TIDMSKG
RNS Number : 9583F
Smurfit Kappa Group PLC
20 November 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE
OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE SECTION OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.
This announcement contains inside information.
20 November 2020
Smurfit Kappa Group plc
("Smurfit Kappa" or the "Company" or the "Group")
Result of Placing
Smurfit Kappa, one of the leading providers of paper-based
packaging solutions in the world, today announces the successful
pricing of the non-pre-emptive placing of new ordinary shares of
EUR0.001 each in the capital of the Company (the "Ordinary Shares")
(the "Placing") following yesterday's announcement.
A total of 19,411,765 new Ordinary Shares in the Company (the
"Placing Shares") have been placed by Credit Suisse Securities
(Europe) Limited ("Credit Suisse"), J&E Davy ("Davy"), and BNP
Paribas ("BNP Paribas") at a price of EUR34.00 per Placing Share
(the "Placing Price"), raising gross proceeds of approximately
EUR660 million. The Sterling Placing Price, for those participants
in the Placing who have elected to settle in Sterling, is GBP30.46.
Credit Suisse, Davy and BNP Paribas are acting as joint global
co-ordinators and joint bookrunners (together, the "Bookrunners")
in respect of the Placing.
The Placing Shares represent approximately 8.1% of the Company's
issued share capital immediately prior to the Placing. The Placing
Price represents a discount of approximately 5.8% to the Euronext
Dublin closing price on 19 November 2020.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with each other and with the
existing Ordinary Shares, including, without limitation, the right
to receive all dividends and other distributions declared, made or
paid in respect of Ordinary Shares after the date of issue. The
Placing Shares will not be eligible for the recently declared
interim dividend of 27.9 cent per share payable on 11 December
2020.
Smurfit Kappa consulted with a number of its major shareholders
prior to the Placing and has endeavoured to respect the principles
of pre-emption through the allocation process insofar as possible.
The Company is pleased by the strong support it has received from
existing and new shareholders.
Applications have been made for the admission of the Placing
Shares to (a) the premium listing segment of the Official List of
the Financial Conduct Authority of the United Kingdom (the "FCA")
and to trading on the London Stock Exchange plc's (the "London
Stock Exchange") main market for listed securities (together, the
"UK Admission") and (b) to a secondary listing on the Official List
of The Irish Stock Exchange plc, trading as Euronext Dublin
("Euronext Dublin") and to trading on the Euronext Dublin Market
operated by Euronext Dublin (together, the "Irish Admission" and,
together with the UK Admission, "Admission").
It is expected that settlement of the Placing Shares will occur,
Admission will become effective and that dealings will commence in
the Placing Shares at 8.00 a.m. on 24 November 2020. The Placing is
conditional upon, amongst other things, Admission becoming
effective and the Placing Agreement not being terminated in
accordance with its terms.
Following Admission, the total number of shares in issue in the
Company will be 257,979,697 ("Enlarged Issued Share Capital"). The
Company does not hold any Ordinary Shares as treasury shares.
Therefore, following Admission, the total number of voting shares
in Smurfit Kappa in issue will be 257,979,697. This figure may be
used by shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change to their interest in the Company under the
Transparency (Directive 2004/109/EC) Regulations 2007 of Ireland
and the Central Bank (Investment Market Conduct) Rules 2019 of
Ireland.
Director and Senior Management participation
Certain Directors and members of the senior management team have
participated in the Placing in respect of an aggregate of 38,294
new Ordinary Shares at the Placing Price.
This announcement contains inside information for the purposes
of EU Market Abuse Regulation 596/2014. The person responsible for
arranging for the release of this announcement on behalf of Smurfit
Kappa Group plc is Gillian Carson-Callan, Company Secretary. The
date and time of this announcement is the same as the date and time
that it has been communicated to the media, at 7.00 am on 20
November 2020.
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this announcement.
