Rpc Group Regulatory News (RPC)

THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW ORDINARY SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE IN THE PROSPECTUS ONCE PUBLISHED. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF RPC GROUP PLC AND ON ITS WEBSITE AT WWW.RPC-GROUP.COM.THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

9 February 2017

For immediate release

RPC Group Plc

Proposed Acquisition of Letica Group and fully underwritten 1 for 4 rights issue to raise gross proceeds of approximately £552 million

RPC Group Plc ("RPC" or the "Group"), a leading plastic products design and engineering company for both packaging and selected non-packaging markets, today announces the proposed acquisition (the "Acquisition") of the Letica Group ("Letica") and a fully underwritten rights issue to raise gross proceeds of approximately £552 million (the "Rights Issue").

The upfront consideration to be paid to the Letica shareholders is US$490 million (£391 million)1, and total consideration, which includes an earn-out consideration, is up to US$640 million (£511 million) on a cash-free, debt-free basis, subject to customary adjustments. The additional earn-out consideration of up to US$150 million (£120 million) will become payable, on a rateable basis, subject to Letica achieving EBITDA greater than US$140 million and up to US$201 million over the two-year period commencing on the later of 1 July 2017, and the first day of the month following completion of the Acquisition (the "Letica Financial Period"). The upfront consideration to be paid for Letica represents a multiple of 8.5 times Letica's adjusted EBITDA2 for the year ended 30 June 2016. If the full additional earn-out payment is achieved, the total consideration payable represents a multiple of 6.4 times Letica's average adjusted EBITDA2 over the Letica Financial Period.

Letica is a leading North American manufacturer and distributor of rigid plastic packaging and foodservice products serving building and construction, foodservice, food, chemical and retail end markets. Letica operates a wide range of production processes, including injection moulding, thermoforming, paper forming and sheet extrusion, and has an in-house design centre with high-quality printing, decorating and labelling capabilities. Letica has built longstanding relationships with leading, blue-chip customers in a range of attractive and resilient end markets. Headquartered in Rochester, Michigan, Letica owns a network of 13 well-capitalised manufacturing facilities in 11 states in the United States, employing a non-unionised workforce of approximately 1,750 people. For the year ended 30 June 2016, Letica achieved revenues of US$450 million (£359 million) and adjusted EBITDA2 of US$57 million (£46 million).

Letica's President and Chief Executive Officer, Anton Letica, and Vice President of Operations and General Counsel, Mara Letica, have agreed to remain with the business until at least the end of the Letica Financial Period in order to manage the transition of certain commercial relationships. Letica will operate as a standalone business unit within the RPC Superfos division going forward.

Since 30 September 2016, RPC has acquired, or agreed to acquire, six companies for an aggregate enterprise value of approximately £460 million3. The combined consideration for these acquisitions and the upfront consideration for Letica is approximately £850 million. The fully-underwritten Rights Issue will be used to satisfy part of the consideration for the Acquisition and allow RPC to repay amounts drawn under its existing debt facilities following the completion of the other recent acquisitions to target a leverage of approximately 2.1 times net debt / EBITDA4. The Rights Issue will be on the basis of 1 new ordinary share ("New Ordinary Share") for every 4 existing ordinary shares ("Existing Ordinary Shares") held at the close of business on 7 February 2017 (the "Record Date") at a price of 665 pence each and will raise gross proceeds of approximately £552 million (approximately £540 million net of expenses).

RPC has entered into a US$750 million multi-currency term loan facility agreement with seven major UK, European and US banks as joint arrangers and lenders and with COMMERZBANK Finance & Covered Bond, S.A. as agent (the "Dollar Term Facility"). Subject to certain customary conditions precedent to utilisation, the funds will be available up to and including 30 July 2018, with an option to extend the termination date on three separate occasions for further periods of six months each. The Dollar Term Facility may be used for payment of the consideration for and costs incurred in connection with the Acquisition, the refinancing of certain financial indebtedness of Letica and/or the repayment of certain existing debt facilities.

Highlights of the Acquisition

The Acquisition represents a strategic step for RPC to create a meaningful presence outside of Europe, one of the key pillars to RPC's Vision 2020 strategy. Letica is a leading manufacturer of rigid plastic packaging in North America, which the directors of RPC (the "Directors") believe provides the Group with a highly-complementary platform from which to make future growth investments in North America.

