Filed Pursuant to Rule 424(b)(3)
 Registration No. 333-258749​

PROSPECTUS

16,749,984 SHARES
OFFERED BY ARDAGH METAL PACKAGING S.A.

579,357,270 SHARES and
6,250,000 WARRANTS
OFFERED BY THE SELLING SECURITYHOLDERS

This prospectus relates to the issuance by us of up to 16,749,984 Shares that may be issued upon exercise of Warrants to purchase Shares, which were originally GHV Warrants that were automatically converted into Warrants upon consummation of the Merger.

This prospectus also relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”), or their permitted transferees, of (A) up to 579,357,270 Shares, which includes (i) 69,500,000 Shares issued to the Subscribers; (ii) 493,763,520 Shares issued to AGSA; (iii) 9,843,750 Shares issued to the Sponsor, Gores Pipe, LLC, Randall Bort, William Patton and Jeffrey Rea; and (iv) 6,250,000 Shares of AMPSA that may be issued upon exercise of Warrants to purchase Shares referred to in clause (B), which were originally Private Placement Warrants that were automatically converted into Warrants upon consummation of the Merger; and (B) up to 6,250,000 Warrants to purchase Shares, which were originally Private Placement Warrants that were automatically converted into Warrants upon consummation of the Merger.

The Merger is described in greater detail in this prospectus. See “Prospectus Summary — Recent Developments —  The Business Combination.”

We will receive proceeds from the exercise of the Warrants to the extent the Warrants are exercised for cash. We will not receive any proceeds from the sale of Shares and Warrants by the Selling Securityholders pursuant to this prospectus. However, we will pay the expenses, other than underwriting commissions and discounts and expenses incurred by the Selling Securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholders in disposing of the securities, associated with the sale of Shares pursuant to this prospectus.

Our registration of the securities covered by this prospectus does not mean that either we or the Selling Securityholders will issue, offer or sell, as applicable, any of the securities. The Selling Securityholders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Securityholders may sell the securities in the section entitled “Plan of Distribution.”

The Shares and the Warrants are listed on the New York Stock Exchange (the “NYSE”) under the symbols “AMBP” and “AMBP.WS,” respectively. The last reported sale price of the Shares was $11.82 per share on August 20, 2021, and the last reported sale price of the Warrants was $2.12 per warrant on August 20, 2021.

We are a “controlled company” under NYSE corporate governance rules and are eligible for certain exemptions from these rules. We are also a “foreign private issuer” under applicable Securities and Exchange Commission rules and are eligible for reduced public company disclosure requirements.

You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Investing in the Company’s securities involves risks. See “Risk Factors” beginning on page 28 of this prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

PROSPECTUS DATED AUGUST 23, 2021

 

Table of Contents

 

i

 

ABOUT THIS PROSPECTUS

You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by or on our behalf. Any amendment or supplement may also add, update or change information included in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such amendment or supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. See “Where You Can Find More Information.”

Neither we nor the Selling Securityholders have authorized any other person to provide you with different or additional information. Neither we nor the Selling Securityholders take responsibility for, nor can we provide assurance as to the reliability of, any other information that others may provide. The information contained in this prospectus is accurate only as of the date of this prospectus or such other date stated in this prospectus, and our business, financial condition, results of operations and/or prospects may have changed since those dates. This prospectus contains summaries of certain provisions contained in some of the documents described in this prospectus, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to in this prospectus have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described under “Where You Can Find More Information.”

Neither we nor the Selling Securityholders are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Except as otherwise set forth in this prospectus, neither we nor the Selling Securityholders have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.

This prospectus includes trademarks, tradenames and service marks, certain of which belong to AMPSA and others that are the property of other organizations. Solely for convenience, trademarks, tradenames and service marks referred to in this prospectus appear without the ®, TM and SM symbols, but the absence of those symbols is not intended to indicate, in any way, that AMPSA will not assert its rights or that the applicable owner will not assert its rights to these trademarks, tradenames and service marks to the fullest extent under applicable law. AMPSA does not intend its use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of AMPSA by these other parties.

 

1

 

MARKET AND INDUSTRY DATA

Given the specialized nature of the metal packaging markets in which AMPSA operates, there does not exist a relevant and reliable third-party source of much of the relevant market information presented in this prospectus. Therefore, estimates provided by AMPSA regarding these markets as set forth in this prospectus, as well as estimated market shares of AMPSA or its competitors, are largely based on AMPSA’s knowledge of these markets, developed primarily from analysis of public information, third-party reports to the extent available, competitors’ public announcements and regulatory filings and information gathered in the course of acquisitions. The data relating to market sizes, market share and market position are based on the most recent data available. This information has not been confirmed by an independent organization, nor can there be assurance that third parties would arrive at the same results were they to employ different methods for gathering, analyzing and calculating such data. Breakdowns of market shares were established on the basis of the AMP Business’s consolidated revenues and these data. Market positions and percentage shares are those that AMPSA believes it holds in terms of revenues. They are based on industry market sectors on which AMPSA’s business is arranged.

Certain additional information regarding the global packaging industry, generally, and the metal packaging sector, specifically, has been sourced from Smithers Pira.

Any third-party information described above and included in this prospectus has been accurately reproduced and, as far as AMPSA is aware and is able to ascertain from the information published by such third parties, the reproduced information is accurate and no facts have been omitted which would render such information inaccurate or misleading. Market share data is subject to change, however, and such third-party information has been prepared for statistical and other informational purposes, which is limited by the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market share.

AMP BUSINESS FINANCIAL STATEMENT PRESENTATION

The Combined Financial Statements of the AMP Business included in this prospectus have been prepared in accordance with IFRS. The AMP Business’s deemed transition date to IFRS and its interpretations as issued by the IASB is January 1, 2018. The preparation of financial statements in conformity with IFRS as issued by the IASB requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the AMP Business’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the combined financial statements, are disclosed in the financial statements.

The Combined Financial Statements included in this prospectus have been prepared based on a calendar year and are presented in U.S. dollars, rounded to the nearest million. Therefore, discrepancies in the tables between totals and the sums of the amounts listed may occur due to such rounding. The Combined Financial Statements have been prepared under the historical cost convention except for the following:

•

derivative financial instruments are stated at fair value; and

​

•

employee benefit obligations are measured at the present value of the future estimated cash flows related to benefits earned and pension assets valued at fair value.

​

 

2

 

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, references to “we,” “our,” “us,” the “Company,” or “AMPSA” generally refer to AMPSA and its consolidated subsidiaries.

In this document:

“AGSA” means Ardagh Group S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg, registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B 160804.

“AMP Business” means the business of developing, manufacturing, marketing and selling metal beverage cans and ends and related technical and customer services as engaged by AMPSA and its subsidiaries.

“AMP Entities” means as of the date hereof, Ardagh Metal Packaging S.A., Ardagh Metal Packaging Group Sarl, Ardagh Metal Packaging Holdings Sarl, Ardagh Metal Beverage Manufacturing Austria GmbH, Ardagh Metal Beverage Trading Austria GmbH, Ardagh Metal Beverage Holdings Brazil Ltda., Latas Indústria de Embalagens de Aluminio do Brasil Ltda., Ardagh Indústria de Embalagens Metálicas do Brasil Ltda., Ardagh Metal Beverage Holdings France S.A.S., Ardagh Metal Beverage Trading France S.A.S., Ardagh Metal Beverage France S.A.S., Ardagh Metal Beverage Holdings Germany GmbH, Ardagh Metal Beverage Germany GmbH, Recan GmbH (i.l.), SARIO Grundstücksvermietungsgesellschaft mbH & Co. Objekt Elfi KG (i.l.), Ardagh Metal Beverage Trading Germany GmbH, Ardagh Metal Beverage Associations GmbH, Ardagh Packaging Holdings Limited, Ardagh Metal Packaging Finance plc, Ardagh Metal Packaging Treasury Limited, Ardagh Metal Beverage Holdings Netherlands B.V., Ardagh Metal Beverage Netherlands B.V., Ardagh Metal Beverage Trading Netherlands B.V., Ardagh Metal Beverage Trading Poland Sp. z o.o, Ardagh Metal Beverage Poland Sp. z o.o, Recan Organizacja Odzysku Opakowan S.A., Ardagh Metal Beverage Serbia d.o.o., Ardagh Spain S.L., Ardagh Metal Beverage Trading Spain S.L., Ardagh Metal Beverage Spain S.L., Ardagh Metal Beverage Europe GmbH, Ardagh Metal Beverage Holdings UK Limited, Ardagh Metal Beverage Trading UK Limited, Ardagh Metal Beverage UK Limited, Ardagh Metal Packaging Holdings Limited, Ardagh Metal Beverage USA Inc., Ardagh Metal Packaging Finance USA LLC, and Ardagh MP USA Inc.

“AMPSA” means Ardagh Metal Packaging S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg, registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B 251465.

“AMPSA Shareholders” means holders of Shares.

“Ardagh Group” means AGSA and its consolidated subsidiaries.

“Articles” means the articles of association of AMPSA.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of February 22, 2021, as amended from time to time, by and among GHV, AMPSA, AGSA and MergeCo.

“Closing” means the consummation of the Merger.

“Closing Date” means the date of the Closing.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Combined Financial Statements” means the audited annual combined financial statements of the AMP Business as of December 31, 2020, 2019, 2018 and January 1, 2018 and for each of the three years in the period ended December 31, 2020 prepared in accordance with IFRS.

“Computershare” means Computershare Trust Company, N.A., AMPSA’s transfer agent, exchange agent and warrant agent.

 

3

 

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemic or disease outbreaks.

