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MANCHESTER UNITED PLC filed this SC 13D/A on 12/19/24

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Manchester United plc (Form: SC 13D/A, Received: 12/19/2024 06:02:13)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Manchester United plc

(Name of Issuer)

Class A Ordinary Shares, Par Value $0.0005 Per Share

(Title of Class of Securities)

G5784H106

(CUSIP Number)

c/o Manchester United plc
Old Trafford,
Manchester, X0, M16 0RA
44-0-16-1868-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/18/2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D/A

CUSIP No.

G5784H106

1	Name of reporting person INEOS Limited
2	Check the appropriate box if a member of a Group (See Instructions) ☐ (a) ☐ (b)
3	SEC use only
4	Source of funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or place of organization ISLE OF MAN
Number of Shares Beneficially Owned by Each Reporting Person With:	7 Sole Voting Power: 0.00 8 Shared Voting Power: 49,880,646.00 9 Sole Dispositive Power: 0.00 10 Shared Dispositive Power: 49,880,646.00
11	Aggregate amount beneficially owned by each reporting person 49,880,646.00
12	Check if the aggregate amount in Row (11) excludes certain shares (See Instructions) ☐
13	Percent of class represented by amount in Row (11) 56.23 %
14	Type of Reporting Person (See Instructions) CO

SCHEDULE 13D/A

CUSIP No.

G5784H106

1	Name of reporting person James A. Ratcliffe
2	Check the appropriate box if a member of a Group (See Instructions) ☐ (a) ☐ (b)
3	SEC use only
4	Source of funds (See Instructions)
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or place of organization UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:	7 Sole Voting Power: 0.00 8 Shared Voting Power: 0.00 9 Sole Dispositive Power: 0.00 10 Shared Dispositive Power: 0.00
11	Aggregate amount beneficially owned by each reporting person 0.00
12	Check if the aggregate amount in Row (11) excludes certain shares (See Instructions) ☐
13	Percent of class represented by amount in Row (11) 0 %
14	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D/A

CUSIP No.

G5784H106

1	Name of reporting person Trawlers Ltd
2	Check the appropriate box if a member of a Group (See Instructions) ☐ (a) ☐ (b)
3	SEC use only
4	Source of funds (See Instructions)
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or place of organization ISLE OF MAN
Number of Shares Beneficially Owned by Each Reporting Person With:	7 Sole Voting Power: 0.00 8 Shared Voting Power: 0.00 9 Sole Dispositive Power: 0.00 10 Shared Dispositive Power: 0.00
11	Aggregate amount beneficially owned by each reporting person 0.00
12	Check if the aggregate amount in Row (11) excludes certain shares (See Instructions) ☐
13	Percent of class represented by amount in Row (11) 0 %
14	Type of Reporting Person (See Instructions) CO

