Man Utd's bullishness masks uncertainty Even by the standards of the sales language beloved of companies pushing their wares in flotation prospectuses, Manchester United's self-description is bullish, bordering on arrogant. "We are one of the most popular and successful sports teams in the world, playing one of the most popular spectator sports on Earth," the club says in its prospectus summary. You need JavaScript active on your browser in order to see this video. Yet across the 143-page document published on Tuesday night (plus an 84-page index of financial statements), there is a curious lack of confidence about the New York listing the club's owners, the US-based Glazer family, are striving to achieve. That uncertainty is reflected in the 21 pages of risk factors, which covers everything from natural disasters to the idea that the club's popularity, and indeed the popularity of football, may decline. Even the club's triumphalism in May when it declared it had 659m "followers" around the world, a number extrapolated from an internet-based survey, is tempered by the prospectus. Part of the uncertainty is reflected in the location of the listing. New York was not the preferred stock exchange for the Glazers to float the company. Hong Kong was the first port of call, then Singapore came into view. But underwriters warned the club about market volatility in Asia and were worried about what they saw as the Glazers" unrealistic expectations of value, and a reshuffle of advisers saw the promotion of Jefferies, a second-tier New York-based investment bank. The public offering, which aims to raise at least $100m, is now parked in a country whose interest in "one of the most popular spectator sports on Earth" remains respectful at best. An Asian listing would have seen the owners exploiting interest in the club from fans in the region. An equivalent push in the US is unlikely to happen. But one of the motivations for listing the shares in the US is to enable the Glazers to use a dual-class share structure, and thereby retain control. The Glazers will retain class B shares, which have 10 times the voting power of the class A shares that are going to market. Daniel Hall of law practice Eversheds said: "The NYSE is perhaps an odd place to list, as football is a minor sport in the US and London would have been the obvious choice. However, on this deal the Glazers keep control of the club with weighted voting B shares. Such dual share structures are extremely rare in the UK and unattractive to UK investors who want to be real owners of the club. But the watered-down share valuation may prove unattractive anyway, as the prospectus admits. Other potential negatives for investors include the decision to incorporate the public company in the Cayman Islands; the Glazers" invoking of US law to classify the business as an "emerging growth company" in order to reduce disclosure requirements; its status as a "controlled company" which avoids having to appoint a raft of independent directors; and the owners" aversion to paying dividends. "If investors are not going to receive regular dividends then the only way they are likely to get a return on their investment is by selling their shares in the future for a higher price, either individually or through a sale of the club," said Karish Andrews of Lewis Silkin's sports group. United's prospectus underlines the commercial success of United - strong revenue growth in the 2010-11 season from sponsorship to a total £54.9m, broadcasting revenues of £117.2m, and a match day take of £110.8m. United says the global sports industry will grow from $119bn last year to $145bn by 2015, and is well placed to be "a key component of this market." But that opportunity is reduced if the club cannot compete on the pitch. Fans hostile to the way the Glazers saddled the club with debt take some grim satisfaction from the owners" intention of using net proceeds to reduce its gross indebtedness, which stands at £423m. The assumption is that the Glazers will use a healthier balance sheet as the basis for greater investment in players than has been possible in recent years, thanks to the crippling cost of servicing the debt. "After seven years of the club denying the debt burden was a problem, we are now witnessing the huge volte face of an IPO specifically for the purpose of reducing the amount of debt," said Andy Green, a United blogger. The great shame is that more than £500m has been wasted on interest and fees over the last seven years.