REG-Smurfit Kappa Group PLC Statement re Closing of Green Bond Offering

Smurfit KappaAnnouncement

03/04/2024 15:45

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Statement re Closing of Green Bond Offering

 

3 April 2024

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
OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

Smurfit Kappa Announces the Closing of its Green Bond Offering

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, announces that it has successfully closed a
triple-tranche offering by one of its wholly-owned subsidiaries, Smurfit Kappa
Treasury Unlimited Company, comprising $750 million in aggregate principal
amount of senior notes due 2030, $1,000 million in aggregate principal amount
of senior notes due 2034 and $1,000 million in aggregate principal amount of
senior notes due 2054 (together, the “Notes”) (the “Offering”).

The 2030 Notes priced at 99.880% and have a coupon of 5.200%, the 2034 Notes
priced at 100.000% and have a coupon of 5.438% and the 2054 Notes priced at
100.000% and have a coupon of 5.777%.

The net proceeds of the Notes will be used in part to finance the previously
announced combination with WestRock Company (“WestRock”) and for general
corporate purposes including the repayment of indebtedness, and will be
subject to a special mandatory redemption in the event the combination with
WestRock is not completed.

Absent any such special mandatory redemption of the Notes, Smurfit Kappa
intends to use an amount equivalent to the proceeds of the Offering to finance
or refinance a portfolio of Eligible Green Projects in accordance with the
Group’s Green Finance Framework, which the Group may, in the future, update
in line with developments in the market.

Emer Murnane, Group Treasurer, said: "The significant level of investor
appetite for our Triple Tranche transaction, which enabled us to raise $2.75
billion very efficiently across the 3 tranches, was great to see and
demonstrates the depth of liquidity available to the Group.”

Ken Bowles, Group CFO, commented: “We are delighted with the level of
interest in our circular economy business model and the strength of support
for our business, in what was our first issuance in the US dollar market for
some time.”

Tony Smurfit, Group CEO, added: “Today’s issuance is testament to the
skills, talent and dedication of a large group of people who have done
incredible work in shaping our industry-leading sustainability agenda. I would
like to take the opportunity to acknowledge the huge effort behind such a
transaction and thank everyone involved.”

The Notes were offered in a private placement and there was no public offering
of the Notes. The Notes were only offered and sold (i) in the United States
only to qualified institutional buyers (as defined in Rule 144A under the U.S.
Securities Act (“Rule 144A”) in reliance on Rule 144A and (ii) outside the
United States to non-U.S. persons in offshore transactions in reliance on
Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as
amended.

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 (I) IN THE UNITED STATES, ONLY
TO QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A) IN RELIANCE ON
RULE 144A AND (II) OUTSIDE THE UNITED STATES ONLY AT NON-U.S. PERSONS (WITHIN
THE MEANING OF REGULATIONS).

This announcement is directed only at persons 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.

Important Additional Information

Neither this document nor any copy of it may be taken or transmitted directly
or indirectly into or from any jurisdiction where to do so would constitute a
violation of the relevant laws or regulations of such jurisdiction. Any
failure to comply with this restriction may constitute a violation of such
laws or regulations. Persons into whose possession this document or other
information referred to herein should inform themselves about, and observe,
any restrictions in such laws or regulations.

This document has been prepared for the purpose of complying with the
applicable law and regulation of the United Kingdom, the United States and
Ireland and information disclosed may not be the same as that which would have
been disclosed if this document had been prepared in accordance with the laws
and regulations of jurisdictions outside the United Kingdom, the United States
or Ireland.

Subject to the Market Abuse Regulation and the FCA’s Disclosure Guidance and
Transparency Rules and the UK Listing Rules, the delivery of this document
shall not create any implication that there has been no change in the affairs
of Smurfit Kappa since the date of this document or that the information in
this document is correct as at any time subsequent to its date.

