Rangers Football Club

By Charles Green

Part 1 This is Rangers Part 2 - Ranger FC The Financial Offering

Part 1 This is Rangers

European Cup Winners Cup

Winners 1972; Runners-up 1961, 1967

UEFA Cup final - Runners-up 2008

54 Scottish League Championships a world record

1891, 1899, 1900, 1901, 1902, 1911, 1912, 1913, 1918, 1920, 1921, 1923, 1924, 1925, 1927, 1928, 1929, 1930, 1931, 1933, 1934, 1935, 1937, 1939, 1947, 1949, 1950, 1953, 1956, 1957, 1959, 1961, 1963, 1964, 1975, 1976, 1978, 1987, 1989, 1990, 1991, 1992, 1993, 1994, 1995, 1996, 1997, 1999, 2000, 2003, 2005, 2009, 2010, 2011

33 Scottish Cup Wins

1894, 1897, 1898, 1903, 1928, 1930, 1932, 1934, 1935, 1936, 1948, 1949, 1950, 1953, 1960, 1962, 1963, 1964, 1966, 1973, 1976, 1978, 1979, 1981, 1992, 1993, 1996, 1999, 2000, 2002, 2003, 2008, 2009

27 Scottish League Cup Wins

1946, 1948, 1960, 1961, 1963, 1964, 1970, 1975, 1977, 1978, 1981, 1983, 1984, 1986, 1987, 1988, 1990, 1992, 1993, 1996, 1998, 2001, 2002, 2004, 2007, 2009, 2010

One of the worlds most established and successful clubs Est. 1872, 115 trophies

Our Home Where we play

Ibrox Stadium, Glasgow 51,000 capacity Scotlands only UEFA elite club stadium

Murray Park training facility 14m state-of-the-art training centre

One of the worlds most advanced training facilities

The Rangers Phenomenon Over 5,000,000 fans worldwide

600,000+
registered on club database

1.35m
matchday audience highest in Scotland and 4th largest in the UK (2010/11)

90%+
Highest attendance to capacity in Scotland over 90%

250,000+
facebook followers since going live in July 11 (7th largest in UK football)

42,000
Corporate guests per season

40,000
season ticket holders on average one of largest in the UK

600
supporters clubs worldwide

No.1
Scotlands only UEFA Elite club stadium, 5th largest stadium in the UK

Brand Reach 530m potential TV audience

- Saturated media coverage in both broadcasting and written press - 6m media value to the sponsor - Over 10m cumulative domestic audience - Old Firm Derbies generated over 6.1m viewers in season 10/11 - 6th largest club website in the UK Man Utd, Chelsea, Liverpool, Arsenal and Premierleague.com - Rangers own the online media rights and broadcast games overseas - Worldwide soccer schools in 14 countries, with 1.5m attendees per season - 275,000 community attendees per year, 6,500 per week - Rangers matches broadcast in over 100 countries by 50 channels worldwide

Our Strategy

1
To capitalise on Rangers position as Scotlands greatest club

2
To develop our brand across the globe. Through five key components: - Football - CSR - Media - Commercial - Fans

3
To have the Old Firm recognised as the biggest rivalry in World Football

4
To continue to develop Ibrox into a world-class destination

5
To bring innovation to our entertainment experience on matchdays and non-matchdays

6
To dominate all competitions, at home and in Europe

7
To nurture youth development and produce a golden generation of home-grown talent

8
To build strong company partnerships using innovation and activation

Overseas Strategy Building on Rangers Global Appeal

Rangers Football Club is a Scottish Club which has an influence that stretches across the Globe.
Strategy is focused on - Regions with significant existing brand presence North America & Oceania - Regions with high growth potential Asia, Middle East & Far East 4 key strategic levers - Football - Social Responsibility - Media - Fans

The Opportunities
1.35m matchday audience Stadium branding and advertising Matchday sponsorship Rangers Club media portfolio Social Media Database Guaranteed European exposure Penetration of overseas markets Money cant buy opportunities Manager Ally McCoist First team and legend endorsement Memorabilia World Famous Old Firm Exclusive access to world class facilities Award winning hospitality Award winning family strategy Award winning CSR community programme

