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Manchester United plc
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=== 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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