Rights Issue & Acquisition

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 the United States, Australia, Canada, Japan or south africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

16 December 2010

RPC Group Plc

Proposed €240 million Acquisition of Superfos Industries a/s

Fully underwritten 5 for 8 rights issue to raise approximately £89 million

RPC Group Plc ("RPC"), a leading European supplier of rigid plastic packaging to the food and non-food, consumer and industrial markets, announces the proposed acquisition of Superfos Industries a/s ("Superfos") for a consideration of €240 million (approximately £204.7 million) on a debt-free, cash-free basis.

Superfos is a recognised European industry leader in the manufacture of injection moulded rigid plastic packaging to a wide population of customers in both food and non-food markets. Superfos, headquartered in Taastrup, Denmark, has over 1,300 employees at nine production facilities across the Nordic region, France, Poland, Spain, Belgium and the UK converting approximately 100,000 tonnes of polymer per annum. For the period ended 31 December 2009, Superfos generated EBITDA before non-recurring items of €52.3 million on sales of €294.5 million. The enterprise value to be paid for Superfos therefore represents a multiple of 4.6 times 2009 EBITDA before non-recurring items.

RPC proposes to fund the Acquisition through the Rights Issue and debt (principally through a new €130 million term loan facility). The Rights Issue at a price of 143 pence per share will raise gross proceeds of £88.8 million and approximately £85.3 million net of expenses.

Acquisition highlights

The Board believes that the Acquisition offers significant benefits and opportunities, including:

n Strengthening RPC's capabilities and competitiveness in the open top filled injection moulded plastic packaging market

n Broadening the RPC product range across existing and new geographies

n Entry into higher growth markets

n Higher operating margins through manufacturing optimisation, transfer of best practice and purchasing and cost synergies

n Exposure to new and innovative products including thin-walled injection moulded packaging and newly developed oxygen barrier products

n Experienced management team with a majority of the senior management team having spent many years with Superfos

n Enhanced working capital performance of the Enlarged Group

n Total pre-tax cost synergies from the Acquisition of at least £10 million per annum (before integration costs), to be achieved within the third full financial year of ownership

n The Acquisition is expected to materially enhance RPC's earnings per share (adjusted for the discount element of the Rights Issue) in the first full financial year post Acquisition

Commenting on the announcement, Jamie Pike, Chairman of RPC said:

"We are delighted to announce the proposed acquisition of Superfos, a leading European player in the injection moulded rigid plastic packaging market. This is a significant acquisition for RPC Group Plc which is consistent with our strategy of growing the business organically and through acquisition. This acquisition is an excellent strategic and geographic fit and the Board of RPC Group Plc believes that the transaction will generate significant value for RPC Shareholders."

Aberforth Partners LLP, which manages on behalf of its clients shares of approximately 13.5 per cent. of the ordinary share capital of the Company as at 15 December 2010 (being the last practicable date prior to the publication of this document), has irrevocably undertaken to vote the Ordinary Shares over which it exercises discretionary and voting control (representing approximately 9.65 per cent. of the ordinary share capital of the Company as at 15 December 2010 (being the last practicable date prior to the publication of this document)) or such lesser number of shares over which Aberforth Partners LLP exercises discretionary and voting control at the time of the Extraordinary General Meeting in favour of the Acquisition Resolution and Rights Issue Resolutions.

The Acquisition is expected to close in early February 2011, pending, amongst other things, approval of the Ordinary Shareholders of RPC at the Extraordinary General Meeting to be held on 6 January 2011, approvals from the relevant competition authorities in certain jurisdictions, the Acquisition not having been blocked by any court or government authority decision and the Underwriting Agreement having become unconditional.

Details of financing and the fully underwritten Rights Issue

RPC proposes to fund the Acquisition through the Rights Issue and debt (principally through a new €130 million term loan facility). The Rights Issue at a price of 143 pence per share will raise gross proceeds of £88.8 million and approximately £85.3 million net of expenses. The Rights Issue will be on the basis of 5 New Ordinary Shares for every 8 existing Shares held on the Record Date.

The issue price of 143 pence per share represents a discount of 47.8 per cent. to the middle market closing price of 274 pence per Ordinary Share on 15 December 2010, being the last Business Day before the announcement of the Rights Issue and a 35.4 per cent. discount to the Theoretical Ex-Rights Price on that closing date, adjusted for the 2010 Interim Dividend of 3.4 pence per Ordinary Share.

