Enquiries:

Sam Small

Paul Wren

Chris Tucker

Brandon Coffey

James Deal

Nick Giles, Company Secretary
Andrew Collins, Investor Relations Manager

Charles Montgomerie
David Weinberg

Mohammed Moolla

Cathal Deasy
Joe Hannon
Karl Montfort

Anthony Laubi

Jonathan Wilcox
David Watkins

Charles Wilkinson
Richard Sheppard

Richard Mountain
Nick Hasell

Freshfields Bruckhaus Deringer LLP and Bryan Cave Leighton Paisner LLP are retained as legal advisers to Berry. Slaughter and May is retained as legal adviser to RPC.

Important Notices about Financial Advisers

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 plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom. J.P. Morgan Cazenove 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 clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to the contents of this Announcement or any other matter referred to herein.

Rothschild & Co, which is authorised and regulated by the FCA 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, which is authorised by the PRA and regulated by the PRA and the FCA 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, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively to RPC 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 shall not be responsible to anyone other than RPC for providing the protections afforded to clients of Evercore, or for providing advice in connection with the matters set out in this Announcement. 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, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this Announcement, any statement contained herein or otherwise.

Jefferies, which is authorised and regulated in the United Kingdom by the FCA, 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 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 PRA. 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 PRA and FCA. Neither 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.

Further Information

This Announcement is provided for information purposes only. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, exchange, 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 will there be any sale, issuance, exchange or transfer of securities of RPC pursuant to the Acquisition or otherwise in any jurisdiction in contravention of applicable law.

The Acquisition will be subject to English law and to the applicable requirements of the Takeover Code, the Panel, the Listing Rules, the London Stock Exchange and the UKLA.

The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of the Scheme or other response in relation to the Acquisition by RPC Shareholders should be made only on the basis of the information contained in the Scheme Document. RPC Shareholders are advised to read the Scheme Document (including the related Forms of Proxy) carefully once these become available because they will contain important information in relation to the Acquisition.

Berry Bidco reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the acquisition of the RPC Shares by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect, among other things, the change in structure by which the Acquisition is to be implemented and compliance with all applicable laws, including US securities laws.

Restricted Jurisdictions

The release, publication or distribution of this Announcement in, into or from jurisdictions other than the United Kingdom may be restricted by law and therefore any persons into whose possession this Announcement comes who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their RPC Shares with respect to the Scheme at the Court Meeting, to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf may be affected by the laws of the relevant jurisdiction in which they are located. Any failure to comply with such requirements or restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and other persons involved in the Acquisition disclaim any responsibility or liability for any violation of such restrictions by any person.

This Announcement has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation and the Disclosure and Transparency Rules 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 and regulations of jurisdictions outside England.

Unless otherwise determined by Berry or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. No person may vote in favour of the Acquisition by any use, means, instrumentality or form, and the Acquisition will not be capable of acceptance, from or within a Restricted Jurisdiction, if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction, where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from Restricted Jurisdictions, where to do so would violate the laws in that jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation) the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to RPC Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom will be contained in the Scheme Document.

Additional information for US investors

The Acquisition relates to the shares of a UK company and is being made by means of a scheme of arrangement provided for under the Companies Act. 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 Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules and the US Securities Act. If, in the future, Berry Bidco exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act. Financial information included in this Announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US GAAP.

The receipt of cash consideration by a US holder for the transfer of its RPC Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each RPC Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him, including under applicable United States state and local, as well as foreign and other, tax laws.

It may be difficult for US holders of RPC Shares to enforce their rights and any claim arising out of the US federal securities laws, since RPC is located primarily in a non-US jurisdiction, and some or all of its 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 the 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 United Kingdom 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 United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com .

In accordance with the Takeover Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Goldman Sachs International and J.P. Morgan Securities plc will continue to act as exempt principal traders 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.

Non-GAAP Financial Measures

This Announcement includes certain non - GAAP financial measures such as adjusted EBITDA to supplement, not substitute for, comparable measures. Investors are urged to consider carefully the comparable GAAP measures and the reconciliations to those measures provided in RPC’s financial statements and Berry’s earnings release, presentations, and SEC filings. Adjusted EBITDA is a non-GAAP financial measure used by management to measure performance of RPC’s and Berry’s operations (as applicable), and also among the criteria upon which performance-based compensation may be based. Adjusted EBITDA also is used by Berry’s lenders for debt covenant compliance purposes. Further information about RPC’s non-GAAP measures is available in RPC’s financial statements and further information about Berry’s non-GAAP measures is available on Berry’s website at http://ir.berryglobal.com/ .

Cautionary Note Regarding Forward Looking Statements

This Announcement contains certain “forward-looking statements” with respect to the financial condition, results of operations and business of RPC and certain plans and objectives of Berry with respect thereto. These statements are based on the current expectations of the management of Berry (or where expressly stated, the RPC Board) and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Scheme on Berry and RPC and the anticipated synergies to be realised from the Scheme, the expected timing and scope of the Scheme, and other statements other than historical facts.

Forward-looking statements include statements typically containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”, “anticipates”, “targets”, “estimates” and words of similar import. Although Berry or RPC (as applicable) believe that the expectations reflected in such forward-looking statements are reasonable, Berry or RPC (as applicable) can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements. These factors include: the ability of Berry and RPC to integrate the businesses successfully and to achieve anticipated synergies or benefits; local and global political and economic conditions; significant price discounting by competitors; changes in consumer habits and preferences; foreign exchange rate fluctuations and interest rate fluctuations (including those from any potential credit rating decline); legal or regulatory developments and changes; the outcome of any litigation; the impact of any acquisitions or similar transactions; competitive product and pricing pressures; success of business and operating initiatives; and changes in the level of capital investment. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.

Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Berry, Berry Bidco, any member of the Berry Group and RPC do not undertake any obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Disclosure requirements of the Takeover Code

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 pm (London time) on the 10 ^th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10 ^th 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 http://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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by RPC Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from RPC may be provided to Berry during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and Availability of Hard Copies

A copy of this Announcement and the documents required to be published by Rule 26 of the Takeover Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on RPC’s website at http://www.rpc-group.com/corporate/investors and Berry’s website at http://ir.berryglobal.com/possible-offer-rpc-group-plc-1 by no later than 12 noon (London time) on the Business Day following this Announcement. For the avoidance of doubt, neither the content of any website referred to in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.

RPC Shareholders may request a hard copy of this Announcement by: (i) contacting RPC Group Secretariat during business hours on +44 (0) 1933 410064 (lines are open from 9am to 5pm (London time), Monday to Friday (excluding public holidays in England and Wales), or (ii) by submitting a request by post to RPC Group Secretariat at Sapphire House, Crown Way, Rushden, Northamptonshire, NN10 6FB. If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this document will not be provided unless such a request is made. RPC Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

8 MARCH 2019

RECOMMENDED SUPERIOR CASH OFFER

for

RPC GROUP PLC

by

BERRY GLOBAL INTERNATIONAL HOLDINGS LIMITED

an indirect wholly-owned subsidiary of Berry Global Group, Inc.

to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

The boards of directors of Berry and RPC are pleased to announce that they have reached agreement on the terms of a recommended superior cash offer, to be made by Berry Bidco, pursuant to which Berry Bidco will acquire the entire issued and to be issued ordinary share capital of RPC. It is intended that the Acquisition will be effected by means of the Scheme.

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out below and in Appendix I and the full terms and conditions to be set out in the Scheme Document, each RPC Shareholder will be entitled to receive:

in respect of each RPC Share:     793 pence in cash (the Consideration )

The Consideration represents:

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 on or after the date of this Announcement and prior to the Effective Date, the Consideration payable in respect of each RPC Share under the Acquisition will be reduced by the gross amount of all or part of any such dividend and/or other form of capital return or distribution.

Berry Bidco (an indirect wholly-owned subsidiary of Berry) believes that the Acquisition of RPC will create a strong global leader in plastic packaging with enhanced growth opportunities.

The Combined Group will benefit from the following key characteristics:

Using Berry’s reported financials from the last 12 months as of 31 December 2018, and RPC’s reported financials from the last 12 months as of 30 September 2018, the Combined Group would have approximate sales of US$13 billion and adjusted EBITDA of US$2.4 billion (including US$150 million of annual synergies). The Acquisition is expected to provide significant value creation to Berry shareholders and is expected to be accretive to earnings and free cash flow metrics.

Berry has a track record of delivering strong and consistent free cash flow post acquisition as demonstrated by the acquisition of AVINTIV Inc., in 2015. Following the completion of the Acquisition Berry expects the Combined Group to de-lever quickly to a target of below 4.0x adjusted EBITDA.

The Consideration payable to RPC Shareholders pursuant to the terms of the Acquisition will be funded through third party debt incurred by the direct subsidiary of Berry and on-lent to Berry Bidco through intercompany loan arrangements. Such third party debt is to be provided under three interim credit agreements arranged by Goldman Sachs Bank USA and Wells Fargo Securities (or affiliates thereof).

Goldman Sachs International and Wells Fargo Securities, as joint lead financial advisers to Berry, are satisfied that sufficient cash resources are available to Berry Bidco to enable it to satisfy in full the Consideration payable to RPC Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

Pursuant to a firm offer announcement dated 23 January 2019, a final cash offer was made for the acquisition of the entire issued and to be issued ordinary share capital of RPC by Rome UK Bidco Limited, a company formed on behalf of funds managed by Apollo, by way of Court-sanctioned scheme of arrangement.

In light of the superior proposal put forward by Berry Bidco as compared to the Apollo Offer, the RPC Directors, who have been so advised by Rothschild & Co, Credit Suisse and Evercore as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their financial advice to the RPC Directors, Rothschild & Co, Credit Suisse and Evercore have taken into account the commercial assessments of the RPC Directors. Rothschild & Co. is providing independent advice to the RPC Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly:

RPC has a strong competitive position and an excellent reputation in the market. Whilst the RPC Board is confident in the long-term prospects of the business, it is also mindful of the risks to the business posed by the current political and macro-economic environment, amongst other factors, and as previously noted, differing investor views on the appropriate level of leverage have been a constraint on RPC’s opportunities and growth. In the view of the RPC Board, RPC’s share price had for some time prior to the commencement of the Offer Period undervalued both the fundamental performance and the prospects of the business.

In view of the considerations above, the RPC Board and its financial advisers considered the possibility of shareholder value being maximised through an offer for RPC and, as announced on 10 September 2018, RPC entered into discussions with a number of parties, including Apollo and Bain Capital.

These discussions were part of a competitive process conducted by the RPC Board. On 23 January 2019, the Apollo Offer was announced at a final offer price of 782.0 pence. RPC was subsequently approached by Berry and engaged with Berry regarding a potential cash offer by Berry for RPC, and this Announcement represents the culmination of that engagement. Berry’s cash offer delivers superior value to RPC’s shareholders than the Apollo Offer.

Having been so advised by its financial advisers, the RPC Board believes that the terms of the Acquisition, being the best and highest offer forthcoming to the RPC Board, are fair and reasonable.

Although the RPC Board is confident about RPC’s future prospects, the RPC Board considers that, in the absence of the Acquisition, it would be unlikely that RPC Shares would trade at the valuation levels implied by the Acquisition in the short to medium term. In addition, the Acquisition provides an opportunity for all RPC Shareholders to obtain liquidity for their investment.

In considering whether to recommend the Acquisition, the RPC Board took into account, inter alia , the following:

Following careful consideration, the RPC Board concluded that the terms of the Acquisition represent a superior offer for RPC Shareholders as compared with the Apollo Offer. Accordingly, the RPC Board has withdrawn its recommendation for the Apollo Offer and unanimously recommends the Acquisition to RPC Shareholders, as set out in paragraph 5 above.

