Statement re Launch of Senior Notes Offering

Statement re Launch of 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.

30 January 2019

Smurfit Kappa Announces the Launch of a Senior Notes Offering

SKG:ID SKG:LN

Dublin, London, 30 January, 2019: Smurfit Kappa Group plc (‘SKG’ or the “Group”) today announces an offering by one of its wholly-owned subsidiaries, Smurfit Kappa Acquisitions Unlimited Company (the “Issuer”), of €300 million of its euro denominated 2.875% senior notes due 2026 (the “Notes”). The Notes will be issued under the indenture (the “Indenture”) governing the Issuer’s outstanding euro denominated senior notes due 2026 (the “Existing Notes”) and will 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 be guaranteed by the Issuer’s parent holding companies and certain of its subsidiaries, which are holding companies and/or finance and management companies. The existing guarantees of substantially all of the Issuer’s subsidiaries with respect to the Existing Notes and the other senior notes issued by the Issuer will be released in connection with the refinancing and replacement of the Group’s existing senior credit facility announced on January 29, 2019, which is expected to close on or prior to the closing date of the Notes offering.

The Group intends to use €295.0 million of the proceeds from the offering to repay borrowings under its existing securitisation facilities. The remaining proceeds will be used to pay fees and expenses related to the 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 non-U.S. persons in offshore transactions outside the United States in accordance with Regulation S under the Securities Act of 1933, as amended.

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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