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

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Rank Group (RNK)
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