Intention to Transfer Listing

RNS Number : 1043T

Smurfit Kappa Group PLC

24 March 2016

 

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SHARES OR OTHER SECURITIES IN THE COMPANY. NOR SHALL IT FORM THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER.

Smurfit Kappa Group plc

SKG.I SKG.L

Notification of Transfer(s) from a Standard Listing to a Premium

Listing in the UK and from a Primary Listing to a Secondary Listing in Ireland

24 March, 2016

Smurfit Kappa Group plc (the "Company" and with its subsidiaries, "SKG" or the "Group"), one of the world's largest integrated manufacturers of paper-based packaging products with operations in Europe, Latin America, the United States and Canada, announces that it is proposing to transfer the listing category of its ordinary shares (the "Ordinary Shares") on the Official List of the United Kingdom Listing Authority ("UKLA") from a Standard Listing to a Premium Listing, and, in parallel, to transfer the listing category of its Ordinary Shares on the Official List of the Irish Stock Exchange ("ISE") from a Primary Listing to a Secondary Listing (together the "Transfers"). This follows the review of the Company's listing arrangements referred to in the Company's Preliminary Results on 10 February, 2016 and the switching of trading in the Ordinary Shares on the London Stock Exchange from euro to sterling which took effect on 1 March, 2016.

The provision of 20 business days' notice (which period commenced by way of today's announcement) is required to effect the Transfers. No shareholder approval is required in connection with the Transfers. It is therefore anticipated that these Transfers will take effect at 8.00 a.m. on 25 April, 2016.

1. Background to and reasons for the proposed Transfers

The SKG Group operates in 21 countries in Europe and is the European leader in corrugated packaging, containerboard, solidboard and solidboard packaging with key positions in several other packaging and paper market segments. The Group also has two bag-in-box facilities, located in Canada and Argentina which are managed as part of the European operations. The Group also operates in 13 countries in the Americas and is the largest pan-regional producer of containerboard and corrugated containers in Latin America. In 2015 the Group's Europe and Americas segments accounted for approximately 77.1% and 22.9% of revenue respectively.

The Company has had a primary listing on the Official List of the ISE and a secondary listing on the standard listing segment of the Official List of the UKLA, since its IPO in March, 2007.

The proposed changes to the Company's listing categories in the UK and Ireland are being made so as to assist in increasing the profile of the Company, providing it with exposure, and increasing its attractiveness, to a wider potential investor base and enhancing the liquidity of its shares.

In this context the recent switch to sterling trading in the Ordinary Shares in the UK offers investors greater flexibility in terms of how they hold Ordinary Shares. More specifically the transfer to a Premium Listing in the UK, combined with the transfer to a Secondary Listing in Ireland, together with the commencement of sterling trading in the Ordinary Shares in the UK, positions the Company, subject to a sufficient volume of trading in the Ordinary Shares occurring in the UK in sterling, for future eligibility for admission to the UK Series of the FTSE Indices. Admission of the Company to the FTSE UK Index Series would be expected to further enhance the Company's profile and access to a wider investor base.

The Company remains committed to retaining its listing on the Irish Stock Exchange, with the euro denominated trading facility provided by the ISE continuing to provide access to a wide range of European investors. Moreover, as further referred to below, there will be no material change in the rights and protections of shareholders as a result of these Transfers. Shareholders in SKG will continue to remain subject to the provisions of a super-equivalent regulatory regime which entails, inter alia, shareholder approvals for material transactions, and the Company will remain subject to EU securities market regulations.

The Transfers do not impact on the on-going operations of the Group and no changes to the business of the SKG Group have been, or are proposed to be made, in connection with the Transfers. SKG remains headquartered, incorporated and tax resident in Ireland.

Accordingly, the Board of the Company has concluded that it would be in the best interests of the Company and its shareholders as a whole to effect the Transfers.

.

The Company has therefore requested that the UKLA approve the transfer of the listing category of the Ordinary Shares from a Standard Listing to a Premium Listing with effect from 8.00 a.m. on 25 April, 2016 and has requested that the ISE approve the transfer of the listing category of the Ordinary Shares from a Primary Listing to a Secondary Listing with effect from 8.00 a.m. 25 April, 2016.

As at the close of business on 22 March, 2016, the Company had 236,308,544 Ordinary Shares in issue. It is proposed that all of the Ordinary Shares will be the subject of the Transfers.

2. Effect of the Transfers

The effect of the Transfers is that certain additional provisions of the UK Listing Rules will now apply to the Company and certain comparable provisions of the ISE Listing Rules will, when the ISE Transfer is effective, cease to apply to the Company.

