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RPC Rpc Group Plc

792.60
0.00 (0.00%)
19 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Rpc Group Plc LSE:RPC London Ordinary Share GB0007197378 ORD 5P
  Price Change % Change Share Price Shares Traded Last Trade
  0.00 0.00% 792.60 0.00 01:00:00
Bid Price Offer Price High Price Low Price Open Price
792.40 792.60
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
  -
Last Trade Time Trade Type Trade Size Trade Price Currency
- O 0 792.60 GBX

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Posted at 25/4/2019 23:19 by jeffian
That's not going to happen!

"If any dividend and/or other form of capital return or distribution is announced, declared, made or paid by RPC in respect of RPC Shares prior to the Effective Date, the Consideration payable in respect of each RPC Share under the Acquisition will be reduced by the amount of all or part of any such dividend and/or other form of capital return or distribution (although RPC Shareholders will be entitled to receive and retain that dividend (or other distribution))."
Posted at 17/4/2019 18:04 by phillis
whizzer

Whilst we wait for the last rites explain your post if you will (can)

"A Share-Swap is not a cash transaction, it is a synergy risk which in this instance is shared by Berry and RPC. The ratio difference between the Berry share price and the RPC share price is then applied to the share exchange between the two companies. The £8 sale referred to in P/N 3471 IMOP is a share exchange and not a cash sale.)

"
Posted at 15/4/2019 14:59 by billywhizz1
Can't see an answer offered to my post 3487, so I'll give one:

A Share-Swap is not a cash transaction, it is a synergy risk which in this instance is shared by Berry and RPC. The ratio difference between the Berry share price and the RPC share price is then applied to the share exchange between the two companies. The £8 sale referred to in P/N 3471 IMOP is a share exchange and not a cash sale.
Posted at 01/4/2019 12:07 by jeffian
Yes.

As ever, the outcome is entirely in the hands of the institutions and I'm not particularly hopeful that they will resist this rather miserly offer. The largest holder, Standard Life, started this process by pretty well publicly inviting offers and also signalled that the acquisition strategy was compromised both by the Northern Trust accounting innuendos and the consequent low share price, so they must be minded to take the money and run. If the bid fails, the share price will undoubtedly suffer in the short term and with Management's growth-by-acquisition strategy blown out of the water, where would they go from here?

Like Phillis, I'm trying to see this as a win/win where either we soldier on as we were, or we get forced to take the cash and move on.
Posted at 20/3/2019 09:38 by bouleversee
redartbemud left out the following which was included in the statement:

"On 23 January 2019, in connection with the final cash offer for RPC by Rome UK Bidco Limited ("Rome Bidco"), Rome Bidco received irrevocable undertakings from each of Pim and Simon in respect of the shares held by them (and their close relatives) to vote (or to use their reasonable endeavours to procure votes) in favour of Rome Bidco's offer and not to sell or transfer any RPC shares held by them (the "Irrevocable Undertakings"). On 19 March 2019, Rome Bidco agreed to release 240,000 RPC shares beneficially held by Pim and 65,000 RPC shares beneficially held by Simon from the Irrevocable Undertakings. The Irrevocable Undertakings continue to apply in respect of 200,000 retained RPC shares beneficially held by Pim, 28,151 retained RPC shares beneficially held by Simon and all the RPC shares held by Simon's close relatives listed in his Irrevocable Undertaking. For the purposes of Rule 2.10(c) of the Code, Rome Bidco has consented to the release of this announcement."


Berry must be very confident of getting a yes vote and that nobody else is on the horizon with a better offer. However, the share price is now below the offer price so what is going on here? What took the price up first thing today?
Posted at 20/3/2019 08:40 by redartbmud
RPC Group plc ("RPC") has been notified by Pim Vervaat, Chief Executive Officer, that he intends on or after 21 March 2019 to sell 240,000 ordinary shares in the capital of RPC. Pim intends to use part of the proceeds of the sale to satisfy payment of capital gains tax in the Netherlands, to possibly finance a residential property purchase and to diversify his portfolio exposure. Following the share sale, Pim will retain 200,000 RPC shares.



