REG-Smurfit Kappa Group PLC Statement re Launch of Consent Solicitation <Origin Href="QuoteRef">SKG.I</Origin>

Smurfit KappaAnnouncement

13/02/2018 08:00

      Statement re Launch of Consent Solicitation    
    
      Smurfit Kappa Announces Consent Solicitation Relating to the    
      4.875% Senior Notes due 2018 
5.125% Senior Notes due       2018 
Floating Rate Senior Notes due 2020 
4.125%       Senior Notes due 2020 
and the 
3.25% Senior       Notes due 2021 
(together, the Notes)    
      DUBLIN, Ireland  February 13, 2018  Smurfit Kappa Group plc       (Smurfit Kappa), announced today that its wholly owned subsidiary,       Smurfit Kappa Acquisitions (the Issuer), commenced a consent       solicitation through which the Issuer is soliciting consents       (Consents) from registered holders (Holders) of the Notes (the       Consent Solicitation) to amend certain terms of the indentures       governing the Notes (each, an Indenture and, together, the       Indentures). The terms and conditions of the Consent Solicitation are       set forth in a consent solicitation statement (as it may be amended and       supplemented from time to time, the Consent Solicitation Statement).       Adoption of the proposed amendment with respect to each Indenture       requires the consent of holders of a majority in principal amount of the       Notes outstanding subject to the Indentures.    
      The purpose of the Consent Solicitation is to amend the Indentures so       that the Issuer can satisfy all of its reporting obligations under the       Indentures by making available to the trustee of the Notes such annual       reports, information, documents and other reports that Smurfit Kappa is       required to file or publish in accordance with the requirements       applicable to companies listed on the Irish Stock Exchange or the London       Stock Exchange. If successful, the proposed amendment would align the       reporting requirements under the Notes with the reporting requirements       under the Issuers 2.375% Senior Notes due 2024, issued on January 24,       2017, and 2.75% Senior Notes due 2025, issued on February 16, 2015. If       the requisite consents are obtained and each respective Indenture is       amended accordingly, the Issuer intends to provide to the trustee and       the holders of the Notes an annual report within 120 days after the end       of the Issuers fiscal year, a semi-annual report within 60 days of each       half-year-end, and a trading update twice a year following the end of       each of the first and third quarter, each in respect of Smurfit Kappa as       currently provided for in the Indentures.    
      The Consent Solicitation will expire at 4:00 p.m., London time, 11:00       a.m., New York City time, on February 22, 2018, unless the Consent       Solicitation is extended or terminated by the Issuer (the Expiration       Date). The proposed amendment will be effected by way of supplemental       indentures to the relevant Indentures. A Holder may revoke its Consent       with respect to the Notes until the relevant supplemental indenture       becomes effective. If the proposed amendment becomes effective, it will       be binding on all Holders and their transferees whether or not such       Holders have consented to the proposed amendment.    
      A Holder of Notes who delivers a valid, unrevoked Consent on or prior to       the Expiration Date will be entitled to a one-time cash payment (each a       Consent Fee, and together the Consent Fees) if the conditions       applicable to the Consent Solicitation are satisfied or waived. The       Consent Fee will equal 2.50 for each 1,000 principal amount of       euro-denominated Notes and $2.50 for each $1,000 principal amount of       dollar-denominated Notes. The Consent Fees are expected to be paid on       February 27, 2018.    
      If the conditions applicable to the Consent Solicitation are not       satisfied or waived, the Issuer may terminate, extend or amend the       Consent Solicitation and the revocation deadlines thereunder with       respect to any or all series of Notes.    
      The Issuer has retained Citigroup to act as solicitation agent and Lucid       Issuer Services Limited to act as information agent for the Consent       Solicitation. Requests for documents may be directed to Lucid Issuer       Services Limited at +44 (0) 20 7704 0880 or by email to       smurfit@lucid-is.com. Questions regarding the Consent Solicitation may       be directed to Citigroup at +44 20 7986 8969 or by email to       liabilitymanagement.europe@citi.com.    
      This announcement is for information purposes only and does not       constitute an offer to purchase Notes, a solicitation of an offer to       sell Notes or a solicitation of Consents of Holders of the Notes and       shall not be deemed to be an offer to purchase, a solicitation of an       offer to sell or a solicitation of consents with respect to any       securities of Smurfit Kappa, the Issuer, or their respective       subsidiaries or affiliates. The Consent Solicitation is only being made       pursuant to the terms of the Consent Solicitation Statement. No       recommendation is being made as to whether Holders should consent to the       proposed amendment. The Consent Solicitation is not being made in any       jurisdiction in which, or to or from any person to or from whom, it is       unlawful to make such solicitation under applicable state or foreign       securities or blue sky laws.    
    
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      Smurfit Kappa Group PLC