For further information on the announcement, please contact:
Smurfit Kappa Group plc
Garrett Quinn
Tel: +353 1 202 71 80
Email: ir@smurfitkappa.com
Credit Suisse (Joint Global Co-ordinator and Joint
Bookrunner)
Antonia Rowan
Cathal Deasy
Karl Montfort
David Watkins
Tel: +44 (0) 20 7888 8888
Davy (Joint Global Co-ordinator and Joint Bookrunner)
John Lydon
Ronan Veale
Daragh O'Reilly
Barry Murphy
Tel: +353 (0)1 679 6363
BNP Paribas (Joint Global Co-ordinator and Joint Bookrunner)
Lewis Burnett
Paul Frankfurt
Chris Byrne
Sara McGrath
Tel: +44 (0) 20 7595 2000
FTI Consulting (Media Enquiries)
Jonathan Neilan
Melanie Farrell
Tel: +353 86 231 4135 / +353 86 401 5250
Email: 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 46,000 employees in over 350 production sites across
35 countries and with revenue of EUR9.0 billion in 2019. We are
located in 23 countries in Europe, and 12 in the Americas. We are
the only large-scale pan--regional player in Latin America.
With our pro-active 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-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.
Our products, which are 100% renewable and produced sustainably,
improve the environmental footprint of our customers.
Follow us on LinkedIn Twitter Facebook YouTube
smurfitkappa.com
Important Notices
This announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Credit
Suisse, Davy or BNP Paribas or by any of their respective
affiliates or agents as to, or in relation to, the accuracy or
completeness of this announcement or any other written or oral
information made available to or publicly available to any
interested party or their advisers in connection with the Placing
and Admission, and any liability therefor is expressly
disclaimed.
Credit Suisse, which is regulated in the United Kingdom by the
Financial Conduct Authority ("FCA"), is acting exclusively as joint
global co-ordinator and joint bookrunner for the Company and for
no-one else in connection with the Placing and is not, and will not
be, responsible to anyone other than the Company for providing the
protections afforded to its clients nor for providing advice in
relation to the Placing and/or any other matter referred to in this
announcement .
Davy, which is regulated in Ireland by the Central Bank of
Ireland, is acting exclusively as joint global co-ordinator and
joint bookrunner for the Company and for no-one else in connection
with the Placing and is not, and will not be, responsible to anyone
other than the Company for providing the protections afforded to
its clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this announcement.
BNP Paribas, which is lead supervised by the European Central
Bank ("ECB") and the Autorité de Contrôle Prudentiel et de
Résolution ("ACPR") (and its London Branch is authorised by the
ECB, the ACPR and the Prudential Regulation Authority and subject
to limited regulation by the Financial Conduct Authority and the
Prudential Regulation Authority) is acting exclusively as joint
global co-ordinator and joint bookrunner for the Company and for
no-one else in connection with the Placing and is not, and will not
be, responsible to anyone other than the Company for providing the
protections afforded to its clients nor for providing advice in
relation to the Placing and/or any other matter referred to in this
announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on the Bookrunners by the Financial Services and
Markets Act 2000 of the United Kingdom or by the regulatory regime
established under it, neither the Bookrunners nor any of their
respective affiliates owes or accepts any duty, liability or
responsibility whatsoever to any person who is not a client for the
contents of the information contained in this announcement or for
any other statement made or purported to be made by or on behalf of
the Bookrunners or their respective affiliates in connection with
the Company, the Placing Shares or the Placing. The Bookrunners and
each of their respective affiliates accordingly disclaim all and
any liability, whether arising in tort, contract or otherwise (save
as referred to above) in respect of any statements or other
information contained in this announcement and no representation or
warranty, express or implied, is made by the Bookrunners or any of
their respective affiliates as to the accuracy, completeness or
sufficiency of the information contained in this announcement.
Neither Credit Suisse, Davy, BNP Paribas nor any of their
respective affiliates, directors, officers, employees, agents or
advisors have authorised the contents of, or any part of, this
announcement.
Members of the public are not eligible to take part in the
Placing. All offers of the Placing Shares will be made pursuant to
an exemption under Regulation (EU) 2017/1129 (the "Prospectus
Regulation") from the requirement to produce a prospectus for
offers of the Placing Shares. This announcement is directed only at
and may only be communicated to: (A) persons in a Member State of
the European Economic Area who are qualified investors ("Qualified
Investors") within the meaning of Article 2(e) of the Prospectus
Regulation; or (B) in the United Kingdom, Qualified Investors who
are also (I) persons having professional experience in matters
relating to investments who fall within the definition of
"investment professional" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 of
the United Kingdom, as amended (the "Order"), (B) persons who fall
within Article 49(2)(a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order, or (III) persons
to whom it may otherwise be lawfully communicated including the
Company Placing Participants; or (C) persons to whom it may
otherwise be lawfully communicated (all such persons referred to in
(A), (B) and (C) above together being referred to as "Relevant
Persons").
