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- Guoco Group Limited dividend in specie of Rank shares
As previously announced, under Listing Rule 6.1.19, the shares in Rank held by Hong Leong Company (Malaysia) Berhad ("Hong Leong") and Prudential plc and subsidiary companies may not be regarded as being in public hands. This means that the number of Rank shares currently held by the public is below the 25% threshold required under the Listing Rules.
Rank notes yesterday's announcement by Hong Leong's subsidiary, Guoco Group Limited ("Guoco"), that it has declared a special interim dividend in specie of approximately 88.84 million Rank shares representing 22.74% of Rank (the "Distribution"), such Distribution to be made on a date in or around the end of August 2013.
Rank understands that the Distribution is expected to reduce the overall interest of Hong Leong in Rank shares from approximately 74.5% to approximately 68.6%.
The text of Guoco's announcement is set out below.
4 July 2013
The Rank Group Plc
Ian Burke, chairman and chief executive +44 1628 504 250
Frances Bingham, company secretary +44 1628 504 269
Sarah Powell, director of investor relations +44 1628 504 303
Peel Hunt, corporate broker to Rank
Dan Webster +44 20 7418 8869
FTI Consulting, PR adviser to Rank
Edward Bridges +44 20 7269 7147
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
SPECIAL INTERIM DIVIDEND IN SPECIE
FOR THE YEAR ENDED 30 JUNE 2013
CLOSURE OF REGISTER OF MEMBERS
Special Interim Dividend in Specie
The board of directors of Guoco Group Limited (the "Company") declared on 3 July 2013 a special interim dividend in respect of the financial year ended 30 June 2013 to be effected by way of a distribution in specie of approximately 88.84 million shares representing approximately 22.74% of the issued share capital of The Rank Group Plc ("Rank") (the "Distribution") to the shareholders of the Company (the "Shareholders") whose names appear on the register of members of the Company at the close of business on 18 July 2013 (the "Record Date"). Rank will remain a subsidiary of the Company which will hold approximately 51.76% of the issued share capital of Rank after the Distribution.
Rank is currently a 74.5% owned subsidiary of the Company and the shares of which are listed on the London Stock Exchange. Following the purchase of shares in Rank by certain institutional investors whose shareholding in Rank increased to above 5%, Rank has been technically in breach of the minimum free float requirement of 25% under the listing rules imposed by the UK Listing Authority. Currently, the shareholding of Rank held in public hands is 18.45%.
The Distribution will help increase the public float of Rank and allow the Shareholders to benefit directly from the investment value of Rank. Eligible Shareholders will receive 0.27 ordinary share of par value of 138/9 pence in Rank ("Rank Share") for every one ordinary share in the Company held by them. For reference purpose only, based on the closing price of 153.5 pence per Rank Share as at 2 July 2013 and the exchange rate of GBP1:HK$11.7517, the distribution of 0.27 Rank Share would represent a value of approximately HK$4.87.
The special interim dividend in specie is targeted to be distributed on a date in or around the end of August 2013 to those Shareholders whose names appear on the register of members of the Company at the close of business on the Record Date.
An informational circular containing details of the Distribution, including the arrangements regarding the means of Distribution, fractional entitlements and overseas Shareholders' entitlements, the arrangements for the sale of shares in Rank in the market and the time table of the Distribution will be despatched to the Shareholders in due course.
Information on Rank
Rank, incorporated in England and Wales, is a leading European gaming company headquartered in Great Britain. Its principal activities are the operation of casinos and bingo clubs with complementary digital gaming. Its operations include Grosvenor Casinos (54 casinos in Great Britain and 2 in Belgium); Mecca (97 bingo clubs in Great Britain); and enRacha (11 premium bingo clubs in Spain).
Closure of Register of Members
The register of members of the Company will be closed on Thursday, 18 July 2013, on which date no transfer of shares will be registered. In order to qualify for the special interim dividend in specie, all share transfers, accompanied by the relevant share certificates, must be lodged with the Company's Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 17 July 2013.
As at the date of this announcement, the board of directors of the Company comprises Mr. Quek Leng Chan as Executive Chairman; Mr. Kwek Leng Hai as President and CEO; Mr. Tan Lim Heng as executive director; Mr. Kwek Leng San as non-executive director, and Mr. Volker Stoeckel and Mr. Roderic N. A. Sage as independent non-executive directors.
By order of the Board
Stella Lo Sze Man
Hong Kong, 3 July 2013
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