Business
SEC De-registatration
SEC De-registatration.
About this update from Rank Group Plc
[{"type":"text","content":"\n Rank Group PLC\n07 April 2006\n\n7 April 2006\n\n\n\n\n\n The Rank Group Plc\n\n Certification as to De-registration of Rank Ordinary Shares from\n\n the US Securities and Exchange Commission\n\n\nOn 3 March 2006, The Rank Group Plc ('Rank' or the 'Company') confirmed its\nintention to commence exercising the compulsory transfer provisions contained in\nthe Company's Articles of Association to reduce the number of US resident\nshareholders on its share register to below three hundred and thereafter\nterminate registration of its ordinary shares with the US Securities and\nExchange Commission ('SEC'), under the Securities Exchange Act of 1934 (as\namended).\n\nRank now announces that, as of 7 April 2006, it filed a Form 15 with the SEC to\nterminate the SEC registration of its ordinary shares and a Form 15 to suspend\nits SEC reporting obligations in relation to its debt securities previously\nregistered under the US Securities Act of 1933 (as amended) (the 'Securities\nAct'). SEC de-registration will occur 90 days after 7 April 2006 or such shorter\nperiod as the SEC may determine. On filing of the form, Rank's obligations to\nfile certain forms and reports with the SEC, including Forms 20-F and 6-K, were\nsuspended.\n\nUnder currently applicable SEC regulations, after the de-registration takes\neffect, the number of Rank's US resident shareholders must remain below 300 at\neach financial year-end to avoid re-commencement of SEC reporting and other\napplicable US obligations. Rank's Articles of Association give the Company's\nDirectors the ability to limit the number of Rank's US resident shareholders for\nthis purpose. Pursuant to the Articles of Association, Rank's Board may, from\ntime to time, require US resident shareholders, whether holding directly or\nthrough nominees, to sell their shares in order to be satisfied that their\nnumber is less than 300 at each financial year end. Furthermore, the number of\nUS residents holding debt securities of Rank previously registered under the\nSecurities Act must also remain below 300 at each financial year-end to avoid\nre-commencement of SEC reporting obligations.\n\nOn 23 December 2005, the SEC published a proposed rule that introduces new\ncriteria to make it easier for foreign private issuers such as Rank to\nde-register from the SEC. Finalisation of this proposed rule is lik...