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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

23 January 2019

RECOMMENDED FINAL CASH OFFER

for

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

Summary

· The boards of directors of Rome UK Bidco Limited (the "Bidder") and RPC Group Plc ("RPC") are pleased to announce that they have reached agreement on the terms of a recommended offer pursuant to which the Bidder will acquire the entire issued and to be issued ordinary share capital of RPC (the "Acquisition").

· The Bidder is a newly incorporated company formed on behalf of funds managed by Apollo.

· Under the terms of the Acquisition, each RPC Shareholder will be entitled to receive:

in respect of each RPC Share: 782 pence in cash (the "Consideration")

· In addition, under the terms of the Acquisition, RPC Shareholders will be entitled to receive the previously declared interim dividend of 8.1 pence per RPC Share to be paid on 25 January 2019 to RPC Shareholders on the register at 28 December 2018 (the "Interim Dividend") without any consequential reduction in the Consideration, subject to and on the terms set out in paragraph 16 of this Announcement.

· The Bidder's offer is final and the Consideration will not be increased.

· The Consideration, together with the Interim Dividend, represents:

· a premium of 15.6 per cent. to the Closing Price of 683.6 pence per RPC Share on 7 September 2018 (being the last Business Day prior to the commencement of the Offer Period);

· a premium of 25.0 per cent. to the adjusted unaffected price of 631.9 pence per RPC Share on 7 September 2018 (being the Closing Price per RPC Share on the last Business Day prior to the commencement of the Offer Period, adjusted for the 7.6 per cent. decline in the FTSE 250 index over the course of the Offer Period);

· a premium of 13.9 per cent. to the 30 day VWAP of 693.4 pence per RPC Share on 22 January 2019 (being the last Business Day prior to the date of this Announcement);

· a premium of 7.6 per cent. to the Closing Price of 734.0 pence per RPC Share on 22 January 2019 (being the last Business Day prior to the date of this Announcement); and

· a value of £3,323 million for RPC's issued and to be issued share capital.

· The RPC Directors, who have been so advised by Rothschild & Co, Credit Suisse and Evercore as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their financial advice to the RPC Directors, Rothschild & Co, Credit Suisse and Evercore have taken into account the commercial assessments of the RPC Directors.

· Accordingly, the RPC Directors intend to recommend unanimously that RPC Shareholders vote in favour of the Scheme at the Court Meeting and the RPC Resolutions at the RPC General Meeting, as the RPC Directors have irrevocably undertaken to do in respect of their own beneficial holdings, and have undertaken to use reasonable endeavours to procure in respect of the beneficial holdings of their close relatives, being 996,181 RPC Shares in total representing approximately 0.2 per cent. of the ordinary share capital of RPC in issue as at the Latest Practicable Date. Further details of those irrevocable undertakings are set out in paragraph 17 of, and Appendix III to, this Announcement.

· The Bidder has also received a letter of intent from Eminence Capital to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the RPC General Meeting in respect of a total of 2,996,835 RPC Shares, representing approximately 0.74 per cent. of the issued ordinary share capital of RPC as at the Latest Practicable Date. Further details of this letter of intent are set out in paragraph 17 of this Announcement.

· It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement of RPC pursuant to Part 26 of the Companies Act 2006, further details of which are contained in the full text of this Announcement and which will be set out in the Scheme Document. However, the Bidder reserves the right (in accordance with the terms of the Co-operation Agreement) to implement the Acquisition by way of a Takeover Offer (with the consent of the Panel).

· The Acquisition will be subject to the Conditions and certain further terms set out in Appendix I to this Announcement.

· The Scheme Document will include further details of the Scheme, together with notices of the Court Meeting and the RPC General Meeting and the expected timetable, and will specify the action to be taken by RPC Shareholders. The Scheme Document will be sent to RPC Shareholders as soon as reasonably practicable, and in any event (save with the consent of the Panel), within 28 days of this Announcement. The Scheme is expected to become Effective in the second quarter of 2019, subject to the satisfaction or (where applicable) waiver of the Conditions.

· The Scheme will be governed by English law and will be subject to the jurisdiction of the courts of England. The Scheme will be subject to the applicable requirements of the Takeover Code, the Panel, the Listing Rules, the London Stock Exchange and the UKLA.

Commenting on the Acquisition, Jamie Pike, Chairman of RPC, said:

"The Board believes that the offer recognises the quality of RPC's businesses and the strength of their future prospects. In July I stated that differing investor views on the appropriate level of gearing was constraining the group's ability to pursue opportunities for growth and, as such, putting pressure on RPC's valuation. I also said that the Board was working to resolve this situation. Today's announcement is the culmination of that process. The Board believes that the offer of £7.82 per share is a good outcome for shareholders and intends to recommend unanimously that they accept this offer."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including its appendices).

The Acquisition will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix II to this Announcement contains the sources of information and bases of calculations of certain information contained in this Announcement. Appendix III to this Announcement contains details of the irrevocable undertakings received in relation to the Acquisition. Appendix IV to this Announcement contains definitions of certain expressions used in this summary and in this Announcement.

Enquiries:

Sullivan & Cromwell LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are retained as legal advisers to Apollo and the Bidder. Slaughter and May is retained as legal adviser to RPC.

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 Acquisition 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 Acquisition, 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 Acquisition 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 Acquisition 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.

BNP Paribas is incorporated in France with limited liability under registration no. 662 042 449 RCS Paris and has its registered office at 16 Boulevard des Italiens, 75009 Paris, France. BNP Paribas is lead supervised by the European Central Bank and the Autorité de Contrôle Prudentiel et de Résolution ("ACPR"). BNP Paribas, London Branch is registered in England and Wales under no. FC13447 and has its registered office at 10 Harewood Avenue, London NW1 6AA. BNP Paribas, London Branch is authorised by the European Central Bank, the ACPR and the PRA and is subject to regulation by the FCA and PRA for activities carried out in and from the United Kingdom. Details about the extent of such authorisation and regulation by the PRA, and regulation by the FCA, are available on request. Please note that BNP Paribas is acting for the Bidder and no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than the Bidder for providing the protections afforded to clients of BNP Paribas or for providing advice in relation to the subject matter of this Announcement.

HSBC Bank plc ("HSBC"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for the Bidder and no one else in connection with the Acquisition and will not be responsible to anyone other than the Bidder for providing the protections afforded to clients of HSBC, or for providing advice in relation to the Acquisition or any matter described in this Announcement or any transaction or arrangement referred to herein.

N M Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA 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 PRA and the FCA 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 in the United Kingdom by the FCA, is acting as financial adviser exclusively to RPC and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters set out in this Announcement and shall not be responsible to anyone other than RPC for providing the protections afforded to clients of Evercore, or for providing advice in connection with the matters set out in this Announcement. 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, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this Announcement, any statement contained herein or otherwise.

Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the FCA, 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 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 ("Deutsche Bank") is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the PRA. 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 PRA and FCA. Neither 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, acting through its London branch, 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 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 Acquisition or otherwise, nor will there be any sale, issuance, exchange or transfer of securities of RPC pursuant to the Acquisition or otherwise in any jurisdiction in contravention of applicable law.

The Acquisition will be subject to English law and to the applicable requirements of the Takeover Code, the Panel, the Listing Rules, the London Stock Exchange and the UKLA.

The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of the Scheme or other response in relation to the Acquisition by RPC Shareholders should be made only on the basis of the information contained in the Scheme Document. RPC Shareholders are advised to read the Scheme Document (including the related Forms of Proxy) carefully once these become available because they will contain important information in relation to the Acquisition.

The Bidder reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the acquisition of the RPC Shares by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect, among other things, the change in structure by which the Acquisition is to be implemented and compliance with all applicable laws, including US securities laws.

Restricted Jurisdictions

The release, publication or distribution of this Announcement in, into or from jurisdictions other than the United Kingdom may be restricted by law and therefore any persons into whose possession this Announcement comes who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their RPC Shares with respect to the Scheme at the Court Meeting, to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf may be affected by the laws of the relevant jurisdiction in which they are located. Any failure to comply with such requirements or restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and other persons involved in the Acquisition disclaim any responsibility or liability for any violation of such restrictions by any person.

This Announcement has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation and the Disclosure and Transparency Rules 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 and regulations of jurisdictions outside England.

Unless otherwise determined by the Bidder or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. No person may vote in favour of the Acquisition by any use, means, instrumentality or form, and the Acquisition will not be capable of acceptance, from or within a Restricted Jurisdiction, if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction, where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from Restricted Jurisdictions, where to do so would violate the laws in that jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation) the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to RPC Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom will be contained in the Scheme Document.

Additional information for US investors

The Acquisition relates to the shares of a UK company and is being made by means of a scheme of arrangement provided for under the Companies Act. 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 Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules and the US Securities Act. If, in the future, the Bidder exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act. Financial information included in this Announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US GAAP.

The receipt of cash consideration by a US holder for the transfer of its RPC Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each RPC Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him, including under applicable United States state and local, as well as foreign and other, tax laws.

