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Letter to shareholders

11th Jul 2016 15:00

RNS Number : 8372D
British Polythene Industries PLC
11 July 2016
 

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

For immediate release

11 July 2016

LETTER TO SHAREHOLDERS OF BRITISH POLYTHENE INDUSTRIES PLC ("BPI")

Set out below is the text of a letter being sent to shareholders of BPI later today enclosing the Trading Update announced by RPC Group Plc this morning:

"THIS LETTER IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

 

If you are in any doubt about the action you should take, you are recommended to seek your own financial advice from your broker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

 

If you sell, have sold or otherwise transferred all of your British Polythene Industries PLC shares, please send this letter and the accompanying document at once to the purchaser or transferee or to the broker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. However, such documents should not be forwarded or transmitted in or into any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

 

British Polythene Industries PLC ("BPI")

Registered office:

One London Wall

London

EC2Y 5AB

 

RPC Group Plc ("RPC")

Registered office:

Sapphire House

Crown Way

Rushden

Northamptonshire

NN10 6FB

To BPI shareholders and, for information only, to participants in the BPI share schemes and persons with information rights

Dear BPI Shareholder

RPC Group Plc Trading Update

This morning, RPC Group Plc ("RPC") released a trading update for the period from 1 April 2016 to 30 June 2016 ahead of their Annual General Meeting being held on 13 July 2016. The boards of BPI and RPC are pleased to enclose a copy of this trading statement for your information.

Scheme Document Printing Issues

On 1 July 2016 you were notified that BPI had published a scheme document (the "Scheme Document") which contained a recommended cash and share offer by RPC to acquire the entire issued and to be issued share capital of BPI (the "Offer"). The Scheme Document contains the Offer and other relevant information, including notices of the meetings of the BPI shareholders which will be held on 25 July 2016 in connection with the Offer.

It has been brought to BPI's attention that due to an error in the printing run of the Scheme Document it is possible that a very small number of copies of the Scheme Document may have been issued with certain pages missing. The board of BPI wishes to ensure that you have received all of the relevant information about the Offer and accordingly you are asked to check that your copy of the Scheme Document contains all pages numbered 1 to 101.

 

You are encouraged to read the Scheme Document in full. Accordingly, if you find that you have received a copy of the Scheme Document which has any pages missing, then please contact BPI's registrars Computershare at The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, United Kingdom or on 0370 889 3238, who will arrange for a new hard copy of the Scheme Document to be sent to you.

 

Yours faithfully

 

Cameron McLatchie Jamie Pike

Chairman Chairman

on behalf of British Polythene Industries PLC on behalf of RPC Group Plc

 

 

 

Copies of this letter, the Scheme Document and further information about the Offer are also available on BPI's website at www.bpipoly.com and RPC's website at www.rpc-group.com.

 

The Directors of BPI are not aware of any material changes to the information contained in the Scheme Document issued by BPI on 1 July 2016 in respect of the matters listed under Rule 27.2(c) of the Takeover Code. The Directors of BPI accept responsibility for the information contained in this letter. To the best of the knowledge and belief of the Directors of BPI (who have taken all reasonable care to ensure that such is the case), the information contained in this letter relating to BPI is in accordance with the facts and does not omit anything likely to affect the import of such information.

 

The Directors of RPC are not aware of any material changes to the information contained in the Scheme Document issued by BPI on 1 July 2016 in respect of the matters listed under Rule 27.2(b) of the Takeover Code. The Directors of RPC accept responsibility for the information contained in this letter relating to RPC. To the best of the knowledge and belief of the Directors of RPC (who have taken all reasonable care to ensure that such is the case), the information contained in this letter is in accordance with the facts and does not omit anything likely to affect the import of such information."

 

 

Enquiries:

 

British Polythene Industries PLC

01475 501000

Cameron McLatchie, Chairman

John Langlands, Chief Executive

Investec Bank plc (Financial Adviser to BPI)

0207 597 4000

Keith Anderson / James Rudd / William Godfrey

FTI Consulting

0203 727 1000

Charles Palmer

 

Important Notices

Investec Bank plc, which is authorised by the PRA and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for BPI and no one else in connection with the Offer, and will not be responsible to anyone other than BPI for providing the protections afforded to clients of Investec Bank plc 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 is being made solely through the Scheme Document and the accompanying Forms of Proxy, which 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.

 

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

 

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.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
MSCEAAXFFELKEFF

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