TIDMBERY
RNS Number : 9778D
RPC Group PLC
01 July 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY AND INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
FOR IMMEDIATE RELEASE
1 July 2019
RECOMMED CASH ACQUISITION
of
RPC GROUP PLC
by
BERRY GLOBAL INTERNATIONAL HOLDINGS LIMITED
an indirect wholly--owned subsidiary of Berry Global Group, Inc.
("Berry")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
ANNOUNCEMENT IN RESPECT OF RPC GROUP PLC SCHEME OF
ARRANGEMENT
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 8 March 2019, the boards of RPC Group Plc ("RPC" or the
"Company") and Berry Global International Holdings Limited ("Berry
Bidco") announced that they had reached agreement on the terms of a
recommended cash acquisition by Berry Bidco of RPC's entire issued
and to be issued ordinary share capital (the "Acquisition") at a
price of 793 pence in cash for each RPC Share, to be effected by
way of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006 (the "Scheme"). The scheme circular in
relation to the Acquisition was posted to RPC Shareholders on 26
March 2019 (the "Scheme Document").
On 28 June 2019, RPC announced that the High Court of Justice in
England and Wales had sanctioned the Scheme at the Court Sanction
Hearing.
RPC and Berry Bidco are pleased to announce that, following the
delivery of the Court Order to the Registrar of Companies today,
the Scheme has now become effective in accordance with its terms
and the entire issued and to be issued share capital of RPC is now
owned by Berry Bidco.
A Scheme Shareholder on the register of members of RPC at the
Scheme Record Time, being 6.00 p.m. (London time) on 28 June 2019,
will be entitled to receive 793 pence in cash for each Scheme Share
held. Settlement of the consideration to which any Scheme
Shareholder is entitled will be effected (i) by way of the despatch
of cheques or, in certain circumstances, by electronic bank
transfer or (ii) the crediting of CREST accounts (for Scheme
Shareholders holding Scheme Shares in certificated form and in
uncertificated form respectively) as soon as practicable and in any
event not later than 14 days after the Effective Date, as set out
in the Scheme Document.
Following an application by RPC, the UK Listing Authority has
cancelled the listing of RPC Shares on the premium segment of the
Official List and the London Stock Exchange has cancelled the
trading of RPC Shares on the London Stock Exchange's main market
for listed securities, in each case with effect from 8.00 a.m.
(London time) today, 1 July 2019.
As the Scheme has now become effective, RPC announces that each
of Jamie Pike, Pim Vervaat, Simon Kesterton, Lynn Drummond, Ros
Rivaz, Kevin Thompson and Godwin Wong have tendered their
resignations and will step down from the RPC Board as of today's
date.
Full details of the Acquisition are set out in the Scheme
Document. Capitalised terms used but not otherwise defined in this
announcement (the "Announcement") have the meanings given to them
in the Scheme Document.
In accordance with Rule 26.1 of the Takeover Code, a copy of
this Announcement will be available on the website of RPC at
www.rpc-group.com/corporate/investors and Berry's website at
http://ir.berryglobal.com by no later than 12.00 p.m. (London time)
on the Business Day following this Announcement.
Enquiries
RPC Group Plc +44 (0) 1933 410064
Nick Giles, Company Secretary
Andrew Collins, Investor Relations Manager
Rothschild & Co (Joint Lead Financial Adviser +44 (0) 20
7280 5000
and Rule 3 Adviser to RPC)
Robert Leitão
David Weinberg
Mohammed Moolla
Credit Suisse (Joint Lead Financial Adviser to RPC) +44 (0) 20
7888 8888
Cathal Deasy
Joe Hannon
Karl Montfort
Evercore (Joint Lead Financial Adviser to RPC) +44 (0) 20 7653
6000
Anthony Laubi
Jefferies (Corporate Broker and Financial Adviser to RPC) +44 (0) 20 7029 8000
Christopher Binks
Shaun Anadkat
Deutsche Bank (Corporate Broker and Financial Adviser to RPC) +44 (0) 20 7545 8000
Charles Wilkinson
Richard Sheppard
FTI Consulting (PR Adviser to RPC) +44 (0) 20 3727 1340
Richard Mountain
Nick Hasell
Berry Global Group, Inc. +1 812 306 2964
Dustin M. Stilwell
Goldman Sachs International (Joint Lead Financial Adviser to Berry) +44 (0)207 774 1000 /
Mark Sorrell +1 212 902 1000
Colin Convey
Owain Evans
Jimmy Bastock (Corporate Broking)
Wells Fargo Securities (Joint Lead Financial Adviser to Berry) +44 (0)207 149 8100 /
Sam Small +1 704 410 1147
Paul Wren
Chris Tucker
Brandon Coffey
J.P. Morgan Securities (Financial Adviser to Berry) +44 (0)207
742 4000
James Deal
Notice related to financial advisers
N M Rothschild & Sons Limited ("Rothschild & Co"), which
is authorised and regulated by the Financial Conduct Authority in
the United Kingdom, is acting exclusively for RPC and for no one
else in connection with the subject matter of this Announcement and
will not be responsible to anyone other than RPC for providing the
protections afforded to its clients or for providing advice in
connection with the subject matter of this Announcement.
