Rank Regulatory News (RNK)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO

OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

30 June 2011

All Global Investments Limited ("AGIL")

Mandatory Cash Offer for The Rank Group Plc ("Rank")

Extension of Offer

AGIL and Guoco Group Limited ("Guoco") note with surprise and disappointment the recent announcements by Rank about the resignations of the Chief Executive and Finance Director, which came without warning to Guoco, and the various U-turns by the Rank Board in relation to Guoco's offer. 

Guoco's position in relation to the listing of Rank has remained consistent since the Offer was first announced on 6 May 2011 and was set out in detail in the announcement on 24 June 2011. The Guoco Group has a long and successful history of working with minority shareholders and a de-listing of Rank is not an outcome that Guoco has ever sought to bring about. In particular, Guoco has made it clear to the Rank Board and publicly that:

·; it has no intention of taking any steps available to it under the Listing Rules to cancel Rank's listing voluntarily while sufficient shares remain in public hands;

·; in circumstances where, as a result of the Offer, less than 25% of Rank remains in public hands, it intends to discuss with the FSA whether the then free float is sufficient for Rank to remain as a listed company; and

·; in the event that the FSA determines otherwise, it will explore with the FSA ways in which the necessary percentage of shares in public hands could be restored over a reasonable period of time, so far as commercially reasonable.

Notwithstanding this clear statement of intent, the Rank Board sought an unconditional, open-ended commitment from Guoco that it would continue the listing of Rank Shares on the LSE through the sell down of sufficient shares to maintain the listing at all times. Guoco was unable to agree to such a commitment ahead of the final outcome of the Offer, as it involved matters which were not entirely within its control. As an alternative, Rank requested Guoco to commit that, in the event of the cancellation of the listing by the FSA, Guoco would provide the opportunity, for a period of 18 months following the closing of the Offer, for any remaining Rank shareholders at that time to participate in a subsequent offer for Rank at a minimum price of 150p per share. Guoco considered this to be an unreasonably onerous requirement, which, having regard to its responsibilities to its own shareholders, it could not accept.

In light of recent events, however, and in order to provide protection for minority Rank Shareholders who do not accept the Offer by 1.00 p.m. on 1 July 2011, and with the agreement of the Takeover Panel (notwithstanding the announcement on 17 June 2011 that the Offer would close on 1 July 2011), Guoco announces that:

- the Offer will remain open for a further 14 days until 1.00 p.m. on 15 July 2011;

- any Rank Shareholder who has accepted the Offer between 17 June 2011 (the date on which AGIL announced that the Offer would close on 1 July 2011) and 1.00 p.m. on 1 July 2011 and who has not already been sent the consideration payable to him under the terms of the Offer* will be entitled to withdraw his acceptance (by notice to be received no later than 1.00 p.m. on 15 July 2011). AGIL will write to such shareholders with the appropriate withdrawal form;

- in the event that by 1.00 p.m. on 15 July 2011, AGIL has received acceptances of the Offer (after taking into account any withdrawals received up to that time), which, together with Rank Shares already owned by the Guoco Group, represent more than 75% of Rank's issued share capital, the Offer will remain open for acceptance for a further 7 days until 1.00 p.m. on 22 July 2011; and

- in the event that by 1.00 p.m. on 15 July 2011, AGIL has received acceptances of the Offer (after taking into account any withdrawals received up to that time), which, together with Rank Shares already owned by the Guoco Group, represent less than 75% of Rank's issued share capital, the Offer will close at that time and will not be extended.

Guoco will work with the Rank Board in relation to the appointment of new executive management as quickly as possible.

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.

* AGIL will make appropriate proposals to any Rank Shareholder who has accepted the Offer between 17 June 2011 and 1.00 p.m. on 1 July 2011 and who has already been sent the consideration payable to him under the terms of the Offer.

Enquiries

Evercore Partners Limited

Edward Banks 020 7268 2700

College Hill

Matthew Smallwood 020 7457 2020

Justine Warren

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or invitation to purchase or the solicitation of an offer to subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor will there be any purchase or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law or regulation. 

Evercore Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Guoco and AGIL and no-one else in relation to the Offer and will not be responsible to anyone other than Guoco or AGIL for providing the protections afforded to the customers of Evercore Partners Limited or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein.

To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Guoco or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Rank Shares, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange to the extent applicable. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Evercore Partners Limited and its affiliates may engage in purchasing activities consistent with their respective normal and usual practice and applicable law. Any information about such purchases will be disclosed on a next day basis to the Panel on Takeovers and Mergers and will be available from any Regulatory Information Service, including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.

The distribution of this document in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

The availability of the Offer to Rank Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of those jurisdictions. In particular, the Offer is not, unless decided otherwise by AGIL, being made in or into or from, and is not capable of acceptance in or from, any Restricted Jurisdiction. Further details in relation to overseas Rank Shareholders are contained in the Offer Document.

The Offer is not intended to be made, directly or indirectly, in, into or from any Restricted Jurisdiction and the Offer is not capable of acceptance from or within any Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from any Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer.

This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.

Publication on Guoco website

In accordance with Rule 19.11 of the Code, a copy of this announcement will be available at www.guoco.com by no later than 12 noon on 1 July 2011.