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

6 May 2011

Guoco Group Limited ("Guoco")

Increased investment in The Rank Group Plc ("Rank")

Mandatory Cash Offer for Rank

Summary

§ The Guoco Group has today increased its stake in Rank from approximately 29.3 per cent. to approximately 40.8 per cent. through the acquisition by its subsidiary, All Global Investments Limited ("AGIL"), from members of the Genting Berhad group of its entire 11.6 per cent. stake in Rank at a price of 150p per Rank Share.

§ Guoco has been a significant and supportive shareholder of Rank since December 2007. The increased stake in Rank is consistent with Guoco's ongoing strategy of investing in market leaders in the global leisure sector.

§ Under Rule 9 of the Code, AGIL is obliged to make a mandatory cash offer to acquire the entire issued (and to be issued) share capital of Rank not already owned by the Guoco Group (the "Offer").

§ The Offer will comprise 150p in cash for each Rank Share (the "Offer Price") valuing the whole of Rank's existing issued share capital at approximately £585.8 million.

§ The Offer Price is final and will not be increased.

§ Guoco is pleased to have increased its investment in Rank, which Guoco believes has an excellent portfolio of businesses in the UK gaming sector, has a strong executive management team and is well-positioned for future growth. Guoco looks forward to continuing its existing relationship with Rank.

This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including the Appendices). The Offer will be subject to the condition and further terms set out in Appendix 1 of the following announcement and the terms and condition to be set out in the Offer Document when issued. Appendix 2 contains the sources and bases of certain information used in this summary and in the following announcement. Appendix 3 contains definitions of certain terms used in this summary and the following announcement. Rank Shareholders should carefully read the Offer Document (together with, if they hold their Rank Shares in certificated form, the Form of Acceptance) in its entirety before making a decision with respect to the Offer.

Enquiries

Evercore Partners Limited

Edward Banks 020 7268 2700

College Hill

Matthew Smallwood 020 7457 2020

Justine Warren

This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in or into any jurisdiction in contravention of any applicable law. The Offer will be made solely by the Offer Document (together with, in the case of Rank Shares in certificated form, the Form of Acceptance), which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Rank Shareholders should carefully read the Offer Document (and, if they hold their Rank Shares in certificated form, the Form of Acceptance) in its entirety before making a decision with respect to the Offer.

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.

The Offer shall be made solely by AGIL and neither Evercore Partners Limited nor any of its affiliates are making the Offer.

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 will be 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 will not be 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.

Forward-looking statements

This announcement, including information included in this announcement, contains "forward-looking statements" concerning Guoco and the Guoco Group and Rank and the Rank Group that are subject to risks and uncertainties. Information in this announcement relating to Rank has been compiled from published sources. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Guoco Group's ability to control or estimate precisely, such as future market conditions, changes in regulatory environment and the behaviour of other market participants. Neither Guoco nor AGIL can give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this announcement. Neither Guoco nor AGIL undertakes any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.

Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of any member of the Guoco Group, the Rank Group or the enlarged Guoco Group following completion of the Offer unless otherwise stated.

Disclosure requirements under the Code

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

You should note that, for the purposes of the above summary of Rule 8 of the Code, neither AGIL nor the Guoco Group is treated as a paper offeror and therefore there is no requirement to disclose interests or dealings in shares of AGIL or the Guoco Group under Rule 8 of the Code.

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 9 May 2011.

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

6 May 2011

Guoco Group Limited ("Guoco")

Increased investment in The Rank Group Plc ("Rank")

Mandatory Cash Offer for Rank

1. Introduction

AGIL announces that it has today acquired 45,251,203 Rank Shares, representing approximately 11.6 per cent. of Rank's issued share capital, from members of the Genting Berhad group at a price of 150p for each Rank Share.

AGIL is a company incorporated in the Cayman Islands, which is wholly-owned by Guoco.

Guoco has been a significant and supportive shareholder of Rank since December 2007. The increased stake in Rank is consistent with Guoco's ongoing strategy of investing in market leaders in the global leisure sector. Guoco is pleased to have increased its investment in Rank, which Guoco believes has an excellent portfolio of businesses in the UK gaming sector, has a strong executive management team and is well-positioned for future growth. Guoco looks forward to continuing its existing relationship with Rank.