It may be difficult for US holders of RPC Shares to enforce their rights and any claim 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 the 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.

Cautionary Note Regarding Forward Looking Statements

This Announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of RPC and certain plans and objectives of the Bidder with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning (or the negative thereof). These statements are based on assumptions and assessments made by RPC, and/or the Bidder in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Neither the Bidder nor RPC assumes or undertakes any obligation to update, revise or correct any of the information contained in this Announcement including without limitation any forward-looking statements (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. All forward-looking statements attributable to the Bidder or RPC or any person acting on either company's behalf are expressly qualified in their entirety by this cautionary statement. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

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 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 pm (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (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 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 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 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

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.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by RPC Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from RPC may be provided to the Bidder during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and Availability of Hard Copies

A copy of this Announcement and the documents required to be published by Rule 26 of the Takeover Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on RPC's website at http://www.rpc-group.com by no later than 12 noon (London time) on the Business Day following this Announcement. For the avoidance of doubt, neither the content of any website referred to in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.

RPC Shareholders may request a hard copy of this Announcement by: (i) contacting RPC Group Secretariat during business hours on +44 (0) 1933 410064 (lines are open from 9am to 5pm (London time), Monday to Friday (excluding public holidays in England and Wales), or (ii) by submitting a request by post to RPC Group Secretariat at Sapphire House, Crown Way, Rushden, Northamptonshire, NN10 6FB. If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this document will not be provided unless such a request is made. RPC Shareholders 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.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

23 January 2019

RECOMMENDED FINAL CASH OFFER

for

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

1 Introduction

The boards of directors of the Bidder and RPC are pleased to announce that they have reached agreement on the terms of a recommended offer pursuant to which the Bidder will acquire the entire issued and to be issued ordinary share capital of RPC. It is intended that the Acquisition will be effected by means of a scheme of arrangement of RPC to be made pursuant to Part 26 of the Companies Act 2006 (the "Scheme").

The Bidder is a newly incorporated company formed on behalf of funds managed by Apollo.

2 The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out below and in Appendix I and the full terms and conditions to be set out in the Scheme Document, each RPC Shareholder will be entitled to receive:

in respect of each RPC Share: 782 pence in cash (the "Consideration")

Under the terms of the Acquisition, RPC Shareholders will be entitled to receive the previously declared interim dividend of 8.1 pence per RPC Share to be paid on 25 January 2019 to RPC Shareholders on the register at 28 December 2018 (the "Interim Dividend") without any consequential reduction in the Consideration, subject to and on the terms set out in paragraph 16 of this Announcement.

If any dividend and/or other form of capital return or distribution is announced, declared, made or paid by RPC in respect of RPC Shares on or after the date of this Announcement and prior to the Effective Date, other than the Interim Dividend, the Consideration payable in respect of each RPC Share under the Acquisition will be reduced by the amount of all or part of any such dividend and/or other form of capital return or distribution.

The Bidder's offer is final and the Consideration will not be increased.

The Consideration, together with the Interim Dividend, represents:

· a premium of 15.6 per cent. to the Closing Price of 683.6 pence per RPC Share on 7 September 2018 (being the last Business Day prior to the commencement of the Offer Period);

· a premium of 25.0 per cent. to the adjusted unaffected price of 631.9 pence per RPC Share on 7 September 2018 (being the Closing Price per RPC Share on the last Business Day prior to the commencement of the Offer Period, adjusted for the 7.6 per cent. decline in the FTSE 250 index over the course of the Offer Period);

· a premium of 13.9 per cent. to the 30 day VWAP of 693.4 pence per RPC Share on 22 January 2019 (being the last Business Day prior to the date of this Announcement);

· a premium of 7.6 per cent. to the Closing Price of 734.0 pence per RPC Share on 22 January 2019 (being the last Business Day prior to the date of this Announcement); and

· a value of £3,323 million for RPC's issued and to be issued share capital.

3 Background to and reasons for the Acquisition

The Bidder believes that RPC, which benefits from leading market positions, a well-diversified portfolio in terms of customer base, product mix and geographical exposures for both packaging and non-packaging plastic products, and which has the necessary scale to benefit from a global polymer market, is well placed to take advantage of opportunities for growth, investment and further consolidation in the plastic packaging industry. 

Funds managed by affiliates of Apollo have significant experience in the broader packaging industry in general, and the plastic packaging industry in particular, including through their previous ownership of Berry Plastics (now Berry Global), a global manufacturer and marketer of plastic packaging products operating in the United States. In particular, the strategy for the Berry Plastics investment involved a significant "buy and build" component, with Berry Plastics making 14 further acquisitions during the life of the investment.

When the directors of RPC decided to explore the sale of RPC and solicit interest from parties who understood the potential of RPC's business (as described further in paragraph 6 below), Apollo pursued the opportunity because it believed that, through having a well-developed understanding of the challenges as well as the opportunities in the broader packaging industry in general, and the plastic packaging industry in particular, funds managed by Apollo would be ideally well placed to help RPC navigate the challenges while continuing with its growth strategy in order to try and capitalise on the opportunities for the benefit of all stakeholders.

4 Financing of the Acquisition

The Bidder is providing the Consideration payable to RPC Shareholders pursuant to the terms of the Acquisition through a combination of equity financing to be provided by funds managed by Apollo and third party debt to be provided under an interim facilities agreement arranged by Barclays Bank PLC, BNP Paribas Fortis SA/NV, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, HSBC Bank plc, Jefferies Finance LLC and Coöperatieve Rabobank U.A. trading as Rabobank London.

Barclays and Citi, as lead financial advisers to the Bidder, are satisfied that sufficient cash resources are available to the Bidder to enable it to satisfy in full the Consideration payable to RPC Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

5 Recommendations

The RPC Directors, who have been so advised by Rothschild & Co, Credit Suisse and Evercore as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their financial advice to the RPC Directors, Rothschild & Co, Credit Suisse and Evercore have taken into account the commercial assessments of the RPC Directors. Rothschild & Co is providing independent advice to the RPC Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the RPC Directors intend to recommend unanimously that RPC Shareholders vote in favour of the Scheme at the Court Meeting and the RPC Resolutions at the RPC General Meeting, as they have irrevocably undertaken to do in respect of their entire beneficial holdings of RPC Shares, and as they have irrevocably undertaken to use reasonable endeavours to procure in respect of the beneficial holdings of their close relatives, amounting in aggregate to 996,181 RPC Shares, representing approximately 0.2 per cent. of the issued ordinary share capital of RPC as at the Latest Practicable Date.

6 Background to and reasons for the recommendation

RPC has a strong competitive position and an excellent reputation in the market. Whilst the RPC Board is confident in the long-term prospects of the business, it is also mindful of the risks to the business posed by the current political and macro-economic environment, amongst other factors, and as previously noted, differing investor views on the appropriate level of leverage have been a constraint on RPC's opportunities and growth. In the view of the RPC Board, RPC's share price had for some time prior to the commencement of the Offer Period undervalued both the fundamental performance and the prospects of the business. 

In view of the considerations above, the RPC Board and its financial advisers considered the possibility of shareholder value being maximised through an offer for RPC and, as announced on 10 September 2018, RPC entered into discussions with a number of parties, including Apollo and Bain Capital.

These discussions were part of a competitive process conducted by the RPC Board. This Announcement represents the culmination of these discussions.

Having been so advised by its financial advisers, the RPC Board believes that the terms of the Acquisition, being the best and highest offer forthcoming to the RPC Board, are fair and reasonable.

Although the RPC Board is confident about RPC's future prospects, the RPC Board considers that, in the absence of the Acquisition, it would be unlikely that RPC Shares would trade at the valuation levels implied by the Acquisition in the short to medium term. In addition, the Acquisition provides an opportunity for all RPC Shareholders to obtain liquidity for their investment.

In considering whether to recommend the Acquisition, the RPC Board took into account, inter alia, the following:

· the factors summarised above, including the current political and macro-economic environment, differing investor views on the appropriate level of leverage limiting prospects for growth, and the performance of the RPC's share price relative to RPC's underlying financial performance and prospects;

· the views expressed by some of RPC's larger shareholders to the RPC Board / RPC's financial advisers;

· the price offered to RPC Shareholders, which at 782 pence per RPC Share, together with the Interim Dividend, represents:

o a premium of 15.6 per cent. to the Closing Price of 683.6 pence per RPC Share on 7 September 2018 (being the last Business Day prior to the commencement of the Offer Period);

o a premium of 25.0 per cent. to the adjusted unaffected price of 631.9 pence per RPC Share on 7 September 2018 (being the Closing Price per RPC Share on the last Business Day prior to the commencement of the Offer Period, adjusted for the 7.6 per cent. decline in the FTSE 250 index over the course of the Offer Period);

o a premium of 13.9 per cent. to the 30 day VWAP of 693.4 pence per RPC Share on 22 January 2019 (being the last Business Day prior to the date of this Announcement);

o a premium of 7.6 per cent. to the Closing Price of 734.0 pence per RPC Share on 22 January 2019 (being the last Business Day prior to the date of this Announcement); and

o a value of £3,323 million for RPC's issued and to be issued share capital;

· the RPC Board having conducted a competitive process involving multiple interested parties which culminated in this Announcement, representing the best and highest offer forthcoming to the RPC Board;

· although the RPC Board is confident about RPC's future prospects, the RPC Board considered that it would be unlikely that RPC Shares would trade at the valuation levels implied by the Acquisition in the short to medium term; and

· the fact that the Acquisition provides an opportunity for all RPC Shareholders to obtain liquidity for their investment.

