Statement re Pricing of a Senior Notes Offering
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
Smurfit Kappa Group plc (“Smurfit Kappa” or the “Group”) today announces that it has successfully priced an upsized offering by one of its wholly-owned subsidiaries, Smurfit Kappa Treasury Unlimited Company, of €750 million of euro-denominated senior notes due 2027 (the “New Notes”) (the “Offering”).
The New Notes priced at par and have a coupon of 1.50%. The closing of the sale of the New Notes is scheduled to be completed on 16 September 2019, and is subject to customary conditions.
Following the Group’s earlier announcement on 2 September 2019, that it intended to issue a notice for the conditional redemption of the Senior Floating Rate Notes due 2020 (the “2020 Floating Rate Notes”) in full and a notice for the conditional redemption of €250 million in aggregate principal amount of the 3.25% Senior Notes due 2021 (the “2021 Notes”, and together with the 2020 Floating Rates Notes, the “Redeemed Notes”), the Group intends to issue a supplemental notice for the conditional redemption of an additional €250 million in aggregate principal amount of the 2021 Notes, which redemption is currently anticipated to take place on 3 October 2019. The redemption of each series of Redeemed Notes is conditional upon the completion of the Offering and the receipt by the Group of net proceeds in a sufficient quantity, together with cash on hand, to pay the redemption price of the applicable series of Redeemed Notes, accrued but unpaid interest thereon and all expenses related to the Offering and the redemption of the Redeemed Notes on or before the redemption date. There can be no assurance that the Offering or the redemption of the Redeemed Notes will be completed.
The New Notes are being offered in a private placement and there will be no public offering of the New Notes. The New Notes will be offered and sold only to non-U.S. persons outside the United States in accordance with Regulation S under the U.S. Securities Act of 1933, as amended.
Some statements in this announcement are forward-looking. They represent expectations for the Group’s business and involve risks and uncertainties. These forward-looking statements are based on current expectations and projections about future events. The Group believes that current expectations and assumptions with respect to these forward-looking statements are reasonable. However, because they involve known and unknown risks, uncertainties and other factors, which are in some cases beyond the Group’s control, actual results or performance may differ materially from those expressed or implied by such forward-looking statements.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF SMURFIT KAPPA TREASURY UNLIMITED COMPANY IN THE UNITED STATES OR ANY OTHER JURISDICTION; SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION. NOT FOR DISTRIBUTION OR RELEASE IN OR INTO ANY JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
This announcement is directed only at persons who are: located outside the United States and are (a) persons in member states of the European Economic Area (the “EEA”), other than the United Kingdom, who are qualified investors (within the meaning of Article 2(1)(e) of the Prospectus Regulation (Regulation (EU) 2017/1129 (as may be amended or superseded)) and any relevant implementing measure in each member state of the EEA); (b) persons in the United Kingdom who are qualified investors and who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) persons falling within Article 49(2) (a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order; or (c) persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as “relevant persons”). This announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
MiFID II professionals/ECPs-only/No PRIIPs KID. Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.