“Debt Financing” means the debt financing pursuant to the Commitment Letter (as defined in the Business Combination Agreement) or such other alternative financing arrangements to be incurred by the AMPSA Financing Parties (as defined in the Business Combination Agreement) in respect of the Transactions, in an amount which would yield net proceeds of not less than $2,315,000,000 and have an aggregate principal of no more than $2,800,000,000.

“Earnout Shares” means the up to 60,730,000 Shares to be issued to AGSA on the terms and subject to the conditions set forth in Section 3.6 of the Business Combination Agreement.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“GAAP” means United States generally accepted accounting principles.

“GHV” refers to Gores Holdings V, Inc., a Delaware corporation, which, following the Merger, was renamed to “Ardagh MP USA Inc.”

“GHV Class A Common Stock” means GHV’s Class A common stock, par value $0.0001 per share.

“GHV Class F Common Stock” means GHV’s Class F common stock, par value $0.0001 per share.

“GHV Common Stock” means the GHV Class A Common Stock and the GHV Class F Common Stock, collectively.

“GHV Sponsor” or “Sponsor” means Gores Sponsor V LLC, a Delaware limited liability company.

“GHV Sponsor Backstop” means the commitment of certain investors, pursuant to the Subscription Agreement (and joinders thereto entered into by such investors) entered into by and among the GHV Sponsor, GHV and AMPSA, to subscribe at a purchase price of $10.00 per share for a number of Shares equal to the aggregate redemption price of shares of GHV Class A Common Stock validly redeemed by the Public Stockholders divided by $10.00, up to a maximum of 9,500,000 Shares, but only if the aggregate purchase price for redeemed shares of GHV Class A Common Stock exceeds $1,000,000.

“GHV Units” means the 52,500,000 units issued in connection with the IPO, each of which consisted of one share of GHV Class A Common Stock and one-fifth of one Public Warrant, whereby each whole Public Warrant entitles the holder thereof to purchase one share of GHV Class A Common Stock at an exercise price of $11.50 per share of GHV Class A Common Stock.

“GHV Warrants” means the Public Warrants and the Private Placement Warrants.

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”) and related interpretations as adopted by the IASB.

“Initial Stockholders” means the previous holders of shares of GHV Class F Common Stock, including GHV’s Sponsor and Mr. Randall Bort, Mr. William Patton and Mr. Jeffrey Rea, GHV’s independent directors, together with Gores Pipe, LLC.

“IPO” means GHV’s initial public offering of GHV units, consummated on August 10, 2020, through the sale of 52,500,000 GHV Units (including 5,000,000 units sold pursuant to the underwriters’ partial exercise of their over-allotment option) at $10.00 per unit.

“MergeCo” means Ardagh MP MergeCo Inc., a Delaware corporation.

“Merger” means the merger of MergeCo with and into GHV, with GHV surviving the Merger as a wholly owned subsidiary of AMPSA, which occurred on August 4, 2021.

“Merger Effective Time” means the date and time as specified in the Certificate of Merger filed with the Secretary of State of the State of Delaware to effect the Merger.

“Nasdaq” means the Nasdaq Capital Market.

 

4

 

“Notes Offering” means the offering by AMPSA of €450 million 2.000% Senior Secured Notes due 2028, $600 million 3.250% Senior Secured Notes due 2028, €500 million 3.000% Senior Notes due 2029 and $1,050 million 4.000% Senior Notes due 2029, which was completed on March 12, 2021 and which constitutes the Debt Financing. The €450 million 2.000% Senior Secured Notes due 2028 and $600 million 3.250% Senior Secured Notes due 2028 were issued pursuant to the indenture dated March 12, 2021 by and among Ardagh Metal Packaging Finance USA LLC, Ardagh Metal Packaging Finance plc, AMPSA, Citibank, N.A., London Branch, and Citigroup Global Markets Europe AG, and which is filed as Exhibit 4.3 to the registration statement of which this prospectus forms a part. The €500 million 3.000% Senior Notes due 2029 and $1,050 million 4.000% Senior Notes due 2029 were issued pursuant to the indenture dated March 12, 2021 by and among Ardagh Metal Packaging Finance USA LLC, Ardagh Metal Packaging Finance plc, AMPSA, Citibank, N.A., London Branch, and Citigroup Global Markets Europe AG, and which is filed as Exhibit 4.4 to the registration statement of which this prospectus forms a part.

“NYSE” means The New York Stock Exchange.

“PIPE” or “PIPE Investment” means the private placement pursuant to which the Subscribers purchased 69,500,000 Shares, for a purchase price of $10.00 per share.

“PIPE Shares” means the 69,500,000 Shares issued to the Subscribers pursuant to the PIPE Investment.

“Pre-Closing Restructuring” means the series of transactions effected pursuant to the Transfer Agreement that resulted in, among other things, (a) the AMP Business being wholly owned by AMPSA and (b) any assets and liabilities relating to the business of AGSA (other than the AMP Business) that were held by the AMP Entities being transferred to subsidiaries of AGSA that are not the AMP Entities, and assets and liabilities relating to the AMP Business that are held by subsidiaries of AGSA (other than the AMP Entities) being transferred to the AMP Entities.

“Pre-Closing Restructuring Completion Date” means April 1, 2021, the date the Pre-Closing Restructuring was consummated.

“Private Placement Warrants” means the warrants to purchase GHV Class A Common Stock purchased in a private placement in connection with the IPO.

“Prospectus” means the prospectus included in this Registration Statement on Form F-1 (Registration No. 333-258749) filed with the SEC.

“Public Shares” means shares of GHV Class A Common Stock issued as part of the GHV Units sold in the IPO.

“Public Stockholders” means the holders of shares of GHV Class A Common Stock, provided, that GHV’s Initial Stockholders are considered a “Public Stockholder” only with respect to any Public Shares held by them.

“Public Warrants” means the warrants included in the GHV Units sold in the IPO, each of which is exercisable for one share of GHV Class A Common Stock, in accordance with its terms.

“Registration Rights and Lock-Up Agreement” means the Registration Rights and Lock-Up Agreement, dated as of August 4, 2021, by and among AGSA, AMPSA, GHV Sponsor and certain persons associated with GHV Sponsor, which is filed as Exhibit 10.2 to the registration statement of which this prospectus forms a part.

“Related Agreements” means, collectively, the Transfer Agreement, the Services Agreement, the Shareholders Agreement, the Subscription Agreement, the Registration Rights and Lock-Up Agreement and the Warrant Assignment, Assumption and Amendment Agreement.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Shareholders Agreement” means the Shareholders Agreement entered into by AGSA and AMPSA, effective as of the Merger Effective Time, and filed as Exhibit 10.3 to the registration statement of which this prospectus forms a part.

 

5

 

“Shares” means shares of AMPSA, with a nominal value of EUR 0.01 per share.

“Subscribers” means the investors that purchased Shares in the PIPE.

“Transactions” means collectively, the Business Combination, including the Pre-Closing Restructuring, the Debt Financing, the PIPE Investment, the Merger and the other transactions contemplated by the Business Combination Agreement and the Related Agreements, including the contribution to AMPSA of the GHV Class A Common Stock and the exchange of the GHV Warrants for warrants issued by AMPSA exercisable for Shares.

“Transfer Agreement” means the Transfer Agreement, dated as of February 22, 2021, as may be amended, by and between AGSA and AMPSA.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the Private Placement Warrants.

“Warrant Agreement” means the Warrant Agreement, dated August 10, 2020, by and between GHV and Continental Stock Transfer & Trust Company as warrant agent, as assigned to AMPSA and amended in accordance with the Warrant Assignment, Assumption and Amendment Agreement, dated August 4, 2021, by and among AMPSA, GHV, Computershare Inc. and Computershare Trust Company, N.A.

“Warrants” means the former GHV Warrants converted at the Merger Effective Time into a right to subscribe for Shares on substantially the same terms as were in effect immediately prior to the Merger Effective Time with respect to GHV Common Stock under the terms of the Warrant Agreement.

 

6

 

​

7

 

​

8

 

​

9

 

10

 

11

 

12

 

​

​

​

Year ended and as of December 31,

​

​

​

​

2020

​

​

2019

​

​

2018

​

​

​

​

(in $ millions, except ratios)

​

Income Statement Data(1)(2)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue

​

​

​

​

3,451

​

​

​

​

​

3,344

​

​

​

​

​

3,338

​

​

Cost of sales

​

​

​

​

(2,896)

​

​

​

​

​

(2,828)

​

​

​

​

​

(2,808)

​

​

Gross profit

​

​

​

​

555

​

​

​

​

​

516

​

​

​

​

​

530

​

​

Sales, general and administration expenses

​

​

​

​

(176)

​

​

​

​

​

(154)

​

​

​

​

​

(146)

​

​

Intangible amortization

​

​

​

​

(149)

​

​

​

​

​

(149)

​

​

​

​

​

(153)

​

​

Exceptional operating items(2)

​

​

​

​

(20)

​

​

​

​

​

(15)

​

​

​

​

​

(27)

​

​

Operating profit

​

​

​

​

210

​

​

​

​

​

198

​

​

​

​

​

204

​

​

Net finance expense(2)

​

​

​

​

(70)

​

​

​

​

​

(213)

​

​

​

​

​

(229)

​

​

Profit/(loss) before tax

​

​

​

​

140

​

​

​

​

​

(15)

​

​

​

​

​

(25)

​

​

Income tax expense(2)

​

​

​

​

(29)

​

​

​

​

​

(25)

​

​

​

​

​

(50)

​

​

Profit/(loss) after tax(1)

​

​

​

​

111

​

​

​

​

​

(40)

​

​

​

​

​

(75)

​

​

Balance Sheet Data

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

​

​

​

257

​

​

​

​

​

284

​

​

​

​

​

148

​

​

Working capital(3)

