Proposed Acquisition of Global Closure Systems

THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW ORDINARY SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE IN THE PROSPECTUS ONCE PUBLISHED. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF RPC GROUP PLC AND ON ITS WEBSITE AT WWW.RPC-GROUP.COM.

14 December 2015

RPC Group Plc

Proposed Acquisition of Global Closure Systems ("GCS Group")

Fully underwritten 1 for 5 rights issue to raise gross proceeds of approximately £232.6 million

RPC Group Plc ("RPC" or "the Company"), a leading plastic products design and engineering company for packaging and non-packaging markets, today announces the proposed acquisition of GCS Group, a leading global manufacturer and provider of closures and dispensing systems, for an enterprise value of €650 million (approximately £470 million1) on a cash-free, debt-free basis (the "Acquisition"), which represents a multiple of 6.8 times the GCS Seller Group's EBITDA for the 12 month period ended on 30 September 20152. On Completion, the cash consideration payable to the GCS Seller will be €186 million (approximately £134 million1).

The Board believes that GCS Group is a leading global manufacturer and provider of closures and dispensing systems for consumer products in more than 100 countries worldwide. Its global reach is underpinned by its local presence, with 21 manufacturing sites and two mould shops strategically located in 13 countries. For the year ended 31 December 2014, GCS Group achieved revenues of €590.5 million (£426.6 million1) and EBITDA of €82.8 million (£59.8 million1).

RPC proposes to fund the Acquisition through a mixture of equity (by way of a fully underwritten rights issue (the "Rights Issue")) and debt. The Rights Issue at a price of 460 pence per share will raise gross proceeds of approximately £232.6 million. The Rights Issue will be on the basis of 1 New Ordinary Share for every 5 Existing Ordinary Shares held on the Record Date. The balance will be funded through drawings on RPC's existing Revolving Credit Facility ("RCF"), which has been increased from £490 million to £770 million. The Board expects the Enlarged Group's opening leverage at 31 March 2016 to be approximately 2.1 times the Enlarged Group's EBITDA for the period ending 31 March 2016.

Highlights of the Acquisition

The Board believes that the Acquisition represents a significant opportunity for RPC to broaden its product capabilities in European rigid plastic packaging by allowing it to offer closure solutions alongside its existing packaging product offering. The Board believes that GCS Group's extensive footprint in Europe alongside a strategic foothold in Asia, the US and Latin America is highly complementary to RPC's, creating possibilities for higher combined growth and reductions in the combined cost base. The Board believes that the Acquisition is an excellent fit with RPC's Vision 2020 objectives and meets RPC's strict acquisition criteria. The Board also believes that RPC will benefit from greater product diversification, a broadened customer base, an enlarged platform to generate efficiency savings and an improved purchasing position.

The Board expects the Acquisition and Rights Issue to enhance RPC's earnings per share (adjusted for the discount element of the Rights Issue) in the first full financial year post Acquisition3 with the GCS Group's ROCE4 ahead of RPC's WACC.

The Board believes that the combination of the two businesses would create a significantly enhanced European platform in rigid plastic packaging. The Acquisition also extends RPC's reach in several niche end-markets, creating significant opportunities for enhanced combined growth and scale. The Board believes that the Acquisition is attractive to RPC's shareholders and offers a number of benefits and opportunities, in particular:

· Further strengthening of European market position

− The Board believes that GCS Group is a well-established and highly respected market player with a well invested European and global manufacturing footprint

− The Board believes that the GCS Group product range of closures and dispensing systems will enable RPC to better serve its customers and operate as a one-stop-shop providing a combined containers and closures solution on a global basis

· Strengthening of selected market positions in core European end-markets

− The Board believes that GCS Group is a leader in Europe for the food, household and pharma end-markets, and a highly positioned player for personal care, beverage and wine and spirits end-markets

− The Board believes that GCS Group has a diversified customer base and serves some of the leading companies and distributors in Europe in each of its six end-market categories, which are complementary to RPC

· Reinforces presence outside of Europe

− GCS Group operates manufacturing facilities in Mexico, the US, Thailand, the Philippines and China. In addition, it has licence agreements in a further nine countries (Argentina, Brazil, Mexico, Morocco, Tunisia, Israel, South Korea, India and the UAE)

− The Board believes that the Chinese and US operations will complement RPC's existing presence in these regions, while the additional sites will enable RPC to further extend its global reach and reinforce its growing presence outside of Europe, one of the key pillars of RPC's Vision 2020 strategy

· Higher operating margins through procurement synergies

− The Board is targeting ongoing annual pre-tax cost synergies of €15 million per annum, fully realisable within the first two full years following Completion

− The majority of these cost synergies are related to polymer purchasing and other areas of procurement (particularly in Europe)

− The Board has also identified some opportunities for removal of duplicate administrative overheads and the optimisation of the Group's manufacturing footprint

− The realisation of the targeted cost synergies is anticipated to require a cash outlay of approximately €10 million, expected to be incurred in the first full year of ownership

− There is also scope for cash synergies, beyond the €15 million per annum identified cost synergies, arising from the alignment of capital expenditure and improved working capital management

· Adding niche technologies

− The Board believes that GCS Group is a global specialist in plastic closures and dispensing systems serving a wide range of end-markets. The Acquisition will add to the existing caps, closures and lids section capabilities of RPC

· Enhancing scale in polymer buying

− RPC currently purchases approximately 475,000 tonnes of polymer per annum, mainly in Western Europe, while GCS Group purchases approximately 135,000 tonnes of polymer per annum, with both companies sharing the same key suppliers

− The Enlarged Group's polymer consumption is expected to equate to approximately 6 per cent. of the total Western European output of polymers for rigid plastic packaging

− Following Completion, RPC intends to centrally co-ordinate the purchase of polymers across the Enlarged Group, rolling out its own optimised purchasing strategy

Pim Vervaat, Chief Executive of RPC, commented:

"Today's announcement marks a further key milestone in the execution of our Vision 2020 strategy.

The proposed acquisition of GCS Group provides a compelling opportunity for RPC to expand its product offering with an extensive range of highly complementary closure and dispensing solutions and technologies.

The combination will further strengthen RPC's European platform in rigid plastic packaging, with our enhanced scale creating significant opportunities for procurement and efficiency synergies whilst providing additional platforms for growth outside Europe.