Berry is a Fortune 500 global manufacturer and marketer of plastic packaging products. It has 140 facilities and approximately 24,000 employees across the world. For the financial year ended 29 September 2018, Berry’s revenue was US$7.9 billion. Berry is listed on the New York Stock Exchange and has a market capitalization of approximately US$6.7 billion as at 7 March 2019.

Berry Bidco is a newly incorporated company under the laws of England and Wales, formed by Berry, for the purpose of undertaking the Acquisition. Berry Bidco is an indirect wholly-owned subsidiary of Berry.

RPC is a leading international design and engineering company of plastic products for both packaging and selected non-packaging markets. RPC operates in 33 countries and employs approximately 25,000 people. RPC serves a wide range of customers, including many blue - chip organisations across food and non-food packaging, personal and healthcare and other segments, and has a strong track record of technical expertise and product innovation across multiple polymer conversion processes.

RPC’s strategy is to grow and develop leading positions in its chosen product-markets and geographies in the plastics industry, by establishing strong long-term relationships with its customers and by developing high quality, innovative products that meet customers’ needs.

RPC is headquartered in England and operates throughout the UK, across mainland Europe, Africa, Asia and in the US. RPC’s ordinary shares are admitted to the premium segment of the Official List and to trading on the main market of the London Stock Exchange.

RPC’s end markets include:

Food: RPC produces packaging ranges across many consumer food markets, often involving complex, lightweight or functional value-added designs for markets including dairy and sauce, or incorporating barrier technology for increased shelf-life.

Beverage: RPC manufactures a range of innovative caps and closures for sports drinks and other beverages; coffee capsules and other single serve systems.

Non-Food: RPC has broad capability across the non-food space - and in particular standard product ranges, including strong market positions in industrial containers as well as those for surface coverings.

Healthcare: Inhalers, dose counters and other medical devices are produced by RPC, as well as containers and closures for over the counter and prescription medicines.

Personal Care: Focusing primarily on the beauty and cosmetics markets, RPC’s operations in the personal care market covers multi-part packaging, including dispensing systems, as well as standard product ranges.

Technical Components: RPC’s expertise in technical components covers the production of complex engineered precision moulded components; products for serving the temporary waste solutions market; products manufactures using rotational moulding technology for materials handling and speciality vehicles markets.

RPC operates on a divisional model, with 34 strategic business units spread across seven divisions. Each division combines sites with similar technologies whose expertise centres on specific product and market segments. Regardless of divisional segmentation, close working partnerships exist throughout the RPC Group to facilitate a healthy and constant exchange of knowledge and ideas, and ensure that the RPC Group is always developing the best and most appropriate product for each customer, utilising and combining the necessary skills from anywhere within the RPC Group.

For the financial year ended 31 March 2018, RPC’s revenue was £3,747.7 million (2017: £2,747.2 million). For the six months ended 30 September 2018 (reported on 28 November 2018), RPC’s revenue was £1,892 million (2017: £1,770 million). RPC’s average net debt for the twelve months ended 31 December 2018 was £1,374 million.

Business of the RPC Group

Berry believes that RPC represents an attractive acquisition opportunity, as it believes that the breadth and scale of RPC’s operations in plastic packaging is highly complementary to Berry’s existing businesses and will allow the Combined Group to maintain and further improve its position in product development, innovation and purchasing, as well as to continue to take advantage of the highly fragmented global market for plastic packaging and in Europe in particular.

Berry is confident in the overall prospects of RPC’s business and the sectors in which it supplies packaging and other plastic solutions, and it is excited to support RPC to continue to enhance the quality of its product offering and to grow the value of the business in the longer term.

Berry also believes that the Combined Group will be able to maximise its future growth and profitability potential by capitalizing on the expanded complementary product portfolio and geographic footprint; shared operational, safety, marketing, sustainability, management, and other best practices; and global scale opportunities.

Prior to this Announcement, consistent with market practice, Berry has been granted access to RPC’s senior management for the purposes of high level due diligence. However, because of the RPC Group’s decentralised management structure, applicable regulatory controls, and the constraints of a public offer process, RPC did not permit Berry sufficient access at either a divisional, business unit or manufacturing site level to enable Berry to formulate detailed plans regarding the impact of the Acquisition on the RPC Group or the Berry Group and their respective businesses or employees.

The objective of Berry’s strategy for the RPC Group is to enhance long-term value for all stakeholders by creating a more profitable and capital efficient business. The strategy involves focusing on long-term profitable organic growth and capital allocation across the Combined Group, while also building the Combined Group using a conservative and disciplined approach to identify accretive acquisitions.

In relation to acquisitions, Berry will both review the pipeline of potential acquisition opportunities which have been identified by RPC management and identify other potential acquisition opportunities based on its current pipeline and knowledge of the plastic packaging industry. Berry expects that its assessment of potential acquisition opportunities, which will be part of the evaluation described below, will involve identifying businesses whose size, geographic footprint and/or product range are strategic to the Combined Group’s existing operations platform and consistent with Berry’s objective to enhance long-term value for all stakeholders. Berry expects that such acquisition opportunities would largely be focused on the European, North American and Asian markets.

RPC has also, as part of management’s strategy, made a number of one-off disposals of particular business lines and manufacturing sites. Berry is supportive of management’s current strategy that focuses on products and/or markets where it has scale and competitive advantage and the Combined Group will continue to evaluate, on a case-by-case basis, potential disposal opportunities in relation to non-material, non-core manufacturing sites or business units. Such disposals could involve changes to RPC’s or Berry’s business activities, places of business and fixed asset base. If any divestments are made, the number of employees employed within the Combined Group would likely also be reduced.

Berry’s preliminary evaluation work to identify potential synergies of the Acquisition considers that there will be some overlap between the two businesses, particularly in functional support areas, as well as procurement savings opportunities and efficiencies from sharing of best practices. At this early stage, and relying principally on Berry’s understanding of the market and experience in conducting and integrating previous acquisitions, Berry anticipates the Acquisition to generate annual run-rate cost synergies of around US$150 million (£115 million). Berry believes it will need to incur approximately US$150 million (£115 million) in cumulative one-time pre-tax costs to achieve these savings.

Berry has not received sufficiently detailed information to formulate specific plans regarding the impact of the Acquisition on RPC, its various business units or its employees, and intends to review this further as it progresses through integration of the RPC Group into the broader Berry Group. Subject to such further review, the principal sources of synergies across the Combined Group are anticipated to be as follows:

These synergies are expected to accrue as a direct result of the Acquisition and could not be achieved independently of the Acquisition.

Following this Announcement, Berry intends to undertake a full evaluation of the RPC Group. While the parameters of the review have not yet been finalised, Berry expects that it will involve an evaluation of the short-term and long-term objectives for each of the RPC Group’s seven divisions and the business units within each of them. This evaluation, which is expected to last up to 12 months after the Effective Date, will focus on:

Berry understands the importance of innovation to RPC’s business, and intends to continue to invest in and develop the RPC Group’s design centres, with a view to ensuring in particular that the Combined Group continues to be at the forefront of the development of more sophisticated packaging solutions to optimise re-use and recyclability.

Management and employees

Berry has not yet begun to carry out the evaluation referred to above and has not reached any conclusions as to its likely outcome or made any decisions in relation to any specific actions that may be taken as a result of this evaluation. Berry therefore cannot be certain what impact there will be on the employment of, and the balance of skills and functions of, the management and employees of the Combined Group.

As part of its evaluation in the 12 months after the Effective Date, Berry will be carrying out a review of the Combined Group’s executive management and an assessment of potential alterations to the structure and/or composition of executive management and this may lead to changes in the composition and/or functions of central, divisional or local management (including, potentially, the removal of overlaps and fewer hires to replace employees who leave the businesses as a result of natural attrition). Berry does not have specific proposals for any changes in the composition and/or functions of central, divisional or local executive management, other than the limited reduction in headcount particularly in functional support areas such as those currently supporting RPC’s status as a public listed company as described above.

Berry intends to safeguard the existing employment rights of the management and employees of the Combined Group in accordance with applicable law and does not envisage any material change in the conditions of employment of the management and employees of the Combined Group, other than the possible implementation of incentivisation arrangements for certain members of management of the RPC Group referred to in paragraph 13.

The existing non-executive directors of RPC will resign from office as directors of RPC with effect from the Effective Date.

Headcount

The Berry Board recognises that in order to achieve the expected benefits of the Acquisition, operational and administrative restructuring will be required following completion of the Acquisition. The steps for such a restructuring are not yet known, but it is anticipated that headcount reductions would total less than 0.5% across the Combined Group (including in particular from functional support areas such as those currently supporting RPC’s status as a public listed company and a limited number of roles at RPC’s facilities). Berry will aim to retain the best talent across the Combined Group.

The finalisation and implementation of any restructuring, integration and workforce reductions will be subject to detailed and comprehensive planning as part of the evaluation to be undertaken in the 12 months after the Effective Date, and would be subject to appropriate engagement with stakeholders, including affected employees and any appropriate employee representative bodies in accordance with the legal obligations of the Combined Group. Berry would commence this engagement process long enough before any final decision is taken to implement any job reductions so as to ensure that relevant legal obligations are complied with. Where opportunities arise as part of an open recruitment exercise, Berry would look to encourage affected employees to apply for alternative positions within the Combined Group and prioritise, to the extent possible, their applications.

In addition, Berry has agreed with RPC in the Co-operation Agreement certain arrangements in respect of (a) bonus determinations for management and employees of the RPC Group, (b) the treatment of outstanding options and awards over RPC Shares under the RPC Share Plans, and (c) the provision to RPC Group employees whose employment is terminated (other than for gross misconduct) within 12 months after the Effective Date of termination benefits no less favourable than those to which they would have been entitled, or which were provided for under an RPC policy applicable to such employee, immediately prior to the Announcement.

Business locations and fixed assets

The Combined Group’s headquarters will be located at Berry’s head office in Evansville, Indiana, USA, while RPC’s head office is intended to continue to be based in Northamptonshire, England (with those members of RPC’s senior management who are not based in Northamptonshire, England continuing to be based in their current locations). Berry does not envisage any material change to the Combined Group’s other locations of business, or any need to redeploy any of the RPC Group’s fixed assets, as a result of the Acquisition.

Pensions

The RPC Group sponsors three UK defined benefit pension schemes, being the RPC Scheme, the M&H Plan and the BPP Scheme.

The governing documentation in respect of each of the RPC Scheme and the BPP Scheme provides that these schemes are closed to the admission of new members and future accrual by existing members.

The governing documentation in respect of the M&H Plan provides that (except for members who are entitled to lump sum death in service benefits only) the scheme is closed to new entrants but remains open to accrual of further benefits by existing members. Berry has no plans to terminate accrual under the M&H Plan for existing members.

Subject to any specific agreements reached with the trustees of each DB Scheme, Berry plans to maintain contributions payable to the DB Schemes under existing schedules of contributions entered into pursuant to Part 3 of the Pensions Act 2004.

Berry has held constructive discussions with the trustees of each of the DB Schemes in relation to the impact of the Acquisition on each DB Scheme. Berry has entered into a memorandum of understanding with the trustee of the RPC Scheme and continues to have constructive discussions regarding memoranda of understanding with the trustees of each of the BPP Scheme and the M&H Plan.

