Rpc Group Regulatory News (RPC)

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

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW ORDINARY SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE IN THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE FROM THE REGISTERED OFFICE OF RPC GROUP PLC AND ON ITS WEBSITE AT WWW.RPC-GROUP.COM.

27 February 2017

RPC Group Plc

("RPC" or the "Company")

Results of Rights Issue

Approximately 96 per cent. take up of Rights Issue

On 9 February 2017, RPC announced a 1 for 4 Rights Issue and on 10 February 2017 82,954,687 New Ordinary Shares were admitted, nil paid, to trading on the London Stock Exchange's main market for listed securities. RPC announces that, by the latest time and date for receipt of valid acceptances (being 11.00 a.m. (London time) on 24 February 2017) it had received valid acceptances in respect of 79,498,807 New Ordinary Shares, representing approximately 96 per cent. of the total number of New Ordinary Shares offered to Qualifying Shareholders pursuant to the Rights Issue.

It is expected that the New Ordinary Shares in uncertificated form will be credited to CREST accounts today, and that definitive share certificates in respect of the New Ordinary Shares in certificated form will be dispatched to Shareholders by no later than 10 March 2017.

It is expected that the New Ordinary Shares will commence trading fully paid on the London Stock Exchange's main market for listed securities from 8.00 a.m. (London time) today, 27 February 2017.

In accordance with their obligations under the Underwriting Agreement in respect of the Rights Issue, Deutsche Bank and Jefferies will use their respective reasonable endeavours to procure subscribers for the remaining New Ordinary Shares for which valid acceptances were not received. This amounts to 3,455,880 New Ordinary Shares. The net proceeds from the placing of these New Ordinary Shares, after the deduction of the Issue Price of 665 pence per New Ordinary Share and the expenses of procuring subscribers (including any brokerage and commissions and value added tax thereon), will be paid (without interest) by cheque to Shareholders who have not taken up their entitlements pro rata to their lapsed provisional allotments, save that individual amounts of less than £5 will not be paid to such persons but will be aggregated and retained for the benefit of RPC.

If and to the extent that subscribers cannot be procured on the basis outlined above, the remaining underwritten New Ordinary Shares will be subscribed for by the Underwriters or by sub-underwriters (if any) procured by Deutsche Bank and Jefferies, in each case, at the Issue Price of 665 pence per New Ordinary Share, on the terms and subject to the conditions of the Underwriting Agreement.

A further announcement as to the number of New Ordinary Shares for which subscribers have been procured by Deutsche Bank and Jefferies will be made in due course.

For further details, please refer to the prospectus published by the Company on 9 February 2017 (the "Prospectus"), which is available on the Company's website www.rpc-group.com. However, the Prospectus is not, subject to certain exceptions, available (whether through the website or otherwise) to Shareholders in the United States or any other Excluded Territory.

Terms used in this Announcement shall have the same meanings as set out in the Prospectus.

IMPORTANT NOTICE:

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

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

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

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

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

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

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

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

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

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