The additional provisions of the UK Listing Rules which will apply are set out in Chapters 6 to 13 (inclusive) of the UK Listing Rules and primarily relate to the following matters:

·     the application of certain requirements that are specific to companies with a Premium Listing (Chapter 6);

·     the application of the Premium Listing Principles (Chapter 7);

·     the requirement to appoint a sponsor in certain circumstances (Chapter 8);

·     the requirement to comply with various continuing obligations, including compliance with the Model Code and compliance with all relevant provisions of the UK Corporate Governance Code (or provide an explanation for any non-compliance, if applicable, in its annual financial report) (Chapter 9);

·     the requirement to announce, or obtain shareholder approval for, certain transactions (depending on their size and nature) and for certain transactions with 'related parties' of the Company (Chapters 10 and 11);

·     certain restrictions in relation to the Company dealing in its own securities and

treasury shares (Chapter 12); and

·   various specific contents requirements that will apply to circulars issued by the

Company to its shareholders (Chapter 13).

The Company, as a company incorporated in Ireland with securities admitted to trading on a regulated market in Ireland, is, and will remain, subject to the Irish Takeover Rules as administered by the Irish Takeover Panel.  In addition, SKG will remain subject to the Irish Market Abuse Regulations, the Irish Transparency Regulations and the Irish Prospectus Regulations and their respective rules. Aspects of the UK Disclosure and Transparency Rules will also continue to apply to the Company as a result of its securities being admitted to trading on a regulated market in the UK. Ireland will continue to be the home country of the Company for the purposes of compliance with relevant EU directives and the Central Bank of Ireland will continue to be the Company's competent authority for these purposes.

3. Working capital

In the opinion of the Company, the Group has sufficient working capital available for the Group's requirements for at least the next 12 months from the date of this announcement.

4. Board of Directors and Corporate Governance

The current composition of the board of SKG is as follows:

Chairman, Non-Executive Director Liam O'Mahony

Group Chief Executive Officer Anthony Smurfit

Group Chief Financial Officer Ian Curley*

Non-Executive Director Christel Bories

Non-Executive Director Frits Beurskens

Non-Executive Director (Senior Independent Director) Thomas Brodin

Non-Executive Director Irial Finan

Non-Executive Director James Lawrence

Non-Executive Director Gary McGann

Non-Executive Director John Moloney

Non-Executive Director Roberto Newell

Non-Executive Director Gonzalo Restrepo

Non-Executive Director Rosemary Thorne

*As announced on 10 February, 2016, Mr. Curley is resigning as Group Chief Financial Officer and Director with effect from 31 March, 2016. Mr. Ken Bowles, previously Group Financial Controller has been appointed Group Chief Financial Officer Designate and will succeed Mr. Curley as Group Chief Financial Officer on 1 April, 2016. Mr. Bowles has not been appointed to the Board.

The Directors are committed to maintaining the highest standards of corporate governance. The Annual Report and Accounts in respect of the year ended 31 December, 2015 which has been published on 23 March, 2016, describes how throughout the financial year ended 31 December 2015 the Company applied the principles of the UK Corporate Governance Code, published by the Financial Reporting Council in September 2014 as adopted by the ISE and the LSE, and the Irish Corporate Governance Annex, which supplements the UK Corporate Governance Code with additional corporate governance provisions. The Directors believe that the Group has complied with the provisions of the UK Corporate Governance Code and the Irish Annex throughout 2015.

The Directors intend to continue to report against the provisions of the UK Corporate Governance Code and the Irish Annex following the Transfers.

5. Appointment of sponsor

J&E Davy ("Davy") is acting as sponsor to the Company under the UK Listing Rules in relation to the Company's proposed transfer to a Premium Listing. Davy is also acting as sponsor to the Company under the ISE Listing Rules in relation to the proposed transfer to a Secondary Listing. Davy has given and has not withdrawn its written consent to the inclusion of the reference to its name in this Announcement in the form and context in which it is included.

6. Financial information on SKG

The documents listed below are incorporated by reference into this document and are available on the Company's website, www.smurfitkappa.com and free of charge from the offices of the Company at Beech Hill, Clonskeagh, Dublin 4, Ireland.

Information incorporated by reference into this document	Reference document	Page number in reference document
Independent auditors' report in relation to Group accounts	Annual Report and Accounts 2015	63 - 67
Consolidated income statement		68
Consolidated statement of comprehensive income		69
Consolidated balance sheet		70
Consolidated statement of cash flows		74
Consolidated statement of changes in equity		72
Notes to the accounts		76 - 133
Independent auditors' report in relation to Group accounts	Annual Report and Accounts 2014	63 - 67
Consolidated income statement		68
Consolidated statement of comprehensive income		69
Consolidated balance sheet		70
Consolidated statement of cash flows		74
Consolidated statement of changes in equity		72
Notes to the accounts		76 - 130
Independent auditors' report in relation to Group accounts	Annual Report and Accounts 2013	63 - 65
Consolidated income statement		66
Consolidated statement of comprehensive income		67
Consolidated balance sheet		68
Consolidated statement of cash flows		72
Consolidated statement of changes in equity		70
Notes to the accounts		74 - 129

Contacts

Seamus Murphy	Eugenée Mulhern/ Brian Garrahy
Smurfit Kappa Group plc	Davy	FTI Consulting
T: + 353 1 202 71 80	T: + 353 1 679 63 63	T: [phone]
E: [e-mail]		E:[e-mail]

IMPORTANT NOTICE:

The contents of this announcement have been prepared by and are the sole responsibility of the Company. The Company is not offering any Ordinary Shares or other securities in connection with the proposals described in this announcement. This announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities in the Company or securities in any other entity, in any jurisdiction, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.

