Intention to Suspend Trading on Euronext Dublin

Smurfit Kappa

07/06/2024 16:30

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RNS Number : 6799R  Smurfit Kappa Group PLC  07 June 2024

7 June 2024

 

Smurfit Kappa Group plc

("Smurfit Kappa")

 

Intention to Suspend Trading of Ordinary Shares on Euronext Dublin

Smurfit Kappa confirms its intention to cancel its secondary listing on
Euronext Dublin with effect from 8.00 a.m. on Monday, 8 July 2024, following
the expected completion of the previously announced combination with WestRock
Company to create Smurfit WestRock, which is subject to shareholder approval
and satisfaction of other closing conditions.

Subject to the expected completion on 5 July
2024:

·    the last day of trading of Smurfit Kappa's ordinary shares on
Euronext Dublin will be Tuesday, 2 July 2024, with trading suspended from 5:00
p.m. on that day to allow for the settlement of pending trades and
repositioning instructions;

·    Smurfit Kappa will cancel its secondary listing on Euronext Dublin
with effect from 8:00 a.m. on Monday, 8 July 2024;

·    Smurfit WestRock's ordinary shares will trade on the New York Stock
Exchange with effect from 9:30 a.m. (New York City Time) on Monday, 8 July
2024; and

·    Smurfit WestRock's ordinary shares will be admitted to the standard
listing segment of the Official List of the Financial Conduct Authority and
commence trading on the main market for listed securities of the London Stock
Exchange, with effect from 8:00 a.m. on Monday, 8 July 2024.

All dates and times are based on current expectations and are subject to
change. All times shown in this Announcement are UK and Irish times unless
otherwise stated. Any changes to the above timeline will be notified by
announcement through a Regulatory Information Service.

Further announcements will be made in due course, as appropriate.

Enquiries

For further information, please contact:

 

At Smurfit Kappa:

 

 Ciarán Potts                                                             Gillian Carson-Callan

 Smurfit Kappa                                                            Smurfit Kappa

 T: +353 1 202 7000                                                       T: +353 1 202 7000

 E: ir (mailto:ir@smurfitkappa.com) @s (mailto:ir@smurfitkappa.com) mur   E: egm@smurfitkappa.com (mailto:egm@smurfitkappa.com)
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At Davy:

 

 Ronan Veale

 Brian Garrahy

 Davy

 T: +353 1 679 6363

 

 

Additional Information about the Combination and Where to Find It

In connection with the announced combination between Smurfit Kappa and
WestRock Company ("WestRock") to create the combined group of Smurfit WestRock
(the "Combined Group") (the "Combination"), Smurfit WestRock Limited (which is
to be re-registered as an Irish public limited company and renamed Smurfit
WestRock plc prior to completion of the Combination ("Completion") ("Smurfit
WestRock")) has filed with the US Securities and Exchange Commission (the "US
SEC") a registration statement on Form S-4 (Reg. No. 333-278185) (as amended
and as may be further amended or supplemented from time to time, the "US
Registration Statement"), which was declared effective by the US SEC on 26
April 2024, that includes a prospectus (the "US Prospectus") relating to the
offer and sale of the Smurfit WestRock Shares to WestRock stockholders (the
"WestRock Shareholders") in connection with the Combination. In addition, on
26 April 2024, WestRock filed a separate definitive proxy statement with the
US SEC with respect to the special meeting of WestRock Shareholders in
connection with the Combination (as it may be amended or supplemented from
time to time, the "US Proxy Statement"). WestRock commenced mailing of the US
Proxy Statement to WestRock Shareholders on or about 1 May 2024. This
announcement is not a substitute for any registration statement, prospectus,
proxy statement or other document that Smurfit Kappa, WestRock and/or Smurfit
WestRock have filed or may file with the US SEC or the FCA in connection with
the Combination.

