RPC was established in 1991 following the management buyout of the plastic operations of Reedpack Ltd from SCA. Originally comprising five UK factories, the company today has over 55 operations in 19 countries and employs more than 11,100 people, with annual sales in excess of £1bn. It was listed on the London Stock Exchange in 1993 and entered the FTSE 250 in March 2011.

RPC is unique in offering products manufactured by the three main conversion processes – blow moulding, injection moulding and thermoforming, each technology producing different product characteristics that are suitable for specific packaging applications. It is structured along market and technological lines into six clusters which are aligned to these three processes.

Each cluster has on average seven manufacturing sites, operating across a wide geographical area for reasons of customer proximity, local market demand and manufacturing resource. Each plant is run autonomously.

This structure gives RPC a high degree of knowledge and expertise, along with the flexibility to deal with all types of sizes of businesses, and enables the company to deliver packaging solutions tailored each time to individual customer requirements, as well as the highest levels of service and support.


http://www.rpc-group.com/

15 Dec
Numis
1,200.00
Add

16 Dec
Jefferies...
1,220.00
Buy

3 Jan
Credit Suisse
1,210.00
Outperform

Acquisition and fully underwritten rights issue

RNS


RNS Number : 4219W

RPC Group PLC

09 February 2017




THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO 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. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW ORDINARY SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE IN THE PROSPECTUS ONCE PUBLISHED. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF RPC GROUP PLC AND ON ITS WEBSITE AT WWW.RPC-GROUP.COM.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.



9 February 2017



For immediate release

RPC Group Plc

Proposed Acquisition of Letica Group and fully underwritten 1 for 4 rights issue to raise gross proceeds of approximately £552 million

RPC Group Plc ("RPC" or the "Group"), a leading plastic products design and engineering company for both packaging and selected non-packaging markets, today announces the proposed acquisition (the "Acquisition") of the Letica Group ("Letica") and a fully underwritten rights issue to raise gross proceeds of approximately £552 million (the "Rights Issue").

The upfront consideration to be paid to the Letica shareholders is US$490 million (£391 million)1, and total consideration, which includes an earn-out consideration, is up to US$640 million (£511 million) on a cash-free, debt-free basis, subject to customary adjustments. The additional earn-out consideration of up to US$150 million (£120 million) will become payable, on a rateable basis, subject to Letica achieving EBITDA greater than US$140 million and up to US$201 million over the two-year period commencing on the later of 1 July 2017, and the first day of the month following completion of the Acquisition (the "Letica Financial Period"). The upfront consideration to be paid for Letica represents a multiple of 8.5 times Letica's adjusted EBITDA2 for the year ended 30 June 2016. If the full additional earn-out payment is achieved, the total consideration payable represents a multiple of 6.4 times Letica's average adjusted EBITDA2 over the Letica Financial Period.

Letica is a leading North American manufacturer and distributor of rigid plastic packaging and foodservice products serving building and construction, foodservice, food, chemical and retail end markets. Letica operates a wide range of production processes, including injection moulding, thermoforming, paper forming and sheet extrusion, and has an in-house design centre with high-quality printing, decorating and labelling capabilities. Letica has built longstanding relationships with leading, blue-chip customers in a range of attractive and resilient end markets. Headquartered in Rochester, Michigan, Letica owns a network of 13 well-capitalised manufacturing facilities in 11 states in the United States, employing a non-unionised workforce of approximately 1,750 people. For the year ended 30 June 2016, Letica achieved revenues of US$450 million (£359 million) and adjusted EBITDA2 of US$57 million (£46 million).

Letica's President and Chief Executive Officer, Anton Letica, and Vice President of Operations and General Counsel, Mara Letica, have agreed to remain with the business until at least the end of the Letica Financial Period in order to manage the transition of certain commercial relationships. Letica will operate as a standalone business unit within the RPC Superfos division going forward.

Since 30 September 2016, RPC has acquired, or agreed to acquire, six companies for an aggregate enterprise value of approximately £460 million3. The combined consideration for these acquisitions and the upfront consideration for Letica is approximately £850 million. The fully-underwritten Rights Issue will be used to satisfy part of the consideration for the Acquisition and allow RPC to repay amounts drawn under its existing debt facilities following the completion of the other recent acquisitions to target a leverage of approximately 2.1 times net debt / EBITDA4. The Rights Issue will be on the basis of 1 new ordinary share ("New Ordinary Share") for every 4 existing ordinary shares ("Existing Ordinary Shares") held at the close of business on 7 February 2017 (the "Record Date") at a price of 665 pence each and will raise gross proceeds of approximately £552 million (approximately £540 million net of expenses).