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, the Excluded Overseas Shareholders) on the register of members of the Company at the close of business on 31 December 2010.

Contacts

For further information, please contact:

Analyst presentation

RPC will be holding a presentation for analysts and investors today. The details of the meeting are as follows:

Venue: Offices of Kreab Gavin Anderson, Scandinavian House, 2-6 Cannon Street, London, EC4M 6XJ

Date & Time: 16 December 2010 at 09.30 a.m. (London time)

Expected timetable

Each of the times and dates in the table below is indicative only and may be subject to change.

Unless otherwise specified, this announcement contains certain translations of Euros into amounts in Pounds Sterling for the convenience of the reader based on the exchange rate of £1.00 = €1.1722, being the relevant exchange rate on 15 December 2010 (the latest practicable date prior to the date of the Announcement). These exchange rates were obtained from Bloomberg.

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

The Prospectus relating to the Acquisition and Rights Issue (the "Prospectus") is expected to be published and posted to Shareholders today provided that it will not be posted or sent into any jurisdiction where to do so might constitute a violation of local securities law or regulation, including, but not limited to, the United States, Canada, Australia, Japan or the Republic of South Africa.

The Prospectus will give further details of the nil paid rights (the "Nil Paid Rights"), the fully paid rights (the "Fully Paid Rights") (together, the "Securities") to be offered pursuant to the Rights Issue.

A copy of the Prospectus when published will be available from the registered office of RPC at Sapphire House, Crown Way, Rushden, Northamptonshire, NN10 6FB and at the offices of N M Rothschild & Sons Limited, 1 King William Street, London, EC4N 7AR during usual business hours on any weekday (Saturdays, Sundays and Bank Holidays excepted) up to and including 7 January 2011.

N M Rothschild & Sons Limited ("Rothschild"), which is regulated in the United Kingdom by the Financial Services Authority, is acting solely for the Company in relation to the Rights Issue and the Acquisition 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 Rights Issue or the Acquisition or any other matter referred to in this announcement or the Prospectus.

J.P. Morgan Securities Ltd. (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove"), which is regulated in the United Kingdom by the Financial Services Authority, is acting solely for the Company in relation to the Rights Issue and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove nor for providing advice in relation to the Rights Issue or the Acquisition or any other matter referred to in this announcement or the Prospectus.

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is regulated in the United Kingdom by the Financial Services Authority, is acting solely for the Company in relation to the Rights Issue and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Gordon nor for providing advice in relation to the Rights Issue or the Acquisition or any other matter referred to in this announcement or the Prospectus.

This Announcement and any materials distributed in connection with this Announcement are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation. This Announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters if and when issued in connection with the Rights Issue have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the ''Securities Act''), or under the securities legislation of any state or territory or jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any relevant state securities laws. There will be no public offer of the securities mentioned herein in the United States. Neither this Announcement (including and any materials distributed in connection with this announcement) nor any part or copy of it may be transmitted into the United States, its territories or possessions or distributed, directly or indirectly, in the United States, its territories or possessions.

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 the United States, Australia, Canada, Japan or south africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

Proposed €240 million Acquisition of Superfos Industries a/s

Fully underwritten 5 for 8 rights issue to raise approximately £89 million

1. Introduction

RPC announces that it has entered into a conditional agreement to acquire Superfos for a consideration of €240 million (approximately £204.7 million) on a debt-free, cash-free basis equating to a multiple of 2009 EBITDA before non-recurring items of 4.6 times. Superfos is one of the European industry leaders in the manufacture of injection moulded plastic packaging, servicing customers in both food and non-food segments.

The Board believes that the acquisition of Superfos represents an excellent opportunity for RPC to strengthen its capability and competitiveness in the open top filled injection moulded plastic packaging ("OTF IMPP") market, benefit from an enhanced product and technology range, increase its customer base and geographic coverage, generate efficiency savings, enhance its purchasing position and gain access to higher growth markets.

RPC proposes to fund the Acquisition through a mixture of equity (by way of the Rights Issue) and debt (by way of the Facilities Agreement). The Rights Issue at a price of 143 pence per share will raise gross proceeds of £88.8 million and approximately £85.3 million (net of expenses). The Rights Issue will be on the basis of 5 New Ordinary Shares for every 8 existing Shares held on the Record Date. The issue price of 143 pence per share represents a discount of 47.8 per cent. to the middle market closing price of 274 pence per Ordinary Share on 15 December 2010, being the last Business Day before the announcement of the Rights Issue. 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, the Excluded Overseas Shareholders) on the register of members of the Company at the close of business on 31 December 2010.