Before making any voting or investment decisions, investors, stockholders and
shareholders of Smurfit Kappa and WestRock are urged to read carefully and in
their entirety the Circular, the prospectus published by Smurfit Kappa on 14
May 2024 relating to the Combination (the "UK Prospectus"), the US
Registration Statement, the US Prospectus and the US Proxy Statement, as
applicable, and any other relevant documents that are filed or will be filed
with the FCA or the US SEC, as well as any amendments or supplements to these
documents, in connection with the Combination when they become available,
because they contain or will contain important information about the
Combination, the parties to the Combination, the risks associated with the
Combination and related matters, including information about certain of the
parties' respective directors, executive officers and other employees who may
be deemed to be participants in the solicitation of proxies in connection with
the Combination and about their interests in the solicitation.

The US Registration Statement, the US Prospectus, the US Proxy Statement and
other documents filed by Smurfit WestRock, Smurfit Kappa and WestRock with the
US SEC are available free of charge at the US SEC's website at www.sec.gov. In
addition, investors and shareholders or stockholders are able to obtain free
copies of the US Registration Statement, the US Proxy Statement and other
documents filed with the US SEC by WestRock online at
ir.westrock.com/ir-home/, upon written request delivered to 1000 Abernathy
Road, Atlanta, Georgia 30328, United States, or by calling +1 (770) 448-2193,
and are able to obtain free copies of the US Registration Statement, the US
Prospectus, the US Proxy Statement and other documents filed with the US SEC
by Smurfit WestRock or Smurfit Kappa online at www.smurfitkappa.com/investors,
upon written request delivered to Beech Hill, Clonskeagh, Dublin 4, D04 N2R2,
Ireland or by calling +353 1 202 7000. The information included on, or
accessible through, Smurfit WestRock's, Smurfit Kappa's or WestRock's websites
is not incorporated by reference into this announcement.

 

Important Information regarding Financial Advisers

Citigroup Global Markets Limited ("Citi"), which is authorised by the
Prudential Regulation Authority (the "PRA") and regulated by the FCA and the
PRA in the United Kingdom, is acting as lead financial adviser and sponsor to
Smurfit Kappa and as listing advisor to Smurfit WestRock and no one else in
connection with the Combination. PJT Partners (UK) Limited ("PJT Partners"),
which is authorised and regulated by the FCA in the United Kingdom, is acting
as financial adviser to Smurfit Kappa and Smurfit WestRock and no one else in
connection with the contents of this announcement and the Combination. In
connection with such matters, Citi and PJT Partners, their affiliates and
their respective directors, officers, employees and agents will not regard any
other person as a client in relation to the matters set out in this
announcement, nor will they be responsible to anyone other than Smurfit Kappa
and Smurfit WestRock for providing the protections afforded to their clients
or for providing advice in relation to the Combination, the contents of this
announcement or any transaction arrangement or other matter referred to
herein.

