Rpc Group Regulatory News (RPC)

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

2 August 2016

RPC Group Plc

("RPC" or the "Company")

Completion of the acquisition of British Polythene Industries PLC

RPC, a leading international design and engineering company of plastic products for both packaging and selected non-packaging markets, is pleased to announce the completion of the acquisition of British Polythene Industries PLC ("BPI") details of which were announced on 9 June 2016 (the "Acquisition").

Pim Vervaat, Chief Executive of RPC, commented:

"We are delighted to complete the acquisition of BPI and to welcome our new colleagues and shareholders into RPC. This is another important step in the implementation of our Vision 2020 strategy allowing RPC to enter the European polythene films market through an established platform with attractive market positions.

BPI will further broaden RPC's range of polymer conversion technologies in line with global peers, establish a new growth platform with a strong cost synergy potential whilst enhancing the Group's overall polymer buying capability."

As part of the Acquisition, a total of 16,505,511 ordinary shares in the share capital of RPC (the "Consideration Shares") have been issued and allotted to BPI's shareholders and admission of the Consideration Shares to listing on the premium listing segment of the Official List and to trading on the Main Market of the London Stock Exchange has taken place today at 8.00 a.m.

Following the issue of the Consideration Shares, RPC's issued share capital consists of 331,502,901 ordinary 5p shares with voting rights. No ordinary shares are held in treasury. Therefore, the total number of voting rights in RPC is 331,502,901. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest, or a change to their interest, in the share capital of the Company under the Disclosure Guidance and Transparency Rules.

ENDS

This announcement is not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in any country, state, territory or jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document. The Consideration Shares referred to herein (including by reference) have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the ''Securities Act''), or under the securities legislation of any state or territory or jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any relevant state securities laws. There will be no public offer of Consideration Shares mentioned herein (including by reference) in any country, state, territory or jurisdiction.

Rothschild, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom is acting solely for the Company in relation to the Acquisition and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Rothschild, by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Rothschild does not accept 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 the Company, or the Acquisition, 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. Rothschild 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 it might otherwise have in respect of this announcement or any such statement.