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 SUCH JURISDICTION

9 June 2016

RECOMMENDED CASH AND SHARE OFFER

FOR

BRITISH POLYTHENE INDUSTRIES PLC

BY

RPC GROUP PLC

to be effected

by way of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

Summary

·              The boards of RPC Group Plc ("RPC") and British Polythene Industries PLC ("BPI") are pleased to announce that they have reached agreement on the terms of a recommended cash and share offer to be made by RPC for the entire issued and to be issued ordinary share capital of BPI (the "Offer"). It is intended that the Offer will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

·              Under the terms of the Offer, each BPI Shareholder will be entitled to receive:

 

for each BPI Share:                              470 pence in cash

 

and

 0.60141 of a New RPC Share

The Offer values BPI at approximately 940 pence per BPI Share based on the average Closing Price of approximately 781.5 pence per RPC Share for the one month period ended 8 June 2016 (being the last Business Day prior to this Announcement), used to determine the exchange ratio.

The Offer:

-            values the entire issued and to be issued ordinary share capital of BPI at approximately £261 million on a fully diluted basis

-            represents a premium of approximately 30 per cent. to the Closing Price of 725.0 pence per BPI Share on 8 June 2016

-            represents a premium of approximately 31 per cent. to the average Closing Price of approximately 718.6 pence per BPI Share for the one month period ended 8 June 2016

·              Based on the Closing Price of 815.5 pence per RPC Share on 8 June 2016, the Offer represents a value of approximately 960.4 pence per BPI Share and a premium of approximately 32 per cent. to the Closing Price of 725.0 pence per BPI Share on 8 June 2016.

 

·              RPC recommended a dividend of 12.3 pence per RPC Share on 2 June 2016 for the financial year ended 31 March 2016. Subject to RPC Shareholder approval, the RPC Dividend is anticipated to be paid on 2 September 2016 to holders of RPC Shares on the RPC share register as at the applicable record date, which is expected to be 12 August 2016. The RPC Shares are trading 'cum' the RPC Dividend as at the date of this Announcement.  In the event that the RPC Dividend is approved by RPC Shareholders and the Offer is not declared Effective (or where it has been declared Effective and the former BPI Shareholders subject to the Scheme have not been registered in the RPC share register as the holders of the relevant New RPC Shares) by the RPC Dividend record date, which is expected to be 12 August 2016, the number of New RPC Shares payable per BPI Share under the Offer will be increased to 0.61102 of a New RPC Share to give BPI Shareholders the benefit of the RPC Dividend.

 

·              BPI is a leading polythene films producer in Europe which supplies approximately 275,000 tonnes per annum for a wide range of markets including agriculture and horticulture, industrial and consumer products, food and related packaging and recycled products.  BPI is also one of the largest recyclers of waste polythene film in Europe, having developed recycling techniques for processing a diverse range of scrap materials ranging from packaging waste to post-use agricultural waste.  BPI's highly-focused businesses provide high quality, innovative polythene products developed for specific markets and applications, delivered to meet the individual requirements of its customers. 

·              The acquisition of BPI is strategically compelling for RPC. It provides:

-            An excellent fit with Vision 2020 - selective consolidation in Europe

-            A unique strategic opportunity to acquire an established flexibles platform in the European polythene films market with strong market positions

-            An entry into an adjacent polymer consuming market and increasing the range of polymer conversion technologies within the RPC Group, in line with other global players

-            An opportunity to pursue a parallel buy-and-build strategy in flexibles alongside RPC's existing strategy in rigids

-            An enhancement of the Group's longer term overall polymer purchasing position

-            An enlarged platform to generate cost, purchasing and efficiency savings

The Acquisition also meets RPC's strict acquisition criteria.

·              The acquisition of BPI is expected to be accretive to RPC's earnings per share within the first full financial year and materially accretive to earnings per share within the second full financial year (reflecting full realisation of the pre-tax synergies) following the Offer becoming Effective.  Based on BPI's financial year ended 31 December 2015, the ROCE on the Acquisition (reflecting full realisation of synergies) is expected to be ahead of RPC's WACC.

·              The RPC Directors, having reviewed and analysed the potential benefits of the Offer, based on their experience of operating in the sector and taking into account the factors the RPC Group can influence, believe that the Combined Group will be able to achieve ongoing pre-tax cost synergies of £10 million per annum (before integration costs), fully realisable within the first two full financial years following the Offer becoming Effective.

·              Following the Offer becoming Effective, BPI Shareholders will hold New RPC Shares representing approximately 5 per cent. of the enlarged RPC share capital (after taking account of the New RPC Shares and the Placing Shares to be issued pursuant to the Placing).

·              The BPI Directors, who have been so advised by Investec as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing advice to the BPI Directors, Investec has taken into account the commercial assessments of the BPI Directors.

·              The BPI Directors believe that the Offer represents an opportunity for BPI Shareholders to realise value for their investment at an attractive premium to the range of prices at which BPI Shares have traded in recent years and provides BPI Shareholders with the opportunity to participate in the future development of the Combined Group through the RPC Share component of the Offer Consideration.

·              Accordingly, the BPI Directors intend to recommend unanimously that BPI Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or if RPC exercises its right to implement the Offer by way of a Takeover Offer, to accept or procure the acceptance of such Takeover Offer), as all the BPI Directors who hold BPI Shares (in a personal capacity or otherwise) have irrevocably undertaken to do so in respect of their own beneficial holdings of 1,489,553 BPI Shares (representing, in aggregate, approximately 5.43 per cent. of the BPI Shares in issue on 8 June 2016, being the last Business Day prior to this Announcement).

·              RPC has also received an irrevocable undertaking to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if RPC exercises its right to implement the Offer by way of a Takeover Offer, to accept such offer) from Hargreave Hale Limited in respect of 1,600,000 BPI Shares (representing approximately 5.83 per cent. of the BPI Shares in issue on 8 June 2016, being the last Business Day prior to this Announcement).

·              As at the date of this announcement RPC has also received a non-binding letter of intent from Schroder Investment Management Limited to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting in respect of 2,603,341 BPI Shares, representing approximately 9.49 per cent. of the existing issued share capital of BPI.

·              Therefore, as at the date of this Announcement, RPC has received irrevocable undertakings and a letter of intent with respect to a total of 5,692,894 BPI Shares (representing, in aggregate, approximately 20.75 per cent. of the BPI Shares in issue on 8 June 2016, being the last Business Day prior to this Announcement).  Full details of the irrevocable undertakings and the letter of intent received by RPC are set out in Appendix III to this Announcement.

·              The cash consideration payable under the terms of the Offer will be part funded through a fully underwritten equity placing announced separately today to raise approximately £90 million (before expenses), with the balance funded through RPC's existing banking facilities. The Placing will be managed and is underwritten by the Joint Bookrunners. Pro forma leverage as at 31 March 2016 will be approximately 2.1 times the Combined Group's net debt / EBITDA following the Offer becoming Effective.

·              If any dividend or other distribution is authorised, declared, made or paid in respect of the BPI Shares on or after the date of this Announcement and prior to the Effective Date, RPC reserves the right to reduce the Offer Consideration by the amount of all or part of any such dividend or other distribution.

·              It is intended that the Offer be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (or, if RPC elects and with the consent of the Takeover Panel, a Takeover Offer). The purpose of the Scheme is to provide for RPC to become the owner of the whole of the issued and to be issued ordinary share capital of BPI. The Scheme will be put to BPI Shareholders at the Court Meeting and at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the BPI Shareholders voting at the Court Meeting, either in person or by proxy, and representing at least 75 per cent. in value of the BPI Shares voted. The Scheme must also be approved by BPI Shareholders at the General Meeting through the passing of the Resolutions by BPI Shareholders representing at least 75 per cent. in value of the BPI Shares voted either in person or by proxy.

·              The Offer will be conditional upon, amongst other things, regulatory clearance being received from the European Commission.  The Offer is further subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document.

·              Further details of the Offer will be contained in the Scheme Document which is intended to be posted to BPI Shareholders, and, for information only, to participants in the BPI Share Schemes and persons with information rights in BPI, along with the notices of the Court Meeting and the General Meeting and the Forms of Proxy, within 28 days of the date of this Announcement, unless RPC and BPI otherwise agree, and the Takeover Panel consents, to a later date. Subject to the Conditions and certain further terms set out in Appendix I to this Announcement, the Offer is expected to become Effective by mid-August 2016.  The Scheme Document will contain an expected timetable for the Offer process.

Commenting on the Offer, Cameron McLatchie, Chairman of BPI, said:

"The last five years have seen consistent improvements in BPI's performance and prospects, but not all of this progress has been reflected in the price or rating of BPI's shares. RPC has recognised the value inherent in our business and prospects by making an offer at an attractive premium to the share price. BPI's business should benefit from the ability of a larger group to expand its footprint in Europe and beyond. Shareholders will benefit from enhanced liquidity for their investment, and employees will have access to the opportunities available in a larger group. The BPI board is therefore unanimously recommending acceptance of the Offer."

Commenting on the Offer, Pim Vervaat, Chief Executive Officer of RPC, said:

"With today's announcement, RPC is taking another important step in delivering its Vision 2020 strategy.

The proposed Offer for BPI represents a compelling strategic opportunity for RPC to enter the European polythene films market through an established platform.  BPI has a strong product portfolio with attractive market positions in its core markets in Europe.

The combination will further broaden RPC's range of polymer conversion technologies in line with global peers, establish a new growth platform with a strong cost synergy potential whilst enhancing the Group's overall polymer buying capability.

I believe the combination of RPC and BPI is an excellent strategic fit and look forward to growing the enlarged platform to continue generating value for our customers and our shareholders."

 

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its Appendices. In particular, the Offer is subject to the Conditions and further terms set out in Appendix I. Appendix II contains details of sources and bases of certain information contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings referred to in this Announcement. Appendix IV contains details of and bases of calculation of anticipated merger benefits of the Acquisition and of the related reports from RPC's reporting accountant, KPMG, and its financial adviser, Rothschild. Appendix V contains definitions of certain terms used in this Announcement.

For the purposes of Rule 28 of the Takeover Code, the Quantified Financial Benefits Statement contained in this Announcement is the responsibility of RPC and the RPC Directors. Each of KPMG and Rothschild have given and not withdrawn their consent for the publication of their reports in this Announcement in the form and context in which they are included.

RPC will host an analyst and investor presentation at 9 a.m. today at the offices of FTI Consulting, 200 Aldersgate, Aldersgate Street, London, EC1A 4HD.

Copies of this Announcement and of the analyst and investor presentation on the proposed Offer will be made available on RPC's website (www.rpc-group.com).

 

Enquiries:

RPC	+44 (0) 1933 416528
Pim Vervaat, Chief Executive
Simon Kesterton, Group Finance Director

 

Rothschild (Financial adviser to RPC)	+44 (0) 20 7280 5000
Charles Montgomerie
Yuri Shakhmin
Nathalie Ferretti

 

Deutsche Bank (Joint Broker to RPC)	+44 (0)20 7545 8000
Charles Wilkinson

 

 

Panmure Gordon (Joint Broker to RPC)	+44 (0)20 7886 2500
Andrew Godber

 

FTI Consulting (RPC Financial PR)	+44 (0) 20 3727 1000
Richard Mountain
Nick Hasell

 

BPI	+44 (0)1475 501 000
Cameron McLatchie, Chairman
John Langlands, Chief Executive

 

Investec (Financial adviser to BPI)	+44 (0) 20 7597 4000
Keith Anderson
James Rudd
William Godfrey

 

FTI Consulting (BPI Financial PR)	+44 (0) 20 3727 1000
Charles Palmer

 

IMPORTANT NOTICES

Rothschild, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for RPC and no one else in connection with the above and will not be responsible to anyone other than RPC for providing the protections offered to clients of Rothschild nor for providing advice in relation to the subject matter of this Announcement or any other matters referred to in this Announcement.

Investec, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser to BPI and no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than BPI for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement.

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority ("PRA").  It is subject to the 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 the FCA.  Panmure Gordon is authorised and regulated in the United Kingdom by the FCA.

Each of Deutsche Bank AG, acting through its London Branch, and Panmure Gordon is acting solely for RPC in relation to the Placing 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 Placing or any other matter referred to in this Announcement.  Apart from the responsibilities and liabilities, if any, which may be imposed upon Deutsche Bank AG or Panmure Gordon by FSMA or the regulatory regime established thereunder, neither Deutsche Bank AG nor Panmure Gordon 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 Offer, the Placing Shares or the Placing, and nothing in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to past or future.  Each of Deutsche Bank AG and Panmure Gordon 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 it might otherwise have in respect of this Announcement or any such statement. 

This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely through the Scheme Document and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Offer, including details of how to vote in respect of the Offer. Any approval, decision or other response to the Offer should be made only on the basis of the information in the Scheme Document. Scheme Shareholders are strongly advised to read the formal documentation in relation to the Offer and the New RPC Shares once the Scheme Document has been dispatched.

This Announcement does not constitute a prospectus or a prospectus equivalent document.

