European Commission Approval

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

4 July 2016

RECOMMENDED CASH AND SHARE OFFER

FOR

BRITISH POLYTHENE INDUSTRIES PLC

BY

RPC GROUP PLC

European Commission Approval

On 9 June 2016, the boards of RPC Group Plc ("RPC") and British Polythene Industries PLC ("BPI") announced that they had 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"). The Offer is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

RPC and BPI today confirm that the Offer has received unconditional merger clearance from the European Commission.

The scheme circular in connection with the Scheme (the "Scheme Document"), published on 1 July 2016, includes full details of the Scheme, together with notices of the Court Meeting and the General Meeting and the expected timetable, and specifies the action to be taken by Scheme Shareholders.

Capitalised terms in this announcement shall unless otherwise defined, have the same meanings as set out in the Scheme Document.

Enquiries:

Important Notices

Rothschild, which is authorised by the PRA and regulated in the UK by the FCA and the PRA, is acting exclusively for RPC and no one else in connection with the Offer, and will not be responsible to anyone other than RPC for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the Offer or any other matter referred to in this announcement.

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 contained in the Scheme Document and the accompanying Forms of Proxy.

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

Publication and availability of Announcement

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on BPI's website at www.bpipoly.com and RPC's website at www.rpc-group.com by no later than 12:00 noon on the business day following the publication thereof. For the avoidance of doubt, save as expressly referred to in the Scheme Document, the contents of those websites are not incorporated into and do not form part of the Scheme Document.

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. 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.

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 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://wwww.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. Enquiries should be made of the Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if there is any doubt as to whether an Opening Position Disclosure or a Dealing Disclosure is required to be made.