Scancell founder says the company is ready to commercialise novel medicines to counteract cancer. Watch the video here.

Less Ads, More Data, More Tools Register for FREE

Pin to quick picksRank Regulatory News (RNK)

Share Price Information for Rank (RNK)

London Stock Exchange
Share Price is delayed by 15 minutes
Get Live Data
Share Price: 72.20
Bid: 75.00
Ask: 78.80
Change: -1.80 (-2.43%)
Spread: 3.80 (5.067%)
Open: 72.20
High: 72.20
Low: 72.20
Prev. Close: 74.00
RNK Live PriceLast checked at -

Watchlists are a member only feature

Login to your account

Alerts are a premium feature

Login to your account

Posting of Offer Document

17 May 2011 10:10

RNS Number : 7330G
All Global Investments Limited
17 May 2011
 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

17 MAY 2011

MANDATORY CASH OFFER FOR

THE RANK GROUP PLC

BY

ALL GLOBAL INVESTMENTS LIMITED

Posting of Offer Document

On 6 May 2011 (the "Announcement Date"), All Global Investments Limited ("AGIL") (a wholly-owned subsidiary of Guoco Group Limited ("Guoco")) announced the terms of mandatory cash offer (the "Offer"), to acquire the entire issued and to be issued share capital of The Rank Group Plc ("Rank") which is not already owned by the Guoco Group. Under the terms of the Offer, in the event that the Offer becomes unconditional, Rank Shareholders will be entitled to receive 150p in cash for each Rank Share. The terms of the Offer value Rank's issued share capital at approximately £585.9 million.

AGIL announces that the offer document (the "Offer Document") containing the full terms of and conditions to, the Offer is being posted today to Rank Shareholders and, for information only, to holders of awards and/or options under the Rank Share Schemes, together with the Form of Acceptance (in the case of holders of Rank Shares in certificated form).

To accept the Offer, Rank Shareholders are advised to follow the instructions for acceptance of the Offer as set out in the Offer Document and (in the case of holders of Rank Shares in certificated form) the Form of Acceptance by no later than 1.00 p.m.(London time) on 7 June 2011.

The Offer Document will be available for inspection at the offices of Norton Rose LLP, 3 More London Riverside, London SE1 2AQ, during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) until the end of the Offer Period. In accordance with Rule 19.11 of the Code, the Offer Document will also be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection at www.guoco.com by no later than 12 noon on 18 May 2011 until the end of the Offer Period.

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

 

Enquiries

Evercore Partners Limited

 

Edward Banks

Telephone: +44 20 7268 2700

College Hill

 

Matthew Smallwood

Telephone: + 44 20 7457 2020

Justine Warren

Telephone: + 44 20 7457 2020

 

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 connection with the Offer and will not be responsible to anyone other than Guoco and AGIL for providing the protections afforded to clients of Evercore Partners Limited or for providing advice in relation to the Offer or any other matter referred to in this announcement.

Overseas Jurisdiction

The distribution of this announcement in jurisdictions other than the UK and the availability of the Offer to Rank Shareholders who are not resident in the UK may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the UK or Rank Shareholders who are not resident in the UK will need to inform themselves about, and observe any applicable requirements. Except as required by applicable law, copies of this announcement and all documents relating to the Offer are not being, and may not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction.

In particular, the Offer is not, unless decided otherwise by AGIL, being made in or into, and is not capable of acceptance in or from, any Restricted Jurisdiction. Persons receiving this announcement (including, without limitation, custodians, nominees or trustees) should observe these restrictions and should not send or distribute documents in or into any Restricted Jurisdiction.

This announcement has been prepared for the purpose of complying with English law and the City Code on Takeovers and Mergers (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.

Notice to US Holders

US Holders should note that the Offer relates to the shares of a UK company, is subject to UK disclosure requirements (which are different from those of the United States) and that the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the Code and the UK disclosure requirements, format and style, all of which differ from those in the United States. Financial information included in this announcement has been prepared, unless specifically stated otherwise, in accordance with accounting standards applicable in the UK and thus may not be comparable to the financial information of United States companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The Offer is being made in the United States pursuant to applicable US tender offer and securities laws and otherwise in accordance with the requirements of the Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedure and law.

The receipt of cash pursuant to the Offer by a US Holder may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of acceptance of the Offer.

It may be difficult for US Holders to enforce their rights and claims arising out of United States federal securities laws, since AGIL and Rank are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US Holders may not be able to sue a non-United States company or its officers or directors in a non-United States court for violations of United States securities laws. Further, it may be difficult to compel a non-United States company and its affiliates to subject themselves to a United States court's judgment.

