 42.1%, over the three months ended 31 December 2023, primarily due to the men’s first team participating in the UEFA Europa League compared to the UEFA Champions League in the prior year quarter.

Matchday revenue

Matchday revenue for the three months ended 31 December 2024 was £52.0 million, an increase of £4.4 million, or 9.2%, over the three months ended 31 December 2023, primarily due to strong demand for matchday hospitality packages. The three months ended 31 December 2024 saw the same number of home matches played as the three months ended 31 December 2023.

3

Table of Contents

Total operating expenses

Total operating expenses (defined as employee benefit expenses, other operating expenses, depreciation, amortization and exceptional items) for the three months ended 31 December 2024 were £196.4 million, a decrease of £2.3 million, or 1.2%, over the three months ended 31 December 2023.

Employee benefit expenses

Employee benefit expenses for the three months ended 31 December 2024 were £82.5 million, a decrease of £12.6 million, or 13.2%, over the three months ended 31 December 2023 as a result of the men’s first team participating in the UEFA Europa League in the current year, compared to the UEFA Champions League in the prior year, resulting in a reduction in salaries.

Other operating expenses

Other operating expenses for the three months ended 31 December 2024 were £45.7 million, an increase of £6.4 million, or 16.3%, over the three months ended 31 December 2023. This is primarily due to increased costs associated with our new e-commerce model, partially offset by a reduction in fixed costs as a result of the Company’s focus on improving operating efficiency.

Depreciation

Depreciation for the three months ended 31 December 2024 was £4.3 million, compared to £4.2 million for the three months ended 31 December 2023.

Amortization

Amortization, primarily of players’ registrations, for the three months ended 31 December 2024 was £49.4 million, a decrease of £1.1 million, or 2.2%, over the three months ended 31 December 2023. The unamortized balance of registrations as of 31 December 2024 was £517.6 million.

Exceptional items

Exceptional items for the three months ended 31 December 2024 were a cost of £14.5 million. This relates to costs associated with the departure of former men’s first team manager Erik ten Hag and various members of football staff. Exceptional items for the three months ended 31 December 2023 were £9.6 million. This comprised costs incurred in relation to the Group’s strategic review and agreed sale of 25% of Class B shares and up to 25% of Class A shares to Trawlers Limited, a company wholly owned by Sir Jim Ratcliffe.

Profit on disposal of intangible assets

Profit on disposal of intangible assets for the three months ended 31 December 2024 was £0.8 million, compared to a profit of £0.4 million for the three months ended 31 December 2023.

Net finance costs

Net finance costs for the three months ended 31 December 2024 were £37.6 million, compared to net finance costs of £0.3 million for the three months ended 31 December 2023, primarily due to an unfavorable swing in foreign exchange rates resulting in unrealized foreign exchange losses on unhedged USD borrowings in the current year quarter, compared to a favorable swing in the prior year quarter.

Income tax

The income tax credit for the three months ended 31 December 2024 was £6.8 million, compared to an income tax expense of £6.8 million for the three months ended 31 December 2023, due to the company making a loss before tax in the current year quarter compared to a profit before tax in the prior year quarter.

4

Table of Contents

Six months ended 31 December 2024 as compared to the six months ended 31 December 2023

    

Six months ended

    

 

31 December

 

(in £ millions)

% Change

 

    

    

    

2024 over

 

2024

2023

2023

 

Revenue

 

341.8

 

382.9

 

(10.7)

%

Commercial revenue

 

170.4

 

162.2

 

5.1

%

Broadcasting revenue

 

92.9

 

145.7

 

(36.2)

%

Matchday revenue

 

78.5

 

75.0

 

4.7

%

Total operating expenses

 

(382.0)

 

(383.4)

 

0.4

%

Employee benefit expenses

 

(162.7)

 

(185.4)

 

12.2

%

Other operating expenses

 

(84.9)

 

(82.8)

 

(2.5)

%

Depreciation

 

(8.6)

 

(8.3)

 

(3.6)

%

Amortization

 

(102.7)

 

(97.3)

 

(5.5)

%

Exceptional items

 

(23.1)

 

(9.6)

 

(140.6)

%

Profit on disposal of intangible assets

 

36.4

 

29.9

 

21.7

%

Net finance costs

 

(29.0)

 

(34.9)

 

16.9

%

Income tax credit

 

6.5

 

0.2

 

3,150.0

%

Loss after tax

(26.3)

(5.3)

(396.2)

%

Revenue

Total revenue for the six months ended 31 December 2024 was £341.8 million, a decrease of £41.1 million, or 10.7%, over the six months ended 31 December 2023, as a result of a decrease in revenue in our Broadcasting sector, partially offset by an increase in revenue in our Commercial and Matchday sectors, as described below.

Commercial revenue

Commercial revenue for the six months ended 31 December 2024 was £170.4 million, an increase of £8.2 million, or 5.1%, over the six months ended 31 December 2023.

Sponsorship revenue for the six months ended 31 December 2024 was £94.8 million, a decrease of £0.6 million, or 0.6%, over the six months ended 31 December 2023.
Retail, Merchandising, Apparel & Product Licensing revenue for the six months ended 31 December 2024 was £75.6 million, an increase of £8.8 million, or 13.2%, over the six months ended 31 December 2023, due to the launch of our new e-commerce model in partnership with SCAYLE.

Broadcasting revenue

Broadcasting revenue for the six months ended 31 December 2024 was £92.9 million, a decrease of £52.8 million, or 36.2%, over the six months ended 31 December 2023, primarily due to the men’s first team participating in the UEFA Europa League in current year compared to the UEFA Champions League in the prior year.

Matchday revenue

Matchday revenue for the six months ended 31 December 2024 was £78.5 million, an increase of £3.5 million, or 4.7%, over the six months ended 31 December 2023, primarily due to strong demand for matchday hospitality packages. The six months ended 31 December 2024 saw the same number of home matches played as the six months ended 31 December 2023.

Total operating expenses

Total operating expenses (defined as employee benefit expenses, other operating expenses, depreciation, amortization and exceptional items) for the six months ended 31 December 2024 were £382.0 million, a decrease of £1.4 million, or 0.4%, over the six months ended 31 December 2023.

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Employee benefit expenses

Employee benefit expenses for the six months ended 31 December 2024 were £162.7 million, a decrease of £22.7 million, or 12.2%, over the six months ended 31 December 2023, as a result of the men’s first team participating in the UEFA Europa League, compared to the UEFA Champions League in the prior year, resulting in a reduction in salaries.

Other operating expenses

Other operating expenses for the six months ended 31 December 2024 were £84.9 million, an increase of £2.1 million, or 2.5%, over the six months ended 31 December 2023.

Depreciation

Depreciation for the six months ended 31 December 2024 was £8.6 million, an increase of £0.3 million, or 3.6%, over the six months ended 31 December 2023.

Amortization

Amortization, primarily of players’ registrations, for the six months ended 31 December 2024 was £102.7 million, an increase of £5.4 million, or 5.5%, over the six months ended 31 December 2023, due to investment in the first team playing squad. The unamortized balance of registrations as of 31 December 2024 was £517.6 million.

Exceptional items

Exceptional items for the six months ended 31 December 2024 were a cost of £23.1 million. This comprises costs incurred in relation to the restructuring of the Group’s operations and the exit of former members of football staff, including former men’s first team manager, Erik ten Hag. Exceptional items for the six months ended 31 December 2023 were £9.6 million. This comprised costs incurred in relation to the Group’s strategic review and agreed sale of 25% of Class B shares and up to 25% of Class A shares to Trawlers Limited, a company wholly owned by Sir Jim Ratcliffe.

Profit on disposal of intangible assets

Profit on disposal of intangible assets for the six months ended 31 December 2024 was £36.4 million, compared to a profit of £29.9 million for the six months ended 31 December 2023.

Net finance costs

Net finance costs for the six months ended 31 December 2024 were £29.0 million, compared to £34.9 million for the six months ended 31 December 2023, primarily due changes in the valuations of closing derivative financial instruments.

Income tax

The income tax credit for the six months ended 31 December 2024 was £6.5 million, compared to £0.2 million for the six months ended 31 December 2023.

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LIQUIDITY AND CAPITAL RESOURCES

Our primary cash requirements stem from the payment of transfer fees for the acquisition of players’ registrations, capital expenditures for the improvement of facilities at Old Trafford and the Carrington training ground (“Carrington”), payment of interest on our borrowings, employee benefit expenses, other operating expenses and dividends on our Class A ordinary shares and Class B ordinary shares. Historically, we have met these cash requirements through a combination of operating cash flow and proceeds from the transfer fees from the sale of players’ registrations. Our existing borrowings primarily consist of our secured term loan facility, our senior secured notes and outstanding drawdowns under our revolving facilities. We have US dollar borrowings that we use to hedge our US dollar commercial revenue exposure. We continue to evaluate our financing options and may, from time to time, take advantage of opportunities to repurchase or refinance all or a portion of our existing indebtedness to the extent such opportunities arise. As of 31 December 2024, we had cash resources of £95.5 million and all funds are held as cash and cash equivalents and therefore available on demand. As of 31 December 2024, we also had access to an undrawn revolving facility of £90.0 million. However, we cannot assure you that our cash generated from operations, cash and cash equivalents or cash available under our revolving facilities will be sufficient to meet our long-term future needs. We cannot assure you that we could obtain additional financing on favorable terms or at all, including as a result of changes or volatility in the credit or capital markets, which affect our ability to borrow money or raise capital.

Our business ordinarily generates a significant amount of cash from our Matchday revenues and commercial contractual arrangements at or near the beginning of our fiscal year, with a steady flow of other cash received throughout the fiscal year. In addition, we ordinarily generate a significant amount of our cash through advance receipts, including season tickets (which include general admission season tickets and seasonal hospitality tickets), most of which are received prior to the end of June for the following season. Our Broadcasting revenue from the Premier League and UEFA are paid periodically throughout the season, with primary payments made in late summer, December, January and the end of the football season. Our sponsorship and other commercial revenue tends to be paid either quarterly or annually in advance. However, while we typically have a high cash balance at the beginning of each fiscal year, this is largely attributable to deferred revenue, the majority of which falls under current liabilities in the consolidated balance sheet, and this deferred revenue is unwound through the statement of profit or loss over the course of the fiscal year. Over the course of a year, we use our cash on hand to pay employee benefit expenses, other operating expenses, interest payments and other liabilities as they become due. This typically results in negative working capital movement at certain times during the year. In the event it ever became necessary to access additional operating cash, we also have access to cash through our revolving facilities. As of 31 December 2024, we had £210 million of outstanding loans under our revolving facilities and access to undrawn revolving facilities of £90 million.

We also maintain a mixture of long-term debt and capacity under our revolving facilities in order to ensure that we have sufficient funds available for short-term working capital requirements and for investment in the playing squad and other capital projects.

Our cost base is more evenly spread throughout the fiscal year than our cash inflows. Employee benefit expenses and fixed costs constitute the majority of our cash outflows and are generally paid throughout the 12 months of the fiscal year.