This announcement must not be acted on or relied on by persons
who are not Relevant Persons. Persons distributing this
announcement must satisfy themselves that it is lawful to do so.
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 for information
purposes only and shall not constitute an offer to sell or issue or
the solicitation of an offer to buy, subscribe for or otherwise
acquire securities in any jurisdiction in which any such offer or
solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of
such jurisdictions. Persons needing advice should consult an
independent financial adviser.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The offer and sale of the securities referred to
herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and such securities may not be
offered or sold in the United States, except pursuant to an
applicable exemption from registration. No public offering of
securities is being made in the United States.
This announcement and the information contained herein is
restricted and is not for release, publication or distribution,
directly or indirectly, in whole or in part, in, into or from the
United States (including its territories and possessions, any state
of the United States and the District of Columbia, collectively the
"United States"), Australia, Canada, Japan, New Zealand, the
Republic of South Africa or any other state or jurisdiction in
which the same would be restricted, unlawful or unauthorised (each
a "Restricted Territory"). In addition, the offering of the Placing
Shares in certain jurisdictions may be restricted by law. This
announcement is for information purposes only and does not
constitute an offer to buy, sell, issue, acquire or subscribe for,
or the solicitation of an offer to buy, sell, issue, acquire or
subscribe for shares in the capital of the Company in any
Restricted Territory or to any person to whom it is unlawful to
make such offer or solicitation. No action has been taken by the
Company or the Bookrunners that would permit an offering of such
shares or possession or distribution of this announcement or any
other offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company and the Bookrunners to inform themselves about, and to
observe, such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions.
The information in this announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Bookrunners
will only procure investors who meet the criteria of professional
clients and eligible counterparties or who are Company Placing
Participants. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase or take any other action whatsoever with respect to the
Placing Shares. Each distributor is responsible for undertaking its
own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
This announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events and the
Company's future financial condition and performance. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect" (or the negative thereof) and words of similar
meaning, reflect the directors' current beliefs and expectations
and involve known and unknown risks, uncertainties and assumptions,
many of which are outside the Company's control and difficult to
predict, that could cause actual results and performance to differ
materially from any expected future results or performance
expressed or implied by the forward-looking statement. Statements
contained in this announcement regarding past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. Many factors could cause
actual results, performance or achievements to differ materially
from those projected or implied in any forward-looking statements.
The important factors that could cause the Company's actual
results, performance or achievements to differ materially from
those in the forward-looking statements include, among others, the
macroeconomic environment (including the impact of COVID-19),
economic and business cycles, the terms and conditions of the
Company's financing arrangements, foreign currency rate
fluctuations, competition in the Company's principal markets,
acquisitions or disposals of businesses or assets and trends in the
Company's principal industries. Due to such uncertainties and
risks, readers are
cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. In light of
these risks, uncertainties and assumptions, the events described in
the forward-looking statements in this announcement may not occur.
The information contained in this announcement, including the
forward-looking statements, speaks only as of the date of this
announcement and is subject to change without notice and the
Company does not assume any responsibility or obligation to, and
does not intend to, update or revise publicly or review any of the
information contained herein, whether as a result of new
information, future events or otherwise, except to the extent
required by Euronext Dublin, the Central Bank of Ireland, the FCA,
the London Stock Exchange, or by applicable law. No statement in
this announcement is or is intended to be a profit forecast or
profit estimate or to imply that the earnings of the Company for
the current or future financial years will necessarily match or
exceed the historical or published earnings of the Company.
Any indication in this announcement of the price at which
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. The price of shares
and the income from them may go down as well as up and investors
may not get back the full amount invested on disposal of shares
acquired. Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the
Euronext Dublin Market of Euronext Dublin and the Main Market of
the London Stock Exchange.
This announcement is not a prospectus, disclosure document or
offering document under the law of any jurisdiction. This
Announcement has not been approved by the Central Bank of Ireland,
Euronext Dublin, the FCA, the London Stock Exchange or any other
competent regulatory authority.
The most recent Annual Report, Interim Report and other
information relating to the Company are available on the Smurfit
Kappa website at smurfitkappa.com . Neither the content of the
Company's website nor any website accessible by hyperlinks on the
Company's website is incorporated in, or forms part of, this
announcement.
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END
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