​

​

​

​

(99)

​

​

​

​

​

(139)

​

​

​

​

​

(9)

​

​

Total assets

​

​

​

​

4,254

​

​

​

​

​

4,066

​

​

​

​

​

4,023

​

​

Total borrowings(4)

​

​

​

​

2,835

​

​

​

​

​

2,780

​

​

​

​

​

2,723

​

​

Total invested capital

​

​

​

​

48

​

​

​

​

​

12

​

​

​

​

​

140

​

​

Net debt(5)

​

​

​

​

2,578

​

​

​

​

​

2,496

​

​

​

​

​

2,553

​

​

Other Data

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Depreciation and amortization(6)

​

​

​

​

315

​

​

​

​

​

290

​

​

​

​

​

288

​

​

Capital expenditure(7)

​

​

​

​

268

​

​

​

​

​

205

​

​

​

​

​

182

​

​

Net cash from operating activities

​

​

​

​

334

​

​

​

​

​

377

​

​

​

​

​

272

​

​

Net cash used in investing activities

​

​

​

​

(268)

​

​

​

​

​

(205)

​

​

​

​

​

(182)

​

​

Net outflow from financing activities

​

​

​

​

(98)

​

​

​

​

​

(36)

​

​

​

​

​

(90)

​

​

13

 

​

​

​

At December 31

​

​

​

​

2020

​

​

2019

​

​

2018

​

​

​

​

(in $ millions)

​

Balance sheet

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-current assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Intangible assets

​

​

​

​

1,884

​

​

​

​

​

1,937

​

​

​

​

​

2,099

​

​

Property, plant and equipment

​

​

​

​

1,232

​

​

​

​

​

1,076

​

​

​

​

​

953

​

​

Derivative financial instruments

​

​

​

​

9

​

​

​

​

​

1

​

​

​

​

​

18

​

​

Deferred tax assets

​

​

​

​

88

​

​

​

​

​

77

​

​

​

​

​

76

​

​

Other non-current assets

​

​

​

​

4

​

​

​

​

​

4

​

​

​

​

​

2

​

​

​

​

​

​

​

3,217

​

​

​

​

​

3,095

​

​

​

​

​

3,148

​

​

Current assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Inventories

​

​

​

​

250

​

​

​

​

​

268

​

​

​

​

​

238

​

​

Trade and other receivables

​

​

​

​

368

​

​

​

​

​

266

​

​

​

​

​

333

​

​

Contract asset

​

​

​

​

139

​

​

​

​

​

151

​

​

​

​

​

151

​

​

Derivative financial instruments

​

​

​

​

23

​

​

​

​

​

2

​

​

​

​

​

5

​

​

Cash and cash equivalents

​

​

​

​

257

​

​

​

​

​

284

​

​

​

​

​

148

​

​

​

​

​

​

​

1,037

​

​

​

​

​

971

​

​

​

​

​

875

​

​

TOTAL ASSETS

​

​

​

​

4,254

​

​

​

​

​

4,066

​

​

​

​

​

4,023

​

​

Invested capital

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Invested capital attributable to the AMP business

​

​

​

​

48

​

​

​

​

​

12

​

​

​

​

​

140

​

​

TOTAL INVESTED CAPITAL

​

​

​

​

48

​

​

​

​

​

12

​

​

​

​

​

140

​

​

Non-current liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Borrowings

​

​

​

​

2,793

​

​

​

​

​

2,738

​

​

​

​

​

2,036

​

​

Employee benefit obligations

​

​

​

​

219

​

​

​

​

​

184

​

​

​

​

​

151

​

​

Derivative financial instruments

​

​

​

​

2

​

​

​

​

​

9

​

​

​

​

​

2

​

​

Deferred tax liabilities

​

​

​

​

203

​

​

​

​

​

189

​

​

​

​

​

213

​

​

Provisions

​

​

​

​

20

​

​

​

​

​

3

​

​

​

​

​

3

​

​

​

​

​

​

​

3,237

​

​

​

​

​

3,123

​

​

​

​

​

2,405

​

​

Current liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Borrowings

​

​

​

​

42

​

​

​

​

​

42

​

​

​

​

​

682

​

​

Derivative financial instruments

​

​

​

​

12

​

​

​

​

​

13

​

​

​

​

​

15

​

​

Trade and other payables

​

​

​

​

843

​

​

​

​

​

810

​

​

​

​

​

712

​

​

Income tax payable

​

​

​

​

59

​

​

​

​

​

52

​

​

​

​

​

50

​

​

Provisions

​

​

​

​

13

​

​

​

​

​

14

​

​

​

​

​

19

​

​

​

​

​

​

​

969

​

​

​

​

​

931

​

​

​

​

​

1,478

​

​

TOTAL LIABILITIES

​

​

​

​

4,206

​

​

​

​

​

4,054

​

​

​

​

​

3,883

​

​

TOTAL INVESTED CAPITAL AND LIABILITIES

​

​

​

​

4,254

​

​

​

​

​

4,066

​

​

​

​

​

4,023

​

​

​

14

 

​

​

​

Year ended and as of December 31,

​

​

​

​

2020

​

​

2019

​

​

2018

​

​

​

​

(in $ millions)

​

Exceptional cost of sales

​

​

​

​

7

​

​

​

​

​

4

​

​

​

​

​

27

​

​

Exceptional sales, general and administration expenses

​

​

​

​

13

​

​

​

​

​

11

​

​

​

​

​

—

​

​

Exceptional operating items

​

​

​

​

20

​

​

​

​

​

15

​

​

​

​

​

27

​

​

Exceptional net finance expense

​

​

​

​

—

​

​

​

​

​

5

​

​

​

​

​

—

​

​

Exceptional income tax credit

​

​

​

​

(14)

​

​

​

​

​

(3)

​

​

​

​

​

(5)

​

​

Total exceptional items

​

​

​

​

6

​

​

​

​

​

17

​

​

​

​

​

22

​

​

​

​

​

Year ended and as of December 31,

​

​

​

​

2020

​

​

2019

​

​

2018

​

​

​

​

(in $ millions)

​

Inventories

​

​

​

​

250

​

​

​

​

​

268

​

​

​

​

​

238

​

​

Trade and other receivables

​

​

​

​

368

​

​

​

​

​

266

​

​

​

​

​

333

​

​

Contract asset

​

​

​

​

139

​

​

​

​

​

151

​

​

​

​

​

151

​

​

Trade and other payables

​

​

​

​

(843)

​

​

​

​

​

(810)

​

​

​

​

​

(712)

​

​

Current provisions

​

​

​

​

(13)

​

​

​

​

​

(14)

​

​

​

​

​

(19)

​

​

Working Capital

​

​

​

​

(99)

​

​

​

​

​

(139)

​

​

​

​

​

(9)

​

​

​

15

 

Revenue

​

​

Europe

​

​

Americas

​

​

Group

​

​

​

​

$’m

​

​

$’m

​

​

$’m

​

Revenue 2020

​

​

​

​

395

​

​

​

​

​

435

​

​

​

​

​

830

​

​

Organic

​

​

​

​

30

​

​

​

​

​

92

​

​

​

​

​

122

​

​

FX translation

​

​

​

​

39

​

​

​

​

​

—

​

​

​

​

​

39

​

​

Revenue 2021

​

​

​

​

464

​

​

​

​

​

527

​

​

​

​

​

991

​

​

Adjusted EBITDA

​

​

Europe

​

​

Americas

​

​

Group

​

​

​

​

$’m

​

​

$’m

​

​

$’m

​

Adjusted EBITDA 2020

​

​

​

​

70

​

​

​

​

​

69

​

​

​

​

​

139

​

​

Organic

​

​

​

​

8

​

​

​

​

​

19

​

​

​

​

​

27

​

​

FX translation

​

​

​

​

7

​

​

​

​

​

—

​

​

​

​

​

7

​

​

Adjusted EBITDA 2021

​

​

​

​

85

​

​

​

​

​

88

​

​

​

​

​

173

​

​

2021 margin %

​

​

​

​

18.3%

​

​

​

​

​

16.7%

​

​

​

​

​

17.5%

​

​

2020 margin %

​

​

​

​

17.7%

​

​

​

​

​

15.9%

​

​

​

​

​

16.7%

​

​

Revenue

​

​

Europe

​

​

Americas

​

​

Group

​

​

​

​

$’m

​

​

$’m

​

​

$’m

​

Revenue 2020

​

​

​

​

780

​

​

​

​

​

879

​

​

​

​

​

1,659

​

​

Organic

​

​

​

​

49

​

​

​

​

​

151

​

​

​

​

​

200

​

​

FX translation

​

​

​

​

71

​

​

​

​

​

—

​

​

​

​

​

71

​

​

Revenue 2021

​

​

​

​

900

​

​

​

​

​

1,030

​

​

​

​

​

1,930

​

​

Adjusted EBITDA

​

​

Europe

​

​

Americas

​

​

Group

​

​

​

​

$’m

​

​

$’m

​

​

$’m

​

Adjusted EBITDA 2020

​

​

​

​

124

​

​

​

​

​

130

​

​

​

​

​

254

​

​

Organic

​

​

​

​

15

​

​

​

​

​

40

​

​

​

​

​

55

​

​

FX translation

​

​

​

​

12

​

​

​

​

​

—

​

​

​

​

​

12

​

​

Adjusted EBITDA 2021

​

​

​

​

151

​

​

​

​

​

170

​

​

​

​

​

321

​

​

2021 margin %

​

​

​

​

16.8%

​

​

​

​

​

16.5%

​

​

​

​

​

16.6%

​

​

2020 margin %

​

​

​

​

15.9%

​

​

​

​

​

14.8%

​

​

​

​

​

15.3%

​

​

16

 