In addition, transfer windows for acquiring and disposing of registrations occur in January and the summer. During these periods, we may require additional cash to meet our acquisition needs for new players and we may generate additional cash through the sale of existing registrations. Depending on the terms of the agreement, transfer fees may be paid or received by us in multiple installments, resulting in deferred cash paid or received. Although we have not historically drawn on our revolving facilities during the summer transfer window, if we seek to acquire players with values substantially in excess of the values of players we seek to sell, we may be required to utilize cash available from our revolving facilities to meet our cash needs.

Acquisition and disposal of registrations also affects our trade receivables and payables, which affects our overall working capital. Our trade receivables include transfer fees receivable from other football clubs, whereas our trade payables include transfer fees and other associated costs payable to other football clubs in relation to the acquisition of registrations.

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Cash Flow

The following table summarizes our cash flows for the six months ended 31 December 2024 and 2023:

    

Six months ended

31 December

(in £ millions)

    

2024

    

2023

Cash flow from operating activities

 

  

Cash used in operations

 

(32.6)

(12.1)

Net interest paid

 

(17.0)

(18.2)

Tax (paid)/refunded

 

(0.3)

5.2

Net cash outflow from operating activities

 

(49.9)

(25.1)

Cash flow from investing activities

 

Payments for property, plant and equipment

 

(17.2)

(11.9)

Payments for intangible assets

 

(203.7)

(167.9)

Proceeds from sale of intangible assets

 

39.4

33.6

Net cash outflow from investing activities

 

(181.5)

(146.2)

Cash flow from financing activities

 

Proceeds from borrowings

 

200.0

160.0

Repayment of borrowings

(20.0)

Proceeds from issue of shares

80.0

Principal elements of lease payments

 

(0.2)

(0.5)

Net cash inflow from financing activities

 

259.8

159.5

Net increase/(decrease) in cash and cash equivalents(1)

 

28.4

(11.8)

(1)

Excludes the effect of exchange rate changes on cash and cash equivalents.

Net cash outflow from operating activities

Cash(used in)/generated from operations represents our operating results and net movements in our working capital. Our working capital is generally impacted by the timing of cash received from the sale of tickets and hospitality and other Matchday revenues, broadcasting revenues from the Premier League and UEFA and sponsorship and other commercial revenues. Cash used in operations for the six months ended 31 December 2024 was £32.6 million compared to cash used in operations of £12.1 million for the six months ended 31 December 2023.

Additional changes in net cash inflow from operating activities generally reflect our finance costs. We currently pay fixed rates of interest on our senior secured notes and variable rates of interest on our secured term loan facility. Drawdowns from our revolving facilities are also subject to variable rates of interest. Net cash outflow from operating activities for the six months ended 31 December 2024 was £49.9 million compared to net cash outflow of £25.1 million for the six months ended 31 December 2023.

Net cash outflow from investing activities

Capital expenditure for the acquisition of intangible assets as well as for improvements to property, principally at Old Trafford and Carrington, are funded through cash flow generated from operations, proceeds from the sale of intangible assets and, if necessary, from our revolving facilities. Capital expenditure on the acquisition, disposal and trading of intangible assets tends to vary significantly from year to year depending on the requirements of our men’s first team, overall availability of players, our assessment of their relative value and competitive demand for players from other clubs. By contrast, capital expenditure on the purchase of property, plant and equipment tends to remain relatively stable as we continue to make improvements at Old Trafford and Carrington.

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Net cash outflow from investing activities for the six months ended 31 December 2024 was £181.5 million, an increase of £35.3 million from £146.2 million for the six months ended 31 December 2023.

For the six months ended 31 December 2024, net capital expenditure on property, plant and equipment was £17.2 million, an increase of £5.3 million from £11.9 million for the six months ended 31 December 2023.

For the six months ended 31 December 2024, net capital expenditure on intangible assets was £164.3 million, an increase of £30.0 million from £134.3 million for the six months ended 31 December 2023.

Net cash inflow from financing activities

Net cash inflow from financing activities for the six months ended 31 December 2024 was £259.8 million, compared to net cash inflow of £159.5 million for the six months ended 31 December 2023. This is due to a net drawdown of £180.0 million on the revolving facilities and £80.0 million of proceeds from the issue of shares to INEOS Limited, compared to a £160.0 million drawdown on the revolving facilities in the prior year.

Indebtedness

Our primary sources of indebtedness consist of our senior secured notes, our secured term loan facility and our revolving facilities. As part of the security for our senior secured notes, our secured term loan facility and our revolving facilities, substantially all of our assets are subject to liens and mortgages.

Description of principal indebtedness

Senior secured notes

Our wholly owned subsidiary, Manchester United Football Club Limited, issued $425 million in aggregate principal amount of 3.79% senior secured notes. As of 31 December 2024 the sterling equivalent of £337.6 million (net of unamortized issue costs of £1.4 million) was outstanding. The outstanding principal amount was $425.0 million. The senior secured notes mature on 25 June 2027.

The senior secured notes are guaranteed by Red Football Limited, Red Football Junior Limited, Manchester United Limited. MU RAML Limited and MU Finance Limited and secured against substantially all of the assets of those entities and Manchester United Football Club Limited. These entities are wholly owned subsidiaries of Manchester United plc.

The note purchase agreement governing the senior secured notes contains a financial maintenance covenant requiring us to maintain consolidated profit for the period before depreciation, amortization of, and profit/(loss) on disposal of, intangible assets, exceptional items, net finance costs, and tax (“EBITDA”) of not less than £65 million for each 12 month testing period. We are able to claim certain dispensations from complying with the consolidated EBITDA floor up to twice (in non-consecutive financial years) during the life of the senior secured notes if we fail to qualify for the first round group stages (or its equivalent from time to time) of the UEFA Champions League. The impact of IFRS 16 is excluded for the purpose of covenant compliance testing. The covenant is tested on a quarterly basis and we were in compliance as of 31 December 2024.

The note purchase agreement governing the senior secured notes contains events of default typical for securities of this type, as well as customary covenants and restrictions on the activities of Red Football Limited and each of Red Football Limited’s subsidiaries, including, but not limited to, the incurrence of additional indebtedness; dividends or distributions in respect of capital stock or certain other restricted payments or investments; entering into agreements that restrict distributions from restricted subsidiaries; the sale or disposal of assets, including capital stock of restricted subsidiaries; transactions with affiliates; the incurrence of liens; and mergers, consolidations or the sale of substantially all of Red Football Limited’s assets. The covenants in the note purchase agreement governing the senior secured notes are subject to certain thresholds and exceptions described in the note purchase agreement governing the senior secured notes.

The senior secured notes may be redeemed in part, in an amount not less than 5% of the aggregate principal amount of the senior secured notes then outstanding, or in full, at any time at 100% of the principal amount plus a “make-whole” premium of an amount equal to the discounted value (based on the US Treasury rate) of the remaining interest payments due on the senior secured notes up to 25 June 2027.

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Secured term loan facility

Our wholly owned subsidiary, Manchester United Football Club Limited, has a secured term loan facility with Bank of America Merrill Lynch International Designated Activity Company as lender. As of 31 December 2024, the sterling equivalent of £178.1 million (net of unamortized issue costs of £1.3 million) was outstanding. The outstanding principal amount was $225.0 million. The remaining balance of the secured term loan facility is repayable on 6 August 2029, although the Group has the option to repay the secured term loan facility at any time before then.

Loans under the secured term loan facility bear interest at a rate per annum equal to the Secured Overnight Financing Rate (SOFR) plus the applicable margin. The applicable margin, if no event of default has occurred and is continuing, means the following:

    

Margin %

Total net leverage ratio (as defined in the secured term loan facility agreement)

(per annum)

Greater than 3.5

 

1.75

Greater than 2.0 but less than or equal to 3.5

 

1.50

Less than or equal to 2.0

 

1.25

While any event of default is continuing, the applicable margin shall be the highest level set forth above.

Our secured term loan facility is guaranteed by Red Football Limited, Red Football Junior Limited, Manchester United Limited, MU Finance Limited and Manchester United Football Club Limited and secured against substantially all of the assets of those entities. These entities are wholly owned subsidiaries of Manchester United plc.

The secured term loan facility contains a financial maintenance covenant requiring us to maintain consolidated profit for the period before depreciation, amortization of, and profit/(loss) on disposal of, intangible assets, exceptional items, net finance costs, and tax (“EBITDA”) of not less than £65 million for each 12 month testing period. We are able to claim certain dispensations from complying with the consolidated EBITDA floor up to twice (in non-consecutive financial years) during the life of the secured term loan facility if we fail to qualify for the first round group stages (or its equivalent from time to time) of the UEFA Champions League. The impact of IFRS 16 is excluded for the purpose of covenant compliance testing. The covenant is tested on a quarterly basis and we were in compliance as of 31 December 2024.

The secured term loan facility contains events of default typical in facilities of this type, as well as typical covenants including restrictions on incurring additional indebtedness, paying dividends or making other distributions or repurchasing or redeeming our stock, selling assets, including capital stock of restricted subsidiaries, entering into agreements restricting our subsidiaries’ ability to pay dividends, consolidating, merging, selling or otherwise disposing of all or substantially all of our assets, entering into sale and leaseback transactions, entering into transactions with our affiliates and incurring liens. Certain events of default and covenants in the secured term loan facility are subject to certain thresholds and exceptions described in the agreement governing the secured term loan facility.

Revolving facilities

Our revolving facilities agreement originally dated 22 May 2015 (as amended on 7 October 2015, amended and restated on 4 April 2019, 4 March 2021 and 10 December 2021 and amended on 4 November 2022 and 28 June 2024) (the “initial revolving facility”) allows Manchester United Football Club Limited (or any direct or indirect subsidiary of Red Football Limited that becomes a borrower thereunder) to borrow up to £150 million from a syndicate of lenders with Bank of America Europe Designated Activity Company as agent and security trustee. As of 31 December 2024, we had £130 million in outstanding loans and £20 million in borrowing capacity under our revolving facilities agreement.

The revolving facilities agreement contains a financial maintenance covenant consistent with the note purchase agreement and secured term loan- facility. The initial revolving facility is scheduled to expire on 25 June 2027. Any amount still outstanding at that time will be due in full immediately on the applicable expiry date.

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Table of Contents

Our revolving facility agreement originally dated 14 October 2020 (as amended and restated on 4 March 2021, 13 December 2021 and 26 April 2022 and amended on 4 November 2022) (the “new revolving facility”) allows Manchester United Football Club Limited (or any direct or indirect subsidiary of Red Football Limited that becomes a borrower thereunder) to borrow up to £75 million from Santander UK plc as original lender and with Santander UK plc as agent and with Bank of America Europe Designated Activity Company as security trustee. The general covenants under the new revolving facility are consistent with the initial revolving facility. As of 31 December 2024, we had £50 million in outstanding loans and £25 million in borrowing capacity under our revolving facility agreement. The new revolving facility has a maturity date of 25 June 2027.

On 26 April 2022 we entered into a new bilateral revolving facility agreement (the “bilateral revolving facility”) which allows Manchester United Football Club Limited (or any direct or indirect subsidiary of Red Football Limited that becomes a borrower thereunder) to borrow up to £75 million from Bank of America, N.A., London Branch as original lender and with Bank of America Europe Designated Activity Company as agent and security trustee. The general covenants under the bilateral revolving facility agreement are consistent with the initial revolving facilities agreement. As of 31 December 2024, we had £30 million in outstanding loans and £45 million in borrowing capacity under our revolving facility agreement. The bilateral revolving facility has a maturity date of 25 June 2027.

