8 July
2024
Smurfit Westrock
plc
("Smurfit
Westrock")
Completion of
Listing
Further to its announcement on 14
May 2024 in connection with the FCA's approval of and the
publication of its prospectus (the "Prospectus"), Smurfit Westrock is
pleased to announce that all of the issued Smurfit Westrock Shares,
consisting of 519,323,681 ordinary shares with a nominal value of
$0.001 each, have been admitted to the standard listing segment of
the Official List of the FCA and to trading on the main market for
listed securities of the LSE under the ticker "SWR", effective from
8:00 a.m. (UK time) today. Further, it is expected that the Smurfit
Westrock Shares will also be admitted to the New York Stock
Exchange under the ticker "SW" with effect from 9:30 a.m. (New York
City time) today.
Smurfit Westrock confirms that, with
effect from the commencement of dealings, its total issued share
capital as at today, 8 July 2024, consists of 519,323,681 ordinary
shares with a nominal value of $0.001 each. The figure of
519,323,681 may be used by shareholders and others with
notification obligations as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change to their interest in, Smurfit Westrock
under the DTRs.
Capitalised terms used in this
announcement, unless otherwise defined, have the meanings assigned
to them in the Prospectus.
Enquiries
For further information, please
contact:
Forward-Looking
Statements
This announcement and other statements made or
to be made by Smurfit Westrock, Smurfit Kappa and WestRock relating
to the Combination, include certain "forward-looking statements"
(including within the meaning of US federal securities laws)
regarding the Combination and the listing of Smurfit Westrock, the
rationale and expected benefits of the Combination (including, but
not limited to, synergies), and any other statements regarding
Smurfit Westrock's, Smurfit Kappa's and WestRock's future
expectations, beliefs, plans, objectives, results of operations,
financial condition and cash flows, or future events or
performance. Statements that are not historical facts, including
statements about the beliefs and expectations of the management of
each of Smurfit Westrock, Smurfit Kappa and WestRock, are
forward-looking statements. Words such as "may", "will", "could",
"should", "would", "anticipate", "intend", "estimate", "project",
"plan", "believe", "expect", "target", "prospects", "potential",
"commit", "forecasts", "aims", "considered", "likely", "estimate"
and variations of these words and similar future or conditional
expressions are intended to identify forward-looking statements but
are not the exclusive means of identifying such statements. While
Smurfit Westrock, Smurfit Kappa and WestRock believe these
expectations, assumptions, estimates and projections are
reasonable, such forward-looking statements are only predictions
and involve known and unknown risks and uncertainties, many of
which are beyond the control of Smurfit Westrock, Smurfit Kappa and
WestRock. By their nature, forward-looking statements involve risk
and uncertainty because they relate to events and depend upon
future circumstances that may or may not occur. Actual results may
differ materially from the current expectations of Smurfit
Westrock, Smurfit Kappa and WestRock depending upon a number of
factors affecting their businesses and risks associated with the
successful execution of the Combination and the integration and
performance of their businesses following the Combination.
Important factors that could cause actual results to differ
materially from such plans, estimates or expectations include:
developments related to pricing cycles and volumes; economic,
competitive and market conditions generally, including
macroeconomic uncertainty, customer inventory rebalancing, the
impact of inflation and increases in energy, raw materials,
shipping, labour and capital equipment costs; reduced supply of raw
materials, energy and transportation, including from supply chain
disruptions and labour shortages; intense competition; risks
related to international sales and operations; failure to respond
to changing customer preferences and to protect intellectual
property; results and impacts of acquisitions by Smurfit Kappa,
WestRock or, following Completion, Smurfit Westrock; the amount and
timing of Smurfit Kappa's, WestRock's and, following Completion,
Smurfit Westrock's capital expenditures; evolving legal, regulatory
and tax regimes; changes in economic, financial, political and
regulatory conditions in Ireland, the United Kingdom, the United
States and elsewhere, and other factors that contribute to
uncertainty and volatility, natural and man-made disasters, civil
unrest, pandemics (such as the COVID-19 pandemic), geopolitical
uncertainty, and conditions that may result from legislative,
regulatory, trade and policy changes associated with the current or
subsequent Irish, US or UK administrations; the ability of Smurfit
Kappa, WestRock or, following Completion, Smurfit Westrock, to
successfully recover from a disaster or other business continuity
problem due to a hurricane, flood, earthquake, terrorist attack,
war, pandemic, security breach, cyber-attack, power loss,
telecommunications failure or other natural or man-made event,
including the ability to function remotely during long-term
disruptions such as the COVID-19 pandemic; the impact of public
health crises, such as pandemics (including the COVID-19 pandemic)
and epidemics and any related company or governmental policies and