Credit Suisse International ("Credit Suisse"), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting as financial adviser exclusively for RPC
and no one else in connection with the matters set out in this
Announcement and will not be responsible to any person other than
RPC for providing the protections afforded to clients of Credit
Suisse, nor for providing advice in relation to the content of this
Announcement or any matter referred to herein. Neither Credit
Suisse nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Credit Suisse in
connection with this Announcement, any statement contained herein
or otherwise.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting as financial adviser exclusively for RPC
and for no one else in connection with matters set out in this
Announcement, and will not be responsible to anyone other than RPC
for providing the protections afforded to clients of Evercore, nor
for providing advice in relation to matters referred to herein.
Neither Evercore nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract or in
tort, under statute or otherwise) to any person who is not a client
of Evercore in connection with this Announcement, any statement
contained therein or otherwise.
Jefferies International Limited ("Jefferies"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting for RPC and no one else in connection
with the matters set out in this Announcement. In connection with
such matters, Jefferies will not regard any other person as their
client, nor and will not be responsible to anyone other person than
RPC for providing the protections afforded to clients of Jefferies
or for providing advice in relation to the contents of this
Announcement or any other matter referred to herein. Neither
Jefferies nor any of its subsidiaries, affiliates or branches owes
or accepts any duty, liability or responsibility whatsoever
(whether direct, indirect, consequential, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Jefferies in connection with this Announcement, any statement
contained herein or otherwise.
Deutsche Bank AG is authorised under German Banking Law
(competent authority: European Central Bank) and, in the United
Kingdom, by the Prudential Regulation Authority. It is subject to
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 Prudential Regulation
Authority and Financial Conduct Authority. Neither Deutsche Bank
AG, London Branch ("Deutsche Bank") nor any of its subsidiaries,
branches or affiliates will be responsible to any person other than
RPC for providing any of the protections afforded to clients of
Deutsche Bank nor for providing advice in relation to any matters
referred to in this Announcement. Neither Deutsche Bank nor any of
its subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Deutsche Bank in connection with this
Announcement, any statement contained herein, or otherwise.
Deutsche Bank is acting as financial adviser and corporate broker
to RPC and no other person in connection with the contents of this
Announcement.
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
UK, is acting exclusively for Berry and no one else in connection
with the Acquisition and will not be responsible to anyone other
than Berry for providing the protections afforded to clients of
Goldman Sachs International nor for providing advice in relation to
the Acquisition or any other matters referred to in this
Announcement.
Wells Fargo Securities, a subsidiary of Wells Fargo &
Company, which is authorised by the Securities and Exchange
Commission and regulated by the Financial Industry Regulatory
Authority and the Securities and Exchange Commission in the USA, is
acting exclusively for Berry and no one else in connection with the
Acquisition and will not be responsible to anyone other than Berry
for providing the protections afforded its client nor for providing
advice in relation to the Acquisition or any other matters referred
to in this Announcement.
J.P. Morgan Securities LLC ("J.P. Morgan Securities") is
authorized by the U.S. Securities and Exchange Commission and
regulated by the Financial Industry Regulatory Authority and the
U.S. Securities and Exchange Commission. J.P. Morgan Securities is
acting exclusively as financial adviser to Berry and no one else in
connection with the matters set out in this Announcement and will
not regard any other person as its client in relation to the
matters set out in this Announcement and will not be responsible to
anyone other than Berry for providing the protections afforded to
its client, nor for providing advice in relation to the contents of
this Announcement or any other matter referred to herein.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of, any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise nor shall
there be any sale, issuance or transfer of securities by RPC in any
jurisdiction in contravention of applicable law.
The Acquisition will be implemented solely by means of the
Scheme Document (or if the Acquisition is implemented by way of a
Takeover Offer, the offer document), which contains the full terms
of the Acquisition.
Each RPC Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
The release, publication or distribution of this Announcement
in, into or from jurisdictions other than the UK may be restricted
by law and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable legal or regulatory requirements. In
particular, the ability of persons who are not resident in the UK
to vote their RPC Shares at the Court Meeting and/or the General
Meeting, or to appoint another person as proxy to vote at the Court
Meeting and/or the General Meeting on their behalf, may be affected
by the laws of the relevant jurisdictions in which they are
located.