Our revolving facilities are guaranteed by Red Football Limited, Red Football Junior Limited, Manchester United Limited, MU Finance Limited and Manchester United Football Club Limited and secured against substantially all of the assets of those entities. These entities are wholly owned subsidiaries of Manchester United plc.

RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

We do not currently have any research and development policies in place.

OFF BALANCE SHEET ARRANGEMENTS

Transfer fees payable

Under the terms of certain contracts with other football clubs in respect of player transfers, additional amounts would be payable by us if certain specific performance conditions are met. We estimate the fair value of any contingent consideration at the date of acquisition based on the probability of conditions being met and monitor this on an ongoing basis. The maximum additional amount that could be payable as of 31 December 2024 is £136.4 million (30 June 2024: £115.6 million; 31 December 2023: £158.0 million).

Transfer fees receivable

Similarly, under the terms of contracts with other football clubs for player transfers, additional amounts would be payable to us if certain specific performance conditions are met. In accordance with the recognition criteria for contingent assets, such amounts are only disclosed by the Company when probable and recognized when virtually certain. As of 31 December 2024, we believe receipt of £nil to be probable (30 June 2024: £nil; 30 December 2023: £0.3 million).

Other commitments

In the ordinary course of business, we enter into capital commitments. These transactions are recognized in the consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), and are more fully disclosed therein.

As of 31 December 2024, we had not entered into any other off-balance sheet transactions.

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Manchester United plc

Interim consolidated statement of profit or (loss) - unaudited

Three months ended

Six months ended

31 December

31 December

2024

2023

2024

2023

    

Note

    

£’000

    

£’000

    

£’000

    

£’000

Revenue from contracts with customers

6

198,700

225,756

341,765

382,852

Operating expenses

 

7

 

(196,493)

(198,661)

 

(382,078)

 

(383,423)

Profit on disposal of intangible assets

 

9

 

839

399

 

36,391

 

29,880

Operating profit/(loss)

 

 

3,046

27,494

 

(3,922)

 

29,309

Finance costs (1)

 

 

(42,480)

(16,593)

 

(31,471)

 

(37,842)

Finance income (1)

 

 

4,917

16,318

 

2,504

 

2,948

Net finance costs

 

10

 

(37,563)

(275)

 

(28,967)

 

(34,894)

(Loss)/profit before income tax

 

 

(34,517)

27,219

 

(32,889)

 

(5,585)

Income tax credit/(expense)

 

11

 

6,772

(6,845)

 

6,473

 

202

(Loss)/profit for the period

 

 

(27,745)

20,374

 

(26,416)

 

(5,383)

(Loss)/earnings per share during the period:

 

 

 

 

Basic (loss)/earnings per share (pence)

 

12

 

(16.35)

12.49

 

(15.58)

 

(3.30)

Diluted (loss)/earnings per share (pence) (2)

 

12

 

(16.35)

12.44

 

(15.58)

 

(3.30)

(1)Each element of finance costs and income is split based on its position in both the three months ended 31 December and the six months ended 31 December. In both the current year and the prior year, exchange rate fluctuations have resulted in income and costs for the three months ended 31 December that are greater than the total net position across the six months ended 31 December. Further detail of this is provided in Note 10 to these interim financial statements.
(2)For the three months ended 31 December 2024 and the six months ended 31 December 2024 and 31 December 2023, 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.

See accompanying notes to the interim consolidated financial statements.

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Manchester United plc

Interim consolidated statement of comprehensive income/(loss) - unaudited

Three months ended

Six months ended

31 December

31 December

2024

2023

2024

2023

    

£’000

    

£’000

    

£’000

    

£’000

(Loss)/profit for the period

(27,745)

20,374

(26,416)

(5,383)

Other comprehensive (loss)/income:

 

 

 

Items that may be reclassified to profit or loss

 

 

 

Movement on hedges

 

(5,514)

3,897

 

(3,403)

 

(5,369)

Income tax credit/(expense) relating to movements on hedges

 

1,389

(975)

 

861

 

1,342

Other comprehensive (loss)/income for the period, net of income tax

 

(4,125)

2,922

 

(2,542)

 

(4,027)

Total comprehensive (loss)/income for the period

 

(31,870)

23,296

 

(28,958)

 

(9,410)

See accompanying notes to the interim consolidated financial statements.

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Manchester United plc

Interim consolidated balance sheet - unaudited

As of

31 December

30 June

31 December

2024

2024

2023

    

Note

    

£’000

    

£’000

    

£’000

ASSETS

  

Non-current assets

 

 

  

Property, plant and equipment

 

14

267,060

 

256,118

255,246

Right-of-use assets

15

7,650

8,195

8,199

Investment properties

 

16

19,573

 

19,713

19,853

Intangible assets

 

17

946,014

 

837,564

922,527

Deferred tax assets

 

18

25,779

 

17,607

Trade receivables

 

20

46,583

 

27,930

24,498

Derivative financial instruments

 

21

364

 

380

200

 

1,313,023

 

1,167,507

1,230,523

Current assets

 

 

Inventories

 

19

13,423

 

3,543

4,024

Prepayments

27,568

18,759

26,945

Contract assets – accrued revenue

6.2

59,847

39,778

61,819

Trade receivables

 

20

88,776

 

36,999

81,388

Other receivables

 

2,022

 

2,735

2,065

Derivative financial instruments

21

247

1,917

2,439

Cash and cash equivalents

 

22

95,542

 

73,549

62,809

 

287,425

 

177,280

241,489

Total assets

 

1,600,448

 

1,344,787

1,472,012

See accompanying notes to the interim consolidated financial statements.

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Table of Contents

Manchester United plc

Interim consolidated balance sheet - unaudited (continued)

As of

31 December

30 June

31 December

2024

2024

2023

    

Note

    

£’000

    

£’000

    

£’000

EQUITY AND LIABILITIES

  

  

Equity

 

  

 

  

Share capital

23

56

 

55

53

Share premium

307,345

 

227,361

68,822

Treasury shares

24

(21,305)

(21,305)

(21,305)

Merger reserve

249,030

 

249,030

249,030

Hedging reserve

(3,542)

 

(1,000)

(25)

Retained deficit

(334,870)

 

(309,251)

(200,558)

Total equity

196,714

 

144,890

96,017

Non-current liabilities

 

Deferred tax liabilities

18

 

924

Contract liabilities - deferred revenue

6.2

4,146

5,347

8,059

Trade and other payables

25

179,438

 

175,894

189,891

Borrowings

26

515,719

 

511,047

506,509

Lease liabilities

15

8,018

 

7,707

7,704

Derivative financial instruments

21

3,179

 

4,911

1,482

710,500

 

704,906

714,569

Current liabilities

 

Contract liabilities - deferred revenue

6.2

165,724

 

198,628

149,643

Trade and other payables

25

297,598

 

249,030

231,701

Income tax liabilities

966

 

427

775

Borrowings

26

215,746

 

35,574

266,792

Lease liabilities

15

672

 

934

861

Derivative financial instruments

21

4,558

2,603

591

Provisions

27

7,970

7,795

11,063

693,234

 

494,991

661,426

Total equity and liabilities

1,600,448

 

1,344,787

1,472,012

See accompanying notes to the interim consolidated financial statements.

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Manchester United plc

Interim consolidated statement of changes in equity - unaudited

Share

Share

Treasury

Merger

Hedging

Retained

Total

capital

premium

shares

reserve

reserve

earnings

equity

    

£’000

    

£’000

    

£’000

    

£’000

    

£’000

    

£’000

    

£’000

Balance at 30 June 2023

 

53

68,822

(21,305)

249,030

4,002

(196,652)

103,950

Loss for the period

(5,383)

(5,383)

Cash flow hedges

 

 

 

 

(5,369)

 

 

(5,369)

Tax credit relating to movement on hedges

 

 

 

 

1,342

 

 

1,342

Total comprehensive income for the period

 

 

 

 

(4,027)

 

(5,383)

 

(9,410)

Equity-settled share-based payments

 

 

 

 

 

1,477

 

1,477

Balance at 31 December 2023

 

53

 

68,822

 

(21,305)

249,030

 

(25)

 

(200,558)

 

96,017

Loss for the period

 

 

 

 

 

(107,776)

 

(107,776)

Cash flow hedges

 

 

 

 

(1,300)

 

 

(1,300)

Tax credit relating to movement on hedges

 

 

 

 

325

 

 

325

Total comprehensive loss for the period

 

 

 

 

(975)

 

(107,776)

 

(108,751)

Proceeds from issue of shares

 

2

 

158,539

 

 

 

 

158,541

Equity-settled share-based payments

 

 

 

 

(602)

 

(602)

Deferred tax expense relating to share-based payments

(315)

(315)

Balance at 30 June 2024

55

227,361

(21,305)

249,030

(1,000)

(309,251)

144,890

Loss for the period

(26,416)

(26,416)

Cash flow hedges

(3,403)

(3,403)

Tax credit relating to movement on hedges

861

861

Total comprehensive loss for the period

(2,542)

(26,416)

(28,958)

Proceeds from issue of shares

1

79,984

79,985

Equity-settled share-based payments

797

797

Balance at 31 December 2024

 

56

 

307,345

 

(21,305)

249,030

 

(3,542)

 

(334,870)

 

196,714

See accompanying notes to the interim consolidated financial statements.

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Manchester United plc

Interim consolidated statement of cash flows - unaudited

Three months ended

Six months ended

31 December

31 December

2024

2023

2024

2023

    

Note

    

£’000

    

£’000

    

£’000

    

£’000

Cash flow from operating activities

  

Cash used in operations

 

28

(55,807)

(38,012)

(32,599)

(12,141)

Interest paid

 

  

(7,401)

(8,182)

(18,771)

(18,756)

Interest received

696

223

1,756

572

Tax (paid)/refunded

 

  

(718)

(561)

(299)

5,256

Net cash outflow from operating activities

 

  

(63,230)

(46,532)

(49,913)

(25,069)

Cash flow from investing activities

 

  

Payments for property, plant and equipment

 

  

(6,936)

(2,811)

(17,235)

(11,840)

Payments for intangible assets(1)

 

  

(49,917)

(35,729)

(203,657)

(167,942)

Proceeds from sale of intangible assets(1)

 

  

5,770

 

7,913

 

39,338

 

33,582

Net cash outflow from investing activities

 

  

(51,083)

 

(30,627)

 

(181,554)

 

(146,200)

Cash flow from financing activities

Proceeds from issue of shares

79,985

79,985

Proceeds from borrowings

 

  

 

60,000

 

200,000

 

160,000

Repayment of borrowings

 

  

(20,000)

 

 

(20,000)

 

Principal elements of lease payments

(63)

(300)

(191)

(500)

Net cash inflow from financing activities

 

  

59,922

59,700

259,794

159,500

Effect of exchange rate changes on cash and cash equivalents

 

  

375

(561)

(6,334)

(1,441)

Net (decrease)/increase in cash and cash equivalents

(54,016)

(18,020)

21,993

(13,210)

Cash and cash equivalents at beginning of period

149,558

80,829

73,549

76,019

Cash and cash equivalents at end of period

 

22

95,542

62,809

95,542

62,809

(1)Payments and proceeds for intangible assets primarily relate to player and key football management staff registrations. When acquiring or selling players’ and key football management staff registrations it is normal industry practice for payment terms to spread over more than one year and consideration may also include non-cash items. Details of registrations additions and disposals are provided in Note 17. Trade payables in relation to the acquisition of registrations at the reporting date are provided in Note 25. Trade receivables in relation to the disposal of registrations at the reporting date are provided in Note 20.

