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 dated 14 March
2007 and issued by Smurfit Kappa in connection with Admission (the
"Prospectus"). Copies of the Prospectus are 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.
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 that in connection with its
placing of ordinary shares to institutional investors (the "Global
Offer"), Deutsche Bank, acting as stabilisation manager, has given
notice of exercise in full of the over-allotment arrangements in
respect of 11,818,181 additional new ordinary shares in the Company.
Accordingly, the stabilisation period has now come to an end.
Including the ordinary shares issued pursuant to the
over-allotment arrangements, the Global Offer comprises a total of
90,606,060 ordinary shares and, following Admission, Smurfit Kappa's
free float is expected to be approximately 41.7 per cent. The gross
proceeds of the Global Offer will now be EUR 1.495 billion and the
total number of ordinary shares in issue at Admission will be
217,444,348 (1).
(1) This figure may change due to share issuances up to a maximum
of 616,948 shares pursuant to the exercise of warrants, further
details of which are set out in more detail in the Prospectus.
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
or Japan. Subject to certain exceptions, the Shares may not be offered
or sold in Canada, Australia, 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 / FSA
