17th Mar 2005 15:55
RPC Group PLC17 March 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,CANADA, AUSTRALIA OR JAPAN For immediate release, 17 March 2005 RPC Group Plc ("RPC" or "the Company") Placing to raise approximately £22.4 million RPC, Europe's leading manufacturer of rigid plastic packaging, today announces aplacing of new ordinary shares: Highlights • Placing to raise approximately £22.4 million through the issue of up to 8,707,074 new ordinary shares • The Placing represents up to 9.9% of the current issued share capital • Exciting range of new projects requiring capital expenditure of approximately £45 million over the next two years • Proceeds to be used to - refinance the recent acquisition of seven sites from Nampak - provide capital to support the next phase of RPC's development • Integration of the Nampak businesses proceeding to plan • The Group has continued to trade in line with expectations despite the challenging trading conditions referred to in the interim results statement. The Board expects to report continued progress for the year as a whole. RPC Chief Executive, Ron Marsh said: "Since our last equity issue in 1997, RPC has committed £110 million onacquisitions and over £206 million on capital expenditure. In addition toacquisition opportunities available to us, RPC currently has a wide range ofcapital expenditure projects under consideration. These include projects withimportant customers such as Kraft, for its Tassimo coffee system, Unilever, Doleand Boehringer. The Placing will provide RPC with the opportunity to refinancethe Nampak acquisition and the financial strength to support the next phase ofRPC's development."Enquiries to: RPC Group plc 01933 410 064Ron Marsh, Chief ExecutiveChris Sworn, Finance Director JPMorgan Cazenove Limited 020 7588 2828Dermot McKechnieShona Graham Panmure Gordon & Co., Limited 020 7187 2000Andrew GodberGilbert EllacombeJo Munro Merlin 020 7653 6620Peter OteroVanessa Maydon Neither this Announcement nor any copy of it may be taken, transmitted ordistributed, directly or indirectly, in or into the United States, Canada, Japanor Australia. Any failure to comply with this restriction may constitute aviolation of Canadian, Japanese, Australian, or US securities law. The information contained herein is not for publication or distribution topersons in the United States of America. This Announcement is not an offer ofsecurities for sale into the United States. The securities referred to hereinhave not been and will not be registered under the US Securities Act 1933, asamended, and may not be offered or sold without registration thereunder orpursuant to an available exemption therefrom. There will be no public offer ofthe securities referred to herein in the United States. JPMorgan Cazenove Limited and Panmure Gordon & Co., Limited, which areauthorised and regulated by the Financial Services Authority, are acting for RPCin connection with the Placing and no-one else and will not be responsible toanyone other than RPC for providing the protections afforded to their respectiveclients or for providing advice in relation to the Placing or any other matterreferred to in this Announcement. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN RPC Group Plc ("RPC") Placing to raise approximately £22.4 million Background to the Placing RPC manufactures and sells a broad range of rigid plastic packaging from anetwork of 45 factories located across 11 European countries. The company hasexpertise in all three major conversion processes, being injection moulding,thermoforming and blow moulding. Overall, RPC is the leading manufacturer ofrigid plastic packaging in Europe, is the number one or two supplier in a numberof sectors including margarine tubs, sauce bottles and vending cups and has anoverall market share of approximately 4% of the entire market. RPC has achieved this leadership position in the eight years since it acquiredthe Continental Plastics Europe group from Schmalbach Lubeca in January 1997through a combination of acquisition and organic development. The principalacquisitions, which were for a total cash consideration of £110 million, wereGizeh in 1998, Montonate in 1999, Wiko in 2000, and in 2004 four plants fromRexam and seven plants from Nampak. Over the same period, net capitalexpenditure has been £206 million, some £47 million in excess of depreciation.Over the period, the number of sites that RPC operates from has increased from19 to 45. This strategy for growth in a number of carefully targeted market sectors hasconsiderably strengthened RPC's leadership of the European rigid plasticpackaging market and increasing demand for rigid plastic packaging has furtherfuelled RPC's expansion. RPC has also entered into a number of close development and productionrelationships with the Group's major customers including Unilever, Boehringer,Dole and Kraft. For example, • RPC is the largest supplier of margarine tubs and lids to Unilever in Europe and currently is reviewing opportunities to commence the supply of similar products to Unilever subsidiaries in other regions; • Boehringer is the world's only supplier of a drug for the once-a-day treatment of Chronic Obstructive Pulmonary Disease and RPC supplies the Handihaler(R) for the delivery of that drug. Recently a joint programme has been set up which is expected to lead to RPC supplying a wider range of pharmaceutical grade rigid plastic packaging to this customer; • RPC supplies from its plants in the Netherlands and the UK, multi-layer tubs and jars to Dole's fruit filling operations in Thailand and the Philippines. Opportunities for the local manufacture of some of these packs are being examined as volumes continue to grow; and • Kraft launched the Tassimo coffee system in France in July 2004 and in the UK in January 2005. Demand for the Tassimo machine has exceeded expectations leading to significant growth in the sales of the Tassimo discs which RPC currently produces for Kraft. Against this background, RPC is shortly to double its output and discussions are currently underway to significantly increase the capacity. These projects are expected to require capital expenditure, the