Under the memorandum of understanding in relation to the RPC Scheme dated 7 March 2019 (the RPC Scheme MoU ), the trustee of the RPC Scheme has confirmed, based on the information that has been provided to it by Berry, that the Acquisition will not weaken the employer covenant supporting the RPC Scheme and will not be materially detrimental to the likelihood of benefits under the RPC Scheme being received. On that basis, Berry has agreed with the trustee of the RPC Scheme that a “business as usual” approach is appropriate for finalising the triennial actuarial valuation for the RPC Scheme as at 31 March 2018, which would result in an increase in annual deficit repair contributions from the current £3.9 million per annum to £6.3 million per annum (increasing by 3 per cent. per annum) until 30 September 2024.

The RPC Group also operates defined contribution pension scheme arrangements. Berry does not intend to make any changes to the terms of these arrangements or the policy on admission of new members to these arrangements.

Trading facilities

RPC is currently listed on the Official List and, as set out in paragraph 15, a request will be made to the London Stock Exchange to cancel trading in RPC Shares and de-list RPC from the Official List, to take effect on or shortly after the Effective Date.

Confidentiality Agreement

Berry and RPC have entered into a confidentiality agreement dated 1 February 2019 (the Confidentiality Agreement ) pursuant to which Berry has undertaken, among other things, to keep confidential information relating to RPC and not to disclose it to third parties (other than to permitted disclosees) unless, among other circumstances, required by law or regulation or at the request of applicable regulatory, governmental or supervisory organisations.

The Confidentiality Agreement also contains undertakings from Berry for a period ending on 22 August 2019, subject to certain exceptions, it will not solicit certain senior and other employees of the RPC Group.

Clean Team Guidelines

Berry and RPC have agreed clean team guidelines dated 28 February 2019 (the Clean Team Guidelines ) for the protection and disclosure of limited commercially and/or competitively sensitive RPC information to certain named Berry individuals (the Clean Team Members ) for the purposes of carrying out commercial due diligence in order to evaluate the Acquisition (the Clean Team Only Information ). The Clean Team Members have each agreed to keep confidential Clean Team Only Information relating to RPC and not to disclose it to any persons who are not Clean Team Members, unless the Clean Team Only Information has been redacted or otherwise masked through aggregation and/or anonymizing the information in such a manner which would render the information no longer commercially sensitive, or otherwise competitively sensitive.

Co-operation Agreement

Berry Bidco, Berry and RPC have entered into a co-operation agreement dated 8 March 2019 (the Co-operation Agreement ) pursuant to which:

The Co-operation Agreement records the parties’ intention to implement the Acquisition by way of Scheme, subject to the ability of Berry Bidco to implement the Acquisition by way of a Takeover Offer with the consent of the Panel. The Co-operation Agreement will terminate in certain circumstances, including if the Scheme does not become Effective by the Long Stop Date.

RPC Scheme MoU

As described in paragraph 9 above, Berry has entered into a memorandum of understanding with the trustee of the RPC Scheme relating to the funding of the RPC Scheme following completion of the Acquisition.

The Acquisition is subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document including, among other things:

It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement between RPC and the Scheme Shareholders pursuant to Part 26 of the Companies Act 2006.

The purpose of the Scheme is to provide for Berry Bidco to become the holder of the entire issued and to be issued ordinary share capital of RPC. This is to be achieved by the transfer of the Scheme Shares to Berry Bidco, in consideration for which the Scheme Shareholders will receive the Consideration.

To become Effective, the Scheme must be approved at the Court Meeting by a majority in number of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) who are on the register of members of RPC at the Scheme Voting Record Time present and voting, whether in person or by proxy, representing three quarters or more of the votes attached to the Scheme Shares cast by those Scheme Shareholders (or the relevant class or classes thereof, if applicable). The Scheme also requires the passing at the RPC General Meeting of the RPC Resolutions. The RPC General Meeting is expected to be held immediately after the Court Meeting. Following the RPC Meetings, the Scheme must be sanctioned by the Court. Finally, a copy of the Court Order must be delivered to the Registrar of Companies for registration, upon which the Scheme will become Effective.

The Scheme is also subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions that will be set out in the Scheme Document.

The Scheme Document will include full details of the Scheme, together with the notices convening the Court Meeting and the RPC General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be taken by RPC Shareholders. Subject to restrictions in respect of Restricted Jurisdictions, the Scheme Document will be sent to RPC Shareholders and, for information only, to persons with information rights and holders of options and/or awards granted under the RPC Share Plans, as soon as reasonably practicable, and in any event (save with the consent of the Panel), within 28 days of this Announcement.

The Scheme is expected to become Effective early in the third quarter of 2019, subject to the satisfaction or (where applicable) waiver of the Conditions. If the Scheme does not become Effective on or before the Long Stop Date, it will lapse and the Acquisition would not proceed (unless RPC and Berry Bidco otherwise agree and the Panel otherwise consents).

Upon the Scheme becoming Effective, (i) it will be binding on all RPC Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the RPC General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of RPC Shares will cease to be valid and entitlements to RPC Shares held in CREST will be cancelled. The Consideration payable under the Scheme will be despatched to Scheme Shareholders by Berry Bidco no later than 14 days after the Effective Date.

Upon the Scheme becoming Effective, the non-executive directors of RPC will resign as directors of RPC.

The Scheme will be governed by English law and will be subject to the jurisdiction of the Court. The Scheme will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the UKLA.

Berry Bidco believes that the ongoing participation of senior management of the RPC Group is very important to the future success of the RPC Group. Accordingly, Berry Bidco intends to put in place certain incentivisation arrangements for selected members of senior management of the RPC Group with effect from and/or following completion of the Acquisition. However, no discussions in relation to such arrangements have yet taken place.

Participants in any of the RPC Share Plans will be contacted regarding the effect of the Acquisition on their rights under the RPC Share Plans and appropriate proposals will be made to such participants in due course. Details of the proposals will be set out in the Scheme Document and in separate letters to be sent to participants in the RPC Share Plans.

The Acquisition will apply to any RPC Shares which are unconditionally allotted, issued or transferred to satisfy the vesting of awards or the exercise of options under the RPC Share Plans prior to the Scheme Record Time.

The Co-operation Agreement contains certain agreed arrangements with respect to the treatment of outstanding awards and options over RPC Shares under the RPC Share Plans.

It is intended that, prior to the Scheme becoming Effective, RPC will make an application for the cancellation of the listing of RPC Shares on the Official List and for the cancellation of trading of the RPC Shares on the London Stock Exchange’s main market for listed securities, in each case to take effect on or shortly after the Effective Date. The Scheme Document will set out details of the expected last day of dealings in RPC Shares on the main market of the London Stock Exchange and the latest time for registration of transfers prior to the Effective Date.

Berry Bidco also proposes that, after the RPC Shares are delisted, RPC will be re-registered as a private company limited by shares.

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 on or after the date of this Announcement and prior to the Effective Date, the Consideration payable in respect of each RPC Share under the Acquisition will be reduced by the gross amount of all or part of any such dividend and/or other form of capital return or distribution.

Berry made an Opening Position Disclosure setting out the details required to be disclosed by it under Rule 8.1(a) of the Takeover Code on 14 February 2019.

Neither Berry Bidco, nor any of the Berry Bidco directors, nor, so far as Berry Bidco is aware, any person acting in concert (within the meaning of the Takeover Code) with it has: (i) any interest in or right to subscribe for any relevant securities (within the meaning of the Takeover Code) of RPC; nor (ii) any short positions in respect of any relevant securities of RPC (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; nor (iii) borrowed or lent any relevant securities of RPC (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code), nor is any such person party to any dealing arrangement of the kind referred to in Note 11 of the definition of “acting in concert” in the Takeover Code in relation to relevant securities of RPC.

‘Interests in securities’ for these purposes arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having an ‘interest’ by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

Berry Bidco reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the acquisition of the RPC Shares by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in structure by which the Acquisition is to be implemented (including, subject to the terms of the Co-operation Agreement, an acceptance condition set at 90 per cent. of the RPC Shares to which such Takeover Offer relates or such lesser percentage as Berry Bidco may decide in accordance with paragraph 8 of Part B of Appendix I, subject to the Panel’s consent) and compliance with all applicable laws, including US securities laws.

The Acquisition will be made on the terms and subject to the Conditions and further terms set out in Appendix I to this Announcement. The sources of information and bases of calculations contained in this Announcement are set out in Appendix II to this Announcement. Certain terms used in this Announcement are defined in Appendix III to this Announcement.

Each of Goldman Sachs International, Wells Fargo Securities, J.P. Morgan Securities plc, Rothschild & Co, Credit Suisse, Evercore, Jefferies and Deutsche Bank has given and not withdrawn its consent to the publication of this Announcement with the inclusion herein of the references to its name in the form and context in which it appears.

Copies of the following documents will, by no later than 12 noon on the Business Day following this Announcement, be made available on RPC’s website at http://www.rpc-group.com /corporate/investors and on Berry’s website at http://ir.berryglobal.com/possible-offer-rpc-group-plc-1 until the Effective Date:

Neither the contents of RPC’s or Berry’s websites, nor the contents of any other website accessible from hyperlinks on such website, are incorporated into or form part of this Announcement.

There will be an analysts’ briefing at 3 p.m. (London time) / 9 a.m. (Central Standard Time) today.

To join the conference call, dial one of the following numbers at any time from 3 p.m. (London time) / 9 a.m. (Central Standard Time) today:

A replay of the conference call will be available from 6 p.m. (London time) / 12 p.m. (Central Standard Time) on 8 March 2019 by dialling one of the following numbers:

Enquiries:

Dustin M. Stilwell

Mark Sorrell

Colin Convey

Owain Evans

Jimmy Bastock (Corporate Broking)

Sam Small

Paul Wren

Chris Tucker

Brandon Coffey

James Deal

Nick Giles, Company Secretary
Andrew Collins, Investor Relations Manager

Charles Montgomerie
David Weinberg

Mohammed Moolla

Cathal Deasy
Joe Hannon
Karl Montfort

Anthony Laubi

Jonathan Wilcox
David Watkins

Charles Wilkinson
Richard Sheppard

Richard Mountain
Nick Hasell

Freshfields Bruckhaus Deringer LLP and Bryan Cave Leighton Paisner LLP are retained as legal advisers to Berry. Slaughter and May is retained as legal adviser to RPC.

Important Notices about Financial Advisers

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 plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom. J.P. Morgan Cazenove 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 clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to the contents of this Announcement or any other matter referred to herein.

Rothschild & Co, which is authorised and regulated by the FCA 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, which is authorised by the PRA and regulated by the PRA and the FCA 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, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively to RPC 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 shall not be responsible to anyone other than RPC for providing the protections afforded to clients of Evercore, or for providing advice in connection with the matters set out in this Announcement. 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, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this Announcement, any statement contained herein or otherwise.

Jefferies, which is authorised and regulated in the United Kingdom by the FCA, 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 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 PRA. 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 PRA and FCA. Neither 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.

Further Information

This Announcement is provided for information purposes only. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, exchange, 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 will there be any sale, issuance, exchange or transfer of securities of RPC pursuant to the Acquisition or otherwise in any jurisdiction in contravention of applicable law.

The Acquisition will be subject to English law and to the applicable requirements of the Takeover Code, the Panel, the Listing Rules, the London Stock Exchange and the UKLA.

The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of the Scheme or other response in relation to the Acquisition by RPC Shareholders should be made only on the basis of the information contained in the Scheme Document. RPC Shareholders are advised to read the Scheme Document (including the related Forms of Proxy) carefully once these become available because they will contain important information in relation to the Acquisition.

