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1 May 2014 RPC Group Plc Proposed acquisition of ACE Corporation

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Page 1: RPC Group Plc Proposed acquisition of ACE Corporation/media/Files/R/RPC-Group/documents/... · Acquisition of ACE ... officers, employees, agents or representatives or any other person

1 May 2014

RPC Group Plc

Proposed acquisition of ACE Corporation

Page 2: RPC Group Plc Proposed acquisition of ACE Corporation/media/Files/R/RPC-Group/documents/... · Acquisition of ACE ... officers, employees, agents or representatives or any other person

RPC Group Plc

Acquisition of ACE

DISCLAIMER

2

This presentation comprises the written materials/slides for a presentation concerning the proposed acquisition and placing by RPC Group Plc (the "Company") (the "Transaction"). The following applies to the presentation materials following

this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the presentation materials. In accessing the presentation materials, you agree to be bound by the following terms and

conditions, including any modifications to them any time you receive any information from us as a result of such.

This document does not constitute or form part of and should not be construed as an offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company or securities in any other entity in any

jurisdiction nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. This document does not constitute, and should not be construed as,

a recommendation or contract or commitment regarding any securities of the Company. The information contained herein is for discussion purposes only and does not purport to contain all information that may be required to evaluate the

Company and/or its financial position.

The contents of this presentation are strictly confidential and being provided solely for your information. The contents of this presentation have not been verified by the Company or N M Rothschild & Sons Limited, Deutsche Bank AG and

Panmure Gordon (UK) Limited (together, the "Banks"), or any of their respective subsidiaries, shareholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents.

A Prospectus is expected to be published by the Company on or around 1 May 2014 (the "Prospectus"). Copies of the Prospectus will, following publication, be available from the Company at its registered office. The Prospectus includes a

description of risk factors in relation to an investment in the Company. This presentation contains forward-looking statements that involve substantial risks and uncertainties and actual results and developments may differ materially from those

expressed or implied by these statements or a variety of factors. These forward-looking statements are subject to risks, uncertainties and assumptions about the Company and its subsidiaries and investments, including those described in the

risk factors section of the Prospectus. You should not rely on forward-looking statements, which speak only as of the date of this presentation.

No reliance may be placed for any purposes whatsoever on the information contained in this presentation or on its completeness. No representation or warranty, express or implied, is given by or on behalf of the Company or the Banks or any of

their respective members, directors, officers, employees, agents or representatives or any other person as to the accuracy, completeness, fairness or verification of the information or the opinions contained in this document and no liability

whatsoever is accepted by the Company or the Banks or any of their respective members, directors, officers, employees, agents or representatives or any other person for any loss arising, directly or indirectly, from any use of such information

or opinions or otherwise, and all such persons disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this presentation. The information and opinions contained in

this document speak only as of the date of this presentation and are subject to verification, completion and change without notice. None of the Company or the Banks accept any obligation or responsibility to advise any person of changes in the

information or opinions set forth herein after the date hereof. No statement in this presentation is intended to be nor may be construed as a profit forecast.

Persons receiving this document must make all trading and investment decisions in reliance on their own judgement. None of the Banks or the Company is providing any such persons with advice on the suitability of the matters set out in this

presentation or otherwise providing them with any investment advice or personal recommendations. Any presentations, research or other information communicated or otherwise made available in this presentation is incidental to the provision

of services by the Banks to the Company and is not based on individual circumstances.

N M Rothschild & Sons Limited and Deutsche Bank AG, who are each authorised by the Prudential Regulatory Authority and regulated by the Financial Conduct Authority (“FCA”) in the United Kingdom, and Panmure Gordon (UK) Limited, who

is authorised and regulated by the FCA in the United Kingdom, are advising the Company and no one else in connection with the Transaction and will not be responsible to anyone other than the Company for providing the protections afforded

to their clients. Prospective investors are required to make their own independent investigation and appraisal of the business and financial condition of the Company and the nature of the securities of the Company. Attendees of this

presentation should seek their own independent legal, investment and tax advice as they see fit.

