Rank Group PLC
04 August 2005
Extraordinary General Meeting Result
The Rank Group Plc ('Rank' or the 'Company') announces that the resolution to
amend Rank's Articles of Association to facilitate termination of its
registration with the US Securities and Exchange Commission ('SEC') was passed
at today's Extraordinary General Meeting. 261,652,752 votes (representing 92.81
per cent of the votes cast and 41.88 per cent of the issued share capital) were
recorded in favour of the resolution, 20,273,847 votes were recorded against and
21,019,574 votes were withheld.
Rank will not be able to terminate its SEC registration and suspend its SEC
reporting and other applicable US obligations, including compliance with the
Sarbanes-Oxley Act of 2002, until it is satisfied that the number of US
residents holding ordinary shares of Rank ('US Holders'), whether directly or
indirectly or through nominees, is less than 300. The number of such US Holders
must remain below 300 at each fiscal year-end after termination of the SEC
registration to avoid re-commencement of SEC reporting and other applicable US
obligations. Furthermore, the number of US residents holding debt securities of
Rank previously registered under the US Securities Act of 1933, as amended, must
also be less than 300 for the Company to suspend its SEC reporting obligations
and must remain below 300 at each fiscal year-end for this suspension to
continue. Termination of the SEC registration of the ordinary shares will occur
90 days after filing a certification with the SEC that the number of US Holders
is less than 300. Rank will continue to file with the SEC an annual report on
Form 20-F and submit certain other reports on Form 6-K until its duty to file
and submit such reports with respect to its ordinary shares and its debt
securities is suspended, which occurs immediately upon the filing of the
required certification.
The amendment to the Articles of Association includes a provision conferring
upon Rank's Board the power to require ordinary shares which are held directly
or indirectly by US Holders to be sold to non-US persons. If the Board decides
to exercise the compulsory transfer power, it will do so with the objective of
reducing the number of US Holders so as to allow the Company to terminate its
SEC registration, suspend its SEC reporting and other applicable US obligations
and prevent such obligations reviving in the future. Subject to legal, fiduciary
and regulatory requirements and costs, the Board will take account of the
relative size of the holdings of US Holders and apply the power first to those
US Holders with the smallest holdings of ordinary shares.
On the basis of the information then available to the Company, the Directors
estimate that, as at 31 May 2005, it would have been necessary to
require the transfer of a maximum of 0.6 per cent of the issued ordinary shares
in order to reduce the number of US Holders to below 300. The number of US
holdings that would have to be sold to achieve this purpose is expected to
reduce as a result of the termination of the ADR programme and the cancellation
of the NASDAQ listing.
On 1 July 2005, Rank directed JP Morgan Chase Bank, N.A., the depositary for the
Company's ADR programme, to terminate its ADR programme. On 11 July 2005, the
Company also applied voluntarily to delist its ADSs and underlying ordinary
shares from NASDAQ. It is expected that termination of the ADR programme and the
NASDAQ delisting will become effective as at the close of trading on 31 August
2005. Holders of ADSs are entitled to exchange their ADSs for the corresponding
number of underlying ordinary shares in the Company until 31 October 2005,
failing which they will receive cash following the disposal by, or on behalf of,
the depositary of their underlying ordinary shares.
Rank ordinary shares will continue to be listed on the Official List of the UK
Listing Authority (the 'UKLA') and to be traded on the London Stock Exchange's
market for listed securities. The Company will also continue to be subject to
the listing rules, the prospectus rules and the disclosure rules made by the
UKLA and to the Combined Code of Corporate Governance in the UK. Moreover, Rank
will continue to maintain its high standard of corporate governance.
Copies of the resolution passed at the Extraordinary General Meeting will
shortly be available for inspection at the UKLA's Document Viewing Facility,
which is situated at:
Financial Services Authority
25 The North Colonade
Canary Wharf
London E14 5HS
(Tel: 020 7676 1000)
Enquiries:
The Rank Group Plc Tel: 020 7535 8031
Mike Davies, Director of Investor Relations
Press Enquiries:
The Maitland Consultancy Tel: 020 7379 5151
Suzanne Bartch
This information is provided by RNS
The company news service from the London Stock Exchange
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