​

​

​

Three months ended June 30, 2021

​

​

​

​

Before exceptional items

​

​

Exceptional items

​

​

Total

​

​

​

​

$’m

​

​

$’m

​

​

$’m

​

Revenue

​

​

​

​

991

​

​

​

​

​

—

​

​

​

​

​

991

​

​

Cost of sales

​

​

​

​

(821)

​

​

​

​

​

(5)

​

​

​

​

​

(826)

​

​

Gross profit

​

​

​

​

170

​

​

​

​

​

(5)

​

​

​

​

​

165

​

​

Sales, general and administration expenses

​

​

​

​

(44)

​

​

​

​

​

(7)

​

​

​

​

​

(51)

​

​

Intangible amortization

​

​

​

​

(39)

​

​

​

​

​

—

​

​

​

​

​

(39)

​

​

Operating profit

​

​

​

​

87

​

​

​

​

​

(12)

​

​

​

​

​

75

​

​

17

 

​

​

​

Three months ended June 30, 2021

​

​

​

​

Before exceptional items

​

​

Exceptional items

​

​

Total

​

​

​

​

$’m

​

​

$’m

​

​

$’m

​

Net finance expense

​

​

​

​

(28)

​

​

​

​

​

6

​

​

​

​

​

(22)

​

​

Profit before tax

​

​

​

​

59

​

​

​

​

​

(6)

​

​

​

​

​

53

​

​

Income tax charge

​

​

​

​

(26)

​

​

​

​

​

(1)

​

​

​

​

​

(27)

​

​

Profit for the period

​

​

​

​

33

​

​

​

​

​

(7)

​

​

​

​

​

26

​

​

​

​	​	​	At June 30, 2021				​
​	​	​	$’m				​
Non-current assets	​	​	​	​	​	​	​
Intangible assets	​	​	​	​	1,774	​	​
Property, plant and equipment	​	​	​	​	1,493	​	​
Other non-current assets	​	​	​	​	147	​	​
​	​	​	​	​	3,414	​	​
Current assets	​	​	​	​	​	​	​
Inventories	​	​	​	​	301	​	​
Trade and other receivables	​	​	​	​	602	​	​
Contract asset	​	​	​	​	140	​	​
Cash and cash equivalents	​	​	​	​	587	​	​
Other current assets	​	​	​	​	87	​	​
​	​	​	​	​	1,717	​	​
TOTAL ASSETS	​	​	​	​	5,131	​	​
TOTAL EQUITY	​	​	​	​	(740)	​	​
Non-current liabilities	​	​	​	​	​	​	​
Borrowings including lease obligations	​	​	​	​	2,891	​	​
Other non-current liabilities	​	​	​	​	775	​	​
​	​	​	​	​	3,666	​	​
Current liabilities	​	​	​	​	​	​	​
Borrowings including lease obligations	​	​	​	​	48	​	​
Payables and other current liabilities	​	​	​	​	1,072	​	​
Promissory note payable to Ardagh	​	​	​	​	1,085	​	​
​	​	​	​	​	2,205	​	​
TOTAL LIABILITIES	​	​	​	​	5,871	​	​
TOTAL EQUITY and LIABILITIES	​	​	​	​	5,131	​	​

18

 

​	​	​	Three months ended June 30, 2021				​
​	​	​	$’m				​
Cash flows from operating activities	​	​	​	​	​	​	​
Cash from operations(2)	​	​	​	​	164	​	​
Interest paid	​	​	​	​	(4)	​	​
Income tax paid	​	​	​	​	(7)	​	​
Cash flows from operating activities	​	​	​	​	153	​	​
Cash flows used in investing activities	​	​	​	​	​	​	​
Purchase of business	​	​	​	​	(574)	​	​
Capital expenditure	​	​	​	​	(121)	​	​
Cash flows used in investing activities	​	​	​	​	(695)	​	​
Cash flows from financing activities	​	​	​	​	​	​	​
Changes in borrowings	​	​	​	​	2,763	​	​
Repayment of related party borrowings to Ardagh	​	​	​	​	(1,741)	​	​
Lease payments	​	​	​	​	(11)	​	​
Other financing cash flows	​	​	​	​	(10)	​	​
Net cash inflow from financing activities	​	​	​	​	1,001	​	​
Net increase in cash and cash equivalents	​	​	​	​	459	​	​
Cash and cash equivalents at beginning of period	​	​	​	​	130	​	​
Foreign exchange loss on cash and cash equivalents	​	​	​	​	(2)	​	​
Cash and cash equivalents at end of period	​	​	​	​	587	​	​

​

​

​

Drawn amount

​

​

Available liquidity

​

​

​

​

$’m

​

​

$’m

​

Senior Secured and Senior Notes

​

​

​

​

2,779

​

​

​

​

​

—

​

​

Lease obligations

​

​

​

​

194

​

​

​

​

​

—

​

​

Other borrowings/credit lines

​

​

​

​

5

​

​

​

​

​

—

​

​

Total borrowings / undrawn facilities

​

​

​

​

2,978

​

​

​

​

​

—

​

​

Deferred debt issue costs

​

​

​

​

(39)

​

​

​

​

​

—

​

​

Net borrowings / undrawn facilities

​

​

​

​

2,939

​

​

​

​

​

—

​

​

Cash and cash equivalents

​

​

​

​

(587)

​

​

​

​

​

587

​

​

Net debt / available liquidity

​

​

​

​

2,352

​

​

​

​

​

587

​

​

19

 

​	​	​	At June 30, 2021				​
​	​	​	$’m				​
Net Debt	​	​	​	​	2,352	​	​
LTM Adjusted EBITDA	​	​	​	​	613	​	​
Net debt to LTM Adjusted EBITDA(3)	​	​	​	​	3.8x	​	​

​	​	​	Three months ended June 30, 2021				​
​	​	​	$’m				​
Profit for the period	​	​	​	​	26	​	​
Income tax charge	​	​	​	​	27	​	​
Net finance expense	​	​	​	​	22	​	​
Depreciation and amortization	​	​	​	​	86	​	​
Exceptional operating items	​	​	​	​	12	​	​
Adjusted EBITDA	​	​	​	​	173	​	​
Movement in working capital	​	​	​	​	(1)	​	​
Capital expenditure	​	​	​	​	(121)	​	​
Lease payments	​	​	​	​	(11)	​	​
Adjusted operating cash flow	​	​	​	​	40	​	​
Interest paid	​	​	​	​	(4)	​	​
Income tax paid	​	​	​	​	(7)	​	​
Adjusted free cash flow	​	​	​	​	29	​	​

20

 

​

21

 

​

​

​

For the six months ended June 30, 2021 (unaudited)

​

​

For the three months ended March 31, 2021 (unaudited)

​

​

For the period From June 25, 2020 (inception) to December 31, 2020

​

Professional fees and other expenses

​

​

​

​

(6,821,587)

​

​

​

​

$

(5,492,509)

​

​

​

​

$

(756,417)

​

​

State franchise taxes, other than income tax

​

​

​

​

(100,000)

​

​

​

​

​

(50,000)

​

​

​

​

​

(87,882)

​

​

Warrant liability expense

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(11,222,500)

​

​

Gain/(allocated expense) from change in fair value of warrant liability

​

​

​

​

(502,500)

​

​

​

​

​

7,705,000

​

​

​

​

​

(792,306)

​

​

Net income/(loss) from operations

​

​

​

​

(7,424,087)

​

​

​

​

​

2,162,491

​

​

​

​

​

(12,859,105)

​

​

Other income – interest and dividend income

​

​

​

​

26,039

​

​

​

​

​

12,947

​

​

​

​

​

20,571

​

​

Income/(loss) before income taxes

​

​

​

​

(7,398,048)

​

​

​

​

$

2,175,438

​

​

​

​

​

(12,838,534)

​

​

Income tax benefit/(expense)

​

​

​

​

(172,983)

​

​

​

​

​

(172,983)

​

​

​

​

​

172,983

​

​

Net income/(loss) attributable to common shares

​

​

​

$

(7,571,031)

​

​

​

​

$

2,002,455

​

​

​

​

$

(12,665,551)

​

​

Per Share Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income/(loss) per ordinary share:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Class A Common Stock – basic and diluted

​

​

​

$

(0.12)

​

​

​

​

$

0.03

​

​

​

​

$

(1.08)

​

​

Class F Common Stock – basic and diluted

​

​

​

$

(0.12)

​

​

​

​

$

0.03

​

​

​

​

$

(1.08)

​

​

​

​

​

As of June 30, 2021

​

​

As of March 31, 2021

​

​

As of December 31, 2020

​

Working capital

​

​

​

$

(40,599,540)(1)

​

​

​

​

$

(31,012,963)(3)

​

​

​

​

$

(33,175,454)(5)

​

​

Total assets

​

​

​

$

525,324,411(2)

​

​

​

​

$

525,510,491(4)

​

​

​

​

$

526,253,459(6)

​

​

Total liabilities

​

​

​

$

59,252,342

​

​

​

​

$

49,864,936

​

​

​

​

$

52,610,359

​

​

Stockholders’ equity

​

​

​

$

(58,927,931)

​

​

​

​

$

(49,354,445)

​

​

​

​

$

(51,356,900)

​

​

​

22

 

​

23

 

​	​	​	Pro Forma Combined				​
​	​	​	(in $ millions unless otherwise denoted)				​
Revenue	​	​	​	$	3,451	​	​
Operating loss	​	​	​	$	(68)	​	​
Loss for the year attributable to equity holders	​	​	​	$	(127)	​	​
Basic and diluted weighted average number of Shares	​	​	​	​	603,283,097	​	​
Basic and diluted loss per share for the year attributable to equity holders	​	​	​	$	(0.21)	​	​

24

 

​	​	​	Pro Forma Combined				​
​	​	​	(in $ millions)				​
Total assets	​	​	​	$	4,600	​	​
Total borrowings(1)	​	​	​	$	2,920	​	​
Net debt(2)	​	​	​	$	2,317	​	​
Total equity	​	​	​	$	29	​	​

​

25

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes statements that are, or may be deemed to be, “forward-looking statements” within the meaning of the U.S. federal securities laws, including statements under the headings “Prospectus Summary,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are statements of future expectations and other forward-looking statements. Forward-looking statements can be identified by the use of forward-looking terminology such as “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “opportunity,” “plan,” “potential,” “predict,” “projected,” “should,” “strategy,” “suggests,” “targets,” “will,” “will be” or “would” or similar expressions or the negatives thereof, or other variations thereof, or comparable terminology, or by discussions of strategy, plans or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus and include statements regarding the intentions, beliefs or current expectations of management concerning, among other things, results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate.

