RPC Group Plc - Update from Eminence Capital, LP ("Eminence Capital") regarding its letter of intent
On 23 January 2019, RPC and the Bidder announced the Bidder's recommended final cash offer for RPC under Rule 2.7 of the Takeover Code (the "Rule 2.7 Announcement"), pursuant to which Bidco will acquire all of the issued and to be issued share capital of RPC (the "Acquisition"). As outlined in the Rule 2.7 Announcement, the Acquisition is to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme"). Capitalised defined terms used and not defined in this announcement have the same meanings given to them in the Rule 2.7 Announcement.
Prior to the publication of the Rule 2.7 Announcement, the Bidder received a letter of intent from Eminence Capital (the "Eminence Capital Letter of Intent") to vote in favour of the Scheme at the Court Meeting (and the resolutions to be proposed at the RPC General Meeting) in respect of a total of 2,996,835 RPC Shares (the "Controlled Shares").
On 31 January 2019, Eminence Capital informed the Bidder that it had sold 726,169 of the Controlled Shares.
Accordingly, the Bidder is making this announcement as required by Rule 2.10(c)(ii) of the Code. Eminence Capital has confirmed to the Bidder that, as at 31 January 2019, the Eminence Capital Letter of Intent remains valid in respect of the 2,270,666 RPC Shares comprising the remaining Controlled Shares.
A copy of this announcement will be made available, in accordance with Rule 26.1 of the Code, on RPC's website at http://www.rpc-group.com/corporate/investors.