Form 8 (OPD) The Rank Group plc

RNS Number : 4054G

Rank Group PLC

05 August 2016

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	The Rank Group Plc AND 888 Holdings plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	The Rank Group Plc
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:      The latest practicable date prior to the disclosure	4 August 2016
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	YES - the Discloser is also  making disclosures in respect of 888 Holdings plc and William Hill Plc on 5 August 2016

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	Ordinary 13 8/9 pence shares
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	nil	0	nil	0
(2) Cash-settled derivatives:	nil	0	nil	0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	nil	0	nil	0
TOTAL:	nil	0	nil	0

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	None
Details, including nature of the rights concerned and relevant percentages:	None

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

i.          Ordinary shares of 13 8/9  pence each held by directors of The Rank Group Plc or 888 Holdings plc

Class of relevant security:	Ordinary shares of 13 8/9 pence each
	Number of Shares	%
The Rank Group Plc - Directors
Henry Birch	100,000	0.03
Ian Burke	763,556	0.20
Clive Jennings	62,500	0.02
Richard Kilmorey	21,100	0.01
Owen O'Donnell	21,224	0.01

ii.         Options and awards held by directors of The Rank Group Plc or 888 Holdings plc

Name of Director holding Options	Name of Plan	Shares in respect of which options granted	Exercise Date / Vesting Date
Options and Awards held by The Rank Group Plc directors1:
Henry Birch	The Rank Group Plc  2010 Long-Term Incentive Plan	1,373,684	See footnote 1
Clive Jennings	The Rank Group Plc  2010 Long-Term Incentive Plan	607,895	See footnote 1.
Total:		1,981,579

¹ Contingent share awards made under The Rank Group Plc 2010 Long-Term Incentive Plan. There is no exercise price as they are contingent share awards. If the performance conditions are satisfied over the course of the performance period (1 July 2014 to 30 June 2017) the vesting dates would be as follows:

·      1 December 2017 - 45%

·      1 December 2018 - 30%

·      1 December 2019 - 25%

iii.        Ordinary Shares of 13 8/9 pence held by other Concert Parties of The Rank Group Plc or 888 Holdings plc

Name of Entity(ies)/Person(s)	Name of Company		Type of securities	Number of securities	%
Subsidiaries of Guoco Group
Rank Assets Limited	The Rank Group Plc		Ordinary shares	203,289,921	52.03
Subsidiaries of Hong Leong Group
GuoLine Overseas Limited		The Rank Group Plc	Ordinary shares	15,830,300	4.05
Assets Nominees (Tempatan) Sdn Bhd acting in its capacity as trustee for HL Management Co Sdn Bhd2		The Rank Group Plc	Ordinary shares	300,000	0.08
Directors of Guoco Group and its subsidiaries
Quek Leng Chan	The Rank Group Plc		Ordinary shares	285,207	0.07
Chaghese Limited (wholly owned by Quek Leng Chan)	The Rank Group Plc		Ordinary shares	162,000	0.04
Kwek Leng Hai	The Rank Group Plc		Ordinary shares	1,026,209	0.26
Tan Lim Heng	The Rank Group Plc		Ordinary shares	152,882	0.04
Kwek Leng San	The Rank Group Plc		Ordinary shares	56,461	0.01
Lim Chew Yan	The Rank Group Plc		Options over Rank shares	100,000	-
Tang Hong Cheong	The Rank Group Plc		Options over Rank shares	200,000	-
Directors of Hong Leong Group
Poh Soon Sim	The Rank Group Plc		Ordinary shares	10,800	0.00
Others
Quek Leng Chye (close relative of Quek Leng Chan)	The Rank Group Plc		Ordinary shares	4,540	0.00

² These shares are held on trust to satisfy the options granted to Lim Chew Yang and Tang Hong Cheong (see below).

iv.        Non-exempt Ordinary Shares of 13 8/9 pence held by Numis Securities Limited

Class of relevant security:	Ordinary shares of 13 8/9 pence each
	Number of Shares	%
Numis Securities Ltd	Nil	Nil

v.         Non-exempt Ordinary Shares of 13 8/9 pence held by Peel Hunt LLP

Class of relevant security:	Ordinary shares of 13 8/9 pence each
	Number of Shares	%
Peel Hunt LLP	Nil	Nil

vi.        Non-exempt Ordinary Shares of 13 8/9 pence held by Morgan Stanley

Class of relevant security:	Exposure Type	Amount
Morgan Stanley	Equity	Nil
	Counterparty Exposure	No Counterparty Exposure, No Primary Lending Exposure

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None.

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None.

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	5 August 2016
Contact name:	Frances Bingham / Gil White
Telephone number:	+ 44 1628-504-259 / [phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [e-mail].  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END

 

 

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