majority ofwhich relates to the Tassimo product, of approximately £45 million over the nexttwo years. Financing At 30 September 2004, the company's borrowings stood at £116 million and, sincethat date, a further £23 million has been spent on the acquisition of the sevenNampak businesses. On 22 February 2005, RPC announced that it had successfully raised €35 millionand US$40million through the issue of seven year floating rate Eurobond noteswhich are listed on the London Stock Exchange. The proceeds from this issue havebeen used to repay existing short term bank facilities. In addition to the Eurobonds, RPC has committed facilities of £155 million, allof which are unsecured, with an average maturity of 3 years. Reasons for the Placing In the light of the level of investment, both organic and acquisition led, andthe significant number of opportunities for customer based growth in westernEurope, eastern Europe and internationally, the Board considers that thebusiness would be strengthened by an issue of equity, the first since theacquisition of Schmalbach Lubeca in January 1997. In particular the funds raisedwill be used to: • refinance the £23 million acquisition of the seven sites from Nampak. This deal, which completed on 1 November 2004, has moved RPC into a leading position in the European extrusion blow moulded container industry and gives it significant market shares in some specific market sectors including multi-layer sauce bottles and food jars, multi-layer and mono-layer agrichemical packs and lubricating oil containers. As a condition of the deal, RPC is required to fund the closure, at an estimated cost of £6 million, of the Woburn Sands site before 31 October 2006. The annualised benefits of the closure, which are expected to be achieved in 2007/08, are estimated at £3.5 million; and • provide funds to support the next phase of RPC's development including the projects referred to above and other growth opportunities that the Board believes will become available to the Group. Current trading and future prospects The Group has continued to trade in line with expectations despite thechallenging trading conditions referred to in the interim results statement. TheBoard expects to report continued progress for the year as a whole. The integration of the Nampak businesses is proceeding to plan and trading is inline with expectations. RPC intends to provide for the reorganisation costs,referred to above, in the current financial year. The Board believes that the longer term prospects of the Group are sound and thesignificant new project expenditure is expected to enhance the Group'sperformance in future years. Details of the Placing The Placing, by JPMorgan Cazenove Limited and Panmure Gordon & Co., Limited , ofup to 8,707,074 million new ordinary shares of 5 pence each (the"PlacingShares") is to raise approximately £22.4 million in cash and represents up to9.9 per cent of RPC's existing issued share capital. The Placing Shares willrank pari passu with existing issued shares, including the right to receive allfuture dividends. Application will be made for the Placing Shares to be admittedto the Official List maintained by the UK Listing Authority and to be admittedto trading by the London Stock Exchange on its main market for listedsecurities. Admission of the Placing Shares to the Official List is expected totake place on 22 March 2005. The Placing will be conducted in accordance with the terms and conditions setout in the appendix to this Announcement (the "Appendix"). Any prospectiveplacee that wishes to participate in the bookbuilding (and who is eligible to doso in accordance with the terms of the Appendix) should submit a bid in thebookbuilding. In doing so, the prospective placee will be making an offer toacquire Placing Shares and will be deemed to have read and understood theAppendix in its entirety and to be making such offer on the terms andconditions, and to be making the representations, warranties andacknowledgements, contained in the Appendix. Members of the general public are not eligible to take part in the Placing. ThisAnnouncement and the Appendix and the terms and conditions set out herein, in sofar as it constitutes an invitation or inducement to participate in the Placing,are directed only at persons whose ordinary activities involve them inacquiring, holding, managing and disposing of investments (as principal oragent) for the purposes of their business and who have professional experiencein matters relating to investments and who fall within article 19(5) of theFinancial Services and Markets Act 2000 (Financial Promotion) Order 2001, asamended, (the "Order") or are persons falling within article 49(2) (a) to (d)("High Net Worth Companies, Unincorporated Associations, etc") of the Order orto whom it may otherwise lawfully be communicated (all such persons togetherbeing referred to as "Relevant Persons"). This Announcement and the Appendix andthe terms and conditions, in so far as it constitutes an invitation orinducement to participate in the Placing, must not be acted on or relied on bypersons who are not Relevant Persons. Any investment or investment activity towhich this Announcement relates is available only to Relevant Persons and willbe engaged in only with Relevant Persons. Neither the Announcement and theAppendix nor the terms and conditions itself constitute an offer for sale orsubscription of any securities of the Company. The making of an offer in certain jurisdictions, or to residents who arecitizens of certain jurisdictions ("Foreign Shareholders"), may be restricted bylaws of the relevant jurisdictions. Foreign Shareholders should informthemselves about and observe any such applicable legal requirements in theirrespective jurisdiction. This Announcement and information contained herein is not for release,publication or distribution in or into the United States. This Announcement isnot an offer of securities for sale into the United States. The Placing Shareshave not been and will not be registered under the U.S. Securities Act of 1933or under the securities laws of any state of the United States and may not beoffered or sold in the United States unless they