Forward-Looking Statements

This announcement and other statements made or to be made by Smurfit WestRock,
Smurfit Kappa and WestRock relating to the Combination, include certain
"forward-looking statements" (including within the meaning of US federal
securities laws) regarding the Combination and the listing of Smurfit
WestRock, the rationale and expected benefits of the Combination (including,
but not limited to, synergies), and any other statements regarding Smurfit
WestRock's, Smurfit Kappa's and WestRock's future expectations, beliefs,
plans, objectives, results of operations, financial condition and cash flows,
or future events or performance. Statements that are not historical facts,
including statements about the beliefs and expectations of the management of
each of Smurfit WestRock, Smurfit Kappa and WestRock, are forward-looking
statements. Words such as "may", "will", "could", "should", "would",
"anticipate", "intend", "estimate", "project", "plan", "believe", "expect",
"target", "prospects", "potential", "commit", "forecasts", "aims",
"considered", "likely", "estimate" and variations of these words and similar
future or conditional expressions are intended to identify forward-looking
statements but are not the exclusive means of identifying such statements.
While Smurfit WestRock, Smurfit Kappa and WestRock believe these expectations,
assumptions, estimates and projections are reasonable, such forward-looking
statements are only predictions and involve known and unknown risks and
uncertainties, many of which are beyond the control of Smurfit WestRock,
Smurfit Kappa and WestRock. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and depend upon
future circumstances that may or may not occur. Actual results may differ
materially from the current expectations of Smurfit WestRock, Smurfit Kappa
and WestRock depending upon a number of factors affecting their businesses and
risks associated with the successful execution of the Combination and the
integration and performance of their businesses following the Combination.
Important factors that could cause actual results to differ materially from
such plans, estimates or expectations include: developments related to pricing
cycles and volumes; economic, competitive and market conditions generally,
including macroeconomic uncertainty, customer inventory rebalancing, the
impact of inflation and increases in energy, raw materials, shipping, labour
and capital equipment costs; reduced supply of raw materials, energy and
transportation, including from supply chain disruptions and labour shortages;
intense competition; risks related to international sales and operations;
failure to respond to changing customer preferences and to protect
intellectual property; results and impacts of acquisitions by Smurfit Kappa,
WestRock or, following Completion, Smurfit WestRock; the amount and timing of
Smurfit Kappa's, WestRock's and, following Completion, Smurfit WestRock's
capital expenditures; evolving legal, regulatory and tax regimes; changes in
economic, financial, political and regulatory conditions in Ireland, the
United Kingdom, the United States and elsewhere, and other factors that
contribute to uncertainty and volatility, natural and man-made disasters,
civil unrest, pandemics (such as the COVID-19 pandemic), geopolitical
uncertainty, and conditions that may result from legislative, regulatory,
trade and policy changes associated with the current or subsequent Irish, US
or UK administrations; the ability of Smurfit Kappa, WestRock or, following
Completion, Smurfit WestRock, to successfully recover from a disaster or other
business continuity problem due to a hurricane, flood, earthquake, terrorist
attack, war, pandemic, security breach, cyber-attack, power loss,
telecommunications failure or other natural or man-made event, including the
ability to function remotely during long-term disruptions such as the COVID-19
pandemic; the impact of public health crises, such as pandemics (including the
COVID-19 pandemic) and epidemics and any related company or governmental
policies and actions to protect the health and safety of individuals or
governmental policies or actions to maintain the functioning of national or
global economies and markets; the potential impairment of assets and goodwill;
the scope, costs, timing and impact of any restructuring of operations and
corporate and tax structure; actions by third parties, including government
agencies; a regulatory approval that may be required for the Combination is
delayed, is not obtained in a timely manner or at all or is obtained subject
to conditions that are not anticipated; Smurfit WestRock may be unable to
achieve the synergies and value creation contemplated by the Combination;
Smurfit WestRock's availability of sufficient cash to distribute to Smurfit
WestRock shareholders in line with current expectations; Smurfit WestRock may
be unable to promptly and effectively integrate Smurfit Kappa's and WestRock's
businesses; failure to successfully implement strategic transformation
initiatives; each of Smurfit Kappa's, WestRock's and, following Completion,
Smurfit WestRock's management's time and attention is diverted on issues
related to the Combination; disruption from the Combination makes it more
difficult to maintain business, contractual and operational relationships;
significant levels of indebtedness; credit ratings may decline following the
Combination; legal proceedings may be instituted against Smurfit WestRock,
Smurfit Kappa or WestRock; Smurfit Kappa, WestRock and, following Completion,
Smurfit WestRock, may be unable to retain or hire key personnel; the
consummation of the Combination may have a negative effect on Smurfit Kappa's
or WestRock's share prices, or on their operating results; the risk that
disruptions from the Combination will harm Smurfit Kappa's or WestRock's
business, including current plans and operations; certain restrictions during
the pendency of the Combination that may impact Smurfit Kappa's or WestRock's
ability to pursue certain business opportunities or strategic transactions;
Smurfit WestRock's ability to meet expectations regarding the accounting and
tax treatments of the Combination, including the risk that the Internal
Revenue Service may assert that Smurfit WestRock should be treated as a US
corporation or be subject to certain unfavourable US federal income tax rules
under Section 7874 of the Internal Revenue Code of 1986, as amended, as a
result of the Combination; and other factors such as future market conditions,
currency fluctuations, the behaviour of other market participants, the actions
of regulators and other factors such as changes in the political, social and
regulatory framework in which the Combined Group will operate or in economic
or technological trends or conditions.

