THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

This announcement is not a prospectus and does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any shares in RPC Group Plc or securities in any other entity, in any jurisdiction, including the United States, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.

1 May 2014

For immediate release

RPC Group Plc

Proposed Acquisition of ACE Corporation Holdings Limited

Proposed Placing to raise approximately £75 million and issue of 8,509,841 Consideration Shares

RPC Group Plc (“RPC” or the “Company” or the “Group”), an international rigid plastic packaging supplier to the food and non-food, consumer and industrial markets, announces the proposed acquisition of ACE Corporation Holdings Limited (“ACE”) for an initial consideration of US$301 million (£178 million)1 and a total consideration of up to US$430 million (£255 million) on a cash-free, debt-free basis, subject to customary adjustments (the “Acquisition”). The maximum earn-out consideration of US$129 million (£76 million) will become due upon ACE achieving EBITDA CAGR of at least 15.6% over the four year period ending 31 December 2017. The initial consideration to be paid for ACE represents a multiple of 7.4 times 2013 EBITDA.

ACE, established over 25 years ago, is one of the Far East’s industry leaders in the manufacture of plastic injection moulded components and injection moulding tools for niche segments within the packaging, lifestyle, medical, power and automotive end markets. Headquartered in Hong Kong, ACE operates five technologically advanced production plants in mainland China with approximately 3,300 employees. For the year ended 31 December 2013, ACE achieved revenues of HK$1,355 million (£104 million)2 and EBITDA of HK$314 million (£24 million), these results representing growth of 25% and 38% respectively from the year ended 31 December 2012.

RPC proposes to fund the initial consideration of US$301 million (£178 million) through the issue of approximately 8.5 million new Ordinary Shares to the ACE shareholders (subject to customary “lock-up” arrangements) (the “Consideration Shares”), the placing to raise approximately £75 million, with the balance funded through a new revolving credit facility arranged alongside the Acquisition and existing cash reserves. The Board expects pro forma leverage as at 31 March 2014 to be approximately 1.8 times the Enlarged Group’s net debt / EBITDA.

Highlights of the Acquisition

The Board believes that ACE represents an excellent opportunity in the context of the Group’s growth and acquisition strategy. RPC identified ACE as a compelling acquisition target some time ago and has spent the past three years working with the management team and shareholders of ACE to fully understand the business, assess the combined fit with RPC and, latterly, negotiate the terms of the Acquisition. ACE has been a long-term supplier of moulds for the Superfos business, which is now part of RPC.

The Board believes that the Acquisition is attractive to RPC’s shareholders and offers a number of benefits and opportunities, in particular:

• ACE’s business focus on high-growth niche segments and portfolio of high quality innovative products supported by significant market and product expertise with complementary mould-making capabilities

• ACE’s consistent financial track record of high growth and strong margin performance − Operating profit has grown organically from HK$94 million in 2011 to HK$245 million in 2013

• ACE’s experienced management team

• ACE represents an excellent platform for growth in the Far East through its established

manufacturing and sales base

• ACE provides RPC with the ability to develop broader relationships with its existing customers

− RPC has had requests from a number of its global blue chip customers to support their operations in the Far East

• The scope to realise additional operating benefits over time

− Wider range of products − Sharing of technical innovations and know-how

− Strengthened combined resource across commercial and operational areas

− A platform for further acquisition opportunities in the Far East

The Board expects the Acquisition to generate annual pre-tax cost savings of at least £1 million from the first full financial year onwards.

The Acquisition is expected to enhance RPC’s earnings per share in the first full financial year post Acquisition3 with pro forma ROCE ahead of RPC’s WACC and ACE’s RONOA exceeding 30% in 2013.

Jamie Pike, Chairman of RPC, commented

“We are delighted to announce the acquisition of ACE which represents a further step in RPC’s continued progress as a supplier of rigid plastic solutions to its customers world-wide.

“The acquisition represents a strategic move for RPC establishing a strong and well-invested manufacturing footprint in the Far East where we believe there is an opportunity for continued high growth. We look forward to welcoming ACE into the Group and to generating further value to Shareholders as we grow our manufacturing and sales base in the Far East.”

Pim Vervaat, Chief Executive of RPC, commented

“ACE represents an excellent opportunity in the context of the Group’s growth strategy in-line with ‘Vision 2020’ to create a meaningful presence outside of Europe.

“RPC and ACE have worked together for several years and it is clear that the combination represents a compelling fit. ACE’s focus on high growth niche segments and its expertise and market position in mould making further enhance RPC’s business model. We are excited to be able to support our customers in the Far East through the acquisition of ACE.”

The Acquisition is conditional, amongst other things, on the approval of Shareholders of RPC at the General Meeting to be held on 19 May 2014, the required German competition law approval, and completion of the Placing. The Acquisition is expected to complete by early June 2014.

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A prospectus relating to the Acquisition, the Placing Shares and the Consideration Shares is expected to be published today and posted to Shareholders on 2 May 2014. The Prospectus, when published, will be made available on RPC's website and will be submitted to the National Storage Mechanism and be available for inspection at http://www.morningstar.co.uk/uk/nsm.do. Analyst presentation

RPC will host an analyst and investor presentation at 8.30 a.m. today at the offices of Deutsche Bank, 1 Great Winchester Street, London, EC2N 2DB.

Conference Call Dial In Details United Kingdom dial in 0800 9531287 International dial in +44 (0) 1452 560297 Conference ID 38792895 There will also be a replay facility from 1 May 2014 12:00 BST to 7 May 2014 12:00 BST United Kingdom dial in 0800 9531533 International dial in +44 1452 550000 Playback ID 38792895 Copies of this announcement and of the management presentation on the Acquisition will be made available on RPC's website (www.rpc-group.com) today.