We believe RPC and GCS Group are an excellent fit and we look forward to developing our enlarged platform to generate further value for our customers and shareholders."

As a result of its size, the Acquisition is conditional upon, among other things, the approval of Shareholders of RPC at the General Meeting to be held on 4 January 2016; completion of the Works Councils information and consultation processes; obtaining approvals required by the relevant competition authorities in certain jurisdictions and the Underwriting Agreement having become unconditional (other than in respect of the condition relating to Admission). The Acquisition is expected to complete by the end of March 2016.

A prospectus relating to the Acquisition and the New Ordinary Shares (the "Prospectus") is expected to be published and posted to Shareholders on or around 14 December 2015. The Prospectus, when published, will be made available on RPC's website (www.rpc-group.com) and will be submitted to the National Storage Mechanism and be available for inspection at www.morningstar.co.uk/uk/nsm.do.

Details of the fully underwritten Rights Issue

RPC proposes to raise approximately £232.6 million (£227.0 million, net of expenses) by way of a rights issue of up to 50,568,136 New Ordinary Shares at 460 pence each on the basis of 1 New Ordinary Share for every 5 Existing Ordinary Shares held on the Record Date.

The issue price will be 460 pence which represents a discount of 35.1 per cent. to the theoretical ex-rights price of 709 pence per Ordinary Share on the Latest Practicable Date, adjusted for the interim dividend for the six months ended 30 September 2015 of 5.2 pence per share which will be paid to Shareholders who are on the register of members of the Company at the close of business on 29 December 2015.

The Rights Issue has been fully underwritten by the Underwriters. The Rights Issue is being made to all Qualifying Shareholders (other than, subject to certain exemptions, Excluded Overseas Shareholders) on the register of members of the Company at the close of business on 29 December 2015.

The New Ordinary Shares will not be entitled to the interim dividend for the six month period ended 30 September 2015 because they will be issued after the end of the period to which the interim dividend relates.

Analyst and investor presentation

RPC will host an analyst and investor presentation at 9:00 a.m. today at the offices of FTI Consulting, 200 Aldersgate, Aldersgate Street, London, EC1A 4HD.

Copies of this announcement and of the analyst and investor presentation on the Acquisition will be made available on RPC's website (www.rpc-group.com) today.

For further information, please contact:

1Sterling and Euro conversion based on an exchange rate of £1.00 = €1.3841.

2As stated in the unaudited interim consolidated financial statements presented in the GCS Seller Group management quarterly report announced by the GCS Seller Group on 27 November 2015. The GCS Seller Group comprises the GCS Group and the holding company Financière Daunou 5 S.a.r.l, which is a holding company which had no material revenues and operating costs in the periods stated. As such, in the Directors' opinion, the information presented is an accurate reflection of the historical financial information for the GCS Group for the equivalent period. In addition, in the Directors' opinion, the GCS Seller Group quarterly management reports are prepared in a form consistent with the accounting policies adopted in RPC's latest annual report.

3This should not be construed as a profit forecast or interpreted to mean that the future earnings per share, profits, margins or cashflows of the Group will necessarily be greater than the historic published figures.

4Including expected pre-tax cost synergies.

This summary should be read in conjunction with the full text of this announcement.

IMPORTANT NOTICE

This announcement has been issued by, and is the sole responsibility of, RPC. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change. Neither the contents of RPC's website nor any website accessible by hyperlinks on RPC's website is incorporated in, or forms part of, this announcement.

This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus to be published by RPC in connection with the Rights Issue. The Prospectus will give further details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue. A copy of the Prospectus will be available from the registered office of RPC and on RPC's website at www.rpc-group.com. However, the Prospectus will not, subject to certain exceptions, be available (whether through the website or otherwise) to Shareholders in the United States or any other Excluded Territory.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which these materials are released, published, distributed or forwarded should inform themselves about and observe such restrictions. The information contained herein is not for release, publication, distribution or forwarding, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia) or any other Excluded Territory. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

This announcement does not contain or constitute an offer to sell or the solicitation of an offer to purchase securities to any person with a registered address in, or who is resident in, Australia, Canada, Japan, the Republic of South Africa or in any jurisdiction in which such an offer or solicitation is unlawful. None of the securities referred to herein have been or will be registered under the relevant laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Subject to certain limited exceptions, none of these materials will be released, published, distributed or forwarded in or into Australia, Canada, Japan or the Republic of South Africa.

This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The securities referred to herein have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities in the United States. None of the New Ordinary Shares, the Form of Proxy, this announcement or any other document connected with the Rights Issue has been or will be approved or disapproved by the United States Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, and none of the foregoing authorities or any securities commission has passed upon or endorsed the merits of the offering of the New Ordinary Shares, the Form of Proxy or the accuracy or adequacy of this announcement or any other document connected with the Rights Issue. Any representation to the contrary is a criminal offence in the United States.

This announcement includes statements that are, or may be deemed to be "forward-looking statements". The words "believe," "anticipate," "expect," "intend," "estimate", "forecast", "project", "aim,", "hope", "plan," "seek", "predict," "continue," "assume," "positioned," "may," "will," "should," "shall," "risk" , "assurance" and other similar expressions that are predictions of or indicate future events and future trends identify forward-looking statements. Others can be identified from the context in which they are made. These forward-looking statements include all matters that are not historical facts. An investor should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are in many cases beyond the Company's control. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Company cautions investors that forward-looking statements are not guarantees of future performance and that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward-looking statements that the Company, or persons acting on its behalf, may issue. Factors that may cause the Company's actual results to differ materially from those expressed or implied by the forward-looking statements in this announcement include but are not limited to the risks described under "Risk Factors" in the Prospectus.

These forward-looking statements reflect the Company's judgment at the date of this announcement and are not intended to give any assurances as to future results. Furthermore, forward-looking statements contained in this announcement that are based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. No statement in this announcement is intended to be a profit forecast or to imply that the earnings of the Group for the current year or future years necessarily will match or exceed the historical or published earnings of the Group.

The Company will comply with its obligations to publish updated information as required by FSMA, the Listing Rules, the Disclosure and Transparency Rules and/or the Prospectus Rules or otherwise by law and/or by any regulatory authority, but assumes no further obligation to publish additional information.

You are advised to read this announcement and, once published, the Prospectus in their entirety for a further discussion of the factors that could affect the Company's future performance. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.