This document may not be reproduced, redistributed or passed on directly or indirectly, to any other person or published, in whole or in part, for any purpose. The materials are only addressed and directed at persons in member states of the

European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"). Within the United Kingdom, this document is intended for distribution in the

United Kingdom only to persons who (i) are Qualified Investors and (ii) who have professional experience in matters relating to investments and/or to high net worth companies falling within Articles 19(5) or 49(2) respectively of the Financial

Services and Markets Act 2000 (Financial Promotion) Order 2005 or persons to whom it may otherwise be lawfully communicated (in each case, “relevant persons”). The information contained in this document is not intended to be viewed by, or

distributed or passed on (directly or indirectly) to, and should not be acted upon by any other class of persons or in any other jurisdiction.

The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority or under the applicable securities laws of any state or

other jurisdiction of the United States or any province or territory of Canada, Japan, the Republic of South Africa or Australia. Subject to certain exceptions, the Placing Shares may not be offered, sold, taken up, renounced or delivered, directly

or indirectly, within or into the United States, Canada, Japan, the Republic of South Africa or Australia or in any country, territory or possession where to do so may contravene local securities laws or regulations. The Placing Shares are being

offered and sold outside the United States only in offshore transactions within the meaning of and in accordance with Regulation S under the Securities Act. There will be no public offer of the Placing Shares in the United States. Neither the US

Securities and Exchange Commission nor any securities regulatory body of any state or other jurisdiction of the United States of America, nor any securities regulatory body of any other country or political subdivision thereof, has approved or

disapproved of this presentation or the securities discussed herein or passed on or endorsed the merits of the Offering or the accuracy or adequacy of the contents of this presentation. Any representation to the contrary is a criminal offence in

the United States. The term "Placing Shares" as used in this paragraph has the same meaning as defined in the Prospectus.

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RPC Group Plc

Acquisition of ACE

Transaction highlights

3

Page 4: RPC Group Plc Proposed acquisition of ACE Corporation/media/Files/R/RPC-Group/documents/... · Acquisition of ACE ... officers, employees, agents or representatives or any other person

RPC Group Plc

Acquisition of ACE

INTRODUCTION

A COMPELLING ACQUISITION IN LINE WITH OUR VISION 2020

4

● RPC will acquire ACE for an upfront consideration of US$301m (£178m) on a cash-free, debt-free basis,

equating to multiple of 7.4x December 2013 EBITDA of US$41m (£24m)

– Maximum additional earn-out of up to US$129m (£76m) would become payable in stages up to May 2018

– Subject to ACE achieving EBITDA CAGR of at least 15.6% from December 2013 to 2017

Transaction

● ACE is one of the Far East’s industry leaders in the manufacture of plastic-injection moulded components and

injection moulding tools for niche segments

– Strategic opportunity to establish platform from which to create a meaningful presence in Asia

– Scope to enhance ACE’s attractive standalone growth strategy through leveraging RPC network

● Acquisition is in line with Vision 2020, building on successful acquisition history

● Meets RPC’s strict acquisition criteria

● EPS accretive in the first full year of ownership and pro forma ROCE ahead of WACC

● Estimated annual cost savings of £1m in relation to tooling procurement fully realisable from the first full year of ownership

Strategic

rationale

Note

1. Based on £1 = US$1.69

Financing

● US$89m (£53m) of new RPC shares issued to ACE shareholders

● Cash consideration balance of US$212m (£126m) funded via equity placing of c.£75m and part utilisation of

new RCF

● Pro-forma leverage of 1.8x Net debt / EBITDA as at 31 March 2014

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RPC Group Plc

Acquisition of ACE

Overview of ACE

5

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RPC Group Plc

Acquisition of ACE 6

ACE is a China-based and Hong Kong headquartered award-winning manufacturer of complex plastic-injection

moulding components and moulding for five key market divisions:

− Packaging (14% sales)

− Lifestyle (50% sales)

− Medical (6% sales)

− Power (10% sales)

− Automotive (20% sales)

● ACE is one of the industry leaders in the Far East

● Operates five technologically advanced production facilities in Shenzhen (2), Shanghai, Zhuhai and Hefei

