Smurfit Kappa plc Exercise of over-Allotment Arrangements

    


Smurfit Kappa plc



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA

This announcement is an advertisement and not a prospectus and has been prepared
in connection with the offer of ordinary shares (the "Shares") of Smurfit Kappa
plc ("Smurfit Kappa" or the "Company") and the admission of the Shares to the
Official List of the Irish Stock Exchange and to trading on its regulated market
and admission to the Official List, as a secondary listing, of the UK Financial
Services Authority (the "FSA") and to trading on the London Stock Exchange's
main market for listed securities ("Admission"). Investors should not subscribe
for or purchase any Shares referred to in this announcement except on the basis
of information in the prospectus dated 14 March 2007 and issued by Smurfit Kappa
in connection with Admission (the "Prospectus"). Copies of the Prospectus are
available in Ireland from the Company's registered office, Davy at Davy House,
49 Dawson Street, Dublin 2, and Capita Corporate Registrars PLC, Unit 5 Manor
Street Business Park, Manor Street, Dublin 7, and in the United Kingdom from
Deutsche Bank AG, London Branch at Winchester House, 1 Great Winchester Street,
London EC2N 2DB, Citigroup at Citigroup Centre, 33 Canada Square, Canary Wharf,
London E14 5LB and Goldman Sachs International at Peterborough Court, 133 Fleet
Street, London EC4A 2BB. The Prospectus is also being made available to persons
in Ireland and the United Kingdom at www.smurfitkappa.com.

Smurfit Kappa plc ("Smurfit Kappa" or together with its subsidiaries the
"Group"), one of the world's largest integrated manufacturers of paper-based
packaging products with operations in Europe and Latin America, today announces
that in connection with its placing of ordinary shares to institutional
investors (the "Global Offer"), Deutsche Bank, acting as stabilisation manager,
has given notice of exercise in full of the over-allotment arrangements in
respect of 11,818,181 additional new ordinary shares in the Company.
Accordingly, the stabilisation period has now come to an end.

Including the ordinary shares issued pursuant to the over-allotment
arrangements, the Global Offer comprises a total of 90,606,060 ordinary shares
and, following Admission, Smurfit Kappa's free float is expected to be
approximately 41.7 per cent. The gross proceeds of the Global Offer will now be
EUR 1.495 billion and the total number of ordinary shares in issue at Admission
will be 217,444,348 (1).

(1) This figure may change due to share issuances up to a maximum of 616,948
shares pursuant to the exercise of warrants, further details of which are set
out in more detail in the Prospectus.

Deutsche Bank is acting as global coordinator of the Global Offer, with
Citigroup, Davy, Deutsche Bank and Goldman Sachs acting as joint bookrunners.
Davy and Deutsche Bank are acting as joint sponsors to the Company on the Irish
Stock Exchange.

The contents of this announcement, which have been prepared by and are the sole
responsibility of the Group, have been approved by Davy at Davy House, 49 Dawson
Street, Dublin 2, Citigroup at Citigroup Centre, 33 Canada Square, Canary Wharf,
London E14 5LB, Deutsche Bank AG, London Branch at Winchester House, 1 Great
Winchester Street, London EC2N 2DB and Goldman Sachs International at
Peterborough Court, 133 Fleet Street, London EC4A 2BB solely for the purposes of
section 21(2)(b) of the Financial Services and Markets Act 2000 of the United
Kingdom.

Deutsche Bank AG, London Branch is authorised under German Banking Law
(Competent authority: BaFin - Federal Financial Supervising Authority) and with
respect to UK commodity derivatives business by the Financial Services Authority
and is regulated by the Financial Services Authority for the conduct of UK
business. Deutsche Bank AG is acting for Smurfit Kappa and no one else in
connection with the Global Offer and will not be responsible to anyone other
than the Smurfit Kappa for providing the protections afforded to clients of
Deutsche Bank AG nor for providing advice in connection with the Global Offer.

Davy, which is regulated in Ireland by the Financial Regulator, and Citigroup
and Goldman Sachs, each of which are authorised and regulated in the United
Kingdom by the FSA, are acting exclusively for Smurfit Kappa, and no-one else in
connection with the Global Offer. They will not regard any other person as their
clients in relation to the Global Offer and will not be responsible to anyone
other than the Smurfit Kappa for providing the protections afforded to their
respective clients, nor for providing advice in relation to the Global Offer,
the contents of this announcement or any transaction, arrangement or other
matter referred to herein.

This announcement does not constitute an offer of, or the solicitation of an
offer to buy or subscribe for, Shares to any person in any jurisdiction to whom
or in which such offer or solicitation is unlawful and, in particular, is not
for release, publication or distribution in or into the United States, Canada,
Australia or Japan.

The offer and sale of the Shares has not been and will not be registered under
the US Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United States absent registration under the Securities
Act or an available exemption from it, or under the applicable securities laws
of Canada, Australia or Japan. Subject to certain exceptions, the Shares may not
be offered or sold in Canada, Australia, Japan or the United States or to, or
for the account or benefit of, any national, resident or citizen of Canada,
Australia, Japan or the United States.

Stabilisation / FSA

CONTACT: Deutsche Bank
         John Lydon, +44 20 7545 8000
         or
         Citigroup
         Michael Lavelle, +44 20 7986 1133
         or
         Davy
         Kyran McLaughlin, +353 1 679 7788
         or
         Goldman Sachs
         Phil Raper, +44 20 7774 1000
         or
         K Capital Source (2)
         Mark Kenny, +353 1 631 5500
         Jonathan Neilan, +353 1 631 5500
         or
         WHPR
         Brian Bell, +353 1 669 0030

         (2) Investor and media relations
Smurfit Kappa (LSE:SKG)
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