SCHEDULE 13D/A

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, Par Value $0.0005 Per Share
(b)	Name of Issuer: Manchester United plc
(c)	Address of Issuer's Principal Executive Offices: c/o Manchester United plc, Old Trafford, Manchester, UNITED KINGDOM , M16 0RA.
Item 1 Comment: Introductory Note This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D ("Original Schedule 13D") filed on February 21, 2024 by James A. Ratcliffe, a natural person, and Trawlers Limited ("Trawlers"), a company limited by shares incorporated under the laws of the Isle of Man and wholly owned by James A. Ratcliffe. This Amendment No. 1 is being jointly filed by James A. Ratcliffe, Trawlers and INEOS Limited, a company limited by shares incorporated under the laws of the Isle of Man ("INEOS" and together with James A. Ratcliffe and Trawlers, the "Reporting Persons") with respect to the Class A ordinary shares, par value $0.0005 per share ("Class A ordinary shares") of Manchester United plc, a Cayman Islands company (the "Issuer"), whose principal executive offices are located at Sir Matt Busby Way, Old Trafford, Manchester, England, M16 0RA. This Amendment No. 1 is being filed by the Reporting Persons pursuant to their joint filing agreement (the "Joint Filing Statement") filed as Exhibit I to this Amendment No. 1. As reported on the Original Schedule 13D, on December 24, 2023, Trawlers, James A. Ratcliffe, the Issuer and the holders of the Issuer's Class B ordinary shares, par value $0.0005 per share (collectively, the "Class B ordinary shares" and together with the Class A ordinary shares, the "Ordinary Shares") entered into that certain agreement (the "Transaction Agreement"). The Transaction Agreement provided that, among other things, and on the terms and subject to the conditions of the Transaction Agreement, Trawlers will, on or prior to December 31, 2024, or such earlier date following the Closing (as defined in the Transaction Agreement) as Trawlers may notify the Issuer in writing on no less than ten (10) business days' written notice, subscribe for the number of Class A ordinary shares and Class B ordinary shares as set forth in the Transaction Agreement for an aggregate subscription price of $100 million (the "Subsequent Subscription"). The Transaction Agreement provided that Trawlers has the right to assign any and all of its rights or obligations provided by the Transaction Agreement to one of its affiliates. On December 18, 2024, Trawlers entered into that certain assignment and assumption agreement with INEOS (the "Assignment Agreement"), in which Trawlers assigned all its right and obligations under the Transaction Agreement, including the obligation to make the Subsequent Subscription, to INEOS. A copy of the Assignment Agreement is filed as Exhibit J hereto, and is incorporated herein by reference. Subsequently on December 18, 2024, INEOS pursuant to its right to the Subsequent Subscription, using cash on hand, subscribed for 983,449.531 Class A ordinary shares and 2,046,853.499 Class B ordinary shares (as set forth in the Transaction Agreement) for an aggregate subscription price of $100 million. Additionally, on December 18, 2024, Trawlers transferred its Ordinary Shares to INEOS for consideration of $1,546,061,321 (the "Transfer") pursuant to the Transfer Agreement, dated December 18, 2024, by and between INEOS and Trawlers (the "Transfer Agreement"). A copy of the Transfer Agreement is filed as Exhibit K hereto, and is incorporated herein by reference. As a result of the Transfer, Trawlers ceased to be the record and beneficial owner of the shares and INEOS, which is owned by Chairman James A. Ratcliffe and co-owners Andy Currie and John Reece (who collectively have voting and investment power over the Ordinary Shares held by INEOS), became the sole record and beneficial owner of the Class A ordinary shares. This Amendment No. 1 is being filed to reflect the Subsequent Subscription and the Transfer. Following these transactions, INEOS will beneficially own 49,880,646.03 Class A ordinary shares.
Item 2.	Identity and Background
(a)	Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows: This statement is being filed pursuant to Rule 13d-1 under the Act by the Reporting Persons. James A. Ratcliffe is a citizen of the United Kingdom and is the CEO and Chairman of INEOS and a Director of INEOS. The business address of James A. Ratcliffe at INEOS is set forth on Schedule I to the Offer to Purchase, dated January 17, 2024 (as amended or supplemented, the "Offer to Purchase") and filed by James A. Ratcliffe and Trawlers on the Tender Offer Statement to Schedule TO with the SEC on January 17, 2024 (together with the exhibits thereto, as amended or supplemented, the "Schedule TO") and is incorporated by reference as Exhibit C herein. The address of the principal business and principal office of INEOS is Hawkslease, Chapel Lane, Lyndhurst, Hampshire, SO43 7FG, United Kingdom. INEOS, together with its subsidiaries and affiliates, is a global manufacturer of petrochemicals, specialty chemicals and other products derived from crude oil and natural gas and a developer of ancillary technologies. INEOS also operates an energy, oil and gas exploration, production and transportation business, has consumer operations in the automotive, fashion and hygiene sectors and manages a portfolio of interests in professional sports teams. The address of the principal business and the principal office of Trawlers is Fort Anne, Douglas, IM1 5PD, Isle of Man. Trawlers was organized in connection with acquiring and holding the Ordinary Shares. The name, citizenship, business address, present occupation or employment, and the name and address of any corporation or organization in which such employment is conducted of each of the directors and executive officers of INEOS (excluding James A. Ratcliffe) and each of the directors and executive officers of Trawlers (such directors and executive officers, collectively, the "Listed Persons"), are set forth on Exhibit L hereto and incorporated by reference herein.
(b)	See Item 2(a).
(c)	See Item 2(a).
(d)	During the last five years, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the Listed Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	See Item 2(d).
(f)	See Row 6 of the cover page of each Reporting Person.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Original Schedule 13D is hereby supplementally amended as follows: The information contained in the Introductory Note is incorporated herein by reference.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby supplementally amended as follows: The Transfer was consummated to change the structure through which the Ordinary Shares are held and to consolidate the Issuer's shares with INEOS' other sports investments. INEOS holds the Ordinary Shares for the same purposes, and with the same plans or proposals, that are set forth for James A. Ratcliffe and Trawlers in Item 4 of the Original Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows: The information contained in Annex A attached herewith is incorporated herein by reference.
(b)	The information contained in Annex A attached herewith is incorporated herein by reference.
(c)	None of the Reporting Persons, or to the Reporting Persons' knowledge, none of the Listed Persons, has effected any transactions in Class A ordinary shares in the past 60 days, other than the those described in the Introductory Note.
(d)	None.
(e)	As a result of the Transfer, Trawlers ceased to be the record owner of the shares and INEOS, which is owned by Chairman James A. Ratcliffe and co-owners Andy Currie and John Reece, became the sole record and beneficial owner of the Class A ordinary shares. Due to the ownership arrangements of INEOS, for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, only INEOS and not James. A Ratcliffe is a beneficial owner of the Class A ordinary shares. As such, the filing of this Amendment No. 1 constitutes an exit filing for Trawlers and James A. Ratcliffe, notwithstanding James A. Ratcliffe's ownership position in INEOS.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Original Schedule 13D is hereby supplementally amended as follows: The information contained in the Introductory Note is incorporated herein by reference, including (i) the description of the Assignment Agreement, entered into on December 18, 2024, by and between INEOS and Trawlers and (ii) the description of the Transfer Agreement, entered into on December 18, 2024, by and between INEOS and Trawlers. The description of the Assignment Agreement is qualified in its entirety by the full text of the Assignment Agreement, attached hereto as Exhibit J, and is incorporated herein by reference. Additionally, the description of the Transfer Agreement is qualified in its entirety by the full text of the Transfer Agreement, attached hereto as Exhibit K, and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Original Schedule 13D is hereby supplementally amended by adding the following exhibits as follows: Annex A* Number of Shares Exhibit I* Joint Filing Agreement, dated December 18, 2024, by and among the Reporting Persons. Exhibit J* Assignment Agreement, dated as of December 18, 2024, by and between INEOS and Trawlers. Exhibit K* Transfer Agreement, dated as of December 18, 2024, by and between INEOS and Trawlers. Exhibit L* Directors and Executive Officers of Trawlers and INEOS. * Filed herewith.

