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

Smurfit KappaAnnouncement

23/02/2018 08:00

      Statement re Result of Consent Solicitation    
    
      Smurfit Kappa Announces Results of 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 23, 2018  Smurfit Kappa Group plc       (Smurfit Kappa) announced today the results of the previously       announced consent solicitation through which its wholly-owned       subsidiary, Smurfit Kappa Acquisitions (the Issuer), solicited       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). Adoption of the amendment with respect to each Indenture       required the consent of holders of a majority in principal amount of the       Notes outstanding subject to the Indentures (the Requisite Consents).    
      The Consent Solicitation expired at 4:00 P.M., London time, 11:00 A.M.,       New York City time, on February 22, 2018 (the Expiration Date). As of       the Expiration Date, the Issuer had received Consents from over 85% in       aggregate principal amount of the outstanding Notes, including Consents       from a majority in principal amount of each series of the Notes       outstanding subject to the Indentures.    
      Having obtained the Requisite Consents, the amendment to the Indentures       was effected by way of supplemental indentures to the relevant       Indentures. As a result, revocation rights with respect to each series       of Notes have been terminated. A Holder of Notes who delivered a valid,       unrevoked Consent on or prior to the Expiration Date is entitled to a       one-time cash payment (each a Consent Fee, and together the Consent       Fees). 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.    
      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 +442079868969 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.    
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      Smurfit Kappa Group PLC