actions to protect the health and safety of individuals or
governmental policies or actions to maintain the functioning of
national or global economies and markets; the potential impairment
of assets and goodwill; the scope, costs, timing and impact of any
restructuring of operations and corporate and tax structure;
actions by third parties, including government agencies; Smurfit
Westrock may be unable to achieve the synergies and value creation
contemplated by the Combination; Smurfit Westrock's availability of
sufficient cash to distribute to Smurfit Westrock shareholders in
line with current expectations; Smurfit Westrock may be unable to
promptly and effectively integrate Smurfit Kappa's and WestRock's
businesses; failure to successfully implement strategic
transformation initiatives; each of Smurfit Kappa's, WestRock's
and, following Completion, Smurfit Westrock's management's time and
attention is diverted on issues related to the Combination;
disruption from the Combination makes it more difficult to maintain
business, contractual and operational relationships; significant
levels of indebtedness; credit ratings may decline following the
Combination; legal proceedings may be instituted against Smurfit
Westrock, Smurfit Kappa or WestRock; Smurfit Kappa, WestRock and,
following Completion, Smurfit Westrock, may be unable to retain or
hire key personnel; the consummation of the Combination may have a
negative effect on Smurfit Kappa's or WestRock's share prices, or
on their operating results; the risk that disruptions from the
Combination will harm Smurfit Kappa's or WestRock's business,
including current plans and operations; certain restrictions during
the pendency of the Combination that may impact Smurfit Kappa's or
WestRock's ability to pursue certain business opportunities or
strategic transactions; Smurfit Westrock's ability to meet
expectations regarding the accounting and tax treatments of the
Combination, including the risk that the Internal Revenue Service
may assert that Smurfit Westrock should be treated as a US
corporation or be subject to certain unfavourable US federal income
tax rules under Section 7874 of the Internal Revenue Code of 1986,
as amended, as a result of the Combination; and other factors such
as future market conditions, currency fluctuations, the behaviour
of other market participants, the actions of regulators and other
factors such as changes in the political, social and regulatory
framework in which the Combined Group will operate or in economic
or technological trends or conditions.
None of Smurfit Westrock, Smurfit Kappa,
WestRock or any of their respective associates or directors,
officers or advisers provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any such forward-looking statements will actually occur. You are
cautioned not to place undue reliance on these forward-looking
statements. Other than in accordance with its legal or regulatory
obligations (including under the UK Prospectus Regulation, the UK
Listing Rules, the Disclosure Guidance and Transparency Rules, the
Prospectus Regulation Rules, the UK Market Abuse Regulation and
other applicable regulations), Smurfit Westrock is under no
obligation, and Smurfit Westrock expressly disclaims any intention
or obligation, to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
No Offer of
Securities
This announcement does not constitute or form
part of any offer or invitation to purchase, acquire, subscribe
for, sell, dispose of or issue, or any solicitation of any offer to
sell, dispose of, purchase, acquire or subscribe for, any security,
including any Smurfit Westrock Shares issued to Smurfit Kappa
Shareholders and WestRock Shareholders in connection with the
Combination. In particular, the issuance of the Smurfit Westrock
Shares in connection with the Combination to Smurfit Kappa
Shareholders has not been, and is not expected to be, registered
under the US Securities Act of 1933, as amended (the "US Securities Act") or the securities
laws of any other jurisdiction. The Smurfit Westrock Shares issued
in connection with the Combination to Smurfit Kappa Shareholders
have been issued pursuant to an exemption from the registration
requirements provided by Section 3(a)(10) of the US Securities Act
based on the approval of the Scheme to effect the Smurfit Kappa
Share Exchange under the terms of the Transaction Agreement by the
Irish High Court. Section 3(a)(10) of the US Securities Act exempts
securities issued in exchange for one or more bona fide outstanding
securities from the general requirement of registration where the
fairness of the terms and conditions of the issuance and exchange
of the securities have been approved by any court or authorised
governmental entity, after a hearing upon the fairness of the terms
and conditions of the exchange at which all persons to whom
securities will be issued have the right to appear and to whom
adequate notice of the hearing has been given. In determining
whether it was appropriate to authorise the Scheme, the Irish High
Court considered at the hearing of the motion to sanction the
Scheme under Section 453 of the Irish Companies Act whether the
terms and conditions of the Scheme were fair to Scheme
shareholders. As the Irish High Court approved the Scheme on 2 July
2024, its approval constituted the basis for the Smurfit Westrock
Shares being issued without registration under the US Securities
Act in reliance on the exemption from the registration requirements
of the US Securities Act provided by Section 3(a)(10) of the US
Securities Act.