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Offer Update

4th Jul 2011 07:59

RNS Number : 6802J
All Global Investments Limited
04 July 2011
 



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

 

FOR IMMEDIATE RELEASE

 

 

All Global Investments Limited ("AGIL")

 

Mandatory Cash Offer for The Rank Group Plc ("Rank")

 

Offer Update

 

Future intentions of Guoco

 

Since its announcement on 30 June 2011 in relation to the extension of the Offer, Guoco has held discussions with certain major Rank shareholders and Rank's Board. In light of those discussions, Guoco is pleased to provide the following confirmations:

 

·; Guoco has been a very significant shareholder in Rank for several years and represented on the Board since April 2010. Guoco has therefore already been making a contribution towards the determination of Rank's strategy. Guoco believes Rank is well-positioned for future growth and is supportive of Rank's current strategic direction.

 

·; Guoco believes that there are a number of potentially attractive investment opportunities for Rank and the expansion of the business should be an important priority for management.

 

·; Guoco regards the payment of regular dividends as an important part of Rank's investment proposition and is supportive of Rank's dividend policy.

 

·; Guoco intends that Rank will continue to have strong, credible, independent directors, both on the Board and on the various Board committees.

 

Rank management

 

Guoco is pleased that Ian Burke has agreed to return as Chief Executive of Rank with immediate effect and to become Chairman as well as Chief Executive when the Offer closes.

 

Level of acceptances

 

As at 1.00 p.m. on 1 July 2011, AGIL had received valid acceptances from Rank Shareholders in respect of 175,237,740 Rank Shares representing approximately 44.86 per cent. of Rank's existing issued share capital. None of the acceptances received were from persons acting in concert with AGIL or were in respect of Rank Shares which were subject to an irrevocable commitment or a letter of intent procured by AGIL or any person acting in concert with it (no such irrevocable commitment or letter of intent having been procured).

 

Accordingly, as at 1.00 p.m. on 1 July 2011, the total number of Rank Shares that members of the Guoco Group, including AGIL, owned and in respect of which AGIL had received valid acceptances was 334,724,642 Rank Shares, representing, in aggregate, approximately 85.69 per cent. of Rank's existing issued share capital.

 

AGIL announced on 30 June 2011 that Rank Shareholders who accepted the Offer between 17 June 2011 and 1.00 p.m. on 1 July 2011 ("Relevant Shareholders") would be entitled to withdraw their acceptances up to 1.00 p.m. on 15 July 2011. AGIL has already received indications from shareholders holding 19,261,716 Rank Shares (4.93 per cent. of Rank's existing issued share capital) that they intend to withdraw their acceptance of the Offer. After taking into account such withdrawals, the total number of Rank Shares owned by of the Guoco Group and in respect of which AGIL had received valid acceptances would be 315,462,926 Rank Shares, representing, in aggregate, approximately 80.76 per cent. of Rank's existing issued share capital.

 

Procedure for Withdrawal of Acceptances

 

The Receiving Agent to the Offer, Equiniti Limited, has written to Relevant Shareholders setting out the procedure for withdrawing acceptances. Relevant Shareholders who had held their Rank Shares via CREST will also receive withdrawal instructions electronically by a CREST Bulletin to be distributed by Euroclear UK & Ireland Limited.

 

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.

 

4 July 2011

 

Enquiries

 

Evercore Partners International LLP

Edward Banks 020 7268 2700

 

College Hill

Matthew Smallwood 020 7457 2020

Justine Warren

 

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or invitation to purchase or the solicitation of an offer to subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor will there be any purchase or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law or regulation. 

 

Evercore Partners International LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Guoco and AGIL and no-one else in relation to the Offer and will not be responsible to anyone other than Guoco or AGIL for providing the protections afforded to the customers of Evercore Partners International LLP or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein.

 

To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Guoco or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Rank Shares, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange to the extent applicable. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Evercore Partners International LLP and its affiliates may engage in purchasing activities consistent with their respective normal and usual practice and applicable law. Any information about such purchases will be disclosed on a next day basis to the Panel on Takeovers and Mergers and will be available from any Regulatory Information Service, including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.

 

The distribution of this document in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

The availability of the Offer to Rank Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of those jurisdictions. In particular, the Offer is not, unless decided otherwise by AGIL, being made in or into or from, and is not capable of acceptance in or from, any Restricted Jurisdiction. Further details in relation to overseas Rank Shareholders are contained in the Offer Document.

 

The Offer is not intended to be made, directly or indirectly, in, into or from any Restricted Jurisdiction and the Offer is not capable of acceptance from or within any Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from any Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer.

 

This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.

 

Disclosure requirements under the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of Rank or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any paper offeror is first identified.

 

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Rank and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of Rank or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of Rank or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of Rank or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Rank and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of Rank or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by Rank and by any offeror and Dealing Disclosures must also be made by Rank, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

 

Details of Rank and any offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

 

You should note that, for the purposes of the above summary of Rule 8 of the Code, neither AGIL nor the Guoco Group is treated as a paper offeror and therefore there is no requirement to disclose interests or dealings in shares of AGIL or the Guoco Group under Rule 8 of the Code.

 

Publication on Guoco website

 

In accordance with Rule 19.11 of the Code, a copy of this announcement will be available at www.guoco.com by no later than 12 noon on 5 July 2011.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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