RBC Europe limited, Deutsche Bank and Barclays, which are each authorised by the Prudential Regulation Authority and regulated (in the case of Deutsche Bank only, to a limited degree by both Prudential Regulation Authority and the FCA) by the FCA and Panmure Gordon, which is authorised and regulated by the FCA in the United Kingdom are acting solely for the Company in relation to (in the case of RBC Europe Limited and Barclays only) the Acquisition and (in the case of each of the Banks) the Rights Issue and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Acquisition and the Rights Issue or any other matter referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed upon the Banks, by FSMA or the regulatory regime established thereunder, none of the Banks accepts any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the New Ordinary Shares, the Acquisition or the Rights Issue, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of the Banks accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which each of them might otherwise have in respect of this announcement or any such statement.

Recipients of this announcement and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and/or, if and when published, in the Prospectus. This announcement does not constitute a recommendation concerning any investor's options with respect to the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Persons in Excluded Territories, including persons in the United States who are QIBs, may be eligible to participate in the Rights Issue pursuant to an available exemption from registration or other public offering requirements and should contact the Registrars' Shareholder Helpline on 0871 384 2479 (from within the United Kingdom) or on +44 121 415 0866 (if calling from outside the United Kingdom) for further information. Calls to the 0871 384 2479 number are charged at 8 pence per minute (excluding VAT) or plus network extras. Calls to the Shareholder Helpline from outside the United Kingdom will be charged at the applicable international rate. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the Shareholder Helpline operators cannot provide advice on the merits of the Rights Issue nor give financial, tax, investment or legal advice.

Further information in relation to the Acquisition and the proposed Rights Issue

Introduction

Today RPC announces that the RPC Buyer has granted an irrevocable binding option to the GCS Seller entitling it to require the RPC Buyer to purchase all of the issued shares in the capital of, and all of the other securities held by the GCS Seller and issued by, the GCS Group, a leading global manufacturer and provider of closures and dispensing systems, for an enterprise value of €650 million (approximately £470 million5) on a cash-free, debt-free basis, which represents a multiple of 6.8 times the GCS Seller Group's EBITDA for the 12 month period ended on 30 September 20156. On Completion, the cash consideration payable to the GCS Seller would be €186 million (approximately £134 million5).

The Board believes that the Acquisition represents a significant opportunity for RPC to broaden its product capabilities in European rigid plastic packaging allowing it to offer closure solutions alongside its existing packaging product offering. The Board believes that GCS Group's extensive footprint in Europe alongside a strategic foothold in Asia, the US and Latin America is highly complementary to RPC's, creating possibilities for higher combined growth and reductions in the combined cost base. The Board believes that the Acquisition is an excellent fit with RPC's Vision 2020 objectives and meets RPC's strict acquisition criteria. The Board also believes that RPC will benefit from greater product diversification, a broadened customer base, and an enlarged platform to generate efficiency savings and an improved purchasing position as a result of the Acquisition, which together, the Board believes will create long-term value for Shareholders.

RPC proposes to fund the Acquisition through a mixture of equity (by way of a fully underwritten Rights Issue) and debt. The Rights Issue at a price of 460 pence per share will raise gross proceeds of approximately £232.6 million. The Rights Issue will be on the basis of 1 New Ordinary Share for every 5 Existing Ordinary Shares held on the Record Date. The balance will be funded through drawings on RPC's existing RCF, which has been increased from £490 million to £770 million.

The Rights Issue is conditional, among other things, upon the passing of the Resolutions, Admission and the Underwriting Agreement having become unconditional in all respects (other than conditions referring to Admission) and not having been terminated in accordance with its terms prior to Admission. The Rights Issue is not conditional on Completion. However if, before Admission, the Put Option Agreement or, if applicable, the Acquisition Agreement has terminated, or the conditions to the Acquisition cease to be capable of satisfaction, the Rights Issue will not proceed.

In the event that the Acquisition does not complete, but the Rights Issue has completed, RPC intends that the net proceeds of the Rights Issue, after satisfying the expenses related to the Rights Issue and the Acquisition (of around £8 million), will be used for investment in organic growth through suitable opportunities for further capital expenditure, and (where possible) acquisitions that fulfil the Company's clear strategic objectives.  RPC regularly evaluates acquisition opportunities, but to the extent that after six months following Admission, opportunities for such acquisitions or further capital expenditure have not been identified by the Board, the Board will review RPC's funding structure and will consider its options, which will include the return of surplus cash to its shareholders in as tax efficient a manner as possible.

As a result of its size, the Acquisition is conditional upon, among other things, the approval of Shareholders. RPC shareholder approval will also be sought for the necessary authority to issue New Ordinary Shares pursuant to the Rights Issue. Accordingly, resolutions to approve the Acquisition and to seek such authority will be proposed at a General Meeting of the Company to be held at 12.00 p.m. on 4 January 2016 at the offices of Jones Day, 21 Tudor Street, London EC4Y 0DJ, United Kingdom.

Summary information on GCS Group

The Board believes that GCS Group is a leading global manufacturer and provider of closures and dispensing systems for consumer products. GCS Group sells closures and dispensing systems in more than 100 countries worldwide. Its global reach is underpinned by its local presence, with 21 manufacturing sites and two mould shops strategically located in 13 countries.

GCS Group offers a wide range of predominantly plastic closures and dispensing systems for the beverage, personal care, household, food, pharmaceutical and wine and spirits end-markets, with over 2,000 designs of standard and custom closures and dispensing systems.

GCS Group operates in five key geographical segments: Southern Europe (which consists of operations in France, Italy and Spain), Central Europe (which consists of operations in Germany, Switzerland, Poland and Romania), the United Kingdom, the Americas (which consists of operations in the United States and Mexico) and Asia (which consists of operations in China, the Philippines and Thailand).

GCS Group was created in connection with the purchase of the beverage and speciality closure business of Crown Holdings, Inc., in 2005 by funds managed by PAI Partners. Since then GCS Group has grown both organically and through a number of acquisitions. For the year ended 31 December 2014, GCS Group achieved revenues of €590.5 million (€583.3 million for the year ended 31 December 2013) and EBITDA of €82.8 million (€69.7 million for the year ended 31 December 2013). GCS Group employs approximately 3,500 people globally.

GCS Group operates through six key global consumer end-markets, each of which is subject to various drivers of customer demand:

Beverage

The beverage end-market for closures and dispensing systems includes water, carbonated soft drinks, juices, teas and energy, sports drinks, beer, syrups and other dilutable formulas for beverages.

