Statement re Completion of €400m Senior Notes...

Statement re Completion of €400m Senior Notes Offering

Smurfit Kappa Group PLC

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

4 February 2019

Smurfit Kappa Announces Completion of €400m Senior Notes Offering

SKG:ID SKG:LN

Dublin, London, 4 February, 2019: Smurfit Kappa Group plc (‘SKG’ or the “Group”) today announces that it has successfully completed an offering by one of its wholly-owned subsidiaries, Smurfit Kappa Acquisitions Unlimited Company (the “Issuer”), of €400 million of euro denominated senior notes due 2026 (the “Notes”). The Notes were issued under the indenture (the “Indenture”) governing the Issuer’s outstanding euro denominated senior notes due 2026 (the “Existing Notes”) and form a single series with the Existing Notes for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Notes will have the same ISIN and common code as the Existing Notes, provided that the Notes have initially been issued bearing a temporary ISIN and common code. The Notes were issued at 100.75% plus accrued and unpaid interest from 15 January 2019 and have a coupon of 2.875% and a yield to maturity of 2.756%.

Paul Regan, Group Treasurer, commented, "We are very pleased to have completed this upsized Notes offering which reflects the strong support of our investors for the Group and our strategic direction. The closing of this transaction follows the announcement last week of the signing of our new €1,350 million revolving credit facility and is part of our proactive financing strategy to reduce the cost and extend the term of our debt facilities while increasing the flexibility of our capital structure".

ENDS

Garrett Quinn Smurfit Kappa Group T: [phone] E: [e-mail]		Melanie Farrell FTI Consulting T: [phone] E: [e-mail]

About Smurfit Kappa

Smurfit Kappa, a FTSE 100 company, is one of the leading providers of paper-based packaging solutions in the world, with around 45,000 employees in approximately 350 production sites across 34 countries and with revenue of €8.6 billion in 2017. We are located in 22 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.

Check out our microsite openthefuture.info. Follow us on Twitter at @smurfitkappa and on LinkedIn at ‘Smurfit Kappa’.

smurfitkappa.com

Forward-Looking Statements

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.

Important Notice

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 ACQUISITIONS 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.

This announcement is directed only at persons who are: located outside the United States and are (a) persons in member states of the European Economic Area (the “EEA”) other than the United Kingdom who are qualified investors (within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC as amended, including by Directive 2010/73/EU) and any relevant implementing measure in each member state of the EEA); (b) persons in the United Kingdom who are qualified investors and who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) persons falling within Article 49(2) (a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order; or (c) persons to whom it may otherwise be lawfully 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.

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.

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