The Directors believe the Acquisition is attractive to RPC's shareholders and offers a number of benefits and opportunities; in particular:

· Letica enjoys strong positions in attractive markets

- Leading positions in growing end markets

- Important partner for many blue-chip, North American customers and brands

- Primary supplier to its largest customers

· Letica represents a strategic platform for continued growth and investment

- Embedded culture of innovation and new product development

- Deep injection moulding expertise with differentiated design and printing capabilities

- Broad portfolio of over 250 product configurations

· The enlarged Group will have a meaningful presence in North America

- Well-capitalised North American footprint, with 13 owned manufacturing facilities in 11 states

- Approximately 1.7 million sq. ft. manufacturing and warehouse footprint

- Integrated distribution network supports attractive delivery and turnaround times

- Expected to more than double RPC's North American revenues and polymer purchases5

· Letica has an attractive financial profile with clear synergy opportunities

- Resilient and growing business with incremental cost savings and productivity plans in place by Letica management to expand margins

- Highly-visible additional cost synergy opportunities for RPC (e.g. resin purchasing and distribution); additional potential upside from best practice sharing and cross-selling

- Manageable integration requirements; key Letica family members remaining with the business

The acquisition of Letica is expected to deliver pre-tax cost synergies of at least US$5 million per annum (before integration costs), to be achieved within the second full financial year of ownership. Synergies are expected to be realised from cost reductions, principally through polymer purchasing optimisation, distribution and logistics optimisation using Letica's truck business, the elimination of duplicate head office costs and other functions, efficiency savings and transfer of best practices. One-time costs to achieve ongoing synergies are not expected to be material in the context of the Acquisition.

The management team of Letica has identified approximately US$12 million per annum of incremental cost savings opportunities, relating to a range of planned optimisation programs. These relate primarily to costs savings as a result of closer alignment of current Letica benefit programs to market terms, enhanced efficiency in the incurrence of selling, general and administrative expenses, and manufacturing cost improvements. The Directors understand that Letica management expects these savings can be realised within a 24-month timeframe from completion of the Acquisition, and that costs to achieve these savings are not expected to be material in the context of the Acquisition.

The Acquisition meets or exceeds all of RPC's stated acquisition criteria, and is expected to enhance RPC's earnings per share in the first full financial year post completion6 with Letica's ROCE7 ahead of RPC's WACC. Letica's RONOA7 and RoS7 were more than 20% and more than 10%, respectively, for the financial year ended 30 June 2016, in line with RPC's acquisition criteria.

Pim Vervaat, Chief Executive of RPC, commented:

"Letica represents an excellent opportunity in the context of the Group's growth strategy to create a meaningful presence outside of Europe.

The acquisition of Letica provides a unique opportunity to further extend RPC's geographical reach into the attractive North American market through Letica's strong and well-invested manufacturing footprint. We are excited to be able to develop an enhanced platform of scale to support continued organic and inorganic growth in the United States.

I look forward to working with Anton and the management team to take Letica to the next stage of its strategic development."

The Acquisition is not subject to shareholder approval, and is conditional, amongst other things, on filing a notification and report form with the United States Federal Trade Commission and the United States Department of Justice pursuant to the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the underwriting agreement entered into between RPC and the Underwriters (as defined below) having become unconditional. The Acquisition is expected to complete by the end of March 2017.

For the financial year ended 30 June 2016, Letica reported profit before tax of US$27 million (£22 million). As at 30 June 2016 Letica had net assets of US$82 million (£66 million) and gross assets of US$176 million (£140 million).

Details of the fully underwritten Rights Issue

RPC proposes to satisfy part of the consideration for the Acquisition and to repay amounts drawn under its existing debt facilities following the completion of the other recent acquisitions8 through a fully underwritten rights issue of 82,954,687 New Ordinary Shares at 665 pence each on the basis of 1 New Ordinary Share for every 4 Existing Ordinary Shares held on the Record Date to raise gross proceeds of approximately £552 million (approximately £540 million net of expenses).

As the Rights Issue is not conditional upon completion of the Letica Acquisition, the Rights Issue would complete even if the Acquisition does not complete. In the event that the Rights Issue completes, but completion of the Acquisition does not take place, the Company intends that the net proceeds of the Rights Issue that would otherwise have been used to satisfy part of the consideration payable on completion of the Acquisition will be used for general corporate purposes and (where possible) acquisitions that fulfil the Company's clear strategic objectives.

The issue price of 665 pence per share represents:

· a discount of 37.2 per cent. to the middle market closing price of 1,059 pence per Ordinary Share on 8 February 2017, being the last business day before the announcement of the Rights Issue; and

· a 32.2 per cent. discount to the theoretical ex-rights price of 980 pence on that closing price.

The Rights Issue has been fully underwritten by Deutsche Bank AG, London Branch ("Deutsche Bank"), Jefferies International Limited ("Jefferies") and Merrill Lynch International ("BofA Merrill Lynch") (together, the "Underwriters"), and is not subject to shareholder approval.

The Rights Issue is being made to all holders of ordinary shares on the register of members of the Company at the close of business on the Record Date ("Qualifying Shareholders") (other than, subject to certain exceptions, shareholders who are listed in or have a registered address in the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where the extension or availability of the Rights Issue would be unlawful (an "Excluded Territory").

