BPI.L Regulatory News (BPI)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

1 July 2016

RECOMMENDED CASH AND SHARE OFFER

FOR

BRITISH POLYTHENE INDUSTRIES PLC

BY

RPC GROUP PLC

to be effected

by way of a Scheme of Arrangementunder Part 26 of the Companies Act 2006

Posting of the Scheme Document

On 9 June 2016, the boards of RPC Group Plc ("RPC") and British Polythene Industries PLC ("BPI") announced that they had reached agreement on the terms of a recommended cash and share offer to be made by RPC for the entire issued and to be issued ordinary share capital of BPI (the "Offer"). The Offer is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.

Under the terms of the Offer, BPI Shareholders holding Scheme Shares at the Scheme Record Time shall be entitled to receive 470 pence in cash and 0.60141 of a New RPC Share for each Scheme Share held.

The boards of BPI and RPC announce that BPI is today posting to BPI Shareholders a scheme document (the "Scheme Document") in relation to the Offer, setting out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by BPI Shareholders, together with the Forms of Proxy for the Court Meeting and the General Meeting. BPI is today also posting the Scheme Document to participants in the BPI Share Schemes together with details of the proposals being made to such participants.

As further detailed in the Scheme Document, to become Effective the Scheme requires, amongst other things, that the required majority of Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that the required majority of BPI Shareholders vote in favour of the Resolution to be proposed at the General Meeting.

Notices convening the Court Meeting and the General Meeting for 11:00 a.m. and 11:05 a.m. respectively on 25 July 2016 and both to be held at the offices of Maclay Murray & Spens LLP at Quartermile One, 15 Lauriston Place, Edinburgh, EH3 9EP, are set out in the Scheme Document. Forms of Proxy for use at such meetings are enclosed with the Scheme Document. If the Scheme is approved by the Scheme Shareholders, the Resolution is approved by BPI Shareholders, all other Conditions to the Offer are satisfied or (if capable of waiver) waived, the Court sanctions the Scheme and the Scheme becomes Effective in accordance with its terms, then under the anticipated timetable it is expected that dealings in BPI Shares will be suspended at 5:00 p.m. on 29 July 2016 and BPI Shares will subsequently be cancelled from listing on the premium listing segment of the Official List and trading on the London Stock Exchange's main market for listed securities at 8:00 a.m. on 2 August 2016. Further details of the expected timetable of principal events are set out below and in the Scheme Document.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the Scheme Shareholders' opinion. Scheme Shareholders are therefore strongly urged to submit their Forms of Proxy (or the electronic equivalent) (once received) as soon as possible in accordance with the instructions for so doing.

Capitalised terms in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. Copies of this Announcement and the Scheme Document will be available (subject to certain restrictions relating to persons in Restricted Jurisdictions) on BPI's website at www.bpipoly.com up to and including the Effective Date. The contents of BPI's website are not incorporated into, and do not form part of, this Announcement.

Timetable

The expected timetable of principal events for the implementation of the Scheme is set out below. If any of the key dates set out in the expected timetable changes, an announcement will be made through a Regulatory Information Service.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS(1)(10)

 The following indicative timetable sets out expected dates for the implementation of the Scheme.

The following dates and times associated with the Scheme are subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived and on the date on which the Court sanctions the Scheme. BPI will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service. Further updates and changes to these times shall, at BPI's discretion, be notified in the same way. See also note (7) below.

Notes:

(1) The dates and times given are indicative only and are based on BPI's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the times and/or dates above change, the revised times and/or dates will be notified to BPI Shareholders by announcement through a Regulatory Information Service.

(2) The Blue Form of Proxy for the Court Meeting may, alternatively, be handed to BPI's Registrars, Computershare, or the Chairman of the Court Meeting, at the start of the Court Meeting (or any adjournment thereof). However, if possible, BPI Shareholders are requested to lodge the Blue Forms of Proxy (or the electronic equivalent) at least 48 hours before the time appointed for the Court Meeting (excluding non-working days).

(3) The White Form of Proxy for the General Meeting (or the electronic equivalent) must be lodged with BPI's Registrars, Computershare, by no later than 11:05 a.m. on 21 July 2016 in order for it to be valid, or, if the General Meeting is adjourned, no later than 48 hours before the time fixed for the holding of the adjourned meeting. If the White Form of Proxy is not returned by such time, it will be invalid.

(4) If either BPI Meeting is adjourned, the Voting Record Time for the adjourned BPI Meeting will be 48 hours before the date set for the adjourned BPI Meeting (excluding non-working days).

(5) To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the Court Meeting.

(6) These times and dates are indicative only and will depend on, among other things, the dates upon which the Conditions are satisfied or (where permitted) waived.

(7) The Court Hearing to sanction the Scheme is to be held on such date as BPI and RPC may agree and the Court may allow.

(8) "S" is currently expected to be 1 August 2016.

(9) This is the latest date by which the Offer may become Effective unless BPI and RPC agree, and (if required) the Court and the Takeover Panel allow, a later date.

(10) All references to time are to London time.

Enquiries:

Important Notices

Investec, which is authorised by the PRA and regulated in the UK by the FCA and the PRA, is acting exclusively as financial adviser to BPI and no one else in connection with the Offer, and will not be responsible to anyone other than BPI for providing the protections afforded to clients of Investec nor for providing advice in connection with the Offer or any other matter referred to in this Announcement or the Scheme Document.

