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Further Extension to Distribution of Schemes Circular, and Certain Ordinary and Preference Share Scheme 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”)
FURTHER EXTENSION TO DISTRIBUTION OF SCHEMES CIRCULAR, AND CERTAIN ORDINARY SHARE SCHEME CONDITIONS
AND PREFERENCE SHARE SCHEME CONDITIONS FULFILMENT DATES
1. INTRODUCTION
Astrapak Shareholders are referred to the following announcements (and using the terms defined
therein unless otherwise stated) released on SENS:
- the joint firm intention announcement dated 15 December 2016 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;
- the extension to the distribution of the Schemes Circular announcement dated 19 January 2017
in terms of which Astrapak Shareholders were advised that, inter alia, Astrapak 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 was
accordingly extended to 22 March 2017; and
- the extension to certain Ordinary Share Scheme Conditions and Preference Shares Conditions
Fulfilment Dates announcement dated 31 January 2017 in terms of which, inter alia, Astrapak
Shareholders were advised that the Parties had entered into a written agreement to extend:
o 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
o 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).
2. FURTHER EXTENSION TO DATE OF DISTRIBUTION OF SCHEMES CIRCULAR, AND CERTAIN
ORDINARY SHARE SCHEME CONDITIONS AND PREFERENCE SHARE SCHEME
CONDITIONS FULFILMENT DATES
As set out in the Firm Intention Announcement, the successful completion of the Ordinary Share
Scheme, Preference Share Scheme, 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 aforementioned processes, Astrapak Shareholders are
advised that the Company has requested further 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 from 22 March 2017 to 13 April
2017.
Astrapak Shareholders are further advised that, on 22 March 2017, the Parties entered into a written
agreement to extend:
- the date by which the Posting Conditions must be met, from 22 March 2017 to 7 April 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 15 May 2017 to 30 June 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
23 March 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: 23/03/2017 05:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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