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

For immediate release

29 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

Rule 2.10 Announcement

In accordance with Rule 2.10 of the UK City Code on Takeovers and Mergers (the "Code"), British Polythene Industries plc confirms that, as at the date of this announcement, it has in issue and admitted to trading on the main market of the London Stock Exchange 27,782,352 ordinary shares of 25 pence each. The International Securities Identification Number (ISIN) of the ordinary shares is GB0007797425.

Enquiries:

Important Notices

Investec Bank plc, which is authorised by the PRA and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for 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 Bank plc nor for providing advice in relation to the Offer or any other matter referred to in this announcement.

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise.

This announcement does not constitute a prospectus or a prospectus equivalent document.

Capitalised terms in this announcement shall unless otherwise defined, have the same meanings as set out in the Scheme Document.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 Takeover 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://www.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.