RPC has entered into a US$750 million multi-currency term loan facility agreement with seven major UK, European and US banks as joint arrangers and lenders and with COMMERZBANK Finance & Covered Bond, S.A. as agent (the "Dollar Term Facility"). Subject to certain customary conditions precedent to utilisation, the funds will be available up to and including 30 July 2018, with an option to extend the termination date on three separate occasions for further periods of six months each. The Dollar Term Facility may be used for payment of the consideration for and costs incurred in connection with the Acquisition, the refinancing of certain financial indebtedness of Letica and/or the repayment of certain existing debt facilities.

Highlights of the Acquisition

The Acquisition represents a strategic step for RPC to create a meaningful presence outside of Europe, one of the key pillars to RPC's Vision 2020 strategy. Letica is a leading manufacturer of rigid plastic packaging in North America, which the directors of RPC (the "Directors") believe provides the Group with a highly-complementary platform from which to make future growth investments in North America.

The Directors believe the Acquisition is attractive to RPC's shareholders and offers a number of benefits and opportunities; in particular:

· Letica enjoys strong positions in attractive markets

- Leading positions in growing end markets

- Important partner for many blue-chip, North American customers and brands

- Primary supplier to its largest customers



· Letica represents a strategic platform for continued growth and investment

- Embedded culture of innovation and new product development

- Deep injection moulding expertise with differentiated design and printing capabilities

- Broad portfolio of over 250 product configurations



· The enlarged Group will have a meaningful presence in North America

- Well-capitalised North American footprint, with 13 owned manufacturing facilities in 11 states

- Approximately 1.7 million sq. ft. manufacturing and warehouse footprint

- Integrated distribution network supports attractive delivery and turnaround times

- Expected to more than double RPC's North American revenues and polymer purchases5



· Letica has an attractive financial profile with clear synergy opportunities

- Resilient and growing business with incremental cost savings and productivity plans in place by Letica management to expand margins

- Highly-visible additional cost synergy opportunities for RPC (e.g. resin purchasing and distribution); additional potential upside from best practice sharing and cross-selling

- Manageable integration requirements; key Letica family members remaining with the business



The acquisition of Letica is expected to deliver pre-tax cost synergies of at least US$5 million per annum (before integration costs), to be achieved within the second full financial year of ownership. Synergies are expected to be realised from cost reductions, principally through polymer purchasing optimisation, distribution and logistics optimisation using Letica's truck business, the elimination of duplicate head office costs and other functions, efficiency savings and transfer of best practices. One-time costs to achieve ongoing synergies are not expected to be material in the context of the Acquisition.

The management team of Letica has identified approximately US$12 million per annum of incremental cost savings opportunities, relating to a range of planned optimisation programs. These relate primarily to costs savings as a result of closer alignment of current Letica benefit programs to market terms, enhanced efficiency in the incurrence of selling, general and administrative expenses, and manufacturing cost improvements. The Directors understand that Letica management expects these savings can be realised within a 24-month timeframe from completion of the Acquisition, and that costs to achieve these savings are not expected to be material in the context of the Acquisition.

The Acquisition meets or exceeds all of RPC's stated acquisition criteria, and is expected to enhance RPC's earnings per share in the first full financial year post completion6 with Letica's ROCE7 ahead of RPC's WACC. Letica's RONOA7 and RoS7 were more than 20% and more than 10%, respectively, for the financial year ended 30 June 2016, in line with RPC's acquisition criteria.

Pim Vervaat, Chief Executive of RPC, commented:

"Letica represents an excellent opportunity in the context of the Group's growth strategy to create a meaningful presence outside of Europe.

The acquisition of Letica provides a unique opportunity to further extend RPC's geographical reach into the attractive North American market through Letica's strong and well-invested manufacturing footprint. We are excited to be able to develop an enhanced platform of scale to support continued organic and inorganic growth in the United States.

I look forward to working with Anton and the management team to take Letica to the next stage of its strategic development."



