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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, today announces a dual-tranche offering by one of its wholly-owned subsidiaries, Smurfit Kappa Treasury Unlimited Company, comprising €500 million in aggregate principal amount of senior notes due 2029 and €500 million in aggregate principal amount of senior notes due 2033 (together, the 'New Notes') (the 'Offering').
The Group intends to use an amount equivalent to the net proceeds of the Offering to finance or refinance a portfolio of eligible assets and expenditures ('Eligible Green Projects') in accordance with its previously announced green finance framework (the 'Green Finance Framework'), which the Group may, in the future, update in line with developments in the market. The Green Finance Framework and the ISS ESG Second Party Opinion thereon are available at smurfitkappa.com/investors.
Under the Green Finance Framework, Eligible Green Projects include circular economy adapted products, production technologies and processes and/or certified eco-efficient products, such as: (i) reclamation of used fibres; (ii) recycling of used fibres; (iii) paper milling; and (iv) packaging conversion. In addition, Eligible Green Projects include the environmentally sustainable management of living natural resources and land use, such as the procurement of responsibly-sourced raw materials (like wood, pulp, paper and recovered paper) and the utilisation of forests and raw materials certified in accordance with (i) Forest Stewardship Council (FSC) standards; (ii) Sustainable Forestry Initiative (SFI); and (iii) Programme for the Endorsement of Forest Certification (PEFC).
The Group intends to issue a notice today for the conditional redemption of €500 million in aggregate principal amount of the 2.375% Senior Notes due 2024 (the '2024 Notes'), issued by Smurfit Kappa Acquisitions Unlimited Company pursuant to an indenture dated 24 January 2017. The Group intends to use cash on hand and/or existing available facilities to fund the redemption of the 2024 Notes and pay accrued but unpaid interest thereon. The redemption is currently anticipated to take place on 25 September 2021 and is conditional upon the completion of the Offering and the receipt by the Group of the net proceeds from the sale of the New Notes on or before the redemption date. There can be no assurance that the Offering or the redemption of the 2024 Notes will be completed.
The New Notes are being offered in a private placement and there will be no public offering of the New Notes. The New Notes will be offered and sold only to non-U.S. persons outside the United States in accordance with Regulation S under the U.S. Securities Act of 1933, as amended.
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.
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 ONLY AT NON-U.S. PERSONS (WITHIN THE MEANING OF REGULATION S ('REGULATION S') UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) LOCATED OUTSIDE THE UNITED STATES. THE OFFERING WILL ONLY BE MADE PURSUANT TO THE OFFERING MEMORANDUM DISTRIBUTED TO QUALIFIED PERSONS.
This announcement is directed only at persons who are located outside the United States and 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.
Smurfit Kappa Group plc published this content on 15 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 September 2021 07:51:02 UTC.