Additional Information about the Proposed Combination and Where to Find It

In connection with the proposed combination (the “Combination”) of Smurfit
Kappa and WestRock, the entity which will ultimately own the combined
businesses of Smurfit Kappa and WestRock following the Combination (“Smurfit
WestRock”) will file with the U.S. Securities and Exchange Commission (the
“SEC”) a registration statement, which will include a proxy statement of
WestRock that will also constitute a prospectus of Smurfit WestRock (the
“proxy statement/prospectus”). Each of Smurfit Kappa, WestRock and Smurfit
WestRock will also file other relevant documents in connection with the
Combination. The definitive proxy statement/prospectus will be sent to the
stockholders of WestRock. Smurfit Kappa will also publish a shareholder
circular approved by the UK Financial Conduct Authority (the “FCA”), which
will be sent to Smurfit Kappa’s shareholders or otherwise made available in
accordance with Smurfit Kappa’s articles of association and the UK Listing
Rules. Smurfit WestRock will publish a prospectus approved by the FCA, which
will be made available in accordance with Rule 3.2 of the UK Prospectus
Regulation Rules (the “UK listing prospectus”). This document is not a
substitute for any registration statement, proxy statement/prospectus, UK
listing prospectus or other document Smurfit Kappa, WestRock and/or Smurfit
WestRock may file with the SEC or applicable securities regulators in the
United Kingdom and Ireland 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 REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS, THE
SHAREHOLDER CIRCULAR AND THE UK LISTING PROSPECTUS, AS APPLICABLE, AND ANY
OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC OR
APPLICABLE SECURITIES REGULATORS IN THE UNITED KINGDOM AND IRELAND, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE
COMBINATION WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT SMURFIT KAPPA, WESTROCK, SMURFIT WESTROCK, THE
COMBINATION AND RELATED MATTERS. The registration statement and proxy
statement/prospectus and other documents filed by Smurfit Kappa, WestRock and
Smurfit WestRock with the SEC, when filed, will be available free of charge at
the SEC’s website at www.sec.gov
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sec.gov&esheet=53921712&newsitemid=20240403562106&lan=en-US&anchor=www.sec.gov&index=1&md5=282699f5a31603644bff096832e8fee1)
. In addition, investors and shareholders will be able to obtain free copies
of the proxy statement/prospectus and other documents filed with the SEC by
WestRock online at https://ir.westrock.com/ir-home/
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fir.westrock.com%2Fir-home%2F&esheet=53921712&newsitemid=20240403562106&lan=en-US&anchor=https%3A%2F%2Fir.westrock.com%2Fir-home%2F&index=2&md5=ce0d0155edf20c9a063a130b343c141f)
, upon written request delivered to 1000 Abernathy Road, Atlanta, Georgia or
by calling (770) 448-2193, and will be able to obtain free copies of the
registration statement, proxy statement/prospectus, shareholder circular, UK
listing prospectus and other documents which will be filed with the SEC and
applicable securities regulators in the United Kingdom and Ireland by Smurfit
WestRock or Smurfit Kappa online at www.smurfitkappa.com/investors
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.smurfitkappa.com%2Finvestors&esheet=53921712&newsitemid=20240403562106&lan=en-US&anchor=www.smurfitkappa.com%2Finvestors&index=3&md5=a20920b2ec05def8ad6a34eeef5260f4)
, 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 Kappa’s or WestRock’s website is not
incorporated by reference into this document.

This document is for informational purposes only and is not intended to, and
shall not, constitute an offer to sell or buy or the solicitation of an offer
to sell or buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to appropriate registration or qualification under the securities laws
of any such jurisdiction. No offering of securities in the United States shall
be made except by means of a prospectus meeting the requirements of Section 10
of the U.S. Securities Act of 1933, as amended.

Participants in the Solicitation of Proxies

This document is not a solicitation of proxies in connection with the
Combination. However, under SEC rules, Smurfit Kappa, WestRock, Smurfit
WestRock, 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 SEC on December 13, 2023 (and available here) 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 SEC on November
17, 2023 (and available here). Information about the compensation of
WestRock’s directors is set forth in the section entitled “Director
Compensation” starting on page 19 of WestRock’s proxy statement on
Schedule 14A filed with the SEC on December 13, 2023 (and available here) and
on WestRock’s current report on Form 8-K filed with the SEC on December 15,
2023 (and available here). Information about the compensation of WestRock’s
executive officers 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 SEC on December 13, 2023 (and available here).
Transactions with related persons (as defined in Item 404 of Regulation S-K
promulgated under the Securities Act of 1933, as amended) 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 SEC
on December 13, 2023 (and available here). Information about the beneficial
ownership of WestRock’s securities by WestRock’s directors and named
executive officers is set forth in the section entitled “Beneficial
Ownership of Common Stock” starting on page 53 of WestRock’s proxy
statement on Schedule 14A filed with the SEC on December 13, 2023 (and
available here). As of January 29, 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 common stock, par value $0.01 per share, of
WestRock.

