RPC Group plc

02/11/2019 | Press release | Distributed by Public on 02/11/2019 01:07

Update on Letter of Intent

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

11 February 2019

RECOMMENDED FINAL CASH OFFER

For

RPC GROUP PLC ('RPC')

By

ROMEUK BIDCO LIMITED (the 'Bidder')

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

Further update from Eminence Capital, LP ('Eminence Capital') regarding its letter of intent

On 23 January 2019, RPC and the Bidder announced the Bidder's recommended final cash offer for RPC under Rule 2.7 of the Takeover Code (the 'Rule 2.7 Announcement'), pursuant to which Bidco will acquire all of the issued and to be issued share capital of RPC (the 'Acquisition'). As outlined in the Rule 2.7 Announcement, the Acquisition is to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the 'Scheme'). Capitalised defined terms used and not defined in this announcement have the same meanings given to them in the Rule 2.7 Announcement.

Prior to the publication of the Rule 2.7 Announcement, the Bidder received a letter of intent from Eminence Capital (the 'Eminence Capital Letter of Intent') to vote in favour of the Scheme at the Court Meeting (and the resolutions to be proposed at the RPC General Meeting) in respect of a total of 2,996,835 RPC Shares (the 'Controlled Shares'). The Bidder has subsequently made separate announcements on 1 February 2019, 6 February 2019 and 7 February 2019 regarding certain sales by Eminence Capital of RPC Shares, comprising an aggregate total of 1,866,014 Controlled Shares.

On 8 February 2019, Eminence Capital informed the Bidder that it had sold a further 556,356 Controlled Shares.

Accordingly, the Bidder is making this announcement as required by Rule 2.10(c)(ii) of the Code. Eminence Capital has confirmed to the Bidder that, as at 8 February 2019, the Eminence Capital Letter of Intent remains valid in respect of the 574,465 RPC Shares comprising the remaining Controlled Shares.

A copy of this announcement will be made available, in accordance with Rule 26.1 of the Code, on RPC's website at http://www.rpc-group.com/corporate/investors.

Enquiries:

Barclays(Lead Financial Adviser to the Bidder)Tel: +44 (0)20 7623 2323

Asim Mullick

Nishant Amin

Citi (Lead Financial Adviser to the Bidder)Tel: +44 (0)20 7986 4000

Sian Evans

Stuart Field (Corporate Broking)

Maitland(Public Relations Adviser to the Bidder)Tel: +44 (0)20 7379 5151

Seda Ambartsumian

Important Notices about Financial Advisers

Barclays Bank PLC, acting through its Investment Bank ('Barclays'), which is authorised by the Prudential Regulation Authority ('PRA') and regulated in the United Kingdom by the PRA and the Financial Conduct Authority ('FCA'), is acting exclusively for the Bidder and no one else in connection with the Acquisition and will not be responsible to anyone other than the Bidder for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Acquisition, this announcement or any matter referred to herein.

Citigroup Global Markets Limited ('Citi'), which is authorised by the PRA and regulated by the PRA and the FCA in the United Kingdom, is acting exclusively as financial adviser to the Bidder and no one else in connection with the Acquisition and the subject matter of this announcement, and shall not be responsible to anyone other than the Bidder for providing the protections afforded to clients of Citi, or for providing advice in connection with the Acquisition and the subject matter of this announcement. Neither Citi nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Citi in connection with this announcement, any statement contained herein or otherwise.

Further Information

This announcement is provided for information purposes only. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, exchange, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor will there be any sale, issuance, exchange or transfer of securities of RPC pursuant to the Acquisition or otherwise in any jurisdiction in contravention of applicable law.

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

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevantsecurities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in RPC securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.