Berry Bidco reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the acquisition of the RPC Shares by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect, among other things, the change in structure by which the Acquisition is to be implemented and compliance with all applicable laws, including US securities laws.

Restricted Jurisdictions

The release, publication or distribution of this Announcement in, into or from jurisdictions other than the United Kingdom may be restricted by law and therefore any persons into whose possession this Announcement comes who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their RPC Shares with respect to the Scheme at the Court Meeting, to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf may be affected by the laws of the relevant jurisdiction in which they are located. Any failure to comply with such requirements or restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and other persons involved in the Acquisition disclaim any responsibility or liability for any violation of such restrictions by any person.

This Announcement has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation and the Disclosure and Transparency Rules 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 and regulations of jurisdictions outside England.

Unless otherwise determined by Berry Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. No person may vote in favour of the Acquisition by any use, means, instrumentality or form, and the Acquisition will not be capable of acceptance, from or within a Restricted Jurisdiction, if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction, where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from Restricted Jurisdictions, where to do so would violate the laws in that jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation) the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to RPC Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom will be contained in the Scheme Document.

Additional information for US investors

The Acquisition relates to the shares of a UK company and is being made by means of a scheme of arrangement provided for under the Companies Act. 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 Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules and the US Securities Act. If, in the future, Berry Bidco exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act. Financial information included in this Announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US GAAP.

The receipt of cash consideration by a US holder for the transfer of its RPC Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each RPC Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him, including under applicable United States state and local, as well as foreign and other, tax laws.

It may be difficult for US holders of RPC Shares to enforce their rights and any claim arising out of the US federal securities laws, since RPC is located primarily in a non-US jurisdiction, and some or all of its 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 the 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 United Kingdom 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 United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com .

In accordance with the Takeover Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Goldman Sachs International and J.P. Morgan Securities plc will continue to act as exempt principal traders 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.

Non-GAAP Financial Measures

This Announcement includes certain non - GAAP financial measures such as adjusted EBITDA to supplement, not substitute for, comparable measures. Investors are urged to consider carefully the comparable GAAP measures and the reconciliations to those measures provided in RPC’s financial statements and Berry’s earnings release, presentations, and SEC filings. Adjusted EBITDA is a non-GAAP financial measure used by management to measure performance of RPC’s and Berry’s operations (as applicable), and also among the criteria upon which performance-based compensation may be based. Adjusted EBITDA also is used by Berry’s lenders for debt covenant compliance purposes. Further information about RPC’s non-GAAP measures is available in RPC’s financial statements and further information about Berry’s non-GAAP measures is available on Berry’s website at http://ir.berryglobal.com/ .

Cautionary Note Regarding Forward Looking Statements

This Announcement contains certain “forward-looking statements” with respect to the financial condition, results of operations and business of RPC and certain plans and objectives of Berry Bidco with respect thereto. These statements are based on the current expectations of the management of Berry Bidco (or where expressly stated, the RPC Board) and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Scheme on Berry and RPC and the anticipated synergies to be realised from the Scheme, the expected timing and scope of the Scheme, and other statements other than historical facts.

Forward-looking statements include statements typically containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”, “anticipates”, “targets”, “estimates” and words of similar import. Although Berry Bidco or RPC (as applicable) believe that the expectations reflected in such forward-looking statements are reasonable, Berry Bidco or RPC (as applicable) can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements. These factors include: the ability of Berry and RPC to integrate the businesses successfully and to achieve anticipated synergies or benefits; local and global political and economic conditions; significant price discounting by competitors; changes in consumer habits and preferences; foreign exchange rate fluctuations and interest rate fluctuations (including those from any potential credit rating decline); legal or regulatory developments and changes; the outcome of any litigation; the impact of any acquisitions or similar transactions; competitive product and pricing pressures; success of business and operating initiatives; and changes in the level of capital investment. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.

Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Berry, Berry Bidco, any member of the Berry Group and RPC do not undertake any obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Disclosure requirements of the Takeover Code

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 pm (London time) on the 10 ^th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10 ^th 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 http://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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by RPC Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from RPC may be provided to Berry Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and Availability of Hard Copies

A copy of this Announcement and the documents required to be published by Rule 26 of the Takeover Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on RPC’s website at http://www.rpc-group.com/corporate/investors and Berry’s website at http://ir.berryglobal.com/possible-offer-rpc-group-plc-1 by no later than 12 noon (London time) on the Business Day following this Announcement. For the avoidance of doubt, neither the content of any website referred to in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.

RPC Shareholders may request a hard copy of this Announcement by: (i) contacting RPC Group Secretariat during business hours on +44 (0) 1933 410064 (lines are open from 9am to 5pm (London time), Monday to Friday (excluding public holidays in England and Wales), or (ii) by submitting a request by post to RPC Group Secretariat at Sapphire House, Crown Way, Rushden, Northamptonshire, NN10 6FB. If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this document will not be provided unless such a request is made. RPC Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Appendix I

Conditions and further terms of the Acquisition

Part A Conditions of the Scheme and the Acquisition

Long Stop Date

Scheme approval

General Conditions

Antitrust clearances

European Union merger control

US merger control

China merger control

Mexico merger control

Russia merger control

South Africa merger control

Turkey merger control

Notifications, waiting periods and Authorisations

General antitrust and regulatory

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or other Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition, the Scheme or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, RPC or any other member of the Wider RPC Group by any member of the Wider Berry Group, or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider RPC Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would result in any of the events or circumstances as are referred to in Conditions 3(j)(i) to (ix);

Certain events occurring since 31 March 2018

in each case, to the extent which is material in the context of the Wider RPC Group taken as a whole or in the context of the Acquisition and other than as required in accordance with applicable law;

in each case, to an extent which is material in the context of the Wider RPC Group taken as a whole or in the context of the Acquisition;

No actions since the Announcement subject to Rule 21.1 of the Takeover Code

No adverse change, litigation, regulatory enquiry or similar

No discovery of certain matters regarding information, liabilities and environmental issues

Anti-corruption, sanctions and criminal property

Part B Certain further terms of the Acquisition

Conditions 3(a) to (o) (inclusive) must be fulfilled or waived by, no later than 11.59pm (London time) on the date immediately preceding the Court Sanction Hearing.

in each case, before the date of the Court Meeting.

Appendix II

Sources of information and bases of calculation

and taking account of synergies of US$150 million.

Appendix III

Definitions

The following definitions apply throughout this Announcement unless the context requires otherwise:

Acquisition means the proposed acquisition by Berry Bidco of the entire issued and to be issued ordinary share capital of RPC, to be effected by means of the Scheme or, should Berry Bidco so elect and subject to the consent of the Panel, by means of a Takeover Offer and, where the context admits, any subsequent revision, variation, extension or renewal thereof;

Announcement means this announcement made pursuant to Rule 2.7 of the Takeover Code;

Apollo Offer means the final cash offer made for the acquisition of the entire issued and to be issued ordinary share capital of RPC by Rome UK Bidco Limited, a company formed on behalf of funds managed by Apollo, by way of Court-sanctioned scheme of arrangement;

Authorisations means regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals;

Berry Group means Berry and its subsidiaries and subsidiary undertakings from time to time and, where the context permits, each of them;

BPP Scheme means the British Polythene Pension Scheme;

Business Day means a day (other than a Saturday, Sunday or public holiday in London (UK) or New York (United States)) on which banks are open for business in London (UK) and New York (United States);

Clean Team Guidelines means the clean team guidelines described in paragraph 10 of this Announcement;

Closing Price means the closing middle market price of an RPC Share as derived from the daily official list of the London Stock Exchange;

CMA Phase 2 Reference means a reference of the Acquisition to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013;

Combined Group means the enlarged group following completion of the Acquisition comprising the Berry Group and RPC Group;

Companies Act means the Companies Act 2006;

Competition and Markets Authority or CMA means the UK Competition and Markets Authority (or any successor thereto);

Conditions means the conditions to the implementation of the Acquisition, as set out in Appendix I to this Announcement and to be set out in the Scheme Document;

Confidentiality Agreement means the confidentiality agreement described in paragraph 10 of this Announcement;

Consideration has the meaning given to it in paragraph 2 of this Announcement;

Court means the High Court of Justice in England and Wales;

Court Meeting means the meeting or meetings of RPC Shareholders or any class or classes thereof to be convened by order of the Court pursuant to section 896 of the Companies Act (notice of which will be set out in the Scheme Document) for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment) and any adjournment thereof;

Court Order means the order of the Court sanctioning the Scheme under section 899 of the Companies Act;

Court Sanction Hearing means the hearing by the Court to sanction the Scheme under section 899 of the Companies Act;

Co - operation Agreement means the agreement dated 8 March 2019 between Berry, Berry Bidco and RPC relating, among other things, to the implementation of the Acquisition;

Credit Suisse means Credit Suisse International;

DB Schemes means the three defined benefit occupational pension schemes sponsored by the RPC Group, comprised of the RPC Scheme, the M&H Plan and the BPP Scheme;

Dealing Disclosure means has the same meaning as in Rule 8 of the Takeover Code;

Deutsche Bank means Deutsche Bank AG, London Branch;

Disclosure and Transparency Rules means the disclosure rules made by the FCA and forming part of the FCA’s handbook of rules and guidance, as amended from time to time;

Effective Date means the date on which either: (i) the Scheme becomes effective pursuant to its terms; or (ii) (if Berry Bidco elects, with the consent of the Panel, to implement the Acquisition by means of a Takeover Offer) the Takeover Offer becomes or is declared unconditional in all respects in accordance with the requirements of the Takeover Code, and Effective shall be construed accordingly;

Evercore means Evercore Partners International LLP;

Fairly Disclosed means the information fairly disclosed by or on behalf of RPC: (i) in the annual report and accounts of the RPC Group for the financial year ended 31 March 2018; (ii) in this Announcement; (iii) in any other announcement to a Regulatory Information Service by, or on behalf of RPC prior to the publication of this Announcement; or (iv) as otherwise specifically and fairly disclosed to Berry Bidco prior to the date of this Announcement;

FCA or Financial Conduct Authority means the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000 or any successor thereto;

Forms of Proxy means the forms of proxy for use in connection with the Court Meeting and the RPC General Meeting (as applicable) which shall accompany the Scheme Document;

Jefferies means Jefferies International Limited;

Latest Practicable Date has the meaning given in paragraph 1 of Appendix II to this Announcement;

Listing Rules means the rules and regulations made by the Financial Conduct Authority in its capacity as the UKLA under the Financial Services and Markets Act 2000, and contained in the UKLA’s publication of the same name;

London Stock Exchange means London Stock Exchange Plc;

Long Stop Date means 15 October 2019 (or such later date as may be agreed in writing by Berry Bidco and RPC (with the Panel’s consent and as the Court may approve (if such approval(s) are required));

Market Abuse Regulation means Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014;

Member State means one of the member states of the European Union;

M&H Plan means the M&H Staff Pension Plan;

National Competition Authority means the competent competition authority of any Member State other than the UK, as defined in paragraph 3(a)(ii) of Part A of Appendix I to this Announcement;

Offer Document means should the Acquisition be implemented by way of a Takeover Offer, the offer document published by or on behalf of Berry Bidco in connection with the Takeover Offer containing, inter alia , the terms and conditions of the Takeover Offer;

Offer Period means the offer period (as defined by the Takeover Code) relating to RPC, which commenced on 10 September 2018;

Official List means the Official List maintained by the UKLA;

Opening Position Disclosure has the same meaning as in Rule 8 of the Takeover Code;

