THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
THE OFFER IS BEING MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND CONDITIONS OF THE OFFER, AND, IN THE CASE OF RIFC SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY DECISION, ACCEPTANCE OR APPROVAL IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE (IF APPLICABLE). RIFC SHAREHOLDERS ARE ADVISED TO READ CAREFULLY THE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE ONCE THEY HAVE BEEN RECEIVED.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
25 JANUARY 2019
FINAL MANDATORY CASH OFFER
RANGERS INTERNATIONAL FOOTBALL CLUB PLC
LAIRD INVESTMENTS (PTY) LTD
Posting of Offer Document
Laird is pleased to announce that the offer document (the “Offer Document”) in respect of its final mandatory cash offer to acquire the entire issued ordinary share capital of RIFC other than those ordinary shares already held by New Oasis Asset Limited or other members of the King Concert Party. The Offer Document and the Form of Acceptance will be posted to and made available on RIFC’s website at https://rangers.co.uk/club/investor-centre/shareholder-centre/ to RIFC Shareholders except those resident in Restricted Jurisdictions.
The Offer Document also sets out the views of the Independent Directors of RIFC in respect of the Offer.
The Offer will remain open for acceptance until 1.00 pm (London time) on 15 February 2019.
Unless otherwise defined in this Announcement, capitalised terms defined in the Offer Document have the same meanings in this Announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Any Opening Position Disclosures and Dealing Disclosures required under Rule 8 of the Code may be made to RIFC by email to [email protected] and will be published on RIFC’s website at https://rangers.co.uk/club/investor-centre/shareholder-centre/circulars-admission-document/. A copy must also be sent to the Panel’s Market Surveillance Unit by email to [email protected].
You should note that, for the purposes of the above summary of Rule 8 of the Code, Laird is not treated as a securities exchange offeror and therefore there is no requirement to disclose interests or dealings in shares of Laird under Rule 8 of the Code.
In accordance with Rule 26.1 of the Code, a copy of this announcement is available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on the RIFC website at https://rangers.co.uk/club/investor-centre/shareholder-centre/ promptly and in any event by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, neither the contents of such website nor the content of any other websites referred to in this announcement or accessible from hyperlinks on such websites are incorporated into, or form part of, this announcement.
RIFC Shareholders may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by calling RIFC on +44 (0)371 702 1972. It is important that RIFC Shareholders note that unless a request is made, a hard copy of this announcement and any such information incorporated by reference in it will not be sent. RIFC Shareholders may also request that all future documents, announcements and information in relation to the Offer be sent in hard copy form.