LUXEMBOURG, Sept. 24, 2021 /PRNewswire/ -- Ardagh Group S.A.
("AGSA") (NYSE: ARD) today announced that it has submitted written
notice to the New York Stock Exchange (the "NYSE") of its intention
to voluntarily delist its Class A common shares (the "AGSA Shares")
from the NYSE following the completion of the previously announced
exchange offer under which AGSA is offering to exchange each
outstanding AGSA Shares for 2.5 shares of Ardagh Metal Packaging
S.A. (NYSE: AMBP) ("AMPSA Shares").
As previously announced, unless earlier terminated or extended
by AGSA, the exchange offer will expire at 11:59 p.m., New York
City time, on October 5, 2021.
If the exchange offer is completed on October 5, 2021, AGSA intends to file a Form 25
with the U.S. Securities and Exchange Commission (the "SEC") on
October 6, 2021 to delist the AGSA
Shares and it is expected that the AGSA Shares will be suspended
from trading on the NYSE on October 6,
2021, with the last day of trading of the AGSA Shares on the
NYSE expected to be October 5,
2021. If the exchange offer is extended, then AGSA intends to
file for delisting following such extended expiration
date.
AGSA intends to file a Form 15 with the SEC following the
delisting of the AGSA Shares in order to terminate the registration
of AGSA Shares under Section 12(g) of the U.S. Securities Exchange
Act of 1934, as amended (the "Exchange Act"), which will result in
the automatic suspension of AGSA's reporting obligations under
Sections 13(a) and 15(d) of the Exchange Act.
AGSA is taking these steps in order to eliminate the
inefficiencies resulting from both AGSA and AMPSA being publicly
traded companies and having separate public reporting obligations.
AGSA does not intend to arrange for listing or registration of the
AGSA Shares on another national securities exchange or for
quotation on a quotation medium.
About Ardagh Group
Ardagh is a global supplier of
infinitely-recyclable metal and glass packaging for the world's
leading brands. Ardagh operates 57 metal and glass production
facilities in 12 countries, employing more than 16,000 people with
sales of approximately $7
billion.
IMPORTANT INFORMATION FOR INVESTORS
This press release
is for informational purposes only, is not a recommendation to buy
or sell any securities, and does not constitute an offer to buy or
the solicitation to sell any securities. The exchange offer
referred to above is being made only pursuant to the offer to
exchange/prospectus contained in the registration statement on Form
F-4 filed with the SEC (the "F-4") by AMPSA, the letter of
transmittal and other related materials, including AGSA's exchange
offer statement on Schedule TO that AGSA filed with the SEC upon
commencement of the exchange offer. SHAREHOLDERS ARE URGED TO
CAREFULLY READ THE F-4, INCLUDING THE OFFER TO EXCHANGE/PROSPECTUS
CONTAINED THEREIN, THE LETTER OF TRANSMITTAL AND RELATED MATERIALS,
INCLUDING AGSA'S EXCHANGE OFFER STATEMENT ON SCHEDULE TO (AND ANY
AMENDMENT OR SUPPLEMENT THERETO) BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND
CONDITIONS TO, THE EXCHANGE OFFER THAT SHAREHOLDERS SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR AGSA CLASS A
COMMON SHARES. Shareholders are able to obtain a free copy of the
exchange offer materials (including the offer to
exchange/prospectus, the letter of transmittal and other related
materials) that AGSA filed with the SEC at the SEC's website at
www.sec.gov. In addition, copies of these documents may be obtained
by contacting Georgeson, the information agent for the exchange
offer, toll-free at 866-628-6079 or +1-781-575-2137.
The F-4 relating to the shares of AMPSA offered in the exchange
offer has been filed with the SEC but has not yet become effective.
AMPSA's shares may not be sold in the exchange offer nor may offers
to buy in the exchange offer be accepted prior to the time this
registration statement becomes effective.
Forward-Looking Statements
This press release includes
"forward-looking statements," within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended. Forward-looking statements are subject to
known and unknown risks and uncertainties, many of which may be
beyond our control. We caution you that the forward-looking
information presented in this press release is not a guarantee of
future events, and that actual events may differ materially from
those made in or suggested by the forward-looking information
contained in this press release. Any forward-looking information
presented herein is made only as of the date of this press release,
and we do not undertake any obligation to update or revise any
forward-looking information to reflect changes in assumptions, the
occurrence of unanticipated events, or otherwise.
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SOURCE Ardagh Group S.A.