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 of the Acquisition. However if, before Admission, the Acquisition Agreement has terminated or the conditions to the Acquisition cease to be capable of satisfaction, the Rights Issue will not proceed.

The Acquisition will not be completed unless the Underwriting Agreement becomes unconditional. However, following Admission, the Rights Issue will proceed irrespective of whether or not the Acquisition is completed. The combination of RPC and Superfos triggers the requirement for filing with the relevant competition authorities in France, Germany, Norway, Spain and Tunisia. If approval is not obtained from the competition authorities in any of France, Germany, Norway or Spain, the Acquisition may not be completed. The Board believes that clearance from the relevant competition authorities will be received. In the event that the Acquisition does not complete, RPC will use the proceeds of the Rights Issue for general corporate purposes and (where possible) acquisitions that fulfil the Company's clear strategic objectives. To the extent that after six months following Admission, opportunities for such acquisitions 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 Ordinary Shareholders. RPC shareholder approval will also be sought for the necessary authorities to issue New Ordinary Shares pursuant to the Rights Issue. Accordingly, a resolution to approve the Acquisition and to seek such authorities will be proposed at an Extraordinary General Meeting of the Company to be held on 6 January 2011 at Ashurst LLP, Broadwalk House, 5 Appold Street, London, EC2A 2HA.

Set out below are the details of and background to the Acquisition and the Rights Issue, and reasons why the Board believes that the Acquisition and the Rights Issue are in the best interests of the Company and its Shareholders, and recommends that Shareholders vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting.

2. Summary Information on Superfos

Superfos is one of the European industry leaders in the manufacture of injection moulded, standard-range rigid plastic packaging, serving a wide population of customers in food and non-food markets. Superfos is headquartered in Taastrup, Denmark, and has nine production facilities across the Nordic region, France, Poland, Spain, Belgium and the UK, converting approximately 100,000 tonnes of polymer per annum. Superfos has expanded its geographic footprint into North Africa by investing in a privately held business with production sites in Tunisia and Algeria.

Superfos is recognised in the industry for its expertise in the fast-growing injection moulding packaging segment. The Directors believe that Superfos is well placed to take advantage of its position in this segment, through innovation in product development and manufacturing processes and conversions from other packaging materials. Superfos employs over 1,300 people and is organised and managed on the basis of geographic regions.

Superfos is managed through six different European sales regions: Nordic, Central East, French, Iberia, West and South East. Approximately 75 per cent. of 2009 group sales were derived from the three largest regions: Nordic (30 per cent.), Central East (26 per cent.) and French (19 per cent.).

The Directors believe that Superfos' product range is most closely aligned to RPC's UK Injection Moulding cluster. Key products include small pots, predominantly for food applications, and pails, for food and non-food applications across consumer and industrial segments.

Since 1999 Superfos has been under the ownership of two Nordic private equity firms, IK Investment Partners and Ratos AB. For the financial year ended 31 December 2009, Superfos recorded operating profit before non-recurring items of €28.3 million and profit before tax and non-recurring items of €22.9 million on sales of €294.5 million. As at 31 December 2009, Superfos had net assets of €163.2 million.

3. Background to and reasons for the Acquisition

Strategy

RPC is focused on the strategic objective of building on its existing position as a leading rigid plastic packaging company in Europe. RPC has a well established portfolio of businesses across all three core conversion processes and a wide range of market segments. The Directors consider that RPC maintains its market position through good customer service and product quality, and that it has been able to achieve organic growth through successful product innovation.

The Western European market for rigid plastic packaging, estimated at approximately 9 million tonnes in 2010, is expected by the Directors to grow ahead of gross domestic product as a result of the ongoing trend in the substitution of glass and metal packaging for plastic alternatives. RPC is exploiting this trend with a number of technical innovations, including the development of materials and manufacturing techniques to enable RPC to offer products with oxygen barrier performance, traditionally a competitive advantage enjoyed by glass and metal packaging over plastic.

