Smurfit Kappa plc IPO Successfully Priced at EUR 16.50 Per Share
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR
AUSTRALIA
This announcement is an advertisement and not a prospectus and has
been prepared in connection with the offer of ordinary shares (the
"Shares") of Smurfit Kappa plc ("Smurfit Kappa" or the "Company") and
the admission of the Shares to the Official List of the Irish Stock
Exchange and to trading on its regulated market and admission to the
Official List, as a secondary listing, of the UK Financial Services
Authority (the "FSA") and to trading on the London Stock Exchange's
main market for listed securities ("Admission"). Investors should not
subscribe for or purchase any Shares referred to in this announcement
except on the basis of information in the prospectus to be dated 14
March 2007 and issued by Smurfit Kappa in connection with Admission
(the "Prospectus"). Copies of the Prospectus will, following
publication, be available in Ireland from the Company's registered
office, Davy at Davy House, 49 Dawson Street, Dublin 2, and Capita
Corporate Registrars PLC, Unit 5 Manor Street Business Park, Manor
Street, Dublin 7, and in the United Kingdom from Deutsche Bank AG,
London Branch at Winchester House, 1 Great Winchester Street, London
EC2N 2DB, Citigroup at Citigroup Centre, 33 Canada Square, Canary
Wharf, London E14 5LB and Goldman Sachs International at Peterborough
Court, 133 Fleet Street, London EC4A 2BB. The Prospectus is also being
made available to persons in Ireland and the United Kingdom at
www.smurfitkappa.com.
-- IPO successfully priced at EUR 16.50 per share
-- 100 per cent. primary offering raised EUR 1.3 billion
-- 205,626,167 ordinary shares in issue at admission with a
market capitalisation of approximately EUR 3.4 billion
-- Commencement of conditional dealings on the Irish Stock
Exchange and London Stock Exchange
-- Admission and unconditional dealings expected to commence on
20 March 2007
Smurfit Kappa plc ("Smurfit Kappa" or together with its
subsidiaries, the "Group"), one of the world's largest integrated
manufacturers of paper-based packaging products with operations in
Europe and Latin America, today announces the successful placing of
78,787,879 new ordinary shares to institutional investors (the "Global
Offer") at a price of EUR 16.50 per share. The total number of
ordinary shares in issue at Admission will be 205,626,167 million and,
based on a share price of EUR 16.50 per share, the market
capitalisation of the Company following Admission will be
approximately EUR 3.4 billion. The Group intends to use the net
proceeds of the Global Offer to repay certain existing debt
facilities.
Existing shareholders did not sell any shares in the Global Offer
and have agreed not to do so for a period of at least 180 days post
Admission. Following Admission, Smurfit Kappa's free float is expected
to be approximately 38.3 per cent. In addition, in order to cover
over-allotments and for stabilisation purposes, the Company has
granted Deutsche Bank, acting as stabilising manager, an
over-allotment option representing Shares up to a maximum of 15 per
cent. of the total number of ordinary shares comprised in the Global
Offer.
Commenting on today's announcement, Gary McGann, Group Chief
Executive of Smurfit Kappa, said:
"We are delighted to announce our successful return to public
markets in what is the largest ever primary offering within the Irish
market and the largest ever equity raising in the paper packaging
sector. The Offering has seen substantial interest from institutional
investors in Ireland, Europe and the US and was significantly
oversubscribed. Smurfit Kappa now has a high quality and
geographically diverse institutional investor base. The significant
level of investor interest re-affirms our belief that industry
conditions and Smurfit Kappa's business model today provide us with a
compelling basis to deliver and sustain superior returns.
We are also delighted to welcome to our Board three new Directors,
Mr Sean Fitzpatrick, Mr Liam O'Mahony & Mr Nicanor Restrepo. We would
like to record our appreciation, once again, for our outgoing
Chairman, Michael Smurfit, for his outstanding contribution to Smurfit
Kappa specifically and to the industry generally over many years.
Smurfit Kappa, its Board and its management team are now committed
to the objective of becoming the market leader in paper-based
packaging."
Admission and commencement of unconditional dealings on the Irish
Stock Exchange and London Stock Exchange are expected to take place at
8:00 am on 20 March 2007. The Bloomberg/ Reuters tickers are SKG and
the ISIN is IE00B1RR8406.
Deutsche Bank is acting as global coordinator of the Global Offer,
with Citigroup, Davy, Deutsche Bank and Goldman Sachs acting as joint
bookrunners. Davy and Deutsche Bank are acting as joint sponsors to
the Company on the Irish Stock Exchange.
The contents of this announcement, which have been prepared by and
are the sole responsibility of the Group, have been approved by Davy
at Davy House, 49 Dawson Street, Dublin 2, Citigroup at Citigroup
Centre, 33 Canada Square, Canary Wharf, London E14 5LB, Deutsche Bank
AG, London Branch at Winchester House, 1 Great Winchester Street,
London EC2N 2DB and Goldman Sachs International at Peterborough Court,
133 Fleet Street, London EC4A 2BB solely for the purposes of section
21(2)(b) of the Financial Services and Markets Act 2000 of the United
Kingdom.
Deutsche Bank AG, London Branch is authorised under German Banking
Law (Competent authority: BaFin - Federal Financial Supervising
Authority) and with respect to UK commodity derivatives business by
the Financial Services Authority and is regulated by the Financial
Services Authority for the conduct of UK business. Deutsche Bank AG is
acting for Smurfit Kappa and no one else in connection with the Global
Offer and will not be responsible to anyone other than the Smurfit
Kappa for providing the protections afforded to clients of Deutsche
Bank AG nor for providing advice in connection with the Global Offer.
Davy, which is regulated in Ireland by the Financial Regulator,
and Citigroup and Goldman Sachs, each of which are authorised and
regulated in the United Kingdom by the FSA, are acting exclusively for
Smurfit Kappa, and no-one else in connection with the Global Offer.
They will not regard any other person as their clients in relation to
the Global Offer and will not be responsible to anyone other than the
Smurfit Kappa for providing the protections afforded to their
respective clients, nor for providing advice in relation to the Global
Offer, the contents of this announcement or any transaction,
arrangement or other matter referred to herein.
This announcement does not constitute an offer of, or the
solicitation of an offer to buy or subscribe for, Shares to any person
in any jurisdiction to whom or in which such offer or solicitation is
unlawful and, in particular, is not for release, publication or
distribution in or into the United States, Canada, Australia or Japan.
The offer and sale of the Shares has not been and will not be
registered under the US Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the United States
absent registration under the Securities Act or an available exemption
from it, or under the applicable securities laws of Canada, Australia,
the Republic of South Africa or Japan. Subject to certain exceptions,
the Shares may not be offered or sold in Canada, Australia, the
Republic of South Africa, Japan or the United States or to, or for the
account or benefit of, any national, resident or citizen of Canada,
Australia, Japan or the United States.
Stabilisation
In connection with the Global Offer, Deutsche Bank, as stabilising
manager, or any of its agents, may, to the extent permitted by
applicable law, over-allot and effect transactions with a view to
supporting the market price of the ordinary shares at a level higher
than that which might otherwise prevail in the open market. Deutsche
Bank is not required to enter into such transactions and such
transactions may be effected on the Irish Stock Exchange, London Stock
Exchange, any over-the-counter market or otherwise. Such stabilising
measures, if commenced, may be discontinued at any time and may
commence on or after publication of the offer price and will end no
later than 30 days thereafter. Save as required by law or regulation,
neither Deutsche Bank nor any of its agents intends to disclose the
extent of any over-allotments and/ or stabilisation transactions under
the Global Offer.