7 Information on Apollo and the Bidder

Information on Apollo

Apollo is a Delaware limited partnership that manages a number of investment funds (including Apollo Investment Fund IX, L.P.) comprising the Apollo Fund IX Group. These investment funds closed to investors on 31 December 2017 with total commitments of $24.7 billion. Apollo and its affiliates are one of the leading global alternative investment managers, with assets under management of approximately $270 billion as of 30 September 2018.

Information on the Bidder

The Bidder is a newly incorporated company under the laws of England and Wales, formed by Apollo on behalf of funds managed by it, for the purpose of undertaking the Acquisition.

8 Information on RPC

RPC is a leading international design and engineering company of plastic products for both packaging and selected non-packaging markets. RPC operates in 33 countries and employs approximately 25,000 people. RPC serves a wide range of customers, including many blue‐chip organisations across food and non-food packaging, personal and healthcare and other segments, and has a strong track record of technical expertise and product innovation across multiple polymer conversion processes.

RPC's strategy is to grow and develop leading positions in its chosen product-markets and geographies in the plastics industry, by establishing strong long-term relationships with its customers and by developing high quality, innovative products that meet customers' needs.

RPC is headquartered in England and operates throughout the UK, across mainland Europe, Africa, Asia and in the US. RPC's ordinary shares are admitted to the premium segment of the Official List and to trading on the main market of the London Stock Exchange.

RPC's end markets include:

Food: RPC produces packaging ranges across many consumer food markets, often involving complex, lightweight or functional value-added designs for markets including dairy and sauce, or incorporating barrier technology for increased shelf-life.

Beverage: RPC manufactures a range of innovative caps and closures for sports drinks and other beverages; coffee capsules and other single serve systems.

Non-Food: RPC has broad capability across the non-food space - and in particular standard product ranges, including strong market positions in industrial containers as well as those for surface coverings.

Healthcare: Inhalers, dose counters and other medical devices are produced by RPC, as well as containers and closures for over the counter and prescription medicines.

Personal Care: Focusing primarily on the beauty and cosmetics markets, RPC's operations in the personal care market covers multi-part packaging, including dispensing systems, as well as standard product ranges.

Technical Components: RPC's expertise in technical components covers the production of complex engineered precision moulded components; products for serving the temporary waste solutions market; products manufactures using rotational moulding technology for materials handling and speciality vehicles markets.

RPC operates on a divisional model, with 34 strategic business units spread across seven divisions. Each division combines sites with similar technologies whose expertise centres on specific product and market segments. Regardless of divisional segmentation, close working partnerships exist throughout the RPC Group to facilitate a healthy and constant exchange of knowledge and ideas, and ensure that the RPC Group is always developing the best and most appropriate product for each customer, utilising and combining the necessary skills from anywhere within the RPC Group.

For the financial year ended 31 March 2018, RPC's revenue was £3,747.7 million (2017: £2,747.2 million). For the six months ended 30 September 2018 (reported on 28 November 2018), RPC's revenue was £1,892 million (2017: £1,770 million).

9 Intentions of the Bidder

Business of the RPC Group

The Bidder believes that RPC represents an attractive investment opportunity, as it believes that the breadth and scale of RPC's operations in plastic packaging will allow it to maintain and further improve its position in product development, innovation and purchasing, as well as to continue to take advantage of the highly fragmented market in the plastic packaging industry in Europe and North America in particular. 

The Bidder is confident in the overall prospects of RPC's business and the sectors in which it supplies packaging and other plastic solutions, and it is excited to support RPC management team to continue to enhance the quality of its product offering and to grow the value of the business in the longer term.

The Bidder also believes that in order to maximise its future growth potential, RPC will be better suited to a private company environment, where both acquisitions and initiatives relating to the performance and development of its businesses can be implemented effectively, with appropriate support, capital and assistance from the Bidder and without the costs, constraints and distractions associated with being a listed company.

Prior to this Announcement, consistent with market practice, the Bidder has been granted access to RPC's senior management for the purposes of confirmatory due diligence. However, because of the RPC Group's decentralised management structure, and the constraints of a public offer process, it was not possible for RPC to provide the Bidder with sufficient access at either a divisional, business unit or manufacturing site level to enable the Bidder to formulate detailed plans or intentions regarding the impact of the Acquisition on the RPC Group and its business or its employees. 

The objective of the Bidder's strategy for the RPC Group is to enhance long-term value for all stakeholders by creating a more profitable and capital efficient business. The strategy involves supporting RPC management's strategy of further building the RPC Group through acquisitions, while also focusing on long-term profitable organic growth and capital allocation across the RPC Group.

In relation to acquisitions, the Bidder will both review the pipeline of potential acquisition opportunities which have been identified by RPC management and identify other potential acquisition opportunities based on its knowledge of the plastic packaging industry. The Bidder expects that its assessment of potential acquisition opportunities, which will be part of the evaluation described below, will involve identifying businesses whose size, geographic footprint and/or product range are strategic to RPC's existing operations and consistent with the Bidder's objective to create long-term value for all stakeholders. The Bidder expects that such acquisition opportunities would largely be focused on the European and North American markets.

RPC has also, as part of management's strategy, made a number of one-off disposals of particular business line or manufacturing sites. The Bidder is supportive of management's current strategy that focuses on products and/or markets where it has scale and competitive advantage and the Bidder will, together with RPC management, continue to evaluate, on a case-by-case basis, potential disposal opportunities in relation to non-material, non-core manufacturing sites or business units. Such disposals could involve changes to RPC's business activities, places of business and fixed asset base. If any divestments are made, the number of employees employed within the RPC Group would also be reduced.

The Bidder will work with RPC management to understand how the RPC Group's recent acquisitions have been integrated and to evaluate whether there are areas in which it may be possible for the RPC Group to achieve further synergies in relation to such recent acquisitions, in particular with regards to purchasing. 

Following this Announcement, the Bidder intends to work with RPC's management to undertake an evaluation of the RPC Group. While the parameters of the review have not yet been finalised, the Bidder expects that it will involve an evaluation of the short-term and long-term objectives for each of the RPC Group's seven divisions and the business units within each of them. This evaluation, which is expected to last up to 12 months after the Scheme has become Effective, will focus on:

· reviewing the strategy of each of the RPC Group's seven divisions and the business units within each division, including their product ranges, markets and customers, which could include strategic acquisitions or targeted disposals in line with management's strategy applied over the past few years;

· identifying product ranges and end markets where increased R&D and/or capital investment, simplification of product ranges and/or increased co-ordination between different manufacturing sites or business units can help drive long-term profitable growth;

· considering enhancements to RPC management's strategy to further invest in the development of environmentally friendly packaging solutions in response to growing environmental concerns; and

· considering initiatives across the RPC Group's different business units to optimise cash flow generation and return on capital invested.

The Bidder understands the importance of innovation to RPC's business, and intends to continue to invest in and develop the RPC Group's design centres, with a view to ensuring in particular that RPC continues to be at the forefront of the development of more sophisticated packaging solutions to optimise re-use and recyclability. 

Employees, locations of places of business and redeployment of fixed assets

The Bidder has not yet begun to carry out the evaluation referred to above and has not reached any conclusions as to its likely outcome or made any decisions in relation to any specific actions that may be taken as a result of this evaluation. The Bidder therefore cannot be certain what impact there will be on the employment of, and the balance of skills and functions of, the management and employees of the RPC Group, or the location of the places of business or deployment of the fixed assets of the RPC Group.

As part of its evaluation, the Bidder will be carrying out a review of the RPC Group's executive management and an assessment of potential alterations to the structure and/or composition of executive management and this may lead to changes in the composition and/or functions of central, divisional or local management (including, potentially, the removal of overlaps). The Bidder does not have specific proposals for any changes in the composition and/or functions of central, divisional or local executive management, other than as described below.

In order to provide support and assistance to RPC in the performance and development of its businesses, the Bidder expects to involve individuals from Apollo's network of operating partners in the business of the RPC Group at board level to provide additional senior operational experience. As part of this, the Bidder proposes that Jon Rich, formerly the Chairman and CEO of Berry Plastics, would be appointed as the non-executive chairman of the board of the Bidder following the Scheme becoming Effective. 

The Bidder intends to safeguard the existing employment rights of the management and employees of RPC in accordance with applicable law and does not envisage any material change in the conditions of employment of the management and employees of RPC, other than the possible implementation of incentivisation arrangements for certain members of management referred to in paragraph 13.

