19 Feb 2019 07:00
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
19 February 2019
RECOMMENDED CASH ACQUISITION
of
RPC GROUP PLC
by
ROME UK BIDCO LIMITED
a company formed on behalf of funds managed by Apollo Management IX, L.P. ("Apollo")to be effected by means of a Scheme of Arrangementunder Part 26 of the Companies Act 2006
On 23 January 2019, the boards of RPC Group plc ("RPC" or the "Company") and Rome UK Bidco Limited (the "Bidder") announced that they had reached agreement on the terms of a recommended cash acquisition by the Bidder of RPC's entire issued and to be issued ordinary share capital (the "Acquisition"), to be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
RPC announces that a circular containing, amongst other things, a letter from the Chairman of RPC, the full terms and conditions of the Scheme, a statutory explanatory statement, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the action to be taken by RPC Shareholders (the "Scheme Document"), together with the related Forms of Proxy, is being published and sent today to RPC Shareholders and, for information only, to persons with information rights and participants in the RPC Share Plans. RPC and the Bidder will also in due course be sending details of the proposals being made to participants in the RPC Share Plans to such participants.
Capitalised terms in this announcement (the "Announcement"), unless otherwise defined, have the same meanings as set out in the Scheme Document.
The Scheme Document will be made available on RPC's website at www.rpc-group.com/corporate/investors. Copies of the Scheme Document will be submitted to the National Storage Mechanism later today, and will be available for inspection at www.morningstar.co.uk/uk/NSM/.
Berry Global Group, Inc. ("Berry")
On 31 January 2019, Berry Global Group, Inc. ("Berry") announced that it was considering a possible cash offer for the Company. At that time, RPC confirmed that it had received a request for diligence information on the Company from Berry in accordance with Rule 21.3 of the Code. RPC continues to engage fully with Berry in accordance with its obligations under the Code and in order to advance discussions in the interest of delivering best value to RPC Shareholders. A further announcement will be made when appropriate. There can be no certainty that any offer by Berry will be made for the Company, nor as to the terms on which any offer might be made.
In accordance with Paragraph 4(c) of Appendix 7 of the Code, the Panel will announce the deadline by which Berry must clarify its intentions in relation to RPC.
RPC Profit Forecast
On 6 June 2018, RPC released the 2018 Preliminary Results Announcement, including the following statement which was repeated in the FY18 Annual Report:
"We target through the cycle underlying organic growth ahead of GDP and to improve the adjusted operating profit of the core businesses, including the contribution from the recent Nordfolien acquisition, by at least £50m by the financial year ending March 2021."
This statement constitutes a profit forecast for the purposes of Rule 28 of the Code for the 3-year period to 31 March 2021 (the "RPC Profit Forecast") and has therefore been included in the Scheme Document. The bases of preparation and assumptions used for the RPC Profit Forecast and the confirmations from the RPC Directors required by the Code are set out in Part 6 (RPC Profit Forecast) of the Scheme Document.
The 3-year Profit Forecast is expected to follow the phasing below. In each case the RPC Group's adjusted operating profit, as described further in Part 6 of the Scheme Document, is forecast to be at least the amount shown in each period.
| Financial years ending 31 March | ||
| 2019 | 2020 | 2021 |
Adjusted operating profit - Core business (including Nordfolien) (£m) | 415.0 | 440.0 | 464.3 |
It is inevitable that there is a degree of inherent uncertainty relating to the 3-year Profit Forecast given the duration of the period which the forecast covers. The 3-year Profit Forecast should therefore be read in this context and considered accordingly.
Notices of the Court Meeting and General Meeting
As described in the Scheme Document, to become effective the Scheme requires: (i) that the requisite majority of eligible RPC Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting; and (ii) the sanction of the Scheme by the Court. The Scheme is also subject to the satisfaction or waiver of the Conditions and to the further terms that are set out in the Scheme Document.
Notices of the Court Meeting and the General Meeting, each of which will be held at The Lincoln Centre, 18 Lincoln's Inn Fields, London, WC2A 3ED on 20 March 2019, are set out in the Scheme Document. The Court Meeting will commence at 11.00 a.m. and the General Meeting at 11.10 a.m. (or, if later, as soon as the Court Meeting has concluded or been adjourned).
Timetable
The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also included below. Subject to obtaining the approval of RPC Shareholders and the Court, and the satisfaction or, where applicable, the waiver of the other Conditions (as set out the Scheme Document), the Scheme is expected to become effective in the second quarter of 2019.