You are cautioned that forward-looking statements are not guarantees of future performance and that actual results of operations, financial condition and liquidity, and the development of the industry in which the Company operates, may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this prospectus, those results or developments may not be indicative of results or developments in subsequent periods.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and actual financial condition, results of operations and cash flows. The development of the industry in which the Company operates may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements contained in this prospectus.

These statements are based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those anticipated by such statements. You should not place undue reliance on these forward-looking statements. As a result of the number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Factors that could cause such differences in actual results include:

•

the ability to maintain the listing of the Shares on NYSE following the Merger;

​

•

the risk that the Business Combination disrupts current plans and operations of AMPSA as a result of the announcement and consummation of the transactions described herein;

​

•

AMPSA’s ability to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of AMPSA to grow and manage growth profitably following the Merger;

​

•

costs related to the Business Combination;

​

•

changes in applicable laws or regulations;

​

•

the risk that AMPSA will need to raise additional capital to execute its current and future business plan, which may not be available on acceptable terms or at all;

​

•

the risk that AMPSA experiences difficulties in managing its growth and expanding operations;

​

•

the risk of global and regional economic downturns;

​

•

competition from other metal beverage packaging producers and manufacturers of alternative forms of packaging;

​

•

increases in metal beverage cans manufacturing capacity, without corresponding increases in demand;

​

 

26

 

•

the risk that AMPSA is unable to maintain relationships with its largest customers or suppliers;

​

•

the risk that AMPSA experiences less than expected levels of demand;

​

•

the risk of climate and water conditions, and the availability and cost of raw materials;

​

•

foreign currency, interest rate, exchange rate and commodity price fluctuations;

​

•

various environmental requirements;

​

•

the incurrence of debt and ability to generate cash to comply with financial covenants

​

•

AMPSA’s ability to execute a significant multi-year business growth investment program;

​

•

AMPSA’s ability to achieve expected operating efficiencies, cost savings and other synergies;

​

•

the availability and cost of raw materials;

​

•

costs and future funding obligations associated with post-retirement and post-employment obligations;

​

•

operating hazards, supply chain interruptions or unanticipated interruptions at AMPSA’s manufacturing facilities, including due to virus and disease outbreaks, labor strikes or work stoppages;

​

•

the discovery of new or different information regarding the recent cyber security incident described in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments,” the possibility that our mitigation and remediation efforts may not be successful, and other risks associated with the incident;

​

•

claims of injury or illness from materials used at AMPSA’s production sites or in its products;

​

•

regulation of materials used in packaging and consumer preferences for alternative forms of packaging;

​

•

retention of executive and senior management;

​

•

the possibility that AMPSA may be adversely affected by other economic, business, and/or competitive factors;

​

•

reliance on third party software and services to be provided by Ardagh Group;

​

•

risk of counterparties terminating servicing rights and contracts; and

​

•

other risks and uncertainties described in this prospectus, including those under “Risk Factors.”

​

The Company undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events, other than as required by law.

The foregoing factors and others described under “Risk Factors” should not be construed as exhaustive. There are other factors that may cause our actual results to differ materially from the forward-looking statements contained in this prospectus. Moreover, new risks emerge from time to time and it is not possible for us to predict all such risks. We cannot assess the impact of all risks on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual results. The Company urges you to read the sections of this prospectus entitled “Prospectus Summary,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a more complete discussion of the factors that could affect its future performance and the industry in which it operates.

The forward-looking statements are based on plans, estimates and projections as they are currently available to the management of AMPSA, and we do not undertake any obligation nor expect to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to the Company or to persons acting on behalf of the Company are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this prospectus.

 

27

 

RISK FACTORS

An investment in the Company’s securities carries a high degree of risk. In addition to the other information contained in this prospectus, including the matters addressed under the heading “Cautionary Note Regarding Forward-Looking Statements,” and the financial statements and related notes thereto included elsewhere in this prospectus, you should carefully consider the following risk factors before you decide to purchase the Company’s securities. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on AMPSA’s business, reputation, revenue, financial condition, results of operations, cash flows, working capital, and future prospects, in which event the market price of the Shares could decline, and you could lose part or all of your investment. Additional risks and uncertainties of which we are not presently aware or that we currently deem immaterial could also affect our business operations and financial condition.

Risks Relating to Our Business

AMPSA’s customers’ beverage products are principally used by consumers. If economic conditions affect consumer demand, AMPSA’s customers may be affected and so reduce the demand for AMPSA’s products. Additionally, the global credit, financial and economic environment could have a material adverse effect on AMPSA’s business, financial position, liquidity and results of operations.

Demand for AMPSA’s packaging depends on demand for the products that use its packaging, which is primarily consumer driven. General economic conditions may adversely impact consumer confidence resulting in reduced spending on AMPSA’s customers’ products and, thereby, reduced or postponed demand for AMPSA’s products.

Adverse economic conditions may also lead to more limited availability of credit, which may have a negative impact on the financial condition, particularly on the purchasing ability, of some of AMPSA’s customers and distributors and may also result in requests for extended payment terms, and result in credit losses, insolvencies and diminished sales channels available to AMPSA. AMPSA’s suppliers may have difficulties obtaining necessary credit, which could jeopardize their ability to provide timely deliveries of raw materials and other essentials to AMPSA. Adverse economic conditions may also lead to suppliers requesting credit support or otherwise reducing credit, which may have a negative effect on AMPSA’s cash flows and working capital.

Volatility in exchange rates may also increase the costs of AMPSA’s products that it may not be able to pass on to its customers; impair the purchasing power of its customers in different markets; result in significant competitive benefit to certain of its competitors that incur a material part of their costs in currencies different from those of AMPSA; hamper its pricing; or increase its hedging costs or limit its ability to hedge its exchange rate exposure.

Changes in global economic conditions may reduce AMPSA’s ability to forecast developments in its industry and plan its operations and costs accordingly, resulting in operational inefficiencies. Negative developments in AMPSA’s business, results of operations and financial condition due to changes in global economic conditions or other factors could cause ratings agencies to lower the credit ratings, or ratings outlook, of AMPSA’s short- and long-term debt and, consequently, impair AMPSA’s ability to raise new financing or refinance AMPSA’s existing borrowings, as applicable, or increase AMPSA’s costs of issuing any new debt instruments. Additionally, a significant weakening of AMPSA’s financial position or operating results due to changes in global economic conditions or other factors could result in noncompliance with AMPSA’s debt covenants and reduced cash flow from its operations, which, in turn, could adversely affect AMPSA’s ability to execute its long-term strategy to continue to expand its packaging activities through investing in existing and new facilities to increase its capacity in line with the 2021-2024 business growth investment program or, in the future, by selectively evaluating and opportunistically acquiring other businesses.

Furthermore, the economic outlook could be adversely affected by the risk that one or more current eurozone countries could leave the European Monetary Union, or the euro as the single currency of the eurozone could cease to exist. Either of these developments, or the perception that either of these developments is likely to occur, could have a material adverse effect on the economic development of the affected countries and could lead to severe economic recession or depression, and a general anticipation that such risks will

 

28

 

materialize in the future could jeopardize the stability of financial markets or the overall financial and monetary system. This, in turn, could have a material adverse effect on AMPSA’s business, financial position, liquidity and results of operations. See below “The United Kingdom’s withdrawal from the European Union may have a negative effect on AMPSA’s financial condition and results of operations.”

AMPSA faces competition from other metal packaging producers, as well as from manufacturers of alternative forms of packaging.

The sectors in which AMPSA operates are competitive and relatively mature. Prices for AMPSA’s products are primarily driven by raw material costs. Competition in the market is based on price, as well as on innovation, sustainability, design, quality and service. Increases in productivity, combined with potential surplus capacity from planned new investment in the industry, could result in pricing pressures in the future. AMPSA’s principal competitors include Ball Corporation, Crown Holdings and Can Pack. Some of AMPSA’s competitors may have greater financial, technical or marketing resources or may, in the future, have excess capacity. To the extent that any one or more of AMPSA’s competitors become more successful with respect to any key competitive factor, AMPSA’s ability to attract and retain customers could be materially and adversely affected, which could have a material adverse effect on its business. Moreover, changes in the global economic environment could result in reductions in demand for AMPSA’s products in certain instances, which could increase competitive pressures and, in turn, have a material adverse effect on its business.

AMPSA is subject to substantial competition from producers of packaging made from plastic, glass, carton and composites, for example, PET bottles for carbonated soft drinks. Changes in consumer preferences in terms of packaging materials, style and product presentation can significantly influence sales. An increase in AMPSA’s costs of production or a decrease in the costs of, or an increase in consumer demand for, alternative packaging could have a material adverse effect on its business, financial condition and results of operations.

