Offer for Rexam PLC

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUSEQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION INRELATION TO THE NEW BALL SHARES EXCEPT ON THE BASIS OF INFORMATION IN THEPROSPECTUS AND THE SCHEME DOCUMENT WHICH ARE PROPOSED TO BE PUBLISHED IN DUECOURSE. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO ORFROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THERELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. FOR IMMEDIATE RELEASE 1 May 2015 RECOMMENDED CASH AND SHARE OFFER FOR REXAM PLC BY BALL UK ACQUISITION LIMITED a wholly-owned subsidiary of BALL CORPORATION Q1 EARNINGS RELEASE AND REPORT ON PROFIT FORECAST On 19 February 2015, the Boards of Ball Corporation ("Ball") and Rexam PLC("Rexam") announced the terms of a recommended cash and share offer by Ball UKAcquisition Limited ("Bidco"), a wholly-owned subsidiary of Ball, for theentire issued and to be issued share capital of Rexam (the "Offer Announcement"). On 30 April 2015, Ball published its first quarter earnings and held its firstquarter earnings conference call. The conference call included the followingstatement comprising a profit forecast in accordance with Rule 28 of the Code: "From a comparable net earnings perspective versus 2014, the best we can do isto offset everything other than the currency effects that are expected tocontinue through the rest of 2015." To summarise from the Company's first quarter 2015 earnings conference call,the following is a quantification of this profit forecast: The unfavourable currency effects on comparable net earnings in first quarter2015, largely due to a weaker Euro, were approximately $10 million, and areexpected to continue for the remainder of the year. Interest expense in 2015will be roughly $147 million (excluding debt refinancing and other costs) andthe effective tax rate is expected to be just over 27%. Combining theseelements and assuming exchange rates remain where they are as of today, wewould expect that our comparable net earnings for 2015 could be no higher than$495 million. Comparable net earnings is a key performance measure that the management ofBall uses to evaluate the company's performance against internal budgets andtargets. These measures are also used by Ball's investors to track year-on-yearcomparisons of the company's core financial performance and by analystsreporting on the company in determining their consensus estimates. The following table reconciles Ball's reported U.S. GAAP net earnings of $470.0million for the year ended December 31, 2014 to comparable earnings of $552.8million: 2014 $ in millions Net earnings attributable to Ball Corporation, as reported 470.0 Business consolidation and other activities, net of tax 62.2 Debt refinancing costs, net of tax 20.6 Comparable net earnings 552.8 (the "Ball Profit Forecast") For reference only, the Ball Profit Forecast and the basis of its preparationand the assumptions on which it is based are set out in Appendix I of thisannouncement. The Ball Profit Forecast has been reported on byPricewaterhouseCoopers LLP ("PwC"), as Ball's reporting accountant, and byGreenhill & Co. International LLP ("Greenhill") as Ball's lead financialadviser as required. Copies of their reports are included in parts C and Drespectively of Appendix I of this announcement, which contains, among otherinformation, certain key assumptions underlying the profit forecasts. PwC and Greenhill have given and not withdrawn their consent to publication ofthe announcement. The Ball first quarter earnings release and a written transcript of the analystcall following such release will be posted to Ball's website at www.ball.com/investors. Terms used in this announcement which are otherwise undefined have the samemeaning as those defined in the Offer Announcement. Information on Ball and Bidco Ball Ball is one of the world's leading suppliers of metal packaging to thebeverage, food, personal care and household products industries. The companywas organised in 1880 and incorporated in the state of Indiana, U.S., in 1922.Ball's packaging products are produced for a variety of end uses and aremanufactured in facilities around the world. Ball also provides aerospace andother technologies and services to governmental and commercial customers withinits aerospace and technologies segment. In 2014, Ball's total consolidated netsales were US$8.6 billion. Ball's packaging businesses were responsible for 89per cent of its net sales, with the remaining 11 per cent contributed by itsaerospace business. Ball's largest product lines are aluminium and steel beverage containers. Ballalso produces steel food, aerosol, paint, general line and decorative specialtycontainers, as well as extruded aluminium aerosol and beverage containers andaluminium slugs. Ball sells its packaging products mainly to