● 2013 revenues were US$175m (£104m), of which tool sales were £31m, with total EBITDA of US$41m (£24m)

● In 20131 revenues by destination were approximately split across the following geographies: Americas 38%, China

30%, Europe 19%, and rest of the world 13%

● As of December 2013 the company employed approximately 3,300 employees

● ACE is currently owned by its founders and management, established in 1988

ACE has a successful track record and strong standalone growth strategy

PROFILE OF ACE INTERNATIONALLY WELL RECOGNISED INJECTION MOULDER AND TOOL MAKER WITH STRONG GROWTH

Note

1. Based on the unaudited information for the year ended 31 December 2013

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RPC Group Plc

Acquisition of ACE 7

OVERVIEW OF BUSINESS SEGMENTS

EXPOSED TO ATTRACTIVE END MARKETS THAT ARE COMPLEMENTARY TO RPC

Power Group

Share of sales

FY2013

£104m

Services offered

Products offered

Lifestyle

£52m

Complete services from

design and tooling through

manufacturing and

assembly

• Consumer electronics

• Water proof iPad cases

• Bi-injection moulding

• Sanitary products

Automotive

£21m

Works with big automotive

OEMs and tier 1 suppliers

and produces customised

structural and decorative

parts

• Remote control keys

• Engine components

• Chrome plated plastic

Packaging

£15m

Complete service including

concept design, prototype

and tooling

• Food packaging

• Cosmetics packaging

• Consumer packaging

mould

£10m

Full service engineering

expertise in

micromachining / metal

insert moulding

• Connectors

• Power switches

• Metal insert moulding

Medical

£6m

Medical device solutions

for respected medical

OEMs

• Glucose meters

• Syringes

Main customers*

Sample products

Source Management information

14%

50%

6% 10%20%

*Top 10 customers

represent 55% of total

2013 sales

**ACE has been

supplying Superfos (now

part of RPC) since 2008

**

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RPC Group Plc

Acquisition of ACE 8

ACE has presence

across China

through five

manufacturing

facilities

Additionally, ACE

has sales agents

in the UK and the

USA

PRODUCTION SITES

STATE OF THE ART MANUFACTURING FACILITIES ACROSS CHINA

Production facilities and headquarters

Sales by site 2013A1

Factory location

Production facilities

Production site

Headquarters

Shanghai

Hefei

Shanghai Employs c.600 people Established in 2003

Hefei Employs c.330 people Established in 2013

Shenzhen (Gonghe) Employs c.1,100 people Established in 1997

Shenzhen (Shatou) Employs c.610 people Established in 1992

Zhuhai Employs c.630 people Established in 2008

Green Arburg machines 5 axis robots

Electroplating plant HPH automation plant HPH automation plant

Clean room moulding

Source Management information

Note

1. Before inter-company eliminations

Zhuhai

Hong Kong

Shenzhen

(Shatou)

Shenzen

(Gonghe)

21%

40%

18%

18%

3%

Shenzen (Shatou) Shenzen (Gonghe) Shanghai Zhuhai Hefei

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RPC Group Plc

Acquisition of ACE

ACE MANAGEMENT TEAM

EXTENSIVE EXPERTISE IN PACKAGING SPACE

9

Horton Zhang

General Manager of Ace Mould Shanghai and Ace Mold Hefei

● Certificate Program on Industrial

Management (2002)

● Board Member of ACE (2013)

● General Manager of ACE Mold Hefei

(2013)

● VP of Automotive and Medical (2011)

● Established ACE Classic medical

Component Company (2010)

● General Manager of ACE Mold

Shanghai (2004)

● Senior Sales Engineer (2000)

● Project Manager (1999)

● Project Engineer (1996)

● Joined ACE as Engineering Trainee

(1994)

Nelson Fu

Chief Information Officer

VP - Automotive

● VP Automotive (2011)

● Chief Information Officer of ACE (2009)

● VP overseeing Management Operation

(2009)

● General Manager of ACE Plastics

(1998)

● Joined ACE to lead 3D design and

Pro-E system (1994)