WE ARE RANGERS

Part 2 Rangers FC The Financial Offering

Disclaimer
This document comprises a marketing presentation which has been prepared in connection with a proposed placing (the "Placing") of new ordinary shares in the capital of Sevco 5088 Limited (the "Company" and the "Placing Shares" respectively). These presentation slides (the Slides) do not comprise a prospectus relating to the Company or any subsidiary of the Company, do not constitute an offer or invitation to purchase or subscribe for any securities of the Company and should not be relied on in connection with a decision to purchase or subscribe for any such securities. The Slides and the accompanying verbal presentation do not constitute a recommendation regarding any decision to sell or purchase securities in the Company. The Slides and the accompanying verbal presentation are confidential and the Slides are being supplied to you solely for your information and may not be reproduced, distributed or otherwise disclosed to any other person or published, in whole or in part, for any purpose. No reliance may be placed for any purpose whatsoever on the information contained in the Slides and the accompanying verbal presentation or the completeness or accuracy of such information. No representation or warranty, express or implied, is given by or on behalf of the Company, Sevco 5088 Limited (Sevco)or their directors, officers or employees or any other person as to the accuracy or completeness of the information or opinions contained in the Slides and the accompanying verbal presentation, and no liability is accepted for any such information or opinions (including in the case of negligence, but excluding any liability for fraud). The Slides contain forward-looking statements, which relate, inter alia, to the Companys proposed strategy, plans and objectives. Such forward-looking statements may be price sensitive and involve known and unknown risks, uncertainties and other important factors beyond the control of the Company that could cause the actual performance or achievements of the Company to be materially different from such forward-looking statements. Accordingly, you should not rely on any forward-looking statements and the Company accepts no obligation to disseminate any updates or revisions to such forward-looking statements. The Slides and their contents are directed only at persons who fall within the exemptions contained in Articles 19 (investment professionals), 49 (high net worth companies, unincorporated associations and other persons), 48 (certified high net worth individuals), article 50 (sophisticated investors) and article 50A (self certified sophisticated investors) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (such as persons who are authorised or exempt persons within the meaning of the Financial Services and Markets Act 2000 and certain other persons having professional experience relating to investments, high net worth companies, unincorporated associations or partnerships and the trustees of high value trusts) and persons to whom distribution may otherwise lawfully be made. Any investment, investment activity or controlled activity to which the Slides relate is available only to such persons and will be engaged in only with such persons. Persons of any other description, including those that do not have professional experience in matters relating to investments, should not rely or act upon the Slides. The Slides should not be distributed, published, reproduced or otherwise made available in whole or in part by recipients to any other person and, in particular, should not be distributed to persons with an address in the United States of America, Australia, the Republic of South Africa, the Republic of Ireland, Japan or Canada or in any other country outside the United Kingdom where such distribution may lead to a breach of any legal or regulatory requirement. No securities commission or similar authority in Canada has in any way passed on the merits of the securities offered hereunder and any representation to the contrary is an offence. No document in relation to the Placing has been, or will be, lodged with, or registered by, The Australian Securities and Investments Commission, and no registration statement has been, or will be, filed with the Japanese Ministry of Finance in relation to the Placing or the Shares. Accordingly, subject to certain exceptions, the Shares may not, directly or indirectly, be offered or sold within Canada, Australia, Japan, South Africa or the Republic of Ireland or offered or sold to a resident of Canada, Australia, Japan, South Africa or the Republic of Ireland. The Securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the US Securities Act) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, any US Person as that term is defined in Regulation S under the US Securities Act. The Company has not been registered and will not register under the United States Investment Company Act of 1940, as amended. The Slides and their contents are confidential and should not unless otherwise agreed in writing by Sevco be copied, distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person.