The main product categories are screw-top closures (including light weight caps, full-sized caps that are able to resist gas pressure exerted on them by carbonation and wide-mouthed caps), valve dispensing closures (specially designed caps with a built-in-valve to control the flow of the beverage as it is poured and to prevent spillage), dispensing caps (including push-pull closures and hinged caps meant for use during an activity) and carton fittings (comprising a spout and accompanying cap).

For the year ended 31 December 2014, beverages represented approximately 33 per cent. (approximately €192.1 million) of the annual revenue and covered Europe, the Americas and Asia.

Personal Care

The personal care end-market includes skin, hair and oral care products, bath and shower gels and deodorants.

The main products included in this category are dispensing closures (including hinged caps and disc-top caps for bottles or tubes), screw top caps, child resistant closures (which can be "squeeze and turn" or "push down and turn" caps), dosing caps (which can be used to measure quantities of a product), valve dispensing closures, jars and applicators for products such as deodorants and antiperspirants (for example a fluid based product that is rolled onto the body with a built-in rolling device or a stick that is moved upward from the container).

For the year ended 31 December 2014, personal care represented approximately 25 per cent. of the annual revenue (approximately €144.9 million) and covered Europe, the Americas and Asia.

Household

The household end-market covers household cleaning, laundry care, dishwashing products, agrochemicals, adhesives and glues.

The main closure and dispensing system products include tamper-evident screw-top caps, trigger pumps (for products that are designed to be sprayed onto a surface), child resistant closures, dispensing caps, sticks (for example for adhesives) and dosing caps.

For the year ended 31 December 2014, the household end-market represented approximately 15 per cent. of the annual revenue (approximately €89.9 million) and covered Europe, the Americas and Asia.

Food

The food end-market is defined by GCS as including dressings and condiments, instant coffee, edible oils and vinegars, dairy products, spreads and conserves.

The main products that are used by customers in this category are flip-top closures, wide-mouth caps, capsules for coffee dispensing machines, tamper evident closures and pouch closures.

For the year ended 31 December 2014, food represented approximately 12 per cent. of the annual revenue (approximately €69.5 million) and covered Europe and the Americas.

Wine & Spirits

The wine and spirits end-market covers spirits (including liqueurs, rum, whiskey, brandy, cognac, tequila), white spirits (including vodka and gin) and speciality alcoholic beverages (excluding beer). The closures are broadly standard closures (primarily made of aluminium) and safety closures (commonly a combination of an aluminium shell and a device made of several components for example glass balls and valves) including non-refillable pilfer proof and roll on pilfer proof closures.

For the year ended 31 December 2014, wine and spirits represented approximately 8 per cent. (approximately €48.9 million) of the annual revenue and covered Europe (mainly in the UK) and the Americas.

Pharmaceutical

The pharmaceutical end-market is defined as medicinal syrups and liquids, tablets, pills, sterile solutions, vitamins, supplements and other healthcare industry products.

The products that are typically marketed in this category are tamper evident closures, child resistant closures, droppers and measuring devices.

For the year ended 31 December 2014, pharmaceuticals represented approximately 7 per cent. of the 2014 revenue (approximately €38.6 million) and covered Europe and Asia.

Background to and reasons for the Acquisition

The Board believes that GCS Group represents an excellent fit for RPC and the combination of the two businesses would create a significantly enhanced European platform in rigid plastic packaging. The Acquisition also extends RPC's reach in several niche end-markets at once, creating significant opportunity for enhanced combined growth and scale. The Board believes that the Acquisition is attractive to RPC's shareholders and offers a number of benefits and opportunities, in particular:

(a) Further strengthening of European market position

The Board believes that GCS Group is a well-established and highly respected market player with a well invested European and global manufacturing footprint. The Board believes that the Acquisition will strengthen RPC's existing operating platform in Europe, and that products and geographies are highly complementary between the two players. The Board believes that the GCS product range of closures and dispensing systems will enable RPC to better serve its customers and operate as a one-stop-shop providing a combined containers and closures solution on a global basis.

(b) Strengthening of selected market positions in core European end-markets

With manufacturing facilities across the UK, Germany (including a mould shop), Switzerland (including a mould shop), Poland, Romania, Italy, Spain and France, GCS Group operates across six key consumer end-markets that the Board believes are complementary to RPC. The Board believes that GCS Group sites in the UK, Germany, Poland, Italy, Spain and France will add to RPC's presence in these countries, while the additions of Switzerland and Romania will enable RPC to further expand within Europe. The Board believes that GCS Group is a leader in Europe for the food, household and pharma end-markets, and a highly positioned player for personal care beverage and wine and spirits end-markets. The Board believes that GCS Group has a diversified customer base and serves some of the leading companies and distributors in Europe in each of its six end-market categories.

(c) Reinforces presence outside of Europe

GCS Group operates manufacturing facilities in Mexico, the US, Thailand, the Philippines and China. In addition, it has licence agreements in a further nine countries (Argentina, Brazil, Mexico, Morocco, Tunisia, Israel, South Korea, India and the UAE). The Board believes that the Chinese and US operations will complement RPC's existing presence in these regions, while the additional sites will enable RPC to further extend its global reach and reinforce its growing presence outside of Europe, one of the key pillars of RPC's Vision 2020 strategy, enabling the Group to better serve its global clients' requirements, particularly in the high growth emerging market economies.

(d) Higher operating margins through procurement synergies

The Board is targeting ongoing annual pre-tax cost synergies of €15 million per annum, fully realisable within the first two full years following Completion. The majority of these cost synergies are related to polymer purchasing and other areas of procurement (particularly in Europe). The Board has also identified some opportunities for removal of duplicate administrative overheads and the optimisation of the Group's manufacturing footprint. The realisation of the targeted cost synergies is anticipated to require a cash outlay of approximately €10 million, expected to be incurred in the first full year of ownership. There is also scope for cash synergies arising from the alignment of capital expenditure and improved working capital management. Whilst the quantum and timing of such capital expenditure and working capital synergies remains to be determined, there will be no costs associated with these initiatives.

(e) Adding niche technologies

The Board believes that GCS Group is a global specialist in plastic closures and dispensing systems serving a wide range of end-markets. The Board believes that the Acquisition will add to the existing caps, closures and lids section capabilities of RPC.