Dr. Jack Yeung

Chief Executive Officer

● BSc in Environmental Engineering,

University of Windsor, Canada (1996)

● Honorary PhD Business Administration

– Northern University California (2013)

● CEO since 2007, previously VP –

Business Development and Sales

Manager

● Chairman - Young President

Organization – Pearl River Delta

Chapter (2010)

● Committee Member - VTC Technologist

Training (2011-13)

● Chairman - Hong Kong Mould & Die

Council (2011-15)

● Council Member - Hong Kong

Productivity Council (2011-15)

● Winner of the World Outstanding

Chinese Award (2013)

● Winner of the Prestigious Hong Kong

Young Industrialist Award (2010)

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RPC Group Plc

Acquisition of ACE

Key historic financials

£m, Dec y/e 2011A 2012A 2013A CAGR (11-13)

Sales 57.7 82.8 103.6 34%

Growth 43.4% 25.2%

EBITDA 11.4 17.4 24.0 45%

Margin 19.8% 21.1% 23.2%

Growth 52.6% 37.7%

EBIT 7.2 13.1 18.7 62%

Margin 12.4% 15.8% 18.1%

Growth 82.1% 43.4%

Financial development of the Group (Dec y/e)

10

HISTORICAL TRADING

SIGNIFICANT ORGANIC GROWTH ACHIEVED

● ACE has existing capacity to accommodate further

growth

● Q1 2014 sales have grown strongly albeit with

automotive sales impacted by severe weather in US

● Profitability in line with comparable period in 2013

58

83

10419.8%21.1%

23.2%

0%

2%

4%

6%

8%

10%

12%

14%

16%

18%

20%

22%

24%

26%

0

30

60

90

120

2011A 2012A 2013A

Sales EBITDA margin

£m

Note

1. Based on £1 = US$1.69

2. Based on US$ = HK$7.75

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RPC Group Plc

Acquisition of ACE 11

KEY STRENGTHS AND ACE CREDENTIALS

ACE HAS WON MULTIPLE AWARDS

Key strengths

High quality injection moulding and mould making specialist serving China and export markets

Strong and experienced professional management team

Good corporate governance environment

Business geared for growth with scalable manufacturing platform at Zhuhai and Hefei plants

Supplier Award from Rockwell Automation (2013)

Supplier Excellence Award from Tyco (2010-12)

Philips Global Award (2007)

Mould Design Award (6 times) and Mould Maker of the Year Award (3 times)

World Outstanding Chinese Award (2013) Jack Yeung, CEO of ACE

Numerous awards from the Chinese government1

Top 100 Excellent Enterprises of Harmonious Relationship between Labours and Management (2013)

Accreditations: ISO9001, ISO13485, ISO14001, ISO27001, TS16949, OHSAS18001

ACE credentials

Note

1. “Caring Company” (2010-11), “Happiness at Work Label” (2012), “Safety Production” (2013), “Advance Labour Management Enterprise”, “Caring Company Scheme” (2009-2014), “Clean Production

Program” (2013-2014), “Corporate Responsibility Award” (2014)

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RPC Group Plc

Acquisition of ACE

Group strategy and acquisition

rationale

12

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RPC Group Plc

Acquisition of ACE 13

ACQUISITION RATIONALE

VISION 2020 – FOCUSED GROWTH

Focused

growth

Continuing focus on organic growth

Selective consolidation in Europe

Creating a meaningful

presence outside

Europe

● Rigid plastic packaging market forecast to grow by

5.5% globally in the next five years with 2.7% growth

in Europe

● Plastic packaging – whilst concentrated in selective

niches – remains a largely fragmented market

● Rigid plastic packaging is forecast to grow by

6.5% outside Europe whilst 94% of RPC’s sales

are currently in Europe

Source PIRA 2013

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RPC Group Plc

Acquisition of ACE 14

ACQUISITION RATIONALE

VISION 2020 – CREATING A MEANINGFUL PRESENCE OUTSIDE EUROPE

Strategic rationale

● Higher growth rates outside

Europe

● International customer base

would like RPC to follow them

outside Europe

● Opportunity to leverage leading

innovation capabilities

In Vision 2020 RPC set out the key elements of the creation of a meaningful presence outside of Europe:

Focus

● Leveraging RPC’s competitive

advantages:

− Strong customer relationships

− Innovation capabilities

− Extensive product range

− Operational excellence

● Focus geographies:

− North America

− BRIC countries

Implementation

● Further organic growth in US

● Engage with multi-national

customers

● Target local packaging

companies via various

co-operation / investment modes

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RPC Group Plc

Acquisition of ACE 15

ACQUISITION RATIONALE

FITS WITH VISION 2020 FOCUSED GROWTH STRATEGY

Platform to

create a

meaningful

presence in Asia

Enhance ACE

attractive

standalone

growth strategy

● High quality, modern manufacturing platform

− Critical mass and capacity to grow higher-added value packaging volumes in Asia

● Leverage RPC’s relationships with global customers calling for RPC to have a manufacturing presence

in China

● Platform to accelerate acquisitive growth in the region

● Synergy opportunities:

− Cost savings from increased in-sourcing of existing RPC tooling requirement

− Potential for general purchasing savings for enlarged group

● Enhanced export sales for ACE through the RPC sales network

● Increased value offering for European tools through the support of a dedicated service tool centre

● Best practice transfer to ACE – complex moulding, automation, multi-part assembly

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RPC Group Plc

Acquisition of ACE

ACE

16

ACQUISITION RATIONALE

ACE IS COMPLEMENTARY TO RPC EXISTING PORTFOLIO

RPC Enlarged group + =

Sales of injection moulding and moulds

Number of employees

Number of facilities

49

Number of employees

Number of facilities

Sales by origin (Dec-13)1

5

c. 3,300 c. 8,000

Number of employees

Number of facilities

Sales by origin

54

c. 11,300

Sales by origin (Mar-13)

China100%

Notes

1. 30% of sales made in China

2. 2% moulds is typical for RPC

£104m

United Kingdom

22%

Germany31%

France14%

Other33%

£1,051m

United Kingdom

20%

Germany28%

France13%

Other30%

China9%

£1,155m

Moulds2%

Injection moulding

98%

Sales of injection moulding and moulds Sales of injection moulding and moulds

Moulds5%

Injection moulding

95%

Moulds30%

Injection moulding

70%

Page 17: RPC Group Plc Proposed acquisition of ACE Corporation/media/Files/R/RPC-Group/documents/... · Acquisition of ACE ... officers, employees, agents or representatives or any other person

RPC Group Plc

Acquisition of ACE

Rigid plastic packaging consumption in Asia

17

ACQUISITION RATIONALE

ASIAN PACKAGING STRATEGY – A HIGH GROWTH MARKET

Asian packaging market*

● Asia is the largest rigid plastic packaging consumer –

2013 global volume share estimated at 30%

● Consumption continued to grow in China and India

during 2008-2013 despite global recession

● Rigid plastic packaging consumption projected to

grow at a CAGR of 9.8% 2013-2018

● Growth fuelled by rising disposable incomes, growing

urbanisation and developing retail infrastructures

RPC packaging strategy for Asia

● Provide international customer base with packaging

of European standards in China

● Lever leading technical and innovative capabilities

supported by the strong ACE manufacturing platform:

− Target growth in segments where the opportunity exists to differentiate from the local competition

− Respond to the increasing demands of the consumer for high quality, functional packaging

● Key packaging segments currently identified:

− High end personal care

− Multi-layer / barrier food packaging

− Pharmaceutical devices

− Paint containers

CAGR: 6.9%

CAGR: 9.8%

*Source PIRA 2013

(‘000 t

onnes)