Recent History
- Previous owner Craig Whyte owned 85% of shares; 26,000 fans owned remaining 15% -9 January 2012: Shares suspended on Plus Markets with a Market Cap. of 25m - 14 February 2012: RFC into administration with creditors totalling between 75m and 135m, depending on HMRC player test case -23 April: Scottish Football Association (SFA) announce sanctions on the Club including:
- 12 month embargo on signing players aged 18+ - 160,000 fine

- 13 May: Charles Green agrees exclusivity to buy the club

Current Situation
- 13 May 2012: Charles Green agrees exclusivity
-Rangers FC avoids liquidation via CVA subject to creditors approving 8.5m offer - Main benefits:
- Players contracts remain in place - Other significant sanctions avoided, such as a 3 year ban from Europe - History and tradition of the club is maintained

- Personal up front commitments from consortium, 8.5m required to fund CVA - Raising up to 30m to fund working capital and development - Funding to be in place by May 24th -Charles Green draws together first class management team and Board - Complementary investment team appointed to help direct the Clubs strategic growth

Management Overview
PLC Board: - Chairman TBA - CEO Charles Green - CFO TBA - Non Exec Zeus Capital Appointment - Non Exec - TBA Football Club Board: - Chairman PLC Board - CEO Charles Green - CFO PLC Board - TBA -TBA - TBA - TBA - TBA

Current Balance Sheet

- All creditors to be wiped clear on consideration of 8.5m save for 3m being owed to other football clubs - Brought forward tax losses of 40m to remain in place subject to HMRC approval - A Property portfolio of 113,303,174 (source: Rangers plc 2011 accounts) - Season ticket advances due by the end of 2012 of 15m - Player book value 8.8m (source: as above) - On a 30m fund raise a net 20m will be surplus cash on balance sheet

3 Year Historic P&L

000s
Turnover Net Operating Expenses Trading profit/(loss) Amortisation of Player Registrations Operating Profit/(loss) Gain on Disposal of Player Registration Profit/(loss) before interest and taxation Profit/(loss) for the Year Basic and diluted EPS (p) 57.183 (47,525) 9,658 (8,412) 1,246 4,202 2,178 76 0.07

2011
56,287 (43,856) 12,431 (7,339) 5,092 512 5,604 4,209 3.87

2010
39,704 (48,231) (8,527) (8,798) (17,325) 6,171 (11,733) (12,651) (11.63)

2009

Key Operational Changes to be Made by New Management

- Use industry contacts to ensure playing squad is improved - Enhance shirt advertising contract

- Enhance general advertising contracts

- Improve RFC image and commerciality within Asia and Far East - Greater financial control and corporate governance

Investment Case
- First Class management team in place with proven track record - Positive balance sheet with surplus cash - Predictable revenues and costs - Underdeveloped IP, especially in Asia - Potential enhancement to commercial contracts
-Replica strips - Advertising - Stadium branding - Potential of cornerstone investors (outside board) to help unlock squad replenishment opportunities

- Broad, quality core shareholder base to build value - Liquidity in shares to return with Aim listing in Q3 / Q4

- Rangers FC is a trophy asset with tremendous legacy and brand loyalty

- Fans are behind deal structure a reinforced sense of belonging - Favourable odds of European football

Timetable
- 1st Closing: 24th May - 2nd Closing: 1st June -3rd Closing: 6th June - 4th Closing: 6th July - The intention is to float on AIM Q3/Q4 2012

Specific Deal Structure

- New investors invited to participate at a pre new money valuation of 10,000,000 in Sevco 5088 Limited - Investors will secure an 85% shareholding of Rangers Football Club plc and a waiver of a secured debenture over the clubs property assets - Remaining 15% shareholders comprising 26,000 shareholders/fans will receive a warrant to subscribe for shares on a pro rata basis with the new holding company.

- Founding investors who put up the first 10,000,000 will receive 10,000,000 additional shares at a value of 1 per share on a pro rata basis effectively doubling their contributions
- Charles Green being incentivised by 10% of the enlarged share capital of the holding company post completion -Sevco will function as the holding company and Rangers plc will be the operating company going forward

Alternative Deal Structure

- In the very unlikely event a CVA is not agreed by creditors, the holding company will buy the same assets from Rangers plc for 5.5m - Rangers would potentially be precluded from European competition for up to 3 years -Advantages to alternative scenario: - Salaries could be reduced by c. 7m as there would be less requirement to retain star players
-Anticipated pre tax profits of 2m every year for the next 3 years - Less pressure on working capital

Summary
- A fresh start for Rangers FC - Management to unlock full potential of RFC - Fans onside, supportive and enfranchised - Significant investment upside from clear commercial strategy - In the event CVA is not agreed, alternative plan in place to keep the club running