multi-nationalbeverage, food, personal care and household products companies with which ithas developed long-term customer relationships. Ball's aerospace business is aleader in the design, development and manufacture of innovative aerospacesystems for civil, commercial and national security aerospace markets. Itproduces spacecraft, instruments and sensors, radio frequency systems andcomponents, data exploitation solutions and a variety of advanced aerospacetechnologies and products that enable remote imaging of the earth and deepspace missions. Ball believes strongly that by balancing economic, environmental and socialimpacts in its decision-making process, it will achieve long-term success.Third party endorsements such as Ball's containers and packaging sectorleadership position on the Dow Jones Sustainability World Index, inclusion onthe FTSE4Good Index and Ball's Cut/4 CArboN target, which strives to reduce thecarbon footprint of its beverage can per region by 25 per cent from 2010 to2020, aptly illustrate Ball's commitment to a sustainable business model. In the financial year ended 31 December 2014, Ball had revenue of US$8.6billion (£5.6 billion), earnings before interest and taxes of US$0.8 billion (£0.5 billion) and comparable earnings per diluted share of US$3.88. Ball islisted on the New York Stock Exchange. Ball is headquartered in Broomfield, Colorado, the United States, and has over14,500 employees worldwide. Bidco Bidco is a newly incorporated English company which is a wholly-ownedsubsidiary of Ball established to effect the Acquisition. Bidco has not tradedprior to the date of this announcement (except for entering into transactionsrelating to the Acquisition). Enquiries Ball and Bidco John Hayes, Chairman, President and Chief Executive Officer +1 (303) 469 3131 Scott Morrison, Senior Vice President and Chief Financial Officer Bob Tettero, Vice President, Corporate Planning and Development Ann Scott, Director, Investor Relations Greenhill (Lead financial adviser to Ball) David Wyles +44 (0) 20 7198 7400 Pieter-Jan Bouten Glen Tilles +1 (312) 846 5000 Douglas Jackson Further Information This announcement is not intended to and does not constitute or form part ofany offer to sell or subscribe for, or any invitation to purchase or subscribefor, or the solicitation of an offer to purchase or otherwise subscribe for anysecurities, or the solicitation of any vote or approval in any jurisdictionpursuant to the Offer or otherwise nor shall there be any sale, issuance ortransfer of securities of Ball or Rexam in any jurisdiction in contravention ofapplicable laws. The Offer will be made solely pursuant to the Scheme Document(or in the event that the Offer is to be implemented by means of a TakeoverOffer, the Offer Document) which will contain the full terms and conditions ofthe Offer, including details of how to vote in respect of the Offer. Any voteor response in relation to the Offer should be made solely on the basis of theScheme Document (or Offer Document, as the case may be). This announcement does not constitute a prospectus or prospectus equivalentdocument. Ball reserves the right to elect in accordance with the Co-operation Agreement(summarised at Section 11), with the consent of the Panel (where necessary), toimplement the Offer by way of a Takeover Offer. In such event, the TakeoverOffer will be implemented on substantially the same terms, subject toappropriate amendments, as those which would apply to the Scheme. Information relating to Rexam Shareholders Please be aware that addresses, electronic addresses and certain otherinformation provided by Rexam Shareholders, persons with information rights andother relevant persons for the receipt of communications from Rexam may beprovided to Ball during the Offer Period as required under Section 4 ofAppendix 4 of the Code. Overseas jurisdictions The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore anypersons who are subject to the laws of any jurisdiction other than the UnitedKingdom (including Restricted Jurisdictions) should inform themselves about,and observe, any applicable legal or regulatory requirements. In particular,the ability of persons who are not resident in the United Kingdom or who aresubject to the laws of another jurisdiction to vote their Rexam Ordinary Sharesin respect of the Scheme at the Court Meeting, or to execute and deliver Formsof Proxy appointing another to vote at the Court Meeting on their behalf, maybe affected by the laws of the relevant jurisdictions in which they are locatedor to which they are subject. Any failure to comply with applicable legal orregulatory requirements of any jurisdiction may constitute a violation ofsecurities laws in that jurisdiction. This announcement has been prepared forthe purpose of complying with English law and the Code and the informationdisclosed may not be the same as