To the extent permitted by applicable law, in accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"), AGIL or its nominees, or its brokers (acting as agents) or their respective affiliates, may from time to time make certain purchases of, or arrangements to purchase Rank Shares outside of the United States, other than pursuant to the Offer, until the date on which the Offer becomes effective, lapses or is otherwise withdrawn. 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, the rules of the London Stock Exchange and Rule 14e-5(b) of the US Exchange Act to the extent applicable. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm.

Disclosure requirements of the Code

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 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) the offeree company 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 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company 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% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company 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) the offeree company 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 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 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 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. 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.

In accordance with Rule 19.11 of the Code, a copy of this announcement will be available at www.guoco.comby no later than 12 noon on 18 May 2011.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
ODPKDLBFFEFBBBD
Date   Source Headline
16th May 20243:31 pmRNSLand-based legislative reforms consultation
1st May 20245:49 pmRNSHolding(s) in Company
30th Apr 20243:30 pmRNSHolding(s) in Company
18th Apr 20247:00 amRNSTrading Statement
20th Mar 20244:15 pmRNSDirector/PDMR Shareholding
2nd Feb 20243:15 pmRNSHolding(s) in Company
1st Feb 20247:00 amRNSHalf-year Report
5th Jan 202410:22 amRNSNotice of Results
20th Dec 20233:30 pmRNSDirector Declaration
30th Nov 20237:00 amRNSCapital Markets Event
19th Oct 20234:51 pmRNSResult of AGM
19th Oct 20237:00 amRNSTrading Statement
4th Oct 202310:00 amRNSDirector/PDMR Shareholding
25th Sep 20231:59 pmRNSDirector/PDMR Shareholding
19th Sep 202312:30 pmRNSNotice of AGM
24th Aug 20232:49 pmRNSDirector/PDMR Shareholding
17th Aug 20237:00 amRNSFinal Results
16th Aug 20234:38 pmRNSDirectorate Change
3rd Aug 20235:55 pmRNSNotice of Results
22nd Jun 20239:15 amRNSHolding(s) in Company
16th May 20233:06 pmRNSDirector/PDMR Shareholding
28th Apr 20237:00 amRNSGovernment's White Paper on gambling legislation
20th Apr 20237:00 amRNSTrading Statement
29th Mar 20234:35 pmRNSPrice Monitoring Extension
17th Feb 20234:16 pmRNSDirector/PDMR Shareholding
16th Feb 20231:20 pmRNSDirector/PDMR Shareholding
26th Jan 20237:00 amRNSHalf-year Report
6th Jan 20231:09 pmRNSNotice of Results
16th Dec 20227:00 amRNSTrading Statement
23rd Nov 20222:41 pmRNSDirectorate Change
4th Nov 20224:00 pmRNSDirector Declaration
3rd Nov 20222:24 pmRNSHolding(s) in Company
24th Oct 20224:41 pmRNSSecond Price Monitoring Extn
24th Oct 20224:36 pmRNSPrice Monitoring Extension
21st Oct 20224:35 pmRNSPrice Monitoring Extension
20th Oct 20226:17 pmRNSDirector/PDMR Shareholding (Correction)
20th Oct 20224:38 pmRNSDirector/PDMR Shareholding
18th Oct 20229:39 amRNSDirector/PDMR Shareholding
13th Oct 20224:39 pmRNSResult of AGM
13th Oct 20227:00 amRNSTrading Statement
5th Oct 20225:50 pmRNSDirector/PDMR Shareholding
30th Sep 20222:45 pmRNSDirector/PDMR Shareholding
16th Sep 20227:00 amRNSPublication of Sustainability Report 2022
13th Sep 20222:00 pmRNSNotice of AGM
18th Aug 20227:00 amRNSFinal Results
3rd Aug 20227:00 amRNSNotice of Results
23rd Jun 20227:00 amRNSDirectorate Change
20th Jun 20227:00 amRNSTrading Statement
1st Jun 20224:25 pmRNSDirector/PDMR Shareholding
19th May 20227:00 amRNSHolding(s) in Company

Due to London Stock Exchange licensing terms, we stipulate that you must be a private investor. We apologise for the inconvenience.

To access our Live RNS you must confirm you are a private investor by using the button below.

Login to your account

Don't have an account? Click here to register.

Quickpicks are a member only feature

Login to your account

Don't have an account? Click here to register.