Announcement of the proposed offering of $1,000,000,000 equivalent (USD/EUR) Senior PIK Notes due 2019

Ardagh Group announces that it intends to raise a total of $1,000,000,000 (USD/EUR) equivalent of debt financing through an offering by Ardagh Finance Holdings S.

A. of Senior PIK Notes due 2019 (the “Notes”).    The net proceeds from this offering, estimated at €716 million, will be used to fund the redemption of the existing 11.125% Secured PIK Notes due 2018 at an accreted value of €643 million, including the optional redemption premium, and to finance a €73 million return of capital to shareholders.On a pro forma basis, after giving effect to the completed acquisition of Verallia North America (“VNA”) and the proposed divestment of six Anchor Glass plants, Ardagh Group had revenue and EBITDA of €4,806 million and €748 million, respectively, for the last twelve months ended 31 March 2014.We also estimate that, following the completion of the VNA acquisition, we will achieve operational and administrative cost synergies of approximately $60 million (or €45 million) over the next three years, with most of this being achieved within two years of closing, as well as an additional increase of EBITDA in the first year after the VNA acquisition due to accounting policy alignments of approximately $15 million (or €11 million). For further information on recent developments investors are referred to Ardagh’s first quarter 2014 bondholder report and transcript of its quarterly investor call, including the Chairman’s opening remarks, at

Ardagh Group is a global leader in packaging solutions, producing metal and glass packaging for most of the world's leading food, beverage and consumer care brands. After giving effect to the proposed divestment above, Ardagh operates 94 production facilities in 23 countries and employs approximately 19,500 people.

4 June 2014

The Notes have not been registered under the U.S. Securities Act of 1933, as amended, or any U.S. State security laws. Accordingly, the Notes are being offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933 and outside the United States in accordance with Regulation S under the U.S. Securities Act of 1933.

The offering of Notes will be made pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the European Economic Area, from the requirement to produce a prospectus for offers of securities. This announcement does not constitute an advertisement for the purposes of the Prospectus Directive.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities referred to in this announcement, in any jurisdiction, including the United States, in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Securities may not be offered or sold in the United States absent registration under the Securities Act, or an exemption from registration.

600450 Announcement of the proposed offering of $1,000,000,000 equivalent (USD/EUR) Senior PIK Notes due 2019
Date: 6 June 2014

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