LUXEMBOURG,
April 7,
2025 /PRNewswire/ -- On March
11, 2025, Ardagh Group S.A. ("AGSA"), the controlling
shareholder of Ardagh Metal Packaging S.A. (the "Company" or "we,"
"us" and "our"), which indirectly owns approximately 76% of the
Company's outstanding ordinary shares (the "AMPSA Ordinary Shares")
and all of the Company's outstanding preferred shares (the "AMPSA
Preferred Shares" and, together with the AMPSA Ordinary Shares, the
"AMPSA Interests"), announced that it is engaging in
negotiations with certain holders of its senior secured notes (the
"SSNs," these certain holders the "SSN Holders") and certain
holders of its senior unsecured notes (the "SUNs," these certain
holders the "SUN Holders," and together with the SSN Holders, the
"Holders"). Certain of the SSN Holders hold SUNs, while certain of
the SUN Holders hold SSNs.
As an update to the March
11 announcement, on April 7,
2025, AGSA provided a further update on its discussions with
the Holders (the "Update"), which, summarized the SSN Holders'
latest proposal to AGSA (the "SSN proposal") and AGSA's
counterproposal. The Update indicates that while no transaction has
been agreed at this stage, the SSN proposal includes a potential
divestment by AGSA of its AMPSA Ordinary Shares, subject to the
AGSA board's approval, to a new special purpose vehicle holding
structure ("New BidCo") to be owned 80% by existing indirect
shareholders of AGSA and 20% by participating holders of the SUNs
with a potential allocation of New BidCo equity to participating
holders of the senior secured toggle notes due 2027 issued by ARD
Finance S.A. (the "PIK Notes" ). The Update further indicates that
the AGSA proposal includes, unlike the SSN proposal, a potential
divestment by AGSA of all its AMPSA Interests, subject to the AGSA
board's approval, to New BidCo, which would be owned in the same
80/20 proportions by the existing indirect AGSA shareholders and
participating SUN Holders, with consideration to holders of the PIK
Notes to be agreed out of the overall transaction consideration
allocated to the SUNs.
The Update indicates that AGSA continues to
engage in constructive discussions with the SUN Holders and the SSN
Holders regarding the terms of a potential restructuring
transaction, and that AGSA will provide further updates in due
course. The full text of the Update is available on AGSA's investor
relations website at ir.ardaghgroup.com.
Disclaimer
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be
any sale of securities referred to in this press release, in any
jurisdiction, including the United
States, in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such jurisdiction. Securities may not be offered
or sold in the United States
absent registration under the U.S. Securities Act of 1933, as
amended, or an exemption from registration.
Forward Looking Statement
This press release contains "forward-looking
statements" within the meaning of Section 27A of the U.S.
Securities Act of 1933, as amended, and Section 21E of the U.S.
Securities Exchange Act of 1934, as amended. Any statements that
express or involve discussions with respect to proposals,
predictions, expectations, beliefs, plans, projections, objectives,
goals, assumptions or future events or performance are not
statements of historical facts and may be "forward looking
statements." Forward looking statements are based on expectations,
estimates and projections at the time the statements are made that
involve a number of risks and uncertainties that could cause actual
results or events to differ materially from those presently
anticipated, many of which may be beyond our control. Forward
looking statements may be identified through the use of words such
as "expects," "will," "anticipates," "estimates," "believes," or by
statements indicating certain actions "may," "could," "should" or
"might" occur. 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. Certain factors that could cause actual
events to differ materially from those discussed in any
forward-looking statements include the risk factors described in
the Company's Annual Report on Form 20-F for the year ended
December 31, 2024 filed with the U.S.
Securities and Exchange Commission (the "SEC") and any other public
filings made by the Company with the SEC. In addition, new risk
factors and uncertainties emerge from time to time, and it is not
possible for us to predict all risk factors and uncertainties, nor
can we assess the impact of all factors on our business or the
extent to which any factor, or combination of factors, may cause
actual events to differ materially from those contained in any
forward-looking statements. Under no circumstances should the
inclusion of such forward-looking statements in this press release
be regarded as a representation or warranty by us or any other
person with respect to the achievement of results set out in such
statements or that the underlying assumptions used will in fact be
the case. Therefore, you are cautioned not to place undue reliance
on these forward-looking statements. 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.
Contacts: Investor Relations Contact:
Stephen Lyons,
stephen.lyons@ardaghgroup.com; Media Contact: Pat Walsh, Murray Consultants, Tel.: +353 1 498
0300 / +353 87 2269345, Email: pwalsh@murraygroup.ie
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SOURCE Ardagh Metal Packaging S.A.