1.1 The reorganisation transactions
The Group had historically conducted business through Red Football Shareholder Limited, a private limited company incorporated in England and Wales, and its subsidiaries. Prior to the reorganisation transactions, Red Football Shareholder Limited was a direct, wholly owned subsidiary of Red Football LLC, a Delaware limited liability company. On 30 April 2012, Red Football LLC formed a wholly-owned subsidiary, Manchester United Ltd., an exempted company with limited liability incorporated under the Companies Law (2011 Revision) of the Cayman Islands, as amended and restated from time to time. On 8 August 2012, Manchester United Ltd. changed its legal name to Manchester United plc.
On 9 August 2012, Red Football LLC contributed all of the equity interest of Red Football Shareholder Limited to Manchester United plc. As a result of these reorganisation transactions, Red Football Shareholder Limited became an indirect, wholly-owned subsidiary of Manchester United plc.
The new parent, Manchester United plc had 155,352,366 shares in issue immediately after the reorganisation transactions and before the issue of new shares pursuant to the public offering. The reorganisation transactions have been treated as a capital reorganisation arising at the reorganisation date (9 August 2012). In accordance with International Financial Reporting Standards, historic earnings per share calculations and the balance sheet as at 30 June 2012 and 30 September 2011 have been restated retrospectively to reflect the capital structure of the new parent rather than that of the former parent, Red Football Shareholder Limited.1.2 Initial public offering (“IPO”) On 10 August 2012, the Company issued a further 8,333,334 ordinary shares at an issue price of US$14 per share and listed such shares on the NYSE. Net of underwriting costs and discounts, proceeds of US$110,250,000 (£70,258,000) were received. Expenses of £1,615,000 directly attributable to this issue of new shares have been offset against share premium.
MANCHESTER UNITED plc.
SUPPLEMENTAL NOTES (continued)
(unaudited; in £ thousands)
2 Cash generated from operations
| Three months ended
|Profit/(loss) from continuing operations||20,468||(4,970)|
|Loss on ordinary activities before tax||(6,064)||(6,355)|
|Amortisation of players’ registrations||9,823||10,094|
|Profit on disposal of players’ registrations||(4,818)||(5,624)|
|Net finance costs||12,387||19,335|
|Fair value gains on derivative financial instruments||(111)||-|
|Decrease/(Increase) in trade and other receivables||6,358||(665)|
|Increase in trade and other payables and deferred revenue||14,210||4,138|
|Decrease in provisions||(146)||(202)|
|Cash generated from operations||33,883||22,560|
3 Reconciliation of Adjusted EBITDA to Profit/(loss) for the period from continuing operations
| Three months ended
|Amortisation of players’ registrations||(9,823)||(10,094)|
|Profit on disposal of players’ registrations||4,818||5,624|
|Net finance costs||(12,387)||(19,335)|
|Profit/(loss) for the period from continuing operations||20,468||(4,970)|