(f) Enhancing scale in polymer buying

RPC currently purchases approximately 475,000 tonnes of polymer per annum, mainly in Western Europe, while GCS Group purchases approximately 135,000 tonnes of polymer per annum, with both companies sharing the same key suppliers. The Enlarged Group's polymer consumption is expected to equate to approximately 6 per cent. of the total Western European output of polymers for rigid plastic packaging. Following Completion, RPC intends to centrally co-ordinate the purchase of polymers across the Enlarged Group, rolling out its own optimised purchasing strategy.

The Board believes that the Acquisition represents a significant step in RPC's strategy for growth in the rigid plastic packaging industry through selective consolidation in Europe. In line with Vision 2020, the Board continues to evaluate potential acquisition opportunities which could also generate significant value for Shareholders.

Overview of the Acquisition

The RPC Buyer has granted an irrevocable binding put option to the GCS Seller entitling it to require the RPC Buyer to purchase the shares and debt securities held by the GCS Seller in the GCS Group for an aggregate purchase price equal to the difference between (i) €186 million (the "Base Amount") plus an interest amount accruing daily calculated on the Base Amount at an annual rate of six per cent. for the period between 30 September 2015 (included) and the date on which the conditions described in paragraphs 13.2(b)(i) to (iii) of Part IX of the Prospectus are satisfied (excluded), and (b) an annual rate of two per cent. for the period between the date on which the conditions described in paragraphs 13.2(b)(i) to (iii) of Part IX of the Prospectus are satisfied (included) and the date of Completion; and (ii) FD1's loan repayment amounts due by FD1 to the GCS Seller (net of sums owed by the GCS Seller and its affiliates to the GCS Group) in accordance with the terms of certain loan agreements set out in the Acquisition Agreement. On Completion, the RPC Buyer will also be obliged to procure that FD1 repays the net sums owing by FD1 to the GCS Seller under such loans.

Assuming Completion occurs on or before 31 May 2016, which is the specified long stop date for satisfaction of the conditions precedent under the Acquisition Agreement, the maximum aggregate consideration expected to be paid under the Acquisition Agreement is €193 million.

Before the GCS Seller takes any definitive decision to proceed with the Acquisition, French law requires it to consult with the Works Councils with a view to obtaining their opinions on the transaction in such a way as to ensure the effectiveness of the consultation. Accordingly, the RPC Buyer and the GCS Seller have entered into the Put Option Agreement, pursuant to which the RPC Buyer has granted an irrevocable binding put option to the GCS Seller entitling it to require the RPC Buyer to purchase all of the issued shares in the capital of GCS Group and all of the debt securities held by the GCS Seller in the GCS Group from the GCS Seller on the terms and subject to the conditions set out in the Acquisition Agreement. Until such time as the GCS Seller exercises the Put Option and enters into the Acquisition Agreement, it is under no legal obligation to proceed with the Acquisition. This structure enables GCS Group to comply with the legal requirements in France for mandatory works council consultations and gives the Works Councils time to fully consider the Acquisition before any decision is taken by the GCS Seller. The statutory period applicable to the consultation process in France is two months from the receipt of the necessary documents by the Works Councils and the Put Option can be exercised within 5 months from signing. The GCS Seller is expected to exercise the Put Option and execute the Acquisition Agreement once the consultation procedures with the Works Councils are completed. If the GCS Seller does not exercise the Put Option within five business days of the completion of the information and consultation processes with the Works Councils, GCS Group will reimburse the RPC Buyer all costs incurred by the RPC Buyer and its affiliates with respect to the Acquisition up to a maximum amount of €10,000,000.

Pursuant to the Acquisition Agreement, Completion will be conditional upon the approval of the Acquisition by RPC's shareholders, no major product recall, major third party environmental claim, or major accounting fraud in respect of GCS Group as specified in the Acquisition Agreement having occurred in the period specified in such agreement, the obtaining of approvals required by the relevant governmental and competition authorities in certain jurisdictions and the Underwriting Agreement having become unconditional (other than in respect of the condition relating to Admission). If the conditions to Completion have not been satisfied or waived by the Acquisition Long Stop Date, the Acquisition Agreement may be terminated.

The Acquisition Agreement will include a customary anti-leakage covenant from the GCS Seller in respect of the period between 30 September 2015 and Completion. Warranties in relation to various aspects of GCS Group and its business will be given to the RPC Buyer. The GCS Seller's liability in respect of these warranties is subject to certain limitations, including time and financial limitations. Save in the event of fraud, the GCS Seller's liability for all warranties other than title warranties is limited to €1. The Group is intending to obtain warranty and indemnity insurance in respect of the warranties contained in the Acquisition Agreement, subject to certain specified limitations to be agreed with the insurers.

The Acquisition and associated expenses will be funded from the proceeds of the Rights Issue and amounts drawn down under the RCF. Details of the terms of the Put Option Agreement and the Acquisition Agreement are set out in paragraph 13 of Part IX of the Prospectus. Details of the terms of the amended and restated RCF Agreement are set out in paragraph 15.1 of Part IX of the Prospectus.

The Acquisition is expected to complete by the end of March 2016.

Current trading and prospects

RPC

RPC's results for the six months ended 30 September 2015 were in line with expectations and showed satisfactory profit growth, despite the impact of the foreign exchange movements, the time lag in passing through high polymer prices and a generally flat economic growth environment, particularly in mainland Europe.

Revenues from continuing operations for the six months ended 30 September 2015 grew by 36 per cent. compared to the corresponding period in 2014, to £799.8 million, reflecting a 4 per cent. like for like growth in packaging and the contribution from recent acquisitions. Adjusted operating profit for the period was £82.8 million, a £21.9 million, or 36 per cent, increase on the £60.9 million adjusted operating profit for the six months ended 30 September 2014. RPC incurred £29.7 million of exceptional restructuring costs, impairments and exceptional items in the six months ended 30 September 2015, compared to £16.1 million in the corresponding period in 2014, mainly relating to the integration and restructuring costs in respect of the Promens Acquisition.

The Company's Vision 2020 strategy is well progressed, with the acquisition of ACE successfully completed in June 2014, Promens and PET Power in February 2015, Innocan in May 2015, Depicton in June 2015, Strata Products in November 2015 and continued with the announcement today of the expected acquisition of GCS Group.