Immediately prior to the Acquisition, Guoco (through its wholly-owned subsidiary, Asia Fountain Investment Company Limited), was beneficially interested in 114,235,699 Rank Shares, representing approximately 29.3 per cent of Rank's issued share capital. At the date of this announcement and immediately following the Acquisition, AGIL is beneficially interested in 45,251,203 Rank Shares, representing approximately 11.6 per cent. of Rank's issued share capital. Accordingly, the Guoco Group is now interested in 159,486,902 Rank Shares, representing approximately 40.8 per cent. of Rank's issued share capital.

In accordance with the provisions of Rule 9 of the Code, AGIL also announces the terms of a cash offer to be made for all of the issued and to be issued share capital of Rank which is not already owned by the Guoco Group.

As required under Rules 9 and 10 of the Code, the Offer will, when formally made, be conditional only on the receipt of acceptances in respect of Rank Shares which, together with the Rank Shares acquired or agreed to be acquired before or during the Offer, will result in AGIL and persons acting in concert with it holding Rank Shares carrying more than 50 per cent. of the voting rights in Rank.

2. The Offer

The Offer, which will be subject to the terms to be set out in the Offer Document and the Form of Acceptance, will be made on the following basis:

for each Rank Share 150p in cash

The Offer values the whole of the existing issued share capital of Rank at approximately £585.8 million.

The Offer Price represents a premium of approximately 2.1 per cent. to the Closing Price of 146.9p of a Rank Share on 5 May 2011, the trading day immediately preceding the date of this announcement. 

The Rank Shares will be acquired by AGIL pursuant to the Offer fully paid with full title guarantee and free from all liens, charges, encumbrances, equitable interests, pre-emption rights and other interests and rights of whatsoever nature and together with all rights now or hereafter attaching thereto, including the right to receive and retain in full all dividends and other distributions (if any) declared, paid or made after the date of this announcement.

The Offer Document and (in the case of Rank Shareholders who hold their Rank Shares in certificated form) the Form of Acceptance containing the full terms and conditions of the Offer will be posted to Rank Shareholders (other than Rank Shareholders in a Restricted Jurisdiction) in due course.

The Offer Price is final and will not be increased.

3. Information on Rank

Rank is a European gaming company with a primary focus on casinos and bingo clubs in the United Kingdom.

For the year ended 31 December 2010, Rank had revenues of approximately £567.8 million and net profits (before exceptional items) of approximately £38.2 million. Rank reported average monthly employees across all segments of 8,937 in 2010.

In addition to operations in the United Kingdom, Rank has direct operations in Spain and Belgium and through its remote gaming business provides betting and gaming services.

4. Information on AGIL and Guoco

AGIL is a wholly-owned subsidiary of Guoco incorporated in the Cayman Islands. The Hong Leong Group owns approximately 71.5 per cent. of Guoco.

Guoco, listed on the Main Board of The Stock Exchange of Hong Kong Limited, is an investment holding and investment management company. Guoco's operating subsidiary companies and investment activities are principally located in Hong Kong, China, Singapore, Malaysia, Vietnam and the United Kingdom. Guoco's core areas of investment focus include principal investment, property development and investment, hospitality and leisure and financial services.

5. Guoco shareholders' approval

The Offer constitutes a Major Transaction for the purposes of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and is therefore subject to Guoco shareholders' approval. However, the Hong Leong Group has provided a written approval of the Offer, which satisfies this requirement, and so it is not necessary for Guoco to convene and hold a general meeting to approve the Offer.

6. Financing of the Offer

Evercore Partners Limited, financial adviser to AGIL, is satisfied that sufficient resources are available to AGIL to satisfy the cash consideration payable to Rank Shareholders in the event of full acceptance of the Offer.

7. Management, employees and locations

If the Offer becomes unconditional, the existing employment rights and terms and conditions of employment, including pension obligations, of employees of Rank will continue to be safeguarded. AGIL does not currently intend to make any material change in the conditions or location of employment of Rank employees, nor does it currently intend to change the location of Rank's places of business or redeploy Rank's fixed assets.

8. Listing

If the Offer becomes unconditional, AGIL intends that the listing of Rank Shares on the Official List and the admission to trading of Rank Shares on London Stock Exchange's main market for listed securities will continue.

However, should the Offer become unconditional and Rank no longer satisfies the requirements of Listing Rule 6.1.19, AGIL reserves the right to consider all options available to it, which may include the cancellation of the listing of Rank Shares on the Official List and the admission to trading of Rank Shares on London Stock Exchange's main market for listed securities and (if AGIL receives sufficient acceptances under the Offer) the exercise by AGIL of its rights pursuant to the provisions of sections 974 to 991 (inclusive) of the Companies Act 2006 compulsorily to acquire the remaining Rank Shares. Cancellation of the listing of the Rank Shares would significantly reduce the liquidity and marketability of Rank Shares in respect of which acceptances of the Offer are not submitted and the value of any such Rank Shares may be affected as a consequence.

