RFC.L Regulatory News (RFC)

29 August 2014

Rangers International Football Club plc

("Rangers" the "Club" or the "Company")

Open Offer of up to 19,864,918 New Ordinary Shares

Further to the announcements on 25 April and 6 August 2014, the Board of Rangers is pleased to announce an Open Offer of up to 19,864,918 new Ordinary Shares at 20p each ("New Ordinary Shares") to raise up to GBP3.97m before expenses. Qualifying Shareholders are entitled to subscribe for New Ordinary Shares on the basis of 0.30185 New Ordinary Shares for each existing Ordinary Share in the Company held on the Record Date. In addition Qualifying Shareholders subscribing for their full entitlement under the Open Offer may also request additional New Ordinary Shares through the Excess Application Facility. The Open Offer is subject to an aggregate minimum subscription of 15,000,000 New Ordinary Shares.

The Issue Price of 20 pence per New Ordinary Share represents a discount of approximately 21.6 per cent. to the closing middle market price of 25.5 pence for each existing Ordinary Share in the Company on 28 August 2014.

Private Shareholders whose existing ordinary shares are held by a nominee company should get in touch with their custodian to ensure that they are given the opportunity to participate in the Open Offer. A circular (the "Circular") setting out details of and the terms relating to the Open Offer will be posted today and made available on the Company's website, http://www.rangersinternationalfootballclub.com

For further information please contact:

Rangers International Football Club plc

Graham Wallace/ Paul Tyrell Tel: 0141 580 8647

Daniel Stewart & Company plc Tel: 020 7776 6550

Paul Shackleton / David Coffman

Newgate Threadneedle Tel: 020 7148 6143

Roddy Watt / John Coles

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

OPEN OFFER STATISTICS

Open Offer of up to 19,864,918 New Ordinary Shares

Introduction

The Company announces that it will raise up to £4 million (before fees and expenses) through an Open Offer by way of the issue of New Ordinary Shares at an Issue Price of 20 pence per New Ordinary Share. The Issue Price represents an approximate 21.6 per cent. discount to the Closing Price of 25.5 pence per existing Ordinary Share on the Latest Practicable Date. Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will occur on 18 September 2014.

The funding will be used to allow the Company to start implementing the strategy to re-build and re-establish Rangers as a stable, sustainable and successful business to deliver both shareholder value and footballing success. The proposals allow both existing private shareholders and institutional investors to participate in the fund raising to raise equity for the 2014/15 football season in a cost effective manner.

Reasons for the Open Offer

At the AGM in December 2013 Graham Wallace announced that the Board would undertake a strategic review of the Company. A summary of the Business Review was published on 25 April 2014. The Business Review highlighted issues relating to the Club's financial position and outlined steps the Board intended to take in the following months to improve the financial position of the Club.

On 23 February 2014, the Company announced that it had entered into two secured short term credit facilities for an aggregate amount of up to £1.5 million. These credit facilities are due for repayment on 1 September 2014 and the Board is in discussions with the providers in relation to their repayment, part of which will come from the proceeds of the Open Offer.

The Board has developed and approved a strategic plan as part of the Business Review to re-build and re-establish the Club, to return it to the top of the domestic game within three seasons, and to thereafter be competitive in UEFA competition. This will require continued investment in the playing squad over the next three years and beyond to drive on-field success.

In order to achieve this, the Company will need to raise capital over the next three years. It expects to raise between £20 million and £30 million. The Open Offer is an important planned part of this fund raising strategy and will provide the Club with working capital and part of the repayment to George Letham and Alexander Easdale of the £1.5 million drawn down from the credit facilities provided by them to the Company

The Board acknowledges the importance of supporters as Shareholders as well as its institutional investors; the Open Offer gives smaller Shareholders the opportunity to participate in the fund raising.

Accordingly, the Directors believe that an Open Offer of New Ordinary Shares is in the best interests of the Company and Shareholders as the funds raised should enable the Company to progress the issues identified in the Business Review.

Current trading and outlook

Having won the title to Scottish Professional Football League One at the end of the 2013/14 football season, the Club is now, for the 2014/15 football season, competing in the Scottish Championship, the second tier of the Scottish Professional Football League. The Club has increased most season ticket and matchday prices for the 2014/15 season by between 15 per cent. and 25 per cent. and has sold approximately 23,000 season tickets.

