Rpc Group Regulatory News (RPC)

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

FOR IMMEDIATE RELEASE

20 March 2019

RPC Group plc ("RPC") has been notified by Pim Vervaat, Chief Executive Officer, that he intends on or after 21 March 2019 to sell 240,000 ordinary shares in the capital of RPC. Pim intends to use part of the proceeds of the sale to satisfy payment of capital gains tax in the Netherlands, to possibly finance a residential property purchase and to diversify his portfolio exposure. Following the share sale, Pim will retain 200,000 RPC shares.

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

Pim and Simon have confirmed that they continue to intend, together with the other members of the board of RPC, to recommend the offer by Berry Global International Holdings Limited, which was announced on Friday 8 March 2019, to RPC shareholders.

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

Enquiries

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement, together with copies of the deeds of release by Rome Bidco, will be available at https://www.rpc-group.com/corporate/investors/offer-by-apollo-for-rpc, by no later than 12 noon (London time) on 21 March 2019. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.