The Acquisition is not subject to shareholder approval, and is conditional, amongst other things, on filing a notification and report form with the United States Federal Trade Commission and the United States Department of Justice pursuant to the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the underwriting agreement entered into between RPC and the Underwriters (as defined below) having become unconditional. The Acquisition is expected to complete by the end of March 2017.

For the financial year ended 30 June 2016, Letica reported profit before tax of US$27 million (£22 million). As at 30 June 2016 Letica had net assets of US$82 million (£66 million) and gross assets of US$176 million (£140 million).



Details of the fully underwritten Rights Issue



RPC proposes to satisfy part of the consideration for the Acquisition and to repay amounts drawn under its existing debt facilities following the completion of the other recent acquisitions8 through a fully underwritten rights issue of 82,954,687 New Ordinary Shares at 665 pence each on the basis of 1 New Ordinary Share for every 4 Existing Ordinary Shares held on the Record Date to raise gross proceeds of approximately £552 million (approximately £540 million net of expenses).

As the Rights Issue is not conditional upon completion of the Letica Acquisition, the Rights Issue would complete even if the Acquisition does not complete. In the event that the Rights Issue completes, but completion of the Acquisition does not take place, the Company intends that the net proceeds of the Rights Issue that would otherwise have been used to satisfy part of the consideration payable on completion of the Acquisition will be used for general corporate purposes and (where possible) acquisitions that fulfil the Company's clear strategic objectives.

The issue price of 665 pence per share represents:

· a discount of 37.2 per cent. to the middle market closing price of 1,059 pence per Ordinary Share on 8 February 2017, being the last business day before the announcement of the Rights Issue; and

· a 32.2 per cent. discount to the theoretical ex-rights price of 980 pence on that closing price.



The Rights Issue has been fully underwritten by Deutsche Bank AG, London Branch ("Deutsche Bank"), Jefferies International Limited ("Jefferies") and Merrill Lynch International ("BofA Merrill Lynch") (together, the "Underwriters"), and is not subject to shareholder approval.

The Rights Issue is being made to all holders of ordinary shares on the register of members of the Company at the close of business on the Record Date ("Qualifying Shareholders") (other than, subject to certain exceptions, shareholders who are listed in or have a registered address in the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where the extension or availability of the Rights Issue would be unlawful (an "Excluded Territory").

The Directors are fully supportive of the Rights Issue. Each of the Directors who holds Ordinary Shares either intends, to the extent that he or she is able, to take up in full his or her rights to subscribe for New Ordinary Shares under the Rights Issue or to sell a sufficient number of his or her Nil Paid Rights during the Nil Paid Rights trading period to meet the costs of taking up the balance of his or her entitlements to New Ordinary Shares.



A prospectus relating to the New Ordinary Shares is expected to be published later today. The prospectus, when published, will be made available on RPC's website (www.rpc-group.com) and will be submitted to the National Storage Mechanism and be available for inspection at www.morningstar.co.uk/uk/nsm.do.



Current trading of RPC

Revenues for the Group in the third quarter of the financial year ending 31 March 2017 increased significantly compared to the same period last year due to the contribution of acquisitions, the positive effect of foreign exchange changes during the period and continued organic growth, which was off-set by polymer price reductions passed on to customers. The adjusted operating profit for the period was significantly ahead of last year and also better than management's expectations, benefiting from organic growth, the contribution of acquisitions, realisation of synergies, the easing of the polymer price headwind as well as a foreign exchange translation benefit. The GCS and BPI businesses continued to perform well with acquisition-related synergies in line with expectations, and the Group achieved good cash flow development in the period. The fourth quarter of the financial year ending 31 March 2017 has started well.

Selected financial information relating to Letica

Certain selected financial information relating to Letica is set out in the Appendix to this announcement.

Current trading of Letica

Both Letica's sales and profitability were higher in the six months ended 31 December 2016 than in the corresponding period in the prior year as a result of increased sales volumes in both its rigid packaging and foodservice segments. The Directors view Letica's prospects for the full year with confidence.




Expected timetable of principal events9




Record Date for the Rights Issue

Close of business on 7 February 2017


Admission and commencement of dealings in Nil Paid Rights on the London Stock Exchange

8.00 a.m. on 10 February 2017


Latest time and date for acceptance and payment in full and registration of renounced Provisional Allotment Letters

11.00 a.m. on 24 February 2017


Commencement of dealing in New Ordinary Shares fully paid, New Ordinary Shares credited to CREST stock accounts

8.00 a.m. on 27 February 2017


Expected date of completion of the Acquisition

by the end of March 2017









Analyst and investor presentation

RPC will host an analyst and investor presentation at 9:00 a.m. today at the offices of FTI Consulting, 200 Aldersgate, Aldersgate Street, London, EC1A 4HD.

