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Old 25th May 2005, 16:06   #1
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Join Date: Mar 2003
Location: Cornwall
Posts: 130,989
Arrow Public Rally; Final share purchase; Message from Board

Dear SU Member

This is a long email but please take a minute to read it as it contains important information relating to the future of Manchester United and also your shareholding.


Public Rally Bank Holiday Monday May 30th Manchester Apollo Theatre Ardwick Green kick off 3pm

We'll Never Die!
Fight Glazer's Occupation of Manchester United: The Independent Manchester United Supporters Association, Shareholders United and the fanzines Red Issue, Red News and United We Stand are calling all United fans to a public rally this coming Bank Holiday Monday May 30th at 3pm in the Apollo Theatre Ardwick Manchester.
Glazer's offer document reveals that his borrowings are even worse than we feared, he has borrowed over 900 million to acquire his shares in United, the interest alone is in excess of 80 million pounds a year with heavy penalties if he does not keep to his repayment schedule. By comparison United's profits before tax last year were just 27 million! His failure is inevitable - its just a matter of how long it takes and how much damage he does to our club before we get him out.

Glazer has made no attempt to appeal to fans nor has he outlined his future plans because he has nothing to say, he is just hoping that we will all meekly accept that he has won and give in - we need to demonstrate that Manchester United never gives in - United have faced darker times and survived and we will survive this threat too if all those who care for the club rally to the cause.

Sponsors and commercial partners are sensitive to protests and boycotts.
Vodafone are already reviewing their partnership with a Glazer owned United after thousands of contracts were cancelled. We must redouble our efforts with each of his commercial partners, with Glazer's finance on a knife edge the action so far has shown that every little really does help.
Glazer cannot afford to carry the debt himself he would lose everything if he fails to take the club private and quickly shift the debt onto Manchester United - if we act now we can still stop him. Failure to act will see him financially cripple the club for years to come.
The 700 fans that packed into last week's meeting in Manchester called on the plc Board to refuse to collaborate in Glazer's destruction of the club and resign. To secure the club's long term future we must make the club ungovernable now and each day that he is in situ.
Football is attractive to people like Glazer because it is a cash business he is not interested in history or tradition he can only win if those who care stand by and let him
A plan of action was adopted at the meeting last week further proposals
will be put forward at Monday's meeting including a proposal to send Nike
gear back to from whence it came, don't leave the fight to someone else
this is our club not Glazer's he may have bought the business but he will
never buy the club.
Get everyone you know along to the Apollo on Monday May 30th kick off 3pm the fight goes on.
We intend to have a skip outside for people who would like to dump their Nike gear in it and we hope to have arranged with a charity to make good use of it. Otherwise it is likely to be sent to Nike's UK headquarters.

We are about to make our last share purchase through the Shareholders United Share Scheme. However we want members to continue to invest as we make the transition to the 'MUFC Phoenix Fund' so please do not assume you need to cancel your standing orders (if you have one). On the contrary we want to encourage more people to set-up standing orders (UK Banks) to make regular investments which will be transferred to your Phoenix Fund account once it is established. More details will follow but please be assured that any money invested into the fund will remain yours, earning a good rate of interest once the new account is established, and you will be able to withdraw it if you need to. Obviously we hope that you will not and that we can also attract as much as possible of the 140 million pounds that would result from sale of the 18% of shares held by supporters, so that we are in
a position to buy a sizeable chunk of MUFC if and when Glazer's Red Football Corporation meets its demise.

Those members who are private shareholders (shares bought outside of SU Share Scheme) will have received the Glazer offer document by now. SU has received the Offer Document as nominee and 'legal' owner of all shares in the SU Share Scheme (SUSS) - members who hold shares only through SUSS will not get a separate Offer Document. A copy of the Offer Document will be available for members on the website.
We have not yet heard from the MU Board, but we expect them now to recommend remaining shareholders to accept the offer, as Glazer has control anyway and it would be reckless financial advice to do otherwise.
Please do not panic, or do anything until you formally hear from us - we are in the process of putting together a letter to members as well as a letter to all small shareholders, a time-consuming and complex exercise as you can imagine. We hope to get these letters out this week.
We are always mindful that we have to act responsibly, within the law and in accordance with our Constitution in respect of our members and their shares. But ultimately, it will be your own decision as to what you each do with your shares, with guidance from us on your options.
You should also be aware that the reports in the newspapers about the 3-week deadline for selling to Glazer or risk being left with worthless shares are, as usual, incomplete and inaccurate.

This is the definitive legal position.
(1) The initial period for acceptances of the offer does expire at 3.00pm on 13 June, the minimum offer period of 3 weeks allowed by law.

(2) If Glazer gets to 90% acceptances of his Offer, that is shareholders holding a total of 90%+1 of the share capital have agreed to his offer by 13 June, then he is legally bound to extend his offer to all remaining shareholders for at least another 3 months, at the same price of 3.00.

(3) If at any time Glazer gets acceptances from shareholders comprising 97.8% or more of the share capital, he then has the right (but not the obligation) to compulsorily buy out the remaining shares at the same price of 3.00.

(4) Those who accept by 13 June will within 14 days get cheques posted to them for their sale proceeds.

To summarise:
. if Glazer does get past 90% by 13 June, as most experts expect him to do, you/we will get a further min. 3 months to decide what to do.
. if he does not get to 90%, he may choose not to extend the offer to save himself 80+ million of borrowings, and those remaining shares are then locked in and will effectively become financially worthless (no dividend, no liquid market exit etc) with symbolic 'resistance' value only. [It looks from the Offer Document that he is hoping not to have to buy everyone out, because this significantly reduces his debt - this should be a significant factor in your decision.]
. on the other hand, if he does not get to 90% there would be 10%+ of shareholders who can potentially be organised for resistance in all the ways we have been looking at (legal challenges etc - we are still reviewing options in this regard).

But to repeat we have to be mindful of people's different interests as well
as their emotions, so we will be trying to be dispassionate and logical about everything we do and say.

As you know, SU is preparing for the establishment of the 'Phoenix Fund', a buyback war chest which can be used in future to get our shares back if and
when Glazer fails. We cannot give financial advice to members or small shareholders about what to do with their shares or their money if they sell, but we are moving towards saying to members that the Board and the Committee who hold private shares and who have shares in SUSS will be taking Glazer's money and putting it into the Fund. In accordance with our aims and objectives, this seems to many of us the best way to continue to keep SU together, to give our members a realistic hope and a dream that we will one day get our club back. Remember the history spirit of United - Sir Matt resurrected the club from the ashes of Munich, we can reclaim our
club from the ashes of the Glazer takeover. The Phoenix Fund gives us the springboard to do just that, but only if we stay united.

Last edited by TanyaT; 25th May 2005 at 16:20.
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