The Directors believe that the Company's core strategy of building market share selectively in certain commodity areas, establishing a position in higher value niche segments and targeting an appropriate level of exposure to defensive markets, has proved to be successful over the economic cycle. The RPC 2010 initiative (a programme of change and improvement developed following a strategic review in 2008 to reduce the Company's structural cost base) has realised a level of cost savings significantly in excess of that anticipated at the launch of the initiative. The benefits realised from plant optimisation, improved procurement and a vigorous approach to working capital management are anticipated by the Directors to be retained as the Company moves from the active cost reduction programme to a continuous improvement phase. The Directors believe that the Company now has an efficient operating base from which to expand its activities.

Having substantially completed RPC 2010, the Company's management team is pursuing a growth strategy based on its strong market positions and innovative products. In realising this strategy, organic growth opportunities will be complemented by strategic acquisitions, reinforcing existing positions as well as potentially increasing the Company's exposure to higher growth markets.

Rationale for the acquisition of Superfos

RPC and Superfos are among the leading European players in the rigid plastic packaging market, and the Board believes that the Acquisition is an excellent opportunity to broaden RPC' capabilities and geographical presence. The Board believes that the Acquisition offers significant benefits and opportunities, including:

a) Broadening the RPC product range across existing and new geographies, including extension into the Nordic region

Despite the overlap of the geographical footprints of RPC and Superfos, particularly in France and Germany, there is relatively little overlap of products sold into these regions. The acquisition of Superfos will enable the Enlarged Group to provide a broader range of products in existing RPC geographies whilst increasing the combined business footprint. The Enlarged Group will be able to benefit from an expanded and enhanced product range and a wider customer base, which RPC anticipates will offer cross selling opportunities across the main geographies.

RPC currently has a low level of sales to the Nordic region and no manufacturing presence. However, this is an important market for Superfos, with three high quality manufacturing plants operating in the region. The Acquisition would therefore present RPC with the opportunity to instantly gain a strong position in a well-defined geographic market largely outside of the Company's existing territories.

b) Entry into higher growth markets

A number of markets outside of Western Europe exhibit higher rates of growth in the consumption of rigid plastic packaging; this is typically seen in those regions experiencing rapid growth in per capita gross domestic product. Expanding RPC's presence in these markets is a feature of the RPC strategy. Superfos' investment in Tunisia and Turkey, as well as Superfos' plant in Poland, offer improved access to higher growth markets.

c) Exposure to new and innovative products

The acquisition of Superfos gives RPC exposure to a new range of innovative products offering qualities which distinguish them from those of its competitors. Features of Superfos' products include completely liquid tight packaging, innovative easy open and re-close mechanisms, microwave safe qualities, UN approval (guarantees high product safety for transportation of chemicals, oils and lubricants) and FlakeFreeTM (preventing dry paint flakes from falling into the container).

Superfos has developed thin-walled injection moulded packaging which provides significant growth opportunities. Equally, there are good growth opportunities with the newly developed oxygen barrier products.

d) Higher operating margins through manufacturing optimisation, transfer of best practice and purchasing and cost synergies

The Directors expect the Enlarged Group to realise gains in operating margin through a number of synergies, including pooling the manufacture of common product types and direct cost synergies (in relation to procurement - most notably in relation to polymer purchasing, head office functions and other duplication). Opportunities also exist to optimise the manufacturing footprint. As a specialist in injection moulded products, Superfos has developed a number of process initiatives that can be applied to RPC's UK Injection Moulding cluster, which is a leader in the UK market. The Directors believe that the acquisition of Superfos has the potential to achieve cost savings and volume gains as a result of the sharing of technical innovations, as well as general manufacturing best practice. The Directors believe that ongoing annual synergies of at least £10 million per annum should be achievable by the third year following completion of the Acquisition. Realisation of synergies is anticipated to require a cash outlay of approximately £5 million.

e) Enhanced working capital performance

Superfos' working capital performance has not reached the same level of efficiency as RPC. The Directors believe that in due course performance can be improved to a level approaching RPC by harmonising payment terms as well as transferring best practice.

f) Experienced management team

Superfos has an experienced management team who are expected to continue to lead the business after the Acquisition. A majority of the Superfos senior management team have spent many years with Superfos and the Directors believe that they will be ideally placed to work alongside RPC in realising the benefits available to the Enlarged Group.

The Acquisition represents a significant step in RPC's strategy for growth in the rigid plastic packaging industry. The Board of RPC sees similar potential opportunities arising going forward which could also generate significant value for RPC Shareholders. The Directors will continue to monitor developments in the industry and will consider further acquisitions going forward which could generate significant value for shareholders.

