THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW ORDINARY SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE IN THE PROSPECTUS ONCE PUBLISHED. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF RPC GROUP PLC AND ON ITS WEBSITE AT WWW.RPC-GROUP.COM. THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. 9 February 2017 For immediate release RPC Group Plc Publication of Prospectus Earlier today RPC Group Plc ( RPC or the Company ) announced the proposed acquisition of the Letica Group (the Letica Acquisition ) and fully underwritten rights issue (the Rights Issue ) to satisfy part of the consideration payable on completion of the Letica Acquisition and to allow the RPC Group to repay amounts drawn under its existing debt facilities following completion of the other recent acquisitions. The Rights Issue of 82,954,687 New Ordinary Shares at 665 pence each will be on the basis of 1 New Ordinary Share for every 4 Existing Ordinary Shares to raise gross proceeds of approximately 552 million. The prospectus relating to the Rights Issue (the Prospectus ) has been published today. The Prospectus is available on RPC's website, www.rpc-group.com, and will be submitted to the National Storage Mechanism, where it will be available for inspection at www.morningstar.co.uk/uk/nsm.do. Defined terms used in the Prospectus dated 9 February 2017 shall have the same meanings when used in this announcement unless the context requires otherwise.
For further information, please contact: RPC Group Plc: +44 (0)1933 410064 Pim Vervaat, Chief Executive Simon Kesterton, Group Finance Director Rothschild Financial Adviser and Sponsor: +44 (0)20 7280 5000 Charles Montgomerie Yuri Shakhmin Nathalie Ferretti Deutsche Bank Joint Global Co-ordinator and Joint Bookrunner: Charles Wilkinson Jimmy Bastock Lorcan O Shea +44 (0)20 7545 8000 Jefferies Joint Global Co-ordinator and Joint Bookrunner: +44 (0)20 7029 8000 Chris Zeal Antonia Rowan Harry Nicholas Lee Morton BofA Merrill Lynch Co-Bookrunner: +44 (0)20 7628 1000 Peter Luck Dennis Wierer Edward Stratton Daniel Norman FTI Consulting: +44 (0)20 3727 1340 Richard Mountain Nick Hasell
IMPORTANT NOTICE: This announcement has been issued by, and is the sole responsibility of, RPC. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change. Neither the contents of RPC s website nor any website accessible by hyperlinks on RPC s website is incorporated in, or forms part of, this announcement. This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus. The Prospectus will give further details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue. A copy of the Prospectus will be available from the registered office of RPC and on RPC s website at www.rpc-group.com. However, the Prospectus will not, subject to certain exceptions, be available (whether through the website or otherwise) to Shareholders in the United States or any other Excluded Territory. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which these materials are released, published, distributed or forwarded should inform themselves about and observe such restrictions. The information contained herein is not for release, publication, distribution or forwarding, directly or indirectly, in or into the United States or any other Excluded Territory. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. This announcement does not contain or constitute an offer for sale, or the solicitation of an offer to purchase, any securities in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the Securities Act ), or under the securities laws or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold or transferred in the United States absent registration under the Securities Act or pursuant to an available exemption from, or in transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Any offering of the securities in the United States will be made only to a limited number of qualified institutional buyers ( QIBs ) as defined in Rule 144A under the Securities Act pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of the securities in the United States. None of the New Ordinary Shares, this announcement or any other document connected with the Rights Issue has been or will be approved or disapproved by the United States Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, and none of the foregoing authorities or any securities commission has passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of this announcement or any other document connected with the Rights Issue. Any representation to the contrary is a criminal offence in the United States. This announcement does not contain or constitute an offer to sell, or the solicitation of an offer to purchase, any securities to any person with a registered address in, or who is resident in, Australia, Canada, Japan, the Republic of South Africa or in any jurisdiction in which such an offer or solicitation is unlawful. None of the securities referred to herein have been or will be registered under the relevant laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Subject to certain limited exceptions, none of these
materials will be released, published, distributed or forwarded in or into Australia, Canada, Japan or the Republic of South Africa. This announcement includes statements that are, or may be deemed to be forward-looking statements. Forward-looking statements are statements that are not historical facts and that can be identified by words such as believe, anticipate, expect, intend, estimate, forecast, project, aim,, hope, plan, seek, predict, continue, assume, positioned, may, will, should, shall, risk, assurance and other similar expressions. Others can be identified from the context in which they are made. These forward-looking statements include all matters that are not historical facts. These forward-looking statements are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although RPC believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. RPC cautions investors that forward-looking statements are not guarantees of future performance and that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward-looking statements that RPC, or persons acting on its behalf, may issue. Factors that may cause RPC s actual results to differ materially from those expressed or implied by the forward-looking statements in this announcement include but are not limited to the risks described under Risk Factors in the Prospectus. These forward-looking statements reflect RPC s judgment at the date of this announcement, are not intended to give any assurances as to future results and are subject to change without notice. Furthermore, forward-looking statements contained in this announcement that are based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. No statement in this announcement is intended to be a profit forecast or to imply that the earnings of the RPC Group for the current year or future years necessarily will match or exceed the historical or published earnings of the RPC Group. The statement of estimated synergies and cost savings in the Prospectus relates to future actions and circumstances which, by their nature, involve risks, uncertainties, contingencies and other factors. As a result, these synergies and cost savings may not be achieved, or those achieved may be materially different from those estimated. These figures are unaudited numbers based on management estimates and estimated synergies are contingent on completion of the Letica Acquisition and could not be achieved by the RPC Group independently. RPC will comply with its obligations to publish updated information as required by FSMA, the Market Abuse Regulation, the Listing Rules, the Disclosure Guidance and Transparency Rules and/or the Prospectus Rules or otherwise by law and/or by any regulatory authority, but assumes no further obligation to publish additional information. You are advised to read this announcement and, once published, the Prospectus in their entirety for a further discussion of the factors that could affect RPC s future performance. In light of these risks, uncertainties and assumptions, the events described in the forwardlooking statements in this announcement may not occur.
N M Rothschild & Sons Limited ( Rothschild ) is authorised and regulated in the United Kingdom by the FCA. Deutsche Bank AG, London Branch ( Deutsche Bank ), is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority (the PRA ). It is subject to supervision by the European Central Bank and BaFin, Germany s Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and the FCA. Jefferies International Limited ( Jefferies ) is authorised and regulated in the United Kingdom by the FCA. Merrill Lynch International ( BofA Merrill Lynch ) is authorised by the PRA and regulated in the United Kingdom by the FCA and PRA. Each of Rothschild, Deutsche Bank, Jefferies and BofA Merrill Lynch (together, the Banks ) is acting solely for RPC in relation to the Rights Issue and nobody else and will not be responsible to anyone other than RPC for providing the protections afforded to their respective clients nor for providing advice in relation to the Rights Issue or any other matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon the Banks, by FSMA or the regulatory regime established thereunder, none of the Banks accepts any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with RPC, the New Ordinary Shares or the Rights Issue, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of the Banks accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which each of them might otherwise have in respect of this announcement or any such statement. Recipients of this announcement and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and/or, if and when published, in the Prospectus. This announcement does not constitute a recommendation concerning any investor s options with respect to the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice. -- ends --