This Announcement has been prepared for the purpose of complying with English law, the Code and the Listing 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 of jurisdictions outside the United Kingdom.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

Overseas shareholders

The laws of the relevant jurisdictions may affect the availability of the Offer to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their BPI Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their BPI Shares in respect of the Court Meeting or the General Meeting on their behalf, or to receive New RPC Shares under the terms of the Offer, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility and liability for the violation of such restrictions by any person.

The Offer will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement and formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Offer is implemented by way of a Takeover Offer and extended into the US, RPC will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto. In particular, this Announcement and the Offer is only intended for, and may only be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident or physically present outside the United States of America (including any of its states, territories and possessions), unless such persons are current shareholders of RPC or BPI, and does not constitute an offer to sell or the solicitation of an offer to buy or acquire, any ordinary shares or other securities of RPC or BPI in the United States or any jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction. The shares of RPC and BPI referred to herein (the "Securities") have not been and will not be registered under the Securities Act and may not be offered or sold within the United States absent registration or pursuant to an exemption from 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. There is no intention to register any Securities referred to herein in the United States or to make a public offering of the Securities in the United States. Any Securities offered, sold or distributed in the United States will be offered, sold or distributed in reliance on an exemption from the registration requirements of the Securities Act.

The Offer relates to the shares of a UK company and it is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies. However, if RPC were to elect to implement the Offer by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including Section 14(e) of the Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by RPC and no one else. In addition to any such Takeover Offer, RPC, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in BPI outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the Exchange Act.

Further details in relation to BPI Shareholders located in overseas jurisdictions will be contained in the Scheme Document.

 

Forward-looking Statements

This Announcement may contain certain "forward-looking statements" with respect to RPC, the RPC Group, the Wider RPC Group, BPI, the BPI Group, the Wider BPI Group or the Combined Group. 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", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Wider RPC Group or the Wider BPI Group and potential synergies resulting from the Offer; and (iii) the effects of government regulation on the business of the Wider RPC Group or the Wider BPI Group.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to RPC or BPI or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. RPC and BPI assume no obligation to update publicly or revise forward-looking or other statement contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates

Other than the Quantified Financial Benefits Statement, no statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share for RPC or BPI respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for RPC or BPI respectively.

Right to switch to a Takeover Offer

RPC reserves the right to elect, with the consent of the Takeover Panel, to implement the Offer by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of BPI as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if RPC so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix I to this Announcement.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on RPC's website at www.rpc-group.com and BPI's website at www.bpipoly.com by no later than 12:00 noon on the Business Day following this Announcement. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

In accordance with Rule 30.2 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting Rothschild on +44 (0) 20 7280 5000 or Investec on +44 (0) 20 7597 4000. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.2 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Information relating to BPI Shareholders

Please be aware that addresses, electronic addresses and certain information provided by BPI Shareholders, persons with information rights and other relevant persons for the receipt of communications from BPI may be provided to RPC during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c) of the Code.

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.

Quantified financial benefits

The statements in the Quantified Financial Benefits Statement relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the synergies and cost savings referred to may not be achieved, or may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Neither these statements nor any other statement in this Announcement should be construed as a profit forecast or interpreted to mean that the Combined Group's earnings in the first full year following implementation of the Acquisition, or in any subsequent period, would necessarily match or be greater than or be less than those of RPC and/or BPI for the relevant preceding financial period or any other period. For the purposes of Rule 28 of the Takeover Code, the Quantified Financial Benefits Statement contained in this Announcement is the responsibility of RPC and the RPC Directors.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. on the Business Day following the date of the relevant dealing.

Disclosures are therefore required of interests in the shares of RPC and BPI.

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 Takeover 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. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.10 disclosures

In accordance with Rule 2.10 of the Code, BPI confirms that as at the close of business on 8 June 2016, being the last Business Day prior to this Announcement, it had 27,439,003 ordinary shares of 25 pence each in issue and admitted to trading on the London Stock Exchange under ISIN reference GB0007797425. 

In accordance with Rule 2.10 of the Code RPC confirms that as at the close of business on 8 June 2016, being the last Business Day prior to this Announcement, it had 303,612,870 ordinary shares of 5 pence each in issue and admitted to trading on the London Stock Exchange under ISIN reference GB0007197378.

Time

All times shown in this Announcement are London times, unless otherwise stated.

 

 

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 SUCH JURISDICTION

9 June 2016

RECOMMENDED CASH AND SHARE OFFER

FOR

BRITISH POLYTHENE INDUSTRIES PLC

BY

RPC GROUP PLC

to be effected

by way of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

1.            Introduction

The boards of RPC and BPI are pleased to announce that they have reached agreement on the terms of a recommended cash and share offer to be made by RPC for the entire issued and to be issued ordinary share capital of BPI (the "Offer"). It is intended that the Offer will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

2.            The Offer

Under the terms of the Offer, each BPI Shareholder will be entitled to receive:

for each BPI Share                                470 pence in cash

and

 0.60141 of a New RPC Share

The Offer values BPI at approximately 940 pence per BPI Share based on the average Closing Price of approximately 781.5 pence per RPC Share for the one month period ended 8 June 2016 (being the last Business Day prior to this Announcement), used to determine the exchange ratio.

The Offer:

-            values the entire issued and to be issued ordinary share capital of BPI at approximately £261 million on a fully diluted basis

-            represents a premium of approximately 30 per cent. to the Closing Price of 725.0 pence per BPI Share on 8 June 2016

-            represents a premium of approximately 31 per cent. to the average Closing Price of approximately 718.6 pence per BPI Share for the one month period ended 8 June 2016

-            the Offer Consideration represents an implied EV / Reported EBITDA multiple of 7.6 x based on BPI's Reported EBITDA for the year ended 31 December 2015

-            the Offer Consideration represents an implied EV / Adjusted EBITDA multiple of 7.1 x based on BPI's Adjusted EBITDA for the year ended 31 December 2015

Based on the Closing Price of 815.5 pence per RPC Share on 8 June 2016, the Offer represents a value of approximately 960.4 pence per BPI Share and a premium of approximately 32 per cent. to the Closing Price of 725.0 pence per BPI Share on 8 June 2016.

 

RPC recommended a dividend of 12.3 pence per RPC Share on 2 June 2016 for the financial year ended 31 March 2016. Subject to RPC Shareholder approval, the RPC Dividend is anticipated to be paid on 2 September 2016 to holders of RPC Shares on the RPC share register as at the applicable record date, which is expected to be 12 August 2016. The RPC Shares are trading 'cum' the RPC Dividend as at the date of this Announcement.  In the event that the RPC Dividend is approved by RPC Shareholders and the Offer is not declared Effective (or where it has been declared Effective and the former BPI Shareholders subject to the Scheme have not been registered in the RPC share register as the holders of the relevant New RPC Shares) by the RPC Dividend record date, which is expected to be 12 August 2016, the number of New RPC Shares payable per BPI Share under the Offer will be increased to 0.61102 of a New RPC Share to give BPI Shareholders the benefit of the RPC Dividend.

 

The Offer is conditional, amongst other things, on the Scheme becoming Effective no later than the Long Stop Date.

The BPI Shares will be acquired by RPC with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) 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 way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of the BPI Shares.

If any dividend or other distribution in respect of the BPI Shares is declared, paid or made on or after the date of this Announcement, RPC reserves the right to reduce the consideration payable for each BPI Share under the terms of the Offer by the amount per BPI Share of such dividend or distribution. In the event that the Offer is implemented by way of a Takeover Offer, RPC reserves the right to reduce any consideration payable for each BPI Share pursuant to the Takeover Offer on the same basis.

3.            Recommendation

The BPI Directors, who have been so advised by Investec as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing advice to the BPI Directors, Investec has taken into account the commercial assessments of the BPI Directors.

Accordingly, the BPI Directors intend to recommend unanimously that BPI Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or if RPC exercises its right to implement the Offer by way of a Takeover Offer, to accept or procure the acceptance of such Takeover Offer), as all the BPI Directors who hold BPI Shares (in a personal capacity or otherwise) have irrevocably undertaken to do so in respect of their own beneficial holdings of 1,489,553 BPI Shares (representing, in aggregate, approximately 5.43 per cent. of the BPI Shares in issue on 8 June 2016, being the last Business Day prior to this Announcement).

4.            Background to and reasons for the Offer

The RPC Directors believe that BPI represents an excellent fit for RPC and the combination of the two businesses would further broaden RPC's range of polymer conversion technologies in line with global peers and establish a new polymer consuming growth platform with strong cost and purchasing synergy potential. The proposed Offer represents a compelling strategic opportunity for RPC to enter the European polythene films market through an established platform. The RPC Directors believe that the proposed Offer would deliver a number of benefits and opportunities, in particular:

Excellent fit with Vision 2020 - selective consolidation in Europe

The acquisition of BPI builds on RPC's successful acquisition history and represents an excellent fit with RPC's Vision 2020 strategy, a focused growth strategy announced in November 2013. Through the combination with BPI, RPC continues to consolidate the wider European rigid and flexible plastic packaging market. BPI has in recent years focused on higher added value market segments whilst improving its operating performance, particularly in the UK, and has demonstrated significant progress to date, leaving it well-positioned to build on this success going forward.

Compelling strategic opportunity to acquire an established flexibles platform in the European polythene films market with leading brands and market positions

BPI is an attractive business with strong customer relationships and a high quality portfolio of industry-recognised, branded products. BPI's manufacturing footprint comprises 19 facilities of which 17 are located in Europe, supplying approximately 275,000 tonnes per annum. BPI is also one of the largest recyclers of waste polythene film in Europe, having developed recycling techniques for processing a diverse range of scrap materials ranging from packaging waste to post-use agricultural waste.  BPI has developed innovative products and invested in advanced machinery, which have enabled it to achieve and sustain its position as a leading polythene films producer in Europe.

Entry to an adjacent polymer consuming market and increased range of polymer conversion technologies

Most of the larger plastic conversion players operate in both rigid and flexible plastic market segments. The addition of a European polythene films market presence would represent a complementary extension of RPC's existing breadth of operations into additional attractive polymer-consuming markets and a wider product portfolio with strong positions within its segment niches. The proposed Offer is particularly attractive given BPI's presence in certain high added value segments of the European polythene films market including agricultural films, industrial and consumer packaging, and products made from recycled materials.

Opportunity to pursue a parallel buy-and-build strategy in flexibles alongside RPC's existing strategy in rigids

Access to a European polythene flexibles platform will also provide RPC with an opportunity to extend its successful European consolidation strategy into the relatively fragmented polythene films market.

Enhanced overall longer term polymer purchasing position for the Combined Group

The Combined Group would become an increasingly valuable customer for global polymer suppliers given the higher combined volume of polymer purchased per annum. The RPC Board believes that as a consequence the Combined Group should benefit from a preferred customer status and enhanced overall buying position.  

Enlarged platform to generate cost, purchasing and efficiency savings

The RPC Board believes that the Combined Group would be able to generate significant cost, purchasing and efficiency savings through the enlarged platform, including as a result of an enhanced scale in European polymer buying. As a consequence, it is expected that the Combined Group would benefit from more attractive polymer pricing as well as improved customer positioning amongst key suppliers. There is a further opportunity in the elimination of duplicate corporate and administrative expenses. Further details on the financial benefits of the proposed Offer are included in paragraph 7 below. Ongoing pre-tax cost synergies of £10 million per annum (before integration costs) are expected to be fully realisable within the first two full financial years following the Offer becoming Effective, and an improved working capital position is anticipated leading to a £10 million cash synergy.

 

5.            Meets RPC's strict acquisition criteria

The RPC Board expects the Acquisition to be accretive to RPC's earnings per share within the first full financial year and materially accretive to earnings per share within the second full financial year (reflecting full realisation of the pre-tax synergies) following the Offer becoming Effective. Upon realisation of the cost and cash synergies, BPI is anticipated to meet the Group's de minimus target levels of 8 per cent. return on sales and 20 per cent. return on net operational assets. Based on BPI's financial year ended 31 December 2015, the ROCE on the Acquisition (reflecting full realisation of synergies) is expected to be ahead of RPC's WACC.  BPI's Return on Sales was approximately 10 per cent. for the same period (reflecting full realisation of synergies).

6.            Background to and reasons for the Recommendation

BPI is a leading polythene films producer in Europe and one of Europe's largest recyclers of waste polythene film, with a clear strategy of developing attractive growth opportunities in agricultural markets, recycling, packaging for printed consumer and industrial products and food-related packaging. Alongside this focus on key end markets, BPI has developed new added value products, successfully developed its businesses in mainland Europe and North America and invested to increase capacity, reduce costs and improve efficiency.