Certain customers meet some of their metal beverage packaging requirements through self-manufacturing, reducing their external purchases of packaging. For example, AB InBev manufactures metal beverage packaging through its Metal Container Corporation subsidiary in the United States, as well as directly in Brazil. The potential vertical integration of AMPSA’s customers could introduce new production capacity in the market, which may create an imbalance between metal beverage packaging supply and demand. The growth of vertically integrated operations could have a material negative impact on AMPSA’s future performance.

An increase in metal beverage can manufacturing capacity, including that of AMPSA’s competitors, without a corresponding increase in demand for metal beverage can packaging could cause prices to decline, which could have a material adverse effect on AMPSA’s business, financial condition and results of operations.

The profitability of metal beverage packaging companies is heavily influenced by the supply of, and demand for, metal packaging. In response to increased demand for beverage cans, AMPSA and others, including all of AMPSA’s major competitors, have announced significant medium-term metal beverage can capacity expansions in the United States, Europe and Brazil.

AMPSA cannot assure you that metal beverage can manufacturing capacity in any of its markets, including the capacity of its competitors, will not increase further in the future, nor can AMPSA assure you that demand for metal beverage packaging will continue to meet or exceed supply. While the metal beverage can market is currently experiencing demand that exceeds supply, if in the future metal beverage can manufacturing capacity increases and there is no corresponding increase in demand, the prices AMPSA receives for its products could decline, which could have a material adverse effect on its business, financial condition and results of operations.

AMPSA is implementing a significant multi-year business growth investment program to increase its capacity. Failure to implement this program successfully may have a material impact on AMPSA’s business and results of operations.

In response to the positive forecast demand outlook for AMPSA’s metal beverage cans Ardagh Metal Packaging announced a $1.8 billion business growth investment program covering the period 2021 to 2024.

 

29

 

This program principally involves capacity expansion initiatives, including the installation of multiple new lines, line speed-ups, brownfield and greenfield development, as well as additional investments in automation, digitalization and other efficiency measures.

Successful implementation of this complex and extensive program will require the availability of skilled employees, project managers and consultants with the experience and know-how to ensure successful commissioning of capacity on time and budget and in line with our customers’ exacting requirements. It will also require the availability of specialist equipment, tooling, components, materials, related services and the required permits.

Failure to successfully complete these investment projects, including through a lack of suitably-skilled personnel, or through a lack of available equipment and materials on expected terms, or other delays or disruptions would impact AMPSA’s capacity expansion and other efficiency initiatives. This could adversely impact AMPSA’s ability to serve existing and new customers, thereby damaging its customer relationships, or could negatively affect AMPSA’s cost base and could have a material adverse effect on its business, financial condition and results of operations.

As AMPSA’s customers are concentrated, AMPSA’s business could be adversely affected if it were unable to maintain relationships with its largest customers.

AMPSA’s ten largest customers accounted for approximately 64% of its 2020 consolidated revenues.

AMPSA believes its relationships with these customers are good, but there can be no assurance that it will be able to maintain these relationships. Over 80% of AMPSA’s revenue is backed by multi-year supply agreements, ranging from two to seven years in duration. Although these arrangements have provided, and AMPSA expects they will continue to provide, the basis for long-term partnerships with its customers, there can be no assurance that AMPSA’s customers will not cease purchasing its products. These arrangements, unless they are renewed, expire in accordance with their respective terms and are terminable under certain circumstances, such as AMPSA’s failure to meet quality, volume or other contractual commitments. If customers unexpectedly reduce the amount of metal beverage cans they purchase from AMPSA, or cease purchasing its metal beverage cans altogether, AMPSA’s revenues could decrease and its inventory levels could increase, both of which could have an adverse effect on its business, financial condition and results of operations.

In addition, while AMPSA believes that the arrangements that it has with its customers will be renewed, there can be no assurance that such arrangements will be renewed upon their expiration or that the terms of any renewal will be as favorable to AMPSA as the terms of the current arrangements. There is also the risk that AMPSA’s customers may shift their filling operations to locations in which AMPSA does not operate. The loss of one or more of these customers, a significant reduction in sales to these customers or a significant change in the commercial terms of the relationships with these customers could have a material adverse effect on AMPSA’s business.

Further consolidation of AMPSA’s customer base may intensify pricing pressures or result in the loss of customers, either of which could have a material adverse effect on its business, financial condition and results of operations.

Some of AMPSA’s customers have previously acquired companies with similar or complementary product lines. For example, in 2016 AB InBev acquired SABMiller and in 2017 Heineken acquired Brasil Kirin. Such consolidation has increased the concentration of AMPSA’s sales with its largest customers and may continue in the future, potentially accompanied by pressure from customers for lower prices. Increased pricing pressures from AMPSA’s customers may have a material adverse effect on its business, financial condition and results of operations. In addition, this consolidation may lead manufacturers to rely on a reduced number of suppliers. If, following the combination of one of AMPSA’s customers with another company, a competitor was to be the main supplier to the consolidated companies, this could have a material adverse effect on its business, financial condition or results of operations.

AMPSA’s profitability could be affected by varied seasonal demands.

Demand for AMPSA’s products is seasonal. AMPSA’s sales in Europe and North America are typically, based on historical trends, greater in the second and third quarters of the year, with generally

 

30

 

lower sales in the first and fourth quarters. In Brazil, sales are typically strongest in the first and fourth quarters. Unseasonably cool weather during the summer months in each of its regions can reduce demand for certain beverages packaged in metal beverage cans, such as those manufactured by AMPSA.

Additionally, climate change and the increasing frequency of severe weather events could adversely affect demand for AMPSA’s products, its supply chain and the costs of inputs to its production and delivery of products in different regions around the world. Such severe weather events could have a material adverse effect on AMPSA’s business, financial condition or results of operations. For more information see “Climate change or legal, regulatory or other measures to address climate change or related concerns, may adversely affect AMPSA’s ability to conduct its business, including the availability and cost of resources required for its production processes.”

AMPSA’s profitability could be affected by the availability and cost of raw materials, including as a result of changes in tariffs and duties.

The raw materials that AMPSA uses, principally aluminum, have historically been available in adequate supply from multiple sources. For certain raw materials, however, there may be temporary shortages due to transportation, production delays impacting supplier plant output, pandemic outbreaks, including COVID-19, or other factors. In such an event, no assurance can be given that AMPSA would be able to secure its raw materials from sources other than AMPSA’s current suppliers on terms as favorable as its current terms, or at all. Any such shortages, as well as significant increases in the cost of any of the principal raw materials that AMPSA uses, including such shortages or material increases resulting from the introduction of tariffs, such as the introduction of tariffs of 10% on aluminum in the United States in 2018, which remain in effect, could have a material adverse effect on AMPSA’s business, financial condition and results of operations. Further tariffs, sanctions, duties, other trade actions or increases in AMPSA’s transportation costs, could have a material adverse effect on its business, financial condition and results of operations. Furthermore, the relative price of oil and its by-products may impact AMPSA’s business, by affecting transport, coatings, lacquer and ink costs. Additionally, certain energy sources are vital to our operations, and future increases in energy costs could result in a significant increase in our operating costs, which could, if we are not able to recover these costs, have a material adverse effect on our business, financial condition and results of operations.

The primary raw materials that AMPSA uses are aluminum ingot and, to a much lesser extent, steel. Aluminum ingot is traded daily as a commodity on the London Metal Exchange, which has historically been subject to significant price volatility. Because aluminum is priced in U.S. dollars, fluctuations in the U.S. dollar/euro rate also affect the euro cost of aluminum ingot. AMPSA’s business is exposed to both the availability of aluminum and the volatility of aluminum prices, including associated premia. While raw materials are generally available from a range of suppliers, they are subject to fluctuations in price and availability based on a number of factors, including general economic conditions, commodity price fluctuations (with respect to aluminum on the London Metal Exchange), the demand by other industries, such as automotive, aerospace and construction, for the same raw materials and the availability of complementary and substitute materials. In particular, the level of investment in beverage can capacity expansion by AMPSA and other beverage can producers will require a significant increase in can sheet production by the aluminum suppliers, which will in turn require significant investment and capital expenditures. Failure by the suppliers to increase capacity could cause supply shortages and significant increases in cost of these raw materials, notably aluminum. In addition, adverse economic or financial changes, industrial disputes or pandemic-related disruptions could impact AMPSA’s suppliers, thereby causing supply shortages or increasing costs for AMPSA’s business.

AMPSA may not be able to pass on all or substantially all raw material price increases. In addition, AMPSA may not be able to hedge successfully against raw material cost increases. Furthermore, aluminum prices are subject to considerable volatility in price and demand. While in the past sufficient quantities of aluminum have been generally available for purchase, these quantities may not be available in the future, and, even if available, AMPSA may not be able to continue to purchase them at current prices. Further increases in the cost of these raw materials could adversely affect AMPSA’s operating margins and cash flows.

The supplier industries from which AMPSA receives its raw materials are relatively concentrated, and this concentration can impact raw material costs. Over the last ten years, the number of major aluminum

 

31

 

and steel suppliers has decreased and there remains the possibility of further consolidation. Further consolidation could hinder AMPSA’s ability to obtain adequate supplies of these raw materials and could lead to higher prices for aluminum and steel.

The failure to obtain adequate supplies of raw materials or increases in the cost of these products could have a material adverse effect on AMPSA’s business, financial condition and results of operations.

Currency, interest rate fluctuations and commodity prices may have a material impact on AMPSA’s business.