None of Smurfit WestRock, Smurfit Kappa, WestRock or any of their respective
associates or directors, officers or advisers provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any such forward-looking statements will actually occur. You are cautioned
not to place undue reliance on these forward-looking statements. Other than in
accordance with its legal or regulatory obligations (including under the UK
Prospectus Regulation, the UK Listing Rules, the Disclosure Guidance and
Transparency Rules, the Prospectus Regulation Rules, the UK Market Abuse
Regulation and other applicable regulations), Smurfit Kappa is under no
obligation, and Smurfit Kappa expressly disclaims any intention or obligation,
to update or revise publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.

No Offer of Securities

This announcement does not constitute or form part of any offer or invitation
to purchase, acquire, subscribe for, sell, dispose of or issue, or any
solicitation of any offer to sell, dispose of, purchase, acquire or subscribe
for, any security, including any ordinary shares of Smurfit WestRock, with a
nominal value of $0.001 each ("Smurfit WestRock Shares"), expected to be
issued to shareholders of Smurfit Kappa ("Smurfit Kappa Shareholders") and
WestRock Shareholders in connection with the Combination. In particular, the
issuance of the Smurfit WestRock Shares in connection with the Combination to
Smurfit Kappa Shareholders has not been, and is not expected to be, registered
under the US Securities Act of 1933, as amended (the "US Securities Act") or
the securities laws of any other jurisdiction. The Smurfit WestRock Shares to
be issued in connection with the Combination to Smurfit Kappa Shareholders
will be issued pursuant to an exemption from the registration requirements
provided by Section 3(a)(10) of the US Securities Act based on the approval of
the proposed scheme of arrangement (the "Scheme") under Section 450 of the
Companies Act 2014 of Ireland to effect the acquisition by Smurfit WestRock of
the entire issued share capital of Smurfit Kappa (the "Smurfit Kappa Share
Exchange") under the terms of the transaction agreement by the Irish High
Court. Section 3(a)(10) of the US Securities Act exempts securities issued in
exchange for one or more bona fide outstanding securities from the general
requirement of registration where the fairness of the terms and conditions of
the issuance and exchange of the securities have been approved by any court or
authorised governmental entity, after a hearing upon the fairness of the terms
and conditions of the exchange at which all persons to whom securities will be
issued have the right to appear and to whom adequate notice of the hearing has
been given. In determining whether it is appropriate to authorise the Scheme,
the Irish High Court will consider at the hearing of the motion to sanction
the Scheme under Section 453 of the Irish Companies Act (the "Irish Court
Hearing") whether the terms and conditions of the Scheme are fair to Scheme
shareholders. The Irish High Court will fix the date and time for the Irish
Court Hearing. If the Irish High Court approves the Scheme, its approval will
constitute the basis for the Smurfit WestRock Shares to be issued without
registration under the US Securities Act in reliance on the exemption from the
registration requirements of the US Securities Act provided by Section
3(a)(10) of the US Securities Act.

Participants in the Solicitation of Proxies

This announcement is not a solicitation of proxies in connection with the
Combination. However, under US SEC rules, Smurfit WestRock, WestRock, Smurfit
Kappa, and certain of their respective directors, executive officers and other
members of the management and employees may be deemed to be participants in
the solicitation of proxies in connection with the Combination.