Panel means the Panel on Takeovers and Mergers;

PRA or Prudential Regulation Authority means the UK Prudential Regulation Authority or any successor regulatory body;

Registrar of Companies means the registrar of companies in England and Wales;

Regulation has the meaning given to it in paragraph 3(a)) of Part A of Appendix I to this Announcement;

Regulatory Information Service means any of the services set out in Appendix 1 to the Listing Rules;

Restricted Jurisdiction means any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to RPC Shareholders in that jurisdiction;

Rothschild & Co means N M Rothschild & Sons Limited;

RPC means RPC Group Plc;

RPC Board means the board of directors of RPC or the RPC Directors collectively, as the context requires;

RPC Directors means the directors of RPC as at the date of this Announcement or, where the context requires, the directors of RPC from time to time;

RPC General Meeting means the general meeting of RPC Shareholders (including any adjournment thereof) to be convened in connection with the Scheme for the purpose of considering, and, if thought fit, approving, the RPC Resolutions;

RPC Group means RPC and its subsidiaries and subsidiary undertakings from time to time and, where the context permits, each of them;

RPC Group Executive Share Option Schemes means the 2003 RPC Group Unapproved Executive Share Option Scheme, the RPC Group 2013 Unapproved Executive Share Option Scheme, the RPC Group 2003 Approved Executive Share Option Scheme and the RPC Group 2013 Approved Executive Share Option Scheme;

RPC Meetings means the Court Meeting and the RPC General Meeting;

RPC Resolutions means such shareholder resolutions of RPC as are necessary to approve, implement and effect the Scheme and the Acquisition, including (without limitation) a resolution to amend the articles of association of RPC by the adoption of a new article (in terms approved by Berry Bidco) under which any RPC Shares issued or transferred after the RPC General Meeting shall either be subject to the Scheme or (after the Effective Date) shall be immediately transferred to Berry Bidco (or as it may direct) in exchange for the same consideration as is due under the Scheme;

RPC Scheme means the RPC Containers Limited Pension Scheme;

RPC Scheme MoU means the memorandum of understanding between Berry, Berry Bidco and the trustee of the RPC Scheme dated 7 March 2019, described further in paragraph 10 of this Announcement;

RPC Share Plans means the RPC Group Deferred Bonus Plan, the RPC Group 2003 Unapproved Executive Share Option Scheme, the 2013 Unapproved Executive Share Option Scheme, the RPC Group 2003 Approved Executive Share Option Scheme, the 2013 Approved Executive Share Option Scheme, the RPC Group 2008 Performance Share Plan, the RPC Group 2013 Sharesave Scheme, the RPC Group 2013 International Sharesave Scheme and the RPC Group 2018 Performance Share Plan;

RPC Shareholder means a registered holder of an RPC Share from time to time;

RPC Shares means the existing unconditionally allotted or issued and fully paid ordinary shares of 5 pence each in the capital of RPC and any further such ordinary shares which are unconditionally allotted or issued before the Scheme becomes Effective;

SAMR means the State Administration for Market Regulation in the People’s Republic of China;

Scheme means the proposed scheme of arrangement under Part 26 of the Companies Act between RPC and the RPC Shareholders to implement the Acquisition of RPC by Berry Bidco, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by RPC and Berry Bidco;

Scheme Document means the document to be dispatched to RPC Shareholders and persons with information rights setting out, among other things, the details of the Acquisition, the full terms and conditions of the Scheme and containing the notices convening the Court Meeting and the RPC General Meeting (including any supplementary scheme document);

Scheme Record Time the time and date specified as such in the Scheme Document;

Scheme Shareholder a holder of a Scheme Share;

Scheme Shares means:

in each case excluding any RPC Shares held in treasury and any RPC Shares beneficially held by Berry Bidco or any other member of the Wider Berry Group;

Scheme Voting Record Time means the date and time specified in the Scheme Document by reference to which entitlement to vote at the Court Meeting will be determined, expected to be 6.00 pm (London time) on the day which is two days before the Court Meeting or, if the Court Meeting is adjourned, 6.00 pm (London time) on the day which is two days before the date of such adjourned Court Meeting;

Significant Interest means in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital of such undertaking;

Takeover Code means the City Code on Takeovers and Mergers;

Takeover Offer means if, subject to the consent of the Panel and the terms of the Co-operation Agreement, the Acquisition is implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on behalf of Berry Bidco to acquire the entire issued and to be issued ordinary share capital of RPC and, where the context admits, any subsequent revision, variation, extension or renewal of such offer;

Third Party means each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, agency (including any trade agency), association, institution, environmental body, employee representative body, or any other body or person whatsoever in any jurisdiction;

UKLA means the UK Listing Authority, being the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000, or any successor thereto;

United Kingdom or UK means the United Kingdom of Great Britain and Northern Ireland;

United States or US means the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof;

US Exchange Act means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

US GAAP means Generally Accepted Accounting Principles (United States);

US Securities Act means the United States Securities Act of 1933, and the rules and regulations promulgated thereunder;

VWAP means volume weighted average price;

Wells Fargo Securities means Wells Fargo Securities, LLC;

Wider Berry Group means Berry and its subsidiaries, subsidiary undertakings, associated undertakings and any other body corporate, partnership, joint venture or person in which RPC and/or such subsidiaries or undertakings (aggregating their interests) have a Significant Interest; and

Wider RPC Group means RPC and its subsidiaries, subsidiary undertakings, associated undertakings and any other body corporate, partnership, joint venture or person in which RPC and/or such subsidiaries or undertakings (aggregating their interests) have a Significant Interest.

For the purposes of this Announcement, subsidiary , subsidiary undertaking , undertaking and associated undertaking have the respective meanings given thereto by the Companies Act.

All references to pounds , pounds Sterling , Sterling , £, pence , penny and p are to the lawful currency of the United Kingdom.

All references to US$ are to the lawful currency of the United States.

All the times referred to in this Announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

A reference to includes shall mean includes without limitation , and references to i ncluding and any other similar term shall be construed accordingly.

All references to an enactment or statutory provision in any country shall be construed as a reference to any subordinate legislation, statutory instruments, orders, rules and regulations made or promulgated under the relevant enactment or statutory provision or deriving validity therefrom and shall be construed as a reference to that enactment, statutory provision, subordinate legislation, statutory instruments, orders, rules and regulations as extended, modified, consolidated, replaced or re-enacted from time to time.

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

The Bidder

Berry

The Company

Enquiries:

Sam Small

Paul Wren

Chris Tucker

Brandon Coffey

James Deal

Nick Giles, Company Secretary
Andrew Collins, Investor Relations Manager

Charles Montgomerie
David Weinberg

Mohammed Moolla

Cathal Deasy
Joe Hannon
Karl Montfort

Anthony Laubi

Jonathan Wilcox
David Watkins

Charles Wilkinson
Richard Sheppard

Richard Mountain
Nick Hasell

Freshfields Bruckhaus Deringer LLP and Bryan Cave Leighton Paisner LLP are retained as legal advisers to Berry. Slaughter and May is retained as legal adviser to RPC.

Important Notices about Financial Advisers

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 plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom. J.P. Morgan Cazenove 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 clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to the contents of this Announcement or any other matter referred to herein.

Rothschild & Co, which is authorised and regulated by the FCA 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, which is authorised by the PRA and regulated by the PRA and the FCA 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, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively to RPC 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 shall not be responsible to anyone other than RPC for providing the protections afforded to clients of Evercore, or for providing advice in connection with the matters set out in this Announcement. 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, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this Announcement, any statement contained herein or otherwise.

Jefferies, which is authorised and regulated in the United Kingdom by the FCA, 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 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 PRA. 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 PRA and FCA. Neither 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.

Further Information

This Announcement is provided for information purposes only. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, exchange, 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 will there be any sale, issuance, exchange or transfer of securities of RPC pursuant to the Acquisition or otherwise in any jurisdiction in contravention of applicable law.

The Acquisition will be subject to English law and to the applicable requirements of the Takeover Code, the Panel, the Listing Rules, the London Stock Exchange and the UKLA.

The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of the Scheme or other response in relation to the Acquisition by RPC Shareholders should be made only on the basis of the information contained in the Scheme Document. RPC Shareholders are advised to read the Scheme Document (including the related Forms of Proxy) carefully once these become available because they will contain important information in relation to the Acquisition.

Berry Bidco reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the acquisition of the RPC Shares by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect, among other things, the change in structure by which the Acquisition is to be implemented and compliance with all applicable laws, including US securities laws.

Restricted Jurisdictions

The release, publication or distribution of this Announcement in, into or from jurisdictions other than the United Kingdom may be restricted by law and therefore any persons into whose possession this Announcement comes who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their RPC Shares with respect to the Scheme at the Court Meeting, to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf may be affected by the laws of the relevant jurisdiction in which they are located. Any failure to comply with such requirements or restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and other persons involved in the Acquisition disclaim any responsibility or liability for any violation of such restrictions by any person.

This Announcement has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation and the Disclosure and Transparency Rules 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 and regulations of jurisdictions outside England.

Unless otherwise determined by Berry or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. No person may vote in favour of the Acquisition by any use, means, instrumentality or form, and the Acquisition will not be capable of acceptance, from or within a Restricted Jurisdiction, if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction, where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from Restricted Jurisdictions, where to do so would violate the laws in that jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation) the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to RPC Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom will be contained in the Scheme Document.

Additional information for US investors

The Acquisition relates to the shares of a UK company and is being made by means of a scheme of arrangement provided for under the Companies Act. 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 Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules and the US Securities Act. If, in the future, Berry Bidco exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act. Financial information included in this Announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US GAAP.

The receipt of cash consideration by a US holder for the transfer of its RPC Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each RPC Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him, including under applicable United States state and local, as well as foreign and other, tax laws.

It may be difficult for US holders of RPC Shares to enforce their rights and any claim arising out of the US federal securities laws, since RPC is located primarily in a non-US jurisdiction, and some or all of its 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 the 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 United Kingdom 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 United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com .

In accordance with the Takeover Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Goldman Sachs International and J.P. Morgan Securities plc will continue to act as exempt principal traders 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.

Non-GAAP Financial Measures

This Announcement includes certain non - GAAP financial measures such as adjusted EBITDA to supplement, not substitute for, comparable measures. Investors are urged to consider carefully the comparable GAAP measures and the reconciliations to those measures provided in RPC’s financial statements and Berry’s earnings release, presentations, and SEC filings. Adjusted EBITDA is a non-GAAP financial measure used by management to measure performance of RPC’s and Berry’s operations (as applicable), and also among the criteria upon which performance-based compensation may be based. Adjusted EBITDA also is used by Berry’s lenders for debt covenant compliance purposes. Further information about RPC’s non-GAAP measures is available in RPC’s financial statements and further information about Berry’s non-GAAP measures is available on Berry’s website at http://ir.berryglobal.com/ .

Cautionary Note Regarding Forward Looking Statements

This Announcement contains certain “forward-looking statements” with respect to the financial condition, results of operations and business of RPC and certain plans and objectives of Berry with respect thereto. These statements are based on the current expectations of the management of Berry (or where expressly stated, the RPC Board) and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Scheme on Berry and RPC and the anticipated synergies to be realised from the Scheme, the expected timing and scope of the Scheme, and other statements other than historical facts.

