Results of Placing

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.

9 June 2016

RPC GROUP PLC

Results of Placing

RPC Group Plc ("RPC" or the "Company" or the "Group"), a leading international design and engineering company of plastic products for both packaging and selected non-packaging markets, is pleased to announce the successful completion of the placing announced earlier today (the "Placing").

The proceeds of the Placing are expected to be used to part finance the cash consideration payable under the terms of a recommended cash and share offer made by RPC for the entire issued and to be issued ordinary share capital of British Polythene Industries PLC as separately announced earlier today.

A total of 11,042,945 new ordinary shares of 5 pence each in the Company (the "Placing Shares") have been placed by Deutsche Bank AG, London Branch ("Deutsche Bank") and Panmure Gordon (UK) Limited ("Panmure Gordon" and, together with Deutsche Bank, the "Joint Bookrunners"), with existing and new institutional investors, at a price of 815 pence per Placing Share (the "Placing Price") raising gross proceeds of approximately £90 million.

The Placing Price represents a discount of 0.1 per cent. to the closing price on 8 June 2016 of 815.5 pence and a discount of 3.1 per cent. to the intra-day price of 841 pence at 2:30 p.m. (being the time the Placing Price was agreed). The net Placing Price of approximately 799 pence per Placing Share to be received by the Company after expected expenses directly attributable to the Placing represents a discount of 2.0 per cent. to the closing price on 8 June 2016 and a discount of approximately 5.0 per cent. to the intra-day price.

The Placing Shares represent approximately 3.6 per cent. of the issued ordinary share capital of the Company prior to the Placing.

Applications have been made to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares to the premium listing segment of the Official List maintained by the FCA and to the London Stock Exchange (the "LSE") for admission to trading of the Placing Shares on the LSE's main market for listed securities (together "Admission"). It is expected that Admission will take place at 8.00 a.m. on 13 June 2016 (or such later date as may be agreed between the Company and the Joint Bookrunners) and that dealings in the Placing Shares will commence at the same time.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 5 pence each in the share capital of RPC, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares.

RPC's enlarged issued share capital immediately following the issue of the Placing Shares will be 314,655,815 ordinary shares of 5 pence each. No ordinary shares are held in treasury. Therefore, the total voting rights in RPC is 314,655,815. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Rules and Transparency Rules.

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IMPORTANT NOTICES

This Announcement and the information contained in it is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States"), Australia, Canada, Japan or South Africa or any other state or jurisdiction in which the same would be unlawful restricted or unauthorised (each a "Restricted Territory"). This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in any Restricted Territory or to any person to whom it is unlawful to make such offer or solicitation.

Subject to certain exemptions, the securities referred to herein may not be offered or sold in any Restricted Territory or for the account or benefit of any national resident or citizen of any Restricted Territory. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Any offering of the Placing Shares to be made in the United States will be made only to a limited number of "qualified institutional buyers" as defined in Rule 144A under the Securities Act pursuant to an exemption from the registration requirements of the Securities Act in a transaction not involving any public offering and outside the United States in offshore transactions in accordance with Regulation S under the Securities Act ("Regulation S"). No public offering of the shares referred to in this Announcement is being made in the United Kingdom, any Restricted Territory or elsewhere.

The distribution of this Announcement and the placing of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe, such restrictions. The information contained in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of any information contained in this Announcement in whole or in part is unauthorised. Failure to comply with the restrictions set out herein may constitute a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement is directed only at: (A) persons in member states of the European Economic Area (the "EEA") who are "qualified investors" within the meaning of Article 2(1)(e) of the EU Prospectus Directive (which means Directive 2003/71/EC as amended from time to time including by Directive 2010/73/EC, to the extent implemented in the relevant member state of the EEA and includes any relevant implementing directive measure in any member state of the EEA, the "Prospectus Directive") ("Qualified Investors"); (B) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) are persons falling within Article 49(2)(A) to (D) ("high net worth companies, unincorporated associations, etc") of the Order; or (C) are persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment activity in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This Announcement has been issued by, and is the sole responsibility, of the Company. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published. Persons needing advice should consult an independent financial adviser.

No representation or warranty, express or implied, is or will be made as to or in relation to, and aside from the responsibilities and liabilities, if any, which may be imposed by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder or any other applicable regulatory regime; no responsibility or liability is or will be accepted by the Joint Bookrunners or any of their respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings or any of their respective directors, officers, employees, agents or advisers or any other person as to or in relation to, the accuracy, completeness or sufficiency of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the Company, the Placing Shares or the Placing (including, without prejudice to the generality of the foregoing, any such information or opinions or for any errors or omissions) or the Offer; and any liability therefor is expressly disclaimed.

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority ("PRA"). It is subject to the supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority and is subject to limited regulation in the United Kingdom by the PRA and the FCA. Panmure Gordon is authorised and regulated in the United Kingdom by the FCA.

Each of Deutsche Bank AG, acting through its London Branch, and Panmure Gordon is acting solely for the Company in relation to the Placing 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 Placing or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon the Joint Bookrunners by FSMA or the regulatory regime established thereunder, neither Joint Bookrunner 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 Offer, the Placing Shares or the Placing, and nothing in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to past or future. Each Joint Bookrunner 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 it might otherwise have in respect of this Announcement or any such statement.

Rothschild, which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA in the United Kingdom is acting solely for the Company in relation to the Placing and the Offer and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the Placing or the Offer or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Rothschild by FSMA or the regulatory regime established thereunder, Rothschild does not accept any responsibility whatsoever or make 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 Offer, the Placing Shares or the Placing, 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. Rothschild 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 it might otherwise have in respect of this Announcement or any such statement.

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.

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 information contained in this Announcement is subject to change without notice and the Company does not undertake any responsibility or obligation nor does it intend to revise or update publicly or review any of the forward-looking statements in this Announcement to reflect events or circumstances after the date of this Announcement (except to the extent required by the FCA, the London Stock Exchange or by applicable law, the Listing Rules or the Disclosure Rules and Transparency Rules). Prospective investors should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement, as a prediction of actual results or otherwise.

In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur.

The price of shares and any income expected from them may go down as well as up and an investor may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.