Once RPC ceases to be a listed company, a limited number of central corporate and support functions, including PLC-related functions, may be reduced in scope or become unnecessary. In the first instance, RPC management proposes to identify after the date of this Announcement how individuals who are involved in those functions may be reassigned to other appropriate roles within the RPC Group prior to or with effect from the Scheme becoming Effective. The Bidder intends to support any steps taken by RPC management to reassign individuals in this way. The Bidder and RPC management intend, following the date on which the Scheme becomes Effective, to evaluate potential alternative locations for RPC Group's headquarters and headquarters functions, taking into account the location of the RPC Group's operations, the composition of the board of the Bidder after the Scheme becomes Effective, and other relevant factors. No step has been taken to date to identify any such locations.

In addition, the Bidder has agreed with RPC in the Co-operation Agreement certain arrangements in respect of (a) bonus determinations for management and employees of the RPC Group, (b) the treatment of outstanding options and awards over RPC Shares under the RPC Share Plans, and (c) the provision to RPC Group employees whose employment is terminated (other than for gross misconduct) within 12 months following completion of the Acquisition of termination benefits no less favourable than those to which they would have been entitled, or which were provided for under an RPC policy applicable to such employee, immediately prior to the Announcement.

The non-executive directors of RPC intend to resign as directors of RPC with effect from completion of the Acquisition.

Pensions

The RPC Group sponsors three DB Schemes, being the RPC Scheme, the M&H Plan and the BPP Scheme.

The governing documentation in respect of each of the RPC Scheme and the BPP Scheme provides that these schemes are closed to the admission of new members and future accrual by existing members.

The governing documentation in respect of the M&H Plan provides that (except for members who are entitled to lump sum death in service benefits only) the scheme is closed to new entrants but remains open to accrual of further benefits by existing members. The Bidder has no plans to terminate accrual under the M&H Plan for existing members.

Subject to any specific agreements reached with the trustees of each DB Scheme, the Bidder plans to maintain contributions payable to the DB Schemes under existing schedules of contributions entered into pursuant to Part 3 of the Pensions Act 2004. 

The Bidder has held constructive discussions with the trustees of each of the DB Schemes in relation to the impact of the Acquisition on each DB Scheme. The Bidder has entered into a memorandum of understanding with the trustee of the M&H Plan and is in advanced negotiations regarding memoranda of understanding with the trustees of each of the RPC Scheme and the BPP Scheme. The memorandum of understanding in relation to the M&H Plan provides for mitigation on the impact of the Acquisition on the M&H Plan through the exclusion of the employer from the debt security package and a £10 million guarantee from M&H Group Limited. Under this memorandum of understanding, the trustees of the M&H Plan have confirmed that having regard to the mitigation provided, the Acquisition is not materially detrimental to the likelihood of benefits being received. The proposed memoranda of understanding with the trustees of each of the RPC Scheme and the BPP Scheme, if and when agreed and entered into, will provide for mitigation on the impact of the Acquisition on those schemes.

Trading facilities

RPC is currently listed on the Official List and, as set out in paragraph 15, a request will be made to the London Stock Exchange to cancel trading in RPC Shares and de-list RPC from the Official List, to take effect on or shortly after the Effective Date.

10 Acquisition-related Arrangements

Confidentiality Agreement

Apollo and RPC have entered into a confidentiality agreement dated 22 August 2018(the "Confidentiality Agreement") pursuant to which Apollo has undertaken, among other things, to keep confidential information relating to RPC and not to disclose it to third parties (other than to permitted disclosees) unless, among other circumstances, required by law or regulation or at the request of applicable regulatory, governmental or supervisory organisations.

The Confidentiality Agreement also contains (i) undertakings from Apollo that, for a period of 12 months, subject to certain exceptions, it will not solicit certain senior and other employees of the RPC Group; and (ii) standstill provisions which restrict Apollo from acquiring or offering to acquire interests in securities of RPC; those provisions ceased to apply upon the making of this Announcement.

Co-operation Agreement

The Bidder, Apollo and RPC have entered into a co-operation agreement dated 23 January 2019 (the "Co-operation Agreement") pursuant to which:

· the Bidder has agreed to use all reasonable endeavours to secure the regulatory clearances and authorisations necessary to satisfy the regulatory conditions relating to the Acquisition; and

· Apollo, the Bidder and RPC have each agreed to certain undertakings to co-operate and provide each other with reasonable information, assistance and access in relation to the filings, submissions and notifications to be made in relation to such regulatory clearances and authorisations. 

The Co-operation Agreement records the parties' intention to implement the Acquisition by each of Scheme, subject to the ability of the Bidder to implement the Acquisition by way of a Takeover Offer with the consent of the Panel and (other than in certain circumstances set out in the Co-operation Agreement) RPC's prior written consent. The Co-operation Agreement will terminate in certain circumstances, including if the Scheme does not become Effective by the Long Stop Date.

Memorandum of Understanding with the trustee of the M&H Plan

As described in paragraph 9 above, the Bidder has entered into a memorandum of understanding with the trustee of the M&H Plan relating to the funding of the M&H Plan following completion of the Acquisition.

11 Conditions to the Acquisition

The Acquisition is subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document including, among other things:

(i) the receipt of antitrust clearances in the European Union and in other relevant jurisdictions;

(ii) the RPC Meetings being held no later than the 22nd day after the expected date of such meetings to be set out in the Scheme Document in due course (or such later date as may be agreed by the Bidder and RPC and the Court may allow);

(iii) the approval of the Scheme by the requisite majorities of RPC Shareholders at the RPC Meetings;

(iv) the Scheme being sanctioned by the Court on or before the 22nd day after the expected date of the Court Sanction Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed by the Bidder and RPC and the Court may allow); and

(v) the Scheme becoming Effective by the Long Stop Date.

12 The Scheme

It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement between RPC and the Scheme Shareholders pursuant to Part 26 of the Companies Act 2006.

The purpose of the Scheme is to provide for the Bidder to become the holder of the entire issued and to be issued ordinary share capital of RPC. This is to be achieved by the transfer of the Scheme Shares to the Bidder, in consideration for which the Scheme Shareholders will receive the Consideration.

To become Effective, the Scheme must be approved at the Court Meeting by a majority in number of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) who are on the register of members of RPC at the Scheme Voting Record Time present and voting, whether in person or by proxy, representing three quarters or more of the votes attached to the Scheme Shares cast by those Scheme Shareholders (or the relevant class or classes thereof, if applicable). The Scheme also requires the passing at the RPC General Meeting of the RPC Resolutions. The RPC General Meeting is expected to be held immediately after the Court Meeting. Following the RPC Meetings, the Scheme must be sanctioned by the Court. Finally, a copy of the Court Order must be delivered to the Registrar of Companies for registration, upon which the Scheme will become Effective.

The Scheme is also subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions that will be set out in the Scheme Document.

The Scheme Document will include full details of the Scheme, together with the notices convening the Court Meeting and the RPC General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be taken by RPC Shareholders. Subject to restrictions in respect of Restricted Jurisdictions, the Scheme Document will be sent to RPC Shareholders and, for information only, to persons with information rights and holders of options and/or awards granted under the RPC Share Plans, as soon as reasonably practicable, and in any event (save with the consent of the Panel), within 28 days of this Announcement. 

The Scheme is expected to become Effective in the second quarter of 2019, subject to the satisfaction or (where applicable) waiver of the Conditions. If the Scheme does not become Effective on or before the Long Stop Date, it will lapse and the Acquisition would not proceed (unless RPC and the Bidder otherwise agree and the Panel otherwise consents).

Upon the Scheme becoming Effective, (i) it will be binding on all RPC Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the RPC General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of RPC Shares will cease to be valid and entitlements to RPC Shares held in CREST will be cancelled. The Consideration payable under the Scheme will be despatched to Scheme Shareholders by the Bidder no later than 14 days after the Effective Date.

Upon the Scheme becoming Effective, the non-executive directors of RPC will resign as directors of RPC.

The Scheme will be governed by English law and will be subject to the jurisdiction of the Court. The Scheme will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the UKLA.

13 Incentivisation arrangements

The Bidder believes that the ongoing participation of senior management of the RPC Group is very important to the future success of the RPC Group. Accordingly, the Bidder intends to put in place certain incentivisation arrangements for selected members of senior management of the RPC Group with effect from and/or following completion of the Acquisition. However, no discussions in relation to such arrangements have yet taken place.

14 RPC Share Plans

Participants in any of the RPC Share Plans will be contacted regarding the effect of the Acquisition on their rights under the RPC Share Plans and appropriate proposals will be made to such participants in due course. Details of the proposals will be set out in the Scheme Document and in separate letters to be sent to participants in the RPC Share Plans.

The Acquisition will apply to any RPC Shares which are unconditionally allotted, issued or transferred to satisfy the vesting of awards or the exercise of options under the RPC Share Plans prior to the Scheme Record Time.

The Co-operation Agreement contains certain agreed arrangements with respect to the treatment of outstanding awards and options over RPC Shares under the RPC Share Plans.