are registered with the U.S.Securities and Exchange Commission or an exemption from registration isavailable. There will be no public offer of the Placing Shares in the UnitedStates. This Announcement and the information contained herein is not for publication ordistribution to persons in Canada, Australia or Japan or in any jurisdiction inwhich such publication or distribution is unlawful. This Announcement has been issued by, and is the sole responsibility of, RPCGroup Plc. TERMS & CONDITIONS APPENDIX THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THEUNITED STATES, CANADA, AUSTRALIA OR JAPAN IMPORTANT INFORMATION FOR PLACEES ONLY ON THE PLACING MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THEANNOUNCEMENT AND THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN AREDIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING,HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THEPURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERSRELATING TO INVESTMENTS AND WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIALSERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001, AS AMENDED (THE"ORDER") OR ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTHCOMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR TO WHOM THEY MAYOTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TOAS "RELEVANT PERSONS"). THE ANNOUNCEMENT AND THIS APPENDIX AND THE TERMS ANDCONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARENOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THISAPPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLYTO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. NEITHERTHE ANNOUNCEMENT NOR THIS APPENDIX CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTIONOF ANY SECURITIES IN THE COMPANY. THE NEW ORDINARY SHARES THAT ARE THE SUBJECTOF THE PLACING (THE "PLACING SHARES") REFERRED TO HEREIN HAVE NOT BEEN AND WILLNOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE"SECURITIES ACT") AND, SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED OR SOLDWITHIN THE UNITED STATES. If you choose to participate in the Placing by making an oral offer to acquirePlacing Shares, you will be deemed to have read and understood the Announcement(including this Appendix) in its entirety and to be making such offer on theterms and conditions, and to be providing the representations, warranties,acknowledgements and undertakings, contained in this Appendix. In particulareach such Placee represents, warrants and acknowledges that it: (i) is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; and (ii)is outside the United States and is purchasing the Placing Shares for its own account or is purchasing the Placing Shares for an account with respect to which it exercises sole investment discretion and that it (and any such account) is outside the United States, within the meaning of Regulation S under the Securities Act; or if it is not outside the United States, it and any managed account for which it is subscribing for Placing Shares is a qualified institutional buyer (QIB) as such term is defined in Rule 144A under the Securities Act and has duly executed an investment letter in the form provided to it and has delivered the same to JPMorgan Cazenove Limited ("JPMorgan Cazenove")or Panmure Gordon & Co., Limited ("Panmure"), together the "Banks". The Announcement and this Appendix do not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United States, Canada, Australia or Japan, in which such offer or solicitation is or may be unlawful. The Announcement and this Appendix are not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, Japan or in any jurisdiction in which such publication or distribution is unlawful. The Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or qualified under any applicable state laws or statutes and may not be offered, sold or transferred within the United States (including its territories and possessions) except pursuant to an exemption from, or as part of a transaction not subject to, the registration requirements of the Securities Act. Any offering to be made in the United States will be made to a limited number of QIBs in a transaction exempt from registration under the Securities Act. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority, nor have the foregoing authorities endorsed the merits of this offering or the accuracy or adequacy of the offering materials. Any representation to the contrary is unlawful. The distribution of this Announcement and the placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Banks that would permit an offer of such Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where such restrictions apply. Persons to whose attention this Announcement is drawn are required by the Company and the Banks to inform themselves about and to observe any such restrictions. Details of the Placing Agreement and the Placing Shares The Banks have entered into a placing agreement (the "Placing Agreement") withthe Company whereby each of the Banks has, on the terms and subject to thesatisfaction of certain conditions set out therein, undertaken severally, andnot jointly or jointly and severally, to use its reasonable endeavours as agentof the Company to procure Placees for the Placing Shares. The Placing Shares will, when issued, be credited as fully paid and will rankpari passu in all respects with the existing issued ordinary shares of 5 penceper share in the capital of the Company including the right to receive alldividends and other distributions declared, made or paid in respect of suchordinary shares after the date of issue of the Placing Shares. In this Appendix, unless the context otherwise requires, "Placee" means a person(including individuals, funds or others) on whose behalf a commitment to acquirePlacing Shares has been given. Application for listing and admission to trading Application will be made to the UK Listing Authority (the "UKLA") for admissionof the Placing Shares to the Official List of the UKLA (the "Official List") andto the London Stock Exchange plc (the "London Stock Exchange") for admission totrading of the Placing Shares on the London Stock Exchange's market for listedsecurities (together "Admission"). It is expected that Admission will becomeeffective on 22 March 2005 and that dealings in the Placing Shares will commenceat that time. Bookbuild Commencing today, each of the Banks will be conducting an acceleratedbookbuilding process (the "Bookbuilding") to arrange participation in thePlacing by the Placees. This Appendix gives details of the terms and conditionsof, and the mechanics of participation in, the Placing. No commissions will bepaid to Placees or by Placees in respect of any Placing Shares. The Banks will be entitled to effect, without giving notice, the Placing by suchalternative method to the Bookbuilding as they may, in their sole discretion,determine. To the fullest extent permissible by law, neither of the Banks, norany of their respective Affiliates, shall have any liability to Placees (or toany other person whether acting on behalf of a Placee or otherwise). Inparticular, neither Bank nor any of their respective Affiliates shall have anyliability in respect of its conduct of the Bookbuilding or of such alternativemethod of effecting the Placing as the Banks may determine. Participation in and Principal terms of the Bookbuilding In participating in the Bookbuilding and the Placing, Placees will be deemed tohave read and understood this Announcement (including this Appendix) in itsentirety and to be participating and making an offer for Placing Shares on theterms and conditions, and to be providing the representations, warranties,acknowledgements and undertakings, contained in this Appendix. RPC will make afurther announcement following the close of the Bookbuilding detailing thenumber of Placing Shares to be issued and the price at which the Placing Shareshave been placed (the "Pricing Announcement"). Each of the Banks is arranging the Placing severally, and not jointly or jointlyand severally, as an agent of the Company. Each of the Banks and their respective Affiliates is entitled to participate asprincipal in the Bookbuilding. The Bookbuilding will establish a single price (the "Placing Price") payable tothe Banks by all Placees. The Placing Price will be agreed between the Banks andRPC following completion of the Bookbuilding and any discount to the marketprice of the Ordinary Shares of the Company will be determined in accordancewith the Listing Rules as published by the UKLA pursuant to part IV of theFinancial Services and Markets Act 2000 ("FSMA") and the guidelines issued bythe ABI and NAPF. To participate in the Bookbuilding you should communicate your bid by telephoneto your usual sales contact at either of the Banks, as appropriate. Your bidshould state the number of Placing Shares or monetary amount which you wish toacquire at either the Placing Price, which is ultimately established by theBanks, or at a price or prices up to a price limit specified in your bid. The Bookbuilding is expected to close no later than 5:00 p.m. London time on 18March 2005, but may be closed earlier at the sole discretion of the Banks. Eachof the Banks may, at its sole discretion, accept bids that are received afterthe Bookbuilding has closed. A bid in the Bookbuilding will be made on the terms and conditions in thisAppendix and will not be capable of variation or revocation after the close ofthe Bookbuilding. Each of the Banks reserves the right not to accept bids or to accept bids inpart or in whole and otherwise at the absolute discretion of each of the Banks. Each Placee's allocation and the Placing Price will be confirmed to Placeesorally by the relevant Bank following the close of the Bookbuilding, and aconditional trade confirmation will be dispatched as soon as possiblethereafter. The relevant Bank's oral confirmation to such Placee will constitutean irrevocable legally binding commitment upon such Placee to acquire the numberof Placing Shares allocated to it at the Placing Price on the terms andconditions set out in this Appendix and in accordance with the Company'sMemorandum and Articles of Association. Each Placee should make payment of the entire amount payable by it for thePlacing Shares to the Bank through whom it submitted its bid. Each Placee willhave (a) an immediate, separate and binding obligation, owed to JPMorganCazenove, to pay to it (or as it may direct) in cleared funds an amount equal to50% of the product of the Placing Price and the number of Placing Shares it hasagreed to acquire and (b) an immediate, separate and binding obligation, owed toPanmure, to pay to it (or as it may direct) in cleared funds an amount equal to50% of the product of the Placing Price and the number of Placing Shares it hasagreed to acquire. All such amounts shall be held, as to 50%, for the account ofJPMorgan Cazenove and, as to 50%, for the account of Panmure. The allotment andissue of Placing Shares to a Placee by Razor will be in consideration for thetransfer to RPC by the Banks of certain shares in a Jersey incorporatedsubsidiary of RPC. The Banks will procure the allotment by RPC of the relevantPlacing Shares (such obligation being undertaken by the Banks on a severalbasis, with JPMorgan Cazenove undertaking to procure the allotment of 50% of therelevant Placing Shares and Panmure to procure the allotment of 50% of therelevant Placing Shares) to the relevant Placee by effecting the necessarytransfer to RPC of shares in its subsidiary, following that Placee's payment ofsuch amount. Any offering made in the United States will be to a limited number of QIBs in atransaction not involving any public offering and exempt from the registrationrequirements of the Securities Act. The Placing Shares will be offered and soldoutside the United States in accordance with the terms of Regulation S under theSecurities Act. All obligations under the Placing will be subject to fulfilment (or waiver) ofthe conditions referred to below under "Conditions of the Placing". Conditions of the Placing The Placing is conditional upon the Placing Agreement becoming unconditional andnot having been terminated in accordance with its terms. Each Bank's obligations under the Placing Agreement are conditional on, interalia: (i) Admission occurring not later than 8.00 a.m. on 22 March 2005 (or such other date as the Banks and the Company agree, such date being not later than 24 March 2005);(ii) RPC complying with its obligations under the Placing Agreement in all material respects;(iii) the Company delivering a certificate confirming, amongst other matters, that none of the warranties or undertakings given by it in the Placing Agreement has been breached or is unfulfilled or is untrue, inaccurate or misleading (whether when originally given or were they to be repeated on the date of the certificate); and(iv) the Company allotting, subject only to Admission, the Placing Shares to Placees in accordance with the terms of the Placing Agreement; If (a) the conditions contained in the Placing Agreement are not satisfied or(to the extent permitted by the Placing Agreement) waived; or (b) the PlacingAgreement is terminated in the circumstances specified below, the Placing willlapse and the Placees' rights and obligations hereunder shall cease anddetermine at such time and each Placee agrees that no claim can be made by thePlacee in respect thereof. By participating in the Bookbuilding each Placee agrees that its rights andobligations hereunder terminate only in the circumstances described above andunder "Right to terminate under the Placing Agreement", below, and will not becapable of rescission or termination by the Placee. The Banks may, at their discretion and upon such terms as they jointly thinkfit, waive compliance by RPC with, and/or extend the time and/or date forfulfilment of, the whole or any part of any of RPC's obligations in relation tothe conditions in the Placing Agreement, save that condition (i) above may notbe waived. Any such extension or waiver will not affect Placees' commitments asset out in this Announcement. Neither of the Banks nor the Company shall have any liability to any Placee (orto any other person whether acting on behalf of a Placee or otherwise) inrespect of any decision it may make as to whether or not to waive or to extendthe time and/or date for the satisfaction of any condition to the Placing norfor any decision they may make as to the satisfaction of any condition or inrespect of the Placing generally. Right to terminate under the Placing Agreement A Bank may, at any time before Admission, terminate the Placing Agreement bygiving notice to RPC if: (i) any of the warranties given by RPC in the Placing Agreement are not true and accurate or have become misleading (or would not be true and accurate or would be misleading if they were repeated at any time before Admission) in respect of a matter which, in the opinion of the relevant Bank, is material in the context of the Placing by reference to the facts subsisting at the time when the notice to terminate is given; or(ii) the Company fails, in any respect which is material in the opinion of the relevant Bank, to comply with any of its obligations under the Placing Agreement; or(iii) in the opinion of that Bank, there has been a material adverse change in the financial or trading position or prospects of RPC and its subsidiaries; or(iv) there has been a change in national or international financial, political, economic or stock market conditions (primary or secondary); an incident of terrorism, outbreak or escalation of hostilities, war, declaration of martial law or any other calamity or crisis; a suspension or material limitation in trading of securities generally on any stock exchange; any change in currency exchange rates or exchange controls or a disruption of settlement systems or a material disruption in commercial banking as would be likely to prejudice the success of the Placing. J.P. Morgan Securities Limited and Panmure Gordon & Co., Ltd, who have agreedwith effect from the issue of the Pricing Announcement to act as underwriters,have the same termination rights as the Banks (and, in the next two paragraphs,that term includes those underwriters). If the Banks' obligations under the Placing Agreement are terminated inaccordance with its terms, the rights and obligations of each Placee in respectof the Placing as described in this Announcement (including this Appendix) shallcease and determine at such time and no claim can be made by any Placee inrespect thereof. By participating in the Placing, each Placee agrees with the Banks that theexercise by the Banks of any right of termination or other discretion under thePlacing Agreement shall be at the absolute discretion of such Bank (as the casemay be) and that such Bank need not make any reference to such Placee and thatthe Banks shall have no liability whatsoever to the Placee (or to any otherperson whether acting on behalf of a Placee or otherwise) in connection with anysuch exercise. No Prospectus No offering document or prospectus or listing particulars has been or will besubmitted to be approved by the UKLA or filed with the Registrar of Companies inEngland and Wales in relation to the Placing and Placees' commitments will bemade solely on the basis of the information contained in this Announcement(including this Appendix) and the Pricing Announcement. Each Placee, byaccepting a participation in the Placing, agrees that the content of thisAnnouncement and the Pricing Announcement is exclusively the responsibility ofthe Company and confirms that it has neither received nor relied on any otherinformation, representation, warranty, or statement made by or on behalf of theBanks or the Company or any other person and neither of the Banks nor theCompany nor any other person will be liable for any Placee's decision toparticipate in the Placing based on any other information, representation,warranty or statement which the Placees may have obtained or received. EachPlacee acknowledges and agrees that it has relied on its own investigation ofthe business, financial or other position of the Company in accepting aparticipation in the Placing. Each Placee in the United States furtheracknowledges and agrees that it has consulted with its own independent advisorsor otherwise has satisfied itself concerning, without limitation, relevantlegal, currency and other economic considerations and the effects of the UnitedStates federal, state and local income tax laws