Forward-looking statements include statements typically containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”, “anticipates”, “targets”, “estimates” and words of similar import. Although Berry or RPC (as applicable) believe that the expectations reflected in such forward-looking statements are reasonable, Berry or RPC (as applicable) can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements. These factors include: the ability of Berry and RPC to integrate the businesses successfully and to achieve anticipated synergies or benefits; local and global political and economic conditions; significant price discounting by competitors; changes in consumer habits and preferences; foreign exchange rate fluctuations and interest rate fluctuations (including those from any potential credit rating decline); legal or regulatory developments and changes; the outcome of any litigation; the impact of any acquisitions or similar transactions; competitive product and pricing pressures; success of business and operating initiatives; and changes in the level of capital investment. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.

Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Berry, Berry Bidco, any member of the Berry Group and RPC do not undertake any obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Disclosure requirements of the Takeover Code

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 pm (London time) on the 10 ^th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10 ^th 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 http://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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by RPC Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from RPC may be provided to Berry during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and Availability of Hard Copies

A copy of this Announcement and the documents required to be published by Rule 26 of the Takeover Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on RPC’s website at http://www.rpc-group.com/corporate/investors and Berry’s website at http://ir.berryglobal.com/possible-offer-rpc-group-plc-1 by no later than 12 noon (London time) on the Business Day following this Announcement. For the avoidance of doubt, neither the content of any website referred to in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.

RPC Shareholders may request a hard copy of this Announcement by: (i) contacting RPC Group Secretariat during business hours on +44 (0) 1933 410064 (lines are open from 9am to 5pm (London time), Monday to Friday (excluding public holidays in England and Wales), or (ii) by submitting a request by post to RPC Group Secretariat at Sapphire House, Crown Way, Rushden, Northamptonshire, NN10 6FB. If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this document will not be provided unless such a request is made. RPC Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

8 MARCH 2019

RECOMMENDED SUPERIOR CASH OFFER

for

RPC GROUP PLC

by

BERRY GLOBAL INTERNATIONAL HOLDINGS LIMITED

an indirect wholly-owned subsidiary of Berry Global Group, Inc.

to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

The boards of directors of Berry and RPC are pleased to announce that they have reached agreement on the terms of a recommended superior cash offer, to be made by Berry Bidco, pursuant to which Berry Bidco will acquire the entire issued and to be issued ordinary share capital of RPC. It is intended that the Acquisition will be effected by means of the Scheme.

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out below and in Appendix I and the full terms and conditions to be set out in the Scheme Document, each RPC Shareholder will be entitled to receive:

in respect of each RPC Share:     793 pence in cash (the Consideration )

The Consideration represents:

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 on or after the date of this Announcement and prior to the Effective Date, the Consideration payable in respect of each RPC Share under the Acquisition will be reduced by the gross amount of all or part of any such dividend and/or other form of capital return or distribution.

Berry Bidco (an indirect wholly-owned subsidiary of Berry) believes that the Acquisition of RPC will create a strong global leader in plastic packaging with enhanced growth opportunities.

The Combined Group will benefit from the following key characteristics:

Using Berry’s reported financials from the last 12 months as of 31 December 2018, and RPC’s reported financials from the last 12 months as of 30 September 2018, the Combined Group would have approximate sales of US$13 billion and adjusted EBITDA of US$2.4 billion (including US$150 million of annual synergies). The Acquisition is expected to provide significant value creation to Berry shareholders and is expected to be accretive to earnings and free cash flow metrics.

Berry has a track record of delivering strong and consistent free cash flow post acquisition as demonstrated by the acquisition of AVINTIV Inc., in 2015. Following the completion of the Acquisition Berry expects the Combined Group to de-lever quickly to a target of below 4.0x adjusted EBITDA.

The Consideration payable to RPC Shareholders pursuant to the terms of the Acquisition will be funded through third party debt incurred by the direct subsidiary of Berry and on-lent to Berry Bidco through intercompany loan arrangements. Such third party debt is to be provided under three interim credit agreements arranged by Goldman Sachs Bank USA and Wells Fargo Securities (or affiliates thereof).

Goldman Sachs International and Wells Fargo Securities, as joint lead financial advisers to Berry, are satisfied that sufficient cash resources are available to Berry Bidco to enable it to satisfy in full the Consideration payable to RPC Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

Pursuant to a firm offer announcement dated 23 January 2019, a final cash offer was made for the acquisition of the entire issued and to be issued ordinary share capital of RPC by Rome UK Bidco Limited, a company formed on behalf of funds managed by Apollo, by way of Court-sanctioned scheme of arrangement.

In light of the superior proposal put forward by Berry Bidco as compared to the Apollo Offer, the RPC Directors, who have been so advised by Rothschild & Co, Credit Suisse and Evercore as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their financial advice to the RPC Directors, Rothschild & Co, Credit Suisse and Evercore have taken into account the commercial assessments of the RPC Directors. Rothschild & Co. is providing independent advice to the RPC Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly:

RPC has a strong competitive position and an excellent reputation in the market. Whilst the RPC Board is confident in the long-term prospects of the business, it is also mindful of the risks to the business posed by the current political and macro-economic environment, amongst other factors, and as previously noted, differing investor views on the appropriate level of leverage have been a constraint on RPC’s opportunities and growth. In the view of the RPC Board, RPC’s share price had for some time prior to the commencement of the Offer Period undervalued both the fundamental performance and the prospects of the business.

In view of the considerations above, the RPC Board and its financial advisers considered the possibility of shareholder value being maximised through an offer for RPC and, as announced on 10 September 2018, RPC entered into discussions with a number of parties, including Apollo and Bain Capital.

These discussions were part of a competitive process conducted by the RPC Board. On 23 January 2019, the Apollo Offer was announced at a final offer price of 782.0 pence. RPC was subsequently approached by Berry and engaged with Berry regarding a potential cash offer by Berry for RPC, and this Announcement represents the culmination of that engagement. Berry’s cash offer delivers superior value to RPC’s shareholders than the Apollo Offer.

Having been so advised by its financial advisers, the RPC Board believes that the terms of the Acquisition, being the best and highest offer forthcoming to the RPC Board, are fair and reasonable.

Although the RPC Board is confident about RPC’s future prospects, the RPC Board considers that, in the absence of the Acquisition, it would be unlikely that RPC Shares would trade at the valuation levels implied by the Acquisition in the short to medium term. In addition, the Acquisition provides an opportunity for all RPC Shareholders to obtain liquidity for their investment.

In considering whether to recommend the Acquisition, the RPC Board took into account, inter alia , the following:

Following careful consideration, the RPC Board concluded that the terms of the Acquisition represent a superior offer for RPC Shareholders as compared with the Apollo Offer. Accordingly, the RPC Board has withdrawn its recommendation for the Apollo Offer and unanimously recommends the Acquisition to RPC Shareholders, as set out in paragraph 5 above.

Berry is a Fortune 500 global manufacturer and marketer of plastic packaging products. It has 140 facilities and approximately 24,000 employees across the world. For the financial year ended 29 September 2018, Berry’s revenue was US$7.9 billion. Berry is listed on the New York Stock Exchange and has a market capitalization of approximately US$6.7 billion as at 7 March 2019.

Berry Bidco is a newly incorporated company under the laws of England and Wales, formed by Berry, for the purpose of undertaking the Acquisition. Berry Bidco is an indirect wholly-owned subsidiary of Berry.

RPC is a leading international design and engineering company of plastic products for both packaging and selected non-packaging markets. RPC operates in 33 countries and employs approximately 25,000 people. RPC serves a wide range of customers, including many blue - chip organisations across food and non-food packaging, personal and healthcare and other segments, and has a strong track record of technical expertise and product innovation across multiple polymer conversion processes.

RPC’s strategy is to grow and develop leading positions in its chosen product-markets and geographies in the plastics industry, by establishing strong long-term relationships with its customers and by developing high quality, innovative products that meet customers’ needs.

RPC is headquartered in England and operates throughout the UK, across mainland Europe, Africa, Asia and in the US. RPC’s ordinary shares are admitted to the premium segment of the Official List and to trading on the main market of the London Stock Exchange.

RPC’s end markets include:

Food: RPC produces packaging ranges across many consumer food markets, often involving complex, lightweight or functional value-added designs for markets including dairy and sauce, or incorporating barrier technology for increased shelf-life.

Beverage: RPC manufactures a range of innovative caps and closures for sports drinks and other beverages; coffee capsules and other single serve systems.

Non-Food: RPC has broad capability across the non-food space - and in particular standard product ranges, including strong market positions in industrial containers as well as those for surface coverings.

Healthcare: Inhalers, dose counters and other medical devices are produced by RPC, as well as containers and closures for over the counter and prescription medicines.

Personal Care: Focusing primarily on the beauty and cosmetics markets, RPC’s operations in the personal care market covers multi-part packaging, including dispensing systems, as well as standard product ranges.

Technical Components: RPC’s expertise in technical components covers the production of complex engineered precision moulded components; products for serving the temporary waste solutions market; products manufactures using rotational moulding technology for materials handling and speciality vehicles markets.

RPC operates on a divisional model, with 34 strategic business units spread across seven divisions. Each division combines sites with similar technologies whose expertise centres on specific product and market segments. Regardless of divisional segmentation, close working partnerships exist throughout the RPC Group to facilitate a healthy and constant exchange of knowledge and ideas, and ensure that the RPC Group is always developing the best and most appropriate product for each customer, utilising and combining the necessary skills from anywhere within the RPC Group.

For the financial year ended 31 March 2018, RPC’s revenue was £3,747.7 million (2017: £2,747.2 million). For the six months ended 30 September 2018 (reported on 28 November 2018), RPC’s revenue was £1,892 million (2017: £1,770 million). RPC’s average net debt for the twelve months ended 31 December 2018 was £1,374 million.

Business of the RPC Group

Berry believes that RPC represents an attractive acquisition opportunity, as it believes that the breadth and scale of RPC’s operations in plastic packaging is highly complementary to Berry’s existing businesses and will allow the Combined Group to maintain and further improve its position in product development, innovation and purchasing, as well as to continue to take advantage of the highly fragmented global market for plastic packaging and in Europe in particular.

Berry is confident in the overall prospects of RPC’s business and the sectors in which it supplies packaging and other plastic solutions, and it is excited to support RPC to continue to enhance the quality of its product offering and to grow the value of the business in the longer term.

Berry also believes that the Combined Group will be able to maximise its future growth and profitability potential by capitalizing on the expanded complementary product portfolio and geographic footprint; shared operational, safety, marketing, sustainability, management, and other best practices; and global scale opportunities.

Prior to this Announcement, consistent with market practice, Berry has been granted access to RPC’s senior management for the purposes of high level due diligence. However, because of the RPC Group’s decentralised management structure, applicable regulatory controls, and the constraints of a public offer process, RPC did not permit Berry sufficient access at either a divisional, business unit or manufacturing site level to enable Berry to formulate detailed plans regarding the impact of the Acquisition on the RPC Group or the Berry Group and their respective businesses or employees.

The objective of Berry’s strategy for the RPC Group is to enhance long-term value for all stakeholders by creating a more profitable and capital efficient business. The strategy involves focusing on long-term profitable organic growth and capital allocation across the Combined Group, while also building the Combined Group using a conservative and disciplined approach to identify accretive acquisitions.

In relation to acquisitions, Berry will both review the pipeline of potential acquisition opportunities which have been identified by RPC management and identify other potential acquisition opportunities based on its current pipeline and knowledge of the plastic packaging industry. Berry expects that its assessment of potential acquisition opportunities, which will be part of the evaluation described below, will involve identifying businesses whose size, geographic footprint and/or product range are strategic to the Combined Group’s existing operations platform and consistent with Berry’s objective to enhance long-term value for all stakeholders. Berry expects that such acquisition opportunities would largely be focused on the European, North American and Asian markets.