 

Whilst this strategy has successfully delivered increased profits, dividends and ROCE over the last five years, the BPI Directors believe that BPI's share price and market rating have not fully reflected the underlying progress made due, in part, to a lack of liquidity in the market for BPI Shares. In addition, BPI has now reached an important stage in its development given the ongoing industry consolidation and potential benefits of increased scale and capabilities. Accordingly, the BPI Directors have been evaluating opportunities to optimise value for BPI Shareholders. Against this background, the BPI Directors believe that the terms of the Offer are fair and reasonable for the following reasons:

 

·           the Offer represents an opportunity for BPI Shareholders to realise value for their investment at an attractive premium to the range of prices at which BPI Shares have traded in recent years;

 

·           it allows BPI Shareholders to participate in the future development of the Combined Group, including the realisation of cost and purchasing synergies, through the RPC share component of the Offer Consideration;   

 

·           RPC represents a natural partner for BPI and there is a strong strategic and commercial rationale for a combination of the two complementary businesses in line with RPC's Vision 2020 strategy;

 

·           the Offer accelerates the potential strategic development of BPI as part of a large and diversified international plastics business; and

 

·           it enhances the prospects of BPI for the benefit of its customers and employees.

7.            Irrevocable undertakings and letters of intent

RPC has received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if RPC exercises its right to implement the Offer by way of a Takeover Offer, to accept or procure the acceptance of such offer) from all of the BPI Directors who hold BPI Shares (in a personal capacity or otherwise) in respect of their entire beneficial holdings of BPI Shares and those of their spouses, amounting in aggregate to 1,489,553 BPI Shares and representing approximately 5.43 per cent. of the BPI Shares in issue on 8 June 2016 (being the last Business Day prior to this Announcement).  RPC has also received an irrevocable undertaking to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if RPC exercises its right to implement the Offer by way of a Takeover Offer, to accept such offer) from Hargreave Hale Limited in respect of 1,600,000 BPI Shares, representing approximately 5.83 per cent. of the BPI Shares in issue on 8 June 2016 (being the last Business Day prior to this Announcement).

As at the date of this announcement RPC has also received a non-binding letter of intent from Schroder Investment Management Limited to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting in respect of 2,603,341 BPI Shares, representing approximately 9.49 per cent. of the existing issued share capital of BPI.

Therefore, as at the date of this Announcement, RPC has received irrevocable undertakings and a letter of intent with respect to a total of 5,692,284 BPI Shares representing approximately 20.75 per cent. of the BPI Shares in issue on 8 June 2016 (being the last Business Day prior to this Announcement).

Further details of these irrevocable undertakings (including details of the circumstances in which they cease to be binding) and the non-binding letter of intent are set out in Appendix III to this Announcement.

8.            Financial benefits of the Offer

The RPC Directors, having reviewed and analysed the potential benefits of the Offer, based on their experience of operating in the sector and taking into account the factors the RPC Group can influence, believe that the Combined Group will be able to achieve ongoing pre-tax cost synergies of £10 million per annum (before integration costs), fully realisable within the first two full financial years following the Offer becoming Effective.

 

The principal sources of quantified synergies are expected to be split broadly evenly between (i) polymer purchasing and other areas of procurement such as energy, freight and packaging (particularly in Europe) and (ii) from the elimination of duplicate corporate and administrative expenses.

Realisation of the pre-tax cost synergies is expected to require a non-recurring cash outlay of approximately £5 million to be incurred mainly in the first twelve months following the Offer becoming Effective.

The RPC Directors also believe that the Combined Group will be able to realise an additional on-going pre-tax cost saving of approximately £3 million per annum from extending the assumed useful lives of certain assets and bringing BPI's current depreciation rate into line with RPC's depreciation rate. The cost saving is expected to be fully realisable within the first full financial year following the Offer becoming Effective. There would be no costs associated with implementing this cost saving.

In addition to these pre-tax cost synergies, the RPC Directors believe there will be an additional one-off cash synergy of £10 million as a result of improved working capital management of BPI as its practices are brought into line with RPC's system. It is anticipated that this one-off cash synergy will be achieved within the first twelve months of ownership. There would be no costs associated with implementing this one-off cash synergy.

The RPC Directors do not expect any material dis-synergies to arise in connection with the Acquisition.

 

In preparing the estimated cost synergies available from the proposed Acquisition, RPC and BPI have both shared a limited amount of operating and financial information to facilitate RPC undertaking its analysis. Data has been limited for commercial, competition or other reasons, and, therefore, estimates and assumptions have been made in arriving at the estimated cost synergies.

 

The cost bases used as the basis for the quantification exercise are as set out in Appendix IV to this Announcement.

 

These statements of identified synergies and estimated cost synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the identified synergies and estimated cost synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. For the purposes of Rule 28 of the Takeover Code, these statements of identified synergies and estimated cost synergies are the responsibility of RPC and the RPC Directors.

 

These statements are not intended as a profit forecast and should not be interpreted as such.

 

There are several material assumptions underlying the calculation of the above mentioned synergy statements which might be materially greater or less than those estimated. Please refer to Appendix IV to this Announcement for further details of the underlying calculations and the material assumptions. Appendix IV to this Announcement includes the reports from RPC's reporting accountant, KPMG, and its financial adviser, Rothschild, for the purposes of the Takeover Code. Each of KPMG and Rothschild have given and not withdrawn their consent to the publication of their report in the form and context in which they are included.

 

9.            Information on RPC

RPC

RPC is a leading international design and engineering company of plastic products for both packaging and selected non-packaging markets with revenues of approximately £2.1 billion for the year ended March 2016 (pro forma for the acquisition of Global Closure Systems) and a market capitalisation of approximately £2.5 billion. RPC operates in 24 countries and employs approximately 18,000 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.

10.          Information on BPI

BPI is a leading polythene films producer in Europe which supplies approximately 275,000 tonnes per annum.  BPI is also one of the largest recyclers of waste polythene film in Europe, having developed recycling techniques for processing a diverse range of scrap materials ranging from packaging waste to post-use agricultural waste.  

BPI's highly-focused businesses provide high quality, innovative polythene products developed for specific markets and applications, delivered to meet the individual requirements of its customers.  BPI supplies a wide range of film products to a diverse range of markets, including the following: 

Agriculture & Horticulture

Globally and in Europe and the UK, BPI is a leading supplier of silage stretchwrap through its Silotite brand and has developed market leading innovative next generation products.  In North America, BPI is a leading supplier of greenhouse films and silage and grain bags.  In the UK, BPI is the only manufacturer of silage sheet and wide horticultural film products. 

Industrial & Consumer Products

In Industrial and Consumer products BPI is a leading manufacturer in the UK and the Benelux supplying an innovative range of high quality packaging solutions to a diverse range of customers and markets. 

Food and Related Packaging

BPI's range of high performance packaging enables its customers in the food industry to protect and promote their products. 

Recycled Products

BPI's recycling operations enable it to provide a range of products to its customers in the healthcare and waste and construction sectors.

For the year ended 31 December 2015, BPI reported revenue of £468.3 million, operating profit before restructuring charges of £28.6 million and profit before tax of £23.1 million. As at 31 December 2015, BPI had gross assets of £249.5 million and net debt of £32.1 million (before adjustment for the disposal of BPI China which subsequently completed on 26 April 2016 for total estimated consideration of approximately £9.7 million).  

 

11.          BPI Share Schemes

Participants in the BPI Share Schemes will be contacted regarding the effect of the Offer on their rights under the schemes and provided with further details concerning the proposals which will be made to them in due course. Details of the effect of the Offer on the BPI Share Schemes and the choices available to participants in those schemes will be set out in the Scheme Document and in separate letters to participants.

12.          Financing

The cash consideration payable under the terms of the Offer will be funded through an underwritten equity placing to raise approximately £90 million (before expenses) with the balance funded through RPC's existing banking facilities. Pro forma leverage as at 31 March 2016 will be approximately 2.1 times the Combined Group's net debt / EBITDA following the Offer becoming Effective.

RPC has entered into an amended and restated revolving credit Facility Agreement with Barclays Bank PLC, BNP Paribas Fortis SA/NV, Commerzbank Aktiengesellschaft, London Branch, Danske Bank A/S, HSBC Bank plc, ING Bank N.V., London Branch, and The Royal Bank of Scotland plc (and Commerzbank Aktiengesellschaft, London Branch, as agent), under which a £70 million credit facility is available to RPC to finance the cash consideration payable under the terms of the Offer. Further details on the terms of the Facility Agreement will be included in the Scheme Document.

RPC has today separately announced the fully underwritten Placing to raise a total of £90 million (before expenses).  The Placing will be managed and underwritten by the Joint Bookrunners.  RPC intends to use the net proceeds of the Placing to part finance the cash consideration under the terms of the Offer. The Placing is not conditional on the Offer becoming Effective. If the Offer does not complete, the Placing will still complete (subject to Admission of the Placing Shares) and RPC intends that the net proceeds of the Placing would be retained by RPC for general corporate purposes and (where possible) acquisitions that fulfil RPC's strategic objectives.

Rothschild, financial adviser to RPC, is satisfied that sufficient cash resources are available to RPC to enable it to satisfy in full the cash consideration payable to BPI Shareholders in connection with the Offer.

13.          Management, employees and locations of the BPI Group

RPC attaches great importance to retaining the skills, knowledge and expertise of BPI's existing management and employees and also believes that they will benefit from enhanced career and business opportunities as part of RPC and from the shared vision of the Combined Group. The combination will augment the capabilities of both BPI and RPC, offering an opportunity for employees to progress in a business of greater size and scope and to incorporate skills and talents present in both companies. Given its distinct technologies and product-segments, BPI will become a sixth division within RPC and will not be integrated within the existing RPC divisional structure.

RPC also recognises that BPI is a business with a solid depth in industry skills and that retention of key leaders and expertise will be important to the success of the Combined Group. Whilst no firm retention arrangements are in place at this stage in relation to key leaders, RPC has reassured the BPI Directors that appropriate measures will be put in place after the Offer becomes Effective and further integration activities will take place led by an integration team comprised of key RPC and BPI personnel.

RPC shall undertake a detailed review of the operations, assets and locations of BPI after the Offer becomes Effective.  RPC notes the already announced and/or completed closures of BPI plants.  The RPC Directors and the BPI Directors recognise that in order to achieve the expected benefits of the Offer, cost savings for the Combined Group in areas where there is an overlap of functions will be required following the Offer becoming Effective, and these could involve some headcount reductions in both RPC's and BPI's operations.  The extent of any such headcount reductions has not been determined.  However, in order to achieve the expected benefits of the Offer there could be an overall potential headcount reduction, principally in head office and central functions, of approximately 0.1 per cent. of the Combined Group headcount.  Pending the outcome of RPC's review of the BPI business after the Offer becomes Effective, RPC has not yet developed proposals as to how and when such headcount reductions may be implemented (recognising consultation obligations with any relevant employee representatives, works councils and/or unions will need to be observed), but RPC will aim to retain the best talent across the Combined Group and intends to operate one head office for the Combined Group. RPC has no other current plans affecting the employment, assets, facilities and/or locations of BPI's business.

RPC has given assurances to the BPI Directors that the existing contractual and statutory employment rights, including in relation to pensions, of BPI's management and employees will be fully observed in accordance with applicable law and that the rates of BPI's contributions into its defined contribution pension plans shall be maintained.  BPI's pre-existing commitments to fund the deficit in BPI's defined benefit pension, shall be honoured.  The accrued benefits for existing members of BPI's defined benefit pension scheme will not be affected.  BPI's defined benefit pension scheme is closed to admission of new members and to future accrual.

14.          New RPC Shares and Placing Shares

The New RPC Shares and the Placing Shares will be issued credited as fully paid, and on identical terms to and will rank pari passu with the existing RPC Shares, including the right to receive and retain all dividends and other distributions declared, paid or made on RPC Shares after the relevant date of allotment.

The New RPC Shares to be issued pursuant to the Scheme will, on the Effective Date, represent approximately 5 per cent. of the issued ordinary share capital of RPC as enlarged by the issue of the New RPC Shares and the Placing Shares.

15.          Fractional entitlements

The aggregate number of New RPC Shares to which a Scheme Shareholder is entitled shall in each case, be rounded down to the nearest whole number.

No fraction of a New RPC Share shall be allotted to any Scheme Shareholder, but all fractions of New RPC Shares to which Scheme Shareholders would otherwise have been entitled shall be aggregated and the aggregate of such fractions (rounded down to the nearest whole share) shall be allotted and issued to a person appointed by RPC as nominee for such Scheme Shareholders on terms that the nominee shall be authorised to procure that such New RPC Shares shall, as soon as possible after the Effective Date, be sold on behalf of the relevant Scheme Shareholders and the pro rata proceeds remitted to them (save that, to the extent the net proceeds of any such sale for a Scheme Shareholder shall be less than £5 such amount shall be retained for the benefit of the Combined Group).

16.          Dividends

If any dividend or other distribution is authorised, declared, made or paid in respect of the BPI Shares on or after the date of this Announcement and prior to the Effective Date, RPC reserves the right to reduce the Offer Consideration by the amount of all or part of any such dividend or other distribution.

17.          Offer-related arrangements

Confidentiality Agreement

Pursuant to the Confidentiality Agreement, RPC and BPI have each undertaken to keep confidential and not to disclose to third parties (other than to permitted disclosees) information relating to the other party unless required by law or regulation.