For further information, please contact:

RPC Group Plc: +44 (0)1933 410064 Pim Vervaat, Chief Executive Simon Kesterton, Group Finance Director Rothschild – Financial Adviser and Sponsor: +44 (0)20 7280 5000 Charles Montgomerie Yuri Shakhmin Deutsche Bank AG, London Branch ("Deutsche Bank") – Joint Bookrunner:

+44 (0)20 7545 8000

Charles Wilkinson Drew Price Panmure Gordon (UK) Limited – Joint Bookrunner: +44 (0)20 7886 2500 Andrew Godber Tom Salvesen FTI Consulting: +44 (0)20 3727 1340 Richard Mountain Nick Hasell

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Notes

1 Sterling and US$ conversions based on the exchange rate of £1 : US$1.69

2 Sterling and HK$ conversions based on the exchange rate of £1 : HK$13.09

3 This should not be construed as a profit forecast or interpreted to mean that the future earnings per share, profits, margins or cashflows of the Group will necessarily be greater than the historic published figures

This summary should be read in conjunction with the full text of this announcement.

This announcement does not constitute an offer to buy or to subscribe for, or the solicitation of an offer to buy or subscribe for, any ordinary shares in RPC (“Ordinary Shares”) in any jurisdiction.

The Ordinary Shares have not been and will not be registered under the Securities Act, or with any regulatory authority or under the applicable securities laws of any state or other jurisdiction of the United States or qualified for distribution under any applicable securities laws outside of the United Kingdom. The Ordinary Shares may not be offered, sold, taken up, resold, transferred or delivered, directly or indirectly, in the United States (as defined in Rule 902 under Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of the states of the United States. There will be no public offer of the Ordinary Shares in the United States. None of the Ordinary Shares, the Form of Proxy, this announcement or any other document connected with the Placing has been or will be approved or disapproved by the United States Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, and none of the foregoing authorities or any securities commission has passed upon or endorsed the merits of the offering of the Ordinary Shares, the Form of Proxy or the accuracy or adequacy of this announcement or any other document connected with. Any representation to the contrary is a criminal offence in the United States.

Rothschild, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom is acting solely for the Company in relation to the Acquisition and the Placing and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the Acquisition or the Placing or any other matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Rothschild, by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Rothschild does not accept any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Ordinary Shares, the Acquisition or the Placing, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Rothschild accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which each of them might otherwise have in respect of this announcement or any such statement.

Deutsche Bank, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting solely for the Company in relation to the Placing and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Deutsche Bank nor for providing advice in relation to the Placing or any other matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Deutsche Bank, by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Deutsche Bank does not accept any responsibility whatsoever or make any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Ordinary Shares or the Placing, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Deutsche Bank accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement.

Panmure Gordon, which is regulated by the Financial Conduct Authority in the United Kingdom, is acting solely for the Company in relation to the Placing and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Panmure Gordon nor for providing advice in relation to the Placing or any other matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Panmure Gordon, by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Panmure Gordon does not accept any responsibility whatsoever or make any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Ordinary Shares or the Placing, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Panmure Gordon accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement.

This announcement includes statements that are, or may be deemed to be “forward-looking statements”. The words “believe,” “anticipate,” “expect,” “intend,” “aim,” “plan,” “predict,” “continue,” “assume,” “positioned,” “may,” “will,” “should,” “shall,” “risk” and other similar expressions that are predictions of or indicate future events and future trends identify forward-looking statements. These forward-looking statements include all matters that are not historical facts. An investor should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are in many cases beyond the Company’s control. By their nature, forward-looking statements involve risks and

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uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Company cautions investors that forward-looking statements are not guarantees of future performance and that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward-looking statements that the Company, or persons acting on its behalf, may issue. Factors that may cause the Company’s actual results to differ materially from those expressed or implied by the forward-looking statements in this announcement include but are not limited to the risks described under “Risk factors” in the Prospectus.

These forward-looking statements reflect the Company’s judgment at the date of this announcement and are not intended to give any assurances as to future results. Furthermore, forward-looking statements contained in this announcement that are based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Except as required by FSMA, the Listing Rules, Disclosure and Transparency Rules and or/the Prospectus Rules, the Company undertakes no obligation to update these forward-looking statements, and will not publicly release any revisions it may make to these forward-looking statements that may result from events or circumstances arising after the date of this announcement. The Company will comply with its obligations to publish updated information as required by FSMA, the Listing Rules, the Disclosure and Transparency Rules and/or the Prospectus Rules or otherwise by law and/or by any regulatory authority, but assumes no further obligation to publish additional information.

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Further information in relation to the Acquisition, the proposed Placing and the issue of the Consideration Shares

1. Introduction

RPC announces that it has entered into a conditional agreement to acquire ACE for an initial consideration of US$301 million (£178 million)1 and a total consideration of up to US$430 million (£255 million) on a cash-free, debt-free basis, subject to customary adjustments. ACE is one of the Far East’s industry leaders in the manufacture of plastic injection moulded components and injection moulding tools for niche segments within the packaging, lifestyle, medical, power and automotive end markets.

The initial consideration of US$301 million (£178 million) to the ACE Sellers will be satisfied through the issue of approximately 8.5 million Consideration Shares and the payment in cash of US$212 million (£126 million) subject to customary adjustments. Further contingent payments in cash of up to US$129 million (£76 million) are payable by RPC subject to ACE’s financial performance up to the financial year ending 31 December 2017. The initial consideration to be paid for ACE represents a multiple of 7.4 times 2013 EBITDA.

The Acquisition represents a strategic opportunity for RPC to establish a strong and well-invested manufacturing footprint in the Far East where the Board believes there is an opportunity for continued higher market growth. ACE’s presence in high growth niche segments and its extensive product portfolio is complementary to RPC, is in line with Vision 2020, builds on RPC’s successful acquisition history (most significantly Superfos in 2010) and meets its strict acquisition criteria. The Board believes that the Acquisition will further enhance RPC’s business model and provide a platform for growth in the Far East delivering operational benefits that will create long-term value for Shareholders.

The cash element of the initial consideration and associated expenses will be funded from a combination of the net Placing proceeds, new debt and the Group’s existing cash reserves. The Group intends to raise approximately £75 million of gross proceeds by way of the Placing. In addition, the Group will draw from the RCF for the purposes of funding the Acquisition and associated expenses. RPC will assume ACE’s cash and debt balances on Completion. Any balance of the initial consideration and associated expenses will be funded from the Group’s existing cash reserves.