4. Principal terms of the Acquisition

On 16 December 2010, RPC Packaging Holdings agreed to purchase Superfos from the Superfos Sellers for a consideration of €240 million on a debt-free, cash-free basis.

Completion of the Acquisition is conditional upon the approval of the Acquisition by RPC's shareholders, the obtaining of approvals required by the relevant competition authorities in certain jurisdictions, the Acquisition not having been blocked by any court or government authority decision and the Underwriting Agreement having become unconditional.

RPC Packaging Holdings has committed to any undertakings or disposals, including those relating to its own business, which may be necessary to obtain approval for the Acquisition from the relevant competition authorities. If the conditions to Completion of the Acquisition have not been satisfied or waived by the Acquisition Long Stop Date, the Acquisition Agreement may be terminated, in which event RPC Packaging Holdings shall pay to the Superfos Sellers by way of a break fee the sum of £2.7 million (plus any applicable VAT).

The Acquisition Agreement includes a customary anti-leakage covenant from the Superfos Sellers in respect of the period between 31 August 2010 and Completion. Warranties in relation to various aspects of the Superfos Group and its business are given to RPC Packaging Holdings on the basis that these are backed by an insurance company, Chartis Europe S.A., with RPC having no right of claim against any of the Superfos Sellers. Chartis Europe S.A.'s liability in respect of these warranties is subject to certain limitations, including time and financial limitations.

The Acquisition and associated expenses will be funded from the proceeds of the Rights Issue and amounts drawn down under the Facilities Agreement. Details of the terms of the Acquisition Agreement and Facilities Agreement are set out in the Prospectus.

5. Current Trading and Prospects

RPC

In RPC's Preliminary Results for the half year ended 30 September 2010, it reported that the general economic conditions and activity levels remained subdued. Notwithstanding the current economic environment, the Group has achieved substantial organic growth in certain key sectors such as personal care and coffee capsules, which the Directors expect to continue. Polymer prices remain volatile as witnessed during the last half year when they rose to record levels. The majority of these increases have however been passed through to the customer base. The Directors believe that the Group has enhanced its competitive position significantly over the last two years and is well positioned to deliver growth both through its strategy of enhancing capabilities and increasing geographical expansion, as well as by benefiting from any economic recovery across its markets.

Superfos

Superfos has continued to trade profitably in the context of wider global economic conditions, as a result of defensive product characteristics. Superfos' results are impacted by the price of the raw materials that it purchases, particularly polypropylene. The price of polypropylene is volatile and ultimately influenced by the balance of supply and demand and oil prices. Although Superfos generally has the ability to pass on input price variations to its customers, this "pass-through" typically lags behind the actual price movements, usually by approximately four months.

In the fourth quarter of the calendar year 2008, and into the early part of 2009, the purchase price per tonne of polypropylene fell significantly and rapidly as part of the wider macroeconomic impact of the financial crisis. As a result of this, Superfos was able to enjoy a period of significantly enhanced contribution margins in the first quarter of the 2009 calendar year as the selling price adjustments lagged behind the falling polymer prices.

The price of polypropylene recovered in the third quarter of 2009 but, after a period of relatively stable prices during the fourth quarter, has increased consistently in 2010. Whilst Superfos has been able to pass most of these price increases through to customers at specific points during the year, 2010 has nevertheless seen contribution margins fall due to the aforementioned time lag.

The combination of the beneficial time lag effect in 2009 and the adverse lag in 2010 is primarily responsible for a year-on-year reduction in contribution and hence EBITDA in Superfos. Superfos' sales and EBITDA before non-recurring items in the period 1 January to 30 September 2010 as stated in the unaudited Superfos internal management accounts, were €249.9 million and €36.3 million, respectively. In the same period in 2009 sales and EBITDA before non-recurring items were €224.5 million and €44.2 million, respectively.

The Board believes that Superfos will continue to occupy a strong market position as a result of its efficient and well-utilised manufacturing base, wide and innovative product range and high levels of customer service. The Board, therefore, is confident in the trading prospects and cash generation of Superfos in the current year and beyond.

6. Financial impact of the Acquisition and Rights Issue

The Board expects the Acquisition and Rights Issue to materially 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.