18.          Structure of the Offer

Scheme

It is intended that the Offer will be effected by a Court-sanctioned scheme of arrangement between BPI and the Scheme Shareholders under Part 26 of the Companies Act. The purpose of the Scheme is to provide for RPC to become the owner of the whole of the issued and to be issued ordinary share capital of BPI. Under the Scheme, the Offer is to be achieved by the:

·              transfer of the Scheme Shares held by Scheme Shareholders to RPC in consideration for which the Scheme Shareholders will receive New RPC Shares and cash consideration on the basis set out in this Announcement; and

·              passing of the Resolutions at the General Meeting (including amendments to BPI's articles of association to ensure that any BPI Shares issued between approval of the Scheme at the Court Meeting and the Scheme Record Time will be subject to the Scheme and that any BPI Shares issued after the Scheme Record Time will automatically be acquired by RPC).

Approval by Court Meeting and General Meeting

In order to become Effective, the Scheme requires the:

(a)           satisfaction (or, where applicable, waiver) of the Conditions;

(b)           approval of a majority in number of the Scheme Shareholders who vote, representing not less than 75 per cent. in value of the Scheme Shares voted, either in person or by proxy, at the Court Meeting; and

(c)           approval by the requisite majority of the Resolutions at the General Meeting (to be held directly after the Court Meeting) necessary in order to implement the Scheme.

Application to Court to sanction the Scheme

Once the approvals have been obtained at the Court Meeting and the General Meeting, and the other Conditions have been satisfied or (where applicable) waived, to be Effective the Scheme must be sanctioned by the Court at the Court Hearing.

The Scheme will become Effective in accordance with its terms on delivery of the Court Order to the Registrar of Companies. Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or General Meeting, or whether they voted in favour of or against the Scheme.

Full details of the Scheme to be set out in the Scheme Document

The Scheme will be subject to the satisfaction (or, where applicable, waiver) of the Conditions and the full terms and conditions to be set out in the Scheme Document. Further details of the Scheme will be set out in the Scheme Document, including the expected timetable and the action to be taken by Scheme Shareholders. 

The Scheme will be governed by the laws of England and Wales. The Scheme will be subject to the applicable requirements of the Code, the Takeover Panel, the London Stock Exchange, the FCA and the Listing Rules.

It is expected that the Scheme Document will be posted to BPI Shareholders, and, for information only, to participants in the BPI Share Schemes and persons with information rights in BPI, along with the notices of the Court Meeting and the General Meeting and the Forms of Proxy, within 28 days of the date of this Announcement, unless RPC and BPI otherwise agree, and the Takeover Panel consents, to a later date.

Conditions to the Offer

The Offer will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document.

The Scheme will be conditional, amongst other things, upon:

(a)           the Scheme becoming Effective by the Long Stop Date, failing which the Scheme will lapse;

(b)           the approval of the Scheme by a majority in number representing not less than 75 per cent. in value of the BPI Shareholders entitled to vote and present and voting, either in person or by proxy, at the Court Meeting (or at any adjournment, postponement or reconvention of such meeting) on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between RPC and BPI and the Court may allow);

(c)           the passing of the Resolutions by the requisite majority at the General Meeting or at any adjournment, postponement or reconvention of that meeting to be held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as RPC and BPI may agree and the Court may allow);

(d)           the sanction of the Scheme on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between RPC and BPI (and shall be agreed if required to allow for the satisfaction for the Condition referred to at paragraph (g), below, before the date of the Court Hearing) and the Court may allow) and the delivery of an office copy of the Court Order to the Registrar of Companies;

(e)           the passing of a resolution at the RPC Annual General Meeting to authorise the directors of RPC for the purposes of section 551 of the Companies Act to exercise all the powers of RPC to allot shares and grant rights to subscribe for, or convert any security into, shares sufficient to enable the New RPC Shares to be allotted and issued on the Effective Date;

(f)            the UK Listing Authority having acknowledged to RPC or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the New RPC Shares to the Official List with a premium listing has been approved and the London Stock Exchange having acknowledged to RPC or its agent that the New RPC Shares will be admitted to trading on the Main Market; and

(g)           the European Commission: (i) issuing a decision in terms satisfactory to RPC under Article 6(1)(a) or Article 6(1)(b) of the EU Merger Regulation (or having been deemed to do so under the EU Merger Regulation); and (ii) not having referred (or having been deemed to have referred) any part of the Offer to the merger control authority of one or more Member States of the European Union under Article 9 of the EU Merger Regulation.

Scheme timetable / further information

A full anticipated timetable will be set out in the Scheme Document which will be posted to BPI Shareholders and, for information only, to participants in the BPI Share Schemes and persons with information rights in BPI, along with the notices of the Court Meeting and the General Meeting and the Forms of Proxy, within 28 days of the date of this Announcement (unless RPC and BPI otherwise agree, and the Takeover Panel consents, to a later date). Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available on RPC's website at www.rpc-group.com and BPI's website at www.bpipoly.com.

At this stage, subject to the approval and availability of the Court (which is subject to change), RPC and BPI expect the Offer to become Effective by mid-August 2016.

If the Acquisition is completed then it is expected that New RPC Shares will be allotted and issued in accordance with paragraph 18 (Listing, dealings and settlement of New RPC Shares) of this Announcement, and cash consideration despatched by RPC to Scheme Shareholders no later than 14 days after the Effective Date.

Right to switch to a Takeover Offer

RPC reserves the right to elect, with the consent of the Takeover Panel, to implement the Offer by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of BPI as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if RPC so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix I to this Announcement.

19.          Listing, dealings and settlement of New RPC Shares

Applications will be made to the FCA for the New RPC Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for the New RPC Shares to be admitted to trading on its Main Market. It is expected that Admission will become effective and that dealings in the New RPC Shares will commence on the London Stock Exchange at or shortly after 8:00 a.m. on the Effective Date. RPC Shares are already admitted to the premium segment of the Official List, to trading on the Main Market and to CREST. It is expected that all of the New RPC Shares, when issued and fully paid, will be capable of being held and transferred by means of CREST. The New RPC Shares will trade under the same ISIN as the existing RPC Shares.

20.          De-listing and compulsory acquisition

Prior to the Scheme becoming Effective and subject to any applicable requirements of the Listing Rules, BPI shall make an application to the UKLA for the cancellation of the listing of BPI Shares on the premium segment of the Official List and to the London Stock Exchange for the cancellation of trading of BPI Shares on the Main Market, in each case to take effect from or shortly after the Effective Date. The last day of dealings in BPI Shares on the Main Market is expected to be the Business Day immediately prior to the date of the Court Hearing and no transfers will be registered after 6:00 p.m. on that date.

Share certificates in respect of the BPI Shares will cease to be valid and should be destroyed following the Effective Date. In addition, entitlements to BPI Shares held within the CREST system will be cancelled.

As soon as practicable after the Effective Date and after the BPI Shares are de-listed, it is intended that BPI will be re-registered as a private limited company under the relevant provisions of the Companies Act.

In the event the Scheme is sanctioned by the Court, any BPI Shares held in treasury at such time will be cancelled prior to the Scheme Record Time.

21.          Disclosure of interests in BPI

In connection with the Offer and as at the date of this Announcement, RPC will not be making an Opening Position Disclosure as it has no interests or short positions in, or rights to subscribe for any relevant securities of BPI. RPC is not aware of any interests or short positions in, or rights to subscribe for, any relevant securities of BPI held by any persons acting in concert with it. However, in the interests of maintaining secrecy prior to the publication of this Announcement, RPC has not yet completed enquiries in respect of the matters referred to in this paragraph of certain parties deemed to be acting in concert with it for the purposes of the Offer. Enquiries of such parties will be completed as soon as practicable following the date of this Announcement and, in accordance with Note 2(a)(i) to Rule 8 of the Code, further disclosures, if any, required in respect of such parties will be made as soon as possible and in any event by no later than 12:00 noon on 23 June 2016.

As at the close of business on 8 June 2016, being the last Business Day prior to this Announcement, save for the irrevocable undertakings and the letter of intent referred to in paragraph 6 (Irrevocable undertakings and letters of intent) above, none of RPC or any RPC Directors or, so far as RPC is aware, any person acting, or deemed to be acting, in concert with RPC:

21.1        had an interest in, or right to subscribe for, relevant securities of BPI;

21.2        had any short position in (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 of, relevant securities of BPI;

21.3        had procured an irrevocable commitment or letter of intent to accept the terms of the Offer in respect of relevant securities of BPI; or

21.4        had borrowed or lent any BPI Shares. 

Furthermore, save for the irrevocable undertakings described in paragraph 6 (Irrevocable undertakings and letters of intent) above, no arrangement exists between RPC or BPI or a person acting in concert with RPC or BPI in relation to BPI Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to BPI Shares which may be an inducement to deal or refrain from dealing in such securities.

22.          General

The Offer will be subject to the Conditions and other terms set out in this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix I to this Announcement contains a summary of the principal terms and conditions. It is expected that the Scheme Document will be posted to BPI Shareholders, and, for information only, to participants in the BPI Share Schemes and persons with information rights in BPI, along with the notices of the Court Meeting and the General Meeting and the Forms of Proxy, within 28 days of the date of this Announcement, unless RPC and BPI otherwise agree, and the Takeover Panel consents, to a later date.

In deciding whether or not to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, BPI Shareholders should rely on the information contained, and follow the procedures described, in the Scheme Document.

Rothschild and Investec have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.

Appendix II contains details of sources and bases of certain information contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings referred to in this Announcement. Appendix IV contains details of and bases of calculation of anticipated merger benefits of the Acquisition and of the related reports from RPC's reporting accountant, KPMG, and its financial adviser, Rothschild. Appendix V contains definitions of certain terms used in this Announcement.

For the purposes of Rule 28 of the Takeover Code, the Quantified Financial Benefits Statement contained in this Announcement is the responsibility of RPC and the RPC Directors. Each of KPMG and Rothschild have given and not withdrawn their consent for the publication of their report in this Announcement in the form and context in which they are included.

RPC reserves the right to elect, with the consent of the Takeover Panel, to implement the Offer by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of BPI as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if RPC so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix I to this Announcement.

23.          Documents on display

Copies of this Announcement and the following documents will, by no later than 12:00 noon on the Business Day following the date of this Announcement, be made available on RPC's website at www.rpc-group.com and BPI's website at www.bpipoly.com until the end of the Offer Period:

·              the Confidentiality Agreement; and

·              the irrevocable undertakings and the letter of intent referred to in paragraph 6 above and described in Appendix III to this Announcement.

Copies of the following documents will, by no later than 12:00 noon on the Business Day following the date of this Announcement, be made available on RPC's website at www.rpc-group.com until the end of the Offer Period:

·              the Facility Agreement; and

·              the Placing Agreement.

 

Enquiries:

RPC	+44 (0) 1933 416528
Pim Vervaat, Chief Executive
Simon Kesterton, Group Finance Director

 

Rothschild (Financial adviser to RPC) 5000	+44 (0) 20 7280 5000
Charles Montgomerie
Yuri Shakhmin
Nathalie Ferretti

 

Deutsche Bank (Joint broker to RPC)	+44 (0)20 7545 8000
Charles Wilkinson

 

Panmure Gordon (Joint broker to RPC)	+44 (0)20 7886 2500
Andrew Godber

 

FTI Consulting (RPC Financial PR)	+44 (0) 20 3 727 1000
Richard Mountain
Nick Hasell

 

BPI	+44 (0)1475 501 000
Cameron McLatchie, Chairman
John Langlands, Chief Executive

 

Investec (Financial adviser to BPI)	+44 (0) 207 597 4000
Keith Anderson
James Rudd
William Godfrey

 

FTI Consulting (BPI Financial PR)	+44 (0) 20 3727 1000
Charles Palmer

 

IMPORTANT NOTICE

Rothschild, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for RPC and no one else in connection with the above and will not be responsible to anyone other than RPC for providing the protections offered to clients of Rothschild nor for providing advice in relation to the subject matter of this Announcement or any other matters referred to in this Announcement.

Investec, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser to BPI and no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than BPI for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement.

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority ("PRA").  It is subject to the 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 the FCA.  Panmure Gordon is authorised and regulated in the United Kingdom by the FCA.

Each of Deutsche Bank AG, acting through its London Branch, and Panmure Gordon is acting solely for RPC in relation to the Placing 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 Placing or any other matter referred to in this Announcement.  Apart from the responsibilities and liabilities, if any, which may be imposed upon Deutsche Bank AG or Panmure Gordon by FSMA or the regulatory regime established thereunder, neither Deutsche Bank AG nor Panmure Gordon 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 Offer, the Placing Shares or the Placing, and nothing in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to past or future.  Each of Deutsche Bank AG and Panmure Gordon 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 it might otherwise have in respect of this Announcement or any such statement. 

This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely through the Scheme Document and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Offer, including details of how to vote in respect of the Offer. Any approval, decision or other response to the Offer should be made only on the basis of the information in the Scheme Document. Scheme Shareholders are strongly advised to read the formal documentation in relation to the Offer and the New RPC Shares once the Scheme Document has been dispatched.

This Announcement does not constitute a prospectus or a prospectus equivalent document.

