LUXEMBOURG, Oct. 6, 2021 /PRNewswire/ -- Ardagh Group
S.A. ("AGSA" or the "Company") (NYSE: ARD) today announced the
preliminary results of its offer to exchange all outstanding Class
A Common Shares (the "AGSA Shares") for shares of Ardagh Metal
Packaging S.A. (NYSE: AMBP) ("AMPSA Shares") currently held by
AGSA, which expired at 11:59 p.m.,
New York City time, on
October 5, 2021.
Based on the preliminary count by Computershare Trust Company,
N.A., the exchange agent for the exchange offer, a total of
15,869,750 AGSA Shares were validly tendered and not validly
withdrawn.
In accordance with the terms and conditions of the exchange
offer and based on the preliminary count by Computershare Trust
Company, N.A., the Company expects to accept for exchange
approximately 15,869,750 AGSA Shares (representing approximately
85% of the total outstanding AGSA Class A Common Shares, as of
October 5, 2021) for approximately
39,674,374 AMPSA Shares. Following the expected completion of the
exchange offer, AGSA's ownership of AMPSA is expected to be
approximately 75%, with the public float increasing to
approximately 25%.
The number of AGSA Shares and AMPSA Shares to be exchanged are
preliminary and subject to change. The preliminary information
contained in this press release is subject to confirmation by the
exchange agent and is based on the assumption that all AGSA Shares
tendered through notice of guaranteed delivery will be delivered
within the two trading day settlement period. The final number of
AGSA Shares and AMPSA Shares to be exchanged will be announced
following the expiration of the guaranteed delivery period and
completion by the exchange agent of the confirmation process.
Exchange of the AGSA Shares and AMPSA Shares validly tendered and
not withdrawn will occur promptly thereafter.
As previously announced, in light of the successful completion
of the exchange offer, AGSA initiated the process for voluntary
delisting of the AGSA Shares from the New York Stock Exchange (the
"NYSE") and their deregistration under the Securities Exchange Act
of 1934, as amended. Accordingly, the last day of trading of the
AGSA Shares on the NYSE was October 5,
2021.
Persons with questions regarding receipt of AMPSA Shares
pursuant to the exchange offer should review the Registration
Statement on Form F-4 (Reg. No. 333-259225) filed by Ardagh Metal
Packaging S.A. with the Securities and Exchange Commission (as may
be amended or supplemented from time to time, the "Registration
Statement") and/or contact Georgeson, the information agent for the
exchange offer, at 866-628-6079 or +1-781-575-2137.
About Ardagh Group
Ardagh is a global supplier of
infinitely-recyclable metal and glass packaging for the world's
leading brands. Ardagh operates 57 metal and glass production
facilities in 12 countries, employing more than 16,000 people with
sales of approximately $7
billion.
About Ardagh Metal Packaging
Ardagh Metal Packaging
("AMP") is a leading global supplier of infinitely recyclable,
sustainable, metal beverage cans and ends to brand owners. A
subsidiary of Ardagh's sustainable packaging business, AMP is a
leading industry player across Europe and the Americas with innovative
production capabilities. AMP operates 23 production facilities in
nine countries, employing close to 5,000 employees and had sales of
approximately $3.5 billion in
2020.
Forward-Looking Statements
This press release includes
"forward-looking statements," within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended, including the expected size or other terms of
the exchange offer and AGSA's ability to complete the exchange
offer. Forward-looking statements are subject to known and unknown
risks and uncertainties, many of which may be beyond our control.
We caution you that the forward-looking information presented in
this press release is not a guarantee of future events, and that
actual events may differ materially from those made in or suggested
by the forward-looking information contained in this press release.
Any forward-looking information presented herein is made only as of
the date of this press release, and we do not undertake any
obligation to update or revise any forward-looking information to
reflect changes in assumptions, the occurrence of unanticipated
events, or otherwise.
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SOURCE Ardagh Group S.A.; Ardagh Metal Packaging S.A.