Applications will be made for the Placing Shares and the Consideration Shares to be admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange’s main market for listed securities.

The Placing is not conditional on completion of the Acquisition. If the Acquisition does not complete, the Placing will still complete (subject to Admission of Placing Shares) and the Company intends that the net proceeds of the Placing would be retained by the Company for general corporate purposes and (where possible) acquisitions that fulfil the Company’s strategic objectives.

As a result of its size, the Acquisition is conditional upon, among other things, the approval of Shareholders. Accordingly, a resolution to approve the Acquisition will be proposed at a General Meeting of the Company to be held at Weil, Gotshal & Manges, 110 Fetter Lane, London EC4A 1AY, on 19 May 2014.

2. Summary information on ACE

ACE is a China-based and Hong Kong headquartered award-winning manufacturer of complex plastic injection moulded components and injection moulding tools for the packaging, lifestyle, medical, power and automotive end markets. For the year ended 31 December 2013, ACE achieved revenues of HK$1,355 million (£104 million)2 and EBITDA of HK$314 million (£24 million), these results representing growth of 25% and 38% respectively from the year ended 31 December 2012.

ACE was established over 25 years ago and provides injection moulded components, original equipment manufacture and original design manufacture products to customers located around the world. It is an internationally well-recognised mould maker servicing many demanding international

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customers, many of whom are Fortune 1000 companies. ACE operates a technologically advanced manufacturing platform with strong management capabilities that have achieved strong growth and profitability rates over the last few years. ACE has been a long-term supplier of moulds for the Superfos business, which is now part of the Group.

ACE is recognised internationally and has won numerous industry awards such as the 2013 Supplier Award from Rockwell Automation, the 2010 Supplier of Excellence Award from Tyco, the 2007 Philips Global Award, the Mould Design Award (six times), the Mould Maker of the Year Award (three times) and numerous awards from the Chinese government. In addition, Jack Yeung, CEO of ACE, won the 2013 World Outstanding Chinese Award.

ACE’s manufacturing footprint comprises five technologically advanced production plants in Shenzen (two plants, Shatou and Gonghe), Shanghai, Zhuhai and Hefei, all in mainland China. All plants perform both injection moulding and tool making except for the Shenzhen (Shatou) plant which is a dedicated tool shop.

Additionally ACE has sales agents in the USA and the UK.

ACE provides services and products to five key market divisions:

• packaging (c.14% of 2013 revenues) offers innovative packaging strategies from concept design, prototype and tooling through to manufacturing and distribution for food, cosmetics and household packaging particularly in thin wall packaging and dispensing solutions based on a wide range of resins, expert colour matching and plastic decoration expertise;

• lifestyle (c.50% of 2013 revenues) offers complete services from design and tooling through to manufacturing and assembly for home accessories, sports accessories and consumer electronics using techniques such as mould flow analysis, prototyping, scientific moulding analysis, precision mould making and moulding, high gloss moulding, co-injection moulding and different surface finishing including pad printing and electroplating;

• medical (c.6% of 2013 revenues) provides medical device solutions for respected medical OEMs

worldwide in the areas of design, mould making, injection moulding, assembly, special packaging and clean room moulding services specifically focusing on the high standards of cleanliness and product consistency via its three controlled environment manufacturing rooms;

• power (c.10% of 2013 revenues) offers full service engineering expertise in micromachining /

metal insert moulding with extremely tight tolerance primarily for power connector and switches manufacturing as well as couplings, fasteners and other electrical components; and

• automotive (c.20% of 2013 revenues) works with some of the most well known global OEMs and

tier 1 suppliers and produces customised structural and decorative parts e.g. housing for engines and gears, instrument lenses, bezels, keyless entry and radio controls.

Based on the unaudited information, for the year ended 31 December 2013 revenues by destination were approximately split across the Americas 38%, China 30%, Europe 19%, and rest of the world 13%, with 100% of sales originating in China. Plastic-injection moulding represented approximately 70% and mould tool making approximately 30% of the total revenues for the same period.

ACE employs approximately 3,300 employees.

ACE is owned privately by the Company’s founders and management team.

3. Background to and reasons for the Acquisition

Strategy

Today, RPC is a leading supplier of rigid plastic packaging with 49 manufacturing operations in 18 countries. In November 2013, the Group announced ‘Vision 2020’: a focused growth strategy to build on RPC’s strong market positions, leading innovation capabilities and the success of its investments over recent years.

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Vision 2020 includes three core strategic elements:

• Continued focus on organic growth – in recognition of the leading market positions that RPC enjoys as a result of ongoing investment in process and product innovation;

• Selective consolidation in Europe – in recognition of the significant value creation potential that could be achieved by acquiring high quality businesses in RPC’s existing core geographic markets; and

• The creation of a meaningful presence outside of Europe – in recognition of the continued higher rates of growth in certain emerging and other regions outside of Europe.

The creation of a meaningful presence outside of Europe is of particular relevance to RPC’s strategy to the extent that RPC’s international blue chip customers would like the Group to be able to provide their packaging requirements in emerging market economies where consumer spending power, and in turn the demand for higher quality and more functional packaging, is growing.

RPC’s packaging strategy for Asia is to provide its international customer base with high quality packaging of European standards in China. The key packaging segments that RPC has identified as areas of focus for growth in Asia are high end personal care, multi-layer and barrier food packaging, pharmaceutical devices and paint containers. Asia is the largest rigid plastic packaging consumer, with an estimated 30% share of global volumes in 2013. It is projected to grow at a compound annual growth rate of approximately 10% over the five years to 2018.

Rationale for the acquisition of ACE

The Board believes that ACE represents an excellent opportunity in the context of the Group’s growth and acquisition strategy. RPC identified ACE as a compelling acquisition target some time ago and has spent the past three years together with the management team and shareholders of ACE understanding the business, the combined fit with RPC and negotiating the terms of the proposed acquisition.

