The Senior Notes, if issued, will constitute a single class of notes with the €275,000,000 9.250% senior notes issued on 8 October 2010. The Senior Notes will be guaranteed on a senior basis by Ardagh Packaging Holdings Limited and on a senior subordinated basis by certain of its wholly-owned subsidiaries.
The net proceeds from the issuance and sale of the Senior Notes will be used for general corporate purposes (which may include acquisitions in the near and medium term).
The expectations of Ardagh Packaging Holdings Limited regarding operating and financial performance in the fourth quarter of 2010 (which are currently based on internal management estimates and are subject to confirmation in the annual report for 2010) are as follows:
* revenues and EBITDA on a combined basis to be in line with those of the fourth quarter of 2009;
* cash flow generation in the fourth quarter of 2010 to be better than expected and the year-end net debt position to be lower than expected;
* capital expenditures for the full year 2010 to be in line with expectations and estimated at €180 million; and
* 2010 year-end liquidity position to be better than expected.
The Senior Notes have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. State security laws. Accordingly, the Senior 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 and outside the United States in accordance with Regulation S under the U.S. Securities Act.
1 February 2011
The offer and sale of the Senior 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 Senior Notes, nor will there be any sale of Senior Notes referred to in this announcement, in any jurisdiction, including the United States, in which such offer, solicitation or sale is not permitted. The Senior Notes may not be offered or sold in the United States absent registration under the U.S. Securities Act, or an exemption from registration.
February 3, 2011