that which would have been disclosed if thisannouncement had been prepared in accordance with the laws of any jurisdictionoutside England. Copies of this announcement and any formal documentation relating to the Offerare not being, and must not be, directly or indirectly, mailed or otherwiseforwarded, distributed or sent in or into or from any Restricted Jurisdictionor any jurisdiction where to do so would constitute a violation of the laws ofsuch jurisdiction and persons receiving such documents (including custodians,nominees and trustees) must not mail or otherwise forward, distribute or sendthem in or into or from any Restricted Jurisdiction. Doing so may renderinvalid any related purported vote in respect of acceptance of the Offer. If the Offer is implemented by way of a Takeover Offer (unless otherwisepermitted by applicable law and regulation), the Takeover Offer may not bemade, directly or indirectly, in or into or by use of the mails or any othermeans or instrumentality (including, without limitation, facsimile, e-mail orother electronic transmission, telex or telephone) of interstate or foreigncommerce of, or any facility of a national, state or other securities exchangeof any Restricted Jurisdiction and the Offer will not be capable of acceptanceby any such use, means, instrumentality or facilities or from within anyRestricted Jurisdiction. Further details in relation to Rexam Shareholders in overseas jurisdictionswill be contained in the Scheme Document. Notice to U.S. investors in Rexam The Offer relates to the shares of an English company and is being made bymeans of a scheme of arrangement provided for under Part 26 of the CompaniesAct. The Offer, implemented by way of a scheme of arrangement is not subject tothe tender offer rules or the proxy solicitation rules under the U.S. ExchangeAct, as amended. Accordingly, the Offer is subject to the disclosurerequirements and practices applicable to a scheme of arrangement involving atarget company in England listed on the London Stock Exchange, which differfrom the disclosure requirements of United States tender offer and proxysolicitation rules. If, in the future, Ball exercises its right to implementthe Offer by way of a Takeover Offer and determines to extend the TakeoverOffer into the United States, the Offer will be made in compliance withapplicable United States laws and regulations. The New Ball Shares to be issued pursuant to the Offer have not been registeredunder the U.S. Securities Act, and may not be offered or sold in the UnitedStates absent registration or an applicable exemption from the registrationrequirements of the U.S. Securities Act. The New Ball Shares to be issuedpursuant to the Offer will be issued pursuant to the exemption fromregistration provided by Section 3(a)(10) under the U.S. Securities Act. If,in the future, Ball exercises its right to implement the Offer by way of aTakeover Offer or otherwise in a manner that is not exempt from theregistration requirements of the U.S. Securities Act, it will file aregistration statement with the SEC that will contain a prospectus with respectto the issuance of New Ball Shares. In this event, Rexam Shareholders andholders of Rexam ADRs are urged to read these documents and any other relevantdocuments filed with the SEC, as well as any amendments or supplements to thosedocuments, because they will contain important information, and such documentswill be available free of charge at the SEC's website at www.sec.gov or bydirecting a request to Ball's contact for enquiries identified above. Neither the SEC nor any U.S. state securities commission has approved ordisapproved of the New Ball Shares to be issued in connection with the Offer,or determined if this announcement is accurate or complete. Any representationto the contrary is a criminal offence in the United States. Rexam is incorporated under the laws of England and Wales. In addition, some ofits officers and directors reside outside the United States, and some or all ofits assets are or may be located in jurisdictions outside the United States.Therefore, investors may have difficulty effecting service of process withinthe United States upon those persons or recovering against Rexam or itsofficers or directors on judgments of United States courts, including judgmentsbased upon the civil liability provisions of the United States federalsecurities laws. It may not be possible to sue Rexam or its officers ordirectors in a non-U.S. court for violations of the U.S. securities laws. Notice to U.S. Investors in Ball This Announcement may be deemed to be solicitation material in respect of theproposed acquisition of Rexam PLC ("Rexam") by Ball Corporation ("Ball"),including the issuance of shares of Ball common stock in respect of theproposed acquisition. In connection with the foregoing proposed issuance ofBall common