The Board believes ACE provides an excellent platform for growth for RPC in the Far East and that the Acquisition is attractive to RPC’s shareholders and offers a number of benefits and opportunities, in particular:

a) Established strong and proven manufacturing and sales base for RPC in the faster growing Far East RPC has spent a considerable amount of time assessing acquisition opportunities in Asia based on its strict acquisition criteria. ACE has been operating in China for over 25 years. Its manufacturing footprint comprises five well invested and strategically positioned facilities in China which the Board believes give ACE a critical mass in its chosen markets. As a result of its strong manufacturing track record, ACE counts blue chip international and domestic companies as its customers. Each of ACE’s manufacturing facilities focuses on particular end markets creating centres of expertise positioned to meet customer requirements.

b) Opportunity to develop broader relationships with existing customers RPC has had requests from a number of its global blue chip customers to support their operations in the Far East. The Acquisition will allow RPC to meet this demand, extending its reach beyond the European market and providing the same high quality services to customers in the Far East. Additionally, the Enlarged Group will be able to support potential requirements of existing ACE customers in Europe and beyond.

c) ACE’s focus on high growth niche segments ACE achieved two year revenue CAGR of 34% for the period ended 31 December 2013 and EBITDA CAGR 45% for the same period.

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ACE operates across a number of attractive niche segments within the packaging, lifestyle, medical, power and automotive end markets. These niche segments provide strong growth opportunities and further strengthen RPC’s capabilities outside of commodity products.

d) ACE’s high quality innovative products, supported by significant markets and products expertise and know-how ACE’s product portfolio comprises complex components for demanding industries with high standards of performance. The portfolio is supported by in-house mould making capabilities allowing ACE to work in tandem with customers in product design and implementation. RPC sees an additional opportunity to exchange skill sets across RPC and ACE to provide the same level of production support to both RPC and ACE customers in the Far East and in Europe. ACE’s capabilities are underpinned by its experienced employee base.

e) Complementary mould capabilities ACE’s expertise and market position in mould making will complement RPC’s own mould making activities in Europe and allow the Enlarged Group to create a coherent internationalised offering in this area. RPC expects to enhance ACE’s tooling sales outside of China through RPC’s European sales network while the capacity present in ACE will reduce RPC’s requirement to source moulds from third parties. Furthermore, RPC expects to be able to offer an increased value offering for European tools from ACE through the support of RPC’s dedicated tool service centre.

f) Consistent track record of financial performance Based on its business model of partnering with customers on complex component manufacturing, ACE has delivered consistent high growth financial performance. In addition, through the ongoing optimization of its manufacturing footprint, ACE has a track record of strong margin performance with ACE’s ROCE ahead of RPC’s WACC and ACE’s RONOA exceeding 30% in 2013.

g) Operating benefits RPC believes that it will be able to realise a number of additional operating benefits through the acquisition of ACE, including offering of a wider range of products and the sharing of technical innovations and know-how across end segments and manufacturing processes. Additionally, RPC believes that it can derive further benefits from the Enlarged Group’s operational structure utilising the strengthened combined resource across commercial and operational areas including potential for general purchasing savings for the Enlarged Group. The Board expects that the Acquisition will generate annual pre-tax cost savings of at least £1 million from the first full financial year onwards. These cost savings relate to mould procurement synergies replacing currently externally purchased moulds with those manufactured by ACE. As a result there would be limited cash costs to deliver these synergies. There can be no assurance that such savings can be achieved in the time frame or at all. This statement of estimated cost savings relates to future actions and circumstances which by their nature involve risks, uncertainties, contingencies and other factors. As a result, the cost savings referred to may not be achieved, or those achieved may be materially different from those estimated. The figures as set out in this paragraph are unaudited numbers based on management estimates. The estimated synergies are contingent on the Acquisition completing and could not be achieved independently. The estimated synergies reflect both the beneficial elements and relevant costs.

h) Experienced management team ACE has an experienced management team who are expected to continue to lead the business after the Acquisition. A majority of the ACE senior management team has spent many years with ACE and the Directors believe that they will be ideally placed to work alongside RPC in realising the benefits available to the Enlarged Group. The ACE Executive Directors have agreed to stay

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on with the Enlarged Group following Completion and shall enter into customary service agreements at Completion.

i) Acquisition platform In addition to being a strong platform for organic growth for the Enlarged Group, ACE and its management team will work with the existing RPC cluster and corporate teams to identify further acquisition opportunities in the Far East, thereby accelerating RPC’s strategy in this area.

The Acquisition represents a significant step in RPC’s strategy for expansion outside Europe. In line with Vision 2020, the Board continues to evaluate potential acquisition opportunities which could also generate significant value for Shareholders.

4. Principal terms of the Acquisition

Pursuant to the Acquisition Agreement, the RPC Buyer has entered into a conditional agreement to acquire ACE for an initial consideration of US$301 million and a total consideration of up to US$430 million on a cash-free, debt-free basis, subject to customary adjustments.

The initial consideration of US$301 million to ACE Sellers will be satisfied through the issue of approximately 8.5 million Consideration Shares (based on a share price of approximately 617.9 pence representing last 1 month average RPC closing share price) and the payment in cash of US$212 million subject to customary adjustments. Further contingent payments in cash of up to US$129 million are payable by the RPC Buyer subject to ACE’s financial performance up to the financial year ending 31 December 2017.

The Consideration Shares issued to ACE Sellers will be subject to customary “lock-up” arrangements preventing ACE Sellers from selling the Consideration Shares after the Completion. 50% of the Consideration Shares will be released from the lock-up 12 months post-Completion, with the remaining 50% of the Consideration Shares being released from the lock-up 24 months post-Completion.