9. Disclosure of interests in Rank and confirmation of Opening Position Disclosure

Immediately prior to the Acquisition, Guoco (through its wholly-owned subsidiary Asia Fountain Investment Company Limited) was beneficially interested in 114,235,699 Rank Shares, representing approximately 29.3 per cent of Rank's issued share capital. At the date of this announcement and immediately following the Acquisition, AGIL is beneficially interested in 45,251,203 Rank Shares, representing approximately 11.6 per cent. of Rank's issued share capital. Accordingly, the Guoco Group is now interested in 159,486,902 Rank Shares, representing approximately 40.8 per cent. of Rank's issued share capital.

Save for the interests disclosed above, neither AGIL, Guoco, AGIL's directors, Guoco's directors, the Hong Leong Group nor, so far as AGIL or Guoco is aware, any party acting in concert with AGIL or Guoco for the purposes of the Offer:

(i) has any interest in or right to subscribe for any relevant securities of Rank; or

(ii) has any short position in respect of relevant securities of Rank (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to take delivery; or

(iii) has borrowed or lent any relevant securities of Rank (save for any borrowed relevant securities of Rank which have been lent or sold).

Neither AGIL, Guoco, any of AGIL's directors, any of Guoco's directors, the Hong Leong Group nor, so far as AGIL or Guoco is aware, any person acting in concert with AGIL or Guoco for the purposes of the Offer has procured any irrevocable undertaking or letter of intent in respect of any relevant securities of Rank. There are no arrangements of the kind referred to in Note 11 on the definition of acting in concert in the Code which exist between AGIL, Guoco any of AGIL's directors, any of Guoco's directors or the Hong Leong Group (or, so far as AGIL or Guoco is aware, any person acting in concert with AGIL or Guoco for the purposes of the Offer) and any other person in relation to any relevant securities of Rank.

AGIL confirms that it is on the date of this announcement making an Opening Position Disclosure (as defined in the Code), which discloses the details required to be disclosed by it under Rule 8.1(a) of the Code. In the time available, it has not been practicable to make enquiries of all persons who may be deemed to be acting in concert with AGIL and Guoco in order to include any relevant details in respect of such persons in the Opening Position Disclosure and accordingly a further Opening Position Disclosure containing all relevant details will, if appropriate, be made as soon as possible hereafter.

10. Overseas Rank Shareholders

The availability of the Offer or the distribution of this announcement to Rank Shareholders who are not resident in the UK may be affected by the laws of relevant jurisdictions in which they are located. Rank Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities.

Rank Shareholders are advised to read carefully the Offer Document (together with, if they hold their Rank Shares in certificated form, the Form of Acceptance) once it has been despatched, which will contain further details in relation to overseas Rank Shareholders.

11. Rank Share Schemes

The Offer will extend to any Rank Shares issued or unconditionally allotted or issued fully paid (or credited as fully paid) after the date of this announcement and before the date the Offer closes (or such earlier date as AGIL may, subject to the Code and in accordance with the condition and further terms of the Offer, decide), including those Rank Shares allotted or issued as a result of the exercise or vesting of options or awards under the Rank Share Schemes.

If the Offer becomes unconditional, AGIL intends to make appropriate proposals to the holders of awards under the Rank Share Schemes to the extent that such awards have not vested and/or been exercised.

12. General

The Offer will be governed by English law and will be subject to the jurisdiction of the English courts. The Offer will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the Financial Services Authority.

The Offer Document and (in the case of Rank Shares held in certificated form) the Form of Acceptance will be posted to Rank Shareholders (other than Rank Shareholders in any Restricted Jurisdiction) as soon as practicable and in any event within 28 days of this announcement, except with the consent of the Panel.

Your attention is drawn to the further information contained in the Appendices to this announcement which form part of, and should be read in conjunction with, this announcement.

The Offer will be subject to the condition and certain further terms set out in Appendix 1. Appendix 2 contains the sources and bases of information used in the announcement. Appendix 3 contains definitions of certain terms used in this announcement.

Enquiries

Evercore Partners Limited

Edward Banks 020 7268 2700

College Hill

Matthew Smallwood 020 7457 2020

Justine Warren

This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in or into any jurisdiction in contravention of any applicable law. The Offer will be made solely by the Offer Document (together with, in the case of Rank Shares in certificated form, the Form of Acceptance), which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Rank Shareholders should carefully read the Offer Document (and, if they hold their Rank Shares in certificated form, the Form of Acceptance) in its entirety before making a decision with respect to the Offer.

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.

The Offer shall be made solely by AGIL and neither Evercore Partners Limited nor any of its affiliates are making the Offer.

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 will be 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 will not be 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.

Forward-looking statements

This announcement, including information included in this announcement, contains "forward-looking statements" concerning Guoco and the Guoco Group and Rank and the Rank Group that are subject to risks and uncertainties. Information in this announcement relating to Rank has been compiled from published sources. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Guoco Group's ability to control or estimate precisely, such as future market conditions, changes in regulatory environment and the behaviour of other market participants. Neither Guoco nor AGIL can give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this announcement. Neither Guoco nor AGIL undertakes any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.

Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of any member of the Guoco Group, the Rank Group or the enlarged Guoco Group following completion of the Offer unless otherwise stated.

Disclosure requirements under the Code

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

You should note that, for the purposes of the above summary of Rule 8 of the Code, neither AGIL nor the Guoco Group is treated as a paper offeror and therefore there is no requirement to disclose interests or dealings in shares of AGIL or the Guoco Group under Rule 8 of the Code.

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 9 May 2011.

APPENDIX 1 - THE CONDITION AND CERTAIN FURTHER TERMS OF THE OFFER

1. The condition of the Offer

The Offer will be subject to valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as AGIL may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of such number of Rank Shares which, together with the Rank Shares acquired or agreed to be acquired by AGIL or parties acting in concert with AGIL before or during the Offer Period (whether pursuant to the Offer or otherwise),will result in AGIL and any person acting in concert with it holding Rank Shares carrying more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Rank. For the purpose of this condition, Rank Shares which have been unconditionally allotted but not issued before the Offer becomes unconditional, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights which they will carry on issue.

2. Certain further terms of the Offer

The Offer will extend to all Rank Shares other than those already owned by the Guoco Group.

Rank Shares will be acquired by AGIL pursuant to the Offer fully paid with full title guarantee and free from all liens, charges, encumbrances, equitable interests, pre-emption rights and other interests and rights of whatsoever nature and together with all rights now or hereafter attaching thereto, including the right to receive and retain in full all dividends and other distributions (if any) declared, paid or made after the date of this announcement.

The Offer will lapse if, before 1.00 p.m. on the first closing date or the date when the Offer becomes unconditional, whichever is the later, the acquisition by AGIL of Rank is either referred to the Competition Commission or results in the European Commission, pursuant to Council Regulation (EC) 139/2004, initiating proceedings under Article 6(1)(c) or making a referral to a competent authority of the United Kingdom under Article 9(1).

If the Offer lapses it will cease to be capable of further acceptance and Rank Shareholders who have accepted the Offer and AGIL will then cease to be bound by acceptances delivered on or before the date on which the Offer lapses.

In deciding whether or not to accept the Offer in respect of their Rank Shares, Rank Shareholders should rely on the information contained in, and follow the procedures described in, the Offer Document and (if they hold their Rank Shares in certificated form) the Form of Acceptance which will be posted to Rank Shareholders in due course (other than to any Rank Shareholders with addresses in any Restricted Jurisdiction).

The Offer will be made on the terms and will be subject to the condition and terms which are set out in this Appendix 1, those terms which will be set out in the formal Offer Document and Form of Acceptance and such further terms as may be required to comply with the Code and applicable law.

The Offer will comply with the applicable rules and regulations of the UKLA, the London Stock Exchange and the Code. The Offer and any acceptances thereunder will be governed by English law and will be subject to the jurisdiction of the English Courts.

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within, any restricted Jurisdiction.

This announcement does not constitute an offer or invitation to purchase Rank Shares or any other securities.

APPENDIX 2 - BASES AND SOURCES OF INFORMATION

Information about Rank has been compiled from published sources.

Unless otherwise stated:

(a) financial information relating to Rank has been extracted or derived without material adjustment from the relevant audited annual accounts;

(b) references to the value of the Offer are based on there being 390,542,435 Rank Shares in issue (source: Regulatory News Service announcement dated 3 May 2011); and

(c) historic share prices are sourced from the Daily Official List and represent Closing Prices for Rank Shares on the relevant dates.

APPENDIX 3 - DEFINITIONS

The following definitions apply throughout this announcement: