Rank is worth substantially more than 150p per share ... - Rank Group

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zz) (iv) Genting / Stanley Leisure (October 2006): the multiple of 16.4x EBITDA for the twelve months ended 30 April 2006 is based on a transaction value of £690.6m, an offer price of 860p sourced from Genting International Plc’s announcement dated 11 September 2006, Stanley Leisure’s issued and to be issued share capital of 74,313,150 (including 3,766,993 of options) sourced from Genting International Plc’s announcement dated 11 September 2006 and Stanley Leisure’s annual report for the year ended 30 April 2006 and Stanley Leisure’s net debt of £51.5m proforma for the receipt of options proceeds relating to the outstanding options sourced from Genting’s announcement dated 11 September 2006 and the weighted average exercise price sourced from Stanley Leisure’s annual report for the year ended 30 April 2006. The underlying EBITDA for the year ended 30 April 2006 is sourced from Stanley Leisure’s annual report for the year ended 30 April 2006; (v) Genting Malaysia / Genting Singapore (July 2010) multiple of 13.9x EBITDA for the twelve months ended 31 December 2009 is based on a transaction value of £340.0m and a net debt of £85.9m sourced from Genting Malaysia’s announcement dated 1 July 2010. The underlying EBITDA is sourced from the Companies House reports relating to the operating entities acquired (Coastbright Limited, Genting International Investment Properties (UK) Limited and Genting UK PLC (formerly Genting Stanley PLC)) as quoted in Genting Malaysia’s announcement dated 1 July 2010 for the year ended 31 December 2009; and (vi) The median of UK Leisure deals relates to all acquisitions in the gaming and leisure sector involving a UK target and where the transaction value is in excess of $250m and is sourced from SDC. The reference to the typical premium paid for control in the UK relates to the average premia to the undisturbed share price in all deals involving a UK public target (including deals where the acquirer increases its stake to above 50% without acquiring all outstanding shares) for the five years ending 23 May 2011 and where the transaction value is in excess of $500m and are sourced from the announcements related to the relevant transactions. aaa) The quotes presented on page 17 are sourced from analyst research reports referred to in note (m) above. 24
Additional Information 1. Responsibility for Information The Independent Directors, accept responsibility for the information contained in this document, except that the only responsibility accepted by them in respect of the information contained in this document relating to Guoco Group, its subsidiary undertakings and the directors of Guoco Group and/or any such subsidiary undertakings, which has been compiled from published sources, is to ensure that such information has been correctly and fairly reproduced and presented. Subject to the aforesaid, to the best of the knowledge and belief of the Independent Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of that information. The “Independent Directors” are the Directors of Rank, whose names are set out in paragraph 4 below, except for Tim Scoble. Tim Scoble is a non-executive director of Rank and acts, and has done so since his appointment, as a representative of Guoco Group on Rank’s Board. To manage this conflict of interest, Tim Scoble has not participated, and will not participate, in the Board’s discussions or receive any information in relation to the Offer. Tim Scoble does not, therefore, accept responsibility for the views and opinions of the Independent Directors of Rank in relation to the Offer as set out in this document. 2. Company Details Rank is a public limited company which is listed on the premium segment of the Official List maintained by the Financial Services Authority and traded on the main market for listed securities of the London Stock Exchange. Rank is incorporated and domiciled in England and Wales under registration number 03140769. The address of its registered office is Statesman House, Stafferton Way, Maidenhead, Berkshire, SL6 1AY. 3. Background to the Offer This document relates to the unsolicited offer by AGIL, a controlled undertaking of Guoco Group, as disclosed in the Offer Document. The purpose of the Offer, as stated by AGIL in the Offer Document, is to acquire control of the entire voting share capital of Rank. For a full description of the terms and conditions of the Offer, please refer to the Offer Document. 4. Directors Director Peter Johnson Ian Burke Paddy Gallagher Richard Greenhalgh Owen O’Donnell Tim Scoble Bill Shannon John Warren Role Chairman Chief Executive Finance Director Senior Independent Director Independent Non-Executive Director Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director By a letter dated 12 May 2011, Rank imposed certain restrictions on Tim Scoble’s directorship for the duration of the Offer Period in order to manage Tim Scoble’s conflict of interest, as a representative of Guoco Group on Rank’s Board. The restrictions prevent Tim Scoble from (i) attending any Board meetings held during the Offer Period the purpose of which relates to the Offer, (ii) receiving any materials provided to the Board which relate to the Offer, and (iii) sharing any of Rank’s confidential information with Guoco Group, regardless of whether such information relates to the Offer. 25
Page 1 and 2: the rank group plc Rank is worth su
Page 3 and 4: RANK IS WORTH SUBSTANTIALLY MORE TH
Page 5 and 6: We believe that these opportunities
Page 7 and 8: Good Positions in Attractive Market
Page 9 and 10: Driving Value Creation … Has Deli
Page 11 and 12: 3 Capital Investment to Extend Reac
Page 13 and 14: 7 Significant Upside from Confirmat
Page 15 and 16: … And Drive Shareholder Returns R
Page 17 and 18: …And is Inadequate Compared to Re
Page 19 and 20: Entertaining People Entertaining fo
Page 21 and 22: (i) (ii) The value of £592.7m for
Page 23: management. The references to onlin
Page 27 and 28: (vii) “Guoco Group relevant secur
Page 29 and 30: (d) (e) General Save as disclosed i
Page 31 and 32: 7. Material Contracts Rank entered
Page 33 and 34: “Offer” “Offer Document”
Page 35 and 36: Keep your shares in Rank For furthe

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