This Announcement has been prepared for the purpose of complying with English law, the Code and the Listing 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 of jurisdictions outside the United Kingdom.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

Overseas shareholders

The laws of the relevant jurisdictions may affect the availability of the Offer to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their BPI Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their BPI Shares in respect of the Court Meeting or the General Meeting on their behalf, or to receive New RPC Shares under the terms of the Offer, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility and liability for the violation of such restrictions by any person.

The Offer will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement and formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Offer is implemented by way of a Takeover Offer and extended into the US, RPC will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto. In particular, this Announcement and the Offer is only intended for, and may only be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident or physically present outside the United States of America (including any of its states, territories and possessions), unless such persons are current shareholders of RPC or BPI, and does not constitute an offer to sell or the solicitation of an offer to buy or acquire, any ordinary shares or other securities of RPC or BPI in the United States or any jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction. The shares of RPC and BPI referred to herein (the "Securities") have not been and will not be registered under the Securities Act and may not be offered or sold within the United States absent registration or pursuant to an exemption from 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. There is no intention to register any Securities referred to herein in the United States or to make a public offering of the Securities in the United States. Any Securities offered, sold or distributed in the United States will be offered, sold or distributed in reliance on an exemption from the registration requirements of the Securities Act.

The Offer relates to the shares of a UK company and it is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies. However, if RPC were to elect to implement the Offer by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including Section 14(e) of the Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by RPC and no one else. In addition to any such Takeover Offer, RPC, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in BPI outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the Exchange Act.

 

Further details in relation to BPI Shareholders located in overseas jurisdictions will be contained in the Scheme Document.

Forward-looking Statements

This Announcement may contain certain "forward-looking statements" with respect to RPC, the RPC Group, the Wider RPC Group, BPI, the BPI Group, the Wider BPI Group or the Combined Group. 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", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Wider RPC Group or the Wider BPI Group and potential synergies resulting from the Offer; and (iii) the effects of government regulation on the business of the Wider RPC Group or the Wider BPI Group.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to RPC or BPI or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. RPC and BPI assume no obligation to update publicly or revise forward-looking or other statement contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates

Other than the Quantified Financial Benefits Statement, no statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share for RPC or BPI respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for RPC or BPI respectively.

Quantified financial benefits

The statements in the Quantified Financial Benefits Statement relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the synergies and cost savings referred to may not be achieved, or may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Neither these statements nor any other statement in this Announcement should be construed as a profit forecast or interpreted to mean that the Combined Group's earnings in the first full year following implementation of the Acquisition, or in any subsequent period, would necessarily match or be greater than or be less than those of RPC and/or BPI for the relevant preceding financial period or any other period. For the purposes of Rule 28 of the Takeover Code, the Quantified Financial Benefits Statement contained in this Announcement is the responsibility of RPC and the RPC Directors.

Right to switch to a Takeover Offer

RPC reserves the right to elect, with the consent of the Takeover Panel, to implement the Offer by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of BPI as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if RPC so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix I to this Announcement.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on RPC's website at www.rpc-group.com and BPI's website at www.bpipoly.com by no later than 12:00 noon on the Business Day following this Announcement. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

In accordance with Rule 30.2 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting Rothschild on +44 (0) 20 7280 5000 or Investec on +44 (0) 20 7597 4000.  For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.2 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

 

Information relating to BPI Shareholders

Please be aware that addresses, electronic addresses and certain information provided by BPI Shareholders, persons with information rights and other relevant persons for the receipt of communications from BPI may be provided to RPC during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c) of the Code.

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.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. on the Business Day following the date of the relevant dealing.

Disclosures are therefore required of interests in the shares of RPC and BPI.

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 Takeover 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. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.10 disclosures

In accordance with Rule 2.10 of the Code, BPI confirms that as at the close of business on 8 June 2016, being the last Business Day prior to this Announcement, it had 27,439,003 ordinary shares of 25 pence each in issue and admitted to trading on the London Stock Exchange under ISIN reference GB0007797425. 

In accordance with Rule 2.10 of the Code RPC confirms that as at the close of business on 8 June 2016, being the last Business Day prior to this Announcement, it had 303,612,870 ordinary shares of 5 pence each in issue and admitted to trading on the London Stock Exchange under ISIN reference GB0007197378.

Time

All times shown in this Announcement are London times, unless otherwise stated.

 

APPENDIX I

CONDITIONS OF THE OFFER AND CERTAIN FURTHER TERMS

Part A: Conditions of the Scheme and the Offer

The Offer is conditional upon the Scheme becoming unconditional and effective, subject to the Code, by not later than the Long Stop Date.

1.            The Scheme shall be subject to the following conditions:

1.1          its approval by a majority in number of the BPI Shareholders who are on the register of members of BPI at the Voting Record Time and who are present and vote, whether in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court) and who represent 75 per cent. or more in value of the BPI Shares voted by those BPI Shareholders on or before the 22^nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date, if any, as RPC and BPI may agree and the Court may allow);

1.2          the passing of the Resolutions by the requisite majority at the General Meeting to be held on or before the 22^nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as RPC and BPI may agree and the Court may allow);

1.3          the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to RPC and BPI) on or before the 22^nd day after the expected date of the Court Hearing to be set out in the Scheme Document (or such later date, if any, as RPC and BPI may agree (and shall be agreed if required to allow for the satisfaction of Condition 2(d) before the date of the Court Hearing) and the Court may allow) and the delivery of a copy of the Court Order to the Registrar of Companies; and

1.4          the Scheme becoming Effective on or before 6:00 p.m. on the Long Stop Date.

2.            In addition, subject as stated in Part B below and to the requirements of the Takeover Panel, the Offer shall be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended, if appropriate) have been satisfied (and continue to be satisfied pending the commencement of the Court Hearing) or, where relevant, waived in writing prior to the Scheme being sanctioned by the Court:

Allotment and Admission

(a)           the passing of a resolution at the RPC Annual General Meeting to authorise the directors of RPC for the purposes of section 551 of the Companies Act to exercise all the powers of RPC to allot shares and grant rights to subscribe for, or convert any security into, shares sufficient to enable the New RPC Shares to be allotted and issued on the Effective Date;

(b)           admission of the Placing Shares to the premium segment of the Official List and to trading on the Main Market becoming effective at or before 8:00 a.m. on a date no later than 20 June 2016 (or such later time and/or date as RPC shall agree with the Joint Bookrunners pursuant to the Placing Agreement);

(c)           the UK Listing Authority having acknowledged to RPC or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the New RPC Shares to the Official List with a premium listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("listing conditions")) will become effective as soon as a dealing notice has been issued by the UK Listing Authority and any listing conditions having been satisfied; and (ii) the London Stock Exchange having acknowledged to RPC or its agent (and such acknowledgement not having been withdrawn) that the New RPC Shares will be admitted to trading on the Main Market;

European Union merger control

(d)           insofar as any aspect of the Offer constitutes a concentration with a Community dimension within the meaning of Council Regulation (EC) No. 139/2004 (the "EU Merger Regulation"), the European Commission: (i) issuing a decision in terms satisfactory to RPC under Article 6(1)(a) or 6(1)(b) of the EU Merger Regulation (or having been deemed to do so under the EU Merger Regulation); and (ii) not having referred (or having been deemed to have referred) any part of the Offer to the merger control authority of one or more Member States of the European Union under Article 9(1) of the EU Merger Regulation;

General antitrust and regulatory

(e)           other than the competition law and regulatory approvals referred to in paragraph (d) above of this Appendix I, no Third Party having decided, threatened or 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 in each case would or might reasonably be expected to (in any case to an extent or in a manner which is material in the context of the Offer, the Wider BPI Group or the Wider RPC Group, as the case may be, in each case, taken as a whole):

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

(ii)           except pursuant to Chapter 3 of Part 28 of the Companies Act in the event that RPC elects to implement the Offer by way of a Takeover Offer, require any member of the Wider RPC Group or the Wider BPI Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider BPI Group or any asset owned by any Third Party (other than in connection with the implementation of the Offer);

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

(iv)          otherwise materially adversely affect any or all of the business, assets or profits of any member of the Wider BPI Group or any member of the Wider RPC Group;

(v)           result in any member of the Wider BPI Group or 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 in any jurisdiction;

(vi)          make the Offer, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, BPI by any member of the Wider RPC Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, prevent or prohibit, materially restrict, materially restrain or materially 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 to the terms of the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, BPI by any member of the Wider RPC Group;

(vii)         require, prevent or materially delay a divestiture, or materially alter the terms envisaged for any proposed divestiture, by any member of the Wider RPC Group or the Wider BPI Group of any shares or other securities (or the equivalent) in any member of the Wider BPI Group or any member of the Wider RPC Group; or

(viii)       impose any material limitation on, or result in material delay in, the ability of any member of the Wider RPC Group or any member of the Wider BPI 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 RPC Group and/or the Wider BPI Group;

(ix)          require any member of the Wider BPI Group to relinquish, terminate or amend in any material way any material contract to which any member of the Wider BPI Group or the Wider RPC Group is a party;

(x)           require any member of the Wider RPC Group or any member of the Wider BPI Group or any of their respective affiliates to: (A) invest, contribute or loan any capital or assets to; or (B) guarantee or pledge capital assets for the benefit of any member of the Combined Group, which in each such case or together is material and adverse in the context of the Combined Group or in the context of the Offer; or

(xi)          otherwise materially adversely affect all or any of the business, assets, liabilities, profits, financial or trading position or prospects of any member of the Wider BPI Group or any member of the Wider RPC Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any such 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 Offer or the acquisition or proposed acquisition of any BPI Shares or other securities in, or control or management of, BPI or otherwise intervene having expired, lapsed or been terminated;

Other regulatory approvals

(f)            each Governmental Entity (other an any antitrust authority) which regulates or licences any member of the BPI Group or any other body corporate in which any member of the BPI Group has an interest in shares, and whose prior approval, consent or non-objection to any change in control, or acquisition of (or increase in) control in respect of that or any other member of the BPI Group is required, or any Governmental Entity (other than any antitrust authority) whose prior approval, consent or non-objection to the Offer is otherwise required, or from whom one or more material licences or permissions are required in order to complete the Offer, having given its approval, non-objection or legitimate deemed consent or consent in writing thereto and, as the case may be, having granted such licences and permissions (in each case where required and on terms reasonably satisfactory to RPC);

Notifications, waiting periods and authorisations

(g)           other than the competition law and regulatory approvals referred to in paragraph (d) above of this Appendix I, all material notifications, filings or applications which are necessary or considered appropriate or desirable by RPC having been made in connection with the Offer and all necessary waiting 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 material statutory and regulatory obligations in any jurisdiction having been complied with, in each case, in respect of the Scheme and the Offer and all material Authorisations deemed reasonably necessary or appropriate by RPC in any jurisdiction for or in respect of the Offer and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, BPI or any other member of the Wider BPI Group by any member of the Wider RPC Group having been obtained in terms and in a form reasonably satisfactory to RPC 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 BPI Group or the Wider RPC Group has entered into material contractual arrangements and all such material Authorisations necessary, appropriate or desirable to carry on the business of any member of the Wider BPI Group in any jurisdiction having been obtained and all such material Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such material Authorisations;

BPI Shareholder resolution

(h)           no resolution of BPI Shareholders in relation to any acquisition or disposal of assets or shares (or the equivalent thereof) in any undertaking or undertakings (or in relation to any merger, demerger, consolidation, reconstruction, amalgamation or scheme) being passed at a meeting of BPI Shareholders other than in relation to the Offer or the Scheme and, other than with the consent or the agreement of RPC, no member of the Wider BPI Group having taken (or agreed or proposed to take) any action that requires, or would require, the consent of the Takeover Panel or the approval of BPI Shareholders in accordance with, or as contemplated by, Rule 21.1 of the Code;

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

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

(i)            any monies borrowed by, or any other indebtedness or liabilities, actual or contingent, of, or any grant available to, any such member 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, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of such member or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii)         any such arrangement, agreement, lease, licence, franchise, permit or other instrument or the rights, liabilities, obligations or interests of any such member in or with any other person (or any arrangement or arrangements relating to any such interests or business) being adversely modified or adversely affected or any obligation or liability arising or any adverse action being, or becoming capable of being terminated taken or arising thereunder;

(iv)          any liability of any such member to make any severance, termination, bonus or other payment to any of its directors or other officers;

(v)           the rights, liabilities, obligations, interests or business of any such member or any member of the Wider RPC Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any such member or any member of the Wider RPC Group in or with any other person or body or firm or company (or any 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;

(vi)          any such member ceasing to be able to carry on business under any name under which it presently carries on business;

(vii)         the value of, or the financial or trading position or prospects of, any such member being prejudiced or adversely affected; or

(viii)       the creation or acceleration of any liability (actual or contingent) by any such member other than 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 BPI Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Conditions (i)(i) to (i)(viii) above;

Certain events occurring since 31 December 2015

(j)            except as Disclosed, no member of the Wider BPI Group having since 31 December 2015:

(i)            issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose 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 BPI Shares out of treasury (except, where relevant, as between BPI and wholly-owned subsidiaries of BPI or between the wholly-owned subsidiaries of BPI and except for the issue or transfer out of treasury of BPI Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the BPI Share Schemes);