If the Club continues to progress to the top flight of Scottish football it will have the opportunity to benefit from increased attendances, increased ticket prices, access to prize monies from European competition and new commercial partnerships.

Following the operational and organisational changes identified in the Business Review, cost management initiatives have been implemented resulting in business practices being tightened and discretionary expenditure minimised.

The cash position today requires careful monitoring but has improved since the beginning of April 2014 with the sale of season tickets, improved commercial relationships, and cost management initiatives identified by the Business Review. The Company had an unaudited cash balance of £4.258 million at 30 June 2014. Included in this unaudited cash balance is £2.72 million relating to Rangers Retail Limited, which is not immediately available as working capital to the Group as a whole. Trading since the announcement of the interim results for the six months ended 31 December 2013 has been in line with expectations.

Assuming full subscription, the Company will require additional external funding in the latter half of the current financial year in order to meet working capital requirements as a result of the cyclical nature of its business. At the minimum level of subscription additional working capital will be required towards the end of the current calendar year. This funding, could be sourced from lines of credit, other forms of short term finance or as a component of a further equity raise, in line with the strategy identified in the Business Review to re-build and re-establish Rangers as a stable, sustainable and successful business. There can be no certainty that such funding will be available on commercial terms or at all. Failure to secure such funding would be damaging to the business and may impair the value of the Ordinary Shares. The Open Offer is not underwritten. There can be no certainty as to the aggregate level of subscription for New Ordinary Shares. If the aggregate level of subscription is less than 15,000,000 New Ordinary Shares the Open Offer will not proceed and subscription monies will be returned to applicants. Should this occur, the Company will be unable to pay its creditors as they fall due and the future of the Company will be uncertain; The Directors will immediately have to seek emergency financing which may or may not be available.

The Directors intend that further funding will be raised to continue to implement the strategy identified in the Business Review to re-build and re-establish Rangers as a stable, sustainable and successful business. As such the Directors will seek annual authorities from Shareholders at the Annual General Meeting of the Company in the Autumn of 2014 as are suitable for an AIM listed company in order to issue new Ordinary Shares and for statutory pre-emption rights to be disapplied.

Information on the Open Offer

Fundraising Structure

The Directors have given careful consideration as to the structure of the proposed fundraising and have concluded that the Open Offer is the most suitable option available to the Company and its Shareholders at this time having regard to the importance of pre-emption rights to Shareholders, the composition of the Company's register of members and the Company's current share price. Subject to applications being received for an aggregate subscription of at least 15,000,000 New Ordinary Shares, up to 19,864,918 New Ordinary Shares will be issued through the Open Offer at 20 pence per New Ordinary Share to raise gross proceeds of up to £4 million.

Principal terms of the Open Offer

The allotment of New Ordinary Shares by way of the Open Offer shall take place pursuant to the shareholder authorities granted at the Company's Annual General Meeting on 18 December 2013. As such the Open Offer is being conducted in accordance with statutory pre-emption provisions as set out in section 561 of the Act.

Pursuant to the Open Offer, Qualifying Shareholders will be given the opportunity to subscribe for 0.30185 of an Open Offer Share for every Existing Ordinary Share held on the Record Date at the Issue Price of 20 pence.

The Open Offer provides an opportunity for all Qualifying Shareholders to participate in the fundraising pro rata to their current holdings of Existing Ordinary Shares with the option for subscribing for more pursuant to the Excess Application Facility subject to scaling down by the Company in the event that the Open Offer becomes oversubscribed. Any fractional entitlements to Open Offer Shares shall be aggregated and made available as part of the Excess Application Facility.

The Excess Application Facility being made available as part of the Open Offer enables Shareholders who so wish to apply for Open Offer Shares in excess of their Open Offer Entitlement in the event that certain other Shareholders do not wish to take up their Open Offer Entitlements and with respect to any fractional entitlements.

It should be noted that the Open Offer is not a rights issue. The Application Form is not a document of title and cannot be traded, The Open Offer is limited to a maximum aggregate amount of not more than €5 million, in order to take advantage of the exemption of the Prospectus Directive 2003/71/EC which avoids the Company incurring the cost of publishing a prospectus.

If a Qualifying Shareholder does not take up any of his or her Open Offer Entitlement, his or her proportionate ownership and voting rights in the Company will be diluted by 23.2 per cent. by the issue of the New Ordinary Shares. The Issue Price of 20 pence represents a 21.6 per cent. discount to the Closing Price of 25.5 pence per Ordinary Share on the Latest Practicable Date.

