RFC.L Regulatory News (RFC)

8 January 2015

Revised Proposal Relating to Rangers International Football Club plc

Further to the announcement on 6 January by the board of Rangers International Football Club plc ("Rangers") of their rejection of his initial proposal, Robert Sarver confirms that he has made a revised proposal to the board. The revised proposal involves investing up to £20 million for a majority shareholding by way of a placing of new ordinary shares in Rangers at 20 pence per share ("Placing") followed, if the Placing is completed, by a mandatory offer for the remaining issued and to be issued ordinary share capital under Rule 9 of the City Code on Takeovers and Mergers ("Code") at 20 pence per share. As part of the revised proposal £6.5 million would be made available to Rangers in immediate short-term funding by way of a secured loan to be repaid in 90 days or out of the proceeds of the Placing.

Nothing in this announcement constitutes an announcement of a firm intention to make an offer for the purposes of Rule 2.7 of the Code and there can be no certainty that any offer will be made.

Mr. Sarver, who has owned the successful Phoenix Suns NBA franchise since 2004, is CEO of the $10 billion Western Alliance Bancorporation. He has already provided proof of funds to the Rangers board.

Speaking from Phoenix, Arizona, Mr. Sarver commented:

"This revised proposal hopefully helps the board deal with its short-term cashflow crunch and also addresses my desire to see the club on a solid long-term financial footing. It would also enable Rangers to repay the loans from Mike Ashley and Sandy Easdale, and free it of debt.

"I know, of course, that there are various groups of prominent fans who have been working hard for a long time to bring change to the club and they can rest assured that, if my proposal is accepted, I am committed to building a strong partnership with fans and key stakeholders to do what is best for the club.

"I look forward to receiving the response of the Rangers board."

- Ends -

Enquiries

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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) the offeree company and (ii) any securities exchange 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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) the offeree company and (ii) any securities exchange 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 pm (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 an offeree company or a securities exchange 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 the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, 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 the offeree and 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.