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2021-09-13T00:00:00

Smurfit Kappa Announces the Launch of its Green Finance Framework and Commencement of Discussions with Potential Investors on a New Green Financing Transaction

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 (SKG:ID SKG:LN) (together with its subsidiaries, “Smurfit Kappa” or the “Group”), one of the world’s largest integrated manufacturers of paper-based packaging products, with operations in Europe and the Americas, has launched its Green Finance Framework. The Green Finance Framework will support green issuances from Smurfit Kappa that finance assets and expenditures associated with (1) circular economy adapted products, production technologies and processes and/or certified eco-efficient products and (2) environmentally sustainable management of living natural resources and land use. The Green Finance Framework is aligned with the ICMA Green Bond Principles 2021 and the LMA Green Loan Principles 2021, which have been confirmed by ISS ESG in a positive Second Party Opinion.

The Green Finance Framework is reflective of the sustainable nature of Smurfit Kappa’s business model, with eligibility criteria that span the geographic scope of the Group’s operations and take into account the Group’s efforts to produce circular products, using certified sustainable raw materials and implementing circular production processes that are subject to continuous improvement, both in terms of environmental and social metrics. As such, Smurfit Kappa’s approach to sustainable financing will also mirror what the Group is, a global business which places sustainability at the centre of its operating model.

Smurfit Kappa’s Green Finance Framework and SPO are available at: smurfitkappa.com/investors

Garrett Quinn, Chief Sustainability Officer, commented:

“Setting up this framework and issuing green finance instruments is a further significant step in our sustainability strategy, embedding sustainability into our capital structure alongside our sustainability-linked revolving credit facility, and complementing the dedication of everyone in Smurfit Kappa, where we make a sustainable product in an increasingly sustainable way.”

Smurfit Kappa has mandated ING and Rabobank as Joint Green Structuring Advisors, and BNP Paribas, Citigroup, ING and Rabobank to arrange on its behalf a series of virtual fixed income investor meetings commencing today, Monday, 13 September 2021. An inaugural, green, EUR 1 billion, Regulation S, senior, unsecured, dual-tranche offering with 8-year and 12-year maturities is expected to follow, subject to market conditions. Smurfit Kappa intends to use an amount equivalent to the net proceeds from the offering to finance eligible green projects under its Green Finance Framework. The Group intends to issue a notice to redeem its senior notes due 2024 from existing cash on hand and/or existing available facilities, should a transaction follow. BNP Paribas will be coordinating logistics and an electronic deal roadshow presentation will be made available.

Forward-Looking Statements

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.

Important Notice

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, AND AS SUCH, THIS ANNOUNCEMENT IS DIRECTED ONLY AT NON-U.S. PERSONS (WITHIN THE MEANING OF REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) LOCATED OUTSIDE THE UNITED STATES.

This announcement is directed only at persons who are located outside the United States and who (i) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”)), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be 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.

This announcement is not directed at any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”), (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (iii) not a “qualified investor” as defined in Article 2 of Regulation (EU) 2017/1129 (as amended). 

This announcement is not directed at any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. 

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.

UK MiFIR professionals/ECPs-only/No UK PRIIPs KID. Manufacturer target market (MiFIR 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 the United Kingdom.

See Green Finance Framework and SPO