Any failure to comply with applicable restrictions or
requirements may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
This Announcement has been prepared for the purposes of
complying with English law, including the Takeover Code, and the
information disclosed may not be the same as that which would have
been disclosed if this Announcement had been prepared in accordance
with the laws of jurisdictions outside of England.
Copies of this Announcement and formal documentation relating to
the Acquisition will not be, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction or any jurisdiction where
to do so would violate the laws of that jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in, into or from any Restricted Jurisdiction. Doing so may
render invalid any related purported vote in respect of the
Acquisition. If the Acquisition is implemented by way of a Takeover
Offer (unless otherwise permitted by applicable law or regulation),
the Takeover Offer may not be made, directly or indirectly, in or
into or by use of the mails or any other means or instrumentality
(including, without limitation, facsimile, email or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted
Jurisdiction.
Further details in relation to RPC Shareholders who are resident
in, ordinarily resident in, or citizens of, jurisdictions outside
the United Kingdom are contained in the Scheme Document.
Additional information for US investors
The Acquisition is being made to acquire the securities of an
English company by means of a scheme of arrangement provided for
under English law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the US Exchange Act. Accordingly, the
Scheme will be subject to disclosure requirements and practices
applicable in the UK to schemes of arrangement, which are different
from the disclosure requirements of the US tender offer and proxy
solicitation rules and the US Securities Act. The financial
information included in this Announcement and the Scheme Document
has been or will have been prepared in accordance with IFRS and
thus may not be comparable to financial information of US companies
or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US. If Berry
Bidco exercises its right to implement the acquisition of RPC
Shares by way of a Takeover Offer, such offer will be made in
compliance with applicable US laws and regulations including under
applicable United States state and local law, as well as foreign
and other, tax laws.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its RPC Shares pursuant to the
Scheme will likely be a taxable transaction for US federal income
tax purposes and under applicable US state and local tax laws. Each
RPC Shareholder is urged to consult his independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to them.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Berry
Bidco and RPC are located primarily in a non-US jurisdiction, and
some or all of their officers and directors may be residents of a
non-US jurisdiction. US holders of RPC Shares may not be able to
sue a non-US company or its officers or directors in a non-US court
for violations of US securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves
to the jurisdiction and judgment of a US court.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Berry Bidco or its nominees, or
its brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, RPC Shares outside of
the US, other than pursuant to the Acquisition, until the date on
which the Acquisition and/or Scheme becomes effective, lapses or is
otherwise withdrawn. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to a Regulatory
Information Service and (if required) will be available on the
London Stock Exchange website at www.londonstockexchange.com.
Forward-looking statements
This Announcement and the Scheme Document contain statements
about Berry Bidco and RPC that are or may be deemed to be forward
looking statements. All statements other than statements of
historical facts included in this Announcement may be forward
looking statements. Without limitation, any statements preceded or
followed by or that include the words "targets", "plans",
"believes", "expects", "aims", "intends", "will", "may",
"anticipates", "estimates", "projects" or words or terms of similar
substance or the negative thereof, are forward looking statements.
Forward looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
Berry Bidco's or RPC's operations and potential synergies resulting
from the Acquisition; and (iii) the effects of government
regulation on Berry Bidco's or RPC's business.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements, including: increased competition, the loss of
or damage to one or more key customer relationships, changes to
customer ordering patterns, delays in obtaining customer approvals
for engineering or price level changes, the failure of one or more
key suppliers, the outcome of business or industry restructuring,
the outcome of any litigation, changes in economic conditions,
currency fluctuations, changes in interest and tax rates, changes
in raw material or energy market prices, changes in laws,
regulations or regulatory policies, developments in legal or public
policy doctrines, technological developments, the failure to retain
key management, or the timing and success of future acquisition
opportunities or major investment projects. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward looking statements, which speak only as of
the date hereof. Berry Bidco disclaims any obligation to update any
forward looking or other statements contained herein, except as
required by applicable law.
No profit forecasts or profits estimates
No statement in this Announcement is intended as a profit
forecast or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per ordinary share for RPC for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per RPC Share, as appropriate.
Dealing disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the Offer Period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th business
day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is or
becomes interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should consult the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
In accordance with the Takeover Code, normal United Kingdom
market practice and Rule 14e-5(b) of the US Exchange Act, Barclays
and its affiliates, Goldman Sachs International and J.P. Morgan
Securities will continue to act as exempt principal trader in RPC
securities on the London Stock Exchange. These purchases and
activities by exempt principal traders which are required to be
made public in the United Kingdom pursuant to the Takeover Code
will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
Publication on website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this Announcement will be available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions) on the website of RPC at
www.rpc-group.com/corporate/investors and Berry's website at
http://ir.berryglobal.com by no later than 12.00 p.m. (London time)
on the Business Day following this Announcement. Save as expressly
referred to in this Announcement, the contents of these websites
are not incorporated into and do not form part of this
Announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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