4th Aug 2005 13:49
Rank Group PLC04 August 2005 Extraordinary General Meeting Result The Rank Group Plc ("Rank" or the "Company") announces that the resolution toamend Rank's Articles of Association to facilitate termination of itsregistration with the US Securities and Exchange Commission ("SEC") was passedat today's Extraordinary General Meeting. 261,652,752 votes (representing 92.81per cent of the votes cast and 41.88 per cent of the issued share capital) wererecorded in favour of the resolution, 20,273,847 votes were recorded against and21,019,574 votes were withheld. Rank will not be able to terminate its SEC registration and suspend its SECreporting and other applicable US obligations, including compliance with theSarbanes-Oxley Act of 2002, until it is satisfied that the number of USresidents holding ordinary shares of Rank ("US Holders"), whether directly orindirectly or through nominees, is less than 300. The number of such US Holdersmust remain below 300 at each fiscal year-end after termination of the SECregistration to avoid re-commencement of SEC reporting and other applicable USobligations. Furthermore, the number of US residents holding debt securities ofRank previously registered under the US Securities Act of 1933, as amended, mustalso be less than 300 for the Company to suspend its SEC reporting obligationsand must remain below 300 at each fiscal year-end for this suspension tocontinue. Termination of the SEC registration of the ordinary shares will occur90 days after filing a certification with the SEC that the number of US Holdersis less than 300. Rank will continue to file with the SEC an annual report onForm 20-F and submit certain other reports on Form 6-K until its duty to fileand submit such reports with respect to its ordinary shares and its debtsecurities is suspended, which occurs immediately upon the filing of therequired certification. The amendment to the Articles of Association includes a provision conferringupon Rank's Board the power to require ordinary shares which are held directlyor indirectly by US Holders to be sold to non-US persons. If the Board decidesto exercise the compulsory transfer power, it will do so with the objective ofreducing the number of US Holders so as to allow the Company to terminate itsSEC registration, suspend its SEC reporting and other applicable US obligationsand prevent such obligations reviving in the future. Subject to legal, fiduciaryand regulatory requirements and costs, the Board will take account of therelative size of the holdings of US Holders and apply the power first to thoseUS Holders with the smallest holdings of ordinary shares. On the basis of the information then available to the Company, the Directorsestimate that, as at 31 May 2005, it would have been necessary torequire the transfer of a maximum of 0.6 per cent of the issued ordinary sharesin order to reduce the number of US Holders to below 300. The number of USholdings that would have to be sold to achieve this purpose is expected toreduce as a result of the termination of the ADR programme and the cancellationof the NASDAQ listing. On 1 July 2005, Rank directed JP Morgan Chase Bank, N.A., the depositary for theCompany's ADR programme, to terminate its ADR programme. On 11 July 2005, theCompany also applied voluntarily to delist its ADSs and underlying ordinaryshares from NASDAQ. It is expected that termination of the ADR programme and theNASDAQ delisting will become effective as at the close of trading on 31 August2005. Holders of ADSs are entitled to exchange their ADSs for the correspondingnumber 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 UKListing Authority (the "UKLA") and to be traded on the London Stock Exchange'smarket for listed securities. The Company will also continue to be subject tothe listing rules, the prospectus rules and the disclosure rules made by theUKLA and to the Combined Code of Corporate Governance in the UK. Moreover, Rankwill continue to maintain its high standard of corporate governance. Copies of the resolution passed at the Extraordinary General Meeting willshortly be available for inspection at the UKLA's Document Viewing Facility,which is situated at: Financial Services Authority25 The North ColonadeCanary WharfLondon E14 5HS (Tel: 020 7676 1000) Enquiries:The Rank Group Plc Tel: 020 7535 8031Mike Davies, Director of Investor Relations Press Enquiries:The Maitland Consultancy Tel: 020 7379 5151Suzanne Bartch This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Rank