SIGNATURE
	After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

INEOS Limited

	Signature:	/s/ Simon Morland
	Name/Title:	Officer
	Date:	12/18/2024

James A. Ratcliffe

	Signature:	/s/ Jonathan Ginns
	Name/Title:	Jonathan Ginns
	Date:	12/18/2024

Trawlers Ltd

	Signature:	/s/ Tim Shepherd
	Name/Title:	Officer
	Date:	12/18/2024

Comments accompanying signature: The Power of Attorney, executed by James A. Ratcliffe authorizing the signatory to sign and file this Schedule 13D on James A. Ratcliffe's behalf, filed as Exhibit B to the Original Schedule 13D.

ANNEX A

The following sets forth, as of the date of this Schedule 13D, the aggregate number and percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons, as well as the number of Class A ordinary shares as to which each Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of as of the date hereof.

Reporting Person	Amount beneficially owned⁽¹⁾			Percent of class⁽²⁾			Sole power to vote or direct the vote		Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition of		Shared power to dispose or to direct the disposition of
INEOS		49,880,646			56.23	%		0		49,880,646		0		49,880,646
James A. Ratcliffe		0	(3)		0			0		0		0		0
Trawlers		0			0			0		0		0		0

(1)

INEOS is the record holder of 33,692,463 Class B ordinary shares, which are convertible on a one-for-one basis into Class A ordinary shares at any time at the option of the holder.

(2)

Based on 55,016,448 Class A ordinary shares outstanding as of the close of business on August 16, 2024, and assumes conversion of the Class B ordinary shares held by the Reporting Persons.

(3)

James A. Ratcliffe, Andy Currie and John Reece collectively have voting and investment power over the Ordinary Shares held by INEOS. James A. Ratcliffe, Andy Currie and John Reece each disclaim beneficial ownership over the Ordinary Shares held by INEOS and neither the filing of this Amendment No. 1 nor any of its contents shall be deemed to constitute an admission by James A. Ratcliffe, Andy Currie and John Reece that they are the beneficial owners of any of the Class A ordinary shares referred to herein for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

EXHIBIT I

Joint Filing AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D with respect to the Class A ordinary shares of Manchester United plc beneficially owned by each of them. This Joint Filing Agreement shall be included as an Exhibit to such Amendment No. 1.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 18th day of December, 2024.