15 De-listing of RPC Shares and Re-Registration

It is intended that, prior to the Scheme becoming Effective, RPC will make an application for the cancellation of the listing of RPC Shares on the Official List and for the cancellation of trading of the RPC Shares on the London Stock Exchange's main market for listed securities, in each case to take effect on or shortly after the Effective Date. The Scheme Document will set out details of the expected last day of dealings in RPC Shares on the main market of the London Stock Exchange and the latest time for registration of transfers prior to the Effective Date.

The Bidder also proposes that, after the RPC Shares are delisted, RPC will be re-registered as a private company limited by shares.

16 RPC Dividends

Under the terms of the Acquisition, the Bidder has agreed that RPC Shareholders will be entitled to receive the Interim Dividend without any consequential reduction in the Consideration payable by the Bidder in respect of each RPC Share under the Acquisition. If any dividend and/or other form of capital return or distribution is announced, declared, made or paid by RPC in respect of RPC Shares on or after the date of this Announcement and prior to the Effective Date, other than the Interim Dividend, the Consideration payable in respect of each RPC Share under the Acquisition will be reduced by the gross amount of all or part of any such dividend and/or other form of capital return or distribution.

17 Irrevocable undertakings, letter of intent and letter of support

The Bidder has received irrevocable undertakings from each of the RPC Directors to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the RPC General Meeting in respect of the RPC Shares they each beneficially hold, and to use reasonable endeavours to procure the casting of votes in favour in respect of the RPC Shares beneficially held by their close relatives, amounting to a total of 996,181 RPC Shares, representing approximately 0.2 per cent. of the issued ordinary share capital of RPC as at the Latest Practicable Date.

Further details of these irrevocable undertakings (including the circumstances in which they cease to have effect) are set out in Appendix III to this Announcement.

The Bidder has received a letter of intent from Eminence Capital to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the RPC General Meeting in respect of a total of 2,996,835 RPC Shares, representing approximately 0.74 per cent. of the issued ordinary share capital of RPC as at the Latest Practicable Date. Eminence Capital also holds an economic interest in a further 30,989,274 RPC Shares, representing approximately 7.62 per cent. of the issued ordinary share capital of RPC as at the Latest Practicable Date, and its letter of intent also applies to any further RPC Shares over which Eminence Capital obtains discretionary management and voting control after the date of its letter of intent.(1)

Canyon Capital, which holds a total economic exposure to 28,311,373 RPC Shares (representing approximately 6.97 per cent. of the issued ordinary share capital of RPC as at the Latest Practicable Date) pursuant to certain derivative contracts, but which does not have voting control over any RPC Shares, has also confirmed to the Bidder that it is supportive of the Acquisition.

(1) To the extent that Eminence Capital obtains discretionary management and voting control over any further RPC Shares, and the Bidder is notified of this by Eminence Capital, the Bidder will make an announcement of the information notified to it and the up-to-date total number of RPC Shares to which the letter of intent from Eminence Capital relates in accordance with Rule 2.10 of the Takeover Code.

18 Disclosure of Interests in RPC

Apollo made an Opening Position Disclosure setting out the details required to be disclosed by it under Rule 8.1(a) of the Takeover Code on 24 September 2018.

Save in respect of 95,586 RPC Shares, as described below, neither the Bidder, nor any of the Bidder Directors, nor, so far as the Bidder is aware, any person acting in concert (within the meaning of the Takeover Code) with it has: (i) any interest in or right to subscribe for any relevant securities (within the meaning of the Takeover Code) of RPC; nor (ii) any short positions in respect of any relevant securities of RPC (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; nor (iii) borrowed or lent any relevant securities of RPC (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code), nor is any such person party to any dealing arrangement of the kind referred to in Note 11 of the definition of "acting in concert" in the Takeover Code in relation to relevant securities of RPC:

(1) Catalina Insurance Ireland DAC holds a security interest in these shares which has been granted to it by Catalina General Insurance Ltd. Each of Catalina General Insurance Ltd and Catalina Insurance Ireland DAC is, in any event, deemed to be acting in concert with the Bidder.

(2) Catalina London Limited holds a security interest in these shares which has been granted to it by Catalina General Insurance Ltd. Each of Catalina General Insurance Ltd and Catalina London Limited is, in any event, deemed to be acting in concert with the Bidder.

'Interests in securities' for these purposes arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

19 General

The Bidder reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the acquisition of the RPC Shares by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in structure by which the Acquisition is to be implemented (including, subject to the terms of the Co-operation Agreement, an acceptance condition set at 90 per cent. of the RPC Shares to which such Takeover Offer relates or such lesser percentage as the Bidder may decide in accordance with paragraph 8 of part B of Appendix I, subject to the Panel's consent) and compliance with all applicable laws, including US securities laws.

The Acquisition will be made on the terms and subject to the Conditions and further terms set out in Appendix I to this Announcement. The sources of information and bases of calculations contained in this Announcement are set out in Appendix II to this Announcement. A summary of the irrevocable undertakings is contained in Appendix III to this Announcement. Certain terms used in this Announcement are defined in Appendix IV to this Announcement.

Each of Barclays, Citi, BNP Paribas, HSBC, Rothschild & Co, Credit Suisse, Evercore, Jefferies and Deutsche Bank has given and not withdrawn its consent to the publication of this Announcement with the inclusion herein of the references to its name in the form and context in which it appears.

20 Documents available on website

Copies of the following documents will, by no later than 12 noon on the Business Day following this Announcement, be made available on RPC's website at http://www.rpc-group.com until the Effective Date:

· this Announcement;

· the irrevocable undertakings referred to in paragraph 17 above and summarised in Appendix III to this Announcement;

· the letter of intent and letter of support referred to in paragraph 17 above;

· the Co-operation Agreement described in paragraph 10 above;

· the Confidentiality Agreement described in paragraph 10 above;

· the documents relating to financing of the Acquisition referred to in paragraph 4 above; and

· the memorandum of understanding with the trustee of the M&H Plan referred to in paragraph 9 above.

Neither the contents of RPC's website, nor the contents of any other website accessible from hyperlinks on such website, are incorporated into or form part of this Announcement.

Enquiries:

Sullivan & Cromwell LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are retained as legal advisers to Apollo and the Bidder. Slaughter and May is retained as legal adviser to RPC.

Important Notices about Financial Advisers

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the PRA and regulated in the United Kingdom by the PRA and the FCA, is acting exclusively for the Bidder and no one else in connection with the Acquisition 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 Acquisition, 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 Acquisition 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 Acquisition 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.

BNP Paribas is incorporated in France with limited liability under registration no. 662 042 449 RCS Paris and has its registered office at 16 Boulevard des Italiens, 75009 Paris, France. BNP Paribas is lead supervised by the European Central Bank and the ACPR. BNP Paribas, London Branch is registered in England and Wales under no. FC13447 and has its registered office at 10 Harewood Avenue, London NW1 6AA. BNP Paribas, London Branch is authorised by the European Central Bank, the ACPR and the PRA and is subject to regulation by the FCA and PRA for activities carried out in and from the United Kingdom. Details about the extent of such authorisation and regulation by the PRA, and regulation by the FCA, are available on request. Please note that BNP Paribas is acting for the Bidder and no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than the Bidder for providing the protections afforded to clients of BNP Paribas or for providing advice in relation to the subject matter of this Announcement.

HSBC Bank plc ("HSBC"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for the Bidder and no one else in connection with the Acquisition and will not be responsible to anyone other than the Bidder for providing the protections afforded to clients of HSBC, or for providing advice in relation to the Acquisition or any matter described in this Announcement or any transaction or arrangement referred to herein.

N M Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA 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 PRA and the FCA 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 in the United Kingdom by the FCA, is acting as financial adviser exclusively to RPC and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters set out in this Announcement and shall not be responsible to anyone other than RPC for providing the protections afforded to clients of Evercore, or for providing advice in connection with the matters set out in this Announcement. 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, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this Announcement, any statement contained herein or otherwise.

Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the FCA, 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 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 ("Deutsche Bank") is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the PRA. 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 PRA and FCA. Neither 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, acting through its London branch, 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 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 Acquisition or otherwise, nor will there be any sale, issuance, exchange or transfer of securities of RPC pursuant to the Acquisition or otherwise in any jurisdiction in contravention of applicable law.

The Acquisition will be subject to English law and to the applicable requirements of the Takeover Code, the Panel, the Listing Rules, the London Stock Exchange and the UKLA.

The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of the Scheme or other response in relation to the Acquisition by RPC Shareholders should be made only on the basis of the information contained in the Scheme Document. RPC Shareholders are advised to read the Scheme Document (including the related Forms of Proxy) carefully once these become available because they will contain important information in relation to the Acquisition.

The Bidder reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the acquisition of the RPC Shares by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect, among other things, the change in structure by which the Acquisition is to be implemented and compliance with all applicable laws, including US securities laws.

Restricted Jurisdictions

The release, publication or distribution of this Announcement in, into or from jurisdictions other than the United Kingdom may be restricted by law and therefore any persons into whose possession this Announcement comes who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their RPC Shares with respect to the Scheme at the Court Meeting, to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf may be affected by the laws of the relevant jurisdiction in which they are located. Any failure to comply with such requirements or restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and other persons involved in the Acquisition disclaim any responsibility or liability for any violation of such restrictions by any person.

