RPC Group PLC Results of rump placing (9146X)

TIDMRPC

RNS Number : 9146X

RPC Group PLC

27 February 2017

THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA 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 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. COPIES OF THE PROSPECTUS ARE AVAILABLE FROM THE REGISTERED OFFICE OF RPC GROUP PLC AND ON ITS WEBSITE AT WWW.RPC-GROUP.COM.

27 February 2017

For immediate release

RPC Group Plc

("RPC" or the "Company")

Results of rump placing

Following the announcement earlier today regarding valid acceptances under the Rights Issue announced by RPC on 9 February 2017, RPC confirms that Deutsche Bank and Jefferies have procured subscribers for all the remaining 3,455,880 New Ordinary Shares for which valid acceptances were not received, representing approximately 4 per cent. of the total number of New Ordinary Shares, at a price of 905.0 pence per New Ordinary Share.

The net proceeds from the placing of such New Ordinary Shares (after the deduction of the Issue Price of 665 pence per New Ordinary Share and the expenses of procuring subscribers including any brokerage and commissions and value added tax thereon) will be paid (without interest) to Shareholders who have not taken up their entitlements pro rata to their lapsed provisional allotments, save that individual amounts of less than GBP5 will not be paid to such persons but will be aggregated and retained for the benefit of RPC. Cheques in respect of any such amounts are expected to be despatched to the relevant Shareholders by no later than 10 March 2017.

Total Voting Rights

Following the allotment of New Ordinary Shares to reflect shares for which Deutsche Bank and Jefferies have procured subscribers, the Company's issued share capital consists of 414,773,436 Ordinary Shares of 5 pence each. The Company does not hold any Ordinary Shares in treasury. Therefore, as at 27 February 2017, the total number of voting rights in the Company is 414,773,436. This figure may be used by Shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change of their interest in, the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

 
 For further information, please 
  contact: 
 
                                          +44 (0)1933 
 RPC Group Plc:                            410064 
 Pim Vervaat, Chief Executive 
 Simon Kesterton, Group Finance 
  Director 
 
 Rothschild - Financial Adviser           [phone] 
  and Sponsor:                             5000 
 Charles Montgomerie 
 Yuri Shakhmin 
 Nathalie Ferretti 
 
 Deutsche Bank - Joint Global             [phone] 
  Co-ordinator and Joint Bookrunner:       8000 
 Charles Wilkinson 
 Jimmy Bastock 
 Lorcan O'Shea 
 Mark Hankinson 
 
 Jefferies - Joint Global Co-ordinator    [phone] 
  and Joint Bookrunner:                    8000 
 Chris Zeal 
 Antonia Rowan 
 Harry Nicholas 
 Lee Morton 
 
                                          [phone] 
 BofA Merrill Lynch - Co-Bookrunner:       1000 
 Peter Luck 
 Dennis Wierer 
 Edward Stratton 
 Daniel Norman 
 
                                          [phone] 
 FTI Consulting:                           1340 
 Richard Mountain 
 Nick Hasell 
 

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. The Prospectus gives further details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights offered pursuant to the Rights Issue. A copy of the Prospectus is available from the registered office of RPC and on RPC's website at www.rpc-group.com. However, the Prospectus is not, subject to certain exceptions, 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 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 for sale, or the solicitation of an offer to purchase, any securities in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold or transferred in the United States absent registration under the Securities Act or pursuant to an available exemption from, or in 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 securities in the United States will be made only to a limited number of "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the Securities Act pursuant to an exemption from 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, 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 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 does not contain or constitute an offer to sell, or the solicitation of an offer to purchase, any 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.

RPC will comply with its obligations to publish updated information as required by FSMA, the Market Abuse Regulation, the Listing Rules, the Disclosure Guidance 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.

N M Rothschild & Sons Limited ("Rothschild") is authorised and regulated in the United Kingdom by the FCA. Deutsche Bank AG, London Branch ("Deutsche Bank"), is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority (the "PRA"). It is subject to supervision by the European Central Bank and BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and the FCA. Jefferies International Limited ("Jefferies") is authorised and regulated in the United Kingdom by the FCA. Merrill Lynch International ("BofA Merrill Lynch") is authorised by the PRA and regulated in the United Kingdom by the FCA and PRA. Each of Rothschild, Deutsche Bank, Jefferies and BofA Merrill Lynch (together, the "Banks") is acting solely for RPC in relation to the Rights Issue and nobody else and will not be responsible to anyone other than RPC for providing the protections afforded to their respective clients nor for providing advice in relation to 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 RPC, the New Ordinary Shares 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 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.

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February 27, 2017 05:03 ET (10:03 GMT)