stock, Ball expects to file a proxy statement on Schedule 14A withthe Securities and Exchange Commission (the "SEC"). To the extent Ball effectsthe acquisition of Rexam as a Scheme under English law, the issuance of Ballcommon stock in the acquisition would not be expected to require registrationunder the Securities Act of 1933, as amended (the "Act"), pursuant to anexemption provided by Section 3(a)(10) under the Act. In the event that Balldetermines to conduct the acquisition pursuant to an offer or otherwise in amanner that is not exempt from the registration requirements of the Act, itwill file a registration statement with the SEC containing a prospectus withrespect to the Ball common stock that would be issued in the acquisition.INVESTORS AND SECURITY HOLDERS OF BALL ARE URGED TO READ THESE MATERIALS(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANTDOCUMENTS IN CONNECTION WITH THE ACQUISITION THAT BALL WILL FILE WITH THE SECWHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATIONABOUT BALL, THE PROPOSED ISSUANCE OF BALL COMMON STOCK, AND THE PROPOSEDACQUISITION. The preliminary proxy statement, the definitive proxy statement,the registration statement/prospectus, in each case as applicable, and otherrelevant materials in connection with the proposed issuance of Ball commonstock and the acquisition (when they become available), and any other documentsfiled by Ball with the SEC, may be obtained free of charge at the SEC's websiteat www.sec.gov. In addition, investors and security holders may obtain freecopies of the documents filed with the SEC at Ball's website, www.ball.com, orby contacting our Investor Relations department in writing at 10 Longs PeakDrive, P.O. Box 5000, Broomfield, CO 80021. Ball and its directors and executive officers may be deemed to be participantsin the solicitation of proxies from Ball's stockholders with respect to theproposed acquisition, including the proposed issuance of Ball common stock inrespect of the proposed acquisition. Information about Ball's directors andexecutive officers and their ownership of Ball's common stock is set forth inBall's Annual Report on Form 10-K for the fiscal year ended December 31, 2014,which was filed with the SEC on February 20, 2015 and Ball's proxy statementfor its 2015 Annual Meeting of Stockholders, which was filed with the SEC onMarch 16, 2015. Information regarding the identity of the potentialparticipants, and their direct or indirect interests in the solicitation, bysecurity holdings or otherwise, will be set forth in the proxy statement and/orprospectus and other materials to be filed with the SEC in connection with theproposed acquisition and issuance of Ball common stock in the proposedacquisition. Cautionary note regarding forward-looking statements This announcement contains certain forward-looking statements with respect tothe financial condition, results of operations and business of Ball, Rexam andthe Combined Group and certain plans and objectives of Ball with respectthereto. These forward-looking statements can be identified by the fact thatthey do not relate only to historical or current facts. Forward-lookingstatements often use words such as "anticipate", "target", "expect","estimate", "intend", "plan", "goal", "believe", "hope", "aim", "continue","will", "may", "would", "could" or "should" or other words of similar meaningor the negative thereof. There are several factors which could cause actualresults to differ materially from those expressed or implied in forward-lookingstatements. Among such factors are changes in the global, political, economic,business, competitive, market and regulatory forces, future exchange andinterest rates, changes in tax rates and future business combinations ordisposals. Factors that might affect: a) Ball and Rexam's packaging segmentsinclude product demand fluctuations; availability/cost of raw materials;competitive packaging, pricing and substitution; changes in climate andweather; crop yields; competitive activity; failure to achieve productivityimprovements or cost reductions; mandatory deposit or other restrictivepackaging laws; customer and supplier consolidation, power and supply chaininfluence; changes in major customer or supplier contracts or loss of a majorcustomer or supplier; political instability and sanctions; and changes inforeign exchange or tax rates; b) Ball and Rexam (each as a whole) includethose listed in (a) plus: changes in senior management; successful orunsuccessful acquisitions and divestitures; regulatory action or issuesincluding tax, environmental, health and workplace safety, including U.S. FDAand other actions or public concerns affecting products filled in Ball'scontainers, or chemicals or substances used in raw materials or in themanufacturing process; technological developments and innovations; litigation;strikes; labour