(ii)           recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of BPI to BPI or any of its wholly-owned subsidiaries;

(iii)         other than pursuant to the Offer (and except for transactions between BPI and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of BPI and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, 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 BPI Group taken as a whole or in the context of the Offer;

(iv)          except for transactions between BPI and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of BPI and transactions in the ordinary course of business, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(v)           except for transactions between BPI and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of BPI 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 which in any such case is material in the context of the Wider BPI Group taken as a whole or in the context of the Offer;

(vi)          entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business;

(vii)         entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider BPI Group, otherwise than in the ordinary course of business;

(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 BPI Group, otherwise than in the ordinary course of business;

(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 made any other change to any part of its share capital (except, in each case, where relevant, as between BPI and wholly owned subsidiaries of BPI or between the wholly owned subsidiaries of BPI and except for the issue or transfer out of treasury of BPI Shares on the exercise of employee share options or vesting of employee share awards under the BPI Share Schemes as Disclosed);

(x)           waived, compromised or settled any claim which is material in the context of the Wider BPI Group as a whole or in the context of the Offer;

(xi)          terminated or varied the terms of any agreement or arrangement between any member of the Wider BPI Group and any other person in a manner which would or might have a material adverse effect on the financial position of the Wider BPI Group taken as a whole;

(xii)         save as required in connection with the Offer, made any material alteration to its memorandum, articles of association or other incorporation documents or any material alteration to the memorandum, articles of association or other incorporation documents of any other member of the Wider BPI Group;

(xiii)       made or agreed or consented to any significant change to:

(A)       the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Wider BPI Group for its directors, 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; or

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

to an extent which is in any such case material in the context of the Wider BPI Group taken as a whole or in the context of the Offer;

(xiv)        been unable, or admitted in writing that it is unable, to pay its debts 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 which is material in the context of the Wider BPI Group taken as a whole;

(xv)         (other than in respect of a member of the Wider BPI 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, manager, administrative receiver, trustee or similar officer of all or any material part 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;

(xvi)        (except for transactions between BPI and its wholly-owned subsidiaries or between the wholly-owned subsidiaries) made, authorised, proposed or announced an intention to propose any change in its loan capital;

(xvii)       entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities, which in any such case is material in the context of the Wider BPI Group as a whole or in the context of the Offer; or

(xviii)     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 (j);

No adverse change, litigation, regulatory enquiry or similar

(k)           except as Disclosed, since 31 December 2015 there having been:

(i)            no adverse change and no circumstance having arisen which would or might be expected to result in any adverse change in, the business, assets, liabilities, shareholders' equity, financial or trading position or profits, operational performance or prospects of any member of the Wider BPI Group which is material in the context of the Wider BPI Group taken as a whole or in the context of the Offer;

(ii)           no agreement or arrangement between any member of the Wider BPI Group and any other person terminated or varied in a manner which, in any such case or taken together, would or could be expected to have a material adverse effect on the financial position of the Wider BPI Group taken as a whole;

(iii)         no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider BPI Group is or may become a party (whether as a claimant, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of, any member of the Wider BPI Group, in each case which be expected to have a material adverse effect on the Wider BPI Group taken as a whole or in the context of the Offer;

(iv)          no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider BPI Group (or any person in respect of which any such member has or may have responsibility or liability) having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of any member of the Wider BPI Group, in each case, which might be expected to have a material adverse effect on the Wider BPI Group taken as a whole or in the context of the Offer;

(v)           no contingent or other liability having arisen or become apparent to RPC or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits of any member of the Wider BPI Group to an extent which is material in the context of the Wider BPI Group taken as a whole or in the context of the Offer; and

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

No discovery of certain matters regarding information and liabilities, corruption and intellectual property

(l)            except as Disclosed, RPC not having discovered that:

(i)            any financial, business or other information concerning the Wider BPI Group announced publicly and delivered by or on behalf of BPI through a RIS during the period of three years prior to the date of this Announcement or publicly disclosed to any member of the Wider RPC Group by or on behalf of any member of the Wider BPI Group prior to the date of this Announcement is misleading, contains a misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case which is material in the context of the Wider BPI Group taken as a whole or in the context of the Offer;

(ii)           any member of the Wider BPI Group or any partnership, company or other entity in which any member of the Wider BPI Group has a significant economic interest and which is not a subsidiary undertaking of BPI, otherwise than in the ordinary course of business, is subject to any liability, contingent or otherwise, and which is material in the context of the Wider BPI Group taken as a whole or in the context of the Offer;

(iii)         any past or present member, director, officer or employee of the Wider BPI Group, or any other person for whom any such person may be liable or responsible, has not complied with the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and any laws implementing the same, the UK Bribery Act 2010 and/or the US Foreign Corrupt Practices Act of 1977;

(iv)          any past or present member, director, officer or employee of the Wider BPI Group, or any other person for whom any such person may be liable or responsible, has engaged in any business with or made any investment in, or made any payments to: (A) any government, entity or individual with which US or EU persons were prohibited from engaging in activities or doing business by US or EU laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, at the relevant time; or (B) any government, entity or individual which was targeted by any of the economic sanctions of the United Nations or the European Union or any of their respective member states, at the relevant time; and

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

(vi)          since 31 December 2015, any circumstance having arisen or event having occurred in relation to any intellectual property owned, used or licensed by the Wider BPI Group or to any third parties, including: (A) any member of the Wider BPI Group losing its title to any intellectual property or any intellectual property owned by the Wider BPI Group being revoked, cancelled or declared invalid, (B) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider BPI Group being terminated or varied, or (C) any claim being filed suggesting that any member of the Wider BPI Group infringed the intellectual property rights of a third party or any member of the Wider BPI Group being found to have infringed the intellectual property rights of a third party, in each case which is material in the context of the Wider BPI Group taken as a whole or in the context of the Offer.

Part B: Certain further terms of the Offer

1.            Subject to the requirements of the Takeover Panel, RPC reserves the right in its sole discretion to waive (if capable of waiver) in whole or part:

(i)            any of the Conditions set out in the above Condition 1 of Part A relating to the timing of the Court Meeting, the General Meeting and the sanctioning of the Scheme. If any of the deadlines for those events are not met, RPC shall make an announcement by 8:00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with BPI to extend the deadline in relation to the relevant Condition;

(ii)           the Conditions set out in the above Condition 2(a) (Allotment) and Condition 2(b) (Admission of Placing Shares); and

(iii)         in whole or in part, all or any of the above Conditions 2(e) (General antitrust and regulatory) to (l) (No discovery of certain matters regarding information and liabilities, corruption and intellectual property) of Part A (inclusive).

2.            Conditions 2(a)(Allotment) to (l) (No discovery of certain matters regarding information and liabilities, corruption and intellectual property) of Part A (inclusive) must be fulfilled or waived by no later than 11:59 p.m. on the date immediately preceding the date of the Court Hearing, failing which the Scheme will lapse or, if the Offer is implemented by way of a Takeover Offer, no later than as permitted by the Takeover Panel. RPC shall be under no obligation to waive or treat as satisfied any of the Conditions by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that any such Condition or the other Conditions of the Scheme and the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

3.            If RPC is required by the Takeover Panel to make an offer for BPI Shares under the provisions of Rule 9 of the Code, RPC may make such alterations to the Conditions and further terms of the Offer as are necessary to comply with the provisions of that Rule.

4.            RPC reserves the right to elect (with the consent of the Takeover Panel) to implement the Offer by making a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on the same terms or, if RPC so decides, on such other terms being no less favourable, subject to appropriate amendments, as far as applicable, as those which would apply to the Scheme. The acceptance condition would be set at 90 per cent. of the shares to which such Takeover Offer relates (or such lesser percentage, being more than 50 per cent., as RPC may decide with the consent of the Takeover Panel). Further, if sufficient acceptances of the Takeover Offer are received and/or sufficient BPI Shares are otherwise acquired, it is the intention of RPC to apply the provisions of the Companies Act to compulsorily acquire any outstanding BPI Shares to which such Takeover Offer relates.

5.            The Offer will lapse (unless otherwise agreed with the Takeover Panel) if:

(i)            in so far as the Offer or any matter arising from or relating to the Scheme or Offer 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 of the United Kingdom under Article 9(1) of the Regulation and there is then a CMA Phase 2 Reference; or

(ii)           in so far as the Offer or any matter arising from the Scheme or Offer does not constitute a concentration with a Community dimension within the scope of the Regulation, the Scheme or Offer or any matter arising from or relating to the Offer becomes subject to a CMA Phase 2 Reference,

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

6.            RPC reserves the right for any other member of the RPC Group from time to time to implement the Offer with the consent of BPI.

7.            The BPI Shares shall be acquired by RPC with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights and interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) 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 way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of the BPI Shares.

8.            The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom and any BPI Shareholders who are not resident in the United Kingdom will need to inform themselves about and observe any applicable requirements.

9.            Unless otherwise determined by RPC or required by the Code and permitted by applicable law and regulations, the Offer is not being, and will not be, made, directly or indirectly, in, into or by the use of the mails of, or by any other means or instrumentality (including, but not limited to, facsimile, email 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 will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

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

11.          This Announcement and any rights or liabilities arising hereunder, the Offer, the Scheme and the Forms of Proxy will be governed by the laws of England and Wales and will be subject to the jurisdiction of the English courts. The Offer shall be subject to the applicable requirements of the Code, the Takeover Panel, the London Stock Exchange, the FCA and the Listing Rules.

 

 

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement:

(i)            Unless otherwise stated, financial information relating to BPI has been extracted or derived (without material adjustment) from the audited consolidated financial statements of BPI for the financial year to 31 December 2015 and BPI's trading update announcement dated 10 May 2016.

(ii)           Unless otherwise stated, financial information relating to RPC has been extracted or derived (without material adjustment) from the audited consolidated financial statements of RPC for the financial year ended 31 March 2015 and RPC's announcement dated 2 June 2016 of its preliminary results for the financial year ended 31 March 2016.

(iii)         The terms of the Acquisition value each BPI Share at approximately 940 pence. The value of 940 pence per BPI Share is based on a share price of approximately 781.5 pence per RPC Share being the average Closing Price over the one month period ending on 8 June 2016, the last Business Day prior to this Announcement and 0.60141 of a New RPC Share to be issued for each BPI Share representing 470 pence in New RPC Shares plus the payment of 470 pence in cash for each BPI Share.

(iv)          The value of the Acquisition is based upon the following:

·              a share price of approximately 781.5 pence per RPC Share (being the average Closing Price over the one month period ending with the Closing Price on 8 June 2016, the last Business Day prior to this Announcement); and

·              on the basis of the issued and to be issued share capital of BPI referred to below:

(A)           27,439,003 BPI Shares in issue on 8 June 2016 (being the last Business Day prior to this Announcement) including 358,883 BPI Shares currently held in BPI's employee benefit trust, which may be utilised to satisfy awards under the BPI Share Matching Plan;

plus

(B)           343,531 BPI Shares which are the subject of the expected exercise of options granted and to be granted under the BPI Share Schemes other than under the BPI Share Matching Plan;

resulting in

(C)           a fully diluted share capital of 27,782,534 BPI Shares.              

The numbers of BPI Shares referred to in (B) and therefore (C) above are estimated numbers based on (a) an estimated time apportionment of the vesting of options over BPI Shares, assuming such apportionment takes place with reference to 31 July 2016; and (b) estimated contributions to the BPI Savings Related Share Option Scheme based on estimated deductions from relevant employees' pay ceasing on 31 July 2016.

(v)           Unless otherwise stated, all prices for BPI Shares and RPC Shares are the Closing Price for the relevant date.

(vi)          RPC recommended a dividend of 12.3 pence per RPC Share on 2 June 2016 for the financial year ended 31 March 2016. Subject to RPC Shareholder approval, the RPC Dividend is anticipated to be paid on 2 September 2016 to holders of RPC Shares on the RPC share register as at the applicable record date, which is expected to be 12 August 2016. The RPC Shares are trading 'cum' the RPC Dividend as at the date of this Announcement.  In the event that the RPC Dividend is approved by RPC Shareholders and the Offer is not declared Effective (or where it has been declared Effective and the former BPI Shareholders subject to the Scheme have not been registered in the RPC share register as the holders of the relevant New RPC Shares) by the RPC Dividend record date, which is expected to be 12 August 2016, the number of New RPC Shares payable per BPI Share under the Offer will be increased to 0.61102 of a New RPC Share to give BPI Shareholders the benefit of the RPC Dividend.

(vii)         The enterprise value / Reported EBITDA multiple has been calculated using the following methodology:

The Enterprise Value of BPI is based on the value of BPI's issued and to be issued share capital assuming the value of 940 pence per BPI Share plus BPI's net debt of £22.4 million (after adjustment for the disposal of BPI China announced by BPI on 27 April 2016) plus net pension deficit (post tax) of £47.6 million and plus non-controlling interests of £0.4 million, as at 31 December 2015.

The Reported EBITDA of BPI is based on BPI's Reported EBITDA before restructuring costs for the year ended 31 December 2015 of £43.6 million.