RPC has also, as part of management’s strategy, made a number of one-off disposals of particular business lines and manufacturing sites. Berry is supportive of management’s current strategy that focuses on products and/or markets where it has scale and competitive advantage and the Combined Group will continue to evaluate, on a case-by-case basis, potential disposal opportunities in relation to non-material, non-core manufacturing sites or business units. Such disposals could involve changes to RPC’s or Berry’s business activities, places of business and fixed asset base. If any divestments are made, the number of employees employed within the Combined Group would likely also be reduced.

Berry’s preliminary evaluation work to identify potential synergies of the Acquisition considers that there will be some overlap between the two businesses, particularly in functional support areas, as well as procurement savings opportunities and efficiencies from sharing of best practices. At this early stage, and relying principally on Berry’s understanding of the market and experience in conducting and integrating previous acquisitions, Berry anticipates the Acquisition to generate annual run-rate cost synergies of around US$150 million (£115 million). Berry believes it will need to incur approximately US$150 million (£115 million) in cumulative one-time pre-tax costs to achieve these savings.

Berry has not received sufficiently detailed information to formulate specific plans regarding the impact of the Acquisition on RPC, its various business units or its employees, and intends to review this further as it progresses through integration of the RPC Group into the broader Berry Group. Subject to such further review, the principal sources of synergies across the Combined Group are anticipated to be as follows:

These synergies are expected to accrue as a direct result of the Acquisition and could not be achieved independently of the Acquisition.

Following this Announcement, Berry intends to undertake a full evaluation of the RPC Group. While the parameters of the review have not yet been finalised, Berry expects that it will involve an evaluation of the short-term and long-term objectives for each of the RPC Group’s seven divisions and the business units within each of them. This evaluation, which is expected to last up to 12 months after the Effective Date, will focus on:

Berry understands the importance of innovation to RPC’s business, and intends to continue to invest in and develop the RPC Group’s design centres, with a view to ensuring in particular that the Combined Group continues to be at the forefront of the development of more sophisticated packaging solutions to optimise re-use and recyclability.

Management and employees

Berry has not yet begun to carry out the evaluation referred to above and has not reached any conclusions as to its likely outcome or made any decisions in relation to any specific actions that may be taken as a result of this evaluation. Berry therefore cannot be certain what impact there will be on the employment of, and the balance of skills and functions of, the management and employees of the Combined Group.

As part of its evaluation in the 12 months after the Effective Date, Berry will be carrying out a review of the Combined Group’s executive management and an assessment of potential alterations to the structure and/or composition of executive management and this may lead to changes in the composition and/or functions of central, divisional or local management (including, potentially, the removal of overlaps and fewer hires to replace employees who leave the businesses as a result of natural attrition). Berry does not have specific proposals for any changes in the composition and/or functions of central, divisional or local executive management, other than the limited reduction in headcount particularly in functional support areas such as those currently supporting RPC’s status as a public listed company as described above.

Berry intends to safeguard the existing employment rights of the management and employees of the Combined Group in accordance with applicable law and does not envisage any material change in the conditions of employment of the management and employees of the Combined Group, other than the possible implementation of incentivisation arrangements for certain members of management of the RPC Group referred to in paragraph 13.

The existing non-executive directors of RPC will resign from office as directors of RPC with effect from the Effective Date.

Headcount

The Berry Board recognises that in order to achieve the expected benefits of the Acquisition, operational and administrative restructuring will be required following completion of the Acquisition. The steps for such a restructuring are not yet known, but it is anticipated that headcount reductions would total less than 0.5% across the Combined Group (including in particular from functional support areas such as those currently supporting RPC’s status as a public listed company and a limited number of roles at RPC’s facilities). Berry will aim to retain the best talent across the Combined Group.

The finalisation and implementation of any restructuring, integration and workforce reductions will be subject to detailed and comprehensive planning as part of the evaluation to be undertaken in the 12 months after the Effective Date, and would be subject to appropriate engagement with stakeholders, including affected employees and any appropriate employee representative bodies in accordance with the legal obligations of the Combined Group. Berry would commence this engagement process long enough before any final decision is taken to implement any job reductions so as to ensure that relevant legal obligations are complied with. Where opportunities arise as part of an open recruitment exercise, Berry would look to encourage affected employees to apply for alternative positions within the Combined Group and prioritise, to the extent possible, their applications.

In addition, Berry has agreed with RPC in the Co-operation Agreement certain arrangements in respect of (a) bonus determinations for management and employees of the RPC Group, (b) the treatment of outstanding options and awards over RPC Shares under the RPC Share Plans, and (c) the provision to RPC Group employees whose employment is terminated (other than for gross misconduct) within 12 months after the Effective Date of termination benefits no less favourable than those to which they would have been entitled, or which were provided for under an RPC policy applicable to such employee, immediately prior to the Announcement.

Business locations and fixed assets

The Combined Group’s headquarters will be located at Berry’s head office in Evansville, Indiana, USA, while RPC’s head office is intended to continue to be based in Northamptonshire, England (with those members of RPC’s senior management who are not based in Northamptonshire, England continuing to be based in their current locations). Berry does not envisage any material change to the Combined Group’s other locations of business, or any need to redeploy any of the RPC Group’s fixed assets, as a result of the Acquisition.

Pensions

The RPC Group sponsors three UK defined benefit pension schemes, being the RPC Scheme, the M&H Plan and the BPP Scheme.

The governing documentation in respect of each of the RPC Scheme and the BPP Scheme provides that these schemes are closed to the admission of new members and future accrual by existing members.

The governing documentation in respect of the M&H Plan provides that (except for members who are entitled to lump sum death in service benefits only) the scheme is closed to new entrants but remains open to accrual of further benefits by existing members. Berry has no plans to terminate accrual under the M&H Plan for existing members.

Subject to any specific agreements reached with the trustees of each DB Scheme, Berry plans to maintain contributions payable to the DB Schemes under existing schedules of contributions entered into pursuant to Part 3 of the Pensions Act 2004.

Berry has held constructive discussions with the trustees of each of the DB Schemes in relation to the impact of the Acquisition on each DB Scheme. Berry has entered into a memorandum of understanding with the trustee of the RPC Scheme and continues to have constructive discussions regarding memoranda of understanding with the trustees of each of the BPP Scheme and the M&H Plan.

Under the memorandum of understanding in relation to the RPC Scheme dated 7 March 2019 (the RPC Scheme MoU ), the trustee of the RPC Scheme has confirmed, based on the information that has been provided to it by Berry, that the Acquisition will not weaken the employer covenant supporting the RPC Scheme and will not be materially detrimental to the likelihood of benefits under the RPC Scheme being received. On that basis, Berry has agreed with the trustee of the RPC Scheme that a “business as usual” approach is appropriate for finalising the triennial actuarial valuation for the RPC Scheme as at 31 March 2018, which would result in an increase in annual deficit repair contributions from the current £3.9 million per annum to £6.3 million per annum (increasing by 3 per cent. per annum) until 30 September 2024.

The RPC Group also operates defined contribution pension scheme arrangements. Berry does not intend to make any changes to the terms of these arrangements or the policy on admission of new members to these arrangements.

Trading facilities

RPC is currently listed on the Official List and, as set out in paragraph 15, a request will be made to the London Stock Exchange to cancel trading in RPC Shares and de-list RPC from the Official List, to take effect on or shortly after the Effective Date.

Confidentiality Agreement

Berry and RPC have entered into a confidentiality agreement dated 1 February 2019 (the Confidentiality Agreement ) pursuant to which Berry has undertaken, among other things, to keep confidential information relating to RPC and not to disclose it to third parties (other than to permitted disclosees) unless, among other circumstances, required by law or regulation or at the request of applicable regulatory, governmental or supervisory organisations.

The Confidentiality Agreement also contains undertakings from Berry for a period ending on 22 August 2019, subject to certain exceptions, it will not solicit certain senior and other employees of the RPC Group.

Clean Team Guidelines

Berry and RPC have agreed clean team guidelines dated 28 February 2019 (the Clean Team Guidelines ) for the protection and disclosure of limited commercially and/or competitively sensitive RPC information to certain named Berry individuals (the Clean Team Members ) for the purposes of carrying out commercial due diligence in order to evaluate the Acquisition (the Clean Team Only Information ). The Clean Team Members have each agreed to keep confidential Clean Team Only Information relating to RPC and not to disclose it to any persons who are not Clean Team Members, unless the Clean Team Only Information has been redacted or otherwise masked through aggregation and/or anonymizing the information in such a manner which would render the information no longer commercially sensitive, or otherwise competitively sensitive.

Co-operation Agreement

Berry Bidco, Berry and RPC have entered into a co-operation agreement dated 8 March 2019 (the Co-operation Agreement ) pursuant to which:

The Co-operation Agreement records the parties’ intention to implement the Acquisition by way of Scheme, subject to the ability of Berry Bidco to implement the Acquisition by way of a Takeover Offer with the consent of the Panel. The Co-operation Agreement will terminate in certain circumstances, including if the Scheme does not become Effective by the Long Stop Date.

RPC Scheme MoU

As described in paragraph 9 above, Berry has entered into a memorandum of understanding with the trustee of the RPC Scheme relating to the funding of the RPC Scheme following completion of the Acquisition.

The Acquisition is subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document including, among other things:

It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement between RPC and the Scheme Shareholders pursuant to Part 26 of the Companies Act 2006.

The purpose of the Scheme is to provide for Berry Bidco to become the holder of the entire issued and to be issued ordinary share capital of RPC. This is to be achieved by the transfer of the Scheme Shares to Berry Bidco, in consideration for which the Scheme Shareholders will receive the Consideration.

To become Effective, the Scheme must be approved at the Court Meeting by a majority in number of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) who are on the register of members of RPC at the Scheme Voting Record Time present and voting, whether in person or by proxy, representing three quarters or more of the votes attached to the Scheme Shares cast by those Scheme Shareholders (or the relevant class or classes thereof, if applicable). The Scheme also requires the passing at the RPC General Meeting of the RPC Resolutions. The RPC General Meeting is expected to be held immediately after the Court Meeting. Following the RPC Meetings, the Scheme must be sanctioned by the Court. Finally, a copy of the Court Order must be delivered to the Registrar of Companies for registration, upon which the Scheme will become Effective.

The Scheme is also subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions that will be set out in the Scheme Document.

The Scheme Document will include full details of the Scheme, together with the notices convening the Court Meeting and the RPC General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be taken by RPC Shareholders. Subject to restrictions in respect of Restricted Jurisdictions, the Scheme Document will be sent to RPC Shareholders and, for information only, to persons with information rights and holders of options and/or awards granted under the RPC Share Plans, as soon as reasonably practicable, and in any event (save with the consent of the Panel), within 28 days of this Announcement.

The Scheme is expected to become Effective early in the third quarter of 2019, subject to the satisfaction or (where applicable) waiver of the Conditions. If the Scheme does not become Effective on or before the Long Stop Date, it will lapse and the Acquisition would not proceed (unless RPC and Berry Bidco otherwise agree and the Panel otherwise consents).

Upon the Scheme becoming Effective, (i) it will be binding on all RPC Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the RPC General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of RPC Shares will cease to be valid and entitlements to RPC Shares held in CREST will be cancelled. The Consideration payable under the Scheme will be despatched to Scheme Shareholders by Berry Bidco no later than 14 days after the Effective Date.

Upon the Scheme becoming Effective, the non-executive directors of RPC will resign as directors of RPC.

The Scheme will be governed by English law and will be subject to the jurisdiction of the Court. The Scheme will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the UKLA.