cost changes; rates of return on assets of Ball and Rexam'srespective defined benefit retirement plans; pension changes; uncertaintiessurrounding the U.S. government budget, sequestration and debt limit; reducedcash flow; ability to achieve cost-out initiatives; and interest ratesaffecting Ball and Rexam's respective debt, and c) Ball's aerospace segmentinclude funding, authorisation, availability and returns of government andcommercial contracts; and delays, extensions and technical uncertaintiesaffecting segment contracts. These forward-looking statements are based onnumerous assumptions and assessments made by Ball and/or Rexam in light oftheir experience and their perception of historical trends, current conditions,business strategies, operating environment, future developments and otherfactors they believe appropriate. By their nature, forward-looking statementsinvolve known and unknown risks and uncertainties because they relate to eventsand depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in thisannouncement could cause actual results, performance or achievements, industryresults and developments to differ materially from those expressed in orimplied by such forward-looking statements. Although it is believed that theexpectations reflected in such forward-looking statements are reasonable, noassurance can be given that such expectations will prove to have been correctand persons reading this announcement are therefore cautioned not to placeundue reliance on these forward-looking statements which speak only as at thedate of this announcement. Neither Ball nor Rexam assumes any obligation toupdate or correct the information contained in this announcement (whether as aresult of new information, future events or otherwise), except as required byapplicable law. No Profit Forecast Other than the Ball Profit Forecast, no statement in this announcement isintended as a profit forecast or a profit estimate and no statement in thisannouncement should be interpreted to mean that earnings per Ball Share orRexam Share for the current or future financial years would necessarily matchor exceed the historical published earnings per Ball Share or Rexam Share. Quantified Financial Benefits No statement in this announcement should be construed or interpreted to meanthat the Combined Group's earnings in the first full year following theeffective date of the Scheme, or in any subsequent period, would necessarilymatch or be greater than or be less than those of Ball and/or Rexam for therelevant preceding financial period or any other period. Disclosure requirements of the Code Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent ormore of any class of relevant securities of an offeree company or of anysecurities exchange offeror (being any offeror other than an offeror in respectof which it has been announced that its offer is, or is likely to be, solely incash) must make an Opening Position Disclosure following the commencement ofthe offer period and, if later, following the announcement in which anysecurities exchange offeror is first identified. An Opening Position Disclosuremust contain details of the person's interests and short positions in, andrights to subscribe for, any relevant securities of each of (i) the offereecompany and (ii) any securities exchange offeror(s). An Opening PositionDisclosure by a person to whom Rule 8.3(a) applies must be made by no laterthan 3.30 pm (London time) on the 10th Business Day (as defined in the Code)following the commencement of the offer period and, if appropriate, by no laterthan 3.30 pm (London time) on the 10th Business Day (as defined in the Code)following the announcement in which any securities exchange offeror is firstidentified. Relevant persons who deal in the relevant securities of the offereecompany or of a securities exchange offeror prior to the deadline for making anOpening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1per cent or more of any class of relevant securities of the offeree company orof any securities exchange offeror must make a Dealing Disclosure if the persondeals in any relevant securities of the offeree company or of any securitiesexchange offeror. A Dealing Disclosure must contain details of the dealingconcerned and of the person's interests and short positions in, and rights tosubscribe for, any relevant securities of each of (i) the offeree company and(ii) any securities exchange offeror, save to the extent that these detailshave previously been disclosed under Rule 8. A Dealing Disclosure by a personto whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time)on the Business Day (as defined in the Code) following the date of the relevantdealing. Disclosures are therefore required in the shares of Ball and Rexam. If two or more persons act together pursuant to an agreement or understanding,whether formal or