	INEOS LIMITED

	By:	/s/ Simon Morland
		Name: Simon Morland
		Title: Officer

	JAMES A. RATCLIFFE

	By:	/s/ Jonathan Ginns**

	TRAWLERS LIMITED

	By:	/s/ Tim Shepherd
		Name: Tim Shepherd
		Title: Officer

** The Power of Attorney, executed by James A. Ratcliffe authorizing the signatory to sign and file Amendment No.1 on James A. Ratcliffe’s behalf, filed as Exhibit B to the Original Schedule 13D.

EXHIBIT J

ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) dated as of December 18, 2024 between Trawlers Limited, a company limited by shares incorporated under the laws of the Isle of Man with company number 021222V (“Assignor”) and INEOS Limited, a company limited by shares incorporated under the laws of the Isle of Man with company number 013377V (“Assignee”). Each capitalized term used but not defined herein has the meaning ascribed to it in the Transaction Agreement (as defined below).

RECITALS

WHEREAS, Assignor and Manchester United plc, an exempted company with limited liability incorporated under the Law of the Cayman Islands with company number 268512 (the “Company”) are parties, among other persons, to that certain Transaction Agreement dated as of December 24, 2023 (the “Transaction Agreement”);

WHEREAS, pursuant to Section 10.06(b) of the Transaction Agreement, Assignor desires to assign all the rights, interests and obligations of Assignor under the Transaction Agreement (including, without limitation, in respect of the Subsequent Share Subscription) to Assignee and Assignee desires to accept the assignment from Assignor and to assume all such rights, interests and obligations, subject to the terms and conditions of the Transaction Agreement; and

WHEREAS, pursuant to a share purchase agreement to be entered into simultaneously with this Agreement, the Assignor has agreed to sell its interest in the Company to the Assignee for the consideration set out therein (the “Transfer”).

NOW, THEREFORE, in consideration of the foregoing promises (including, for the avoidance of doubt, the Transfer), the agreements, covenants and obligations hereinafter contained, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Assignor and Assignee, intending to be legally bound, hereby agree as follows:

1. Effectiveness. This Agreement shall be effective as of the date hereof.

2. Assignment and Assumption. Assignor hereby irrevocably assigns all the rights, interests and obligations of Assignor under the Transaction Agreement (including, without limitation, in respect of the Subsequent Share Subscription). Assignee hereby irrevocably accepts the assignment from Assignor and assumes such rights, interests and obligations, subject to the terms and conditions of the Transaction Agreement.

3. Governing Law. This Agreement (and any claims, disputes, controversies and causes of action or other Proceedings (whether at Law, in contract, in tort or otherwise) arising out of or relating to this Agreement, the Subsequent Share Subscription or the actions of Assignor or Assignee in the negotiation, administration, performance and enforcement thereof) shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without regard to Laws that may be applicable under conflicts of

laws principles that would cause the application of the Laws of any jurisdiction other than the Laws of the State of Delaware.

4. Counterparts. This Agreement may be executed manually or electronically in two or more counterparts, each of which shall be deemed an original, but all of which together shall be considered one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

5. Amendment. This Agreement may be altered, modified or amended only by a written instrument signed by Assignor and Assignee that makes specific reference to this Agreement.

[Signature Pages Follow]

	TRAWLERS LIMITED


	By:	/s/ Tim Shepherd
	Name:	Tim Shepherd
	Title:	Director

[Signature Page to Assignment and Assumption Agreement]

	INEOS LIMITED


	By:	/s/ Simon Morland
	Name:	Simon Morland
	Title:	Officer

[Signature Page to Assignment and Assumption Agreement]

EXHIBIT K

DATED 18 DECEMBER 2024

TRAWLERS LIMITED

and

INEOS LIMITED

________________________________________

SHARE PURCHASE AGREEMENT
relating to the sale and purchase of shares in
MANCHESTER UNITED PLC
________________________________________