The Company's Fitter for the Future programme is now complete with the Offenburg (Germany) business and the two sheet businesses in Lokeren (Belgium) and Montonate (Italy) having been disposed of. The integration of the M&H Plastics, RPC Balkan, ACE, PET Power, Innocan and Depicton business have been fully integrated, and the integration of the Promens and Strata Products businesses is making good progress.

The Board considers that the Group's performance in the six months ended 30 September 2015 was encouraging and in line with expectations, with good profit growth. Additionally, the second half year has started in line with management expectations, with further trading improvements expected as polymer prices ease and additional synergies related to the Promens Acquisition are realised. The Vision 2020 strategy continues to generate further opportunities for growth.

GCS Group

GCS Group has historically delivered a solid financial performance by maintaining relatively stable adjusted EBITDA margins since 2008, despite the global economic crisis that began in 2008.

For the year ended 31 December 2014, GCS Group achieved revenues of €590.5 million (€583.3 million in the year ended 31 December 2013) and EBITDA of €82.8 million (€69.7 million in the year ended 31 December 2013). These figures were up by 1.2 per cent. and 18.8 per cent. respectively against the year ended 31 December 2013 and were achieved in spite of certain project delays and challenging market conditions in the spirits end-market in emerging markets such as China, Thailand and Venezuela. The continued growth in the five other end-markets and development of certain "value-added business" which led to an increased order intake of sport caps and an increased opportunity in coffee capsules, enabled GCS Group to partially offset such challenges. The Board believes that profitability in the period also reflects good manufacturing cost performance, which was partly offset by continued investment in resources to support growth and manufacturing and quality improvement.

The Board believes that GCS Group has a broad manufacturing and customer base supported by its ongoing investment into new product lines to offset a reduction in demand in certain sectors. The Board believes that GCS Group has a strong pipeline of new products, value-added products and adjacent market opportunities.

For the nine month period ended 30 September 2015, the GCS Seller Group6 announced on 27 November 2015 that it had achieved revenues of €466.5 million (unaudited) and EBITDA of €77.5 million (unaudited), as stated in the unaudited interim consolidated financial statements presented in the GCS Seller Group management quarterly report6. In the same period in 2014, the GCS Seller Group announced on 28 November 2014 that it achieved revenues of €453.5 million (unaudited) and EBITDA of €64.6 million (unaudited) as stated in the unaudited interim consolidated financial statements presented in the GCS Seller Group management quarterly report. For the 12 month period ended 30 September 2015, the GCS Seller Group announced on 27 November 2015 that it had achieved revenues of €603.5 million (unaudited) and EBITDA of €95.4 million (unaudited) as stated in the unaudited interim consolidated financial statements presented in the GCS Seller Group management quarterly report. In the same period in 2014, the GCS Seller Group announced on 28 November 2014 that it achieved revenues of €590.1 million (unaudited) and EBITDA of €79.0 million (unaudited) as stated in the unaudited financial statements presented in the GCS Seller Group management quarterly report. The Board believes that for the nine month period ended 30 September 2015 compared with the same period ended 30 September 2014, the GCS Seller Group's overall trading has improved significantly with underlying sales on similar level to the previous year, and improved cost performance with positive impact on price and cost.

Dividend and dividend policy

The New Ordinary Shares will, following allotment and issue, rank pari passu in all respects with the Existing Ordinary Shares and rank in full for all dividends and other distributions declared in respect of the ordinary share capital of RPC.

The Board intends to continue with its progressive dividend policy with a target dividend cover level through the cycle of 2.5x. The Group's dividend policy will take into account the discount element of the Rights Issue.

For the year ended 31 March 2015, the Company paid a dividend of 15.4 pence per share (year ended 31 March 2014: 13.8 pence per share and year ended 31 March 2013: 13.2 pence per share), an increase of 12 per cent. compared to the year ended 31 March 2014.

For the six month period ended 30 September 2015, the Board has declared an interim dividend of 5.2 pence per share (2014 restated: 4.4 pence per share), representing an 18 per cent. increase on the 2014 interim dividend. Holders of New Ordinary Shares issued pursuant to the Rights Issue will not be entitled to receive the interim dividend of 5.2 pence per share.

The Group may revise its dividend policy from time to time.

Financial impact of the Acquisition and Rights Issue

The Board expects the Acquisition and Rights Issue to enhance RPC's earnings per share (adjusted for the discount element of the Rights Issue) in the first full financial year post Acquisition. This statement should not be interpreted to mean that the future earnings per share of RPC will necessarily match or exceed its historical published earnings per share. Together with the pre-tax synergies outlined below, GCS Group's ROCE is ahead of RPC's WACC and GCS Group's RONOA and Return on Sales were approximately 29 per cent. and approximately 11 per cent. respectively, in 2014.

The Board is targeting ongoing pre-tax cost synergies from the Acquisition of €15 million per annum (before integration costs as detailed below), fully realisable within the first two full years following Completion. All synergies are expected to be reflected in the cash flow. The majority of these cost synergies are related to polymer purchasing and other areas of procurement (particularly in Europe). The Board has also identified some opportunities for removal of duplicate administrative overheads and the optimisation of the Group's manufacturing footprint. However, there can be no assurance that such synergies can be achieved in the time frame or at all. The achievement of such synergies is subject to the risk factor entitled: "Estimated benefits in relation to the Acquisition set out in the document may not be achieved" in the Risk Factors section of the Prospectus.

Realisation of synergies is expected to require a cash outlay of approximately €10 million to be incurred in the first full year following Completion. There can be no assurance that such savings can be achieved in that time frame or at all. This statement of estimated cost savings relates to future actions and circumstances, which by their nature involve risks, uncertainties, contingencies and other factors. As a result, the cost savings referred to may not be achieved, or those achieved may be materially different from those estimated. The figures as set out in this paragraph are unaudited numbers based on management estimates. The estimated synergies are contingent on the Acquisition completing and could not be achieved independently. The estimated synergies reflect both beneficial elements and relevant costs.

The quantum and timing of such capital expenditure synergies remains to be determined. There would be no material costs associated with implementing these one-off cash synergies. This statement of estimated one-off cash synergies relates to future actions and circumstances which by their nature involve risks, uncertainties, contingencies and other factors. As a result, the cash benefits referred to may not be achieved, or those achieved may be materially different from those estimates. The figures as set out in this paragraph are unaudited numbers based on management estimates. The estimated synergies are contingent on the Acquisition completing and could not be achieved independently. The estimated synergies reflect both beneficial elements and relevant costs.