This Announcement has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation and the Disclosure and Transparency Rules 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 and regulations of jurisdictions outside England.

Unless otherwise determined by the Bidder or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. No person may vote in favour of the Acquisition by any use, means, instrumentality or form, and the Acquisition will not be capable of acceptance, from or within a Restricted Jurisdiction, if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction, where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from Restricted Jurisdictions, where to do so would violate the laws in that jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation) the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to RPC Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom will be contained in the Scheme Document.

Additional information for US investors

The Acquisition relates to the shares of a UK company and is being made by means of a scheme of arrangement provided for under the Companies Act. 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 Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules and the US Securities Act. If, in the future, the Bidder exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act. Financial information included in this Announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US GAAP.

The receipt of cash consideration by a US holder for the transfer of its RPC Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each RPC Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him, including under applicable United States state and local, as well as foreign and other, tax laws.

It may be difficult for US holders of RPC Shares to enforce their rights and any claim 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 the 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.

Cautionary Note Regarding Forward Looking Statements

This Announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of RPC and certain plans and objectives of the Bidder with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning (or the negative thereof). These statements are based on assumptions and assessments made by RPC, and/or the Bidder in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Neither the Bidder nor RPC assumes or undertakes any obligation to update, revise or correct any of the information contained in this Announcement including without limitation any forward-looking statements (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. All forward-looking statements attributable to the Bidder or RPC or any person acting on either company's behalf are expressly qualified in their entirety by this cautionary statement. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

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 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 pm (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (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 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 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 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

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.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by RPC Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from RPC may be provided to the Bidder during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and Availability of Hard Copies

A copy of this Announcement and the documents required to be published by Rule 26 of the Takeover Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on RPC's website at http://www.rpc-group.com by no later than 12 noon (London time) on the Business Day following this Announcement. For the avoidance of doubt, neither the content of any website referred to in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.

RPC Shareholders may request a hard copy of this Announcement by: (i) contacting RPC Group Secretariat during business hours on +44 (0) 1933 410064 (lines are open from 9am to 5pm (London time), Monday to Friday (excluding public holidays in England and Wales), or (ii) by submitting a request by post to RPC Group Secretariat at Sapphire House, Crown Way, Rushden, Northamptonshire, NN10 6FB. If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this document will not be provided unless such a request is made. RPC Shareholders 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.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

APPENDIX ICONDITIONS AND FURTHER TERMS OF THE ACQUISITION

Part A: Conditions of the Scheme and the Acquisition

Long Stop Date

1 The Acquisition is conditional upon the Scheme becoming unconditional and Effective, subject to the Takeover Code, by not later than 11.59 pm on the Long Stop Date.

Scheme approval

2 The Scheme will be subject to the following conditions:

2.1 its approval by a majority in number of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) on the register of members of RPC at the Scheme Voting Record Time, present and voting, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court (or at any adjournment of any such meetings), representing three quarters or more of the votes attached to the Scheme Shares cast by those Scheme Shareholders (or the relevant class or classes thereof, if applicable), such Court Meeting and any such separate class meeting to be held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date, if any, as may, with the consent of the Panel, be agreed by the Bidder and RPC and the Court may allow);

2.2 the RPC Resolutions being duly passed by the requisite majority or majorities of RPC Shareholders at the RPC General Meeting, or at any adjournment thereof, such RPC General Meeting to be held on or before the 22nd day after the expected date of the RPC General Meeting to be set out in the Scheme Document or such later date, if any, as may, with the consent of the Panel, be agreed by the Bidder and RPC and the Court may allow); and

2.3 the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to RPC and the Bidder) on or before the 22nd day after the expected date of the Court Sanction Hearing as set out in the Scheme Document (or such later date, if any, as may, with the consent of the Panel, be agreed by the Bidder and RPC and the Court may allow) and the delivery of a copy of the Court Order to the Registrar of Companies for registration.

General Conditions

3 In addition, subject as stated in Part B below and to the requirements of the Panel, the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Antitrust clearances

European Union merger control

(a) insofar as any aspect of the Acquisition falls within the scope of Council Regulation (EC) 139/2004 (the "Regulation"):

(i) the European Commission taking a decision that it shall not initiate proceedings under Article 6(1)(c) of the Regulation in relation to the Acquisition or any matter arising from or relating to the Acquisition;

(ii) if the European Commission makes a referral under Article 9(1) of the Regulation to the competent authorities of a National Competition Authority ("NCA") of any Member State other than the UK; that NCA taking a decision of equivalent effect to that set out in sub-paragraph (i) above; and

(iii) if the European Commission makes a referral under Article 9(1) of the Regulation to the competent UK authority (being the Competition and Markets Authority), it being established that the Competition and Markets Authority does not intend to make a CMA Phase 2 Reference of the Acquisition or of any matter arising from or relating to the Acquisition;

US merger control

(b) all notifications and filings under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations promulgated thereunder, having been made in connection with the Acquisition or any aspect of the Acquisition and all applicable waiting periods or related timing agreements (including any extensions thereof) having expired or been terminated;

China merger control

(c) in so far as the Acquisition requires approval by the State Administration for Market Regulation ("SAMR") pursuant to the Anti-Monopoly Law of the People's Republic of China ("AML"), SAMR having either (i) declined jurisdiction over the Acquisition; (ii) granted clearance, whether unconditionally or subject to conditions; or (iii) any applicable waiting periods in respect of the review of the Acquisition by SAMR under the AML having expired;

Mexico merger control

(d) the Mexican Competition Authority having cleared the Acquisition, whether unconditionally pursuant to Article 90 of the Mexican Federal Economic Competition Law or subject to conditions pursuant to Articles 90 and 91 of the Mexican Federal Economic Competition Law, or the Mexican Competition Authority not having issued a decision within the required deadlines, with the consequence that the Acquisition is deemed authorised under Article 90 of the Mexican Federal Economic Competition Law;

Russia merger control

(e) the Federal Antimonopoly Service of Russia having granted clearance, whether unconditionally or subject to conditions, in connection with the Acquisition in accordance with Federal Law No. 135-FZ, as amended (the Russian Law on Protection of Competition);

South Africa merger control

(f) (i) the Competition Commission of South Africa having granted approval of the Acquisition, whether unconditionally pursuant to Section 14(1)(b)(i) of the South African Competition Act, as amended, or subject to conditions pursuant to Section 14(1)(b)(ii) of the South African Competition Act; (ii) the Competition Commission of South Africa not having issued a decision within the required deadlines, with the consequence that the Acquisition is deemed authorised under Section 14(2) of the South African Competition Act;

Notifications, waiting periods and Authorisations

(g) other than in relation to the matters referred to in Conditions 3(a) to (f), (i) all material notifications, filings or applications which are necessary having been made in connection with the Acquisition, the Scheme or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, RPC or any other member of the Wider RPC Group by any member of the Wider Bidder Group, and all necessary waiting periods and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Acquisition, the Scheme or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, RPC or any other member of the Wider RPC Group by any member of the Wider Bidder Group; and (ii) all Authorisations which are necessary in any jurisdiction for or in respect of the Acquisition, the Scheme or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, RPC or any other member of the Wider RPC Group by any member of the Wider Bidder Group having been obtained from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider RPC Group or the Wider Bidder Group has entered into contractual arrangements and all such Authorisations necessary or appropriate to carry on the business of any member of the Wider RPC Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes otherwise effective and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

General antitrust and regulatory

(h) other than in relation to the matters referred to in Conditions 3(a) to (f), no antitrust regulator or other Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Bidder Group or by any member of the Wider RPC Group of all or any material part of its businesses, assets or property or impose any material limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);

(ii) require any member of the Wider Bidder Group or the Wider RPC Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider RPC Group or any asset owned by any third party (other than in connection with the implementation of the Acquisition);

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidder Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in RPC or on the ability of any member of the Wider RPC Group or any member of the Wider Bidder Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider RPC Group;

(iv) otherwise materially adversely affect any or all of the business, assets, profits, value, financial or trading position or prospects of any member of the Wider RPC Group or any member of the Wider Bidder Group;

(v) result in any member of the Wider RPC Group or any member of the Wider Bidder Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vi) make the Scheme, the Acquisition, the acquisition or proposed acquisition of any shares or other securities in, or control or management of, RPC or any member of the Wider RPC Group by any member of the Wider Bidder Group, or the implementation of any of the foregoing, void, voidable, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, materially prevent or prohibit, restrict, restrain or delay or otherwise materially interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge, impede, interfere or require material amendment of the Acquisition, the Scheme or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, RPC or any member of the Wider RPC Group by any member of the Wider Bidder Group;

(vii) require, prevent or materially delay a divestiture by any member of the Wider Bidder Group of any shares or other securities (or the equivalent) in any member of the Wider RPC Group or any member of the Wider Bidder Group; or

