Ardagh Group S.A. Announces Results of Excess Proceeds Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE ASSOCIATED OFFER TO PURCHASE 

Results of Offer to Purchase 9.50% Senior Secured Notes due 2030 and 11.00/12.00% Euro-Denominated and Dollar-Denominated Second Lien Notes due 2030

LUXEMBOURG, July 28, 2026 /PRNewswire/ -- On June 22, 2026, Ardagh Group S.A. ("AGSA") and Ardagh Holdings USA Inc. (together, the "First Lien Offerors"), and AGSA and Ardagh Packaging Finance plc. (together, the "Second Lien Offerors") commenced an offer to the holders of the following series of their Notes to repurchase for cash, in the priority set forth in the offer to purchase dated June 22, 2026 (the "Offer to Purchase"), up to $90,417,000 in the aggregate of the First Lien Offerors' outstanding $1,560,000,000 aggregate principal amount 9.50% Senior Secured Notes due 2030 (the "First Lien Notes") and the Second Lien Offerors' outstanding €1,279,852,437 aggregate principal amount 11.00%/12.00% Second Lien Notes due 2030 (the "Euro Second Lien Notes") and outstanding $1,258,436,251 aggregate principal amount 11.00%/12.00% Second Lien Notes due 2030 (the "Dollar Second Lien Notes") (the First Lien Notes, the Euro Second Lien Notes and the Dollar Second Lien Notes together, the "Notes"), together with accrued and unpaid interest up to but excluding the Payment Date. Capitalized terms used in this announcement but not defined have the meanings given to them in the Offer to Purchase).

Following the expiration of the Offers at 5:00p.m. New York City time on July 27, 2026, notice is hereby given that the aggregate principal amount of Notes tendered for repurchase was as follows:

In accordance with the terms of the Offer to Purchase, the First Lien Offerors have decided to accept in full for repurchase the aggregate principal amount of $58,514,621 of the First Lien Notes, and the Second Lien Offerors have decided to apply approximately 1.8107582% proration factor to the Offer for repurchase the aggregate principal amount of €13,617,924 of the Euro Second Lien Notes and apply approximately 2.0971002% proration factor to the Offer for repurchase the aggregate principal amount of $14,777,967 of the Dollar Second Lien Notes.

The First Lien Offerors and the Second Lien Offerors expect to pay the First Lien Repurchase Amount and Second Lien Repurchase Amount, respectively, on July 29, 2026. Holders of Notes that are purchased will not receive any future interest payments on such purchased Notes.

About Ardagh Group

Ardagh Holdings S.A. is the ultimate parent company of Ardagh Group, which is a global supplier of infinitely recyclable metal beverage and glass container packaging for brand owners around the world. Ardagh Group operates 58 metal and glass production facilities in 16 countries, employing approximately 19,000 people with sales of approximately $9.6 billion.

Contacts

Media:                                     
Pat Walsh, Murray Consultants                                                                                     
+353 1 498 0300 / +353 87 2269345
[email protected]

Investors:
[email protected]

Tender Agent:                          
Kroll Issuer Services Limited
+44 20 7704 0880
[email protected]
https://deals.is.kroll.com/ardagh 

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, the Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The tender offers are being made solely pursuant to the Offer to Purchase made available to holders of the Notes. Neither the First Lien Offerors, the Second Lien Offerors, or their respective affiliates, their respective boards of directors, the tender agent or the trustee with respect to any series of Notes is making any recommendation as to whether or not holders should tender or refrain from tendering all or any portion of their Notes in response to the tender offers. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisors and make their own decisions whether to tender Notes in the tender offers, and, if so, the principal amount of Notes to tender.

This document and any documents detailing the investment or investment activity to which this announcement relates are for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 43(2) ("members and creditors of certain bodies corporate") of the Financial Promotion Order, (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, (iv) are outside the United Kingdom, or (v) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

This tender offer is not intended to be offered or otherwise made available to and should not be offered or otherwise made available to any retail investor in any member state of the EEA in circumstances in which this tender offer is restricted to non-retail investors. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

SOURCE Ardagh Group S.A.