informal, to acquire or control an interest in relevantsecurities of an offeree company or a securities exchange offeror, they will bedeemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and byany 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 Rules8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevantsecurities Opening Position Disclosures and Dealing Disclosures must be madecan be found in the Disclosure Table on the Panel's website atwww.thetakeoverpanel.org.uk, including details of the number of relevantsecurities in issue, when the offer period commenced and when any offeror wasfirst identified. You should contact the Panel's Market Surveillance Unit on+44 (0)20 7638 0129 if you are in any doubt as to whether you are required tomake an Opening Position Disclosure or a Dealing Disclosure. Publication on website A copy of this announcement and the documents required to be published pursuantto Rule 26.1 and Rule 26.2 of the Code will be available free of charge,subject to certain restrictions relating to persons resident in or subject toRestricted Jurisdictions, on Ball's website at www.ball.com by no later thannoon (London time) on the day following this announcement. For the avoidance ofdoubt, neither the contents of this website nor the content of any websiteaccessible from hyperlinks on this website (or any other websites referred toin this announcement) are incorporated into, or form part of, thisannouncement. Requesting hard copy documents In accordance with Rule 30.2 of the Code, a person so entitled may request acopy of this announcement (and any information incorporated into it byreference to another source) in hard copy form. A person may also request thatall future documents, announcements and information sent to that person inrelation to the Offer should be in hard copy form. For persons who havereceived a copy of this announcement in electronic form or via a websitenotification, a hard copy of this announcement will not be sent unless sorequested from Ball by contacting Greenhill on +44 (0) 20 7198 7400. Appendix I - Profit Forecast Part A - Ball Profit Forecast "From a comparable net earnings perspective versus 2014, the best we can do isto offset everything other than the currency effects that are expected tocontinue through the rest of 2015." To summarise from the Company's first quarter 2015 earnings conference call,the following is a quantification of this profit forecast: The unfavourable currency effects on comparable net earnings in first quarter2015, largely due to a weaker Euro, were approximately $10 million, and areexpected to continue for the remainder of the year. Interest expense in 2015will be roughly $147 million (excluding debt refinancing and other costs) andthe effective tax rate is expected to be just over 27%. Combining theseelements and assuming exchange rates remain where they are as of today, wewould expect that our comparable net earnings for 2015 could be no higher than$495 million. Comparable net earnings is a key performance measure that the management ofBall uses to evaluate the company's performance against internal budgets andtargets. These measures are also used by Ball's investors to track year-on-yearcomparisons of the company's core financial performance and by analystsreporting on the company in determining their consensus estimates. The following table reconciles Ball's reported U.S. GAAP net earnings of $470.0million for the year ended December 31, 2014 to comparable earnings of $552.8million: 2014 $ in millions Net earnings attributable to Ball Corporation, as reported 470.0 Business consolidation and other activities, net of tax 62.2 Debt refinancing costs, net of tax 20.6 Comparable net earnings 552.8 Part B - Profit Forecast Bases and Assumptions 1. Basis of preparation The Ball Profit Forecast for the year ending December 31, 2015, has beenprepared on a consistent basis with the accounting policies of Ball adopted inits consolidated financial statements for the year ended December 31, 2014, inthe interim financial statements for the three months ended March 31, 2015 andexpected to be adopted in the financial statements for the year ending December31, 2015. The Ball Profit Forecast is based on the interim unaudited financial statementsfor the three months ended March 31, 2015 and a forecast for the nine monthsending December 31, 2015. The Ball Profit Forecast does not take into account any effects of the proposedcombination with Rexam including combination related transaction fees, whichare excluded from comparable net earnings. 