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.

Subject to the Company's regulatory obligations, including under the ISE Listing Rules, the Irish Market Abuse Regulations, the UK Disclosure and Transparency Rules and the UK Listing Rules, the Company undertakes no obligation to update publicly or revise any forward-looking-statement whether as a result of new information, future events or otherwise.

None of the statements made in this announcement in any way obviates the requirements of the Company to comply with its regulatory obligations.

The contents of the Company's website do not form part of this announcement.

Davy, which is regulated in Ireland by the Central Bank of Ireland, and authorised to act as an FCA regulated sponsor firm in the United Kingdom, is acting for the Company and for no one else in connection with the Transfers and will not be responsible to any person other than the Company for providing the protections afforded to clients of Davy, nor for providing advice in relation to the Transfers, the content of this announcement or any matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Davy by the Central Bank of Ireland, by FSMA or the respective regulatory regimes in Ireland and the United Kingdom, neither Davy nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Davy in connection with this announcement, any statement contained herein or otherwise, nor makes any representation or warranty, express or implied, in relation to, the contents of this announcement, including its accuracy, completeness or verification or for any other statement purported to be made by Davy, or on behalf of Davy in connection with the Company or the Transfers. Davy accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability to any person who is not a client of Davy, whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.

DEFINITIONS

The following defined terms have been used in this announcement.

"Announcement"	this announcement dated 24 March, 2016;
"Annual Report and Accounts"	the annual report and accounts of the Group;
"Davy"
"FCA"	the Financial Conduct Authority of the UK;
"FRC"	the Financial Reporting Council;
"FSMA"	the Financial Services and Markets Act 2000 of the UK;
"FTSE Indices"	Indices operated by FTSE Russell;
"Group"	the Company and each of its subsidiaries;
"Irish Annex"	the Irish Corporate Governance Annex published by the ISE, which supplements the UK Corporate Governance Code with additional corporate governance provisions;
"Irish Market Abuse Regulations"	the Market Abuse (Directive 2003/6/EC) Regulations 2005;
"Irish Prospectus Regulations"	the Prospectus (Directive 2003/71/EC Regulations 2005 (as amended);
"Irish Takeover Rules"	the Takeover Panel Act 1997, Takeover Rules 2013;
"Irish Transparency Regulations"	the Transparency (Directive 2004/109/EC) Regulations 2007 (as amended);
"ISE" or "Irish Stock Exchange"	the Irish Stock Exchange plc;
"ISE Listing Rules"	the Listing Rules of the Irish Stock Exchange;
"ISE Official List"	the Official List of the Irish Stock Exchange;
"London Stock Exchange"	the London Stock Exchange plc;
"Model Code"	the Model Code on  restricted persons' dealings in securities set out in LR9 Annex 1 of the UK Listing Rules;
"Official List(s)"	the ISE Official List and/or UKLA Official List, as the context may require;
"Ordinary Shares"	the ordinary shares of €0.001 each in the capital of the Company (ISIN: IE00B1RR8406);
"Preliminary Results"	the Group's preliminary results in respect of the year ended 31 December, 2015 dated 10 February, 2016;
"Premium Listing"	a listing on the premium listing segment of the UKLA Official List;
"Primary Listing"	a  listing on the primary listing segment of the ISE Official List;
"Secondary Listing"	a listing on the secondary listing segment of the ISE Official List;
"SKG" or  "the Company"	Smurfit Kappa Group plc;
"Standard Listing"	a listing on the standard listing segment of the UKLA Official List;
"Transfer(s)"	the transfer of the listing category of the Ordinary Shares from Standard Listing to Premium Listing on the UKLA Official List and from Primary Listing to Secondary Listing on the ISE Official List ;
"UK"	the United Kingdom of Great Britain and Northern Ireland;
"UK Corporate Governance Code"	the UK Corporate Governance Code published by the FRC, as amended from time to time;
"UK Disclosure and Transparency Rules"	the disclosure rules (in accordance with sections 73(1) and 73A(3) of FSMA) and the transparency rules (in accordance with sections 73A(1) and 89A of FSMA), of the UK;
"UK Listing Rules"	the Listing Rules of the UKLA;
"UKLA"	the FCA when exercising its functions under Part VI of the Financial Services and Markets Act 2000of the UK as amended;
"UKLA Official List"	the Official List of the UKLA; and
"UK Series"	The FTSE UK Index Series, being a series of indices designed by FTSE Russell to represent the performance of the major capital and industry segments of the UK and including FTSE100, FTSE250 and the FTSE350.

ENDS

 

END

 

 

MSCEAKDDALPKEFF