Rank Group PLC
07 April 2006
7 April 2006
The Rank Group Plc
Certification as to De-registration of Rank Ordinary Shares from
the US Securities and Exchange Commission
On 3 March 2006, The Rank Group Plc ('Rank' or the 'Company') confirmed its
intention to commence exercising the compulsory transfer provisions contained in
the Company's Articles of Association to reduce the number of US resident
shareholders on its share register to below three hundred and thereafter
terminate registration of its ordinary shares with the US Securities and
Exchange Commission ('SEC'), under the Securities Exchange Act of 1934 (as
amended).
Rank now announces that, as of 7 April 2006, it filed a Form 15 with the SEC to
terminate the SEC registration of its ordinary shares and a Form 15 to suspend
its SEC reporting obligations in relation to its debt securities previously
registered under the US Securities Act of 1933 (as amended) (the 'Securities
Act'). SEC de-registration will occur 90 days after 7 April 2006 or such shorter
period as the SEC may determine. On filing of the form, Rank's obligations to
file certain forms and reports with the SEC, including Forms 20-F and 6-K, were
suspended.
Under currently applicable SEC regulations, after the de-registration takes
effect, the number of Rank's US resident shareholders must remain below 300 at
each financial year-end to avoid re-commencement of SEC reporting and other
applicable US obligations. Rank's Articles of Association give the Company's
Directors the ability to limit the number of Rank's US resident shareholders for
this purpose. Pursuant to the Articles of Association, Rank's Board may, from
time to time, require US resident shareholders, whether holding directly or
through nominees, to sell their shares in order to be satisfied that their
number is less than 300 at each financial year end. Furthermore, the number of
US residents holding debt securities of Rank previously registered under the
Securities Act must also remain below 300 at each financial year-end to avoid
re-commencement of SEC reporting obligations.
On 23 December 2005, the SEC published a proposed rule that introduces new
criteria to make it easier for foreign private issuers such as Rank to
de-register from the SEC. Finalisation of this proposed rule is likely to take
several months and it is not possible to be certain what form any new criteria
will finally take. It is possible the new criteria will not require Rank to
maintain the number of its US-resident shareholders at below 300 at each
financial year-end in order to avoid re-commencement of registration
obligations. The Company will keep the position under review.
Enquiries:
Pamela Coles, Company Secretary Tel: +44 (0) 20 7706 1111
The Rank Group Plc
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