(viii) impose any material limitation on the ability of any member of the Wider Bidder Group or any member of the Wider RPC Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Bidder Group and/or the Wider RPC Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or other Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition, the Scheme or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, RPC or any other member of the Wider RPC Group by any member of the Wider Bidder Group, or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(i) except as Fairly Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider RPC Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Acquisition, the Scheme or the acquisition or the proposed acquisition by any member of the Wider Bidder Group of any shares or other securities (or the equivalent) in RPC or because of a change in the control or management of any member of the Wider RPC Group or otherwise, would or might reasonably be expected to result in, to an extent which is material in the context of the Wider RPC Group taken as a whole or in the context of the Acquisition:

(i) any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider RPC Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) the creation or enforcement of any mortgage, charge, encumbrance or other security interest over the whole or any part of the business, property or assets of any member of the Wider RPC Group or any such mortgage, charge, encumbrance or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider RPC Group being adversely modified or adversely affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder;

(iv) the rights, liabilities, obligations, interests or business of any member of the Wider RPC Group or any member of the Wider Bidder Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider RPC Group or any member of the Wider Bidder Group in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(v) any member of the Wider RPC Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vi) the business, assets, value of, or the financial or trading position, profits, or prospects of, any member of the Wider RPC Group being prejudiced or adversely affected;

(vii) any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider RPC Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider RPC Group;

(viii) any liability of any member of the Wider RPC Group to make any severance, termination, bonus or other payment to any of its directors; or

(ix) the creation or acceleration of any liability (actual or contingent) by any member of the Wider RPC Group (including any tax liability or any obligation to obtain or acquire any Authorisation, notice, waiver, concession, agreement or exemption from any Third Party or any other person), excluding trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider RPC Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would result in any of the events or circumstances as are referred to in Conditions 3(i)(i) to (ix);

Certain events occurring since 31 March 2018

(j) except as Fairly Disclosed, no member of the Wider RPC Group having since 31 March 2018:

(i) issued or agreed to issue or authorised or proposed the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of shares out of treasury (except, where relevant, as between RPC and wholly owned subsidiaries of RPC or between the wholly owned subsidiaries of RPC and except for the issue or transfer of RPC Shares on the exercise of options or vesting of awards in the ordinary course under the RPC Share Plans);

(ii) recommended, declared, paid or made or resolved to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than (i) dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of RPC to RPC or any of its wholly owned subsidiaries; and (ii) the final dividend of 20.2 pence per RPC Share in respect of the year ended 31 March 2018 which was paid on 31 August 2018 and the Interim Dividend;

(iii) other than pursuant to the Acquisition (and except for transactions between RPC and its wholly owned subsidiaries or between the wholly owned subsidiaries of RPC), implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, assignment, composition, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider RPC Group taken as a whole or in the context of the Acquisition;

(iv) except for transactions between RPC and its wholly owned subsidiaries or between the wholly owned subsidiaries of RPC, disposed of, or transferred, mortgaged encumbered or created any security interest over any asset or any right, title or interest in any asset or authorised, proposed or announced any intention to do so to an extent which is material in the context of the Wider RPC Group taken as a whole or in the context of the Acquisition;

(v) except for transactions between RPC and its wholly owned subsidiaries or between the wholly owned subsidiaries of RPC, issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness in each case which is material in the context of the Wider RPC Group taken as a whole or in the context of the Acquisition;

(vi) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long-term, unusual or onerous nature or magnitude or which is or which involves an obligation of a nature or magnitude which is or is reasonably likely to be restrictive on the business of any member of the Wider RPC Group and which is material in the context of the Wider RPC Group taken as a whole or in the context of the Acquisition;

(vii) entered into or materially varied the terms of, or made any offer (which remains open for acceptance) to enter into or materially vary the terms of any contract, service agreement, commitment or arrangement with any director or, except for salary increases or bonuses in the ordinary course (and in accordance with RPC's remuneration policy) for any senior executive of RPC, other than as agreed by the Panel and the Bidder;

(viii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider RPC Group other than in accordance with the terms of the Co-operation Agreement or Acquisition or, if required by the Takeover Code, as agreed by the Panel and/or the Bidder;

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(x) except in the ordinary course of business, waived, compromised or settled any claim by or against any member of the Wider RPC Group which is material in the context of the Wider RPC Group or in the context of the Acquisition;

(xi) terminated or varied the terms of any agreement or arrangement between any member of the Wider RPC Group and any other person in a manner which would or might reasonably be expected to be materially adverse to the Wider RPC Group taken as a whole or to be material in the context of the Acquisition;

(xii) excluding the trustee of any pension scheme(s) established by any member of the Wider RPC Group, made, proposed, or agreed or consented to or procured any change to:

(a) the terms of the governing documents of any pension scheme(s) established by any member of the Wider RPC Group for its directors, former directors, employees, former employees or their dependants;

(b) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;

(c) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; 

(d) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to;

(e) the manner in which the assets of any pension scheme(s) are invested,

in each case, to the extent which is material in the context of the Wider RPC Group taken as a whole or in the context of the Acquisition and other than as required in accordance with applicable law;

(xiii) carried out any act (other than any act arising from or in connection with the Acquisition):

(a) which would or could reasonably be expected to lead to the commencement of the winding up of any pension scheme(s) established by any member of the Wider RPC Group for its directors, former directors, employees, former employees or their dependants;

(b) which would or might create a material debt owed by an employer to any such pension scheme;

(c) which would or might accelerate any obligation on any employer to fund or pay additional contributions to any such pension scheme; or

(d) which would, having regard to the published guidance of the Pensions Regulator, give rise to a liability on a member of the Wider RPC Group to make payment to any such pension scheme arising out of the operation of sections 38 and 38A of the Pensions Act 2004,

in each case, to an extent which is material in the context of the Wider RPC Group taken as a whole or in the context of the Acquisition;

(xiv) (excluding a trustee of any such pension scheme) (a) entered into or proposed to enter into one or more bulk annuity contracts in relation to any such pension scheme pursuant to which a member of the Wider RPC Group is required to pay further contributions; or (b) agreed to the entering into of a bulk annuity contract by a trustee of any such pension scheme;

(xv) been unable, or admitted in writing that it is unable, to pay its debts when they fall due or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business, in each case, to an extent which is material in the context of the Wider RPC Group taken as a whole or in the context of the Acquisition;

(xvi) (other than in respect of a member of the Wider RPC Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xvii) (except for transactions between RPC and its wholly owned subsidiaries or between the wholly owned subsidiaries of RPC), made, authorised, proposed or announced an intention to propose any change in its loan capital, in any case which is material in the context of the Wider RPC Group taken as a whole or in the context of the Acquisition;

(xviii) (except for transactions between RPC and its wholly owned subsidiaries or between the wholly owned subsidiaries of RPC ) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities, in each case, to an extent which is material in the context of the Wider RPC Group taken as whole or in the context of the Acquisition;

(xix) made any alteration to its memorandum or articles of association or other incorporation documents; or

(xx) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 3(j);

No actions since the Announcement subject to Rule 21.1 of the Takeover Code

(k) other than with the consent of the Bidder, no member of the Wider RPC Group having, since the Announcement, taken or agreed or proposed to take any action which requires, or would require, the consent of the Panel or the approval of RPC Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;

No adverse change, litigation, regulatory enquiry or similar

(l) except as Fairly Disclosed, since 31 March 2018, there having been:

(i) no adverse change and no circumstance having arisen which would or might reasonably be expected to result in any adverse change in, the business, assets, financial or trading position or profits or prospects of any member of the Wider RPC Group to an extent which is material in the context of the Wider RPC Group taken as a whole or in the context of the Acquisition;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider RPC Group or to which any member of the Wider RPC Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Wider RPC Group to an extent which is material in the context of the Wider RPC Group taken as a whole or in the context of the Acquisition;

(iii) no enquiry or investigation by (or complaint or reference to) any Third Party or other investigative body having been threatened, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider RPC Group, which is material in the context of the Wider RPC Group taken as a whole or in the context of the Acquisition;

(iv) no contingent or other liability having arisen or become apparent or increased which is or might be likely to adversely affect the business, assets, value of, or the financial or trading position, profits or prospects of, any member of the Wider RPC Group to an extent which is material in the context of the Wider RPC Group taken as a whole or in the context of the Acquisition; and

(v) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider RPC Group which is reasonably necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would or might reasonably be expected to be material in the context of the Wider RPC Group taken as a whole or to be material in the context of the Acquisition. 

