Rpc Group Regulatory News (RPC)

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

FOR IMMEDIATE RELEASE

7 March 2019

RECOMMENDED FINAL CASH OFFER

For

RPC GROUP PLC ("RPC")

By

ROME UK BIDCO LIMITED (the "Bidder")

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

Update on the Bidder's debt financing arrangements

On 23 January 2019, RPC and the Bidder announced the Bidder's recommended final cash offer for RPC under Rule 2.7 of the Takeover Code, to be implemented by a scheme of arrangement (the "Acquisition"). On 19 February 2019, RPC announced that a circular relating to the Acquisition had been posted to RPC Shareholders and, for information only, to persons with information rights and participants in the RPC Share Plans (the "Scheme Document"). Capitalised terms in this announcement, unless otherwise defined, have the same meanings given to them in the Scheme Document.

On 6 March 2019, certain members of the Bidder Financing Group (including the Bidder) amended and restated the Interim Facilities Agreement and certain of the Long-Term Debt Financing Commitment Papers described in the Scheme Document and previously published on RPC's website (as amended, the "Amended and Restated Debt Financing Arrangements"), as described below.

Interim Facilities Agreement

The Bidder announces that the Interim Facilities Agreement dated 23 January 2019 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 has been amended and restated on 6 March 2019, pursuant to which Bank of America, N.A., London Branch became an arranger and an interim lender under the Interim Facilities Agreement. Consequential amendments were also made to certain ancillary documentation relating to the Interim Facilities Agreement.

Long-Term Debt Financing Commitment Papers

The Bidder further announces that the Commitment Letter entered into by the Bidder on 23 January 2019 concerning the Long-Term Facilities with, among others, 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, as arrangers, and Barclays Bank PLC, BNP Paribas Fortis SA/NV, Citibank, N.A., London Branch, Citicorp North America Inc., Deutsche Bank AG, London Branch, HSBC Bank plc, Jefferies Finance LLC, Jefferies Finance Europe SCSp and Coöperatieve Rabobank U.A. trading as Rabobank London, as underwriters has been amended and restated on 6 March 2019, pursuant to which Bank of America, N.A., London Branch became an arranger and an underwriter under the Commitment Letter.

The amendments to the Commitment Letter additionally make provision for certain back-to-back commitment arrangements pursuant to which certain of the underwriters under the Commitment Letter (whose commitments have been reallocated accordingly) have entered into arrangements with PSP Investments Credit Europe LP, AlbaCore Partners I Investment Holdings B Designated Activity Company and AlbaCore Partners II Investment Holdings D Designated Activity Company to participate in the Senior Bridge Facility and, if drawn, the Interim Facilities, without amending the aggregate commitments under the Commitment Letter and without increasing the aggregate fees payable by the Bidder Financing Group in respect of the Long-Term Facilities or the Interim Facilities. Under the terms of such back-to-back arrangements, such direct lenders will be entitled to the benefit of certain provisions of, and will share proportionally in the fees payable under, the Long-Term Debt Financing Commitment Papers with respect to the commitments allocated to such direct lenders in such back-to-back commitment arrangements.

Further, the Engagement Letter to Rome UK Bondco Limited dated 23 January 2019 concerning the Permanent Securities from Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, HSBC Bank plc, Jefferies International Ltd and Coöperatieve Rabobank U.A. trading as Rabobank London as managers has also been amended and restated on 6 March 2019, pursuant to which Merrill Lynch International became a manager under the Engagement Letter.

The amendments to the Commitment Letter and the Engagement Letter additionally make provision for, at the Bidder's option, a member of the Bidder Financing Group other than Rome UK Bondco Limited to be the issuer of the Permanent Securities, Demand Securities or Senior Exchange Notes, as applicable.

Consequential amendments were also made to certain ancillary documentation relating to the Long-Term Debt Financing Commitment Papers.

Documents available on RPC's website

Copies of the Amended and Restated Debt Financing Arrangements, together with a copy of this announcement, will be made available on RPC's website at http://www.rpc-group.com/corporate/investors.

Enquiries:

Important Notices about Financial Advisers

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

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.

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

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.