Slaughter and May
One Bunhill Row
London EC1Y 8YY
(ADJ/DJUM/DXQP)
588024820

CONTENTS

1.	Interpretation	1

2.	Sale and purchase	2

3.	Consideration	2

4.	Completion	2

5.	Seller’s warranties	3

6.	Further assurance	3

7.	Entire agreement	3

8.	Assignment	4

9.	Variation	4

10.	Counterparts	4

11.	Contracts (Rights of Third Parties) Act 1999	4

12.	Governing law and jurisdiction	4

THIS AGREEMENT is made on 18 December 2024

BETWEEN:

TRAWLERS LIMITED, a company limited by shares incorporated under the laws of the Isle of Man with company number 021222V and having its registered office at Fort Anne, Douglas, IM1 5PD, Isle of Man (the “Seller”); and

INEOS LIMITED, a company limited by shares incorporated under the laws of the Isle of Man with company number 013377V and having its registered office at First Names House, Victoria Road, Douglas, IM2 4DF, Isle of Man (the “Purchaser”).

WHEREAS:

The Seller is owned by Sir James Arthur Ratcliffe, and the Purchaser is owned by Sir James Arthur Ratcliffe (who holds 62% of its issued share capital), Andrew Currie (who holds 19% of its issued share capital) and John Reece (who holds 19% of its issued share capital).

The Seller has agreed to sell and the Purchaser has agreed to purchase the Shares (as defined in this Agreement) on the terms and subject to the conditions of this Agreement.

WHEREBY IT IS AGREED as follows:

Interpretation

1.1

In this Agreement:

	“Company”	means Manchester United plc, an exempted company with limited liability incorporated under the law of the Cayman Islands, with company number 268512;

	“Completion”	means completion of the sale and purchase of the Shares under and in accordance with this Agreement;

	“Encumbrance”	means any mortgage, charge (fixed or floating), pledge, lien, option, hypothecation, right to acquire, right of pre-emption, deposit by way of security, assignment by way of security or trust arrangement for the purpose of providing security, any other third party right or claim or any other form of security interest, encumbrance or equity of any kind;

	“Shares”	means 15,204,733.062 Class A ordinary shares and 31,645,609.998 Class B ordinary shares, in each case at $0.0005 par value per share, in the capital of the Company, representing c.27.67% of the Company’s issued share capital and the Seller’s entire holding and interest in the Company.

1.2

In this Agreement, unless otherwise specified:

(A)

references to clauses and sub-clauses are to clauses and sub-clauses of this Agreement;

(B)

a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted; and

(C)

headings to clauses are for convenience only and do not affect the interpretation of this Agreement.

Sale and purchase

2.1

Subject to the terms and conditions of this Agreement, the Seller shall sell, and the Purchaser shall purchase, the Shares free from all Encumbrances and together with all rights attached or accruing to them as at Completion.

2.2

For the avoidance of doubt, Part 1 of the Law of Property (Miscellaneous Provisions) Act 1994 shall not apply for the purposes of this clause.

Consideration

In consideration for the sale of the Shares the Purchaser shall pay $1,546,061,321 to the Seller, which shall be left outstanding as a debt owed by the Purchaser to the Seller from Completion (“Consideration”).

Completion

4.1

Completion shall take place immediately upon execution of this Agreement.

4.2

Prior to Completion, the Seller shall procure that a board meeting of the Company is held at which it shall be resolved that the transfer of the Shares that will take effect as at Completion shall be approved for registration and (subject only to the transfer being duly stamped) that the Purchaser will be registered as the holder of all of the Shares in the register of members of the Company.

4.3

At Completion:

(A)

the Seller shall deliver to the Purchaser:

(i)

a duly executed stock transfer form in respect of all of the Shares in favour of the Purchaser; and

(ii)

such waivers or consents as the Purchaser may require to enable the Purchaser to be registered as holders of the Shares; and

(B)

from receipt of the duly executed stock transfer form referred to in sub-clause 4.3(A)(i) the Consideration shall be left outstanding as a debt owed by the Purchaser to the Seller.

Seller’s warranties

5.1

The Seller warrants to the Purchaser in the following terms:

(A)

The Seller is the sole legal and beneficial owner of the Shares.

(B)

The Seller has the requisite power, capacity and authority to enter into and perform this Agreement.

(C)

There is no Encumbrance on, over or affecting the Shares or any of them and there is no agreement or commitment to give or create any and no claim has been made by any person to be entitled to any.

Further assurance

Each party shall from time to time, on being required to do so by the other party, do or procure the carrying out of all such acts and/or execute or procure the execution of all such documents as the other may reasonably consider necessary for giving full effect to this Agreement.