(viii)       The enterprise value / Adjusted EBITDA multiple has been calculated using the following methodology:

The Enterprise Value of BPI is calculated as above.

The Adjusted EBITDA of BPI is based on BPI's Reported EBITDA before restructuring costs for the year ended 31 December 2015 of £43.6 million adjusted for the following adjustments made by RPC management:

·              plus approximately £2.0 million of exceptional polymer impact given abnormally high polymer prices in 2015;

·              plus approximately £1.9 million of reduced energy costs through the Department of Business Innovation and Skills renewables obligation and small-scale feed-in tariff scheme shown on an underlying basis for the year ended 31 December 2015 and provision movements; and

·              less approximately £0.9 million EBITDA contribution from BPI's discontinued Chinese subsidiary.

Taking the above adjustments into account, the Adjusted EBITDA of BPI for the year ended 31 December 2015 is therefore £46.6 million.

(ix)          Synergy numbers are unaudited and are based on analysis by RPC's management and on RPC's and BPI's internal records.

(x)           Certain figures in this Announcement have been subject to rounding adjustments, including that all share prices expressed in pence have been rounded to the nearest one decimal place and all percentages have been rounded to one decimal place.

 

APPENDIX III

DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

RPC has received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if RPC exercises its right to implement the Offer by way of a Takeover Offer, to accept such Offer), on the terms set out in this Announcement, in respect of a total of 3,089,553 BPI Shares, representing, in aggregate, approximately 11.26 per cent. of BPI's existing issued share capital in issue on 8 June 2016 (being the last Business Day prior to this Announcement), comprised as follows:

BPI Directors (and certain of their immediate family members)

Name	Number of BPI Shares	Per cent. of BPI Shares in issue
Cameron McLatchie	836,306	3.05%
John Langlands	408,490	1.49%
David Harris	169,757	0.62%
Ron Marsh	35,000	0.13%
David Warnock	25,000	0.09%
Ian Russell	15,000	0.05%
Total	1,489,553	5.43%

 

Other BPI Shareholders

Name	Number of BPI Shares	Per cent. of BPI Shares  in issue
Hargreave Hale Limited (on behalf of Marlborough Fund Managers Limited)	1,600,000	5.83

All of the undertakings referred to above will cease to be binding if the Offer lapses or is withdrawn (except where such lapse or withdrawal occurs in circumstances where RPC elects, with the consent of the Takeover Panel, to implement the Offer for BPI by way of a Takeover Offer).

In the case of the irrevocable undertaking from Hargreave Hale Limited, the undertaking referred to above will cease to be binding if a third party makes a competing offer at a value which (in BPI's reasonable opinion on the advice of Investec) exceeds the value of the consideration per BPI Share under the Offer by 10 per cent. or more per BPI Share (provided that, if no later than 5.00 p.m. on the fifth Business Day after the day on which the third party's offer is made, the cash consideration per BPI Share under the Offer is increased such that its value (in BPI's reasonable opinion on the advice of Investec) is equal to or exceeds the third party's offer, the irrevocable undertaking shall not lapse and all obligations under it shall remain in full force and effect).

Further, RPC has received a letter of intent to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting from Schroder Investment Management Limited in respect of a total of 2,603,341 BPI Shares, representing, in aggregate, approximately 9.49 per cent. of the existing issued share capital of BPI.

APPENDIX IV

Quantified FINANCIAL benefits statement

RPC has made the following merger benefit statement in paragraph 7 of this Announcement (the "Quantified Financial Benefits Statement"):

The RPC Directors, having reviewed and analysed the potential benefits of the Offer, based on their experience of operating in the sector and taking into account the factors the RPC Group can influence, believe that the Combined Group will be able to achieve ongoing pre-tax cost synergies of £10 million per annum (before integration costs), fully realisable within the first two full financial years following the Offer becoming Effective.

The principal sources of quantified synergies are expected to be split broadly evenly between (i) polymer purchasing and other areas of procurement such as energy, freight and packaging (particularly in Europe) and (ii) from the elimination of duplicate corporate and administrative expenses.

Realisation of the pre-tax cost synergies is expected to require a non-recurring cash outlay of approximately £5 million to be incurred mainly in the first twelve months following the Offer becoming Effective.

The RPC Directors also believe that the Combined Group will be able to realise an additional on-going pre-tax cost saving of approximately £3 million per annum from extending the assumed useful lives of certain assets and bringing BPI's current depreciation rate into line with RPC's depreciation rate. The cost-saving is expected to be fully realisable within the first full financial year following the Offer becoming Effective. There would be no costs associated with implementing this cost saving.

In addition to these pre-tax cost synergies, the RPC Directors believe there will be an additional one-off cash synergy of £10 million as a result of improved working capital management of BPI as its practices are brought into line with RPC's system. It is anticipated that this one-off cash synergy will be achieved within the first twelve months of ownership. There would be no costs associated with implementing this one-off cash synergy.

The RPC Directors do not expect any material dis-synergies to arise in connection with the Acquisition.

Reports

The RPC Board believes that the Combined Group should be able to achieve the synergies set out in the Quantified Financial Benefit Statement. As required by Rule 28.1(a) of the Takeover Code, KPMG, as reporting accountants to RPC, and Rothschild, as financial adviser to RPC, have provided letters for the purposes of the Takeover Code. These letters are appended to this Appendix.

Bases of belief

Initial discussions were held between senior personnel from RPC and BPI for the purposes of allowing RPC to quantify initial estimates of potential synergies and associated costs relating to the Offer.

 

RPC then refined its initial estimates through internal discussions and analysis as well as further diligence investigations. The RPC team consisted of the relevant corporate development and procurement personnel so RPC could assess and reach a conclusion on the nature and quantum of the identified synergy initiatives.

 

In preparing the Quantified Financial Benefits Statement, both RPC and BPI have shared certain information to facilitate RPC's analysis and evaluation of the potential synergies available as a result of the Offer. In circumstances where data has been limited for commercial or other reasons, including third party confidentiality, estimates and assumptions have been made to aid the development of individual synergy initiatives and cost to realise these synergies.

 

Baseline cost numbers were based on the current arrangements in relation to procurement and the comparison of existing depreciation policies of RPC and BPI applied to BPI's fixed asset base. For the synergies arising from the elimination of duplicate corporate and administrative expenses, organisation information was reviewed.

 

The cost bases for RPC and BPI used as the basis for the quantification exercise are 12 months actual cost bases to December 2015.

 

QFBS assumptions

 

In arriving at the estimate of synergies set out in this Announcement, following discussions with BPI, the RPC Directors made the following operational assumptions:

 

•    the removal of duplicated functions in the areas of central overhead;

•    the removal of certain costs that are currently payable in relation to BPI's publicly listed company status, which will no longer be payable upon the completion of the transaction;

•    the alignment of BPI's selected procurement terms to RPC's; and

•    the quantum and nature of one-off implementation costs will be consistent with costs incurred in previous transactions completed by RPC.

 

The RPC Directors have also assumed that RPC will own 100% of the ordinary share capital of BPI.

 

The RPC Directors have, in addition, made the following assumptions, all of which are outside the influence of the RPC Directors:

 

•    there will be no material impact on the underlying operations of either company or their ability to continue to conduct their businesses;

•    there will be no material change to macroeconomic, political, regulatory or legal conditions in the markets or regions in which RPC and BPI operate that materially impact on the implementation or costs to achieve the proposed cost synergies; and

•    there will be no material change in current foreign exchange rates.

 

The RPC Directors consider that the expected benefits will accrue as a direct result of the Offer and could not be achieved independently of the Offer.

 

Notes

1.     The statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, or may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. No statement in the Quantified Financial Benefits Statement, or this Announcement generally, should be construed as a profit forecast or interpreted to mean that RPC's earnings in the full first full year following the Offer, or in any subsequent period, would necessarily match or be greater than or be less than those of RPC and/or BPI for the relevant preceding financial period or any other period.

 

2.     Due to the scale of the Combined Group, there may be additional changes to the Combined Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost savings may be materially greater or less than those estimated.

 

3.     In arriving at the Quantified Financial Benefits Statement, the RPC Directors have assumed that there will be no significant negative impact on the business of the Combined Group.

 

 

KPMG report on Quantified Financial Benefits Statement

The Directors

RPC Group Plc

Sapphire House Crown Way

Rushden 

NN10 6FB 

 

N M Rothschild & Sons Limited

New Court 

St Swithin's Lane

London

EC4N 8AL

 

9 June 2016

Ladies and Gentlemen

RPC Group Plc

We refer to the statement ('the Statement') made by the directors of RPC Group Plc ('the Directors') set out in the section titled "Financial benefits of the Offer" of the announcement dated 9 June 2016 to the effect that:

"The RPC Directors, having reviewed and analysed the potential benefits of the Offer, based on their experience of operating in the sector and taking into account the factors the RPC Group can influence, believe that the Combined Group will be able to achieve ongoing pre-tax cost synergies of £10 million per annum (before integration costs), fully realisable within the first two full financial years following the Offer becoming Effective.

The principal sources of quantified synergies are expected to be split broadly evenly between (i) polymer purchasing and other areas of procurement (particularly in Europe) and (ii) from the elimination of duplicate corporate and administrative expenses.

Realisation of the pre-tax cost synergies is expected to require a non-recurring cash outlay of approximately £5 million to be incurred mainly in the first twelve months following the Offer becoming Effective.

The RPC Directors also believe that the Combined Group will be able to realise an additional on-going pre-tax cost saving of approximately £3 million per annum from extending the assumed useful lives of certain assets and bringing BPI's current depreciation rate into line with RPC depreciation rate. The benefit is expected to be fully realisable within the first full financial year following the Offer becoming Effective. There would be no costs associated with implementing this cost saving.

In addition to these pre-tax cost synergies, the RPC Directors believe there will be an additional one-off cash synergy of £10 million as a result of improved working capital management of BPI as its practices are brought into line with RPC's system. It is anticipated that this one-off cash synergy will be achieved within the first twelve months of ownership. There would be no costs associated with implementing this one-off cash synergy.

The RPC Directors do not expect any material dis-synergies to arise in connection with the Acquisition".

The Statement has been made in the context of the disclosure in paragraph 7 (Financial benefits of the Offer) of the announcement setting out, inter alia, the basis of the Directors' belief (including the principal assumptions and sources of information) supporting the Statement and their analysis and explanation of the underlying constituent elements.

This report is required by Rule 28.1(a) of the City Code on Takeovers and Mergers ('the City Code') and is given for the purpose of complying with that requirement and for no other purpose.  

Responsibilities

It is the responsibility of the Directors to prepare the Statement in accordance with the requirements of the City Code.  

It is our responsibility to form an opinion, as required by Rule 28.1(a) of the City Code as to the proper compilation of the Statement and to report that opinion to you.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Rule 23.3 of the City Code, consenting to its inclusion in the announcement.

Basis of preparation of the Statement

The Statement has been prepared on the basis stated in paragraph 7 (Financial benefits of the Offer) of the announcement.

Basis of opinion

We have discussed the Statement, together with the underlying plans and with the relevant bases of belief (including sources of information and assumptions), with the Directors and RPC's financial adviser, N M Rothschild & Sons Limited. Our work did not involve any independent examination of any of the financial or other information underlying the Statement.  We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing Practices Board of the United Kingdom. 

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Statement has been properly compiled on the basis stated. 

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

We do not express any opinion as to the achievability of the benefits identified by the Directors in the Statement.  The Statement is subject to uncertainty as described therein. Because of the significant changes in the enlarged group's operations expected to flow from the transaction and because the Statement relates to the future and may be affected by unforeseen events, the actual benefits achieved are likely to be different from those anticipated in the Statement and the differences may be material.

Opinion

On the basis of the foregoing, we report that in our opinion the Statement has been properly compiled on the basis stated.

Yours faithfully

KPMG LLP

 

Rothschild report on Quantified Financial Benefits Statement

 

The Directors

RPC Group Plc

Sapphire House Crown Way  

Rushden 

NN10 6FB 

9 June 2016

Dear Sirs,

We refer to the Quantified Financial Benefits Statement, the bases of belief thereof and the notes thereto (together, the "Statement"), for which the Directors of RPC are solely responsible under Rule 28 of the City Code on Takeovers and Mergers.

We have discussed the Statement (including the assumptions and sources of information referred to therein), with the Directors of RPC and those officers and employees of RPC who developed the underlying plans. The Statement is subject to uncertainty as described in this Announcement and our work did not involve an independent examination of any of the financial or other information underlying the Statement.

We have relied upon the accuracy and completeness of all the financial and other information provided to us by, or on behalf of, RPC, or otherwise discussed with or reviewed by us, and we have assumed such accuracy and completeness for the purposes of providing this letter. We have also reviewed the work carried out by KPMG LLP and have discussed with them the opinion set out in their letter of 9 June 2016 addressed to the Directors of RPC and ourselves.

We do not express any opinion as to the achievability of the quantified financial benefits identified by the Directors of RPC.