AMPSA’s functional currency is the euro and AMPSA presents its financial information in U.S. dollar. Insofar as possible, AMPSA actively manages currency exposures through the deployment of assets and liabilities throughout AMPSA and, when necessary and economically justified, enters into currency hedging arrangements to manage its exposure to currency fluctuations by hedging against rate changes with respect to its functional currency, the euro. However, AMPSA may not be successful in limiting such exposure, which could adversely affect its business, financial condition and results of operations. In addition, AMPSA’s presented results may be impacted as a result of fluctuations in the U.S. dollar exchange rate versus the euro.

AMPSA has production facilities in 9 different countries worldwide. It also sells products to, and obtains raw materials from, entities located in these and different regions and countries globally. As a consequence, a significant portion of AMPSA’s consolidated revenue, costs, assets and liabilities are denominated in currencies other than the euro, which is AMPSA’s functional currency, particularly the U.S. dollar and the British pound. For the year ended December 31, 2020, 71% of AMPSA’s revenues were from countries with currencies other than the euro. The exchange rates between the currencies which AMPSA is exposed to, such as the euro, the U.S. dollar and the British pound, have fluctuated significantly in the past and may continue to do so in the future.

In addition to currency translation risk, AMPSA is subject to currency transaction risk. AMPSA’s policy is, where practical, to match net investments in foreign currencies with borrowings in the same currency. Fluctuations in the value of these currencies with respect to the euro may have a significant impact on AMPSA’s financial condition and results of operations.

Changes in exchange rates can affect AMPSA’s ability to purchase raw materials and sell products at profitable prices, reduce the value of its assets and revenues, and increase liabilities and costs.

AMPSA is also exposed to interest rate risk. Fluctuations in interest rates may affect AMPSA’s interest expense on debt and the cost of new financing. AMPSA may use cross currency interest rate swaps, or CCIRS, to manage this type of risk, but sustained increases in interest rates could nevertheless materially adversely affect its business, financial condition and results of operations.

AMPSA is exposed to changes in prices of its main raw materials, primarily aluminum and energy. Aluminum ingot is traded daily as a commodity on the London Metal Exchange, which has historically been subject to significant price volatility. Because aluminum is priced in U.S. dollars, fluctuations in the U.S. dollar/euro rate also affect the euro cost of aluminum ingot. The price and foreign currency risk on the aluminum purchases in AMPSA are hedged by entering into swaps under which we pay fixed euro and U.S. dollar prices, respectively. Furthermore, the relative price of oil and its by-products may materially impact our business, affecting our transport, lacquer and ink costs.

AMPSA uses derivative agreements to manage some of the material cost risk. The use of derivative contracts to manage AMPSA’s risk is dependent on robust hedging procedures. Increasing raw material costs over time has the potential, if AMPSA is unable to pass on price increases, to reduce sales volume and could therefore have a significant impact on its financial condition. AMPSA is also exposed to possible interruptions of supply of aluminum or other raw materials and any inability to purchase raw materials could negatively impact its operations.

As a result of the volatility of gas and electricity prices, AMPSA has developed an active hedging strategy to fix a significant proportion of its energy costs through contractual arrangements directly with its suppliers. AMPSA’s policy is to purchase gas and electricity by entering into forward price-fixing arrangements with suppliers for the bulk of its anticipated requirements for the year ahead. Such contracts

 

32

 

are used exclusively to obtain delivery of AMPSA’s anticipated energy supplies. Ardagh Metal Packaging does not net settle, nor does it sell within a short period of time after taking delivery. Ardagh Metal Packaging avails itself of the own use exemption and, therefore, these contracts are treated as executory contracts. Ardagh Metal Packaging typically builds up these contractual positions in tranches of approximately 10% of the anticipated volumes. Any gas and electricity which is not purchased under forward price-fixing arrangements is purchased under index tracking contracts or at spot prices. To the extent this hedging strategy is not effective, it could negatively impact AMPSA’s costs.

For a further discussion of these matters and the measures AMPSA has taken to seek to protect its business against these risks, see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

AMPSA’s inability to fully pass-through input costs may have an adverse effect on its financial condition and results of operations.

A significant number of AMPSA’s sales contracts with customers include provisions enabling AMPSA to pass-through increases and reductions in certain input costs, such as aluminum and coatings, which help it deliver consistent margins, although margin percentages may fluctuate as a result. Although contract structures have generally been improved in North America to more accurately reflect the components of AMPSA’s cost base, there can be no assurance that AMPSA will be in a position to fully recover increased input costs from all of its customers in the future.

AMPSA’s manufacturing facilities are subject to operating hazards.

AMPSA’s manufacturing processes include cutting, coating and shaping metal into containers. These processes, which are conducted at high speeds and involve operating heavy machinery and equipment, entail risks and hazards, including industrial accidents, leaks and ruptures, explosions, fires, mechanical failures and environmental hazards, such as spills, storage tank leaks, discharges or releases of toxic or hazardous substances and gases. These hazards may cause unplanned business interruptions, unscheduled downtime, transportation interruptions, personal injury and loss of life, severe damage to or the destruction of property and equipment, environmental contamination and other environmental damage, civil, criminal and administrative sanctions and liabilities, and third-party claims, any of which could have a material adverse effect on AMPSA’s business, financial condition and results of operations.

AMPSA is involved in a manufacturing process with fixed costs. Any interruption in the operations of AMPSA’s manufacturing facilities, including its supply chain, may adversely affect its business, financial condition and results of operations.

All of AMPSA’s manufacturing activities take place at facilities that it owns or that it leases under long-term leases. AMPSA conducts regular maintenance on all its operating equipment. However, AMPSA cannot provide assurance that it will not incur unplanned business interruptions due to equipment breakdowns, similar manufacturing problems or disruption to its IT and other automated processes, including through cyber security incidents, such as the recent cyber security incident that was discovered by AGSA in May 2021 and is described in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments,” or that such interruptions will not have an adverse impact on its business, financial condition and results of operations. In such a scenario, it is very unlikely that alternative production capacity would be available in the future. A disruption in such circumstances could have a material adverse effect on AMPSA’s business, financial condition and results of operations.

To the extent that AMPSA experiences any equipment failures or similar manufacturing problems, AMPSA may be required to make unplanned capital expenditures even though it may not have available resources at such time and it may not be able to meet customer demand, which would result in a loss of revenues. As a result, AMPSA’s liquidity may be impaired as a result of such expenditures and loss of revenues or the incurrence of unplanned capital expenditures.

A mechanical failure or disruption affecting any major operating line may result in a disruption of AMPSA’s ability to supply customers. The potential impact of any disruption would depend on the nature

 

33

 

and extent of the damage caused to such facility. For example, the AMPSA industry’s business model typically involves a beverage can ends plant supplying multiple beverage can plants. A failure or disruption in an ends plant could impact AMPSA’s ability to supply multiple customers with ends and any inability to source ends from another location could result in a material loss of sales. Further, AMPSA’s facilities in geographically vulnerable areas, including parts of the United States, may be disrupted by the occurrence of natural phenomena, such as earthquakes, hurricanes, floods and wildfires.

AMPSA may not be able to integrate any future acquisitions effectively.

AMPSA aims over the longer term to continue to expand its packaging activities. While this expansion strategy is expected to be largely focused on organic expansion and capital expenditure on existing and new facilities, it may in the future require AMPSA to capitalize on strategic opportunities, including the acquisition of existing businesses.

There is no certainty that any businesses AMPSA may acquire in the future will be effectively integrated. If AMPSA cannot successfully integrate acquired businesses within a reasonable time frame, it may not be able to realize the potential benefits anticipated from those acquisitions. AMPSA’s failure to successfully integrate such businesses and the diversion of management attention and other resources from its existing operations could have a material adverse effect on AMPSA’s business, financial condition and results of operations.

Furthermore, even if AMPSA is able to integrate successfully the operations of acquired businesses, it may not be able to realize the cost savings, synergies and revenue enhancements that it anticipates either in the anticipated amount or time frame, and the costs of achieving these benefits may be higher than, and the timing may differ from, what it expects. AMPSA’s ability to realize anticipated cost savings and synergies may be affected by a number of factors, including the following:

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the use of more cash or other financial resources on integration and implementation activities than AMPSA expects, including restructuring and other exit costs;

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conditions imposed in connection with obtaining required regulatory approvals; or

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increases in acquisition costs and expenses, which may offset the cost savings and other synergies realized from such acquisitions.

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To the extent AMPSA pursues an acquisition that causes it to incur unexpected costs or that fails to generate expected returns, this could have a material adverse effect on its business, financial condition and results of operations.

Climate change or legal, regulatory or other measures to address climate change or related concerns, may adversely affect AMPSA’s ability to conduct its business, including the availability and cost of resources required for its production processes.

There is a growing concern that carbon dioxide and other greenhouse gases (“GHG”) in the atmosphere have an adverse impact on global temperatures, weather and precipitation patterns and the frequency and severity of extreme weather conditions and natural disasters. The impact of climate change may over time affect AMPSA’s operations and the markets in which it operates. This could include changes in weather, resulting in reduced availability of inputs such as water, or increased costs of such inputs, and/or transitional risks such as technological development, policy and regulatory change, and market and economic responses. Measures to address climate change through laws and regulations, for example by requiring reductions in emissions of GHGs or the introduction of compliance schemes could create economic risks and uncertainties for AMPSA’s businesses, by increasing GHG related costs, the cost of abatement equipment to reduce emissions to comply with legal requirements on GHG emissions or required technological standards, as well as reduced demand for AMPSA’s products.