See accompanying notes to the interim consolidated financial statements.

17

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Manchester United plc

Notes to the interim consolidated financial statements – unaudited

1General 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. The Company’s shares are listed on the New York Stock Exchange under the symbol “MANU”.

These financial statements are presented in pounds sterling and all values are rounded to the nearest thousand (£’000) except when otherwise indicated.

These interim consolidated financial statements were approved for issue by the Audit Committee on 20 February 2025.

2Basis of preparation

The interim consolidated financial statements of Manchester United plc have been prepared on a going concern basis and in accordance with International Accounting Standard 34 “Interim Financial Reporting”. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended 30 June 2024, as filed with the Securities and Exchange Commission on 13 September 2024, contained within the Company’s Annual Report on Form 20-F, which were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The report of the auditors on those financial statements was unqualified and did not contain an emphasis of matter paragraph. The results of operations for the interim periods should not be considered indicative of results to be expected for the full fiscal year.

Going concern

The Group has cash resources as of 31 December 2024 of £95.5 million, with all funds held as cash and cash equivalents and therefore available on demand. As of 31 December 2024, the Group also has access to undrawn revolving facilities of £90 million.

The Group’s debt facilities include the $425 million senior secured notes and the $225 million secured term loan facility, the majority of which attract fixed interest rates. As of 31 December 2024, the Group also has £210 million of outstanding loans under our revolving facilities. The Group’s secured notes, revolving facilities and term loan mature in 2027, 2027 and 2029 respectively. As of 31 December 2024, the Group was in compliance with all debt covenants.

As a result of a detailed assessment, including prudent assumptions around the men’s first team’s performance, and with reference to the Group’s balance sheet, existing committed facilities, but also acknowledging the inherent uncertainty of the current economic outlook, Management has concluded that the Group is able to meet its obligations when they fall due for a period of at least 12 months after the date of this report. For this reason, the Group continues to adopt the going concern basis for preparing the unaudited interim consolidated financial statements.

3Accounting policies

The accounting policies adopted are consistent with those of the consolidated financial statements for the year ended 30 June 2024, except as described below.

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

New and amended standards and interpretations adopted by the Group

The following amendments to standards have been adopted by the Group for the first time for the year ended 30 June 2025:

Classification of Liabilities as Current or Non-current (Amendments to IAS 1)
Leases on Sale and Leaseback (Amendment to IFRS 16)
Supplier Finance (Amendment to IAS 7 and IFRS 17)

18

Table of Contents

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

3Accounting policies (continued)

The adoption of this amendment has not had a material effect on the Group’s financial statements.

New and amended standards and interpretations issued but not yet adopted

The following amendments to IFRS that have been issued by the IASB will become effective in a subsequent accounting period:

Presentation and Disclosure in Financial Statements (IFRS 18)
Lack of Exchangeability (Amendments to IAS 21)
Classification and Measurement of Financial Instruments (Amendment to IFRS 9 and IFRS 7)

These changes are not expected to have a material effect on the Group’s results however the disclosure changes will impact key statements including the Consolidated Statement of Profit or Loss and the Consolidated Statement of Cash Flows as defined in IFRS 18, and the inclusion of management’s Adjusted EBITDA measure.

4Critical estimates and judgments

The preparation of interim financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the interim consolidated financial statements are considered to be:

Estimate of minimum guarantee revenue recognition – see Note 5
Estimate of fair value of registrations – see Note 17
Recognition of deferred tax assets – see Note 18
Recognition of tax related provisions - see Note 27

Management does not consider there to be any significant judgements in the preparation of the financial statements.

In preparing these interim consolidated financial statements, the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 30 June 2024.

5Seasonality of revenue

We experience seasonality in our revenue and cash flow, limiting the overall comparability of interim financial periods. In any given interim period, our total revenue can vary based on the number of games played in that period, which affects the amount of Matchday and Broadcasting revenue recognized. Similarly, certain of our costs are derived from hosting games at Old Trafford, and these costs will also vary based on the number of games played in the period. We historically recognize the most revenue in our second and third fiscal quarters due to the scheduling of matches. However, a strong performance by our first team in European competitions and domestic cups could result in significant additional Matchday and Broadcasting revenue, and consequently we may also recognize the most revenue in our fourth fiscal quarter in those years.

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Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

5Seasonality of revenue (continued)

i)Commercial

Commercial revenue (whether settled in cash or value in kind) comprises revenue receivable from the exploitation of the Manchester United brand through sponsorship and other commercial agreements, including minimum guaranteed revenue, revenue receivable from retailing Manchester United branded merchandise in the UK and licensing the manufacture, distribution and sale of such goods globally, and fees for the Manchester United men’s first team undertaking tours. Revenue is recognized over the term of the sponsorship agreement in line with the performance obligations included within the contract and based on the sponsorship rights enjoyed by the individual sponsor. In instances where the sponsorship rights remain the same over the duration of the contract, revenue is recognized as performance obligations are satisfied evenly over time (i.e. on a straight-line basis). Retail revenue is recognized when control of the products has transferred, being at the point of sale to the customer. License revenue in respect of right to access licences is recognized in line with the performance obligations included within the contract, in instances where these remain the same over the duration of the contract, revenue is recognized evenly on a time elapsed (i.e. straight-line) basis. Sales-based royalty revenue is recognized only when the subsequent sale is made.

Significant estimates

A number of sponsorship contracts contain significant estimates in relation to the allocation and recognition of revenue in line with performance obligations. Minimum guaranteed revenue is recognized over the term of the sponsorship agreement in line with the performance obligations included within the contract and based on the sponsorship benefits enjoyed by the individual sponsor. In instances where the sponsorship rights remain the same over the duration of the contract, revenue is recognized as performance obligations are satisfied evenly over time (i.e. on a straight-line basis).

On 21 July 2023, the Group signed a 10-year extension to its agreement with adidas which began on 1 August 2015 and now terminates on 30 June 2035. The minimum guarantee payable over the term of this extended agreement is £750 million per the original term and an additional £900 million due under the extension, resulting in a total of £1,650 million, subject to certain adjustments. Payments due in a particular year may increase if the club’s men’s or women’s first teams win the Premier League or Women’s Super League respectively, FA Cup or continental competitions with the maximum possible increase being £4.4 million per annum. Payments may decrease if the men’s first team fails to participate in the UEFA Champions League. Under the original term, if the men’s first team did not participate in the UEFA Champions League for two or more consecutive seasons, a deduction of 30% was made in the second or other consecutive year of non-participation. As a result of the men’s first team qualifying for the 2023/24 Champions League, no deductions are due under the original term and there is no critical accounting estimate in relation to the original term. Under the extended term, this clause has been amended to state that a £10 million deduction will be applied for each year of non-participation in the UEFA Champions League, commencing from the 2025/26 season and a critical accounting estimate exists in estimating the value of any such deductions over the life of the contract. The total revenue of this contract including the estimated deduction in respect of the Champions League clause is recognized evenly over the life of contract and the impact of changing the estimated deduction by one year on revenue recognized in any one financial year is £0.8 million.

ii)Broadcasting

Broadcasting revenue represents revenue receivable from all UK and overseas broadcasting contracts, including contracts negotiated centrally by the Premier League and UEFA. Distributions from the Premier League comprise a fixed element (which is recognized evenly as each performance obligation is satisfied i.e.as each Premier League match is played), facility fees for live coverage and highlights of domestic home and away matches (which are recognized when the respective performance obligation is satisfied i.e. the respective match is played), and merit awards (which, being variable consideration, are recognized when each performance obligation is satisfied i.e. as each Premier League match is played, based on management’s estimate of where the men’s first team will finish at the end of the football season i.e. the most likely outcome and to the extent that it is deemed highly probably that no revenue recognized will be reversed). Distributions from UEFA relating to participation in European competitions comprise market pool payments (which are recognized over the matches played in the competition, a portion of which reflects Manchester United’s performance relative to the other Premier League clubs in the competition), fixed amounts for participation in individual matches (which are recognized when the matches are played) and an individual club coefficient share (which is recognized over the group stage matches).

20

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Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

5Seasonality of revenue (continued)

iii)Matchday

Matchday revenue is recognized based on matches played throughout the year with revenue from each match (including season ticket allocated amounts) only being recognized when the performance obligation is satisfied i.e. the match has been played. Revenue from related activities such as Conference and Events or the Museum is recognized as the event or service is provided or the facility is used. Matchday revenue includes revenue receivable from all domestic and European match day activities from Manchester United games at Old Trafford, together with the Group’s share of gate receipts from domestic cup matches not played at Old Trafford, and fees for arranging other events at the Old Trafford stadium. As the Group acts as the principal in the sale of match tickets, the share of gate receipts payable to the other participating club and competition organizer for domestic cup matches played at Old Trafford is treated as an operating expense.

6Revenue from contracts with customers

6.1Disaggregation of revenue from contracts with customers

The principal activity of the Group is the operation of men’s and women’s professional football clubs. All of the activities of the Group support the operation of the football clubs and the success of the men’s first team in particular is critical to the on-going development of the Group. Consequently, the chief operating decision maker (being the Board and executive officers of Manchester United plc) regards the Group as operating in one material segment, being the operation of professional football clubs.

All non-current assets, other than US deferred tax assets, are held within the United Kingdom. All revenue derives from the Group’s principal activity in the United Kingdom. Revenue can be analysed into its three main components as follows:

Three months ended

Six months ended

31 December

31 December

2024

2023

2024

2023

    

£’000

    

£’000

    

£’000

    

£’000

Sponsorship

42,949

39,156

94,709

95,322

Retail, merchandising, apparel & product licensing

42,129

32,606

75,647

66,821

Commercial

 

85,078

71,762

 

170,356

 

162,143

Domestic competitions

49,700

59,734

76,780

89,678

European competitions

10,802

45,177

12,773

52,692

Other

1,160

1,529

3,369

3,417

Broadcasting

 

61,662

106,440

 

92,922

 

145,787

Matchday

 

51,960

47,554

 

78,487

 

74,922

 

198,700

225,756

 

341,765

 

382,852

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Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

6Revenue from contracts with customers (continued)

6.2Assets and liabilities related to contracts with customers

Details of movements on assets related to contracts with customers are as follows:

    

Current

contract assets

– accrued

revenue

£’000

At 1 July 2023

43,332

Recognized in revenue during the period

105,882

Cash received/amounts invoiced during the period

(87,395)

At 31 December 2023

 

61,819

Recognized in revenue during the period

 

38,994

Cash received/amounts invoiced during the period

 

(61,035)

At 30 June 2024

 

39,778

Recognized in revenue during the period

 

94,657

Cash received/amounts invoiced during the period

(74,588)

At 31 December 2024

 

59,847

A contract asset (accrued revenue) is recognized if commercial, broadcasting or Matchday revenue performance obligations are satisfied prior to unconditional consideration being due under the contract.