RPC will give adequate notice of the date and time of the Court Hearing, once known, by issuing an announcement through a Regulatory Information Service.
The following indicative timetable is based on current dates expected by RPC and the Bidder for the implementation of the Scheme and all dates and times are subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to RPC Shareholders by an announcement through a Regulatory Information Service, with such announcement also being made available on RPC's website at www.rpc-group.com/corporate/investors.
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Latest time for lodging Forms of Proxy for the: |
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Court Meeting | 11.00 a.m. on 18 March 2019 (1) |
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General Meeting | 11.10 a.m. on 18 March 2019 (2) |
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Voting Record Time for the Court Meeting and the General Meeting | 6.30 p.m. on 18 March 2019 (3) |
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Court Meeting | 11.00 a.m. on 20 March 2019 |
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General Meeting | 11.10 a.m. on 20 March 2019 (4) |
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The following dates are indicative only and are subject to change depending, among other things, on the date upon which (i) the Conditions to the Scheme are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme and (iii) the Court Order is delivered to the Registrar of Companies. RPC will give notice of the date and time of the Court Hearing, once known, by issuing an announcement through a Regulatory Information Service. | |
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Court Hearing | A date expected to be in the second quarter of 2019, subject to regulatory clearances "D"(5) |
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Last day of dealings in RPC Shares | D+1(5) |
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Scheme Record Time | 6.30 p.m. on D+1(5) |
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Suspension of dealings in and disablement of CREST of RPC Shares | By 8.00 a.m. on D+2(5) |
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Effective Date of the Scheme | By 8.00 a.m. on D+2(5) |
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De-listing and cancellation of admission to trading of RPC Shares | By 8.00 a.m. on D+3(5) |
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Latest date for despatch of cheques and crediting of CREST for cash consideration due under the Scheme | 14 days after the Effective Date |
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Long Stop Date | 11.59 p.m. on 30 September 2019(6) |
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(1) It is requested that Forms of Proxy for the Court Meeting be lodged not later than 48 hours prior to the time appointed for the Court Meeting or, if the Court Meeting is adjourned, the time fixed for any adjourned Court Meeting. Forms of Proxy for the Court Meeting not so lodged may be handed to a representative of Equiniti, on behalf of the Chairman of the Court Meeting, or to the Chairman of the Court Meeting, before the start of the Court Meeting. |
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(2) In order to be valid, the Forms of Proxy for the General Meeting must be lodged not later than 48 hours prior to the time appointed for the General Meeting. |
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(3) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.30 p.m. on the day which is two days prior to the date of the adjourned meeting. |
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(4) Or as soon thereafter as the Court Meeting is concluded or adjourned. |
(5) These dates are indicative only and will depend, among other things, on the date upon which (i) the conditions to the Scheme are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme and (iii) the Court Order is delivered to the Registrar of Companies. RPC will give notice of the date and time of the Court Hearing, once known, by issuing an announcement through a Regulatory Information Service. |
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(6) This is the latest date by which the Scheme may become effective. However, the Long Stop Date may be extended to such later date as RPC and the Bidder may agree in writing (with the Panel's consent and as the Court may approve (should such approval(s) be required)). |
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All references in this timetable to times are to London time unless otherwise stated.
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Enquiries
Rothschild & Co (Joint Lead Financial Adviser) +44 (0) 20 7280 5000
Charles Montgomerie
David Weinberg
Mohammed Moolla
Credit Suisse (Joint Lead Financial Adviser) +44 (0) 20 7888 8888
Cathal Deasy
Joe Hannon
Karl Montfort
Evercore (Joint Lead Financial Adviser) +44 (0) 20 7653 6000
Anthony Laubi
Jefferies (Corporate Broker and Financial Adviser) +44 (0) 20 7029 8000
Jonathan Wilcox
David Watkins
Deutsche Bank (Corporate Broker and Financial Adviser) +44 (0) 20 7545 8000
Charles Wilkinson
Richard Sheppard
FTI Consulting (PR Adviser) +44 (0) 20 3727 1340
Richard Mountain
Nick Hasell
Notice related to financial advisers
N M Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for RPC and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than RPC for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement.
Credit Suisse International ("Credit Suisse"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as financial adviser exclusively for RPC and no one else in connection with the matters set out in this Announcement and will not be responsible to any person other than RPC for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this Announcement or any matter referred to herein. Neither Credit Suisse 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 Credit Suisse in connection with this Announcement, any statement contained herein or otherwise.
Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as financial adviser exclusively for RPC and for no one else in connection with matters set out in this Announcement, and will not be responsible to anyone other than RPC for providing the protections afforded to clients of Evercore, nor for providing advice in relation to matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract or in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this Announcement, any statement contained therein or otherwise.
Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for RPC and no one else in connection with the matters set out in this Announcement. In connection with such matters, Jefferies will not regard any other person as their client, nor and will not be responsible to anyone other person than RPC for providing the protections afforded to clients of Jefferies or for providing advice in relation to the contents of this Announcement or any other matter referred to herein. Neither Jefferies nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this Announcement, any statement contained herein or otherwise.
Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the Prudential Regulation Authority and Financial Conduct Authority. Neither Deutsche Bank AG, London Branch ("Deutsche Bank") nor any of its subsidiaries, branches or affiliates will be responsible to any person other than RPC for providing any of the protections afforded to clients of Deutsche Bank nor for providing advice in relation to any matters referred to in this Announcement. Neither Deutsche Bank 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 Deutsche Bank in connection with this Announcement, any statement contained herein, or otherwise. Deutsche Bank is acting as financial adviser and corporate broker to RPC and no other person in connection with the contents of this Announcement.
Further information
This Announcement is for information purposes only and is not intended to and does not constitute or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of securities by RPC in any jurisdiction in contravention of applicable law.
The Acquisition will be implemented solely by means of the Scheme Document (or if the Acquisition is implemented by way of a Takeover Offer, the offer document), which will contain the full terms of the Acquisition including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should only be made on the basis of the information contained in the Scheme Document (or, if applicable, the offer document). Each RPC Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them.
Overseas jurisdictions
The release, publication or distribution of this Announcement in, into or from jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the UK to vote their RPC Shares at the Court Meeting and/or the General Meeting, or to appoint another person as proxy to vote at the Court Meeting and/or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located.
Any failure to comply with applicable restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
This Announcement has been prepared for the purposes of complying with English law, including the Code, and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England.
Copies of this Announcement and formal documentation relating to the Acquisition will not be, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
Additional information for US investors
The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the UK to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules and the US Securities Act. The financial information included in this Announcement and the Scheme Document has been or will have been prepared in accordance with IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If the Bidder exercises its right to implement the acquisition of RPC Shares by way of a Takeover Offer, such offer will be made in compliance with applicable US laws and regulations.
The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its RPC Shares pursuant to the Scheme will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local tax laws. Each RPC Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them.
It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since the Bidder and RPC are located primarily in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of RPC Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to the jurisdiction and judgment of a US court.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, the Bidder or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, RPC Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and (if required) will be available on the London Stock Exchange website at www.londonstockexchange.com.
Forward-looking statements
This Announcement and the Scheme Document contain statements about the Bidder and RPC that are or may be deemed to be forward looking statements. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. 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 Bidder's or RPC's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the Bidder's or RPC's business.
Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including: increased competition, the loss of or damage to one or more key customer relationships, changes to customer ordering patterns, delays in obtaining customer approvals for engineering or price level changes, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw material or energy market prices, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. The Bidder disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.
No profit forecasts or profits estimates
The RPC Profit Forecast is a profit forecast for the purposes of Rule 28 of the Code. The bases of preparation and assumptions used for the RPC Profit Forecast and the confirmations from the RPC Directors required by the Code are set out in Part 6 (RPC Profit Forecast) of the Scheme Document.
Other than the RPC Profit Forecast, no statement in this Announcement (including any statement of estimated synergies) is intended as a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share for RPC for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per RPC Share, as appropriate.
Dealing disclosure requirements
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 the 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. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) 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 pm (London time) on the business day following the date of the relevant dealing.
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 Panel's website at 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. You should consult the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in RPC securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
Publication on website and hard copies
In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), on RPC's website (www.rpc-group.com/corporate/investors) by no later than 12.00 noon on 20 February 2019. Save as expressly referred to in this Announcement, the contents of these websites are not incorporated into and do not form part of this Announcement.
RPC Shareholders, persons with information rights and certain other relevant persons may request a hard copy of this Announcement, free of charge, by either calling RPC's registrar, Equiniti, on 0333 207 6505 (or +44 121 415 0974 if calling from outside the UK), or writing to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. For RPC Shareholders who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.
Rounding
Figures (if any) included in this Announcement may have been subjected to rounding adjustments. Accordingly, any figures shown for the same category presented in different tables may vary slightly and figures shown as totals in tables (if any) may not be an arithmetic aggregation of the figures that precede them.
Time
All times shown in this Announcement are London times, unless otherwise stated.