Convertible Bonds
Rank Group PLC
03 December 2003
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES,
AUSTRALIA, CANADA, ITALY OR JAPAN OR TO US, AUSTRALIAN, CANADIAN, ITALIAN OR
JAPANESE PERSONS. THIS RELEASE IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER OR AN ADVERTISEMENT OF AN OFFER OF SECURITIES IN THE UNITED
STATES OR IN ANY OTHER JURISDICTION.
3 December 2003
The Rank Group Plc
Convertible Bond Offering
The Rank Group Plc ('Rank' or the 'Group') today announces that it has launched
an offering of £150 million in principal amount of Convertible Bonds due 2009
(the 'Bonds').
Rank is issuing the Bonds primarily to refinance the Group's £125,000,000 7.25%
guaranteed bonds, due 2008 which are due to be redeemed on 8 December 2003,
hence benefiting from the attractive financing opportunities available in the
current convertible bond market.
The Bonds will be issued by Rank and will, subject to the terms and conditions
of the Bonds, be convertible into approximately 42 million new Rank ordinary
shares (the 'Shares') at the initial conversion price, representing
approximately 7% of Rank's current issued ordinary share capital. The Bonds will
be issued at 100% of their principal amount. The coupon on the Bonds is expected
to be between 3.75% and 4.25% per annum payable semi-annually in arrears and the
conversion price is expected to be set at a premium of between 28% and 33% to a
reference price of the Shares at the time of pricing.
The Bonds are expected to be priced today and settlement is expected on or about
20 January 2004. In addition, Rank has granted the Joint Lead Managers an option
to subscribe for additional Bonds with an aggregate principal amount of up to
£20 million at any time before settlement. Applications will be made for the
Bonds to be admitted to the Official List of the UK Listing Authority and to
trading on the London Stock Exchange's market for listed securities.
Commenting on the issue, Ian Dyson, Finance Director of Rank, said:
'This is yet another step forward in reducing the Group's cost of capital which
will benefit all of our stakeholders and has improved our debt profile
substantially.'
Deutsche Bank and JPMorgan are Joint Lead Managers. Deutsche Bank will act as
stabilisation manager.
Enquiries:
The Rank Group Plc Tel:020 7706 1111
Ian Dyson, Finance Director
Peter Reynolds, Director of Investor Relations
Deutsche Bank Tel: 020 7545 8000
Martin Fisch
Phil Cowdy
JPMorgan Tel: 020 7325 1000
Viswas Raghavan
John Lydon
Press Enquiries:
The Maitland Consultancy Tel: 020 7379 5151
Angus Maitland
Suzanne Bartch
Any investment decision in respect of the Bonds should be based on the listing
particulars to be published by Rank in due course. Members of the general public
are not eligible to take part in the Bond offering. In the United Kingdom, the
promotion of this offering is restricted by Section 21 of the Financial Services
and Markets Act 2000 ('FSMA'). This announcement, in so far as it constitutes an
invitation or inducement to participate in the Bond offering, is directed
exclusively at (a) persons who have professional experience in matters relating
to investments who fall within Article 19(5) (Investment Professionals) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as
amended) ('the Order') or (b) are persons falling within Article 49(2)(a) to (d)
(high net worth companies, unincorporated associations etc) of the Order or (c)
other persons to whom it may be directed without contravention of Section 21 of
FSMA (all such persons together being referred to as 'relevant persons'). This
announcement, in so far as it constitutes an invitation or inducement to
participate in the offering, must not be acted on or relied on by persons who
are not relevant persons. Any investment or investment activity to which this
communication relates is available only to relevant persons and will be engaged
in only with relevant persons.
Stabilisation / FSA
Neither the Bonds nor the Shares have been, or will be, registered under the US
Securities Act of 1933, as amended (the 'US Securities Act') and may not be
offered or sold within the United States or to US persons (as defined in
Regulation S under the US Securities Act ('Regulation S')), except pursuant to
an exemption from, or in a transaction not subject to, registration under the US
Securities Act. There will be no public offer of the Bonds or the Shares to be
issued on conversion of the Bonds in the United States.
This release does not constitute an offer of securities for sale in the United
States, Canada, Australia, Italy or Japan.
Neither this announcement nor any copy of it is for distribution, directly or
indirectly, in or into the United States or to any US person (as defined in
Regulation S) or into Canada, Australia, Italy or Japan. Any failure to comply
with this restriction may constitute a violation of Canadian, Australian,
Italian or Japanese securities laws.
This information is provided by RNS
The company news service from the London Stock Exchange