Cessation of listing on AIM & move to new Exchange

RNS Number : 3529J

Rangers Int. Football Club PLC

02 April 2015

2 April 2015

Rangers International Football Club plc

("Rangers", "The Group" or the "Company")

Cessation of listing on AIM and transition to a new Exchange

On 4 March 2015 the Company announced the suspension of trading on AIM following the resignation of its Nominated Adviser ("Nomad"), WH Ireland. The resignation was unexpected, as WH Ireland had previously indicated that it would assist the Company in effecting a smooth handover ‎to a new Nomad following the General Meeting on 6 March.

During the course of the last month, the new Board of Directors has been working hard, to a tight timescale, with a prospective new Nomad to complete an appointment.

Unfortunately, it has become apparent that this will not be possible.

There are two aspects to the due diligence that Nomads have to carry out before they accept appointment. Firstly, they have to be satisfied with the "fit and proper" status of the Board of Directors of the Company seeking to make the appointment. Secondly, they have to be satisfied that there are no reputational and / or historical issues with the profile and nature of the Company seeking to appoint which might adversely impact on the Nomad.

The prospective Nomad completed its checks on the "fit and proper" status of the existing and the proposed additional director of the Company and confirmed to the Company that it was satisfied on both fronts.

It then carried out its own assessment of the Company's profile over the last several years and the issues which had been encountered. We understand this process involved discussions with the Exchange. We were advised that, following this process, the prospective Nomad was unable to take up appointment. We also understand that any alternative Nomad is liable to encounter similar difficulties and therefore the Company requires to terminate its listing on AIM. This is no reflection on the current Board or on the financial condition or prospects of the Company. It is simply the result of the well documented failings in corporate governance and management of those who previously controlled the Company. The Company understands that this resulted in AIM receiving more complaints about the Company than any other company on its Exchange over the last year. We appreciate and understand the difficulties this presented for AIM.

It is expected that cessation of the listing of the Company's shares on AIM will become effective from opening of business on 7 April 2015.

The Company would wish to advise shareholders of the effect of the withdrawal of its listing on AIM ("delisting")

There is no reason why delisting should adversely impact on the value of the Company's shares or on the Company's financial condition or prospects.

Indeed, we set out below a number of reasons why delisting may improve the Company's financial performance, delivering additional value to Shareholders. Nor does the cessation of listing on AIM prevent shareholders transferring shares to each other privately. What it does effect is the ability of shareholders to transfer shares on a public platform.

Accordingly the Directors of the Company are in discussions designed to secure an alternative trading facility for the Company's shareholders. One option would be for the Company to list its shares on ISDX. ISDX is the successor to the Plus platform (where The Rangers Football Club plc's shares were traded in the past) and offers a quotes driven market for shares. The shares of Arsenal are listed on ISDX. The discussions are proceeding positively and both of the platforms with which the Company is in discussion have indicated that they are keen to see the Company admitted.

The Board is in the process of evaluating the merits of each platform and anticipates reaching a decision and commencing arrangements for a listing over the next few weeks. Both of these platforms will allow shareholders to trade their Ordinary Shares in a transparent manner.

Until a listing on one of these platforms can be achieved, the Company has put in place arrangements to allow shareholders access to a matched bargain trading facility with JP Jenkins. JP Jenkins was a founding member of the AIM and Ofex markets. JP Jenkins already has a football connection, as Millwall's shares are traded through their facility. Further information on the JP Jenkins service is set out below.

We recognise that a number of shareholders value the benefits of an AIM listing. That is why the Board put so much effort into the appointment of a new Nomad. We regret that, because of the past actions of those with control of the Company, this has not been possible but would hope that the vast majority of shareholders will have their requirements satisfied by the trading platforms that the Company will offer.

We also believe that there are significant benefits to the Company of not being listed on AIM.

These include:

· The removal of the disproportionate amount of senior management time spent on maintaining the listing.

· the saving of significant professional fees associated with the Admission (legal, accounting, LSE and nominated adviser)

Crucially, it is the Board's view that the Company's future capital requirements can be met by shareholders who are not concerned about the absence of an AIM listing‎.‎

Upon the delisting the Board will ensure that the highest levels of corporate governance are maintained. It will also ensure that the Company's CREST facility continues.

The Board will update shareholders regularly in the press and on the Company's website at www.rangersinternationalfootballclub.com on arrangements for the transition to a new Exchange.

JP Jenkins

The Company is pleased to announce that, in order to allow the trading of ordinary shares in Rangers after delisting, the Company has appointed JP Jenkins to provide a matched bargain dealing facility.

JP Jenkins is a trading division of Peterhouse Corporate Finance Limited, which is authorised and Regulated by the Financial Conduct Authority, a Member of the London Stock Exchange and an ISDX Growth Market Corporate Adviser and a GXG Adviser.

Shareholders who wish to buy or sell ordinary shares in the Company through JP Jenkins must do so via a stockbroker; JP Jenkins is unable to deal directly with members of the public.

Further information about the matched bargain dealing facility, including indicated prices and a history of transactions, will be available on the J P Jenkins website which is located at www.jpjenkins.ltd.uk

Ends

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