Why the big drop DC

Rights issue baler .1-for-4 rights at a price of 665p each

From my post above -


Expected timetable of principal events9




Record Date for the Rights Issue

Close of business on 7 February 2017


Admission and commencement of dealings in Nil Paid Rights on the London Stock Exchange

8.00 a.m. on 10 February 2017


Latest time and date for acceptance and payment in full and registration of renounced Provisional Allotment Letters

11.00 a.m. on 24 February 2017


Commencement of dealing in New Ordinary Shares fully paid, New Ordinary Shares credited to CREST stock accounts

8.00 a.m. on 27 February 2017


Expected date of completion of the Acquisition

by the end of March 2017

9 Feb Berenberg 1,200.00 Buy

Admission of Nil Paid Rights

RNS


RNS Number : 5362W

RPC Group PLC

10 February 2017



For immediate release





RPC Group Plc





Admission of Nil Paid Rights



RPC Group Plc ("RPC" or the "Company") today announces that, pursuant to the fully underwritten rights issue (the "Rights Issue") announced on 9 February 2017, 82,954,687 New Ordinary Shares of 5 pence each will be admitted to listing on the premium listing segment of the Official List of the Financial Conduct Authority and will be admitted, nil paid, to trading on the London Stock Exchange plc's main market for listed securities at 8.00 a.m. (London time) today.



Defined terms used in the prospectus dated 9 February 2017 published in connection with the Rights Issue (the "Prospectus") shall have the same meanings when used in this announcement unless the context requires otherwise.

2 Mar
Peel Hunt
1,135.00
Buy

Completion of the acquisition of Letica Group
RNS
RNS Number : 2119Z
RPC Group PLC
13 March 2017
 
13 March 2017
RPC Group Plc
("RPC" or the "Company")
Completion of the acquisition of Letica Group
RPC, a leading international design and engineering company of plastic products for both packaging and selected non-packaging markets, is pleased to announce the completion of the acquisition of Letica Group ("Letica"), details of which were announced on 9 February 2017 (the "Acquisition"). Letica's financial performance continued to improve from the year ended June 2016, generating unaudited sales of $455m and adjusted EBITDA of $67m1 for the twelve months ended 31 December 2016.  The up-front consideration paid to Letica's shareholders represents a multiple of 7.3 times Letica's adjusted EBITDA for the year ended 31 December 2016.
Pim Vervaat, Chief Executive of RPC, commented:
"We are delighted to complete the acquisition of Letica and look forward to welcoming our new colleagues into RPC. This is another important step in the implementation of our Vision 2020 strategy allowing RPC to create a meaningful presence in North America through a well-invested platform with leading positions in growing end markets."

Pre Close Trading Statement

RPC Group Plc ("RPC" or the "Group"), a leading plastic products design and engineering company for both packaging and selected non-packaging markets, today issues a pre close trading statement for the financial year ending 31 March 2017 ahead of its full year results announcement, due to be published on 7 June 2017.


Trading performance

Revenues for the financial year 2016/2017 are anticipated to be significantly ahead of last year, reflecting contributions from acquisitions and continued underlying organic growth. The Group's overall performance has been encouraging with the adjusted operating profit for the year ahead of management expectations.

The Group's financial position remains robust with good cash flow development. The net proceeds of the rights issue announced on 9 February 2017 have been received and following completion of the Letica acquisition the Group retains significant headroom under its debt facilities, which include a new US$750 million multi-currency term loan facility.


Acquisitions and integration update

The larger acquisitions of GCS (completed March 2016) and BPI (completed August 2016) have integrated well and are performing ahead of expectations. Key management has been retained with GCS operating as a Strategic Business Unit ("SBU") in the Bramlage division and BPI as a stand-alone division.

