Statement re Launch of a Senior Notes Offering

Statement re Launch of a 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.

Smurfit Kappa Announces the Launch of a Senior Notes Offering

Smurfit Kappa Group plc (“SKG” or the “Group”) 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 2026.

The Group intends to use the proceeds from the offering to fund the previously-announced acquisition of Reparenco Holding B.V. by SKG (the “Acquisition”) in the event all of the conditions to the Acquisition are satisfied and the Acquisition is completed. Any remaining net proceeds will be used for general corporate purposes, which may include repaying certain existing indebtedness. This offering is not conditional upon the completion of the Acquisition.

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 non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act of 1933, as amended.

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 46,000 employees in approximately 365 production sites across 35 countries and with revenue of €8.6 billion in 2017. We are located in 22 countries in Europe, and 13 in the Americas. We are the only large-scale pan-regional player in Latin America.

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”) 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.

ENDS

Contacts:	Â
		Â
Ciaran Potts		Melanie Farrell or Mark Kenny
Smurfit Kappa		FTI Consulting
T: + 353 1 2027127		T: + 353 1 663 36 80
E: [e-mail]		E: [e-mail]

Follow us on Twitter at @smurfitkappa and on LinkedIn at ‘Smurfit Kappa’.

www.smurfitkappa.com

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