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REG-Smurfit Kappa Group PLC Statement re Launch of a Senior Notes Offering

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Statement re Launch 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 Announces the Launch of its Inaugural Green Bond Offering

Dublin, London: 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, today announces a dual-tranche offering
by one of its wholly-owned subsidiaries, Smurfit Kappa Treasury Unlimited
Company, comprising €500 million in aggregate principal amount of senior
notes due 2029 and €500 million in aggregate principal amount of senior
notes due 2033 (together, the “New Notes”) (the “Offering”).

The Group intends to use an amount equivalent to the net proceeds of the
Offering to finance or refinance a portfolio of eligible assets and
expenditures (“Eligible Green Projects”) in accordance with its previously
announced green finance framework (the “Green Finance Framework”), which
the Group may, in the future, update in line with developments in the market.
The Green Finance Framework and the ISS ESG Second Party Opinion thereon are
available at smurfitkappa.com/investors
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.smurfitkappa.com%2Finvestors&esheet=52492147&newsitemid=20210915005448&lan=en-US&anchor=smurfitkappa.com%2Finvestors&index=1&md5=04dfacebe1e9ed4b3a362a3118245738)
.

Under the Green Finance Framework, Eligible Green Projects include circular
economy adapted products, production technologies and processes and/or
certified eco-efficient products, such as: (i) reclamation of used fibres;
(ii) recycling of used fibres; (iii) paper milling; and (iv) packaging
conversion. In addition, Eligible Green Projects include the environmentally
sustainable management of living natural resources and land use, such as the
procurement of responsibly-sourced raw materials or ingredients (like wood,
pulp, paper and recovered paper) and the utilisation of forests and raw
materials certified in accordance with (i) Forest Stewardship Council (FSC)
standards; (ii) Sustainable Forestry Initiative (SFI); and (iii) Programme for
the Endorsement of Forest Certification (PEFC).

The Group intends to issue a notice today for the conditional redemption of
€500 million in aggregate principal amount of the 2.375% Senior Notes due
2024 (the “2024 Notes”), issued by Smurfit Kappa Acquisitions Unlimited
Company pursuant to an indenture dated 24 January 2017. The Group intends to
use cash on hand and/or existing available facilities to fund the redemption
of the 2024 Notes and pay accrued but unpaid interest thereon. The redemption
is currently anticipated to take place on 25 September 2021 and is conditional
upon the completion of the Offering and the receipt by the Group of the net
proceeds from the sale of the New Notes on or before the redemption date.
There can be no assurance that the Offering or the redemption of the 2024
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.

About Smurfit Kappa

Smurfit Kappa, a FTSE 100 company, is one of the leading providers of
paper-based packaging solutions in the world, with approximately 46,000
employees in over 350 production sites across 36 countries and with revenue of
€8.5 billion in 2020. We are located in 23 countries in Europe, and 13 in
the Americas. We are the only large-scale pan-regional player in Latin
America. Our products, which are 100% renewable and produced sustainably,
improve the environmental footprint of our customers.

With our proactive team, we relentlessly use our extensive experience and
expertise, supported by our scale, to open up opportunities for our customers.
We collaborate with forward-thinking customers by sharing superior product
knowledge, market understanding and insights in packaging trends to ensure
business success in their markets. We have an unrivalled portfolio of
paper-based packaging solutions, which is constantly updated with our
market-leading innovations. This is enhanced through the benefits of our
integration, with optimal paper design, logistics, timeliness of service, and
our packaging plants sourcing most of their raw materials from our own paper
mills.

We have a proud tradition supporting social, environmental and community
initiatives in the countries where we operate. Through these projects we
support the UN Sustainable Development Goals, focusing on where we believe we
can have the greatest impact.

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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. THE
OFFERING WILL ONLY BE MADE PURSUANT TO THE OFFERING MEMORANDUM DISTRIBUTED TO
QUALIFIED PERSONS.

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.

ENDS

Contacts:
 Ciarán Potts                                          Melanie Farrell                                                             
 
                                                     
                                                                           
 Smurfit Kappa                                         FTI Consulting                                                              
 
                                                     
                                                                           
 T: +353 1 202 71 27                                   T: +353 765 08 00                                                           
 
                                                     
                                                                           
 E: ir@smurfitkappa.com (mailto:ir@smurfitkappa.com)   E: smurfitkappa@fticonsulting.com (mailto:smurfitkappa@fticonsulting.com)   


 



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