Statement re Launch of a Senior Notes Offering

Statement re Launch of a Senior Notes Offering

Smurfit Kappa Group PLC

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. NOT FOR DISTRIBUTION OR RELEASE IN OR INTO ANY JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

Smurfit Kappa Announces the Launch of a Senior Notes Offering

SKG.I SKG.L

Dublin, London | 17 January 2017: Smurfit Kappa Group plc (the “Group”), one of the world’s largest integrated manufacturers of paper-based packaging products, with operations in Europe and the Americas, today announces an offering by one of its wholly-owned subsidiaries, Smurfit Kappa Acquisitions Unlimited Company, of €500 million of euro denominated senior notes due 2024. The Group intends to use the proceeds from the offering to repay existing indebtedness, including using approximately €260 million to reduce borrowings under the term loan facilities under the Senior Facilities Agreement and €220 million to repay borrowings under the Group’s existing securitisation facilities. Any remaining proceeds will be used for general corporate purposes.

In addition, the Group has obtained commitments to increase the revolving facility under its Senior Facilities Agreement by up to €220 million and intends to utilise the additional capacity from time to time for general corporate purposes, including refinancing existing indebtedness. These commitments are conditional on the completion of the notes offering.

The notes are being offered in a private placement and there will be no public offering of the notes. The notes will be offered and sold only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act and to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act of 1933, as amended (the “U.S. Securities Act”).

About Smurfit Kappa

Smurfit Kappa is one of the world’s largest integrated manufacturers of paper- based packaging products, with around 45,000 employees in approximately 370 production sites across 34 countries and with revenue of €8.1 billion in 2015. We are located in 21 countries in Europe, and 13 in the Americas. We believe that we are the largest pan-regional player in Latin America.

Contacts
Garrett Quinn Smurfit Kappa T: [phone] E: [e-mail] Â	Â	FTI Consulting   T: [phone] E: [e-mail]

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.

This press release shall not constitute an offer of securities for sale in the United States or any other jurisdiction. The securities have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States or any other jurisdiction and the securities may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state or local securities laws.

This announcement is for information purposes only and is directed only at: (a) persons in member states of the European Economic Area who are qualified investors (as defined in EU directive 2003/71/EC (as amended) (the "Prospectus Directive"); (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 (iii) persons to whom it may otherwise be lawfully communicated (all such persons in (a) and (b) 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. No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.

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