This letter is provided pursuant to our engagement letter with RPC solely to the Directors of RPC in connection with Rule 28.1(a)(ii) of the Code and for no other purpose. We accept no responsibility to RPC or its shareholders or any person other than the Directors of RPC in respect of the contents of, or any matter arising out of or in connection with, this letter. No person other than the Directors of RPC can rely on the contents of this letter, and to the fullest extent permitted by law, we exclude all liability (whether in contract, tort or otherwise) to any other person in respect of this letter, its results, or the work undertaken in connection with this letter, or any of the results that can be derived from this letter or any written or oral information provided in connection with this letter, and any such liability is expressly disclaimed except to the extent that such liability cannot be excluded by law.

On the basis of the foregoing, we consider that the Statement, for which the Directors of RPC are solely responsible, has been prepared with due care and consideration.

Yours truly,

N M Rothschild & Sons Limited

 

APPENDIX V

DEFINITIONS

In this Announcement, the following words and expressions have the following meanings, unless the context requires otherwise:

Acquisition	the acquisition of BPI pursuant to the Offer;
Adjusted EBITDA	has the meaning given in Appendix II to this Announcement;
Admission	the admission of the New RPC Shares (and where the context requires, the Placing Shares) to the premium segment of the Official List and to trading on the Main Market;
Announcement	this announcement of the Offer made in accordance with Rule 2.7 of the Code;
Authorisations	authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions, determinations, exemptions or approvals;
BPI	British Polythene Industries PLC;
BPI Directors	the directors of BPI from time to time and 'BPI Director' means any one of them;
BPI Group	BPI and its subsidiaries and subsidiary undertakings;
BPI Share Matching Plan	the BPI 2010 Share Matching Plan;
BPI Share Schemes	the BPI Share Matching Plan, the BPI Savings Related Share Option Scheme and the BPI 2010 Company Share Option Plan;
BPI Shareholders	the registered holders of BPI Shares from time to time;
BPI Shares	ordinary shares of 25 pence each in the capital of BPI;
Business Day	a day, other than a Saturday, Sunday, public holiday or bank holiday, on which banks are generally open for normal business in the City of London;
Closing Price	in respect of a BPI Share or RPC Share on any particular day, the closing middle market quotation thereof as derived from the Daily Official List on that day;
CMA	the independent public body which conducts second phase, in-depth inquiries into mergers, markets and the regulation of the major regulated industries in the United Kingdom (or any successor body or bodies carrying out the same functions in the United Kingdom from time to time);
CMA Phase 2 Reference	a reference pursuant to sections 22 or 33, 45 or 62 of the Enterprise Act 2002 of the Offer to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013;
Code or Takeover Code	the UK City Code on Takeovers and Mergers;
Combined Group	the enlarged group following the Acquisition, comprising the RPC Group and the BPI Group;
Community	the European Community;
Companies Act	the United Kingdom Companies Act 2006 as amended from time to time;
Conditions	the conditions to the implementation of the Scheme and the Offer, which are set out in Appendix I to this Announcement and to be set out in the Scheme Document;
Confidentiality Agreement	the mutual confidentiality agreement entered into by RPC and BPI on 31 May 2016;
Court	the High Court of Justice in England and Wales;
Court Hearing	the hearing by the Court to sanction the Scheme and, if such hearing is adjourned, references to the commencement of any such hearing shall mean the commencement of the final adjournment thereof;
Court Meeting	the meeting (or any adjournment, postponement or reconvention thereof) of the holders of Scheme Shares (or the relevant class or classes thereof) to be convened by order of the Court pursuant to section 896 of the Companies Act to consider and, if thought fit, approve the Scheme (with or without modification);
Court Order	the order of the Court sanctioning the Scheme under Part 26 of the Companies Act;
CREST	the relevant system (as defined in the Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the Regulations);
Daily Official List	the Daily Official List of the London Stock Exchange;
Dealing Disclosure	has the same meaning as in Rule 8 of the Code;
Deutsche Bank	Deutsche Bank AG, London Branch, of 1 Great Winchester Street, London EC2N 2DB;
Disclosed	(a) information included in the annual report and accounts of the BPI Group for the financial year ended 31 December 2015; (b) information disclosed in a public announcement to a RIS made by BPI in the 24 months prior to the date of this Announcement; (c) disclosed in this Announcement; or (d) disclosed by or on behalf of BPI to RPC (or their respective officers, employees, agents or advisers) in writing prior to the date of this Announcement;
Disclosure Table	the disclosure table on the Takeover Panel's website at www.thetakeoverpanel.org.uk;
EBITDA	earnings before interest, taxes, depreciation and amortisation;
Effective	in the context of the Offer: (a) if the Offer is implemented by way of a Scheme, the Scheme having become effective in accordance with its terms, upon the delivery of the Court Order to the Registrar of Companies; or (b) if the Offer is implemented by way of a Takeover Offer, the Takeover Offer having been declared or become unconditional in all respects in accordance with the requirements of the Code;
Effective Date	the date upon which: (a) the Scheme becomes Effective; or (b) if RPC elects and the Takeover Panel consents to implement the Offer by way of a Takeover Offer, the Takeover Offer becomes Effective;
EV	means enterprise value;
Excluded Shares	(a) any BPI Shares legally or beneficially held by any member of the BPI Group; or (b) any Treasury Shares;
Facility Agreement	the amended and restated revolving credit facility agreement between RPC; Commerzbank Aktiengesellschaft, London Branch, as agent and Barclays Bank PLC, BNP Paribas Fortis SA/NV, Commerzbank Aktiengesellschaft, London Branch, Danske Bank A/S, HSBC Bank plc, ING Bank N.V., London Branch, and The Royal Bank of Scotland plc, first dated 30 April 2014 and amended on 6 June 2016 for the purpose of the Offer;
FCA	the UK Financial Conduct Authority or its successor from time to time;
Forms of Proxy	the forms of proxy for use at the Court Meeting and the General Meeting respectively, which will accompany the Scheme Document;
FSMA	The Financial Services and Markets Act 2000, as amended from time to time;
General Meeting	the general meeting (or any adjournment, postponement or reconvention thereof) of BPI Shareholders to be convened in connection with the Scheme;
Governmental Entity	any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, arbitrator or arbitrator panel, regulatory or administrative agency or commission, or other authority thereof, or any regulatory or quasi-regulatory organisation or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority;
ISIN	International Securities Identification Number;
Investec	Investec Bank plc;
Joint Bookrunners	Deutsche Bank and Panmure Gordon;
KPMG	KPMG LLP;
Listing Rules	the rules and regulations made by the FCA in its capacity as the UKLA under FSMA, and contained in the FCA's publication of the same name;
London Stock Exchange	London Stock Exchange plc;
Long Stop Date	16 November 2016 or such later date (if any) as RPC and BPI may, with the consent of the Takeover Panel, agree and (if required) the Court may allow;
Main Market	the London Stock Exchange's main market for listed securities;
New RPC Shares	the new RPC Shares to be issued fully paid to Scheme Shareholders pursuant to the Scheme;
Offer	the recommended offer to be made by RPC to acquire the entire issued and to be issued ordinary share capital of BPI and to be effected by means of the Scheme (or if RPC so elects, with the consent of the Takeover Panel, by means of a Takeover Offer) on the terms and subject to the conditions set out in the this Announcement including, where the context so requires, any subsequent revision, variation, extension, or renewal of such offer;
Offer Period	the period which commenced on the date of this Announcement and ending on the date on which the Offer becomes Effective, lapses or is withdrawn (or such other date as the Takeover Panel may decide);
Offer Consideration	470 pence in cash and 0.60141 of a New RPC Share per Scheme Share (subject to the provisions of paragraph 2 of this Announcement regarding the RPC Dividend);
Official List	the official list of the UK Listing Authority;
Opening Position Disclosure	has the same meaning as in Rule 8 of the Code;
Overseas Shareholders	BPI Shareholders who are resident in, ordinarily resident in, or citizen of, jurisdictions outside of the United Kingdom;
Panmure Gordon	Panmure Gordon (UK) Limited, One New Change, London EC4M 9AF;
Placing	the placing of the Placing Shares pursuant to the Placing Agreement;
Placing Agreement	the underwritten placing agreement entered into by RPC and Deutsche Bank and Panmure Gordon in relation to the Placing;
Placing Shares	the RPC Shares to be placed pursuant to the Placing;
Quantified Financial Benefits Statement	the quantified financial benefits statement contained in paragraph 7 of this Announcement;
Registrar of Companies	the Registrar of Companies in England and Wales;
Regulations	the Uncertificated Securities Regulations 2001 (SI 2001/3755);
Reported EBITDA	has the meaning given in Appendix II to this Announcement;
Resolutions	the resolutions to be proposed by BPI at the General Meeting in connection with, amongst other things, the approval of the Scheme, the amendment of BPI's articles of association and such other matters as may be necessary to implement the Scheme and the de-listing of the BPI Shares;
Restricted Jurisdiction	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available in that jurisdiction;
RIS	a service approved by the London Stock Exchange for the distribution to the public of announcements and included within the list maintained on the London Stock Exchange's website;
ROCE	return on capital employed;
Rothschild	N M Rothschild & Sons Limited;
RPC	RPC Group Plc;
RPC Annual General Meeting	the annual general meeting of RPC expected to be convened for 13 July 2016;
RPC Board	the board of directors of RPC;
RPC Directors	the directors of RPC from time to time and 'RPC Director' means any one of them;
RPC Dividend	the proposed final dividend equal to the RPC Dividend Amount declared by RPC on 2 June 2016, and expected to paid on 2 September 2016 to holders of RPC Shares;
RPC Dividend Amount	12.3 pence per RPC Share;
RPC Group	RPC and its subsidiaries and subsidiary undertakings;
RPC Shareholders	the registered holders of RPC Shares from time to time;
RPC Shares	ordinary shares of 5 pence each in the capital of RPC (including, if the context requires, the New RPC Shares and/or Placing Shares);
Scheme	the proposed scheme of arrangement under Part 26 of the Companies Act to effect the Offer between BPI and the Scheme Shareholders (the full terms of which will be set out in the Scheme Document), with or subject to any modification, addition or condition which RPC and BPI may agree, and, if required, the Court may approve or impose;
Scheme Document	the document to be despatched to (among others) BPI Shareholders containing, among other things, the terms and conditions of the Scheme, the notices convening the Court Meeting and the General Meeting and the particulars required by section 897 of the Companies Act;
Scheme Record Time	the time and date to be specified in the Scheme Document, expected to be 6:00 p.m. on the Business Day immediately prior to the Effective Date;
Scheme Shareholders	holders of Scheme Shares;
Scheme Shares	the BPI Shares:
	(i)        in issue at the date of the Scheme Document;
	(ii)      (if any) issued after the date of the Scheme Document and prior to the Voting Record Time; and
	(iii)     (if any) issued at or after the Voting Record Time but at or before the Scheme Record Time in respect of which the original or any subsequent holder thereof is bound by the Scheme or shall by such time have agreed in writing to be bound by the Scheme,
	in each case other than any Excluded Shares;
Substantial Interest	in relation to an undertaking, a direct or indirect interest of 10 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking;
Takeover Offer	should the Offer be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on behalf of RPC to acquire the entire issued and to be issued ordinary share capital of BPI and, where the context requires, any subsequent revision, variation, extension or renewal of such offer;
Takeover Panel	the UK Panel on Takeovers and Mergers;
Third Party	each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, professional or investigative body or authority (including any antitrust or merger control authority), court, trade agency, professional association, institution, works council, employee representative body or any other similar body or person whatsoever in any jurisdiction;
Treasury Shares	any BPI Shares which are for the time being held by BPI as treasury shares (within the meaning of the Companies Act);
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland;
UKLA or UK Listing Authority	the FCA acting in its capacity as the competent authority for the purpose of Part VI of FSMA;
uncertificated or in uncertificated form	registered as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;
United States or US or United States of America	the United States of America, its territories and possessions, all areas subject to its jurisdiction or any subdivision thereof, any state of the United States of America and the District of Columbia;
US Exchange Act	the United States Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder;
Voting Record Time	the date and time specified in the Scheme Document by reference to which entitlements to vote on the Scheme will be determined, expected to be 6:00 p.m. on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6:00 p.m. on the second day before the date of such adjourned meeting;
WACC	weighted average cost of capital;
Wider RPC Group	RPC, its subsidiary undertakings, associated undertakings and any other undertaking, body corporate, partnership, joint venture or person in which RPC and/or such undertakings (aggregating their interests) have a direct or indirect Substantial Interest or the equivalent;
Wider BPI Group	BPI, its subsidiary undertakings, associated undertakings and any other undertaking, body corporate, partnership, joint venture or person in which RPC and/or such undertakings (aggregating their interests) have a direct or indirect Substantial Interest or the equivalent; and
£ or pence	pounds sterling or pence, the lawful currency of the UK.

 

In this Announcement:

(a)           all times referred to are to London time unless otherwise stated;

(b)           references to the singular include the plural and vice versa, unless the context otherwise requires;

(c)           "subsidiary", "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act and "associated undertaking" has the meaning given to it by paragraph 19 of Schedule 6 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 1(b) thereof which shall be excluded for this purpose; and

(d)           all references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.