Sch 1 - Rangers International Football Club plc

Regulatory Story

Company	AIM
TIDM
Headline	Sch 1 - Rangers International Football Club plc
Released	09:56 05-Dec-2012
Number	7840S09

RNS Number : 7840S

AIM

05 December 2012

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Rangers International Football Club plc

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Ibrox Stadium, 150 Edmiston Drive, Glasgow, G51 2XD

COUNTRY OF INCORPORATION:

Scotland

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.Rangers.co.uk (available upon admission)

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Rangers International Football Club plc following admission will own and operate Rangers Football Club Limited. Rangers Football Club, based in Scotland, has become one of the world's most successful clubs, having won 54 League titles, 33 Scottish Cups, 27 League Cups and the European Cup Winners' Cup in 1972. Playing at the 50,987 seater Ibrox Stadium, Scotland, and benefitting from the world class 37 acre Murray Park training facility, the club has been a dominant force in Scottish football for decades.

The club generates revenues from match-day sales, broadcasting rights, retail and merchandising as well as other media rights.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Ordinary shares of 1 penny each at an issue price of 70 pence.

The shares are freely transferable and have no restrictions placed on them.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Up to £27 million to be raised on admission through the placing and public offer. Anticipated market capitalisation £50 million (assuming subscription in full of the public offer).

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

TBA

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

None

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Malcolm Alexander Murray (Non-Executive Chairman)

Charles Alexander Green (Chief Executive Officer)

Brian Stockbridge (Finance Director)

Walter Smith (Non-Executive Director)

James Ian Henderson Hart (Non-Executive Director)

Philip Cartmell (Non-Executive Director)

Frederick Bryan Smart (Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Upon admission, Rangers International Football Club plc will acquire Rangers Football Club Limited on the basis of a one for one share exchange and after admission Rangers International Football Club plc will be the holding company for the group.

Before Admission

Rangers Football Club Limited - the current operating business

Shareholder	No of Ordinary Shares	Percentage
Charles Green	5,000,200	14.96%
Blue Pitch Holding	4,000,000	11.97%
Mike Ashley	3,000,000	8.98%
Margarita Funds Holding Trust	2,600,000	7.78%
Richard Hughes	2,200,000	6.58%
Imran Ahmad	2,200,000	6.58%
Craig Mather	1,800,000	5.39%
Norne Anstalt	1,200,000	3.59%

Rangers International Football Club plc - the holding company of the group following admission

FFW Secretaries Limited - 100%

After Admission

Rangers International Football Club plc which will own Rangers Football Club Limited (assuming no take-up under the public offer)

Shareholder	No of Ordinary Shares	Percentage
Charles Green	5,000,200	8.67%
Hargreave Hale Limited	4,949,000	8.58%
Artemis Investment Management LLP	4,286,000	7.43%
Blue Pitch Holding	4,000,000	6.94%
Mike Ashley	3,000,000	5.20%
Margarita Funds Holding Trust	2,600,000	4.51%
Cazenove Capital Management Limited	2,450,000	4.25%
Richard Hughes	2,200,000	3.82%
Imran Ahmad	2,200,000	3.82%
Legal & General Investment Management Limited	2,000,000	3.47%
Insight Investment Management (Global) Limited	1,900,000	3.30%
Craig Mather	1,800,000	3.12%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 30 June

(ii) 31 August 2012

(iii) 31 March 2013, 31 December 2013, 31 March 2014

EXPECTED ADMISSION DATE:

19 December 2012

NAME AND ADDRESS OF NOMINATED ADVISER:

Cenkos Securities plc, 6.7.8 Tokenhouse Yard, London EC2R 7AS

NAME AND ADDRESS OF BROKER:

Cenkos Securities plc, 6.7.8 Tokenhouse Yard, London EC2R 7AS

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Ibrox Stadium

Glasgow G51 2XD

The Admission Document will contain full details about Rangers International Football Club plc and the admission of its securities.

DATE OF NOTIFICATION:

5 December 2012

NEW/ UPDATE:

New

This information is provided by RNS

The company news service from the London Stock Exchange

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