The latest date and time for acceptance and payment in full under the Open Offer is 11.00 a.m. on 12 September 2014. Full details of the terms and conditions of the Open Offer and how to apply are set out in Part II of the Circular.

The Open Offer Shares will when issued be credited as fully paid and will rank equally in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares.

Application procedure under the Open Offer

The procedure for application and payment is set out in the Circular and, where relevant, on the Application Form which will be dispatched to Qualifying Shareholders today.

Application for Admission

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will occur and trading in the New Ordinary Shares will commence at 8.00 a.m. on 18 September 2014. No temporary documents of title will be issued.

The New Ordinary Shares will, following Admission, rank pari passu in all respects with the Existing Ordinary Shares in issue at the date of this announcement and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Ordinary Shares after Admission.

Important notice

Qualifying Shareholders should note that the Open Offer is not a rights issue. Qualifying Shareholders should be aware that in the Open Offer, unlike with a rights issue, any Open Offer Shares not applied for by Qualifying Shareholders under their Open Offer Entitlements will not be sold in the market on behalf of, or otherwise placed for the benefit of those Qualifying Shareholders who did not apply for their Open Offer Entitlements but will be made available to Shareholders as part of the Excess Application Facility.

Qualifying Shareholders are being invited to participate in the Open Offer and (subject to certain exceptions) will have received an Application Form with the Circular.

In issuing the Circular and structuring the Open Offer in this manner, the Company is relying on the exemption from issuing a prospectus in section 85(5) and paragraph 9 of Schedule 11A of FSMA.

Any Qualifying Shareholder who has sold or transferred all or part of his registered holding(s) of Existing Ordinary Shares prior to the date on which the shares are marked 'ex-entitlement' is advised to consult his stockbroker, bank or other agent through or to whom the sale or transfer was effected as soon as possible since the invitation to apply for Open Offer Shares under the Open Offer may be a benefit which may be claimed from him by the purchasers under the rules of the London Stock Exchange.

Overseas Shareholders

The attention of Qualifying Shareholders who have registered addresses outside the United Kingdom, or who are citizens or residents of countries other than the United Kingdom, or who are holding Ordinary Shares for the benefit of such persons (including, without limitation, subject to certain exceptions, custodians, nominees, trustees and agents), or who have a contractual or other legal obligation to forward the Circular or (if applicable) an Application Form to such persons, is drawn to the information which appears in paragraph 6 of Part II of the Circular.

In particular, Qualifying Shareholders who have registered addresses in or who are resident in, or who are citizens of, countries other than the UK (including, without limitation, the United States or any other Restricted Jurisdiction) should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their Open Offer Entitlements.

Taxation

Shareholders who are in any doubt as to their tax position, or who are subject to tax in a jurisdiction other than the UK should consult an appropriate professional adviser immediately.

Further Information

Your attention is drawn to the further information set out in Parts II to V of the Circular. Shareholders should read the whole of the Circular and not rely solely on the information set out in this announcement. In particular, you should consider the risk factors set out in Part III of the Circular.

Intentions of the Directors in relation to the Open Offer

The Directors intend to take up their Open Offer Entitlements in full and subscribe for an aggregate of 194,131 Open Offer Shares as set out below:

The Directors, in aggregate together with their immediate families or persons connected with them (within the meaning of Section 252 of the Act) hold 643,143 Existing Ordinary Shares, representing approximately 1.0 per cent. of the Existing Ordinary Shares in issue at the Latest Practicable Date.

An announcement will be released to the market in due course notifying the market of the acceptance by Directors and their families or connected persons of any Open Offer Entitlements and Excess Open Offer Entitlements and the effect on their subsequent shareholdings in the Company.

Recommendation

The board of directors of the Company has resolved that the Open Offer is in the best interest of

Shareholders as a whole. The Directors are not making a recommendation to Qualifying Shareholders as to whether they should take up their entitlement under the Open Offer, such decision will depend on each Qualifying Shareholder's individual circumstance. Accordingly, the Board of Directors of the Company strongly recommends that Qualifying Shareholders take their own independent financial advice before making a decision as to whether or not to take up their entitlement under the Open Offer. The Directors intend to take up their aggregate maximum entitlement of 194,131 New Ordinary Shares under the Open Offer in respect of a total of 643,143 Ordinary Shares held by them representing 1.0 per cent of the existing issued share capital of the Company.

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise: