Disposal
Rank Group PLC
23 December 2005
Not for release, publication or distribution in or into the United States,
Australia, Canada or Japan
DISPOSAL OF DELUXE FILM
FOR US$750 MILLION (£430 MILLION)
The Rank Group Plc ('Rank' or the 'Company'), the international gaming and
leisure group, today announces that it has reached agreement to sell Deluxe
Film, the film processing and creative services business to DX III Holdings
Corporation, a subsidiary of MacAndrews & Forbes Holdings Inc. (the
'Disposal').
Highlights:
• Aggregate consideration of US$750 million (equivalent to approximately
£430 million) payable in cash, on a debt and cash free basis
• The Company's capital structure and dividend policy are currently under
review. The outcome of that review will accompany Rank's 2005 preliminary
results announcement on 3 March 2006 at which time Rank expects to announce
a return of capital to shareholders
• There is no change to the expected level of the final dividend for the
financial year to 31 December 2005
• The Disposal is conditional upon obtaining clearances from US Canadian and
Spanish anti-trust authorities and the approval of Rank shareholders at an
Extraordinary General Meeting to be held on Monday, 16 January 2006
• The Disposal is expected to complete in early 2006
Commenting on the Disposal, Mike Smith, Chief Executive of Rank said:
'Today's announcement of the sale of Deluxe Film represents an important stage
in the strategic evolution of The Rank Group. Rank will now concentrate on the
growth opportunities in its gaming businesses and in Hard Rock. Our immediate
priorities are the disposal of Deluxe Media Services and the completion of a
review to establish an appropriate capital structure and dividend policy for the
continuing group. We expect that this process will result in a return of capital
to shareholders. We will announce the outcome of the review on 3 March 2006 when
we present Rank's 2005 preliminary results.'
This summary should be read in conjunction with the full text of this
announcement.
A circular containing further details of the Disposal and setting out the notice
of Extraordinary General Meeting will be sent to Rank shareholders shortly.
Goldman Sachs International is acting as exclusive financial adviser to Rank on
the disposal of Deluxe Film.
Enquiries:
The Rank Group Plc Tel: +44 (0) 20 7535 8031
Dan Waugh (Director of Investor Tel: +44 (0) 7799 581763
Relations)
Goldman Sachs International Tel: +44(0) 20 7774 1000
Nick Reid
Nick Harper
Maitland (Press enquiries) Tel: +44(0) 20 7379 5151
Angus Maitland Tel: +44(0) 7785 268283
Annabel Tuck Tel: +44(0) 7932 774335
This announcement is for information purposes only and does not constitute an
offer or invitation to acquire or dispose of any securities or investment advice
in any jurisdiction.
Goldman Sachs International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority is acting exclusively for Rank in
relation to the matters described in this announcement and is not advising any
other person and accordingly will not be responsible to any person other than
Rank for providing the protections afforded to the customers of Goldman Sachs
International or for providing advice in relation to the matters described in
this announcement.
Not for release, publication or distribution in or into the United States,
Australia, Canada or Japan
DISPOSAL OF DELUXE FILM
FOR US$750 MILLION (£430 MILLION)
Introduction
The Rank Group Plc ('Rank' or the 'Company') announces that it has entered into
an agreement to sell the Deluxe Film business ('Deluxe Film') to DX III Holdings
Corporation, a subsidiary of MacAndrews & Forbes Holdings Inc., for an aggregate
consideration of US$750 million (equivalent to approximately £430 million)
payable in cash (the 'Disposal'), on a debt and cash free basis, subject to a
completion working capital adjustment. Proceeds will be used initially to
reduce general corporate borrowings. It is expected that no material tax cost
will arise from the Disposal.
The Disposal is conditional, amongst other things, upon obtaining clearances
from the US, Canadian and Spanish anti-trust authorities and the approval of
Rank shareholders at an Extraordinary General Meeting, to be held on Monday, 16
January 2006.