RPC has also been notified by Simon Kesterton, Group Finance Director, that he intends on or after 21 March 2019 to sell 65,000 ordinary shares in the capital of RPC. Simon intends to use the proceeds to diversify his portfolio exposure and to pay down debt. Following the share sale, Simon (when taken together with his close relatives) will retain 110,592 RPC shares.


Big vote of confidence for the Company and the Berry deal:-(
What a load of cobblers, as reasons for the sales.
Posted at 20/2/2019 15:49 by whatsyourgame
It's difficult to imagine that Berry will offer a top dollar price. Why would they when Apollo are unable to counter bid (thanks to their own self imposed "final" offer wording) and the RPC BoD are hardly in a position to reject terms which are better than those they have already recommended. My own guess, should they decide to proceed, is an opening shot of around 825p to test shareholders' resolve, upping this to a final 850p if necessary.
So compared with today's 795p share price, I see a worst case loss of 85p with the share price falling back to 710p and a best case profit of 55p with shareholders being taken out at 850p.
Hmmm .... tricky, but I'm sticking with it at least for now.
Posted at 19/2/2019 08:20 by crowdie
RPC Group announces publication and posting of Scheme Document
Tuesday, February 19, 2019 07:18:05 AM (GMT)

• On 23-Jan, the boards of RPC Group and Rome UK Bidco Limited announced that they had reached agreement on the terms of a recommended cash acquisition by the Bidder of RPC's entire issued and to be issued ordinary share capital , to be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
• RPC announces that a circular containing, amongst other things, a letter from the Chairman of RPC, the full terms and conditions of the Scheme, a statutory explanatory statement, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the action to be taken by RPC Shareholders, together with the related Forms of Proxy, is being published and sent today to RPC Shareholders
Posted at 12/2/2019 20:05 by sogoesit
From BearBull in the IC:
Title: Ignoring Apollo.
“When a master of the universe speaks, you listen. It’s not just that the New York-based private-equity firm Apollo Global (US:APO) names itself after Greek mythology’s most important god; it’s more that the $250bn (£192bn) fund manager was founded by a real ‘master of the universe’ – Leon Black, a legendary figure in the US finance industry, although certainly not a mythical one, who was the right hand of Michael Milken, the 1980s junk-bond king. While Mr Milken ended up in prison, Mr Black founded Apollo and became even more fabulously wealthy than his one-time mentor.

Thus Apollo spake unto the directors of the UK’s second-biggest packaging group, RPC (RPC), who were keen to sell their company. Apollo said it would make a distinctly low-ball offer – 782p a share in cash; but they had better take it or leave it because it was the only one the firm would make.

RPC’s directors gave a breathless “oh yes, please” and recommended Apollo’s offer. This has hacked off some of RPC’s institutional shareholders because the offer does look pretty unexciting. However, there is now a second suitor talking to the maker of stuff such as bottles for Heinz tomato ketchup and tins for Dulux paints – Berry Global (US:BERY), a packaging group floated by Apollo in 2012 and in which it still has a stake.

The background is the directors’ conviction that RPC must grow by acquisition. And the clear inference in their unconvincing recommendation of Apollo’s offer is that they feel that listed status shackles the group. Or, as they put it, “differing investor views on the appropriate level of leverage have been a constraint on RPC’s opportunities and growth”.

Without a counterfactual, we can never know, yet that statement does not readily tally with the facts. These past five years RPC has binged on acquisitions. It’s hard to imagine that its bosses could have done more without biting off more than they could chew.