Details of movements on liabilities related to contracts with customers are as follows:

    

Current

    

Non-current

    

contract

contract

Total contract

liabilities –

liabilities –

liabilities –

deferred

deferred

deferred

revenue

revenue

revenue

£’000

£’000

£’000

At 1 July 2023

(169,624)

(6,659)

(176,283)

Recognized in revenue during the period

134,384

134,384

Cash received/amounts invoiced during the period

(115,803)

(115,803)

Reclassified to non-current during the period

1,400

(1,400)

At 31 December 2023

 

(149,643)

 

(8,059)

 

(157,702)

Recognized in revenue during the period

 

126,256

 

 

126,256

Cash received/amounts invoiced during the period

 

(172,529)

 

 

(172,529)

Reclassified to current during the period

 

(2,712)

 

2,712

 

At 30 June 2024

 

(198,628)

 

(5,347)

 

(203,975)

Recognized in revenue during the period

 

146,080

 

 

146,080

Cash received/amounts invoiced during the period

 

(111,975)

 

 

(111,975)

Reclassified to current during the period

 

(1,201)

 

1,201

 

At 31 December 2024

 

(165,724)

(4,146)

 

(169,870)

Commercial, broadcasting and Matchday consideration which is received in advance of the performance obligation being satisfied is treated as a contract liability (deferred revenue). The deferred revenue is then recognized as revenue when the performance obligation is satisfied. The Group receives substantial amounts of deferred revenue prior to the previous financial year end which is then recognized as revenue throughout the current year and, where applicable, future financial years.

22

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Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

7Operating expenses

Three months ended

Six months ended

31 December

31 December

2024

2023

2024

2023

    

£’000

    

£’000

    

£’000

    

£’000

Employee benefit expenses

 

(82,491)

(95,090)

 

(162,732)

 

(185,382)

Depreciation - property, plant and equipment (Note 14)

 

(3,960)

(3,755)

 

(7,868)

 

(7,476)

Depreciation – right-of-use assets (Note 15)

(263)

(328)

(541)

(639)

Depreciation - investment property (Note 16)

 

(70)

(70)

 

(140)

 

(140)

Amortization (Note 17)

 

(49,423)

(50,495)

 

(102,693)

 

(97,340)

Sponsorship, other commercial and broadcasting costs

(15,937)

(6,186)

(26,452)

(19,138)

External Matchday costs

(9,494)

(11,282)

(17,416)

(18,843)

Property costs

(4,383)

(4,263)

(8,533)

(7,839)

Other operating expenses

 

(15,935)

(17,597)

 

(32,528)

 

(37,031)

Exceptional items (Note 8)

 

(14,537)

(9,595)

 

(23,175)

 

(9,595)

 

(196,493)

(198,661)

 

(382,078)

 

(383,423)

8Exceptional items

Three months ended

Six months ended

31 December

31 December

    

2024

    

2023

    

2024

    

2023

£’000

£’000

£’000

£’000

Club restructuring and redundancy costs

(38)

(8,676)

Costs associated with loss of office

 

(14,499)

 

(5,529)

 

(14,499)

 

(5,529)

Costs related to strategic review and share sale agreement with Sir Jim Ratcliffe

(4,066)

(4,066)

 

(14,537)

 

(9,595)

 

(23,175)

 

(9,595)

Exceptional items for the three and six months ended 31 December 2024 include costs related to the restructuring of the club’s operations and a redundancy scheme implemented in the first half of fiscal year 2025, as well as costs associated with the departure of former men’s first team manager Erik ten Hag and various members of football staff.

On 22 November 2022, Manchester United plc announced intentions to explore strategic alternatives for the club and on 24 December 2023 it was announced that an agreement had been reached with Trawlers Limited, a company wholly owned by Sir Jim Ratcliffe, for the sale of 25% of Manchester United plc’s Class B shares and up to 25% of Manchester United plc’s Class A shares. Exceptional items for the three and six months ended 31 December 2023 comprise costs related to this transaction and compensation for loss of office charges for changes in management as a result of this transaction.

9Profit on disposal of intangible assets

Three months ended

Six months ended

31 December

31 December

    

2024

    

2023

    

2024

    

2023

£’000

£’000

£’000

£’000

Profit on disposal of registrations

 

839

399

 

36,391

 

29,880

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Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

10Net finance costs

Three months ended

Six months ended

31 December

31 December

    

2024

    

2023

    

2024

    

2023

£’000

£’000

£’000

£’000

Interest payable on bank loans and overdrafts

 

(296)

(65)

 

(834)

 

(313)

Interest payable on secured term loan facility, senior secured notes and revolving facilities

 

(10,420)

(10,407)

 

(18,355)

 

(18,798)

Interest payable on lease liabilities (Note 15)

(109)

(72)

(279)

(348)

Amortization of issue costs on secured term loan facility, senior secured notes and revolving facilities

 

(505)

(570)

 

(990)

 

(753)

Foreign exchange losses on retranslation of unhedged US dollar borrowings (1)

(15,936)

(421)

Unwinding of discount relating to registrations

 

(4,132)

(4,471)

 

(8,777)

 

(7,951)

Interest on provisions

(106)

(62)

(214)

(149)

Hedge ineffectiveness on cash flow hedges

(10,976)

(291)

Fair value movement on derivative financial instruments:

Embedded foreign exchange derivatives

 

(946)

 

(1,731)

 

(9,109)

Total finance costs

 

(42,480)

(16,593)

 

(31,471)

 

(37,842)

Interest receivable on short-term bank deposits

 

696

223

 

1,756

 

572

Foreign exchange gains on retranslation of unhedged US dollar borrowings (2)

13,332

748

Hedge ineffectiveness on cash flow hedges

2,763

2,376

Fair value movement on derivative financial instruments:

Embedded foreign exchange derivatives

4,221

Total finance income (3)

4,917

16,318

2,504

2,948

Net finance costs

 

(37,563)

(275)

 

(28,967)

 

(34,894)

(1)Unrealized foreign exchange losses on unhedged USD borrowings due to an unfavourable swing in foreign exchange rates.
(2)Unrealized foreign exchange gains on unhedged USD borrowings due to a favourable swing in foreign exchange rates.
(3)Each element of finance income is split based on its position in both the three months ended 31 December and the six months ended 31 December. In both the current year and the prior year, exchange rate fluctuations have resulted in income for the three months ended 31 December that is greater than the total net position across the six months ended 31 December.

11Income tax credit/(expense)

Three months ended

Six months ended

31 December

31 December

    

2024

    

2023

    

2024

    

2023

£’000

£’000

£’000

£’000

Current tax

 

  

  

 

  

 

  

Current tax on loss for the period

 

(38)

(89)

 

(105)

 

(160)

Foreign tax

 

(732)

(562)

 

(733)

 

(676)

Total current tax expense

 

(770)

(651)

 

(838)

 

(836)

Deferred tax

 

 

 

Origination and reversal of temporary differences

 

7,542

(6,194)

 

7,311

 

1,038

Total deferred tax credit/(expense)

 

7,542

(6,194)

 

7,311

 

1,038

Total income credit/(expense)

 

6,772

(6,845)

 

6,473

 

202

Tax is recognized based on management’s estimate of the weighted average annual tax rate expected for the full financial year. Based on current forecasts, the estimated weighted average annual tax rate used for the year to 30 June 2025 is 21.91% (30 June 2024: 14.84%).

The current year estimated weighted average annual tax rate of 21.91% is driven by UK deferred tax movements, recognized at the UK Corporation tax rate of 25%.

24

Table of Contents

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

11Income tax credit/(expense) (continued)

In addition to the amounts recognized in the statement of profit or loss, the following amounts relating to tax have been recognized in other comprehensive income:

Three months ended

Six months ended

31 December

31 December

    

2024

    

2023

    

2024

    

2023

£’000

£’000

£’000

£’000

Deferred tax (Note 18)

 

1,389

(975)

 

861

 

1,342

Total income tax credit/(expense) recognized in other comprehensive income

 

1,389

(975)

 

861

 

1,342

12(Loss)/ earnings per share

Three months ended

Six months ended

31 December

31 December

    

2024

    

2023

    

2024

    

2023

(Loss)/profit for the period (£’000)

 

(27,745)

20,374

 

(26,416)

 

(5,383)

Basic (loss)/earnings per share (pence)

 

(16.35)

12.49

 

(15.58)

 

(3.30)

Diluted (loss)/earnings per share (pence) (1)

(16.35)

12.44

(15.58)

(3.30)

(i)Basic (loss)/earnings per share

Basic (loss)/earnings per share is calculated by dividing the (loss)/profit for the period by the weighted average number of ordinary shares in issue during the period.

(ii)Diluted (loss)/earnings per share

Diluted (loss)/earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue during the year to assume conversion of all dilutive potential ordinary shares. The Company has 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, or, if later, the date of issue of the potential ordinary shares.

(iii)Weighted average number of shares used as the denominator

Three months ended

Six months ended

31 December

31 December

2024

2023

2024

2023

Number

Number

Number

Number

    

‘000

    

‘000

    

‘000

    

‘000

Weighted average number of ordinary shares used as the denominator in calculating basic loss per share

169,746

163,159

169,532

163,159

Adjustment for calculation of diluted earnings per share assumed conversion into Class A ordinary shares (1)

Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted loss per share (1)

169,746

163,159

169,532

163,159

(1)For the three and six months ended 31 December 2024 and six months ended 31 December 2023 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.

13Dividends

No dividends were paid in the six months ended 31 December 2024 (six months ended 31 December 2023: nil).