With respect to the other previously announced acquisitions, the following update can be given:

· the acquisition of ESE completed on 31 January and accordingly is anticipated to make a contribution to the 2016/17 financial year. The company is operating as a stand-alone SBU in the Promens division and early purchasing synergies have already been realised;
· the acquisition of Letica Group completed on the 10 March. With an EBITDA of US$67m realised in the calendar year 2016, the upfront consideration of US$490m paid for the business represents an 7.3x EBITDA multiple. Letica management are being retained and it will operate as a stand-alone SBU within the Superfos Division. The limited Integration work required is already under way;
· the acquisition of Astrapak Limited is expected to be completed in June with the CEO and the executive management team being retained.


Commenting on the performance, Pim Vervaat, RPC's Chief Executive, said:

"I am pleased with the Group's trading performance during the year and the successful integration of the acquired businesses. The board will continue to implement the Vision 2020 focused growth strategy, in which leading design and engineering capabilities create value in chosen market segments. At the same time the Group is looking to grow selectively in a consolidating industry whilst further enhancing its strategic buying position."

Too many acquisitions , hence the share price.

Well someone is very wrong!

Deutsche Bank Buy 757.00 1,140.00 1,140.00 Reiterates

JP Morgan Cazenove Overweight 757.00 1,250.00 1,250.00 Reiterates

Market buzz - RPC Group

Analysts at Berenberg said shares in RPC Group were arguably cheap, giving short shrift to criticism of the company's adjustments to its operating profits, or that it was overpaying for assets, amongst other issues.

RPC Group was a 'roll-up' story, it had always been so and it continued to be so, the broker said, with the packaging business buying rivals and extracting synergies from them.

Adjustments to its earnings before interest and taxes were not "particularly large or unusual" relative to the size of the acquisitions carried out.

Critics of the Northamptonshire-based company were also failing to take duly into account the positives from its aqcuisitions, including the generation of synergies, Berenberg said.

With the price for past acquisitions running at about seven times EBITDA, falling to five times' once all costs and synergies were considered, the company was not destroying value "en masse".

Furthermore, at present its shares were trading on EBITDA and EBIT multiples aking to those of DS Smith, implying that the premium for further M&A had been taken out as investors' confidence wavered.

"If RPC makes more acquisitions and creates more synergies, then arguably this is cheap. We do think, however, that management could increase the focus on quality of acquisition rather than quantity," Berenberg said.

The broker kept the shares at 'buy' with a 1,120p target price.

Credit Suisse Outperform 850.25 1,175.00 1,175.00 Reiterates

why the fall must be to much debt S/p @780 approx will buy ' 750 BB

Pre Close Trading Statement
RNS
RNS Number : 0299S
RPC Group PLC
28 September 2017
 
28 September 2017
 
 
RPC Group Plc
 
Pre Close Trading Statement
 
RPC Group Plc ("RPC" or "Group"), a leading international plastic products design and engineering company, today issues a pre close trading statement relating to the period 1 April 2017 to 30 September 2017 ("first half" or "period"), ahead of its first half results announcement due to be published on 29 November 2017.
 
Revenues in the first half of the year are projected to be well ahead of the corresponding period last year driven by the contribution from acquisitions, organic growth, polymer price tailwinds and translation benefits from foreign exchange movements. Group margins and profitability levels (before and after exceptional items) are anticipated to be ahead of management expectations, with profitability levels significantly up on the same period last year due to the contribution of acquisitions, the realisation of synergies, organic growth, lower exceptional costs and a foreign exchange benefit more than offsetting a modest polymer headwind. Our investment in innovation for both product design and process engineering continues to drive a healthy pipeline, and the Group remains confident of continuing to grow through the cycle ahead of GDP. In the first half good growth has been achieved in China benefiting from investments made in the previous year.
 
The integration of Letica continues to progress well and the Group remains encouraged by the opportunities resulting from this acquisition. Both the realisation of acquisition related cost synergies and the costs of achieving these synergies have continued in line with expectations.  
 
The Group's financial position remains strong, with good cash flow development in the first half, and it has significant headroom under its debt facilities.
 
On 19 July 2017 the Group announced an inaugural share buyback programme of up to £100m. Under the programme to date, 1.38 million shares have been acquired for a total consideration of £12.4 million.
 
 
Commenting on the performance in the half year, Pim Vervaat, RPC's Chief Executive, said:
 
"The Group has progressed well in the first half with an encouraging trading performance whilst successfully integrating recent acquisitions and realising the associated synergies. We continue to successfully execute our Vision 2020 growth strategy."

28 Sep
Numis
1,130.00
Add