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Discussions formally opened with 'certain interested parties'


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Following press speculation over the weekend, the board of The Rangers Football

Club plc ("RFC") confirms that it has been advised by Murray International

Holdings Limited ("MIH") that MIH has entered into discussions with certain

interested parties, including Andrew Ellis, about the interests of MIH in RFC

that may lead to an offer or offers for the entire issued share capital of the

Club. The board of RFC understands that discussions are at an early stage and

there can be no certainty that any offer will be made for the issued shares of

RFC. RFC has been in an offer period since its announcement of 26 October 2009.

 

In order to ensure the complete independence of the assessment of the merits

for RFC of any possible offer, the board of RFC has set up an independent

committee of the board (the "Independent Directors") comprising the Chairman

Alastair Johnston, John McClelland, Martin Bain, Donald McIntyre and John Greig

to consider the full implications of any future offer for RFC. The Independent

Directors will ensure that any possible offer for RFC is assessed on the merits

for RFC, its shareholders and all other stakeholders in RFC including

supporters. It is particularly important to the Independent Directors that any

possible offeror is able to demonstrate the capacity and commitment to provide

a stable and sustainable future for RFC and the Independent Directors will want

to understand fully the plans of any potential offeror in order to recommend

the action that shareholders should take. The Independent Directors exclude

Mike McGill and Donald Muir who are connected to MIH, and so have a potential

conflict of interest, and Dave King and Paul Murray about whose intentions

there has been past speculation that could lead to a perception of a possible

conflict of interest.

 

The board will keep all shareholders informed of further developments.

 

Contact:

 

Press Office, Rangers Football Club 0141 580 8606

(Mobile: 07899 948284)

 

The Independent Directors accept responsibility for the information contained

in this announcement and, to the best of their knowledge and belief (having

taken all reasonable care to ensure that such is the case) the information

contained in this announcement is in accordance with the facts and does not

omit anything likely to affect the import of such information.

 

Dealing Disclosure Requirements:

 

Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any

person is, or becomes, "interested" (directly or indirectly) in 1% or more of

any class of "relevant securities" of RFC, all "dealings" in any "relevant

securities" of RFC (including by means of an option in respect of, or a

derivative referenced to, any such "relevant securities") must be publicly

disclosed by no later than 3.30 pm (London time) on the London business day

following the date of the relevant transaction. This requirement will continue

until the date on which the offer becomes, or is declared, unconditional as to

acceptances, lapses or is otherwise withdrawn or on which the "offer period"

otherwise ends. If two or more persons act together pursuant to an agreement or

understanding, whether formal or informal, to acquire an "interest" in

"relevant securities" of RFC, they will be deemed to be a single person for the

purpose of Rule 8.3.

 

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant

securities" of

 

RFCby any offeror, or by any of their respective "associates", must be

disclosed by no later than 12.00 noon (London time) on the London business day

following the date of the relevant transaction.

 

A disclosure table, giving details of the companies in whose "relevant securities"

"dealings" should be disclosed, and the number of such securities in issue, can

be found on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk.

 

"Interests in securities" arise, in summary, when a person has long economic

exposure, whether conditional or absolute, to changes in the price of securities.

In particular, a person will be treated as having an "interest" by virtue of the

ownership or control of securities, or by virtue of any option in respect of, or

derivative referenced to, securities.

 

Terms in quotation marks are defined in the Code, which can also be found on the

Panel's website. If you are in any doubt as to whether or not you are required to

disclose a "dealing" under Rule 8, you should consult the Panel.

 

Interesting days ahead.

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Any opinions or insights Francois?

 

Like BD, I'm a bit sceptical over Greig's involvement but happy enough that others are not involved given their connotations to other organisations.

 

Interesting that Dave King and Paul Murray's informal bid now seems to have been confirmed officially.

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MIH has entered into discussions with certain

interested parties, including Andrew Ellis

 

This snippet was the most intriguing for me. This could mean Andrew Ellis and his consortium or it could mean discussions have opened with more than one interested party.

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