Rpc Group Regulatory News (RPC)

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 THAT JURISDICTION

FOR IMMEDIATE RELEASE

12 April 2019

FINAL CASH OFFER

For

RPC GROUP PLC ("RPC")

By

ROME UK BIDCO LIMITED (the "Bidder")

a company formed on behalf of funds managed by Apollo Management IX, L.P.

Lapse of the Offer

Following RPC's announcement on 8 March 2019 that RPC's board of directors had withdrawn its recommendation of the Bidder's final cash offer for RPC (the "Offer"), the Bidder today announces that it has, with the consent of the Panel, lapsed the Offer.

As set out in the Scheme Document dated 19 February 2019 (the "Scheme Document"), the Bidder was entitled to lapse the Offer if the Court Meeting and the General Meeting were not held on or before the 22nd day after the expected date of such Meetings set out in the Scheme Document. The expected date of such Meetings set out in the Scheme Document was 20 March 2019, and the 22nd day after such date was 11 April 2019. However, the Meetings were not held on or before 11 April 2019 and the Bidder has not been requested by RPC to consent to an extension of this date.

The Co-operation Agreement has automatically terminated in accordance with its terms.

Capitalised terms used and not defined in this announcement have the meanings given to them in the Scheme Document.

Enquiries:

Important Notices about Financial Advisers

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority ("FCA"), is acting exclusively for the Bidder and no one else in connection with the Offer and will not be responsible to anyone other than the Bidder for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Offer, this announcement or any matter referred to herein.

Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and regulated by the PRA and the FCA in the United Kingdom, is acting exclusively as financial adviser to the Bidder and no one else in connection with the Offer and the subject matter of this announcement, and shall not be responsible to anyone other than the Bidder for providing the protections afforded to clients of Citi, or for providing advice in connection with the Offer and the subject matter of this announcement. Neither Citi nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Citi in connection with this announcement, any statement contained herein or otherwise.

Further Information

This announcement is provided for information purposes only. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, exchange, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise, nor will there be any sale, issuance, exchange or transfer of securities of RPC pursuant to the Offer or otherwise in any jurisdiction in contravention of applicable law.

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available at https://www.rpc-group.com/corporate/investors/offer-by-apollo-for-rpc by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.