Smurfit Kappa plc IPO Successfully Priced at EU...

Smurfit Kappa Group NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA This announcement is an advertisement and not a prospectus and has been prepared in connection with the offer of ordinary shares (the 'Shares') of Smurfit Kappa plc ('Smurfit Kappa' or the 'Company') and the admission of the Shares to the Official List of the Irish Stock Exchange and to trading on its regulated market and admission to the Official List, as a secondary listing, of the UK Financial Services Authority (the 'FSA') and to trading on the London Stock Exchange's main market for listed securities ('Admission'). Investors should not subscribe for or purchase any Shares referred to in this announcement except on the basis of information in the prospectus to be dated 14 March 2007 and issued by Smurfit Kappa in connection with Admission (the 'Prospectus'). Copies of the Prospectus will, following publication, be available in Ireland from the Company's registered office, Davy at Davy House, 49 Dawson Street, Dublin 2, and Capita Corporate Registrars PLC, Unit 5 Manor Street Business Park, Manor Street, Dublin 7, and in the United Kingdom from Deutsche Bank AG, London Branch at Winchester House, 1 Great Winchester Street, London EC2N 2DB, Citigroup at Citigroup Centre, 33 Canada Square, Canary Wharf, London E14 5LB and Goldman Sachs International at Peterborough Court, 133 Fleet Street, London EC4A 2BB. The Prospectus is also being made available to persons in Ireland and the United Kingdom at www.smurfitkappa.com. -- IPO successfully priced at EUR 16.50 per share -- 100 per cent. primary offering raised EUR 1.3 billion -- 205,626,167 ordinary shares in issue at admission with a market capitalisation of approximately EUR 3.4 billion -- Commencement of conditional dealings on the Irish Stock Exchange and London Stock Exchange -- Admission and unconditional dealings expected to commence on 20 March 2007 Smurfit Kappa plc ('Smurfit Kappa' or together with its subsidiaries, the 'Group'), one of the world's largest integrated manufacturers of paper-based packaging products with operations in Europe and Latin America, today announces the successful placing of 78,787,879 new ordinary shares to institutional investors (the 'Global Offer') at a price of EUR 16.50 per share. The total number of ordinary shares in issue at Admission will be 205,626,167 million and, based on a share price of EUR 16.50 per share, the market capitalisation of the Company following Admission will be approximately EUR 3.4 billion. The Group intends to use the net proceeds of the Global Offer to repay certain existing debt facilities. Existing shareholders did not sell any shares in the Global Offer and have agreed not to do so for a period of at least 180 days post Admission. Following Admission, Smurfit Kappa's free float is expected to be approximately 38.3 per cent. In addition, in order to cover over-allotments and for stabilisation purposes, the Company has granted Deutsche Bank, acting as stabilising manager, an over-allotment option representing Shares up to a maximum of 15 per cent. of the total number of ordinary shares comprised in the Global Offer. Commenting on today's announcement, Gary McGann, Group Chief Executive of Smurfit Kappa, said: 'We are delighted to announce our successful return to public markets in what is the largest ever primary offering within the Irish market and the largest ever equity raising in the paper packaging sector. The Offering has seen substantial interest from institutional investors in Ireland, Europe and the US and was significantly oversubscribed. Smurfit Kappa now has a high quality and geographically diverse institutional investor base. The significant level of investor interest re-affirms our belief that industry conditions and Smurfit Kappa's business model today provide us with a compelling basis to deliver and sustain superior returns. We are also delighted to welcome to our Board three new Directors, Mr Sean Fitzpatrick, Mr Liam O'Mahony & Mr Nicanor Restrepo. We would like to record our appreciation, once again, for our outgoing Chairman, Michael Smurfit, for his outstanding contribution to Smurfit Kappa specifically and to the industry generally over many years. Smurfit Kappa, its Board and its management team are now committed to the objective of becoming the market leader in paper-based packaging.' Admission and commencement of unconditional dealings on the Irish Stock Exchange and London Stock Exchange are expected to take place at 8:00 am on 20 March 2007. The Bloomberg/ Reuters tickers are SKG and the ISIN is IE00B1RR8406. Deutsche Bank is acting as global coordinator of the Global Offer, with Citigroup, Davy, Deutsche Bank and Goldman Sachs acting as joint bookrunners. Davy and Deutsche Bank are acting as joint sponsors to the Company on the Irish Stock Exchange. The contents of this announcement, which have been prepared by and are the sole responsibility of the Group, have been approved by Davy at Davy House, 49 Dawson Street, Dublin 2, Citigroup at Citigroup Centre, 33 Canada Square, Canary Wharf, London E14 5LB, Deutsche Bank AG, London Branch at Winchester House, 1 Great Winchester Street, London EC2N 2DB and Goldman Sachs International at Peterborough Court, 133 Fleet Street, London EC4A 2BB solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 of the United Kingdom. Deutsche Bank AG, London Branch is authorised under German Banking Law (Competent authority: BaFin - Federal Financial Supervising Authority) and with respect to UK commodity derivatives business by the Financial Services Authority and is regulated by the Financial Services Authority for the conduct of UK business. Deutsche Bank AG is acting for Smurfit Kappa and no one else in connection with the Global Offer and will not be responsible to anyone other than the Smurfit Kappa for providing the protections afforded to clients of Deutsche Bank AG nor for providing advice in connection with the Global Offer. Davy, which is regulated in Ireland by the Financial Regulator, and Citigroup and Goldman Sachs, each of which are authorised and regulated in the United Kingdom by the FSA, are acting exclusively for Smurfit Kappa, and no-one else in connection with the Global Offer. They will not regard any other person as their clients in relation to the Global Offer and will not be responsible to anyone other than the Smurfit Kappa for providing the protections afforded to their respective clients, nor for providing advice in relation to the Global Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein. This announcement does not constitute an offer of, or the solicitation of an offer to buy or subscribe for, Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for release, publication or distribution in or into the United States, Canada, Australia or Japan. The offer and sale of the Shares has not been and will not be registered under the US Securities Act of 1933, as amended (the 'Securities Act'), and may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from it, or under the applicable securities laws of Canada, Australia, the Republic of South Africa or Japan. Subject to certain exceptions, the Shares may not be offered or sold in Canada, Australia, the Republic of South Africa, Japan or the United States or to, or for the account or benefit of, any national, resident or citizen of Canada, Australia, Japan or the United States. Stabilisation In connection with the Global Offer, Deutsche Bank, as stabilising manager, or any of its agents, may, to the extent permitted by applicable law, over-allot and effect transactions with a view to supporting the market price of the ordinary shares at a level higher than that which might otherwise prevail in the open market. Deutsche Bank is not required to enter into such transactions and such transactions may be effected on the Irish Stock Exchange, London Stock Exchange, any over-the-counter market or otherwise. Such stabilising measures, if commenced, may be discontinued at any time and may commence on or after publication of the offer price and will end no later than 30 days thereafter. Save as required by law or regulation, neither Deutsche Bank nor any of its agents intends to disclose the extent of any over-allotments and/ or stabilisation transactions under the Global Offer. -0- *T CONTACT: Deutsche Bank John Lydon, +44 20 7545 8000 Or Citigroup Michael Lavelle, +44 20 7986 1133 Or Davy Kyran McLaughlin, +353 1 679 7788 Or Goldman Sachs Phil Raper, +44 20 7774 1000 Or K Capital Source (1) Mark Kenny, +353 1 631 5500 Jonathan Neilan, +353 1 631 5500 Or WHPR Brian Bell, +353 1 669 0030 (1) Investor and media relations *T
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