TIDMBERY TIDMRPC
RNS Number : 2994B
Berry Global Group, Inc.
06 June 2019
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
FOR IMMEDIATE RELEASE
6 June 2019
RECOMMED CASH ACQUISITION
for
RPC GROUP PLC ("RPC")
by
BERRY GLOBAL INTERNATIONAL HOLDINGS LIMITED ("Berry Bidco")
an indirect wholly-owned subsidiary of Berry Global Group, Inc.
("Berry")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Update on antitrust clearances in relation to the proposed
acquisition of RPC
On 8 March 2019, Berry Bidco and RPC announced a recommended
superior cash offer by Berry Bidco for RPC under Rule 2.7 of the
Takeover Code (the "Rule 2.7 Announcement"), to be implemented by
way of a scheme of arrangement (the "Scheme"). On 26 March 2019,
RPC announced that the circular relating to the Scheme had been
posted to RPC Shareholders (the "Scheme Document").
Berry Bidco announces that the Federal Antimonopoly Service of
Russia has granted unconditional clearance in connection with the
Acquisition in accordance with Federal Law No. 135-FZ 'On the
Protection of Competition' dated 26 July 2006, as amended.
Condition 3(e) of the Scheme has accordingly been satisfied.
Berry Bidco confirms that each of the antitrust Conditions of
the Scheme set out in Conditions 3(a) to (g) of the Scheme has been
satisfied.
Capitalised terms used and not defined in this announcement have
the meanings given to them in the Scheme Document.
A copy of this announcement will be made available in accordance
with Rule 26.1 of the Takeover Code on Berry's website at
http://ir.berryglobal.com.
Enquiries:
Berry Global Group, Inc. Tel: +1 812 306
2964
Dustin M. Stilwell
Goldman Sachs International Tel: +44 (0)207
(Joint Lead Financial Adviser to 774 1000 / +1 212
Berry) 902 1000
Mark Sorrell
Colin Convey
Owain Evans
Jimmy Bastock (Corporate Broking)
Wells Fargo Securities Tel: +44 (0)207
(Joint Lead Financial Adviser to 149 8100 / +1 704
Berry) 410 1147
Sam Small
Paul Wren
Chris Tucker
Brandon Coffey
J.P. Morgan Securities Tel: +44(0) 207
(Financial Adviser to Berry) 742 4000
James Deal
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 LLC ("J.P. Morgan Securities") is
authorised by the U.S. Securities and Exchange Commission and
regulated by the Financial Industry Regulatory Authority and the
U.S. Securities and Exchange Commission. J.P. Morgan Securities is
acting exclusively as financial adviser to Berry and no one else in
connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the
matters set out in this announcement and will not be responsible to
anyone other than Berry for providing the protections afforded to
its client, nor for providing advice in relation to the contents of
this announcement or any other matter referred to herein.
Further Information
This announcement is 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 FCA.
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 contains 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 because they 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 legal or regulatory
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 are 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 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.
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 10th business
day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at 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.
Publication on Website
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 Berry's website at
http://ir.berryglobal.com 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.
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
OUPUGUQUQUPBPUA
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June 06, 2019 02:00 ET (06:00 GMT)
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