1st Aug 2016 14:35
NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
1 August 2016
RPC Group Plc
("RPC" or the "Company")
Scheme Effective
RPC, a leading international design and engineering company of plastic products for both packaging and selected non-packaging markets, notes the announcement by British Polythene Industries PLC ("BPI") earlier today that, following delivery of the order from the High Court of Justice in England & Wales to the Registrar of Companies, the scheme of arrangement implementing the recommended cash and share offer by the Company for the entire issued and to be issued share capital of BPI (the "Offer") has now become effective in accordance with its terms and the entire issued and to be issued share capital of BPI is now owned by RPC.
As part of the Offer, a total of 16,505,511 ordinary shares of 5 pence each in the share capital of RPC (the "Consideration Shares") will be issued and allotted to former BPI shareholders. Applications have been made to the Financial Conduct Authority (the "FCA") and the London Stock Exchange for admission of the Consideration Shares to listing on the premium listing segment of the Official List maintained by the FCA and to trading on the Main Market of the London Stock Exchange (together, "Admission"). Admission is expected to take place on Tuesday, 2 August 2016 at 8.00 a.m. (London time) and the Consideration Shares will rank pari passu with the existing ordinary shares of 5 pence each in the share capital of the Company.
For further information, please contact: | |
RPC Group Plc: | +44 (0)1933 410064 |
Pim Vervaat, Chief Executive | |
Simon Kesterton, Group Finance Director | |
Rothschild - Financial Adviser: | +44 (0)20 7280 5000 |
Charles Montgomerie | |
Yuri Shakhmin | |
Nathalie Ferretti | |
FTI Consulting: | +44 (0)20 3727 1340 |
Richard Mountain | |
Nick Hasell | |
ENDS
This announcement is 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 any country, state, territory or jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document. The Consideration Shares referred to herein (including by reference) 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 Consideration Shares mentioned herein (including by reference) in any country, state, territory or jurisdiction.
Rothschild, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom is acting solely for the Company in relation to 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 Acquisition or any other matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Rothschild, by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Rothschild does not accept 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, 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. 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.
Related Shares:
Rpc Group