No discovery of certain matters regarding information, liabilities and environmental issues

(m) except as Fairly Disclosed, the Bidder not having discovered, in each case, to an extent which is material in the context of the Wider RPC Group taken as a whole or in the context of the Acquisition:

(i) that any financial, business or other information concerning the Wider RPC Group publicly announced prior to the date of this Announcement by or on behalf of any member of the Wider RPC Group is misleading, contains a misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading;

(ii) that any member of the Wider RPC Group is subject to any liability, contingent or otherwise which is not Fairly Disclosed in the annual report and accounts of RPC for the financial year ended 31 March 2018;

(iii) that any past or present member of the Wider RPC Group has failed to comply in any material respect with any applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider RPC Group; or

(iv) that there is or is reasonably likely to be any obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider RPC Group (or on its behalf), or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto;

Anti-corruption, sanctions and criminal property

(n) except as Fairly Disclosed, the Bidder not having discovered that:

(i) any past or present member, director, officer, employee or agent of the Wider RPC Group or any person that performs or has performed services (or otherwise acts or has acted) for or on behalf of any such company is or has engaged in any activity, practice or conduct which constitutes an offence under the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-corruption legislation;

(ii) any asset of any member of the Wider RPC Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

(iii) any past or present member, director, officer, employee of the Wider RPC Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any activity or business with, or made any investments in, or made any payments or assets available to or received any funds or assets from (A) any government, entity or individual targeted by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states), or the United States; or (B) any government, entity or individual in respect of which US or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or HMRC; or

(iv) a member of the RPC Group has engaged in any transaction which would cause any member of the Bidder Group to be in breach of any applicable law or regulation upon its acquisition of RPC, including the economic sanctions of the United States Office of Foreign Assets Control or HMRC, or any government, entity or individual targeted by any of the economic sanctions of United Nations, the United States, the European Union or any of its member states.

Part B: Certain further terms of the Acquisition

1 Subject to the requirements of the Panel, the Bidder reserves the right to waive:

(i) any of the Conditions set out in the above Condition 2 with respect to the timing of the Court Meeting, the RPC General Meeting and the Court Sanction Hearing. If any such deadline is not met, the Bidder will make an announcement by 8.00 am on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with RPC to extend the deadline in relation to the relevant Condition. In all other respects, Condition 2 cannot be waived; and

(ii) in whole or in part, all or any of the above Conditions 3(a) to (n) (inclusive).

Conditions 3(a) to (n) (inclusive) must be fulfilled or waived by, no later than 11.59pm on the date immediately preceding the Court Sanction Hearing.

2 If the Bidder is required by the Panel to make an offer for RPC Shares under the provisions of Rule 9 of the Takeover Code, the Bidder may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.

3 The Bidder shall be under no obligation to waive (if capable of waiver) or treat as fulfilled any of the Conditions by a date earlier than the latest date specified in paragraph 1 of this Part B for the fulfilment of those Conditions, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any such Condition may not be capable of fulfilment.

4 The Acquisition will lapse if:

(i) in so far as the Acquisition or any matter arising from or relating to the Scheme or Acquisition constitutes a concentration with a Community dimension within the scope of the Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the Regulation or makes a referral to a competent authority in the United Kingdom under Article 9(1) of the Regulation and there is then a CMA Phase 2 Reference; or

(ii) the Acquisition or any matter arising from or relating to the Scheme or Acquisition becomes subject to a CMA Phase 2 Reference,

in each case, before the date of the Court Meeting.

5 The RPC Shares to be acquired under the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by reduction of share capital or share premium account or otherwise) made, on or after the Effective Date (other than the Interim Dividend and any dividend in respect of which a corresponding reduction in the consideration payable in respect of each RPC Share has been made as described in paragraph 6 below).

6 Without prejudice to any right the Bidder may have, with the consent of the Panel, to invoke Condition 3(j)(ii), if any dividend and/or other form of capital return or distribution is authorised, declared, made or paid or becomes payable in respect of RPC Shares on or after the date of this Announcement and prior to the Effective Date, other than the Interim Dividend, the consideration payable in respect of each RPC Share shall be reduced by an amount equivalent to the gross amount of all or part of any such dividend and/or other form of capital return or distribution, in which case any reference in this Announcement to the consideration payable in respect of each RPC Share under the Acquisition will be deemed to be a reference to the consideration as so reduced, and RPC Shareholders will be entitled to receive and retain the amount by reference to which the consideration has been reduced. To the extent that any such dividend and/or capital return and/or distribution is declared, made, paid or payable and it is (i) transferred pursuant to the Acquisition on a basis which entitles the Bidder to receive and retain it; or (ii) cancelled in full prior to payment, the consideration to be delivered by the Bidder under the terms of the Acquisition will not be subject to reduction in accordance with this paragraph 6. Any exercise by the Bidder of its rights referred to in this paragraph 6 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Acquisition.

7 Under Rule 13.5(a) of the Takeover Code, the Bidder may not invoke a Condition so as to cause the Acquisition not to proceed, to lapse or any offer to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to the Bidder in the context of the Acquisition. Conditions 2 and 3(a) (and any Takeover Offer acceptance condition adopted on the basis specified in paragraphs 2 or 8 of this Part B) are not subject to this provision of the Takeover Code.

8 The Bidder reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the acquisition of the RPC Shares by way of a Takeover Offer as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments, including, if the Panel so agrees and subject to the terms of the Co-operation Agreement, an acceptance condition set at 90 per cent. of the RPC Shares to which such Takeover Offer relates or such other percentage as the Bidder may decide, subject to the Panel's consent and the terms of the Co-operation Agreement, provided that the acceptance condition will not be satisfied unless any member of the Wider Bidder Group shall have acquired or agreed to acquire (whether pursuant to the Takeover Offer or otherwise), directly or indirectly, RPC Shares carrying in aggregate more than 50 per cent. of the voting rights normally exercisable at a general meeting of RPC (including for this purpose, except to the extent otherwise agreed by the Panel, any such voting rights attaching to the RPC Shares that are unconditionally allotted or issued before the Takeover Offer becomes or is declared unconditional as to acceptances whether pursuant to exercise of any outstanding subscription rights or conversion rights or otherwise).

9 The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

10 The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction where to do so would violate the laws of that jurisdiction.

11 The Scheme will be governed by English law and will be subject to the jurisdiction of the Court and to the Conditions and further terms set out in this Appendix I and to be set out in the Scheme Document. The Acquisition will be subject to the applicable requirements of English law, the Takeover Code, the Panel, the Listing Rules, the London Stock Exchange and the UKLA.

12 Each of the Conditions will be regarded as a separate Condition and will not be limited by reference to any other Condition.

APPENDIX IISOURCES OF INFORMATION AND BASES OF CALCULATION

(i) The "Latest Practicable Date" for the purposes of this Announcement means 22 January 2019.

(ii) As at the Latest Practicable Date, there were 406,443,190 RPC Shares in issue. The International Securities Identification Number for the RPC Shares is GB0007197378.

(iii) Any references to the issued and to be issued ordinary share capital of RPC are based on:

· the 406,443,190 RPC Shares in issue referred to in paragraph (ii) above; and

· 15,085,018 RPC Shares which may be issued on or after the date of this Announcement to satisfy the exercise of options or vesting of awards outstanding under the RPC Share Plans as at the Latest Practicable Date; less

· 966,818 RPC Shares as at the Latest Practicable Date held by the RPC Employee Benefit Trust which can be used to satisfy the exercise of options or vesting of awards under the RPC Share Plans.

(iv) The value placed by the Acquisition on the entire issued and to be issued ordinary share capital of RPC is calculated:

· by reference to the Closing Price of an RPC Share on the Latest Practicable Date; and

· on the basis of the issued and to be issued share capital of RPC (as set out in paragraph (iii) above).

(v) Unless otherwise stated all prices and closing prices for an RPC Share are derived from the daily official list of the London Stock Exchange.

(vi) Unless otherwise stated, the financial information relating to RPC is extracted from the audited consolidated financial statements of RPC for the financial year to 31 March 2018.

APPENDIX IIIIRREVOCABLE UNDERTAKINGS

Irrevocable Undertakings given by the RPC Directors

The following RPC Directors have each given an irrevocable undertaking to vote (or, in the case of close relatives (as defined in the Takeover Code) of RPC Directors holding RPC Shares, to use reasonable endeavours to procure votes) in favour of the Scheme at the Court Meeting and the RPC Resolutions at the RPC General Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, to accept, or use reasonable endeavours to procure the acceptance of, the Takeover Offer) in relation to the following RPC Shares:

(1) As at the Latest Practicable Date.

The obligations of the RPC Directors under the irrevocable undertakings cease to be binding on the earlier of (i) on the date immediately following the Long Stop Date; or (ii) the date on which the Acquisition (whether implemented by way of a Scheme or a Takeover Offer) is withdrawn or lapses in accordance with its terms (and no new, revised or replacement Scheme or Takeover Offer has been announced in accordance with Rule 2.7 of the Takeover Code), provided that this shall not apply where the Acquisition is withdrawn or lapses as a result of the Bidder exercising its right to implement the Acquisition by way of a Takeover Offer in accordance with the Takeover Code rather than by way of a Scheme.

APPENDIX IVDEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise:

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All the times referred to in this Announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

A reference to "includes" shall mean "includes without limitation", and references to "including" and any other similar term shall be construed accordingly.

All references to an enactment or statutory provision in any country shall be construed as a reference to any subordinate legislation, statutory instruments, orders, rules and regulations made or promulgated under the relevant enactment or statutory provision or deriving validity therefrom and shall be construed as a reference to that enactment, statutory provision, subordinate legislation, statutory instruments, orders, rules and regulations as extended, modified, consolidated, replaced or re-enacted from time to time.