The Board estimates that the total pre-tax cost synergies from the Acquisition will be at least £10 million per annum (before integration costs as detailed below), to be achieved within the third full financial year of ownership. All synergies are expected to be reflected in the cash flow. These synergies are expected to be realised from cost reduction, principally through purchasing optimisation, as well as through the elimination of duplicate head office costs and other functions, efficiency savings, transfer of best practice and limited manufacturing rationalisation. 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 risks set out in the Risk Factors section of the Prospectus.

Realisation of synergies is expected to require a cash outlay of approximately £5 million to be incurred between Completion and the end of the first full financial year.

7. Debt Refinancing

RPC Group Plc and RPC Packaging Holdings entered into a £200 million multicurrency revolving and €130 million term facilities agreement on 15 December 2010 to mature in 2015 with among others Abbey National Treasury Services plc and HSBC Bank plc as arrangers, Barclays Corporate as original lender and Commerzbank AG, London Branch as agent. The purpose of the revolving credit facility is to refinance RPC's existing credit facilities and for general corporate purposes. The term facility is available for the Acquisition only.

8. Principal terms and conditions of the Rights Issue

The Company is proposing to raise approximately £85.3 million (net of expenses), by way of the Rights Issue. The Issue Price of 143 pence per New Ordinary Share, which is payable in full on acceptance by not later than 11.00 a.m. on 21 January 2011 represents a 47.8 per cent. discount to the closing middle market price of RPC per Ordinary Share on 15 December 2010 (being the last business day before the announcement by RPC of the Rights Issue) and a 35.4 per cent. discount to the Theoretical Ex-Rights Price of RPC per Ordinary Share based on that closing price, adjusted for the 2010 Interim Dividend of 3.4 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 31 December 2010. 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 62,069,640 New Ordinary Shares by way of the Rights Issue to Qualifying Shareholders at 143 pence per new Ordinary Share payable in full on acceptance. The Rights Issue will be on the basis of:

5 New Ordinary Shares for every 8 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 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. New Ordinary Shares representing fractional entitlements will not be allotted to Qualifying Shareholders but will be aggregated and, if possible, sold in the market. The net proceeds of such sales (after deduction of expenses) will be aggregated and will ultimately accrue for the benefit of the Company.

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, save that they will not carry the right to the 2010 Interim Dividend.

The Rights Issue is conditional upon, amongst other things:

(a) the Acquisition Agreement not having been terminated, and the Acquisition not ceasing to be capable of completion in accordance with the terms of the Acquisition Agreement prior to Admission;

(b) the passing of the Resolutions at the Extraordinary General Meeting without amendment (or with such amendments as the Joint Sponsors and the Company may agree);

(c) the Company having applied to Euroclear UK & Ireland for admission of the Nil Paid Rights and Fully Paid Rights to CREST as participating securities and no notification having been received from Euroclear UK & Ireland 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. on 7 January 2011 (or such later time and/or date as the Joint Sponsors and the Company may agree, being not later than 8.00 a.m. on 14 January 2011); and

(e) the Underwriting Agreement becoming unconditional in all respects 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 of the Acquisition and that, subsequent to the Rights Issue becoming wholly unconditional, the Acquisition could fail to complete.

Clearances will be sought from the relevant competition authorities in France, Germany, Norway, Spain and Tunisia. 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 France, Germany, Norway or Spain, the Acquisition may not complete. In the event that the Acquisition does not complete, RPC will use the proceeds of the Rights Issue for general corporate purposes and (where possible) acquisitions that fulfil the Company's clear strategic objectives. To the extent that after six months following Admission, opportunities for such acquisitions 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 will be made to the FSA 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, on 7 January 2011.

The Underwriters, as agents for the Company, 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 143 pence per share.

Based on the share capital of the Company on 15 December 2010 (the latest practical date before the posting of this announcement), up to 62,069,640 New Ordinary Shares will be offered pursuant to the Rights Issue and this number of New Ordinary Shares has been underwritten by the Underwriters. If, as at the Record Date, further Ordinary Shares have been issued pursuant to the exercise of any options under 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 21 January 2011.

9. Directors' Intentions

The Directors currently beneficially own, in aggregate, 2,118,017 Ordinary Shares representing approximately 2.13 per cent., of the ordinary share capital of the Company and, subject as described below in respect of Ron Marsh, currently intend to take up (or procure the taking up of) their entitlement to New Ordinary Shares in full. Ron Marsh intends to invest £100,000 towards New Ordinary Shares. As to the balance of the New Ordinary Shares to which he is entitled, he intends to sell sufficient of his Nil Paid Rights during the period for the trading of Nil Paid Rights to meet the costs of taking up the remainder of his entitlements to New Ordinary Shares under the Rights Issue.