Information about Smurfit Kappa’s directors and executive officers is set
forth in the section entitled “Board of Directors,” starting on page 100
of Smurfit Kappa’s 2022 Annual Report (the “Smurfit Kappa 2022 Annual
Report”) published on Smurfit Kappa’s website on March 28, 2023 (and
available at https://www.smurfitkappa.com/investors/reports-and-presentations
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.smurfitkappa.com%2Finvestors%2Freports-and-presentations&esheet=53921712&newsitemid=20240403562106&lan=en-US&anchor=https%3A%2F%2Fwww.smurfitkappa.com%2Finvestors%2Freports-and-presentations&index=4&md5=119e3daba3c9a8b02944dcc9637d9d8f)
) which was filed with the FCA in the United Kingdom on March 28, 2023,
Euronext Dublin in Ireland on March 28, 2023 and the Irish Companies
Registration Office in Ireland on September 30, 2023. Information about the
compensation of Smurfit Kappa executive officers and directors is set forth in
the remuneration report starting on page 120 of the Smurfit Kappa 2022 Annual
Report (and available at
https://www.smurfitkappa.com/investors/reports-and-presentations
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.smurfitkappa.com%2Finvestors%2Freports-and-presentations&esheet=53921712&newsitemid=20240403562106&lan=en-US&anchor=https%3A%2F%2Fwww.smurfitkappa.com%2Finvestors%2Freports-and-presentations&index=5&md5=ee1a92c7d7f35c55d21fa77d107857ec)
). 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 pages 219 and 220 of the Smurfit
Kappa 2022 Annual Report (and available at
https://www.smurfitkappa.com/investors/reports-and-presentations
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.smurfitkappa.com%2Finvestors%2Freports-and-presentations&esheet=53921712&newsitemid=20240403562106&lan=en-US&anchor=https%3A%2F%2Fwww.smurfitkappa.com%2Finvestors%2Freports-and-presentations&index=6&md5=16c0fbe3de33f735ae79c669ba1cf4a8)
). Information about the beneficial ownership of Smurfit Kappa’s securities
by Smurfit Kappa’s directors and executive officers is set forth in the
section entitled “Executive Directors’ Interests in Share Capital at 31
December 2022,” on page 133 of the Smurfit Kappa 2022 Annual Report (and
available at https://www.smurfitkappa.com/investors/reports-and-presentations
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.smurfitkappa.com%2Finvestors%2Freports-and-presentations&esheet=53921712&newsitemid=20240403562106&lan=en-US&anchor=https%3A%2F%2Fwww.smurfitkappa.com%2Finvestors%2Freports-and-presentations&index=7&md5=30cbe25980788757a08503952acf534a)
). Additional information regarding the interests of such potential
participants in the solicitation of proxies in connection with the Combination
will be included in the proxy statement/prospectus and other relevant
materials filed with the SEC when they become available.

This document is not a prospectus for the purposes of the UK Prospectus
Regulation Rules or the EU Prospectus Regulation.

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

Except as explicitly stated in this document, none of the contents of Smurfit
Kappa’s or WestRock’s websites, nor any website accessible by hyperlinks
on Smurfit Kappa’s or WestRock’s websites, is incorporated in or forms
part of, this document.

ENDS

Contacts
 Ciarán Potts                                                 Melanie Farrell                                                            
 Smurfit Kappa                                                FTI Consulting                                                             
 T: +353 1 202 7000                                           T: +353 86 401 5250                                                        
 E: ir@smurfitkappa.com (mailto:ir@smurfitkappa.com)          E: smurfitkappa@fticonsulting.com (mailto:smurfitkappa@fticonsulting.com)  


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 47,000
employees in over 350 production sites across 36 countries and with revenue of
approximately €11.3 billion in 2023. We are located in 22 countries in
Europe, 13 in the Americas and one in Africa. 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 of 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
have the greatest impact.

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