2. Assumptions The principal assumptions upon which the Ball Profit Forecast is based are setforth below: Assumptions the Ball Directors can influence -- Any current contract negotiations with customers and/or suppliers will conclude materially as the Ball -- Directors would reasonably expect based on Ball's past experience; -- No material client contract issues or changes will arise beyond those that are already known to the Ball Directors at the current time and built into the forecasts; -- The effective tax rate for the year ending December 31, 2015 will be just over 27%; -- There will be no material changes in Ball's management, existing operational strategies, or accounting policies and methodologies during the year ending December 31, 2015; and -- The Ball Profit forecast does not account for the impact of any future acquisitions, including Rexam, dispositions, partnerships or in-license transactions. Assumptions the Ball Directors cannot influence -- There will be no changes, beyond what is already contemplated, in general trading conditions, economic conditions, competitive environment or levels of demand in the countries in which Ball, its key customers and key suppliers operate or trade; -- There will be no material cancellation of orders currently placed with Ball; -- There will be no changes in exchange rates, interest rates, bases of taxes, legislative or regulatory requirements from those currently forecast that would have a material impact on Ball's operations or its accounting policies; -- There will be no material adverse weather events or natural catastrophes that affect Ball's key products or markets; -- There will be no material change in Ball's labor costs, including medical and pension and other post-retirement benefits driven by external parties or regulations; -- There will no material changes in raw materials prices, including aluminium premiums; -- There will be no material changes in freight costs; -- There will be no material impact from any political or economic events in the countries in which Ball or its key customers and suppliers trade; -- Assumes no account for any adverse outcome to any litigation, regulatory matter or government investigation for which provisions may or may not have been provided; and -- There will be no business interruptions that materially adversely affect Ball, its key customers or its key suppliers. Part C - Report of Reporting Accountant The Ball Responsible OfficersBall Corporation10 Longs Peak DriveBroomfield,Colorado 80021United States Greenhill & Co. International LLP (the "Lead Financial Adviser")Lansdowne House57 Berkeley SquareLondonW1J 6ERUnited Kingdom 30 April 2015 Dear Sirs Ball Corporation We report on the profit forecast comprising the statement by Ball Corporation(the "Company") and its subsidiaries (together the "Group") for the yearending, 31 December 2015 (the"Profit Forecast"). The Profit Forecast and thematerial assumptions upon which it is based, are set out in the announcementissued by the Company dated 30 April 2015 (the "Announcement"). This report is required by Rule 28.1(a)(i) of the City Code on Takeovers andMergers issued by the Panel on Takeovers and Mergers (the "City Code") and isgiven for the purpose of complying with that Rule and for no other purpose. Responsibilities It is the responsibility of the responsible officers of the Company (the "BallResponsible Officers") to prepare the Profit Forecast in accordance with therequirements of the City Code. It is our responsibility to form an opinion as required by Rule 28.1(a)(i) ofthe City Code as to the proper compilation of the Profit Forecast and to reportthat opinion to you. Save for any responsibility which we may have to those persons to whom thisreport is expressly addressed or to the shareholders of Rexam PLC as a resultof the inclusion of this report in the Announcement and for any responsibilityarising under Rule 28.1(a)(i) of the City Code to any person as and to theextent therein provided, to the fullest extent permitted by law we do notassume any responsibility and will not accept any liability to any other personfor 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 givensolely for the purpose, of complying with Rule 23.3 of the City Code,consenting to its inclusion in the Announcement. PricewaterhouseCoopers LLP, 1 Embankment Place, London, WC2N 6RHT: +44 (0) 2075 835 000, F: +44 (0) 2072 124 652, www.pwc.co.uk PricewaterhouseCoopers LLP is a limited liability partnership registered inEngland with registered number 0C30352s. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH.PricewaterhouseCoopers LLP is authorised and regulated by the Financial ConductAuthority for designated Investment business. Basis of Preparation of the Profit Forecast The Profit Forecast has been prepared on the basis stated in the Announcementand is based on the unaudited results for the three months ended 31 March 2015and a forecast to 31 December 2015. The Profit Forecast is required to bepresented on a basis consistent with the accounting policies of the Group. Basis of Opinion We conducted our work in accordance with the Standards for Investment Reportingissued by the Auditing Practices Board in the United Kingdom. Our work includedevaluating the basis on which the historical financial information included inthe Profit Forecast has been prepared and considering, whether the ProfitForecast has been accurately computed based upon the disclosed assumptions andthe accounting policies of the Group. Whilst the assumptions upon which theProfit Forecast are based are solely the responsibility of the Ball ResponsibleOfficers, we considered whether anything came to our attention to indicate thatany of the assumptions adopted by the Ball Responsible Officers which, in ouropinion, are necessary for a proper understanding of the Profit Forecast havenot been disclosed or if any material assumption made by the Ball ResponsibleOfficers appears to us to be unrealistic. We planned and performed our work so as to obtain the information andexplanations we considered necessary in order to provide us with reasonableassurance that the Profit Forecast has been properly compiled on the basisstated. Since the Profit Forecast and the assumptions on which it is based relate tothe future and may therefore be affected by unforeseen events, we can expressno opinion as to whether the actual results reported will correspond to thoseshown in the Profit Forecast and differences may be material. Our work has not been carried out in accordance with auditing or otherstandards and practices generally accepted in the United States of America andaccordingly should not be relied upon as if it had been carried out inaccordance with those standards and practices. Opinion In our opinion, the Profit Forecast has been properly compiled on the basisstated and the basis of accounting used is consistent with the accountingpolicies of the Group. Yours faithfully PricewaterhouseCoopers LLPChartered Accountants Part D - Report of Financial Advisor Greenhill & Co. International LLPLansdowne House57 Berkeley SquareLondon W1J 6ERUnited Kingdom+44 20 7198 7400 Tel+44 20 7198 7500 Fax Greenhill Report from Greenhill & Co. International LLP 30 April 2015 The Ball Responsible OfficersBall Corporation10 Long Peak DriveBroomfieldColorado 80021United States Recommended acquisition of Rexam by Ball pursuant to a scheme of arrangement We report on the statement regarding the Ball Profit Forecast (the "Statement")made by Ball Corporation ("Ball") and set out in the announcement issued byBall dated 30 April 2015 (the "Announcement") for which Ball is solelyresponsible under Rule 28 of the City Code on Takeovers and Mergers (the "CityCode"). We have discussed the Statement (including the assumptions and sources ofinformation referred to therein) with the Ball Responsible Officers. TheStatement is subject to uncertainty as described in this announcement and ourwork did not involve an independent examination of any of the financial orother information underlying the Statement. We have relied upon the accuracy and completeness of all the financial andother information provided to us by or on behalf of Ball, or otherwisediscussed with or reviewed by us, and we have assumed such accuracy andcompleteness for the purposes of providing this letter. We do not express any view as to the achievability of the Statement. We have also reviewed the work carried out by PricewaterhouseCoopers and havediscussed with them the opinion set out in Part C of the Announcement. This letter is provided to you solely in connection with Ball's potentialacquisition of Rexam and for no other purpose. We accept no responsibility toany person other than Ball in respect of the contents of this letter; no personother than the Ball Responsible Officers can rely on the contents of thisletter, and to the fullest extent permitted by law, we exclude all liability(whether in contract, tort or otherwise) to any other person, in respect ofthis letter, its contents or the work undertaken in connection with this letteror any of the results that can be derived from this letter or any written ororal information provided in connection with this letter, and any suchliability is expressly disclaimed except to the extent that such liabilitycannot be excluded by law. Greenhill & Co. International LLP is incorporated in England with limitedliability (Registered no. 0C332045). Registered Office: Lansdowne House, 57Berkeley Square, London W1J GER, UK. Greenhill & Co. International LLP is an affiliate of Greenhill & Co., Inc.,which is incorporated and has its head office located in New York, USA. Greenhill & Co. International LLP is authorised and regulated by the FinancialConduct Authority for the conduct of investment business. Greenhill On the basis of the foregoing, we consider that the Statement, for which Ballis solely responsible, has been prepared with due care and consideration. Yours faithfully,

Greenhill & Co. International LLP