25

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Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

14Property, plant and equipment

    

Freehold

    

Plant and

    

Fixtures

    

Assets under

    

property

machinery

and fittings

construction

Total 

£’000

£’000

£’000

£’000

£’000

At 1 July 2024

 

Cost

 

289,943

45,809

78,889

414,641

Accumulated depreciation

 

(69,910)

(34,395)

(54,218)

(158,523)

Net book amount

 

220,033

11,414

24,671

256,118

Six months ended 31 December 2024

 

Opening net book amount

 

220,033

11,414

24,671

256,118

Additions

 

3

 

2,397

 

6,350

10,060

 

18,810

Depreciation charge

 

(1,740)

 

(2,688)

 

(3,440)

 

(7,868)

Closing net book amount

 

218,296

 

11,123

 

27,581

10,060

 

267,060

At 31 December 2024

Cost

289,946

48,206

85,239

10,060

433,451

Accumulated depreciation

(71,650)

(37,083)

(57,658)

(166,391)

Net book amount

218,296

11,123

27,581

10,060

267,060

At 1 July 2023

 

 

 

 

Cost

 

287,413

 

46,706

 

75,873

 

409,992

Accumulated depreciation

 

(66,677)

 

(35,094)

 

(54,939)

 

(156,710)

Net book amount

 

220,736

 

11,612

 

20,934

 

253,282

Six months ended 31 December 2023

 

 

 

 

Opening net book amount

 

220,736

 

11,612

 

20,934

 

253,282

Additions

 

2,783

 

1,872

 

4,785

 

9,440

Depreciation charge

 

(1,743)

 

(2,455)

 

(3,278)

 

(7,476)

Closing net book amount

 

221,776

 

11,029

 

22,441

 

255,246

At 31 December 2023

 

 

 

 

Cost

 

290,196

 

48,578

 

80,658

 

419,432

Accumulated depreciation

 

(68,420)

 

(37,549)

 

(58,217)

 

(164,186)

Net book amount

 

221,776

 

11,029

 

22,441

 

255,246

26

Table of Contents

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

15Leases

(i)Amounts recognized in the consolidated balance sheet

The balance sheet shows the following amounts relating to leases:

Right-of-use assets:

    

31 December

    

30 June

    

31 December

2024

2024

2023

£’000

£’000

£’000

Property

 

7,267

 

7,740

 

7,683

Plant and machinery

 

383

 

455

 

516

Total

 

7,650

 

8,195

 

8,199

Additions to right-of-use assets for the six months ended 31 December 2024 amounted to £81,000 (2023: £113,000) and for the year ended 30 June 2024 amounted to £749,000.

Lease liabilities:

    

31 December

    

30 June

    

31 December

2024

2024

2023

£’000

£’000

£’000

Current

 

672

 

934

 

861

Non-current

 

8,018

 

7,707

 

7,704

Total lease liabilities

 

8,690

 

8,641

 

8,565

The following table provides an analysis of the movements in lease liabilities:

    

£’000

At 1 July 2023

 

8,880

Cash flows

 

(806)

Additions

143

Accretion expense

 

348

At 31 December 2023

 

8,565

Cash flows

 

(863)

Additions

 

606

Accretion expense

 

333

At 30 June 2024

 

8,641

Cash flows

 

(311)

Additions

 

81

Accretion expense

 

279

At 31 December 2024

 

8,690

(ii)Amounts recognized in the consolidated statement of profit or loss:

Three months ended

Six months ended

31 December

31 December

    

2024

    

2023

    

2024

    

2023

£’000

£’000

£’000

£’000

Depreciation charge of right-of-use assets

 

  

 

  

Property

 

(189)

(215)

(388)

 

(431)

Plant and machinery

 

(74)

(113)

(153)

 

(208)

 

(263)

(328)

(541)

 

(639)

Interest expense (included in finance costs)

 

(109)

(72)

(279)

 

(348)

Expense relating to short-term leases (included in operating expenses)

 

(62)

(62)

(123)

 

(134)

27

Table of Contents

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

15Leases (continued)

(iii)The group’s leasing activities and how these are accounted for

The Group leases various offices and equipment. All leases with a term of more than 12 months, unless the underlying asset is of low value, are recognized as a right-of-use asset, with a corresponding lease liability, at the date at which the leased asset is available for use by the Group.

The lease agreements do not impose any covenants other than the security interests in the right-of-use assets that are held by the lessor. Right-of-use assets may not be used as security for borrowing purposes.

Lease liabilities are initially measured on a present value basis. Lease liabilities include the net present value of lease payments, less any lease incentives receivable. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, which is generally the case for leases of the Group, the Group’s incremental borrowing rate is used, being the rate that the Group would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Right-of-use assets are initially measured at cost comprising the following:

the amount of the initial measurement of the lease liability;
any lease payments made at or before the commencement date less any lease incentives received;
any initial direct costs; and
restoration costs.

Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. Payments associated with short-term leases of property, plant and equipment and all leases of low-value assets are recognized on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.

28

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Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

16Investment property

Total

    

£’000

At 1 July 2024

 

Cost

 

32,193

Accumulated depreciation and impairment

 

(12,480)

Net book amount

 

19,713

Six months ended 31 December 2024

 

Opening net book amount

 

19,713

Depreciation charge

 

(140)

Closing net book amount

 

19,573

At 31 December 2024

Cost

32,193

Accumulated depreciation and impairment

(12,620)

Net book amount

19,573

At 1 July 2023

 

Cost

 

32,193

Accumulated depreciation and impairment

 

(12,200)

Net book amount

 

19,993

Six months ended 31 December 2023

 

Opening net book amount

 

19,993

Depreciation charge

 

(140)

Closing net book amount

 

19,853

At 31 December 2023

 

Cost

 

32,193

Accumulated depreciation and impairment

 

(12,340)

Net book amount

 

19,853

Investment properties were externally valued as of 30 June 2024 in accordance with the Royal Institution of Chartered Surveyors (“RICS”) Valuation - Global Standards 2017 on the basis of Fair Value (as defined in the Standards). The fair value of investment properties as of 30 June 2024 was £36,490,000. Management has considered the carrying amount of investment property as of 31 December 2024 and concluded that, as there are no indicators of impairment, an impairment test is not required.

Fair value of investment properties is determined using inputs that are not based on observable market data, consequently the asset is categorized as Level 3.

29

Table of Contents

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

17Intangible assets

Other

intangible

    

Goodwill

    

Registrations

    

assets

    

Total

£’000

£’000

£’000

£’000

At 1 July 2024

 

  

 

  

 

  

 

  

Cost

 

421,453

 

943,896

 

26,781

 

1,392,130

Accumulated amortization

 

 

(535,317)

 

(19,249)

 

(554,566)

Net book amount

 

421,453

 

408,579

 

7,532

 

837,564

Six months ended 31 December 2024

 

 

 

 

Opening net book amount

 

421,453

 

408,579

 

7,532

 

837,564

Additions

 

 

230,952

 

1,049

 

232,001

Disposals

 

 

(20,858)

 

 

(20,858)

Amortization charge

 

 

(101,051)

 

(1,642)

 

(102,693)

Closing net book amount

 

421,453

 

517,622

 

6,939

 

946,014

At 31 December 2024

Cost

421,453

1,030,967

27,831

1,480,251

Accumulated amortization

(513,345)

(20,892)

(534,237)

Net book amount

421,453

517,622

6,939

946,014

At 1 July 2023

 

 

 

 

Cost

 

421,453

 

924,829

 

22,164

 

1,368,446

Accumulated amortization

 

 

(539,944)

 

(16,120)

 

(556,064)

Net book amount

 

421,453

 

384,885

 

6,044

 

812,382

Six months ended 31 December 2023

 

 

 

 

Opening net book amount

 

421,453

 

384,885

 

6,044

 

812,382

Additions

 

 

215,086

 

2,350

 

217,436

Disposals

 

 

(9,951)

 

 

(9,951)

Amortization charge

 

 

(95,863)

 

(1,477)

 

(97,340)

Closing net book amount

 

421,453

 

494,157

 

6,917

 

922,527

At 31 December 2023

 

 

 

 

Cost

 

421,453

 

1,026,551

 

24,514

 

1,472,518

Accumulated amortization

 

 

(532,394)

 

(17,597)

 

(549,991)

Net book amount

 

421,453

 

494,157

 

6,917

 

922,527

Impairment tests for goodwill

Goodwill is not subject to amortization and is tested annually for impairment (normally at the end of the third fiscal quarter) or more frequently if events or changes in circumstances indicate a potential impairment. Management has considered the carrying amount of goodwill as of 31 December 2024 and concluded that, as there are no indicators of impairment, a detailed impairment test is not required. Having assessed the future anticipated cash flows, management believes that any reasonably possible changes in key assumptions would not result in an impairment of goodwill.

30

Table of Contents

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

17Intangible assets (continued)

Significant estimates - fair value of registrations

The costs associated with the acquisition of players’ and key football management staff registrations include an estimate of the fair value of any contingent consideration. The estimate of the fair value of the contingent consideration payable requires management to assess the likelihood of specific performance conditions being met which would trigger the payment of the contingent consideration. This assessment is carried out on an individual basis. The maximum additional amount that could be payable as of 31 December 2024 is disclosed in Note 31.1. The estimate over the probability of contingent consideration payable could impact the net book value of registrations and amortization recognized in the statement of profit or loss.

Other intangible assets

Other intangible assets include internally generated assets whose cost and accumulated amortization as of 31 December 2024 was £2,103,000 and £2,103,000 respectively (31 December 2023: £2,103,000 and £2,103,000 respectively).

18Deferred tax

Deferred tax assets and liabilities are offset where the Group has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after allowable offset) for financial reporting purposes:

31 December

30 June

31 December

    

2024

    

2024

    

2023

£’000

£’000

£’000

Net deferred tax asset/(liability)

 

25,779

 

17,607

 

(924)

The movements in the net deferred tax asset/(liability) are as follows:

31 December

30 June

31 December

    

2024

    

2024

2023

£’000

£’000

    

£’000

At the beginning of the period

 

17,607

 

(3,304)

 

(3,304)

Credited to the statement of profit or loss (Note 11)

 

7,311

 

19,559

 

1,038

Credited to other comprehensive income (Note 11)

 

861

 

1,667

 

1,342

Expense relating to share-based payments

(315)

At the end of the period

 

25,779

 

17,607

 

(924)

Group profits are subject to both UK and US corporate tax. The current US federal corporate income tax rate is 21% compared to the substantively enacted UK corporation tax rate of 25%. As the UK corporation tax rate is higher than the US federal corporate income tax rate, it is forecast that all future US cash tax will be sheltered by foreign tax credits derived from UK tax paid. A potential US deferred tax asset at the period end has therefore not been recognised as it is not forecast to give rise to a future economic benefit. Future increases in the US federal corporate income tax rate could result in the recognition of the US deferred tax asset.

Significant estimates – recognition of deferred tax assets

Deferred tax assets are recognized only to the extent that it is probable that the associated deductions will be available for use against future profits and that there will be sufficient future taxable profit available against which the temporary differences can be utilized, provided the asset can be reliably quantified. In estimating future taxable profit, management use “base case” approved forecasts which incorporate a number of assumptions, including a prudent level of future uncontracted revenue in the forecast period. In arriving at a judgment in relation to the recognition of deferred tax assets, management considers the regulations applicable to tax, advice on their interpretation and potential future business planning. Future taxable income may be higher or lower than estimates made when determining whether it is appropriate to record a tax asset and the amount to be recorded. Furthermore, changes in the legislative framework or applicable tax case law may result in management reassessing the recognition of deferred tax assets in future periods.

31

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Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

19Inventories

    

31 December

    

30 June

31 December

2024

2024

    

2023

£’000

£’000

£’000

Finished goods

 

13,423

 

3,543

 

4,024

The cost of inventories recognized as an expense and included in operating expenses for the six months ended 31 December 2024 amounted to £21,277,000 (year ended 30 June 2024: £13,043,000; six months ended 31 December 2023: £8,614,000).

