English Premier League football club Manchester United has received permission from the Singapore Exchange for a planned $1 billion listing in a deal that would include non-voting preference shares, two sources with knowledge of the deal said on Friday.
The IPO would include stapled securities that bundle with ordinary and preferential shares, one of the sources said, consistent with expectations the club would issue more than one tier of stock to ensure the Glazer family that owns the club retains control.
By combining ordinary and preferential shares into a single security, Manchester United would effectively create a category of shares with lower voting rights, but higher dividends.
The two-tier system has drawn criticism from investors and fans alike.
The football club wants to raise cash to help cut almost $500 million in debt. Its choice of Singapore was aimed at expanding the club's huge Asian fan base as well as tapping the region's stronger growth and investment climate.
"The main issue now is the financial position of the company and they would have to convince potential investors that it's not going to be an issue going forward given that the global outlook is a little bit slower," said Lorraine Tan, director of Asia equity research at S&P Capital IQ, a unit of Standard & Poor's.
"Investor interest is always going to be a question of valuation, but they are a big enough brand name, so I think they are not going to be heavily discounted like an unknown company."
Many of the club's estimated 333 million global fans are sceptical of the Glazers who bought the club in 2005.
Duncan Drasdo, chief executive of Manchester United Supporters Trust, recently told Reuters that the degree of control by one majority shareholder has to be a concern for minority investors seeking a decent return.
Singapore scores a coup
The Red Devils, a nickname given to the club by its fans, have spent the past few weeks courting Asia's major institutional and sovereign investors including Singapore state investor Temasek , sources told Reuters earlier.
The company has hired Credit Suisse , Morgan Stanley and JP Morgan Chase to manage its IPO, for which premarketing is expected to start in mid-September.
The sources declined to be named because the process is not public.
The listing of one of the world's biggest soccer clubs is seen as a coup for the Singapore Exchange, which competes against Hong Kong for listings.
Lawyers have said it is likely the club will make a significant part of its offering in preference shares, which are shares that carry no voting rights, but get priority over ordinary shares for dividend payments and in the event of liquidation. .
Corporate governance experts have criticised the Singapore Exchange for allowing the planned listing that many see will minimise the influence of new shareholders.
SGX CEO Magnus Bocker defended the exchange's position, saying Singapore's governance structure for companies is ranked among the best in the world.
"Our listing regime does not allow companies, regardless of country of origin or size, to issue (ordinary) shares with different voting rights," he said.