Neither this Announcement nor the Scheme Document constitute a prospectus or a prospectus equivalent document. This Announcement and the Scheme Document have been prepared for the purpose of complying with the laws of England and Wales, the Code and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if it had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The statements contained in this Announcement and the Scheme Document are made as at the date stated herein or therein (as is the case), unless some other time is specified in relation to them, and publication of this Announcement or the Scheme Document shall not give rise to any implication that there has been no change in the facts set forth therein since such date.

Neither the contents of this Announcement nor the Scheme Document are to be construed as legal, business, financial or tax advice. If you are in any doubt about the contents of this Announcement or the Scheme Document, you should consult your own legal adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

No person has been authorised to make any representations on behalf of BPI or RPC concerning the Offer which are inconsistent with the statements contained in this Announcement or the Scheme Document and any such representations, if made, may not be relied upon as having been so authorised.

Notice to Overseas Shareholders

The laws of the relevant jurisdictions may affect the availability of the Offer to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their BPI Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their BPI Shares in respect of the Court Meeting or the General Meeting on their behalf, or to receive New RPC Shares under the terms of the Offer, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility and liability for the violation of such restrictions by any person.

The Offer is not being made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Offer is not capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement, the Scheme Document and formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving the Scheme Document (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Offer is implemented by way of a Takeover Offer and extended into the US, RPC will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto.

The Offer relates to the shares of a UK company and it is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme relates to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies. However, if RPC were to elect to implement the Offer by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including Section 14(e) of the Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by RPC and no one else. In addition to any such Takeover Offer, RPC, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in BPI outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made, they would be made outside the United States in compliance with applicable law, including the Exchange Act.

Forward-looking statements

This Announcement and the Scheme Document may contain certain "forward-looking statements" with respect to RPC, the RPC Group, the Wider RPC Group, BPI, the BPI Group, the Wider BPI Group or the Combined Group. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Wider RPC Group or the Wider BPI Group and potential synergies resulting from the Offer; and (iii) the effects of government regulation on the business of the Wider RPC Group or the Wider BPI Group.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date they are made. All subsequent oral or written forward-looking statements attributable to RPC or BPI or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement or the Scheme Document. RPC and BPI assume no obligation to update publicly or revise forward-looking or other statements contained in this Announcement or the Scheme Document, whether as a result of new information, future events or otherwise, except to the extent legally required.

None of BPI, RPC nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement or the Scheme Document (including the information incorporated by reference into this Announcement or the Scheme Document) will actually occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof.

Other than in accordance with the legal or regulatory obligations applicable to it (including under the Listing Rules and the Disclosure and Transparency Rules of the FCA), neither BPI nor RPC is under any obligation and BPI and RPC each expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

No statement in this Announcement or the Scheme Document or incorporated by reference into this Announcement or the Scheme Document is intended as a profit forecast or estimate for any period, and no statement in this Announcement or the Scheme Document or incorporated by reference into this Announcement or the Scheme Document should be interpreted to mean that earnings or earnings per ordinary share for BPI or RPC, as appropriate, for the current or future financial years will necessarily match or exceed the historical published earnings or earnings per ordinary share for BPI or RPC, as appropriate.

Right to switch to a Takeover Offer

RPC reserves the right to elect, with the consent of the Takeover Panel, to implement the Offer by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of BPI as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if RPC so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in paragraph 20 of Part II of the Scheme Document.

Publication and availability of the Scheme Document

A copy of the Scheme Document will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on BPI's website at www.bpipoly.com and RPC's website at www.rpc-group.com by no later than 12:00 noon on the business day following the publication thereof. For the avoidance of doubt, save as expressly referred to in the Scheme Document, the contents of those websites are not incorporated into and do not form part of the Scheme Document.

Electronic communications

A hard copy of the Scheme Document will be sent to all holders of BPI Shares in issue at the date thereof (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions), with the exception of those shareholders who have elected to receive communications from BPI by electronic means, and to persons with information rights and other relevant persons for the receipt of communications from BPI. Shareholders may request a hard copy of the Scheme Document (and any information incorporated by reference in the Scheme Document), free of charge, by contacting BPI's Registrars, Computershare, of The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ or on 0370 889 3238. Calls to this number from within the UK shall be charged at no more than the national rate from any type of phone provider plus any network extras. If in doubt shareholders should check with their phone line provider as to the exact cost involved to call this number. Lines are open from 8:30 a.m. to 5:30 p.m. Monday to Friday excluding bank holidays. Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form. Unless you have previously elected to receive hard copies of any such documents, announcements or information, hard copies of future documents, announcements and information in relation to the Offer will not be sent unless specifically requested.

Information relating to BPI Shareholders

Please be aware that addresses, electronic addresses and certain information provided by BPI Shareholders, persons with information rights and other relevant persons for the receipt of communications from BPI may be provided to RPC during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c) of the Code.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 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 p.m. on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3:30 p.m. 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 per cent. 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, 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 p.m. on the Business Day following the date of the relevant dealing.

Disclosures are therefore required of interests in the shares of RPC and BPI.

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.

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

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 http://wwww.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. Enquiries should be made of the Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if there is any doubt as to whether an Opening Position Disclosure or a Dealing Disclosure is required to be made.