The RPC Buyer will make contingent cash payments to the ACE Sellers subject to an earn-out mechanism based on the future profitability of ACE over the four year period ending 31 December 2017 (the “ACE Financial Period”). A maximum of US$129 million will become due and payable in May 2018 upon ACE achieving at least 15.6% EBITDA CAGR over the ACE Financial Period as compared to EBITDA for the financial year ended 31 December 2013. The amount payable will be determined on a “straight-line” basis should EBITDA CAGR over the ACE Financial Period be less than 15.6%. Equal stage payments in total of up to US$43 million over the ACE Financial Period could be payable by the RPC Buyer based on ACE’s financial performance as at 31 December 2014, 31 December 2015, and 31 December 2016 respectively on ACE achieving a 15.6% EBITDA CAGR as compared to EBITDA for the financial year ended 31 December 2013. These payments would be subject to claw-back based on future financial performance up to 31 December 2017. Should some of the contingent payments be made ahead of the year ending 31 December 2017 and not clawed back, those payments would be deducted from any final contingent payment becoming due upon the financial performance over the ACE Financial Period. If any final contingent payment is less than the sum of contingent payments made ahead of the year ending 31 December 2017 and not clawed back, any difference would be refunded to the RPC Buyer by the ACE Sellers.

The initial cash consideration in respect of the Acquisition and associated expenses will be funded from the proceeds of the Placing, amounts drawn down under the RCF and the Group’s existing cash reserves.

Completion of the Acquisition is subject to a number of conditions, including:

• the approval of the Acquisition by Shareholders;

• the required German competition law approval;

• the Admission of Placing Shares and the Admission of Consideration Shares; and

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• the Placing Agreement having become unconditional (subject to a minimum of £55 million of

gross proceeds under the Placing).

The Acquisition is expected to complete by early June 2014.

5. Summary information on RPC

RPC is an international supplier of rigid plastic packaging, employing approximately 8,000 people in 49 manufacturing sites operating in 18 countries across the world and manufacturing a wide range of standard and bespoke packaging for the food and non-food, consumer and industrial markets. Headquartered in England and operating throughout the UK, across mainland Europe and in the US, RPC’s Ordinary Shares are admitted to the premium segment of the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange. Sales for the year ended 31 March 2013 were £1,051 million and adjusted operating profit was £89.7 million.

RPC’s operations are structured according to the polymer conversion process and geographical markets served. On this basis, the Group is managed within five clusters for its continuing businesses:

• Injection Moulding (three clusters): Superfos, Bramlage-Wiko and UKIM;

• Thermoforming (one cluster); and

• Blow Moulding (one cluster).

Approximately 59% of RPC’s turnover was derived from the Injection Moulding activities in the year ended 31 March 2013. Thermoforming and Blow Moulding accounted for 24% and 17% of turnover in the year ended 31 March 2013 respectively.

In December 2013, the Group acquired M&H Plastics, a leading personal care and healthcare packaging business, improving the Group’s presence in Western Europe while also increasing exposure to the North American market via M&H Plastics’ US subsidiary.

6. Current trading and prospects

RPC

The Group’s revenue in the fourth quarter is anticipated to be ahead of the corresponding period last year due to the inclusion of the recently acquired businesses and better underlying activity levels. The Group’s overall trading performance for the full year 2013/14 is anticipated to be in line with management expectations.

The Group’s financial position remains robust with satisfactory cash flow development in the fourth quarter and significant headroom under the Group’s debt facilities.

The integration of the M&H Plastics and Helioplast businesses, which were acquired in December 2013, has been completed with the synergy potential verified and slightly ahead of expectations. The “Fitter for the Future” programme is progressing well with production having ceased at the Troyes plant in France and the consolidation of the Swedish plants proceeding to plan.

The Board of RPC remains confident that further progress will be made going forward against the backdrop of more encouraging macro-economic conditions.

ACE

The latest management accounts available are for ACE's first quarter, the period ended 31 March 2014. Sales were materially higher than the corresponding period however an unfavourable sales mix and production launch costs resulted in profitability in line with the comparable period in 2013. The sales mix development was driven by lower US automotive sales, a result of the severe weather

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encountered during January and February. The production launch costs were driven by a transfer of business from ACE's Shanghai to Hefei plants and the launch of ACE's new iPad Air related products.

RPC views ACE’s prospects for the full year 2014 with confidence.

7. Dividend and dividend policy

The New Ordinary Shares issued pursuant to the Placing and the Acquisition will, following allotment and issue, rank pari passu in all respect with the Existing Ordinary Shares and rank in full for all dividends and other distributions declared in respect of the ordinary share capital of RPC.

The Board intends to continue with its progressive dividend policy with a target dividend cover level through the cycle of 2.5x. For the year ended 31 March 2013 the Company paid a dividend of 14.9p per share (2012: 14.4p share and 2011: 11.5p per share), an increase of 3.5% compared to 2012. For the six month period ended 30 September 2013, the Board has paid an interim dividend of 4.5p per share (2012: 4.3p per share), representing a 4.7% increase on the 2012 interim payment.

The Group may revise its dividend policy from time to time.

8. Financial impact of the Acquisition and Placing

The Board expects the Acquisition and Placing to enhance RPC’s earnings per share in the first full financial year post Acquisition3.

The Board expects pro forma leverage on the Enlarged Group as at 31 March 2014 to be approximately 1.8 times the Enlarged Group’s net debt / EBITDA.

9. Debt refinancing

RPC has entered into a £350 million multicurrency revolving credit facility to mature in 2019 with seven UK and European banks as joint arrangers and joint lenders with Commerzbank AG, London Branch as agent. The purpose of the RCF is to refinance RPC’s existing £200 million credit facility maturing in 2015, for general corporate purposes and to finance the Acquisition. If the Acquisition does not complete, the RCF would be scaled down from £350 million to £294 million.