9,723

13,553

21,618

-

5,000

10,000

15,000

20,000

25,000

2008A 2013E 2018E

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RPC Group Plc

Acquisition of ACE

Cluster Managers

Executive Board Members

Pim

Vervaat

6 years*

Superfos

UKIM

Bramlage – Wiko

Blow Moulding

BEBO

Chief Executive Group Finance Director Group Purchasing Business Improvement

Corporate

Development

18

Simon

Kesterton

1 year*

Alfons

Böckmann 38 years*

Thomas

Wahlmeyer 32 years*

* Years of experience in the

plastic packaging industry

Darin

Evans

16 years*

Frank

Doorenbosch

24 years*

Tom

Saunderson

3 years*

Alistair

Herd 26 years*

International management team with over 200 years’

experience in the plastic packaging industry

Bruce

Margetts 26 years*

René

Valentin 22 years*

ACE

Jack

Yeung 14 years*

New cluster

RPC ORGANISATIONAL STRUCTURE

ACE REPRESENTS A NEW CLUSTER FOR RPC

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RPC Group Plc

Acquisition of ACE 19

ACQUISITION RATIONALE

ACQUISITION CRITERIA & VISION 2020 FINANCIAL METRICS

RPC acquisition criteria

● Strategic fit

● Strong incumbent management

● Financial track record

● Financial criteria:

− ROCE > WACC of RPC

− Quantifiable synergies

− Earnings accretion

− Impact on Group KPIs

Vision 2020 financial metrics

● RONOA of at least 20%

● Return on sales of at least 8%

Clear acquisition rationale and strategy

Professional management team to be retained

Strong profitability and growth achieved

Pro forma ROCE ahead of WACC

Asian packaging growth and moulds procurement

EPS accretive in first full year post acquisition

See below

ACE RONOA at 31% in 2013

ACE return on sales at 18% in 2013

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RPC Group Plc

Acquisition of ACE 20

INTEGRATION PLAN

CLEARLY DEFINED INTEGRATION PLAN IN PLACE

● ACE existing business model to be continued in order to achieve standalone growth strategy

● RPC to support ACE business model by:

− Enhancing sales network of ACE outside China

− Transferring manufacturing know-how to ACE plants

− Providing European service support for ACE moulds

● RPC to immediately follow through current customer demands for China-based manufacturing

● RPC to implement Asian packaging strategy

● RPC to enhance the already strong corporate governance environment of ACE

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RPC Group Plc

Acquisition of ACE

Transaction structure and timetable

21

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RPC Group Plc

Acquisition of ACE

Deferred cash consideration

● Maximum additional earn-out of up to US$129m (£76m)

− Subject to ACE achieving at least 15.6% EBITDA CAGR between 31 December 2013 and 2017

− Payable in May 2018

− Amount payable determined on “straight-line” basis should EBITDA CAGR be less than 15.6%

● Equal stage payments in total of up to $43m (£25m)

− Based on ACE’s financial performance as at 31 December 2014, 2015, and 2016

− Subject to achieving 15.6% EBITDA CAGR at respective periods compared to 31 December 2013

− Subject to claw-back based on the future financial performance up to 31 December 2017

− Any payments made are deductible / refundable based on the final earn-out payment

22

TRANSACTION STRUCTURE AND TIMETABLE

ACQUISITION FINANCING STRUCTURE

Financing of upfront consideration

● Equity placing of approximately £75m

− Carry same rights as existing ordinary shares including future dividend

− Joint Bookrunners: Deutsche Bank and Panmure Gordon

− Not conditional on completion of the Acquisition

● US$89m (£53m) payable in a form of approximately 8.5

million new RPC shares issued to ACE shareholders

● Balance funding drawn from new 5-year £350m RCF

− New RCF also used to refinance the existing £200m RCF maturing in September 2015

● Pro-forma leverage of 1.8x Net debt / EBITDA as at 31

March 2014

Note

1. ISC = Issued Share Capital

2. On cash-free/debt-free basis, subject to customary adjustments

Sources £m Uses £m

Placing (c. 7.5% of existing ISC1) c.75 Acquistion cost

2 178

EBITDA 2013 of 7.4x

RPC shares issued to ACE 53 Fees 7

Debt 57

Total sources 185 Total uses 185

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RPC Group Plc

Acquisition of ACE 23

TRANSACTION STRUCTURE AND TIMETABLE

TIMETABLE

Announcement of the Acquisition and Placing 1 May 2014

Placing books closed and Placing pricing announced 1 May 2014

Publication of the Prospectus / Class 1 Circular and Form of Proxy 1 May 2014

Admission of and commencement of dealing in Placing Shares 7 May 2014

General Meeting 19 May 2014

Expected date of Completion (subject to competition approval in Germany) Early June 2014

Admission of Consideration Shares At the same time as Completion

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RPC Group Plc

Acquisition of ACE

RPC current trading

24

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RPC Group Plc

Acquisition of ACE 25

RPC CURRENT TRADING

● In line with 27 March 2014 Pre close trading statement

“The performance for the year is anticipated to be in line with our expectations. We are

pleased with the progress we have made towards the strategic goals set out in our Vision

2020 focused growth strategy and we are confident that further progress will be made

going forward against the backdrop of more encouraging macro-economic conditions.”

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RPC Group Plc

Acquisition of ACE 26

SUMMARY

A COMPELLING ACQUISITION IN LINE WITH OUR VISION 2020

● Excellent platform for packaging growth of RPC in the Far East

− Opportunity to develop broader relationships with existing customers

− Access to complementary mould capabilities

− A platform for further acquisition opportunities in the Far East

− Scope to realise a number of additional operating benefits

● Current successful ACE growth strategy to be enhanced by RPC

− Enhanced export sales for ACE through the RPC sales network

− Increased value offering for European tools

− Best practice transfer to ACE

● Estimated annual cost savings of £1m in relation to tooling procurement fully realisable from the first full year of ownership

● EPS accretive in the first full year of ownership

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RPC Group Plc

Acquisition of ACE

Q&A

27

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RPC Group Plc

Acquisition of ACE

Appendix

28

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RPC Group Plc

Acquisition of ACE 29

APPENDIX: ACQUISITION RATIONALE

RPC CURRENT GEOGRAPHIC PRESENCE

Where we manufacture

Where we sell

Opportunities to expand outside Europe in higher growth markets

Currently c.6% of

RPC’s sales are

outside Europe

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RPC Group Plc

Acquisition of ACE

Rigid plastic consumption (‘000 tonnes) per market CAGR

'08-'13

CAGR

'13-'18

15% 14%

11% 11%

12% 12%

13% 13%

12% 11%

10% 10%

11% 11%

30

APPENDIX: ACQUISITION RATIONALE

ASIAN PACKAGING STRATEGY – FOCUS ON CHINA

Key trends / market drivers

● 12.7% overall CAGR in rigid plastic packaging 2008-2013;

12.0% projected CAGR for 2013-2018

● Fresh food: Growing presence of multinational brands and

retailers leading to increasing sales of packaged fresh food

● Chilled, frozen & processed food: Demand growing rapidly as

urban lifestyles spread and disposable incomes rise

● Cosmetics & toiletries: Continuing growth in demand for body

and hair care; male grooming the fastest growing category

● Household care: Surface care, liquid laundry detergents and

dishwashing products experiencing the fastest rates of growth

within this category

● Healthcare: General increase in availability of healthcare

products – supported by government plans to provide access to

basic medical care across the country – driving particularly

strong projected growth

● Industrial containers: All paints currently packaged in metal

containers

123 244 459 84

141 232

498

890

1,569

205

386

711

427

739

1,245

263

422

680

349

594

1,002

-

1,000

2,000

3,000

4,000

5,000

6,000

2008A 2013E 2018E

Fresh Food Chilled, frozen, processed foodDairy products HealthcareCosmetics Household careIndustrial/other

Trends in packaging in China demonstrate continued strong growth together with an increasing consumer

requirement for higher added value packaging

Source PIRA 2013

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RPC Group Plc

Acquisition of ACE

596.8

686.3

789.2

907.6

1043.8

0

200

400

600

800

1,000

1,200

2013 2014 2015 2016 2017

31

APPENDIX: STRONG GROWTH DRIVERS

CHINA INJECTION MOULDING PRODUCTION VALUE

(RM

B b

illio

n)

Source National Bureau of Statistics of the PRC, the Ipsos Report