Change in Rank Board Recommendation

RNS Number : 3144J

Rank Group PLC

28 June 2011

 

28 June 2011

The Rank Group Plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Change in Rank Board Recommendation

Further to the statement made earlier today regarding the resignations of Ian Burke and Paddy Gallagher, the Board of The Rank Group Plc ("Rank" or the "Group") (the "Board") has considered its position and has sought feedback from a number of shareholders who represent a material proportion of Rank's share capital.

Based on the feedback from these discussions, the Board believes that, as a result of the earlier statement, the probability of sufficient shareholders accepting the offer of 150p per share by Guoco Group Limited ("Guoco Group") (the "Offer") such that the number of Rank shares held in public hands falls below the UK Listing Authority's listing eligibility threshold of a free float of 25 per cent. has materially increased.  As a result the Board believes that risk of a cancellation of Rank shares has increased significantly and, despite the assurances set out by Guoco Group on Friday, 24 June 2011, there is no certainty that Rank will be able to maintain its listing on the London Stock Exchange (the "Listing") following closure of the Offer.

In the event that Rank's Listing is cancelled, Rank shareholders who have not accepted the Offer by its closure will own shares in an unlisted company controlled by Guoco Group and will have no further opportunity to accept the Offer.  In addition, Rank shareholders would no longer be provided the protections available to them under the Listing Rules; the liquidity, marketability and value of Rank shares will be significantly adversely affected, and Rank shareholders' ability to dispose of their Rank shares following closure of the Offer will be materially restricted.

Accordingly, while the Independent Directors of Rank, who have been so advised by Goldman Sachs International, consider the Offer to substantially undervalue Rank, for the reasons stated above they are now recommending that shareholders accept the Offer, as they will now be doing in respect of their own beneficial shareholdings.  In providing advice to the Independent Directors, Goldman Sachs International has taken into account the Independent Directors' commercial assessments.

Enquiries:

The Rank Group Plc

Dan Waugh                   [phone]

Goldman Sachs International

Nick Harper                   [phone]

Financial Dynamics

Ben Foster                    [phone]

The Independent Directors, accept responsibility for the information contained in this document, except that the only responsibility accepted by them in respect of the information contained in this document relating to Guoco Group, its subsidiary undertakings and the directors of Guoco Group and/or any such subsidiary undertakings, which has been compiled from published sources, is to ensure that such information has been correctly and fairly reproduced and presented. Subject to the aforesaid, to the best of the knowledge and belief of the Independent Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of that information.

The "Independent Directors" are the Directors of Rank, whose names are set out the circular dated 26 May 2011, except for Tim Scoble.

Tim Scoble is a non-executive director of Rank and acts, and has done so since his appointment, as a representative of Guoco Group on Rank's Board. To manage this conflict of interest, Tim Scoble has not participated, and will not participate, in the Board's discussions or receive any information in relation to the Offer.  Tim Scoble does not, therefore, accept responsibility for the views and opinions of the Independent Directors of Rank in relation to the Offer as set out in this announcement.

Goldman Sachs International, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Rank and for no-one else in connection with the offer and will not be responsible to any person other than Rank for providing the protections afforded to clients of Goldman Sachs International, nor for providing advice in relation to the offer or any other matters referred to herein.

 

END

 

 

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