Notes

1 Sterling and US$ conversions based on the exchange rate of £1 : US$1.69

2 Sterling and HK$ conversions based on the exchange rate of £1 : HK$13.09

3 This should not be construed as a profit forecast or interpreted to mean that the future earnings per share, profits, margins or cashflows of the Group will necessarily be greater than the historic published figures

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Appendix A: Combined financial information on ACE

Combined income statement

31 December 2011

31 December 2012

31 December 2013

HK$’000 HK$’000 HK$’000

Revenue 755,310 1,083,047 1,355,441

Operating costs (661,514) (912,254) (1,110,474) Group operating profit 93,796 170,793 244,967 Finance income 3,603 943 1,255 Finance costs (1,021) (1,521) (1,900) Net finance cost 2,582 (578) (645) Profit before taxation 96,378 170,215 244,322 Taxation (21,708) (31,376) (55,641) Profit for the financial period 74,670 138,839 188,681

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Combined statement of comprehensive income

31 December 2011

31 December 2012

31 December 2013

HK$’000 HK$’000 HK$’000

Profit for the period 74,670 138,839 188,681 Other comprehensive income: Items that may be subsequently reclassified to the income statement

- Currency translation difference 26,593 4,582 15,285 Total other comprehensive income 26,593 4,582 15,285

Total comprehensive income for the period, net of tax 101,263 143,421 203,966

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Combined balance sheet

31 December 2011

31 December 2012

31 December 2013

HK$’000 HK$’000 HK$’000

Assets Non-current assets Property, plant and equipment 408,869 508,508 596,209 Derivative financial instruments 142 - 41 Deferred tax asset 12,142 15,527 16,909 Total non-current assets 421,153 524,035 613,159 Current assets Amounts due from related parties 8,279 23,240 52,667 Trade and other receivables 190,338 223,607 288,223 Inventories 223,240 231,491 292,662 Derivative financial instruments 38 900 5,061 Structured bank deposits - - 27,114 Cash and cash equivalents 148,191 177,911 160,214 Total current assets 570,086 657,149 825,941 Current liabilities Bank loans and overdraft 138,428 137,795 173,454 Trade and other payables 264,052 320,850 388,443 Derivative financial instruments 175 - - Current tax liabilities 10,441 30,811 30,379 Total current liabilities 413,096 489,456 592,276 Net current assets 156,990 167,693 233,665 Total assets less current liabilities 578,143 691,728 846,824 Non-current liabilities Deferred tax liability 7,240 2,599 2,599 Derivative financial instruments 2,469 2,274 737 Total non-current liabilities 9,709 4,873 3,336 Net Assets 568,434 686,855 843,488 Invested Capital 568,434 686,855 843,488

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Combined statement of changes in invested capital

2011

2012

2013

HK$’000 HK$’000 HK$’000

At 1 January 468,471 568,434 686,855 Profit for the period 74,670 138,839 188,681 Net movement arising from translating subsidiaries’ financial information in foreign currencies 26,593 4,582 15,285 Total Comprehensive income for the year 101,263 143,421 203,966 Proceeds from disposed operations - - 52,667 Dividends paid (1,300) (25,000) (100,000) Total contributions by and distributions to owners of the parent, recognized directly in equity (1,300)

(25,000) (47,333)

At 31 December 568,434 686,855 843,488

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Combined cash flow statement

31 December 2011

31 December 2012

31 December 2013

HK$’000 HK$’000 HK$’000 Cash flows from operating activities Profit before taxation 96,378 170,215 244,322 Finance costs 1,021 1,521 1,900 Finance income (3,603) (943) (1,255) Profit before interest 93,796 170,793 244,967 Adjustments for: Loss/(profit) on disposal of property, plant and equipment

47 1 (353)

Depreciation 55,740 57,382 69,282 55,787 57,383 68,929 Changes in working capital: Increase/(decrease) in trade and other receivables 4,144 (45,408) (41,893) Increase in inventories (95,971) (8,251) (61,171) Increase in trade and other payables 44,072 56,429 66,055

(47,755) 2,770 (37,009) Cash generated from operations 101,828 230,946 276,887 Tax paid (13,410) (19,032) (57,455) Net cash generated from operating activities 88,418 211,914 219,432 Cash flows from investing activities Proceeds from disposal of property, plant and equipment

327 768 2,714

Increase in structured bank deposits - - (27,114) Purchase of property, plant and equipment (83,165) (156,378) (147,469) Interest received 3,603 943 1,255 Net cash outflow from investing activities (79,235) (154,667) (170,614) Cash flows from financing activities Dividends paid (1,300) (25,000) (100,000) Interest paid (1,021) (1,521) (1,900) Repayment of borrowings (18,128) (30,633) (40,976) Increase of borrowings 65,000 30,000 68,344 Net cash inflow/(outflow) from financing activities 44,551 (27,154) (74,532) Net increase/(decrease) in cash and cash equivalents

53,734 30,093 (25,714)

Effect of foreign exchange rate changes 1,618 (373) (274) Cash and cash equivalents at beginning of the period 92,839 148,191 177,911 Cash and cash equivalents at end of the period 148,191 177,911 151,923

Bank balance and cash 148,191 177,911 160,214 Bank overdraft 0 0 (8,291) Cash and cash equivalents at end of the period 148,191 177,911 151,923

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Appendix B: Additional Information

B.1 No significant change

Other than as set out below, there has been no significant change in the financial or trading position of the Group since 30 September 2013, being the date of the 2013/2014 Interim Report:

• Subsequent to 30 September 2013 the Group acquired (on 16 December 2013) Maynard & Harris Group Limited for consideration of £103.5 million (including the refinancing of the existing debt of M&H Plastics). The transaction was funded from the Group’s existing external debt.

There has been no significant change in the financial or trading position of ACE since 31 December 2013, being the date to which the latest audited financial information of the ACE Group.

B.2 Litigation

RPC

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which RPC is aware) which may have, or have had during the 12 months prior to the date of this announcement, a significant effect on the Company’s and/or the Group’s financial position or profitability of the Group.

ACE

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which RPC is aware) which may have, or have had during the 12 months prior to the date of this announcement, a significant effect on ACE’s and/or the ACE Group’s financial position or profitability.