20Trade receivables

31 December

30 June

31 December

    

2024

    

2024

    

2023

£’000

£’000

£’000

Trade receivables

 

147,257

 

75,914

 

124,019

Less: provision for impairment of trade receivables

 

(11,898)

 

(10,985)

 

(18,133)

Net trade receivables

 

135,359

 

64,929

 

105,886

Less: non-current portion

 

 

 

Trade receivables

 

46,583

 

27,930

 

24,498

Current trade receivables

 

88,776

 

36,999

 

81,388

Net trade receivables include transfer fees receivable from other football clubs of £90,865,000 (30 June 2024: £59,845,000; 31 December 2023: £52,220,000) of which £46,583,000 (30 June 2024: £27,930,000; 31 December 2023: £24,498,000) is receivable after more than one year. Net trade receivables also include £21,622,000 (30 June 2024: £5,753,000; 31 December 2023: £24,591,000) of deferred revenue that is contractually payable to the Group, but recorded in advance of the earnings process, with corresponding amounts recorded as contract liabilities - deferred revenue.

Gross contractual trade receivables pre discounting as at 31 December 2024 were £75,362,000 (30 June 2024: £67,198,000; 31 December 2023: £108,900,000).

21Derivative financial instruments

31 December 2024

30 June 2024

31 December 2023

Assets

Liabilities

Assets

Liabilities

Assets

Liabilities

    

£’000

    

£’000

    

£’000

    

£’000

    

£’000

    

£’000

Used for hedging:

  

  

  

  

  

  

Interest rate swaps

2,211

Forward foreign exchange contracts

 

 

(7,737)

 

 

(7,514)

 

321

 

(2,072)

At fair value through profit or loss:

Embedded foreign exchange derivatives

 

611

 

 

2,297

 

 

107

 

(1)

 

611

 

(7,737)

 

2,297

 

(7,514)

 

2,639

 

(2,073)

Less non-current portion:

 

Used for hedging:

Forward foreign exchange contracts

 

(3,179)

(4,911)

159

(1,482)

At fair value through profit or loss:

 

 

 

 

Embedded foreign exchange derivatives

 

364

 

380

 

 

41

Non-current derivative financial instruments

 

364

(3,179)

 

380

 

(4,911)

 

200

(1,482)

Current derivative financial instruments

 

247

(4,558)

 

1,917

 

(2,603)

 

2,439

(591)

32

Table of Contents

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

21Derivative financial instruments (continued)

Fair value hierarchy

Derivative financial instruments are carried at fair value. The different levels used in measuring fair value have been defined in accounting standards as follows:

Level 1 – the fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period.
Level 2 – the fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize the use of observable market data and as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.
Level 3 – if one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

All of the financial instruments detailed above are included in Level 2.

22Cash and cash equivalents

31 December

30 June

31 December

    

2024

    

2024

    

2023

£’000

£’000

£’000

Cash at bank and in hand

 

95,542

 

73,549

 

62,809

Cash and cash equivalents for the purposes of the interim consolidated statement of cash flows are as above.

23Share capital

    

Number of shares

    

Ordinary shares

(thousands)

£’000

At 1 July 2023

 

164,842

 

53

Employee share-based compensation awards – issue of shares

 

 

At 31 December 2023

 

164,842

 

53

Trawlers Limited investment – issue of shares

 

6,061

 

2

Employee share-based compensation awards – issue of shares

98

At 30 June 2024

171,001

55

Trawlers Limited investment – issue of shares

 

3,030

 

1

At 31 December 2024

 

174,031

 

56

The Company has two classes of ordinary shares outstanding: Class A ordinary shares and Class B ordinary shares, each with a par value of $0.0005 per share. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to voting and conversion. Each Class A ordinary share is entitled to one vote per share and is not convertible into any other shares. Each Class B ordinary share is entitled to 10 votes per share and is convertible into one Class A ordinary share at any time. In addition, Class B ordinary shares will automatically convert into Class A ordinary shares upon certain transfers and other events, including upon the date when holders of all Class B ordinary shares cease to hold Class B ordinary shares representing, in the aggregate, at least 10% of the total number of Class A and Class B ordinary shares outstanding. For special resolutions (which are required for certain important matters including mergers and changes to the Company’s governing documents), which require the vote of two-thirds of the votes cast, at any time that Class B ordinary shares remain outstanding, the voting power permitted to be exercised by the holders of the Class B ordinary shares will be weighted such that the Class B ordinary shares shall represent, in the aggregate, 67% of the voting power of all shareholders.

33

Table of Contents

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

23Share capital (continued)

In connection with the Trawlers Transaction, the Company issued 983,450 Class A ordinary shares and 2,046,854 Class B ordinary shares on 18 December 2024 for an aggregate subscription price of $100 million. This is in addition to the 1,966,899 Class A ordinary shares and 4,093,707 Class B ordinary shares issued to Trawlers Limited for an aggregate subscription price of $200 million in February 2024. On 18 December 2024, Trawlers Limited transferred its entire shareholding to INEOS Limited.

As of 31 December 2024, the Company’s issued share capital comprised 55,999,898 Class A ordinary shares and 116,348,173 Class B ordinary shares.

1,682,896 Class A ordinary shares are currently held in treasury. Distributable reserves have been reduced by £21,305,000, being the consideration paid for these shares. See Note 24.

24Treasury shares

Number of

shares

    

(thousands)

    

£’000

At 1 July 2023, 31 December 2023, 30 June 2024 and 31 December 2024

 

1,683

 

21,305

25Trade and other payables

31 December

30 June

31 December

    

2024

    

2024

    

2023

£’000

£’000

£’000

Trade payables

 

396,686

 

341,288

 

348,707

Other payables

 

11,587

 

9,734

 

10,274

Accrued expenses

 

56,279

 

52,257

 

49,139

Social security and other taxes

 

12,484

 

21,645

 

13,472

 

477,036

 

424,924

 

421,592

Less: non-current portion

 

Trade payables

 

178,853

175,835

189,693

Other payables

 

585

59

198

Non-current trade and other payables

 

179,438

175,894

189,891

Current trade and other payables

 

297,598

249,030

231,701

Trade payables include transfer fees and other associated costs in relation to the acquisition of players’ registrations of £390,798,000 (30 June 2024: £331,418,000; 31 December 2023: £338,978,000) of which £178,853,000 (30 June 2024: £175,835,000; 31 December 2023: £189,693,000) is due after more than one year. Of the amount due after more than one year, £117,299,000 (30 June 2024: £106,636,000; 31 December 2023: £108,752,000) is expected to be paid between 1 and 2 years and the balance of £61,554,000 (30 June 2024: £69,199,000; 31 December 2023: £80,941,000) is expected to be paid between 2 and 5 years.

Gross contractual trade payables pre discounting as at 31 December 2024 were £426,736,000 (30 June 2024: £362,230,000; 31 December 2023: £378,560,000). The gross contractual value of other payables is not materially different to their carrying amount.

34

Table of Contents

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

26Borrowings

31 December

30 June

31 December

    

2024

    

2024

    

2023

£’000

£’000

£’000

Senior secured notes

 

337,614

 

334,538

 

331,572

Secured term loan facility

 

178,105

 

176,509

 

174,937

Revolving credit facilities

 

210,000

 

30,000

 

260,000

Accrued interest on senior secured notes and revolving credit facilities

 

5,746

 

5,574

 

6,792

 

731,465

 

546,621

 

773,301

Less: non-current portion

 

 

 

Senior secured notes

 

337,614

 

334,538

 

331,572

Secured term loan facility

 

178,105

 

176,509

 

174,937

Non-current borrowings

 

515,719

 

511,047

 

506,509

Current borrowings

 

215,746

 

35,574

 

266,792

The senior secured notes of £337,614,000 (30 June 2024: £334,538,000; 31 December 2023: £331,572,000) is stated net of unamortized issue costs amounting to £1,359,000 (30 June 2024: £1,615,000; 31 December 2023: £1,866,000). The outstanding principal amount of the senior secured notes is $425,000,000 (30 June 2024: $425,000,000; 31 December 2023: $425,000,000). The senior secured notes have a fixed coupon rate of 3.79% per annum and interest is paid semi-annually. The senior secured notes mature on 25 June 2027.

The senior secured notes were issued by our wholly owned subsidiary, Manchester United Football Club Limited, and are guaranteed by Red Football Limited, Red Football Junior Limited, Manchester United Limited, MU RAML Limited and MU Finance Limited and are secured against substantially all of the assets of those entities and Manchester United Football Club Limited. These entities are wholly owned subsidiaries of Manchester United plc.

The secured term loan facility of £178,105,000 (30 June 2024: £176,509,000; 31 December 2023: £174,937,000) is stated net of unamortized issue costs amounting to £1,321,000 (30 June 2024: £1,456,000; 31 December 2023: £1,589,000). The outstanding principal amount of the secured term loan facility is $225,000,000 (30 June 2024: $225,000,000; 31 December 2023: $225,000,000). The secured term loan facility attracts interest of US dollar LIBOR plus an applicable margin of between 1.25% and 1.75% per annum and interest is paid monthly. The remaining balance of the secured term loan facility is repayable on 6 August 2029, although the Group has the option to repay the secured term loan facility at any time before then.

The secured term loan facility was provided to our wholly owned subsidiary, Manchester United Football Club Limited, and is guaranteed by Red Football Limited, Red Football Junior Limited, Manchester United Limited, MU Finance Limited and Manchester United Football Club Limited and is secured against substantially all of the assets of each of those entities. These entities are wholly owned subsidiaries of Manchester United plc.

The Group also has £210,000,000 (30 June 2024: £30,000,000; 31 December 2023: £260,000,000) in outstanding loans and £90,000,000 (30 June 2024: £270,000,000; 31 December 2023: £40,000,000) in borrowing capacity under our revolving facilities. These facilities terminate on 25 June 2027.

The Group has complied with all covenants under its revolving facilities, the secured term loan facility and the note purchase agreement governing the senior secured notes during the 2024 and 2023 reporting period.

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Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

27Provisions

    

Other(1)

    

Tax(2)

    

Total

    

£’000

    

£’000

    

£’000

At 1 July 2023

 

876

 

12,063

 

12,939

Charged/(credited) to profit or loss:

 

 

 

Reassessment of provisions

79

(1,955)

(1,876)

At 31 December 2023

 

955

 

10,108

 

11,063

Credited to profit or loss:

 

 

 

Reassessment of provisions

 

(495)

 

(2,773)

 

(3,268)

At 30 June 2024

 

460

 

7,335

 

7,795

Charged to profit or loss:

 

 

 

Reassessment of provisions

 

47

 

128

 

175

At 31 December 2024

 

507

 

7,463

 

7,970

Less: non-current portion

Provisions

Current provisions

 

507

 

7,463

 

7,970

(1) Other provision

Other provision includes, amongst other items, make good provisions as the Group is required to restore the leased premises of its office spaces to their original condition at the end of the respective lease terms. A provision has been recognized based upon the estimated expenditure required to remove any leasehold improvements. The remaining term on such leased properties is between 2 and 9 years.

(2) Tax provision

Provision in respect of player related tax matters. The timing of cash outflows is by its nature uncertain but it is management’s best estimate that these will be made within the next 12 months.