The Board expects the Enlarged Group's opening leverage at 31 March 2016 to be approximately 2.1 times the Enlarged Group's EBITDA for the 12 month period ending 31 March 2016.

On a pro forma basis and assuming that the Acquisition and the Rights Issue had become effective on 30 September 2015, the Enlarged Group would have had net assets of approximately £811.5 million as at that date (based on the net assets of the Group as at 30 September 2015 and the net assets of GCS Group as at 31 December 2014).

Increase of RCF

RPC has increased its existing multicurrency revolving credit facility with seven UK and European banks as joint arrangers and joint lenders with Commerzbank AG, London Branch as agent from £490 million to £770 million. The second amended and restated RCF Agreement details of which are set out in paragraph 15.1 of Part IX of the Prospectus) is on substantially the same terms as the agreement entered into on 30 April 2014. If Completion does not occur, the additional £280 million of the RCF will be cancelled.

Principal terms and conditions of the Rights Issue

The Company is proposing to raise approximately £227.0 million (net of expenses of approximately £5.6 million), by way of the Rights Issue. The Issue Price of 460 pence per New Ordinary Share, which is payable in full on acceptance by not later than 11.00 a.m. on 19 January 2016, represents a 39.8 per cent. discount to the closing middle market price of an Existing Ordinary Share on 11 December 2015 (being the last business day before the announcement by RPC of the Rights Issue) and a 35.1 per cent. discount to the theoretical ex-rights price of an Existing Ordinary Share based on that closing price, adjusted for the interim dividend for the six months ended 30 September 2015 of 5.2 pence per share which will be paid to Shareholders who are on the register of members of the Company at the close of business on 29 December 2015. The level of this discount was determined by the Directors according to market conditions and shareholder feedback in respect of the Rights Issue.

Subject to the fulfilment of, amongst others, the conditions set out below, the Company will offer up to 50,568,136 New Ordinary Shares by way of the Rights Issue to Qualifying Shareholders at 460 pence per New Ordinary Share payable in full on acceptance. The Rights Issue will be on the basis of 1 New Ordinary Share for every 5 Existing Ordinary Shares held by Qualifying Shareholders on the Record Date, and so in proportion to any other number of Existing Ordinary Shares then held and otherwise on the terms and conditions set out in the Prospectus and, in the case of Qualifying non-CREST Shareholders only (other than, subject to certain exemptions, Excluded Overseas Shareholders), the Provisional Allotment Letter. Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue. Fractional entitlements to New Ordinary Shares will not be allotted and, where necessary, entitlements will be rounded down to the nearest whole number of New Ordinary Shares.

The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Ordinary Shares including the right to all future dividends and other distributions declared, made or paid.

The Rights Issue is conditional upon, amongst other things:

(a) the passing without amendment of the Resolutions at the General Meeting;

(b) the Put Option Agreement not having been terminated, varied, modified, supplemented or lapsing, prior to Admission, and none of the conditions to the Acquisition in the Put Option Agreement or the Acquisition Agreement not being satisfied or becoming incapable of satisfaction, prior to Admission;

(c) the Company having applied to Euroclear for admission of the Nil Paid Rights and Fully Paid Rights to CREST as participating securities and no notification having been received from Euroclear on or before Admission that such admission or facility for holding and settlement has been or is to be refused;

(d) Admission becoming effective by not later than 8.00 a.m. (London time) on 5 January 2016 (or such later time and/or date as the Company, the Sponsor and the Joint Global Co-ordinators may agree, being not later than 8.00 a.m. (London time) on 12 February 2016); and

(e) the Underwriting Agreement having become unconditional prior to Admission (save for the condition relating to Admission) and not having been terminated in accordance with its terms prior to Admission.

Shareholders should note that the Rights Issue is not conditional upon Completion and that, subsequent to the Rights Issue becoming wholly unconditional, the GCS Seller could fail to exercise the Put Option and enter into the Acquisition Agreement and/or the Acquisition could fail to complete.

Clearances will be sought from the relevant competition authorities in Germany, France, Poland, Austria and the United States. The Board believes that competition clearances will be received from all of these competition authorities. If competition clearance is not received from the authorities in any of Germany, France, Poland, Austria and the United States, the Acquisition may not complete. In the event that the Acquisition does not complete, RPC intends that the net proceeds of the Rights Issue, after satisfying the expenses related to the Rights Issue and the Acquisition (of around £8 million), will be used for investment in organic growth through suitable opportunities for further capital expenditure, and (where possible) acquisitions that fulfil the Company's clear strategic objectives. RPC regularly evaluates acquisition opportunities, but to the extent that after six months following Admission, opportunities for such acquisitions or further capital expenditure have not been identified by the Board, the Board will review RPC's funding structure and will consider its options, which will include the return of surplus cash to its shareholders in as tax efficient a manner as possible.

Applications have been made to the FCA for the New Ordinary Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on its main market for listed securities. It is expected that Admission will become effective and dealings (for normal settlement) in the New Ordinary Shares will commence, nil paid, at 8.00 a.m. (London time) on 5 January 2016.

The Joint Bookrunners have conditionally agreed to procure subscribers or, failing which, themselves to subscribe for the New Ordinary Shares (other than those referred to in the next paragraph) not taken up in the Rights Issue at a price of 460 pence per share.

Based on the share capital of the Company on 11 December 2015 (the latest practicable date before the posting of the Prospectus), up to 50,568,136 New Ordinary Shares will be offered pursuant to the Rights Issue and this number of New Ordinary Shares has been underwritten by the Joint Bookrunners. If, as at the Record Date, further Ordinary Shares have been issued pursuant to the exercise of any options under the share option schemes described in paragraph 6 of Part IX of the Prospectus (the "Share Option Schemes"), the number of New Ordinary Shares offered under the Rights Issue would increase. Any such additional New Ordinary Shares will not be underwritten.

The latest time and date for acceptance and payment in full under the Rights Issue is expected to be 11.00 a.m. on 19 January 2016.

Qualifying non-CREST Shareholders

Subject to the passing of the Resolutions, Qualifying non-CREST Shareholders, other than (subject to certain exemptions) Excluded Overseas Shareholders, will be sent a Provisional Allotment Letter on 4 January 2016 which will indicate the number of New Ordinary Shares provisionally allotted to such Qualifying non-CREST Shareholders pursuant to the Rights Issue.