B.3 Additional terms of the Acquisition Agreement

Structure and Consideration

a) RPC Asia Pacific Holdings Limited, a subsidiary of the Company (the “RPC Buyer”) has agreed to purchase from the ACE Sellers, and the ACE Sellers have agreed to sell to the RPC Buyer, all of the issued shares in the capital of ACE, for a consideration of up to US$430 million payable: (a) part in cash at Completion; (b) part in Consideration Shares issued at Completion; and (c) part in the form of an earn-out to the ACE Sellers which is equal to 30% of the overall consideration to be paid.

b) The consideration payable at Completion is subject to a post Completion adjustment to the actual working capital and net debt of ACE which will be adjusted in accordance with accounts produced post Completion and will result in an adjustment to the cash element payable at Completion. The maximum aggregate liability of the RPC Buyer following any adjustments shall not exceed US$3.5 million.

c) The earn-out will be payable by the RPC Buyer to the ACE Sellers (subject to and in the case of

the ACE Executive Directors having not voluntarily resigned) and is subject to the ACE Group’s financial performance over the ACE Financial Period. A maximum of US$129 million will become

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due and payable in May 2018 upon the ACE Group achieving at least 15.6% annual EBITDA CAGR over the ACE Financial Period as compared to the EBITDA for the financial year ended 31 December 2013. The amount payable will be determined on a “straight-line” basis should annual EBITDA CAGR over the ACE Financial Period be less than 15.6%. Equal advance payments in total of up to US$43 million over the ACE Financial Period could be payable by the RPC Buyer based on the ACE Group’s financial performance as at 31 December 2014, 31 December 2015, and 31 December 2016 respectively. These payments are subject to claw-back based on the future financial performance up to 31 December 2017. Should some of the contingent payments be made prior to the year ending 31 December 2017 and not clawed back, those payments will be deducted from any final contingent payment becoming due upon the financial performance over the ACE Financial Period. If any final contingent payment is less than the sum of contingent payments made prior to the year ending 31 December 2017 and have not been clawed back, any difference shall be repaid to the RPC Buyer by the ACE Sellers. In the event of a change of control of RPC, the equal advance payments referred to above will be increased for the years 2014, 2015 and 2016, so that a part of the earn-out is effectively accelerated.

Conditions

a) Completion of the Acquisition is conditional upon the following conditions: (a) confirmation having been received from the competition authorities in Germany that the Acquisition has been cleared or the applicable waiting periods in Germany have elapsed; (b) the approval of the Acquisition by the Shareholders; (c) the Admission of Consideration Shares; (d) the Placing Agreement having become unconditional, subject only to a minimum of £55 million of gross proceeds under the Placing; (e) delivery of consent letters from lenders to ACE in relation to the Acquisition; and (f) the RPC Buyer having had access to material customers of the ACE Group and being of the opinion that no material adverse change will occur in relation to such.

b) If the conditions described above have not been satisfied or waived by the RPC Buyer (to the extent capable of waiver) by the Acquisition Long Stop Date, the Acquisition Agreement may be terminated.

Conduct of the ACE business prior to Completion

Each ACE Seller undertakes to the RPC Buyer to observe certain restrictions during the period between signing of the Acquisition Agreement and Completion. These include a requirement to conduct the RPC business in the ordinary course of trade with a view to maintaining such business as a going concern.

Consideration Shares

The Consideration Shares issued to ACE Sellers are subject to customary “lock-up” arrangements preventing ACE Sellers from selling the Consideration Shares after Completion. 50% of the Consideration Shares will be released from the lock-up 12 months post Completion, with the remaining 50% of the Consideration Shares being released from the lock-up 24 months post Completion.

Warranties, indemnities and limitations on liability

Each ACE Seller has given warranties in relation to title to their shares, their capacity to enter into the Acquisition Agreement and various business and operational warranties and indemnities (including in relation to ACE’s financial position and business). The liability of each ACE Seller in respect of claims under the warranties is limited to the consideration received by them.

Escrow and set off arrangements

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The Acquisition Agreement provides for an escrow amount: (a) of US$15 million in relation to claims under the Acquisition Agreement and other Acquisition documents; and (b) of US$3.5 million for consideration owed by the ACE Sellers in relation to any adjustments to the post Completion accounts. It also provides for amounts to be set-off against the earn-out in respect of claims under the Acquisition Agreement.

B.4 The RCF Agreement

The RCF Agreement replaces the £200,000,000 Existing RCF Agreement and provides to the borrowers (on the date of the agreement, being the Company and RPC Packaging Holdings) a £350,000,000 multicurrency revolving credit facility (the “RCF”) and an uncommitted £75,000,000 accordion. The RCF will be used to part fund the Acquisition and if Completion does not occur, £56 million of the RCF will be cancelled.

Each Borrower shall apply all amounts borrowed by it under the Facility towards:

c) first, refinancing the Existing RCF; and

d) secondly, the general corporate purposes of the Group (including bolt-on acquisitions, capital expenditure and the acquisition of ACE Corporation Holdings Limited).

The RCF matures on 30 April 2019.

The Company has certain voluntary cancellation and prepayment rights under the RCF Agreement. There are also mandatory cancellation and prepayment events, including, but not limited to, change of control (meaning if any person or group of persons acting in concert gains control (meaning the beneficial ownership (directly or indirectly) of more than 50% of the issued share capital of the Company carrying the right to vote at its general meetings) of the Company.

The interest rate under the RCF Agreement is made up of the applicable margin, LIBOR (or, in relation to any loan in euros, EURIBOR) and any applicable mandatory costs. In respect of the RCF, the margin depends on the ratio of Total Net Debt to EBITDA (each as defined in the RCF Agreement).

The Company, RPC Containers Limited, RPC Packaging Holdings Limited and certain other members of the Group act as guarantors under the RCF Agreement.

Each entity which is party to the RCF Agreement as a borrower and/or guarantor makes certain representations and gives certain general undertakings, which are customary to make in a facilities agreement of this nature. The Company also undertakes to comply with certain financial covenants (interest cover and leverage).

Events of default, customary in a facilities agreement of this nature, include, without limitation, non-payment of amounts due, misrepresentation, cross-default in an amount over £20,000,000, insolvency, insolvency proceedings, cessation of business and material adverse change.