The Directors are fully supportive of the Rights Issue. Each of the Directors who holds Ordinary Shares either intends, to the extent that he or she is able, to take up in full his or her rights to subscribe for New Ordinary Shares under the Rights Issue or to sell a sufficient number of his or her Nil Paid Rights during the Nil Paid Rights trading period to meet the costs of taking up the balance of his or her entitlements to New Ordinary Shares.

A prospectus relating to the New Ordinary Shares is expected to be published later today. The prospectus, when published, will be made available on RPC's website (www.rpc-group.com) and will be submitted to the National Storage Mechanism and be available for inspection at www.morningstar.co.uk/uk/nsm.do.

Current trading of RPC

Revenues for the Group in the third quarter of the financial year ending 31 March 2017 increased significantly compared to the same period last year due to the contribution of acquisitions, the positive effect of foreign exchange changes during the period and continued organic growth, which was off-set by polymer price reductions passed on to customers. The adjusted operating profit for the period was significantly ahead of last year and also better than management's expectations, benefiting from organic growth, the contribution of acquisitions, realisation of synergies, the easing of the polymer price headwind as well as a foreign exchange translation benefit. The GCS and BPI businesses continued to perform well with acquisition-related synergies in line with expectations, and the Group achieved good cash flow development in the period. The fourth quarter of the financial year ending 31 March 2017 has started well.

Selected financial information relating to Letica

Certain selected financial information relating to Letica is set out in the Appendix to this announcement.

Current trading of Letica

Both Letica's sales and profitability were higher in the six months ended 31 December 2016 than in the corresponding period in the prior year as a result of increased sales volumes in both its rigid packaging and foodservice segments. The Directors view Letica's prospects for the full year with confidence.

Analyst and investor presentation

RPC will host an analyst and investor presentation at 9:00 a.m. today at the offices of FTI Consulting, 200 Aldersgate, Aldersgate Street, London, EC1A 4HD.

Conference call details are as follows:

Copies of this announcement and of the analyst and investor presentation will be made available on RPC's website (www.rpc-group.com) today.

1 Sterling and US Dollar conversions based on the exchange rate of £1 : $1.253 as of 8 February 2017

2 Adjusted EBITDA defined as reported EBITDA before capitalisation of certain expenses, stock valuation policy adjustments and non-recurring / other costs

3 Recent acquisitions are ESE, Astrapak (expected to complete in May 2017), Plastiape, Jagtenberg, Sanders and Synergy Packaging

4 Before restructuring, impairment charges, other exceptional and non-underlying items and amortisation of acquired intangibles

5 Based on Letica's revenue and polymer purchases for the year ended 30 June 2016

6 This should not be construed as a profit forecast or interpreted to mean that the future earnings per share, profits, margins or cash flows of the Group will necessarily be greater than the historic published figures

7 Together with expected pre-tax cost synergies and run-rate impact of incremental cost savings programme; fiscal year ended 30 June 2016

8 Recent acquisitions are ESE, Astrapak (expected to complete in May 2017), Plastiape, Jagtenberg, Sanders and Synergy Packaging

9 The dates set out in the expected timetable of principal events above and mentioned throughout this announcement, the prospectus and in the provisional allotment letters may be adjusted by the Company with the agreement of Rothschild, Deutsche Bank and Jefferies in which event details of the new dates will be notified to the FCA, the London Stock Exchange and, where appropriate, shareholders.

IMPORTANT NOTICE:

This announcement has been issued by, and is the sole responsibility of, RPC. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change. Neither the contents of RPC's website nor any website accessible by hyperlinks on RPC's website is incorporated in, or forms part of, this announcement.

This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares referred to in this announcement except on the basis of the information contained in the prospectus to be published by RPC (the "Prospectus") in connection with the Rights Issue. The Prospectus will give further details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue. A copy of the Prospectus will be available from the registered office of RPC and on RPC's website at www.rpc-group.com. However, the Prospectus will not, subject to certain exceptions, be available (whether through the website or otherwise) to Shareholders in the United States or any other Excluded Territory.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which these materials are released, published, distributed or forwarded should inform themselves about and observe such restrictions. The information contained herein is not for release, publication, distribution or forwarding, directly or indirectly, in or into the United States or any other Excluded Territory. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

This announcement does not contain or constitute an offer for sale, or the solicitation of an offer to purchase, any securities in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold or transferred in the United States absent registration under the Securities Act or pursuant to an available exemption from, or in transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Any offering of the securities in the United States will be made only to a limited number of "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the Securities Act pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of the securities in the United States. None of the New Ordinary Shares, this announcement or any other document connected with the Rights Issue has been or will be approved or disapproved by the United States Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, and none of the foregoing authorities or any securities commission has passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of this announcement or any other document connected with the Rights Issue. Any representation to the contrary is a criminal offence in the United States.

