5 Aug 2016 11:00
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | The Rank Group Plc AND 888 Holdings plc |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | The Rank Group Plc |
(d) Is the discloser the offeror or the offeree? | OFFEROR |
(e) Date position held: The latest practicable date prior to the disclosure | 4 August 2016 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | YES - the Discloser is also making disclosures in respect of 888 Holdings plc and William Hill Plc on 5 August 2016
|
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Ordinary 13 8/9 pence shares | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | nil | 0 | nil | 0 |
(2) Cash-settled derivatives:
| nil | 0 | nil | 0 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | nil | 0 | nil | 0 |
TOTAL: | nil | 0 | nil | 0 |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | None |
Details, including nature of the rights concerned and relevant percentages: | None |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: |
i. Ordinary shares of 13 8/9 pence each held by directors of The Rank Group Plc or 888 Holdings plc
Class of relevant security: | Ordinary shares of 13 8/9 pence each | |
Number of Shares | % | |
The Rank Group Plc - Directors | ||
Henry Birch | 100,000 | 0.03 |
Ian Burke | 763,556 | 0.20 |
Clive Jennings | 62,500 | 0.02 |
Richard Kilmorey | 21,100 | 0.01 |
Owen O'Donnell | 21,224 | 0.01 |
ii. Options and awards held by directors of The Rank Group Plc or 888 Holdings plc
Name of Director holding Options
| Name of Plan | Shares in respect of which options granted | Exercise Date / Vesting Date |
Options and Awards held by The Rank Group Plc directors1: | |||
Henry Birch | The Rank Group Plc 2010 Long-TermIncentive Plan | 1,373,684 | See footnote 1 |
Clive Jennings
| The Rank Group Plc 2010 Long-TermIncentive Plan | 607,895 | See footnote 1. |
Total: | 1,981,579
| ||
1 Contingent share awards made under The Rank Group Plc 2010 Long-Term Incentive Plan. There is no exercise price as they are contingent share awards. If the performance conditions are satisfied over the course of the performance period (1 July 2014 to 30 June 2017) the vesting dates would be as follows:
· 1 December 2017 - 45%
· 1 December 2018 - 30%
· 1 December 2019 - 25%
iii. Ordinary Shares of 13 8/9 pence held by other Concert Parties of The Rank Group Plc or 888 Holdings plc
Name ofEntity(ies)/Person(s) | Name ofCompany | Type ofsecurities | Number ofsecurities | % | |
Subsidiaries of Guoco Group
| |||||
Rank Assets Limited | The RankGroupPlc | Ordinary shares | 203,289,921 |
52.03 | |
Subsidiaries of Hong Leong Group
| |||||
GuoLine Overseas Limited
| The RankGroupPlc | Ordinary shares | 15,830,300 | 4.05 | |
Assets Nominees(Tempatan) Sdn Bhdacting in its capacity astrustee for HLManagement Co Sdn Bhd2 | The RankGroupPlc | Ordinary shares | 300,000 | 0.08 | |
Directors of Guoco Group and its subsidiaries
| |||||
Quek Leng Chan
| The Rank GroupPlc | Ordinary shares | 285,207 | 0.07 | |
Chaghese Limited(wholly owned byQuek Leng Chan)
| The Rank GroupPlc | Ordinary shares | 162,000 | 0.04 | |
Kwek Leng Hai
| The Rank GroupPlc | Ordinary shares | 1,026,209 | 0.26 | |
Tan Lim Heng
| The Rank GroupPlc | Ordinary shares | 152,882 | 0.04 | |
Kwek Leng San
| The Rank GroupPlc | Ordinary shares | 56,461 | 0.01 | |
Lim Chew Yan | The Rank GroupPlc | Options over Rank shares | 100,000 | - | |
Tang Hong Cheong | The Rank GroupPlc | Options over Rank shares | 200,000 | - | |
Directors of Hong Leong Group
| |||||
Poh Soon Sim
| The RankGroupPlc | Ordinary shares | 10,800 | 0.00 | |
Others
| |||||
Quek Leng Chye (close relative of Quek Leng Chan) | The RankGroupPlc | Ordinary shares | 4,540 | 0.00 | |
2 These shares are held on trust to satisfy the options granted to Lim Chew Yang and Tang Hong Cheong (see below).
iv. Non-exempt Ordinary Shares of 13 8/9 pence held by Numis Securities Limited
Class of relevant security: | Ordinary shares of 13 8/9 pence each | |
Number of Shares | % | |
Numis Securities Ltd | Nil | Nil |
v. Non-exempt Ordinary Shares of 13 8/9 pence held by Peel Hunt LLP
Class of relevant security: | Ordinary shares of 13 8/9 pence each | |
Number of Shares | % | |
Peel Hunt LLP | Nil | Nil |
vi. Non-exempt Ordinary Shares of 13 8/9 pence held by Morgan Stanley
Class of relevant security: | Exposure Type | Amount |
Morgan Stanley | Equity | Nil
|
Counterparty Exposure | No Counterparty Exposure,No Primary Lending Exposure
|
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None. |
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None. |
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 5 August 2016 |
| Contact name: | Frances Bingham / Gil White |
| Telephone number: | + 44 1628-504-259 / +972 3 692 2076 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.