Qualifying non-CREST Shareholders should retain the Prospectus for reference pending receipt of a Provisional Allotment Letter. Qualifying non-CREST Shareholders should note that they will receive no further written communication from the Company in respect of the subject matter of the Prospectus.

Qualifying CREST Shareholders

Subject to the passing of the Resolutions, Qualifying CREST Shareholders (none of whom will receive a Provisional Allotment Letter), other than (subject to certain exemptions) Excluded Overseas Shareholders, are expected to receive a credit to their appropriate stock accounts in CREST in respect of the Nil Paid Rights to which they are entitled on 5 January 2016. The Nil Paid Rights so credited are expected to be enabled for settlement by Euroclear as soon as practicable after Admission. If the Nil Paid Rights are not, for any reason, enabled for settlement by 8.00 a.m. on 5 January 2016, a Provisional Allotment Letter may be sent instead to each Qualifying CREST Shareholder other than (subject to certain exemptions) Excluded Overseas Shareholders.

Qualifying CREST Shareholders should note that they will receive no further written communication from the Company in respect of the subject matter of this Prospectus. They should accordingly retain the Prospectus for, amongst other things, details of the action they should take in respect of the Rights Issue. Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with the Prospectus and the Rights Issue.

Overseas Shareholders

Shareholders resident in any jurisdiction other than the UK should refer to paragraph 8 of Part III of the Prospectus for further information.

Further information on the Rights Issue, including the terms and conditions thereof and the procedure for acceptance and payment, is set out in Part III of the Prospectus and, in the case of Qualifying non-CREST Shareholders only, the Provisional Allotment Letter.

Directors' intentions

The Directors are fully supportive of the Rights Issue. Each of the Directors who holds Ordinary Shares either intends, to the extent that he or she is able, to take up in full his or her rights to subscribe for New Ordinary Shares under the Rights Issue or to sell a sufficient number of his or her Nil Paid Rights during the Nil Paid Rights trading period to meet the costs of taking up the balance of his or her entitlements to New Ordinary Shares.

General meeting

Notice of the General Meeting to be held at the offices of Jones Day, 21 Tudor Street, London, EC4Y 0DJ, United Kingdom at 12.00 p.m. (London time) on 4 January 2016 is set out at the end of the Prospectus. The purpose of this meeting is to consider and, if thought fit, pass the resolution relating to the Acquisition which is numbered 2 in the GM Notice (the "Acquisition Resolution") and the resolution relating to the Rights Issue which is numbered 1 in the GM Notice (the "Rights Issue Resolution"), in each case as set out in the GM Notice. Shareholders are being asked to vote on the Rights Issue Resolution in order to provide the Directors with the necessary authority and power under the Companies Act to proceed with the Rights Issue. Shareholders are being asked to vote on the Acquisition Resolution because the Acquisition is classified as a Class 1 transaction for the purpose of the Listing Rules and therefore requires the approval of Shareholders.

First Resolution

The first Resolution, conditional on the admission of the New Ordinary Shares (i) to the premium segment of the Official List and (ii) to trading (nil paid) on the London Stock Exchange's main market for listed securities becoming effective in accordance, respectively, with the Listing Rules and the Admission and Disclosure Standards, is to authorise the Directors pursuant to section 551 of the Companies Act to allot shares and grant rights to subscribe for, or convert any security into, shares up to an aggregate nominal amount of £4,214,011.0 in connection with the Rights Issue representing approximately 33.3 per cent. of the existing issued share capital of the Company. The authority and power conferred by the first Resolution shall expire 12 months from the date of the passing of this Resolution unless previously revoked or renewed, save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted or rights to be granted after such expiry and the Directors may allot shares, or grant rights to subscribe for or to convert any securities into shares, in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired. The authority and power conferred by the first Resolution is supplementary to the existing authority granted at the Company's annual general meeting on 15 July 2015.

The Directors intend to use these authorities to allot New Ordinary Shares pursuant to the Rights Issue. Other than in connection with the Rights Issue, and upon the exercise of options under the Share Option Schemes, the Directors have no present intention to utilise these authorities.

Second Resolution

The second Resolution is, subject to the conditions contained in the Put Option Agreement and the Acquisition Agreement (including anti-trust clearance for Completion having been obtained in Germany, France, Poland, Austria and the United States, with or without conditions, the approval of the Acquisition by Shareholders, the Underwriting Agreement becoming unconditional (otherwise than in respect of the Acquisition Agreement becoming unconditional), and no major product recall, major environmental claim by a third party or major accounting fraud having occurred between the date of signing of the Put Option Agreement and the date of Completion), to approve the Acquisition pursuant to the requirements of the Listing Rules.

Financial advice

The Board has received financial advice from RBC in relation to the Acquisition. In providing its advice to the Board, RBC has relied on the Directors' commercial assessment of the Rights Issue and the Acquisition.

Recommendation

The Board considers the Rights Issue and the Acquisition to be in the best interests of the Company and Shareholders as a whole. Accordingly, the Board unanimously recommends that you vote in favour of the Resolutions to be proposed at the General Meeting as the Directors and persons connected to them intend to do in respect of their entire holdings, amounting to 535,155 Ordinary Shares in aggregate as at the Latest Practicable Date (representing approximately 0.21 per cent. of the Company's existing issued ordinary share capital).

5 Sterling and Euro conversion based on an exchange rate of £1.00 = €1.3841

6 The GCS Seller Group comprises the GCS Group and the holding company Financière Daunou 5 S.a.r.l, which is a holding company which had no material revenues and operating costs in the periods stated. As such, in the Directors' opinion, the information presented is an accurate reflection of the historical financial information for the GCS Group for the equivalent period. In addition, in the Directors' opinion, the GCS Seller Group quarterly management reports are prepared in a form consistent with the accounting policies adopted in RPC's latest annual report.

Expected Timetable of Principal Events

Notes:

1. References to times in this announcement are to London time unless otherwise stated.

2. The dates set out in the expected timetable of principal events above and mentioned throughout this announcement and in the Provisional Allotment Letters may be adjusted by the Company with the agreement of RBC and the Joint Global Co-ordinators in which event details of the new dates will be notified to the FCA, London Stock Exchange and, where appropriate, Shareholders.

Definitions

The following definitions apply throughout this announcement, unless the context otherwise requires.

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