7th Apr 2006 11:40
Rank Group PLC07 April 2006 7 April 2006 The Rank Group Plc Certification as to De-registration of Rank Ordinary Shares from the US Securities and Exchange Commission On 3 March 2006, The Rank Group Plc ("Rank" or the "Company") confirmed itsintention to commence exercising the compulsory transfer provisions contained inthe Company's Articles of Association to reduce the number of US residentshareholders on its share register to below three hundred and thereafterterminate registration of its ordinary shares with the US Securities andExchange Commission ("SEC"), under the Securities Exchange Act of 1934 (asamended). Rank now announces that, as of 7 April 2006, it filed a Form 15 with the SEC toterminate the SEC registration of its ordinary shares and a Form 15 to suspendits SEC reporting obligations in relation to its debt securities previouslyregistered under the US Securities Act of 1933 (as amended) (the "SecuritiesAct"). SEC de-registration will occur 90 days after 7 April 2006 or such shorterperiod as the SEC may determine. On filing of the form, Rank's obligations tofile certain forms and reports with the SEC, including Forms 20-F and 6-K, weresuspended. Under currently applicable SEC regulations, after the de-registration takeseffect, the number of Rank's US resident shareholders must remain below 300 ateach financial year-end to avoid re-commencement of SEC reporting and otherapplicable US obligations. Rank's Articles of Association give the Company'sDirectors the ability to limit the number of Rank's US resident shareholders forthis purpose. Pursuant to the Articles of Association, Rank's Board may, fromtime to time, require US resident shareholders, whether holding directly orthrough nominees, to sell their shares in order to be satisfied that theirnumber is less than 300 at each financial year end. Furthermore, the number ofUS residents holding debt securities of Rank previously registered under theSecurities Act must also remain below 300 at each financial year-end to avoidre-commencement of SEC reporting obligations. On 23 December 2005, the SEC published a proposed rule that introduces newcriteria to make it easier for foreign private issuers such as Rank tode-register from the SEC. Finalisation of this proposed rule is likely to takeseveral months and it is not possible to be certain what form any new criteriawill finally take. It is possible the new criteria will not require Rank tomaintain the number of its US-resident shareholders at below 300 at eachfinancial year-end in order to avoid re-commencement of registrationobligations. The Company will keep the position under review. Enquiries: Pamela Coles, Company Secretary Tel: +44 (0) 20 7706 1111 The Rank Group Plc This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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