and foreign tax law generallyand the US Employee Retirement Income Security Act of 1974, as amended, the USInvestment Company Act of 1940, as amended and the Securities Act. Nothing inthis paragraph shall exclude the liability of any person for fraudulentmisrepresentation. Registration and Settlement Settlement of transactions in the Placing Shares following Admission will takeplace within the CREST system, subject to certain exceptions. Each of the Banksreserves the right to require settlement for and delivery of the Placing Sharesto Placees by such other means that it deems necessary if delivery or settlementis not possible or practicable within the CREST system within the timetable setout in this Announcement or would not be consistent with the regulatoryrequirements in the Placee's jurisdiction. Each Placee allocated Placing Shares in the Placing will be sent a conditionaltrade confirmation stating the number of Placing Shares allocated to it, thePlacing Price, the aggregate amount owed by such Placee and settlementinstructions. Each Placee agrees that it will do all things necessary to ensurethat delivery and payment is completed in accordance with either the standingCREST or certificated settlement instructions which it has in place with therelevant Bank. It is expected that settlement will be on 22 March 2005, on a T+3 basis, inaccordance with the instructions set out in the conditional trade confirmation.Each Placee acknowledges that funds received by each Bank will be held as to 50per cent for the account of JPMorgan Cazenove Limited and as to 50 per cent forthe account of Panmure Gordon & Co., Limited. Interest is chargeable daily on payments not received from Placees on the duedate in accordance with the arrangements set out above at the rate of 4percentage points above the base rate of the Bank of Scotland. If a Placee does not comply with these obligations, the relevant Bank may sellany or all of the Placing Shares allotted to that Placee on such Placee's behalfand retain from the proceeds, for the Banks' account and benefit, an amountequal to the aggregate amount owed by the Placee plus any interest due. Therelevant Placee will, however, remain liable for any shortfall below theaggregate amount owed by it and may be required to bear any stamp duty or stampduty reserve tax (together with any interest or penalties relating thereto)which may arise upon the sale of such Placing Shares on such Placee's behalf. If Placing Shares are to be delivered to a custodian or settlement agent,Placees should ensure that the conditional trade confirmation is copied anddelivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of itsnominee or in the name of any person for whom a Placee is contracting as agentor that of a nominee for such person, such Placing Shares should, subject asprovided below, be so registered free from any liability to UK stamp duty orstamp duty reserve tax. Representations and Warranties By participating in the Bookbuilding, each prospective Placee (and any personacting on such Placee's behalf): (i) represents and warrants that it has read this Announcement (including this Appendix) in its entirety;(ii) acknowledges that no offering document, prospectus or listing particulars has been prepared in connection with the placing of the Placing Shares and represents and warrants that it has not received a prospectus, listing particulars, or other offering document in connection therewith;(iii) acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither the Banks nor any person acting on their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by either of the Banks or the Company and neither of the Banks nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;(iv) acknowledges that neither of the Banks nor any person acting on behalf of any of them nor any of their respective affiliates has or shall have any liability for any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;(v) acknowledges that none of the Company or any of its Affiliates or persons acting on its or their behalf has made any representations to it, express or implied, with respect to the Company and the Placing Shares or the accuracy, completeness or adequacy of the information contained in this Announcement or any other publicly available information;(vi) represents and warrants that it is entitled to subscribe for and/or purchase Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees and other consents in either case which may be required thereunder and complied with all necessary formalities;(vii) it has the corporate power and authority to carry on the activities in which it is engaged, to subscribe for the Shares and to execute and deliver all documents necessary for such subscription;(viii) represents and warrants that it is, or at the time the Placing Shares are acquired that it will be, the beneficial owner of such Placing Shares, or that the beneficial owner of such Placing Shares is not a resident of Australia, Canada or Japan;(ix) acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;(x) if the Placing Shares were offered to it in the United States, represents and warrants that in making its investment decision; (i) it has relied on its own examination of the Company and the terms of the Placing, including the merits and risks involved; (ii) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and on such information as is publicly available; (iii) it has consulted its own independent advisors or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally and the US Employee Retirement Income Security Act of 1974, the US Investment Company Act of 1940, as amended and the Securities Act; and (iv) it has received all information that it believes is necessary or appropriate in order to make an investment decision in respect of the Company and the Placing Shares;(xi) if it is a US Placee, it represents and warrants that it understands that the financial information made publicly available by the Company has been prepared in accordance with a UK format and style. In particular, without limitation, such financial information has been prepared in accordance with UK generally accepted accounting principles and thus may not be comparable to financial statements of US companies prepared in accordance with US generally accepted accounting principles;(xii) acknowledges that the Placing Shares are being offered and sold to it in a transaction not, or a person involving any public offering in the United States within the meaning of the Securities Act, and represents and warrants that it is either a QIB and it has duly executed an investment letter in the form provided to it by the Banks, or it is not a resident of, or located in, the United States and is purchasing the Placing Shares in an "offshore transaction" in accordance with Regulation S under the Securities Act, and if it is a QIB (i) it is subscribing for the Placing Shares for its own account, or for one or more accounts as to each of which it exercises sole investment discretion and each of which accounts is a QIB, for investment purposes, and not with a view to any distribution or for resale in connection with the distribution thereof, in whole or in part, in the United States; and (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Placing Shares, and it and any accounts for which it is subscribing Placing Shares (i) are each able to bear the economic risk of its or their investment in the Placing Shares; (ii) will not look to the above-mentioned names for all or part of any such loss or losses it or they may suffer; (iii) are able to sustain a complete loss on its or their investment in the Placing Shares; (iv) have no need for liquidity with respect to its or their investment in the Placing Shares; and (v) have no reason to anticipate any change in its or their circumstances, financial or otherwise, which may cause or require any sale or distribution by it or them of all or any part of the Placing Shares;(xiii) acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or with any State or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, and agrees not to re offer, resell, pledge or otherwise transfer the Placing Shares except (i) outside the United States in offshore transactions in accordance with Regulation S under the Securities Act, in the United States to QIBs pursuant to Rule 144A under the Securities Act; or (ii) pursuant to Rule 144 under the Securities Act, and in any case in compliance with all applicable laws;(xiv) acknowledges that where it is acquiring the Placing Shares for one or more managed accounts, it represents and warrants that it is authorised in writing by each managed account (i) to acquire the Placing Shares for that managed account; and (ii) to execute and deliver an investment letter in the form provided to it by either of the Banks on behalf of each managed account. Each Placee agrees to indemnify and hold the Company and the Banks harmless on an after-tax basis from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations and warranties in this paragraph. Each Placee agrees that the provisions of this paragraph shall survive the resale of the Placing Shares by or on behalf of the managed accounts;(xv) if it is US Placee, acknowledges that no representation has been made as to the availability of Rule 144A or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares and agrees to to notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer;(xvi) if it is US Placee, acknowledges and understands that the Placing Shares offered and sold in the United States are "restricted securities" within the meaning of Rule 144 (a)(3) under the Securities Act and represents and warrants on its own behalf and on behalf of any accounts for which it is acting that, so long as the Placing Shares are "restricted securities", it will not deposit the Placing Shares into any unrestricted depositary facility established or maintained by any depositary bank in respect of the Ordinary Shares and will only transfer the Placing Shares in accordance with the transfer restrictions set forth above. It further understands that any certificate representing the Placing Shares sold in the United States shall bear a legend to the foregoing effect until no longer required by the Securities Act;(xvii) represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance service;(xviii) represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2003 (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;(xix) represents and warrants that it and any person acting on its behalf is a person falling within Article 19(5) and/or 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001, as amended, and, if it is a person falling within Article 19(5), undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;(xx) represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;(xxi) undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement (including this Appendix) on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as the relevant Bank may in its sole discretion determine and without liability to such Placee;(xxii) acknowledges that neither of the Banks is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client or customer of either of the Banks and that neither of the Banks has duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;(xxiii) undertakes that the person who it specifies for registration as holder of the Placing Shares will be (i) itself; or (ii) its nominee, as the case may be. Neither of the Banks nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and each of the Banks in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of JPMorgan Cazenove who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;(xxiv) acknowledges that where a Placee or any person acting on its behalf is dealing with either Bank, any money held in an account with a Bank on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the Financial Services Authority which therefore will not require the Bank to segregate such money as that money will be held by it under a banking relationship and not as trustees;(xxv) confirm that you are an institution which (i) has such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of your investment in the Placing Shares and(ii) you and any accounts for which you are acting (and for whom you are deemed to have given the representations