Background to and reasons for the Disposal
The Deluxe businesses, Deluxe Film and Deluxe Media Services ('Deluxe Media'),
have been important parts of Rank, but in recent years the Company has
acknowledged that they were the 'least best fit'. Against the background of the
anticipated deregulation of UK gaming laws and further opportunities for the
Hard Rock brand, the Board decided in September 2004 that, in principle, it was
an opportune time to separate both Deluxe Film and Deluxe Media from the rest of
Rank.
The announcement of the Disposal follows an exhaustive sale process.
The Board remains convinced that the sale of Deluxe Film is in the best long
term interests of the Company, although the Disposal is expected to dilute
Rank's future earnings per share.*
The sale of Deluxe Media remains a priority for the Company.
Capital Structure and Dividend Policy
Rank is conducting a review of its capital structure and dividend policy with a
view to putting in place an efficient capital structure for the ongoing group.
Key factors in concluding this review are: the finalisation of the net proceeds
of the sale of Deluxe Film (principally in relation to any working capital
adjustment); the costs of restructuring the Company's borrowings; the conclusion
of discussions with Rank's Pension Trustee and the Pension Regulator; progress
in relation to the sale of Deluxe Media; and the determination of the financial
capacity needed to support the Company's future growth. Rank intends to present
the results of this review, including an expected return of capital to
shareholders, at the time of its preliminary results announcement on 3 March
2006.
* References to the anticipated effect of the Disposal on future earnings of
the Company should not be interpreted as a profit forecast nor should this
statement be interpreted to mean that the earnings of the Company following
the Disposal will necessarily match or exceed the historical published
earnings.
There is no change to the expected level of the final dividend for the financial
year to 31 December 2005.
Approvals and Consents
The Disposal is subject to the approval of Rank shareholders at the
Extraordinary General Meeting. A circular setting out the notice of the
Extraordinary General Meeting, including the Rank directors' recommendation to
vote in favour of the Disposal is expected to be sent to Rank shareholders
shortly.
The Disposal is also conditional, amongst other things, upon obtaining
clearances from the US, Canadian and Spanish anti-trust authorities.
The Disposal is expected to be completed in early 2006.
Information on Deluxe Film
Deluxe Film is one of the world's leading suppliers of products and services to
the motion picture industry. Deluxe Film's activities are organised into two
complementary activities, film processing and creative services.
For the year ended 31 December 2004, the financial statements of Deluxe Film
were prepared under UK GAAP. In this year, Deluxe Film generated profits before
interest and taxation of £52.9 million on sales of £366.0 million. As at 31
December 2004, Deluxe Film had net assets of £277.3 million, net of intercompany
payables of £111.6 million and gross assets of £571.5 million. The unaudited
results of Deluxe Film for the six months ended 30 June 2005 were prepared under
IFRS. In this period, Deluxe Film generated profits before financing costs and
taxation of £30.2 million on sales of £201.7 million. As at 30 June 2005,
Deluxe Film had net assets of £348.2 million, net of intercompany payables of
£145.3 million and gross assets of £605.3 million.
Enquiries:
The Rank Group Plc Tel: +44(0) 20 7535 8031
Dan Waugh (Director of Investor Relations) Tel: +44(0) 7799 581763
Goldman Sachs International Tel: +44(0) 20 7774 1000
Nick Reid
Nick Harper
Maitland (Press enquiries) Tel: +44(0) 20 7379 5151
Angus Maitland Tel: +44(0) 7785 268283
Annabel Tuck Tel: +44(0) 7932 774335
This announcement is for information purposes only and does not constitute an
offer or invitation to acquire or dispose of any securities or investment advice
in any jurisdiction.
Goldman Sachs International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Rank in
relation to the matters described in this announcement and is not advising any
other person and accordingly will not be responsible to any person other than
Rank for providing the protections afforded to the customers of Goldman Sachs
International or for providing advice in relation to the matters described in
this announcement.
APPENDIX 1 - SOURCES AND BASES OF INFORMATION
In this announcement, unless otherwise stated or the context otherwise requires,
the following sources and bases of information have been used unless otherwise
stated, the financial information relating to Deluxe Film has been extracted
from the audited financial statements of Rank for the relevant financial year.
An exchange rate of GBP/US$ of 1.74 has been used throughout this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange