Rank Regulatory News (RNK)

The Rank Group Plc

- Documents re: 2012 AGM

The Rank Group Plc ("Rank") announces that the following documents are now available on its website at www.rank.com/investors/agm.jsp:

§ Notice of 2012 annual general meeting

§ Proxy form

§ 2011/12 annual report and financial statements

Printed copies of these documents are being posted today to those of Rank's shareholders who have requested hard copies.

In addition, a copy of Rank's shareholder notification of online publication of its notice of 2012 annual general meeting and 2011/12 annual report and financial statements is also available on its website www.rank.com/investors/agm.jsp.

A printed copy of this document together with the proxy form are also being posted today to those of Rank's shareholders who have not elected for electronic communications and who have not requested hard copy documentation.

Copies of all the above documents have been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do

In accordance with DTR 6.3.5, this announcement contains information in the attached appendix of the principal risk factors, a responsibility statement and details of related party transactions which has been extracted in full unedited text from Rank's annual report and financial statements for the 18 months ended 30 June 2012. Where page numbers and notes are mentioned in the appendix these refer to page numbers and notes in the annual report and financial statements 2011/12. A condensed set of financial statements were appended to Rank's preliminary announcement of its 2011/12 results issued on 17 August 2012.

19 September 2012

Website: www.rank.com

APPENDIX

UNEDITED EXRACT FROM ANNUAL REPORT AND ACCOUNTS 2011/12

Principal risks and uncertainties

We outline below in more detail what we are doing to address our principal risks. The key financial risks facing the Group can be found on page 51.

Taxation and regulation

Adverse change (fiscal and regulatory) in legislation continues to be our biggest risk.

Changes in political and social attitudes to gambling in our key markets and negative publicity surrounding the gambling industry could negatively influence regulators' perception of gambling and could lead to increased gambling regulation. This could have an adverse effect on our business and profitability and prevent us from providing gambling services.

We are subject to gambling taxation and levies in Great Britain and the other countries in which we operate. Any increases in the levels of taxation or levies to which we are subject, or the implementation of any new taxes or levies to which we will be subject, could have a material adverse effect on our business, financial condition and results of operations. For further information please see our tax fact file on page 52. 

We participate actively in trade bodies' presentations to Government and opposition parties. As we have done in previous years, during the period under review we have arranged key stakeholder familiarisation visits to some of our sites in order that stakeholders can have an opportunity to see our businesses in operation. This enables stakeholders to gain a better understanding of the positive effect of our business activities, including the provision of a safe environment within which adults can enjoy gambling, the creation of employment and the generation of revenues for the Exchequer.

IT security

We are highly dependent on technology and advanced information systems and our systems may fail or be vulnerable to hacker intrusion, malicious viruses and other cyber crime attacks. Distributed denial-of-service attacks and other forms of cyber crime, such as attempts by computer hackers to gain access to our systems and databases for the purposes of manipulating results and/or stealing personal information of our customers, may cause systems failure, business disruption and have materially adverse effects on our financial condition. Whilst we employ prevention measures, such attacks are by their nature technologically sophisticated and may be difficult or impossible to detect and defend. If our prevention measures should fail or be circumvented, our reputation may be harmed and current or potential customers may be deterred from using our services, which in turn could have a material adverse effect on our financial condition.

We have policies and procedures in place to safeguard our customer data and to respond swiftly to breaches and attempted breaches of the Group's IT systems. Systems penetration testing is carried out regularly and our IT policies and procedures are regularly reviewed in the light of developments. We continue to increase our IT security resource as our brands grow online and as we deploy more technology in our clubs.

External events

Customers may be prevented or deterred from accessing our clubs due to factors such as extreme weather, illness or disease epidemics, terrorist threats, strikes and public transport system failures. Whilst these matters are outside our direct sphere of influence, we continue to work hard to better prepare ourselves for such eventualities, particularly in terms of co-ordinating with our interactive businesses and making sure that employees can get to work.

Loss of licences

Rank's gaming licences are fundamental to its operation and therefore the loss of them would be catastrophic for Rank. This fact has fostered a heavily compliant culture within Rank. Rank has a dedicated compliance function that is independent of operations and a separate internal audit function that is independent of both operations and the compliance function. Rank maintains a strong and open relationship with the Gambling Commission, the body responsible for regulating commercial gambling in the United Kingdom. Since entering the online gaming market, Rank has worked hard to build a similarly strong and open relationship with the Alderney Gambling Control Commission, which is responsible for the regulation of eGambling in the States of Alderney. Our responsible gambling and anti money laundering review committees meet quarterly to review topical issues, trends and statistics and their findings are reported to our audit committee. We also have a director of security who is supported by an experienced security team who have built informal relationships with police forces in the areas in which we operate so that if problems arise there are open channels of communication.

Economic environment

The uncertain economic environment, higher indirect taxation and public sector job cuts could adversely affect our customers' expenditure on leisure activities and we therefore monitor customer spending closely. We are constantly looking to identify ways to improve our offer so that we become our customers' leisure destination of choice. We maintain a programme of active engagement with members of our banking panel and we check the bond and debt markets regularly for availability so that we can move quickly should they show signs of tightening.

DIRECTORS' RESPONSIBILITY STATEMENT

Each of the directors named on pages 56 and 57 confirms that to the best of his knowledge:

§ the financial statements, prepared in accordance with IFRS as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Company and the undertakings included in the consolidation taken as a whole; and

§ the directors' report (which incorporates the Group operating and financial review) includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the risks and uncertainties that they face.

RELATED PARTIES

Group

Details of compensation of key management are disclosed in note 26.

Entities with significant influence over the Group

On 7 June 2011, Guoco Group Limited (Guoco), a company incorporated in Bermuda, and listed on the Hong Kong stock exchange, acquired a controlling interest in The Rank Group Plc. At 30 June 2012, Guoco owned 74.5% of the Company's shares through a wholly owned subsidiary undertaking, Rank Assets Limited. The ultimate parent undertaking of Guoco is Hong Leong Company (Malaysia) Berhad which is incorporated in Malaysia.

Tim Scoble and Mike Smith were appointed as non-executive directors by shareholders at the Company's annual general meeting on 22 April 2010 as appointees of Guoco. Mike Smith resigned as a director with effect from 30 April 2011 and Tim Scoble became independent on 30 April 2012. During the 18 months ended 30 June 2012, payments of £63,333 (12 months ended 31 December 2010: £52,575) were made to Guoco controlled companies in relation to their fees.

Company

The following transactions with subsidiaries occurred in the period:

During the period, Rank Group Finance Plc, a subsidiary of the Company, provided additional cash to the Company of £22.8m (2010 £8.1m).