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Thursday 23 February, 2006

HSBC Bank plc

Rexam Exchange Offer

HSBC Bank plc
23 February 2006

Rexam PLC Announces Exchange Offer of its €550m 6.625% Notes due 2007

Not for release, publication or distribution in whole or in part into the United
States, Italy, Canada, Gibraltar, Guernsey and Monaco, as described below. There
are offer restrictions in the United Kingdom, Belgium, France, Germany and Hong
Kong, as more fully set out in the Exchange Offer Memorandum (as defined below).



London, 23 February 2006:



Rexam PLC, the global consumer packaging group and the world's leading beverage
can supplier, (the 'Company') today announced an offer to exchange any or all of
its €550m 6.625% Notes due 2007 (the 'Existing Notes') for new Euro denominated
fixed-rate Notes due 2012/2013 (the 'New Notes'), a cash consideration payment
and accrued interest, as described below (the 'Exchange Offer').



The purpose of the Exchange Offer is to manage efficiently the refinancing of
the Existing Notes and reduce the Company's debt repayments in 2007, as well as
lengthening the Company's debt maturity profile while taking advantage of
current market conditions.



The Exchange Offer is subject to offer restrictions (as set out below and
detailed in the Exchange Offer Memorandum dated 23 February 2006 (the 'Exchange
Offer Memorandum')) and is being made on the terms and subject to the conditions
described in the Exchange Offer Memorandum. The New Notes will be issued under
the Company's £1,000,000,000 Global Medium Term Note Programme and admitted to
the official list of the UK Listing Authority (the 'Official List') and to
trading on the London Stock Exchange plc's Gilt Edged and Fixed Interest Market
(the 'Market').



The Company may, in its sole discretion and for any purpose issue Additional
Notes, which shall be fungible with the New Notes and admitted to the Official
List and to trading on the Market.



Terms of Exchange Offer

Holders of Existing Notes whose Notes are accepted for exchange will receive:

(i)                   an equal aggregate principal amount of New Notes;

(ii)                 a cash consideration payment equal to the product of (i)
the difference between the exchange price and new issue price and (ii) the
aggregate principal amount of Existing Notes accepted; and

(iii)                accrued interest from (and including) the immediately
preceding interest payment date in respect of the Existing Notes up to (but
excluding) the settlement date of the Exchange Offer



The Exchange Offer is conditional on:

(i)   valid offers of Existing Notes for exchange being received from
Noteholders representing a minimum of €200,000,000 in aggregate principal amount
of the Existing Notes (the 'Minimum Exchange Condition'); and

(ii)  the aggregate principal amount of the New Notes and any Additional Notes
(the issue of which is at the sole discretion of the Company) equalling a
minimum of €350,000,000 (the 'Minimum New Issue Size').

The Company may, in its sole discretion, waive the Minimum Exchange Condition
(but not the Minimum New Issue Size).



Exchange and New Issue Pricing

The exchange spread for the Existing Notes has been fixed at Interpolated Mid
Swaps plus an exchange spread of 0 bps and the new issue spread and maturity of
the New Notes will be announced at or around 11 am London time on 6 March 2006,
following a European Roadshow. The maturity of the New Notes will be between 6
and 7 years.



Minimum Offer Amount

Holders of Existing Notes who wish to participate in the Exchange Offer must
offer for exchange an aggregate principal amount of Existing Notes greater than
or equal to €50,000.



Key Dates


Event                                                                     Date/ Time  (all times are London times)
Launch of Exchange                                                        At or around 1pm on  Thursday 23 February
Offer............................................................         2006
Period during which Electronic Instruction Notices may be submitted by    From and including any time at or around
Noteholders (the 'Offer Period')...............................           1pm Thursday 23 February 2006  up to and
                                                                          including 3pm on Thursday 9 March 2006
European Roadshow......................................................   Tuesday 28 February to Thursday 2 March
......                                                                    2006
Announcement of New Issue Spread and Maturity Date...............         At or around 11am on Monday 6 March 2006
Revocation Deadline                                                       3pm on Wednesday 8 March 2006
......................................................................
Expiration of Offer                                                       3pm on Thursday 9 March 2006
Period...............................................................
Announcement of decision by the Company to accept the Exchange Offer      Before pricing on Friday 10 March 2006
and as to the issue of any Additional Notes........
Pricing Date and Time                                                     At or around 11am on Friday 10 March 2006
....................................................................
Expected Settlement Date                                                  Wednesday 15 March 2006
.............................................................



Holders of the Existing Notes are advised to read carefully the Exchange Offer
Memorandum for full details of the Exchange Offer and information on the
procedures for participating in the Exchange Offer. ABN AMRO N.V., BNP Paribas
and HSBC Bank plc are acting as Dealer Managers and Citibank, N.A. is acting as
Exchange Agent.



Subject to applicable law, the Company may, in its sole discretion, amend any
term or condition of the Exchange Offer (including extending the Exchange Offer
up to 10am London time on 9 March 2006, subject to the right of the Company to
extend, amend and/or terminate the Exchange Offer).



About Rexam PLC

The Company is a public limited liability company incorporated under the laws of
England and Wales. The Group's principal business is the provision of consumer
packaging solutions to global and regional customers primarily in the beverage,
beauty, pharmaceutical and food segments. The Group is one of the world's top
six consumer packaging companies and the world's leading beverage can maker in
terms of sales volumes. The Group has more than 90 manufacturing operations in
approximately 20 countries.