Berry Bidco believes that the ongoing participation of senior management of the RPC Group is very important to the future success of the RPC Group. Accordingly, Berry Bidco intends to put in place certain incentivisation arrangements for selected members of senior management of the RPC Group with effect from and/or following completion of the Acquisition. However, no discussions in relation to such arrangements have yet taken place.

Participants in any of the RPC Share Plans will be contacted regarding the effect of the Acquisition on their rights under the RPC Share Plans and appropriate proposals will be made to such participants in due course. Details of the proposals will be set out in the Scheme Document and in separate letters to be sent to participants in the RPC Share Plans.

The Acquisition will apply to any RPC Shares which are unconditionally allotted, issued or transferred to satisfy the vesting of awards or the exercise of options under the RPC Share Plans prior to the Scheme Record Time.

The Co-operation Agreement contains certain agreed arrangements with respect to the treatment of outstanding awards and options over RPC Shares under the RPC Share Plans.

It is intended that, prior to the Scheme becoming Effective, RPC will make an application for the cancellation of the listing of RPC Shares on the Official List and for the cancellation of trading of the RPC Shares on the London Stock Exchange’s main market for listed securities, in each case to take effect on or shortly after the Effective Date. The Scheme Document will set out details of the expected last day of dealings in RPC Shares on the main market of the London Stock Exchange and the latest time for registration of transfers prior to the Effective Date.

Berry Bidco also proposes that, after the RPC Shares are delisted, RPC will be re-registered as a private company limited by shares.

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 on or after the date of this Announcement and prior to the Effective Date, the Consideration payable in respect of each RPC Share under the Acquisition will be reduced by the gross amount of all or part of any such dividend and/or other form of capital return or distribution.

Berry made an Opening Position Disclosure setting out the details required to be disclosed by it under Rule 8.1(a) of the Takeover Code on 14 February 2019.

Neither Berry Bidco, nor any of the Berry Bidco directors, nor, so far as Berry Bidco is aware, any person acting in concert (within the meaning of the Takeover Code) with it has: (i) any interest in or right to subscribe for any relevant securities (within the meaning of the Takeover Code) of RPC; nor (ii) any short positions in respect of any relevant securities of RPC (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; nor (iii) borrowed or lent any relevant securities of RPC (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code), nor is any such person party to any dealing arrangement of the kind referred to in Note 11 of the definition of “acting in concert” in the Takeover Code in relation to relevant securities of RPC.

‘Interests in securities’ for these purposes arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having an ‘interest’ by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

Berry Bidco reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the acquisition of the RPC Shares by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in structure by which the Acquisition is to be implemented (including, subject to the terms of the Co-operation Agreement, an acceptance condition set at 90 per cent. of the RPC Shares to which such Takeover Offer relates or such lesser percentage as Berry Bidco may decide in accordance with paragraph 8 of Part B of Appendix I, subject to the Panel’s consent) and compliance with all applicable laws, including US securities laws.

The Acquisition will be made on the terms and subject to the Conditions and further terms set out in Appendix I to this Announcement. The sources of information and bases of calculations contained in this Announcement are set out in Appendix II to this Announcement. Certain terms used in this Announcement are defined in Appendix III to this Announcement.

Each of Goldman Sachs International, Wells Fargo Securities, J.P. Morgan Securities plc, Rothschild & Co, Credit Suisse, Evercore, Jefferies and Deutsche Bank has given and not withdrawn its consent to the publication of this Announcement with the inclusion herein of the references to its name in the form and context in which it appears.

Copies of the following documents will, by no later than 12 noon on the Business Day following this Announcement, be made available on RPC’s website at http://www.rpc-group.com /corporate/investors and on Berry’s website at http://ir.berryglobal.com/possible-offer-rpc-group-plc-1 until the Effective Date:

Neither the contents of RPC’s or Berry’s websites, nor the contents of any other website accessible from hyperlinks on such website, are incorporated into or form part of this Announcement.

There will be an analysts’ briefing at 3 p.m. (London time) / 9 a.m. (Central Standard Time) today.

To join the conference call, dial one of the following numbers at any time from 3 p.m. (London time) / 9 a.m. (Central Standard Time) today:

A replay of the conference call will be available from 6 p.m. (London time) / 12 p.m. (Central Standard Time) on 8 March 2019 by dialling one of the following numbers:

Enquiries:

Dustin M. Stilwell

Mark Sorrell

Colin Convey

Owain Evans

Jimmy Bastock (Corporate Broking)

Sam Small

Paul Wren

Chris Tucker

Brandon Coffey

James Deal

Nick Giles, Company Secretary
Andrew Collins, Investor Relations Manager

Charles Montgomerie
David Weinberg

Mohammed Moolla

Cathal Deasy
Joe Hannon
Karl Montfort

Anthony Laubi

Jonathan Wilcox
David Watkins

Charles Wilkinson
Richard Sheppard

Richard Mountain
Nick Hasell

Freshfields Bruckhaus Deringer LLP and Bryan Cave Leighton Paisner LLP are retained as legal advisers to Berry. Slaughter and May is retained as legal adviser to RPC.

Important Notices about Financial Advisers

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 plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom. J.P. Morgan Cazenove 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 clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to the contents of this Announcement or any other matter referred to herein.

Rothschild & Co, which is authorised and regulated by the FCA 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, which is authorised by the PRA and regulated by the PRA and the FCA 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, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively to RPC 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 shall not be responsible to anyone other than RPC for providing the protections afforded to clients of Evercore, or for providing advice in connection with the matters set out in this Announcement. 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, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this Announcement, any statement contained herein or otherwise.

Jefferies, which is authorised and regulated in the United Kingdom by the FCA, 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 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 PRA. 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 PRA and FCA. Neither 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.

Further Information

This Announcement is provided for information purposes only. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, exchange, 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 will there be any sale, issuance, exchange or transfer of securities of RPC pursuant to the Acquisition or otherwise in any jurisdiction in contravention of applicable law.

The Acquisition will be subject to English law and to the applicable requirements of the Takeover Code, the Panel, the Listing Rules, the London Stock Exchange and the UKLA.

The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of the Scheme or other response in relation to the Acquisition by RPC Shareholders should be made only on the basis of the information contained in the Scheme Document. RPC Shareholders are advised to read the Scheme Document (including the related Forms of Proxy) carefully once these become available because they will contain important information in relation to the Acquisition.

Berry Bidco reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the acquisition of the RPC Shares by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect, among other things, the change in structure by which the Acquisition is to be implemented and compliance with all applicable laws, including US securities laws.

Restricted Jurisdictions

The release, publication or distribution of this Announcement in, into or from jurisdictions other than the United Kingdom may be restricted by law and therefore any persons into whose possession this Announcement comes who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their RPC Shares with respect to the Scheme at the Court Meeting, to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf may be affected by the laws of the relevant jurisdiction in which they are located. Any failure to comply with such requirements or restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and other persons involved in the Acquisition disclaim any responsibility or liability for any violation of such restrictions by any person.

This Announcement has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation and the Disclosure and Transparency Rules 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 and regulations of jurisdictions outside England.

Unless otherwise determined by Berry Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. No person may vote in favour of the Acquisition by any use, means, instrumentality or form, and the Acquisition will not be capable of acceptance, from or within a Restricted Jurisdiction, if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction, where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from Restricted Jurisdictions, where to do so would violate the laws in that jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation) the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to RPC Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom will be contained in the Scheme Document.

Additional information for US investors

The Acquisition relates to the shares of a UK company and is being made by means of a scheme of arrangement provided for under the Companies Act. 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 Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules and the US Securities Act. If, in the future, Berry Bidco exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act. Financial information included in this Announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US GAAP.

The receipt of cash consideration by a US holder for the transfer of its RPC Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each RPC Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him, including under applicable United States state and local, as well as foreign and other, tax laws.

It may be difficult for US holders of RPC Shares to enforce their rights and any claim arising out of the US federal securities laws, since RPC is located primarily in a non-US jurisdiction, and some or all of its 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 the 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 United Kingdom 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 United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com .

In accordance with the Takeover Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Goldman Sachs International and J.P. Morgan Securities plc will continue to act as exempt principal traders 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.

Non-GAAP Financial Measures

This Announcement includes certain non - GAAP financial measures such as adjusted EBITDA to supplement, not substitute for, comparable measures. Investors are urged to consider carefully the comparable GAAP measures and the reconciliations to those measures provided in RPC’s financial statements and Berry’s earnings release, presentations, and SEC filings. Adjusted EBITDA is a non-GAAP financial measure used by management to measure performance of RPC’s and Berry’s operations (as applicable), and also among the criteria upon which performance-based compensation may be based. Adjusted EBITDA also is used by Berry’s lenders for debt covenant compliance purposes. Further information about RPC’s non-GAAP measures is available in RPC’s financial statements and further information about Berry’s non-GAAP measures is available on Berry’s website at http://ir.berryglobal.com/ .

Cautionary Note Regarding Forward Looking Statements

This Announcement contains certain “forward-looking statements” with respect to the financial condition, results of operations and business of RPC and certain plans and objectives of Berry Bidco with respect thereto. These statements are based on the current expectations of the management of Berry Bidco (or where expressly stated, the RPC Board) and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Scheme on Berry and RPC and the anticipated synergies to be realised from the Scheme, the expected timing and scope of the Scheme, and other statements other than historical facts.

Forward-looking statements include statements typically containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”, “anticipates”, “targets”, “estimates” and words of similar import. Although Berry Bidco or RPC (as applicable) believe that the expectations reflected in such forward-looking statements are reasonable, Berry Bidco or RPC (as applicable) can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements. These factors include: the ability of Berry and RPC to integrate the businesses successfully and to achieve anticipated synergies or benefits; local and global political and economic conditions; significant price discounting by competitors; changes in consumer habits and preferences; foreign exchange rate fluctuations and interest rate fluctuations (including those from any potential credit rating decline); legal or regulatory developments and changes; the outcome of any litigation; the impact of any acquisitions or similar transactions; competitive product and pricing pressures; success of business and operating initiatives; and changes in the level of capital investment. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.

Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Berry, Berry Bidco, any member of the Berry Group and RPC do not undertake any obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Disclosure requirements of the Takeover Code

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 pm (London time) on the 10 ^th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10 ^th 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 http://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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by RPC Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from RPC may be provided to Berry Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and Availability of Hard Copies

A copy of this Announcement and the documents required to be published by Rule 26 of the Takeover Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on RPC’s website at http://www.rpc-group.com/corporate/investors and Berry’s website at http://ir.berryglobal.com/possible-offer-rpc-group-plc-1 by no later than 12 noon (London time) on the Business Day following this Announcement. For the avoidance of doubt, neither the content of any website referred to in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.

RPC Shareholders may request a hard copy of this Announcement by: (i) contacting RPC Group Secretariat during business hours on +44 (0) 1933 410064 (lines are open from 9am to 5pm (London time), Monday to Friday (excluding public holidays in England and Wales), or (ii) by submitting a request by post to RPC Group Secretariat at Sapphire House, Crown Way, Rushden, Northamptonshire, NN10 6FB. If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this document will not be provided unless such a request is made. RPC Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Appendix I

Conditions and further terms of the Acquisition

Part A Conditions of the Scheme and the Acquisition

Long Stop Date

Scheme approval

General Conditions

Antitrust clearances

European Union merger control

US merger control

China merger control

Mexico merger control

Russia merger control

South Africa merger control

Turkey merger control

Notifications, waiting periods and Authorisations

General antitrust and regulatory