Entire agreement

7.1

This Agreement and any other documents referred to in this Agreement (the “Share Purchase Documents”) constitute the whole and only agreement between the parties relating to the sale and purchase of the Shares. Except in the case of fraud, each party acknowledges that, in entering into the Share Purchase Documents, it is not relying upon any pre-contractual statement which is not repeated in the Share Purchase Documents.

7.2

Except in the case of fraud, no party shall have any right of action against any other party to this Agreement arising out of or in connection with any pre-contractual statement except to the extent that it is repeated in the Share Purchase Documents.

7.3

For the purposes of this clause, “pre-contractual statement” means any draft, agreement, undertaking, representation, warranty, promise, assurance or arrangement of any nature whatsoever, whether or not in writing, relating to the subject matter of the Share Purchase Documents made or given by any person at any time prior to this Agreement becoming legally binding.

Assignment

Either party may at any time assign all or any part of the benefit of, or its rights or benefits under, this Agreement.

Variation

No variation to or waiver under this Agreement shall be effective unless made in writing and signed by or on behalf of each party.

10.

Counterparts

10.1

This agreement may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart.

10.2

Each counterpart shall constitute an original of this agreement, but all the counterparts shall together constitute but one and the same instrument.

11.

Contracts (Rights of Third Parties) Act 1999

The parties to this Agreement do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Agreement.

12.

Governing law and jurisdiction

12.1

This Agreement is to be governed by and construed in accordance with English law. Any matter, claim or dispute arising out of or in connection with this agreement, whether contractual or non-contractual, is to be governed by and determined in accordance with English law.

12.2

Each party irrevocably submits and agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement, its subject matter or its formation (including non-contractual disputes or claims).

This Agreement has been entered into on the date stated at the beginning of this Agreement.

Seller

Signed by	Tim Shepherd
for and on behalf of		/s/ Tim Shepherd
TRAWLERS LIMITED		(Signature of named signatory)

[Signature page to share purchase agreement]

Purchaser

Signed by	Simon Morland
for and on behalf of		/s/ Simon Morland
INEOS LIMITED		(Signature of named signatory)

[Signature page to share purchase agreement]

EXHIBIT L

Directors and Executive Officers of Trawlers and INEOS

Directors and Executive Officers of Trawlers. The following table sets forth the name, citizenship, business address and present occupation or employment for each director and each executive officer of Trawlers.

Name	Citizenship	Present Principal Occupation or Employment
Graeme Leask	UK	CFO of INEOS

Simon Morland	UK	Director of INEOS and Family Office Manager for INEOS

George Ratcliffe	UK	Commercial Director of INEOS Automotive

Tristan Head	UK	Director and joint corporate and commercial head of Cains Advocates Limited (“Cains”)

Timothy Shepherd	UK	Managing director and joint corporate and commercial head of Cains

The principal business address for each of Mr. Leask, Mr. Morland and Mr. Ratcliffe at INEOS is as follows: Hawkslease, Chapel Lane, Lyndhurst, Hampshire, SO43 7FG, United Kingdom.

The principal business address for each of Mr. Head and Mr. Shepherd is as follows: Fort Anne, Douglas, IM1 5PD, Isle of Man.

Directors and Executive Officers of INEOS⁽¹⁾. The following table sets the name, citizenship, business address and present occupation or employment for each director and each executive officer of for each director and each executive officer of INEOS.

Name	Citizenship	Present Principal Occupation or Employment
James A. Ratcliffe	UK	CEO and Chairman of INEOS

Andrew Currie	UK	Director of INEOS

John Reece	UK	Finance Director of INEOS

Jonathan Ginns	UK	Head of Mergers & Acquisitions for INEOS

Simon Morland	UK	Director of INEOS and Family Office Manager for INEOS

(1)

James A. Ratcliffe is a citizen of the United Kingdom and is the CEO and Chairman of INEOS and a Director of INEOS. The business address of James A. Ratcliffe at INEOS is set forth on Schedule I to the Offer to Purchase and is incorporated by reference as Exhibit C herein.

The principal business address for each of Mr. Currie, Mr. Reece, Mr. Ginns and Mr. Morland at INEOS is as follows: Hawkslease, Chapel Lane, Lyndhurst, Hampshire, SO43 7FG, United Kingdom.