The Exchange Offer Memorandum is available (subject to offer and distribution
restrictions) from the Dealer Managers and Exchange Agent.

Requests for information about the Exchange Offer should be directed to:


                                                DEALER MANAGERS
         ABN AMRO Bank N.V.                       BNP Paribas                         HSBC Bank plc
          250 Bishopsgate                     10 Harewood Avenue                     8 Canada Square
          London EC2M 4AA                       London NW1 6AA                        London E14 5HQ
       Tel: +44 20 7678 3644                 Tel: +44 20 7595 8668                Tel:  +44 20 7991 5893
       Fax: +44 20 7678 3597                 Fax: +44 20 7595 5095                Fax: +44 20 7992 4973
  Attn: Liability Management Group      Attn: Debt Restructuring Group         Attn: Debt Finance Advisory
               Email:                               Email:                     Email: ben.broad@hsbcib.com
  liability.management@abnamro.com     debt.restructuring@bnpparibas.com


                                                                   EXCHANGE AGENT
                                                                   Citibank, N.A.
                                                                  Citigroup Centre
                                                                    Canada Square
                                                                    Canary Wharf
                                                                   London E14 5LB
                                                                Tel: +44 20 7508 3867
                                                                Fax: +44 20 7508 3866
                                                                 Attn: Exchange Team
                                                         Email: exchange.gats@citigroup.com


                                                                     THE COMPANY
Rexam PLC
Chris Bowmer, Group Treasurer               020 7227 4100
David Robbie, Finance Director
Andrew Mills, Group Communications Director

Financial Dynamics
Richard Mountain/David Yates                020 7269 7291





A copy of the Exchange Offer Memorandum is available for inspection at the Document Viewing Facility of the Financial 
Services Authority, 25 The North Colonnade, London E14 5HS.

This release does not constitute an invitation to participate in the Exchange Offer in any jurisdiction in which, or to 
or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws.

No offer or invitation to acquire or exchange any securities is being made pursuant to this release.  This release must 
be read in conjunction with the Exchange Offer Memorandum.  This release and the Exchange Offer Memorandum contain 
important information which should be read carefully before any decision is made in relation to the Exchange Offer.  If 
you are in any doubt as to the action you should take, you are recommended to seek your own financial advice, including 
in respect of any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other 
independent financial adviser.  Any individual or company whose Existing Notes  are held on its behalf by a broker, 
dealer, bank, custodian, trust company or other nominee must contact such entity if they wish to offer Existing Notes 
for exchange pursuant to the Exchange Offer.  None of Rexam PLC, ABN AMRO Bank N.V., BNP Paribas or HSBC Bank plc or 
Citibank, N.A. makes any recommendation as to whether or not holders of Existing Notes should offer Existing Notes for 
exchange.

This press release and the Exchange Offer are not being made and will not be made directly or indirectly in or into, or 
by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a 
national securities exchange of, the United States or to U.S. persons (within the meaning of Regulation S under the 
United States Securities Act of 1933, as amended (the 'Securities Act')). This includes, but is not limited to, 
facsimile transmission, electronic mail, telex, telephone and the Internet. Accordingly, copies of this press release 
and any other documents or materials relating to the Exchange Offer are not being, and must not be, directly or 
indirectly mailed or otherwise transmitted, distributed or forwarded in or into the United States and Existing Notes 
cannot be offered for exchange in the Exchange Offer by any such use, means, instruments or facilities or from within 
the United States.  Any purported offer of Existing Notes for exchange resulting directly or indirectly from a violation
of these restrictions will be invalid and offers of Existing Notes for exchange made by a person located in the United 
States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving 
instructions from within the United States or any U.S. person will not be accepted. The New Notes and any Additional 
Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or 
jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, in the United 
States or to U.S. persons.


This press release and the Exchange Offer are not being made in the Republic of
Italy ('Italy').  The Exchange Offer, this press release, and the Exchange Offer
Memorandum have not been submitted to the clearance procedure of the Commissione
Nazionale per le Societa e la Borsa (CONSOB) or the Bank of Italy pursuant to
Italian laws and regulations.  Accordingly, holders of Existing Notes are
notified that, to the extent such holders are resident and/or located in Italy,
the Exchange Offer is not available to them and they may not offer Existing
Notes for exchange in the Exchange Offer nor may the New Notes be offered, sold
or delivered in Italy and, as such, any Electronic Instruction Notice received
from such persons shall be ineffective and void, and neither this press release
nor any other documents or materials relating to the Exchange Offer, the
Existing Notes or the New Notes may be distributed or made available in Italy.



The communication of this press release and any other documents or materials
relating to the Exchange Offer is not being made and such documents and/or
materials have not been approved by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000. Accordingly, such
documents and/or materials are not being distributed to, and must not be passed
on to, the general public in the United Kingdom. The communication of such
documents and/or materials as a financial promotion is only being made to those
persons in the United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the 'Order')) or persons who are
within Article 43(2) of the Order or any other persons to whom it may otherwise
lawfully be made under the Order.

The Exchange Offer is subject to further offer and distribution restrictions in, amongst other countries, France, 
Belgium, Germany, Hong Kong, Canada, Gibraltar, Guernsey and Monaco as more fully set out in the Exchange Offer 
Memorandum.  The distribution of this release in those jurisdictions is restricted by the laws of such jurisdictions.  
No action has been or will be taken in any jurisdiction in relation to the Exchange Offer that would permit a public 
offering of securities.


                      This information is provided by RNS
            The company news service from the London Stock Exchange