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Expected timetable of principal events

Announcement of the Acquisition and Placing 1 May 2014

Publication and posting of the Prospectus and Form of Proxy 1 May 2014

Admission of and commencement of dealing in Placing Shares 7 May 2014

Placing Shares credited to CREST accounts (uncertificated holders only)

as soon as practicable after Admission of Placing Shares

Despatch of definitive share certificates in respect of Placing Shares (where applicable)

approximately one week following Admission of Placing Shares

Latest time and date for receipt of Forms of Proxy / CREST Proxy Instructions

12 noon on 17 May 2014

General Meeting 12 noon on 19 May 2014

Expected date of Completion Early June 2014

Admission of Consideration Shares At the same time as Completion of the Acquisition

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Definitions

The following definitions apply throughout this announcement, unless the context otherwise requires

“£”, “pence”, “Pound Sterling” or “Sterling”

the lawful currency of the UK;

“Acquisition” the proposed acquisition by RPC Asia Pacific Holdings Limited of ACE Corporation Holdings Limited pursuant to the Acquisition Agreement;

“Acquisition Agreement” The acquisition agreement dated 1 May 2014 between the Company and the ACE Sellers;

“Acquisition Long Stop Date” 15 July 2014;

“ACE” ACE Corporation Holdings Limited and, its subsidiary undertakings from time to time or any one of them as the context so requires;

“ACE Executive Directors" Jack Yeung Chung Kit, Nelson Fu Hon Hon, and Horton Zhang Xiao Bing;

“ACE Group” ACE Corporation Holdings Limited and its subsidiaries up to and including the date of this announcement;

“ACE Financial Period” four year period ending 31 December 2017;

“ACE Sellers” the sellers of shares in ACE Corporation Holdings Limited pursuant to the Acquisition;

“Admission of Consideration Shares”

the admission of the Consideration Shares (i) to the premium segment of the Official List and (ii) to trading on the London Stock Exchange’s main market for listed securities becoming effective in accordance, respectively, with the Listing Rules and the Admission and Disclosure Standards;

“Admission of Placing Shares”

the admission of the Placing Shares (i) to the premium segment of the Official List and (ii) to trading on the London Stock Exchange’s main market for listed securities becoming effective in accordance, respectively, with the Listing Rules and the Admission and Disclosure Standards;

“Australia” the Commonwealth of Australia, its territories and possessions;

“Board” the Board of Directors of the Company;

“CAGR” compound annual growth rate;

“Canada” Canada, its provinces and territories and all areas under its jurisdiction and political subdivisions thereof;

“China” the People’s Republic of China;

“Company” RPC Group Plc;

“Completion” completion of the Acquisition in accordance with the terms of the Acquisition Agreement;

“Consideration Shares” the Ordinary Shares to be issued to the ACE Sellers pursuant to the Acquisition Agreement;

“CREST” the relevant system (as defined in the CREST Regulations) for paperless settlement of share transfers and the holding of shares in uncertificated form in respect of which Euroclear UK & Ireland is the operator (as defined in the CREST Regulations);

“Deutsche Bank” Deutsche Bank AG, London Branch of 1 Great Winchester Street, London EC2N 2DB;

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“Directors” the current directors of the Company

“EBITDA” Earnings before interest, taxation, depreciation and amortisation;

“Enlarged Group” RPC as enlarged by the Acquisition;

“euro”, “EUR” or “€” the lawful currency of the eurozone;

“Excluded Territories” Australia, Canada, Japan, the Republic of South Africa, the United States or any other jurisdiction where the extension or any other jurisdiction where the extension or availability of the Placing (and any other transaction contemplated thereby) would breach applicable law;

“Existing Ordinary Shares” the fully paid Ordinary Shares in issue;

“Existing RCF” RPC’s £200 million multicurrency revolving loan facility with Commerzbank Aktiengesellschaft, London Branch as facility agent;

“Form of Proxy” the form of proxy for use in connection with the General Meeting;

“General Meeting” the General Meeting of the Company to be held at the offices of Weil, Gotshal & Manges, 110 Fetter Lane, London EC4A 1AY at 12 noon on 19 May 2014;

“Group” the Company and its subsidiaries from time to time;

“HMRC” Her Majesty’s Revenue and Customs;

“Hong Kong Dollar” or “HK$” the lawful currency of Hong Kong;

“Japan” Japan, its territories and possessions and any areas subject to its jurisdiction;

“Joint Bookrunners” Deutsche Bank and Panmure Gordon;

“Listing Rules” the listing rules made by the FCA under Part VI of FSMA (as amended from time to time);

“London Stock Exchange” London Stock Exchange plc;

“M&H Plastics” Maynard & Harris Group Limited of Sapphire House, Crown Way, Rushden, Northamptonshire NN10 6FB and its subsidiaries;

“New Ordinary Shares” the Placing Shares and the Consideration Shares, together;

“OEMs” original equipment manufacturers;

“Official List” the Official List of the FCA;

“Ordinary Shares” the ordinary shares of 5 pence each in the capital of the Company;

“Panmure Gordon” Panmure Gordon (UK) Limited of One New Change, London, EC4M 9AF;

“Placing” the placing of Ordinary Shares pursuant to the Placing Agreement;

“Placing Agreement” the sponsor and placing agreement entered into on 1 May 2014 between the Company, Rothschild and the Joint Bookrunners;

“Placing Shares” the Ordinary Shares issued pursuant to the Placing;

“Prospectus” the combined prospectus and class 1 circular expected to be published on the date of this announcement;

“RCF” RPC’s £350 million multicurrency revolving credit facility with seven UK and European banks as joint arrangers and joint lenders with Commerzbank AG, London Branch as agent;

“RCF Agreement” £350 million multicurrency revolving credit facility agreement dated 30 April 2014 between RPC and seven UK and European banks as joint arrangers and lenders with Commerzbank AG, London

23

Branch acting as agent;

“ROCE” return on capital employed;

“RONOA” return on net operating assets;

“RPC” the RPC group, comprising the Company and its subsidiary undertakings from time to time or any one of them as the context so requires;

“RPC Buyer” RPC Asia Pacific Holdings Limited, a subsidiary of the Company;

“Rothschild” N M Rothschild & Sons Limited of New Court, St Swithin’s Lane, London EC4N 8AL;

“Shareholders” holders of Ordinary Shares;

“UKIM” RPC’s UK Injection Moulding cluster;

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

“United States” or “US” the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia;

“US$” or “US Dollar” the lawful currency of the US; and

“WACC” weighted average cost of capital

-- ends --

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