10. Extraordinary General Meeting

An Extraordinary General Meeting is to be held at Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA on 6 January 2011 at 12.00 p.m. The purpose of this meeting is to consider and, if thought fit, pass the Acquisition Resolution and the Rights Issue Resolutions, in each case as set out in the Notice of Extraordinary General Meeting. Shareholders are being asked to vote on the Rights Issue Resolutions in order to provide the Directors with the necessary authority and power under the 2006 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 is to authorise the Directors pursuant to section 551 of the 2006 Act to allot shares and grant rights to subscribe for, or convert any security into, shares up to an aggregate nominal amount of £3,103,482 in connection with the Rights Issue, representing approximately 62.5% per cent. of the existing issued share capital of the Company. The authority and power conferred by the first and second Resolutions 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 and second Resolutions are supplementary to the existing authority granted at the Company's annual general meeting on 21 July 2010.

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 to empower the Directors to allot equity securities for cash pursuant to the authority referred to in the first Resolution, as if section 561(1) of the Act did not apply to such allotment in connection with the Rights Issue.

Third Resolution

The third Resolution is to approve the Acquisition pursuant to the requirements of Listing Rule 10.5.

11. Shareholder intentions

Aberforth Partners LLP, which manages on behalf of its clients shares of approximately 13.5 per cent. of the ordinary share capital of the Company as at 15 December 2010 (being the last practicable date prior to the publication of this document), has irrevocably undertaken to vote the Ordinary Shares over which it exercises discretionary and voting control (representing approximately 9.65 per cent. of the ordinary share capital of the Company as at 15 December 2010 (being the last practicable date prior to the publication of this document)) or such lesser number of shares over which Aberforth Partners LLP exercises discretionary and voting control at the time of the Extraordinary General Meeting in favour of the Acquisition Resolution and Rights Issue Resolutions.

12. Recommendation

The Board, which has received financial advice from Rothschild, considers the Resolutions to be in the best interests of the Company and Shareholders as a whole. In providing advice to the Board, Rothschild has relied on the Directors' commercial assessment of the Rights Issue and the Acquisition.

Accordingly, the Board unanimously recommends that shareholders vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting as the Directors and persons connected to them intend to do in respect of their entire holdings.

DEFINITIONS

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

This announcement has been issued by and is the sole responsibility of RPC Group Plc.

This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of the Group in any jurisdiction.

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.

This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of RPC or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities. Neither the issue of this announcement nor any part of its contents constitutes an offer to sell or invitation to purchase any securities of RPC or any other entity or any persons holding securities of RPC and no information set out in this announcement or referred to in other written or oral information is intended to form the basis of any contract of sale, investment decision or any decision to purchase any securities in it. An investment decision must be made solely on the basis of the Prospectus. Copies of the Prospectus will be available from the registered office of RPC. The Prospectus will include a description of risk factors relevant to RPC.

This announcement is not for release, publication or distribution (directly or indirectly) into in the United States, Australia, Canada, Japan, South Africa or any other such jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. There will be no public offer of the securities mentioned herein in the United States, Australia, Canada, Japan or South Africa.

This announcement and any materials distributed in connection with this announcement may include statements that are, or may be deemed to be "forward-looking statements". The words "believe," "anticipate," "expect," "intend," "aim," "plan," "predict," "continue,""assume," "positioned,""may," "will," "should," "shall," "risk" and other similar expressions that are predictions of or indicate future events and future trends identify forward-looking statements. 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 including the Prospectus. 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 in the Prospectus. 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.

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. Except as required by FSMA, the Listing Rules, Disclosure Rules and Transparency Rules and or/the Prospectus Rules, the Company undertakes no obligation to update these forward-looking statements, and will not publicly release any revisions it may make to these forward-looking statements that may result from events or circumstances arising after the date of this announcement. 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. 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.

Apart from the responsibilities and liabilities, if any, which may be imposed upon Rothschild, J.P. Morgan Cazenove or Panmure Gordon by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, none of Rothschild, J.P. Morgan Cazenove and Panmure Gordon 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 Rights Issue or the Acquisition, 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 Rothschild, J.P. Morgan Cazenove and Panmure Gordon 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.

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