This announcement does not contain or constitute an offer to sell, or the solicitation of an offer to purchase, any securities to any person with a registered address in, or who is resident in, Australia, Canada, Japan, the Republic of South Africa or in any jurisdiction in which such an offer or solicitation is unlawful. None of the securities referred to herein have been or will be registered under the relevant laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Subject to certain limited exceptions, none of these materials will be released, published, distributed or forwarded in or into Australia, Canada, Japan or the Republic of South Africa.

This announcement includes statements that are, or may be deemed to be "forward-looking statements". Forward-looking statements are statements that are not historical facts and that can be identified by words such as "believe," "anticipate," "expect," "intend," "estimate", "forecast", "project", "aim,", "hope", "plan," "seek", "predict," "continue," "assume," "positioned," "may," "will," "should," "shall," "risk" , "assurance" and other similar expressions. Others can be identified from the context in which they are made. These forward-looking statements include all matters that are not historical facts. These forward-looking statements are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although RPC believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. RPC cautions investors that forward-looking statements are not guarantees of future performance and that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward-looking statements that RPC, or persons acting on its behalf, may issue. Factors that may cause RPC's actual results to differ materially from those expressed or implied by the forward-looking statements in this announcement include but are not limited to the risks described under "Risk Factors" in the Prospectus.

These forward-looking statements reflect RPC's judgment at the date of this announcement, are not intended to give any assurances as to future results and are subject to change without notice. Furthermore, forward-looking statements contained in this announcement that are based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. No statement in this announcement is intended to be a profit forecast or to imply that the earnings of the Group for the current year or future years necessarily will match or exceed the historical or published earnings of the Group.

The statement of estimated synergies and cost savings relates to future actions and circumstances which, by their nature, involve risks, uncertainties, contingencies and other factors. As a result, these synergies and cost savings may not be achieved, or those achieved may be materially different from those estimated. The figures set out above are unaudited numbers based on management estimates and estimated synergies are contingent on completion of the Acquisition and could not be achieved by the Group independently.

RPC will comply with its obligations to publish updated information as required by FSMA, the Market Abuse Regulation, the Listing Rules, the Disclosure Guidance and Transparency Rules and/or the Prospectus Rules or otherwise by law and/or by any regulatory authority, but assumes no further obligation to publish additional information.

You are advised to read this announcement and, once published, the Prospectus in their entirety for a further discussion of the factors that could affect RPC's future performance. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.

N M Rothschild & Sons Limited ("Rothschild") is authorised and regulated in the United Kingdom by the FCA. Deutsche Bank, is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority (the "PRA"). It is subject to supervision by the European Central Bank and BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and the FCA. Jefferies is authorised and regulated in the United Kingdom by the FCA. BofA Merrill Lynch is authorised by the PRA and regulated in the United Kingdom by the FCA and PRA. Each of Rothschild, Deutsche Bank, Jefferies and BofA Merrill Lynch (together, the "Banks") is acting solely for RPC in relation to the Rights Issue and nobody else and will not be responsible to anyone other than RPC for providing the protections afforded to their respective clients nor for providing advice in relation to the Rights Issue or any other matter referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed upon the Banks, by FSMA or the regulatory regime established thereunder, none of the Banks accepts any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with RPC, the New Ordinary Shares or the Rights Issue, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of the Banks accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which each of them might otherwise have in respect of this announcement or any such statement.

Recipients of this announcement and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and/or, if and when published, in the Prospectus. This announcement does not constitute a recommendation concerning any investor's options with respect to the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Appendix

The selected financial information set out below has been extracted from the consolidated audited financial statements of Letica for the financial years ended 30 June 2014, 30 June 2015 and 30 June 2016, which have been prepared in accordance with US GAAP and Letica's accounting policies.

Note:

(1) Adjusted EBITDA for Letica is defined as reported EBITDA before capitalisation of certain expenses, stock valuation policy adjustments and non-recurring/other costs. Adjusted operating profit for Letica is defined as adjusted EBITDA less adjusted depreciation and amortisation expense. A reconciliation of adjusted EBITDA and adjusted operating profit to reported EBITDA is set out below.

Notes:

(a) Capitalisation of certain expenses includes tech centre costs incurred for the design and manufacture of automated assembly equipment, tooling, repairs and maintenance which extended the useful lives of production assets and the incremental impact of capitalised costs.

(b) Non-recurring / other costs include shareholder / family transactions, aircraft fees, non-recurring processes and other taxes.

(c) For the purposes of calculating adjusted operating profit, depreciation and amortisation have been assumed to be approximately US$25 million per annum based on the Directors' understanding of the sustainable level of depreciation and amortisation in Letica's business.