THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (“FSMA”), if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. The whole text of this Document should be read and in particular your attention is drawn to the section entitled “Risk Factors” set out in Part II of this document. This document which comprises a prospectus relating to Rangers International Football Club plc (“Rangers” or the “Company”) has been prepared in accordance Ann I 1.1 with the Prospectus Rules made by the Financial Services Authority (“FSA”) (“Prospectus Rules”) made under section 73A of the FSMA, as amended. This prospectus Ann I 1.2 has been approved as a prospectus by the FSA under Part VI of the FSMA and a copy of it filed pursuant to Rule 3.2 of the Prospectus Rules. Ann III 1.1 The Company and its Directors (whose names appear on Page 16 of this document) accept responsibility for the information contained in this document. To the best Ann III 1.2 of the knowledge and belief of the Directors and the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. Ann Sch 2(e) AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on Admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this document. The distribution of this document and/or the Application Form into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, subject to certain exceptions, such documents should not be distributed, forwarded to or transmitted in or into the United States, Canada, Ireland, Republic of South Africa, Australia or Japan. No action has been taken by the Company or by Cenkos Securities plc (“Cenkos Securities”) that would permit an offer of the Ordinary Shares or rights thereto or possession or distribution of this document or any other offering or publicity material or the Application Form in any jurisdiction where action for that purpose is required, other than in the United Kingdom. Application will be made in accordance with the AIM Rules for all of the Ordinary Shares to be admitted to trading on AIM. It is expected that Admission of the Ordinary Shares Ann III 6.1 will become effective and that dealings on AIM in the Ordinary Shares will commence at 8.00 a.m. on 18 December 2012. Rangers International Football Club plc Ann I 5.1.1 Ann I 5.1.2 (Incorporated in Scotland under the Companies Act 2006 with registered number SC437060) Ann I 5.1.4 Proposed Placing and Offer of up to 38,528,571 Ordinary Shares at 70 pence per share Ann III 5.3.1 Application for Admission to AIM Ann III 6.3 Nominated adviser and broker : Cenkos Securities plc Issued and fully paid Ordinary Share capital on Admission 71,943,771 Ordinary Shares (assuming subscription in full of the Offer Shares) Cenkos Securities which is a member of the London Stock Exchange, is authorised and regulated in the United Kingdom by the FSA, and is acting as nominated adviser and Ann III 10.1 broker to the Company in connection with the matters described herein. Persons receiving this document should note that, in connection with the Placing, Offer for Subscription and admission of the entire issued and to be issued share capital of the Company to trading on AIM, Cenkos Securities is acting exclusively for the Company and no one else. It will not be responsible to anyone other than the Company for providing the protections afforded to customers of Cenkos Securities nor for advising any other person on the transactions and arrangements described in this document. No representation or warranty, express or implied, is made by Cenkos Securities as to any of the contents of this document for which the Company and the Directors are solely responsible. Apart from the liabilities and responsibilities, if any, which may be imposed on Cenkos Securities by the FSMA or the regulatory regime established thereunder, Cenkos Securities accepts no responsibility whatsoever for the contents of this document or for any other statement made or purported to be made by it or on its behalf in connection with the Company, the existing Ordinary Shares, Placing Shares, Offer Shares or Admission. Cenkos Securities accordingly disclaims all and any liability whatsoever whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this document or any such statement. This document does not constitute an offer to sell or the solicitation of an offer to buy Ordinary Shares in the United States, Canada, Ireland, Republic of South Africa, Australia or Japan or in any jurisdiction in which such offer or solicitation is unlawful. The Ordinary Shares have not been, nor will be, registered under the United States Securities Act of 1933 (as amended) or under the securities legislation of any state or other jurisdiction of the United States of America. The Ordinary Shares may not be directly or indirectly offered, sold, renounced, transferred, taken up or delivered in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act of 1933 (as amended) and in compliance with state securities laws. Application Forms are not being posted to any person in the United States. The Ordinary Shares, the Application Form and this document have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Ordinary Shares or the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offence in the United States. The Ordinary Shares have not been nor will be registered under the relevant laws of any state, province or territory of any of Canada, Republic of Ireland, Republic of South Africa, Australia or Japan or any other jurisdiction where to do so would or might contravene local securities laws or regulations (together the “prohibited territories”). Subject to certain limited exceptions (i) the Ordinary Shares may not be, directly or indirectly, offered, sold, renounced, transferred, taken up or delivered in, into or within any of the prohibited territories and (ii) Application Forms are not being posted to any person in any of the prohibited territories. The attention of overseas Shareholders and other recipients of this document who are residents or citizens of any country other than the United Kingdom or who have a contractual or other legal obligation to forward this document, or, where relevant, the Application Form to a jurisdiction outside the United Kingdom (including without limitation custodians, nominees and trustees) is drawn to Part VI of this document. It is the responsibility of any person receiving a copy of this document outside the United Kingdom to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant territory in connection therewith, including obtaining any governmental or other consents which may be required or observing any other formalities required to be observed in such territory and paying any other issue, transfer or other taxes due in such other territory. Persons (including, without limitation, nominees and trustees) receiving this document and, where relevant, the Application Form should not distribute or send it into any jurisdiction when to do so would, or might contravene local securities laws or regulations. Any person who does forward this document into any such jurisdictions should draw the recipient’s attention to the contents of Part VI of this document. Notice to all investors Any reproduction or distribution of this document, in whole or in part, and any disclosure of its contents or use of any information contained in this document for any purpose other than considering an investment in the Ordinary Shares is prohibited. By accepting delivery of this document, each recipient of this document agrees to the foregoing. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by the Company or by Cenkos Securities.