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Manchester United plc
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== Risks == === Risks Related to the Business === The COVID-19 pandemic has had, and may continue to have, a material impact on the company's business, results of operations, financial position and cash flows.<ref name=":1">https://www.sec.gov/Archives/edgar/data/1549107/000110465923035593/manu-20230630x20f.htm#TOC</ref> If the company is unable to maintain and enhance its brand and reputation, particularly in new markets, or if events occur that damage the company's brand and reputation, the company's ability to expand the company's follower base, sponsors, and commercial partners or to sell significant quantities of the company's products may be impaired.<ref name=":1" /> The company's business is dependent upon the company's ability to attract and retain key personnel, including players.<ref name=":1" /> The company is dependent upon the performance and popularity of the company's men’s first team.<ref name=":1" /> It may not be possible to renew or replace key commercial agreements on similar or better terms, or attract new sponsors.<ref name=":1" /> Negotiation, pricing and terms of key media contracts are outside of the company's control and those contracts may change in the future.<ref name=":1" /> European competitions cannot be relied upon as a source of income.<ref name=":1" /> The company's business depends in part on relationships with certain third parties.<ref name=":1" /> The company is exposed to credit related losses in the event of non-performance by counterparties to Premier League and UEFA media contracts as well as the company's key commercial and transfer contracts.<ref name=":1" /> Matchday revenue from the company's supporters is a significant portion of overall revenue.<ref name=":1" /> The markets in which the company operates are highly competitive, both within Europe and internationally, and increased competition could cause the company's profitability to decline.<ref name=":1" /> A cyber-attack on, or disruption to, the company's IT systems or other systems utilized in the company's operations could compromise the company's operations, adversely impact the company's reputation and subject us to liability.<ref name=":1" /> The company is subject to special rules and regulations regarding insolvency and bankruptcy.<ref name=":1" /> Premier League voting rules may allow other clubs to take action contrary to the company's interests.<ref name=":1" /> The company's digital media strategy may not generate the revenue that the company anticipates.<ref name=":1" /> Serious injuries to or losses of playing staff may affect the company's performance, and therefore the company's results of operations and financial condition.<ref name=":1" /> Inability to renew the company's insurance policies could expose us to significant losses.<ref name=":1" /> The company's international expansion and operations in foreign markets expose us to risks associated with international sales and operations.<ref name=":1" /> Fluctuations in exchange rates may adversely affect the company's results of operations.<ref name=":1" /> Failure to adequately protect the company's intellectual property and curb the sale of counterfeit merchandise could injure the company's brand.<ref name=":1" /> The company is subject to governmental regulation and other legal obligations related to privacy, data protection, data security and safeguarding. The company's actual or perceived failure to comply with such obligations could harm the company's business.<ref name=":1" /> Piracy and illegal live streaming may adversely impact the company's Broadcasting revenue.<ref name=":1" /> Changes in consumer viewing habits and the emergence of new content distribution platforms could adversely affect the company's business.<ref name=":1" /> The company's operating results may fluctuate due to seasonality.<ref name=":1" /> The company is subject to tax in multiple jurisdictions, and changes in tax laws (or in the interpretations thereof) in the United States, United Kingdom or in other jurisdictions could have an adverse effect on us.<ref name=":1" /> The company establishes tax provisions, where appropriate, on the basis of amounts expected to be paid to (and recovered from) tax authorities and, as a result, changes in tax laws (or in the interpretations thereof) could have an adverse effect on us.<ref name=":1" /> Business interruptions due to natural disasters, terrorist incidents and other events, such as the COVID-19 pandemic or any other pandemic, epidemic or outbreak of an infectious disease, could adversely affect us and Old Trafford.<ref name=":1" /> The company is subject to risks relating to weather and climate change.<ref name=":1" /> If the company fails to properly manage the company's anticipated growth, the company's business could suffer.<ref name=":1" /> Non-compliance with health and safety legislation could lead to physical harm.<ref name=":1" /> === Risks Related to the Industry === An economic downturn or other adverse economic conditions may harm the company's business.<ref name=":1" /> The departure of the United Kingdom from the European Union may adversely affect the company's operations and financial results.<ref name=":1" /> An increase in the relative size of salaries or transfer costs could adversely affect the company's business.<ref name=":1" /> UEFA, Premier League and FIFA regulations could negatively affect the company's business.<ref name=":1" /> The company could be negatively affected by current and future Premier League, FA, UEFA, FIFA or other regulations.<ref name=":1" /> There could be a decline in the company's popularity or the popularity of football.<ref name=":1" /> === Risk Related to the Company's Indebtedness === The company's indebtedness could adversely affect the company's financial health and competitive position.<ref name=":1" /> To service the company's indebtedness, the company requires cash, and the company's ability to generate cash is subject to many factors beyond the company's control.<ref name=":1" /> The company's indebtedness may restrict the company's ability to pursue the company's business strategies.<ref name=":1" /> The company's variable rate indebtedness subjects us to interest rate risk, which could cause the company's debt service obligations to increase significantly, as well as risks related to the phasing out of LIBOR.<ref name=":1" /> === Risks Related to Ownership of the company's Class A Ordinary Shares === Because of their increased voting rights, the holders of the company's Class B shares will be able to exert control over us and the company's significant corporate decisions.<ref name=":1" /> As a foreign private issuer within the meaning of the New York Stock Exchange’s corporate governance rules, the company is permitted to, and the company does, rely on exemptions from certain of the New York Stock Exchange corporate governance standards and shareholder approval requirements. The company's reliance on such exemptions may afford less protection to holders of the company's Class A ordinary shares.<ref name=":1" /> The obligations associated with being a public company require significant resources and management attention.<ref name=":1" /> We may lose the company's foreign private issuer status in the future, which could result in significant additional costs and expenses.<ref name=":1" /> Anti-takeover provisions in the company's organizational documents and Cayman Islands law may discourage or prevent a change of control, even if an acquisition would be beneficial to the company's shareholders, which could depress the price of the company's Class A ordinary shares and prevent attempts by the company's shareholders to replace or remove the company's current management.<ref name=":1" /> The price of the company's Class A ordinary shares might fluctuate significantly, and you could lose all or part of your investment.<ref name=":1" /> Future sales of the company's Class A ordinary shares, or the perception in the public markets that these sales may occur, may depress the company's stock price.<ref name=":1" /> The company's ability to pay regular dividends is subject to restrictions in the company's revolving facilities, the company's secured term loan facility, the note purchase agreement governing the senior secured notes, results of operations, distributable reserves and solvency requirements; the company's Class A ordinary shares have no guaranteed dividends and holders of the company's Class A ordinary shares have no recourse if dividends are not declared.<ref name=":1" /> The rules of the Premier League and the company's amended and restated memorandum and articles of association impose certain limitations on shareholders’ ability to invest in more than one football club.<ref name=":1" /> Exchange rate fluctuations may adversely affect the foreign exchange value of the Class A ordinary shares and any dividends.<ref name=":1" /> The rights afforded to shareholders are governed by the laws of the Cayman Islands.<ref name=":1" /> The company reports as a US domestic corporation for US federal corporate income tax purposes.<ref name=":1" /> Withholding under the Foreign Account Tax Compliance Act may apply to the company's dividends.<ref name=":1" /> If securities or industry analysts do not publish research or reports or publish unfavourable research about the company's business, the company's stock price and trading volume could decline.<ref name=":1" /> It may be difficult to enforce a US judgment against us, the company's directors and officers and certain experts named in this Annual Report outside the United States, or to assert US securities law claims outside of the United States.<ref name=":1" />
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