warranties and undertaking in this Appendix) are each able to bear the economic risk of such investment, and are able to sustain a complete loss of your investment in the Placing Shares;(xxvi) acknowledge (and any person acting on a Placee's behalf shall be deemed to acknowledge) that each of the Banks may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become the Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so;(xxvii) agree that this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part will be governed by and construed in accordance with English law. All agreements to acquire Placing Shares pursuant to the Bookbuilding and/or the Placing will be governed by English law and the English courts shall have exclusive jurisdiction in relation thereto, except that enforcement proceedings in respect of the obligation to pay the Placing Price (together with any interest chargeable thereon) may be taken by the Banks in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;(xxviii)represents and warrants that is outside the United States and that it is not a US Person (as defined in Regulation S under the Securities Act) and acknowledges that the Placing Shares have not been and will not be registered under the Securities Act and undertakes and agrees that it will neither offer nor sell and Placing Shares except in accordance with Rule 903 of Regulation S or to QIBs pursuant to an exemption from the registration requirements of the Securities Act;(xxix) undertakes and agrees that neither it nor its affiliates nor any person acting on its or their behalf have engaged in or will engage in any "general solicitation or general advertising" (within the meaning of Regulation D under the Securities Act) or any "directed selling efforts" (as defined in Regulation S under the Securities Act with respect to the Placing Shares;(xxx) agrees that the Company, the Banks and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to each of the Banks on their own behalf and on behalf of the Company and are irrevocable; and(xxxi) if it is a US Placee, it understands that if it subscribes for the Placing Shares and fails to return a duly executed copy of the investor letter, it will be deemed to have made for the benefit of the Company and the Banks all representations, warranties, agreements and acknowledgements contained in the investor letter provided to it by the Banks. The agreement to settle the allotment to a Placee of Placing Shares (and/or theallotment to a person for whom such Placee is contracting as agent) free ofstamp duty and stamp duty reserve tax depends on the settlement relating only toan allotment to it and/or such person direct from the Company for the PlacingShares in question. Such agreement assumes that the Placing Shares are not beingacquired in connection with arrangements to issue depositary receipts or totransfer the Placing Shares into a clearance service. If there are any sucharrangements, or the settlement related to any other dealing in the PlacingShares, stamp duty or stamp duty reserve tax may be payable, for which neitherthe Company nor the Banks will be responsible. If this is the case, each Placeeshould seek its own advice and notify the relevant Bank accordingly. In addition, Placees should note that they will be liable for any capital duty,stamp duty and all other stamp, issue, securities, transfer, registration,documentary or other duties or taxes (including any interest, fines or penaltiesrelating thereto) payable outside the UK by them or any other person on theacquisition by them of any Placing Shares or the agreement by them to acquireany Placing Shares. This Announcement has been issued by RPC and is the sole responsibility of RPC. JPMorgan Cazenove and Panmure, each of which is authorised and regulated by theFinancial Services Authority, are acting for RPC in connection with the Placingand no-one else and will not be responsible to anyone other than RPC forproviding the protections afforded to their respective clients or for providingadvice in relation to the Placing or any other matter referred to in thisAnnouncement. When a Placee or person acting on behalf of the Placee is dealing with either ofthe Banks, any money held in an account with such Bank on behalf of the Placeeand/or any person acting on behalf of the Placee will not be treated as clientmoney within the meaning of the rules and regulations of the Financial ServicesAuthority made under the FSMA. The Placee acknowledges that the money will notbe subject to the protections conferred by the client money rules; as aconsequence, this money will not be segregated from the Bank's money inaccordance with the client money rules and will be used by the Bank in thecourse of their own business; and the Placee will rank only as a generalcreditor of the Bank. Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser. All times and dates in this Announcement may be subject to amendment. The Banksshall notify the Placees and any person acting on behalf of the Placees of anychanges. This Announcement includes "forward-looking statements". All statements otherthan statements of historical fact included in this Announcement, including,without limitation, those regarding the Company's financial position, businessstrategy, plans and objectives of management for future operations (includingdevelopment plans and objectives relating to the Company's products), areforward-looking statements. Such forward-looking statements involve known andunknown risks, uncertainties and other important factors that could cause actualresults to be materially different from future results, performance orachievements expressed or implied by such forward-looking statements. Suchforward-looking statements are based on numerous assumptions regarding theCompany's present and future business strategies and the environment in whichthe Company will operate in the future. You should not place undue reliance onforward-looking statements, which speak only as at the date of thisAnnouncement. The Company assumes no responsibility to update any of theforward-looking statements contained herein. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Rpc Group