ASTRAPAK LIMITED - Extension To Certain Ordinary Share Scheme Conditions And Preference Share Scheme Conditions Fulfillment Dates

Extension To Certain Ordinary Share Scheme Conditions And Preference Share Scheme Conditions Fulfillment Dates

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 CERTAIN ORDINARY SHARE SCHEME CONDITIONS AND PREFERENCE SHARE
SCHEME CONDITIONS FULFILMENT DATES


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; and
      -   the extension to the distribution of the Schemes Circular announcement released on SENS on
          19 January 2017 regarding the granting of an extension by the Panel to the date by which the
          Schemes Circular must be distributed, until 22 March 2017.
      As set out in paragraphs 1.4, 1.5 and 2.4 of the Firm Intention Announcement, Astrapak Shareholders
      were informed that the Ordinary Share Scheme and the Preference Share Scheme are subject to
      various suspensive conditions, including certain conditions to:
      -   the distribution of the Schemes Circular to Astrapak Shareholders (“Posting Conditions”), which
          must be met by no later than 23:59 on 31 January 2017;
      -   the implementation of the Ordinary Share Scheme (“Ordinary Share Scheme Conditions”),
          which must be met by no later than 23:59 on the Long-Stop Date, being 31 March 2017; and
      -   the implementation of the Preference Share Scheme (“Preference Share Scheme
          Conditions”), which must be met by no later than 23:59 on the Long-Stop Date, being 31 March
          2017.

2.    EXTENSION TO CERTAIN ORDINARY SHARE SCHEME CONDITIONS AND PREFERENCE
      SHARE SCHEME CONDITIONS FULFILMENT DATES
      Astrapak Shareholders are advised that, on 31 January 2017, Astrapak and RPC (collectively,
      "Parties") entered into a written agreement to extend:
      -   the date by which the Posting Conditions must be met, from 31 January 2017 to 22 March 2017
          (or such later date as the Parties may agree to in writing); and
      -   the Long-Stop Date, and consequently the date by which the Ordinary Share Scheme Conditions
          as set out in paragraph 1.5.1 of the Firm Intention Announcement and the Preference Share
          Scheme Conditions as set out in paragraph 2.4.1 of the Firm Intention Announcement must be
          met, from 31 March 2017 to 15 May 2017 (or such later date as the Parties may agree to in
          writing).

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
31 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: 31/01/2017 02:30:00 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.