28Cash used in operations

Three months ended

Six months ended

31 December

31 December

    

2024

    

2023

    

2024

    

2023

£’000

£’000

£’000

£’000

(Loss)/profit before income tax

 

(34,517)

 

27,219

 

(32,889)

 

(5,585)

Adjustments for:

 

 

 

 

Depreciation

 

4,293

 

4,153

 

8,549

 

8,255

Amortization

 

49,423

 

50,495

 

102,693

 

97,340

Profit on disposal of intangible assets

 

(839)

 

(399)

 

(36,391)

 

(29,880)

Net finance costs

 

37,563

 

275

 

28,967

 

34,894

Non-cash employee benefit expense - equity-settled share-based payments

421

736

797

1,476

Foreign exchange losses/(gains) on operating activities

 

562

 

619

 

(152)

 

477

Reclassified from hedging reserve

 

184

 

250

 

2,943

 

(2)

Changes in working capital:

 

 

 

 

Inventories

 

(982)

 

1,022

 

(9,880)

 

(859)

Prepayments

8,685

9,286

(9,413)

(10,833)

Contract assets – accrued revenue

(14,088)

(14,476)

(20,069)

(18,487)

Trade receivables

(35,013)

(39,110)

(49,243)

(44,355)

Other receivables

 

140

 

9,612

 

713

 

7,863

Contract liabilities – deferred revenue

(62,241)

(64,780)

(34,105)

(18,581)

Trade and other payables

 

(9,386)

 

(23,602)

 

14,920

 

(31,839)

Provisions

(12)

688

(39)

(2,025)

Cash used in operations

 

(55,807)

 

(38,012)

 

(32,599)

 

(12,141)

36

Table of Contents

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

29Pension arrangements

The Group participates in the Football League Pension and Life Assurance Scheme (‘the Scheme’). The Scheme is a funded multi-employer defined benefit scheme where members may have periods of service attributable to several participating employers. The Group is unable to identify its share of the assets and liabilities of the Scheme and therefore accounts for its contributions as if they were paid to a defined contribution scheme. The Group has received confirmation that the assets and liabilities of the Scheme cannot be split between the participating employers. The Group is advised only of the additional contributions it is required to pay to make good the deficit. These contributions could increase in the future if one or more of the participating employers exits the Scheme.

The last triennial actuarial valuation of the Scheme was carried out at 31 August 2023 where the total deficit on the ongoing valuation basis was £20.6 million. The accrual of benefits ceased within the Scheme on 31 August 1999, therefore there are no contributions relating to the current accrual. The Group pays monthly contributions based on a notional split of the total expenses and deficit contributions of the Scheme.

The Group currently pays total contributions of £581,000 per annum and this amount will increase by 5% per annum from September 2025. Based on the actuarial valuation assumptions, this will be sufficient to pay off the deficit by 31 October 2026.

As of 31 December 2024, the present value of the Group’s outstanding contributions (i.e. its future liability) is £1,071,000 (30 June 2024: £1,362,000). This amounts to £581,000 (30 June 2024: £580,000; 31 December 2023: £579,000) due within one year and £490,000 (30 June 2024: £782,000; 31 December 2023: £198,000) due after more than one year and is included within other payables.

Contributions are also made to defined contribution pension arrangements and are charged to the statement of profit or loss in the period in which they become payable.

30Financial risk management

30.1  Financial risk factors

The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, and cash flow and fair value interest rate risk), credit risk, and liquidity risk.

The interim consolidated financial statements do not include all financial risk management information and disclosures required in the annual financial statements, they should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended 30 June 2024, as filed with the Securities and Exchange Commission on 13 September 2024, contained within the Company’s Annual Report on Form 20-F.

There have been no changes in risk management since the previous financial year end or in any risk management policies.

37

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Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

30Financial risk management (continued)

30.2  Hedging activities

The Group uses derivative financial instruments to hedge certain exposures and has designated certain derivatives as hedges of cash flows (cash flow hedge).

The Group hedges the foreign exchange risk on contracted future US dollar revenues whenever possible using the Group’s US dollar net borrowings as the hedging instrument. The foreign exchange gains or losses arising on re-translation of the Group’s US dollar net borrowings used in the hedge are initially recognized in other comprehensive income, rather than being recognized in the statement of profit or loss immediately. Amounts previously recognized in other comprehensive income and accumulated in the hedging reserve are subsequently reclassified into the statement of profit or loss in the same accounting period, and within the same statement of profit or loss line (i.e. commercial revenue), as the underlying future US dollar revenues, which given the varying lengths of the commercial revenue contracts will be between January 2025 to June 2029. The foreign exchange gains or losses arising on re-translation of the Group’s unhedged US dollar borrowings are recognized in the statement of profit or loss immediately (within net finance costs). The table below details the net borrowings being hedged at the balance sheet date:

31 December

30 June

31 December

    

2024

    

2024

    

2023

$’000

$’000

$’000

USD borrowings

 

650,000

 

650,000

 

650,000

Hedged USD cash

 

(18,100)

 

(9,500)

 

(33,200)

Net USD debt

 

631,900

 

640,500

 

616,800

Hedged future USD revenues (1)

 

(331,000)

 

(172,500)

 

(253,600)

Unhedged USD borrowings

 

300,900

 

468,000

 

363,200

Closing USD exchange rate ($: £)

 

1.2540

 

1.2643

 

1.2746

(1)A further portion of the profit and loss exposure (within net finance income/costs) on unhedged USD borrowings is naturally offset by the fair value of foreign exchange based embedded derivatives in host Commercial revenue contracts.

The Group seeks to hedge the majority of the foreign exchange risk on revenue arising as a result of participation in UEFA club competitions, either by using contracted future foreign exchange expenses (including player transfer fee commitments) or by placing forward foreign exchange contracts, at the point at which it becomes reasonably certain that it will receive the revenue. The Group also seeks to hedge the foreign exchange risk on other contracted future foreign exchange expenses using available foreign exchange cash balances and forward foreign exchange contracts.

Summary of hedging reserve

The Group’s hedging reserve comprises of two separate hedging reserves, the cash flow hedge reserve and the cost of hedging reserve. Details of balances in each reserve (net of tax) are shown below.

At 31 December 2024

At 30 June 2024

At 31 December 2023

    

£’000

    

£’000

    

£’000

Cash flow hedge reserve

 

(3,420)

 

(1,882)

 

1,521

Cost of hedging reserve

 

(122)

 

882

 

(1,546)

Total hedging reserve

 

(3,542)

 

(1,000)

 

(25)

38

Table of Contents

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

31Contingent liabilities and contingent assets

31.1  Contingent liabilities

The Group had contingent liabilities at 31 December 2024 in respect of:

(i)Transfer fees

Under the terms of certain contracts with other football clubs and agents in respect of player transfers, additional amounts, in excess of the amounts included in the cost of registrations, would be payable by the Group if certain substantive performance conditions are met. These excess amounts are only recognized within the cost of registrations when the Group considers that it is probable that the condition related to the payment will be achieved. The maximum additional amounts that could be payable is £136,415,000 (30 June 2024: £115,616,000; 31 December 2023: £158,040,000). No material adjustment was required to the amounts included in the cost of registrations during the period (2023: no material adjustments) and consequently there was no material impact on the amortization of registration charges in the statement of profit or loss (2023: no material impact). As of 31 December 2024, the potential amount payable by type of condition and category of player was:

    

First team

    

    

squad

Other

Total

Type of condition

£’000

£’000

£’000

MUFC appearances/team success/new contract

 

80,360

 

30,597

 

110,957

International appearances

 

1,126

 

1,599

 

2,725

Awards

21,846

21,846

Other

887

887

 

104,219

 

32,196

 

136,415

(ii) Tax matters

We are currently in active discussions with UK tax authorities over a number of tax areas in relation to arrangements with players and players’ representatives. It is possible that in the future, as a result of discussions between the Group and UK tax authorities, as well as discussions UK tax authorities are holding with other stakeholders within the football industry, interpretations of applicable rules will be challenged, which could result in liabilities in relation to these matters. The information usually required by IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’, is not disclosed on the grounds that it is not practicable to be disclosed.

31.2  Contingent assets

(i)Transfer fees

Under the terms of certain contracts with other football clubs in respect of player transfers, additional amounts would be payable to the Group if certain specific performance conditions are met. In accordance with the recognition criteria for contingent assets, such amounts are only disclosed by the Group when probable and recognized when virtually certain. As of 31 December 2024, the amount of such receipt considered to be probable was £nil (30 June 2024: £nil; 31 December 2023: £250,000).

32Commitments

32.1  Capital commitments

As at 31 December 2024, the Group had contracted capital expenditure relating to property, plant and equipment amounting to £11,828,000 (30 June 2024: £1,992,000; 31 December 2023: £2,166,000) and to other intangible assets amounting to £nil (30 June 2024: £nil; 31 December 2023: £nil). These amounts are not recognized as liabilities.

39

Table of Contents

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

33Events occurring after the reporting period

33.1  Registrations

Subsequent to 31 December 2024, the playing registrations of certain footballers have been disposed of. Total net proceeds were £211,000 and the associated net book value was £19,000. Additionally, solidarity contributions, training compensation, sell-on fees and contingent consideration totalling £937,000 became receivable in respect of previous playing registration disposals.

Also subsequent to 31 December 2024, the playing registrations of certain players were acquired or extended for a total consideration, including associated costs, of £37,698,000. Sell-on fees and contingent consideration totalling £5,808,000 became payable in respect of previous playing registrations.

34Related party transactions

As of 31 December 2024, trusts and other entities controlled by six lineal descendants of Mr. Malcolm Glazer collectively own 3.05% of our issued and outstanding Class A ordinary shares and 71.04% of our issued and outstanding Class B ordinary shares, representing 67.92% of the voting power of our outstanding capital stock. On 18 December 2024, Trawlers Limited transferred it’s entire shareholding to INEOS Limited. At 31 December 2024, INEOS Limited owns 28.91% of our issued and outstanding Class A ordinary shares and 28.96% of our issued and outstanding Class B ordinary shares, representing 28.96% of the voting power of our outstanding capital stock.

35Subsidiaries

The following companies are the subsidiary undertakings of the Company as of 31 December 2024:

% of ownership

Subsidiaries

    

Principal activity

    

interest

Red Football Finance Limited*

 

Dormant company

100

Red Football Holdings Limited*

 

Holding company

100

Red Football Shareholder Limited

 

Holding company

100

Red Football Joint Venture Limited

 

Holding company

100

Red Football Limited

 

Holding company

100

Red Football Junior Limited

 

Holding company

100

Manchester United Limited

 

Holding company

100

Alderley Urban Investments Limited

 

Property investment

100

Manchester United Football Club Limited

 

Professional football club

100

Manchester United Women’s Football Club Limited

Professional football club

100

Manchester United Interactive Limited

 

Dormant company

100

MU 099 Limited

 

Dormant company

100

MU Commercial Holdings Limited

 

Non-trading company

100

MU Commercial Holdings Junior Limited

 

Non-trading company

100

MU Finance Limited

 

Non-trading company

100

MU RAML Limited

 

Retail and licensing company

100

MUTV Limited

 

Media company

100

RAML USA LLC

 

Dormant company

100

*Direct investment of Manchester United plc, others are held by subsidiary undertakings.

All of the above are incorporated and operate in England and Wales, with the exception of Red Football Finance Limited which is incorporated and operates in the Cayman Islands and RAML USA LLC which is incorporated in the United States.

40