Spending on acquisitions has dwarfed any other category of capital allocation, especially its internal equivalent, growth by capital spending. In the five years to 2013-18, capex totalled a bit more than depreciation – £680m against £574m – but that compares with almost £2.1bn cash spent on acquisitions. Meanwhile, almost all the funds for this growth were sourced externally. Cumulatively, RPC generated free cash of just £327m in that period while it raised just over £2bn in almost equal amounts of debt and equity.

Clearly, this leveraging has had the desired effect on performance. RPC has become a more productive beast – in 2017-18, gross profits per employee were 13 per cent higher than five years earlier even though employee numbers had more than tripled. In the same period, revenues rose by the same proportion while pre-tax profits quintupled to £317m and basic earnings quadrupled to 62p. Even the dividend, whose movements should be comparatively staid yet reliable, doubled to 28p.

True, free cash – arguably the best long-term measure of profitability – is lagging. It came in at 35p per share in 2017-18, barely more than half the accounting earnings figure. It is feasible to ascribe that to RPC’s acquisition-driven growth, sucking working capital, interest and cash taxes out of the group. Yet even free cash has been moving strongly in the right direction. In increments of approaching £50m a year, it went from nothing to £145m in the three years to 2017-18.

Besides, there is nothing wrong with RPC’s basic aim of growing by acquisition. On the contrary, in a low-growth industry such as packaging, where fixed costs are high and economies of scale especially powerful, it seems the one to pursue.

So why do RPC’s bosses seem so miffed? Quite likely because the share price has responded indifferently to their efforts. At its current 793p, it is 26 per cent lower than its peak two years ago. That said, it is still 50 per cent higher than it was five years ago, which compares with a gain of just 11 per cent from the FTSE All-Share index.

Not surprisingly, they see the solution in the arms of private equity where they can run RPC “without the costs, constraints and distractions associated with being a listed company”, as they say in the offer document. And there is the point – which somehow doesn’t get mentioned in the document – that they may well have the prospect of making even more moolah with RPC being private-equity owned than as a listed company.

Yet this brings little benefit to the people who currently employ them – RPC’s shareholders. All that Apollo’s bid offers them is a miserly 14 per cent uplift on the share price immediately before the directors announced they were in bid talks last September and an exit earnings multiple way below the average of RPC’s global peer group – 10.7 times forecast earnings against 14 times. True, the arrival of Berry Global may improve the exit returns, but don’t expect a bidding war – as Apollo’s offer is final it can’t be raised without special permission from the Takeover Panel.

In which case, RPC’s shareholders may have to make the best of a bad job. That would mean persuading New-York-listed Berry Global to include an equity component in any offer it makes, which would allow them to share in the future gains accruing from RPC’s acquisition strategy. Failing that, they should tell RPC’s bosses to stop whingeing, get on with the good work and don’t listen to masters of the universe.“
Posted at 07/2/2019 15:04 by billywhizz1
Just by way of further explanation that persuaded me to take the gamble.

I spotted that acceptance support for Apollo’s bid was rapidly falling and
on the premise that others may now follow this growing trend, I decided to take the risk

Some of the larger pension companies like Royal London (1.34% holding),
have publicly stated that they would support a Berry bid, and would vote against the Apollo deal.

Also, Eminence are in the process of to tanking their ‘letter of intent support’ to Apollo.At the end of January, RPC agreed terms with Apollo Global for a £3.32 billion cash offer for the company. As I say, Apollo previously this letter of intent from Eminence, (one of the main shareholder’s of RPC) to vote in favour of the acquisition in respect of a total of 3.0 million RPC shares.
At the beginning of February, Eminence informed Apollo it had sold 726,169 shares. Since then Eminence has sold another 1.1 million RPC shares. Therefore, Apollo's letter of intent from Eminence now remains valid for a total of 1.1 million RPC shares, or 0.3% of RPC's share capital.
Big drop aye.

However, no matter hope I dress it up, it’s still a gamble and probably a 'Mad One' at that.
Rpc share price data is direct from the London Stock Exchange

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