Information about (i) WestRock's directors is set forth in the section
entitled "Board Composition" on page 8 of WestRock's proxy statement on
Schedule 14A filed with the US SEC on 13 December 2023 and (ii) WestRock's
executive officers is set forth in the section entitled "Executive Officers"
on page 141 of WestRock's Annual Report on Form 10-K (the "WestRock 2023
Annual Report") filed with the US SEC on 17 November 2023. Information about
the compensation of WestRock's directors for the financial year ended 30
September 2023 is set forth in the section entitled "Director Compensation"
starting on page 19 of WestRock's proxy statement on Schedule 14A filed with
the US SEC on 13 December 2023. Information about the compensation of
WestRock's executive officers for the financial year ended 30 September 2023
is set forth in the section entitled "Executive Compensation Tables" starting
on page 38 of WestRock's proxy statement on Schedule 14A filed with the US SEC
on 13 December 2023. Transactions with related persons (as defined in Item 404
of Regulation S-K promulgated under the US Securities Act) are disclosed in
the section entitled "Certain Relationships and Related Person Transactions"
on page 20 of WestRock's proxy statement on Schedule 14A filed with the US SEC
on 13 December 2023. Information about the beneficial ownership of WestRock's
securities by WestRock's directors and named executive officers as of 22 April
2024 is set forth in the section entitled "Security Ownership of Certain
Beneficial Holders, Directors and Management of WestRock" starting on page 277
of each of the US Proxy Statement and the US Prospectus. As of 22 April 2024,
none of the participants (within the meaning of Rule 13d¬3 under the
Securities Exchange Act of 1934, as amended) owned more than 1% of shares of
WestRock. Other information regarding certain participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise are contained in the section entitled
"Interests of WestRock's Directors and Executive Officers in the Combination"
beginning on page 139 of each of the US Prospectus and the US Proxy Statement.

Information about Smurfit Kappa's directors and executive officers is set
forth in the section entitled "Board of Directors," starting on page 112 of
Smurfit Kappa's 2023 Annual Report (the "Smurfit Kappa 2023 Annual Report")
published on Smurfit Kappa's website on 15 March 2024, which was filed with
the FCA on 15 March 2024 and Euronext Dublin in Ireland on 15 March 2024.
Information about the compensation of Smurfit Kappa executive officers and
directors is set forth in the remuneration report starting on page 129 of the
Smurfit Kappa 2023 Annual Report. Transactions with related persons (as
defined under Paragraph 24 of the International Accounting Standards) are
disclosed in the subsection entitled "Related Party Transactions" to the
section entitled "Notes to the Consolidated Financial Statements," on page 223
of the Smurfit Kappa 2023 Annual Report. Information about the beneficial
ownership of Smurfit Kappa's securities by Smurfit Kappa's directors and
executive officers is set forth in the sections entitled "Executive Directors'
Interests in Share Capital at 31 December 2023" on page 147 and "Non-executive
Directors' Interests in Share Capital at 31 December 2023" on page 150 of the
Smurfit Kappa 2023 Annual Report.

Information about the expected beneficial ownership of Smurfit WestRock
securities by the individuals who are expected to be executive officers and
directors of Smurfit WestRock at Completion is set forth in the section
entitled "Security Ownership of Certain Beneficial Holders, Directors and
Management of Smurfit WestRock" beginning on page 279 of each of the US
Prospectus and the US Proxy Statement. Information required by Item 402 of the
SEC's Regulation S-K with respect to the executive officers of Smurfit
WestRock who served as executives of Smurfit Kappa during Smurfit Kappa's
fiscal year 2023, as well as a description of certain post-Completion
compensation arrangements that are expected to apply to the executive officers
of Smurfit WestRock, is set forth in the section entitled "Executive
Compensation" beginning on page 327 of each of the US Prospectus and the US
Proxy Statement.

Other

The contents of this announcement are not to be construed as legal, business
or tax advice. Each investor, stockholder or shareholder should consult its
own legal adviser, financial adviser or tax adviser for legal, financial or
tax advice, respectively.

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