ASTRAPAK LIMITED - Astrapak Ltd \ RPC Group - Extension to Distribution of Schemes Circular

Astrapak Ltd \ RPC Group - Extension to Distribution of Schemes Circular

ASTRAPAK LIMITED                                       RPC GROUP PLC
Incorporated in the Republic of South Africa           Incorporated in England and Wales
(Registration number 1995/009169/06)                   (Company Number 2578443)
Share code: APK  ISIN: ZAE000096962                    ISIN: GB0007197378
Share code: APKP ISIN: ZAE000087201                    LSE share code: RPC
(“Astrapak” or “the Company”)                          (“RPC”)


EXTENSION TO DISTRIBUTION OF SCHEMES CIRCULAR


1.   INTRODUCTION

     Astrapak Shareholders are referred to the joint firm intention announcement released on SENS on
     15 December 2016 (and using the terms defined therein unless otherwise stated) regarding, inter
     alia, the Offer by RPC to acquire, either itself or through RPC Nominee, all of the Astrapak Ordinary
     Shares, excluding the Treasury Shares and 1 258 594 Astrapak Ordinary Shares held by the
     ASOS Trust, being a total of 121 035 232 Astrapak Ordinary Shares, as well as the voluntary
     repurchase by Astrapak of all of the Preference Shares in issue from the holders thereof, both by
     way of schemes of arrangement in terms of section 114 of the Companies Act, to be proposed by
     the Astrapak Board to the Astrapak Shareholders.
     As set out in the Firm Intention Announcement, Astrapak Shareholders were further informed that
     the Offer was submitted on the basis that, inter alia,:

     -    Astrapak’s Non-Core Assets (which include, inter alia, the Flexibles’ Operations comprising
          Peninsula Packaging, Barrier Film Converters and Plusnet Geotex) will prior to, or in parallel
          with, the implementation of the Ordinary Share Scheme, be distributed to Astrapak Ordinary
          Shareholders,

     and that consequently, the Astrapak Board has resolved, in addition to the Ordinary Share
     Scheme, inter alia,:

     -     to unbundle all its shares in Master Plastics, a recently established wholly-owned subsidiary
           of Astrapak which will house all the Non-Core Assets, to Astrapak Ordinary Shareholders by
           way of a distribution in specie in terms of section 46(1)(a)(ii) of the Companies Act and
           section 46 of the Income Tax Act, and separately list the issued shares of Master Plastics on
           the AltX.

2.   EXTENSION TO DATE OF DISTRIBUTION OF SCHEMES CIRCULAR

     As set out in the Firm Intention Announcement, the successful completion of the Unbundling and
     Listing will be subject to, inter alia, approval by the relevant regulatory authorities (including the
     approval by the JSE of the Master Plastics pre-listing statement), as the case may be.
       
     Given the timeline associated with the process to obtain JSE approval of the Master Plastics pre-
     listing statement and the shut down over the December holiday period, Astrapak Shareholders are
     advised that the Company has requested dispensation from the Panel in respect of the requirement
     to distribute the Schemes Circular within 20 business days of publication of the Firm Intention
     Announcement, which request has been granted by the Panel. The date by which the Schemes
     Circular must be distributed has accordingly been extended to 22 March 2017. Astrapak
     Shareholders will be advised in due course of the date of distribution of the Schemes Circular.
     
     The salient dates pertaining to the Ordinary Share Scheme and the Preference Share Scheme will
     be released on SENS and published in the press prior to the distribution of the Schemes Circular.

Johannesburg
19 January 2017

Corporate Advisor and Transaction Sponsor to Astrapak
Merchantec Capital

Legal Advisor to Astrapak
Webber Wentzel

Corporate Advisor to RPC
Rothschild (South Africa) Proprietary Limited

Legal Advisor to RPC
Werksmans Inc.

Date: 19/01/2017 07:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.