The vast majority of AMPSA’s scope 3 emissions arise in the various stages of the manufacture of the aluminum and steel coils that AMPSA purchases. In line with AMPSA’s commitment to Science Based Sustainability targets, AMPSA has a plan to reduce these emissions. AMPSA’s failure to meet its targets and to reduce its emissions risks reputational damage and could adversely impact demand for AMPSA’s products, resulting in an adverse impact on financial performance.

 

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AMPSA is subject to various environmental and other legal requirements and may be subject to new requirements of this kind in the future that could impose substantial costs upon AMPSA.

AMPSA’s operations and properties are subject to extensive laws, ordinances, regulations and other legal requirements relating to the protection of people and the environment. The laws and regulations that may affect AMPSA’s operations include requirements regarding remediation of contaminated soil, groundwater and buildings, water supply and use, natural resources, water discharges, air emissions, waste management, noise pollution, asbestos and other deleterious materials, the generation, storage, handling, transportation and disposal of regulated materials, product safety, and workplace health and safety. These laws and regulations are also subject to constant review by lawmakers and regulators which may result in further, including more stringent, environmental or health and safety legal requirements. AMPSA strives to mitigate risks related to environmental issues, including through the purchase of renewable energy, the adoption of sustainable practices, and by positioning itself as a sustainability leader in its industry.

AMPSA has incurred, and expects to continue to incur, costs to comply with such legal requirements, and these costs may increase in the future. Demands for more stringent pollution control devices could also result in the need for further capital upgrades to AMPSA’s plant operations. Further, in order to comply with air emission restrictions, significant capital investments may be necessary at some sites. AMPSA requires a variety of permits to conduct its operations, including operating permits such as those required under various U.S. laws, including the federal Clean Air Act, and the EU Industrial Emissions Directive water and trade effluent discharge permits, water abstraction permits and waste permits. AMPSA is in the process of applying for, or renewing, permits at a number of its sites. Failure to obtain and maintain the relevant permits, as well as noncompliance with such permits, could have a material adverse effect on AMPSA’s business, financial condition and results of operations.

If AMPSA violates or fails to comply with these laws and regulations or its permits, it could be subject to criminal, civil and administrative sanctions and liabilities, including substantial fines and orders, or a partial or total shutdown of its operations, as well as litigation, any of which could have a material adverse effect on its business, financial condition and results of operations.

In Europe, under the IED and its reference document for “Best Available Techniques” for metal manufacturing plants with surface treatment using solvents, permitted emissions levels from these plants including AMPSA’s are substantially reduced periodically. EU member states introduce lower permitted emission levels into national legislation, which could potentially result in stricter emission limits in the future. These types of changes could require additional investment in AMPSA’s affected operations. There may be greenhouse gas compliance or emission control schemes introduced in any jurisdiction on country and local municipality level which include metal packaging which may require any additional measures to control the emission of greenhouse gases could have a material adverse effect on AMPSA’s business, financial condition and results of operations.

Changes to the laws and regulations governing the materials that are used in AMPSA’s manufacturing operations may impact the price of such materials or result in such materials no longer being available, which could have a material adverse effect on AMPSA’s business, financial condition and results of operations. The European Union passed regulations concerning REACH, which place onerous obligations on the manufacturers and importers of substances, preparations and articles containing substances, and which may have a material adverse effect on AMPSA’s business. Furthermore, substances AMPSA uses may have to be removed from the market (under REACH’s authorization and restriction provisions) or need to be substituted by alternative chemicals, which may also adversely impact upon its operations.

Sites at which AMPSA operates often have a long history of industrial activities and may be, or have been in the past, engaged in activities involving the use of materials and processes that could give rise to contamination and result in potential liability to investigate or remediate, as well as claims for alleged damage to persons, property or natural resources. Liability may be imposed on AMPSA as an owner, occupier or operator of contaminated facilities. These legal requirements may apply to contamination at sites that AMPSA currently or formerly owned, occupied or operated, or that were formerly owned, occupied or operated by companies AMPSA acquired or at sites where it has sent waste offsite for treatment or disposal. Regarding assets acquired by AMPSA, AMPSA cannot provide assurance that its due diligence investigations

 

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identified or accurately quantified all material environmental matters related to the acquired facilities. AMPSA’s closure of a site may accelerate the need to investigate and remediate any contamination at the site.

In addition, AMPSA may be required to remediate contaminated third-party sites where it has sent waste for disposal. Liability for remediation of these third-party sites may be established without regard to whether the party disposing of the waste was at fault or the disposal activity was legal at the time it was conducted. For example, “Superfund” sites in the United States are the highest priority contaminated sites designated by the federal government as requiring remediation, and costs of their remediation tend to be high. Whether AMPSA will have any liability for investigation and remediation costs at any Superfund site or for costs relating to claims for natural resource damages, and what portion of the costs it must bear, has not been determined.

Changes in product requirements and their enforcement may have a material impact on AMPSA’s operations.

Changes in laws and regulations relating to deposits on, and any limits or restrictions to recycling of, metal packaging could adversely affect AMPSA’s business if implemented on a large scale in the major markets in which it operates. Changes in laws and regulations imposing restrictions on, and conditions for use of, food contact materials or on the use of materials and agents used in the production of AMPSA’s products could likewise adversely affect its business. Changes to health and food safety regulations could increase costs and also could have a material adverse effect on AMPSA’s revenues if, as a result, the public attitude toward end-products, for which it provides packaging, were substantially affected.

Additionally, the effectiveness of new standards, such as the ones related to recycling or deposits on different packaging materials, could result in excess costs or logistical constraints for some of AMPSA’s customers, which could choose to reduce their consumption and limit the use of metal packaging for their products. AMPSA could thus be forced to reduce, suspend or even stop the production of certain types of products. The regulatory changes could also affect AMPSA’s prices, margins, investments and activities, particularly if these changes resulted in significant or structural changes in the market for food packaging that might affect the market shares for metal packaging, the volumes produced or production costs.

Environmental concerns could lead U.S., Brazilian, European Union or United Kingdom bodies to implement other product regulations that are likely to impose restrictions on AMPSA and have a material adverse effect on its business, financial condition and results of operations. There is significant variation among countries where AMPSA sells its products in the limitation on certain constituents in packaging, which can have the effect of restricting the types of raw materials AMPSA uses. In turn, these restrictions can increase AMPSA’s operating costs, by requiring increased energy consumption or greater environmental controls.

AMPSA’s operations are subject to laws and regulations in multiple jurisdictions relating to some of the raw materials utilized in its container making process, such as epoxy-based coatings. Changes in regulatory agency statements, adverse information concerning bisphenol A or rulings made in certain jurisdictions may result in restrictions, for example, on bisphenol A in epoxy-based internal liners for some of AMPSA’s products. Such restrictions have required AMPSA, together with its respective suppliers and customers, to develop substitutes for relevant products to meet legal and customer requirements.

Increasing legal requirements on the reporting, due diligence and restricted use of “conflict minerals” originating from mines in the Democratic Republic of the Congo and adjoining countries as well as any increasing regulatory requirements on the bauxite or cassiterite value chain could bear reputational and compliance risks along the supply chain and affect the sourcing, availability and economics of minerals used in the manufacture of steel and aluminum beverage cans.

AMPSA could incur significant costs due to the location of some of its industrial sites in urban areas.

Obtaining, renewing or maintaining permits and authorizations issued by administrative authorities necessary to operate AMPSA’s production plants could be made more difficult due to the increasing urbanization of the sites where some of its manufacturing plants are located. Urbanization could lead to more stringent operating conditions (by imposing traffic restrictions for example), conditions for obtaining

 

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or renewing the necessary authorizations, the refusal to grant or renew these authorizations, or expropriations of these sites in order to allow urban planning projects to proceed.

The occurrence of such events could result in AMPSA incurring significant costs and there can be no assurance that the occurrence of such events would entitle AMPSA to partial or full compensation.

AMPSA may be subject to litigation, regulatory investigations, arbitration and other proceedings that could have an adverse effect on it.

AMPSA is currently involved in various litigation matters and anticipates that it will be involved in litigation matters from time to time in the future. The risks inherent in AMPSA’s business expose it to litigation, including personal injury, environmental litigation, contractual litigation with customers and suppliers, intellectual property litigation, tax or securities litigation, and product liability lawsuits. AMPSA cannot predict with certainty the outcome or effect of any claim, regulatory investigation, or other litigation matter, or a combination of these. If AMPSA is involved in any future litigation, or if its positions concerning current disputes are found to be incorrect, this may have an adverse effect on AMPSA’s business, financial condition and results of operations, including as a result of liabilities imposed on it, the costs associated with asserting its claims or defending such lawsuits, and the diversion of management’s attention to these matters.

AMPSA is subject to an extensive, complex and evolving legal and regulatory framework, which may expose AMPSA to investigations by governmental authorities, legal proceedings and fines.

AMPSA’s business encompasses multiple jurisdictions and complex legal and regulatory frameworks, including in relation to anti-trust, economic sanctions, anti-corruption and anti-money laundering matters. Laws and regulations in these areas are complex and constantly evolving and enforcement continues to increase. As a result, AMPSA may become subject to increasing limitations on its business activities and to the risk of fines or other sanctions for non-compliance. Additionally, AMPSA may become subject to governmental investigations and lawsuits by private parties. These could require significant expenditures and result in liabilities or governmental orders that could have a material adverse effect on AMPSA’s business, financial condition or results of operations.

Changes in consumer lifestyle, nutritional preferences, health-related concerns and consumer taxation could adversely affect AMPSA’s business.

Changes in consumer preferences and tastes could have an impact on demand for AMPSA’s customers’ products, which in turn could lead to reduced demand for AMPSA’s products. Certain end-products represent a significant proportion of AMPSA’s market. AMPSA’s ability to develop new product offerings for a diverse group of global customers with differing preferences, while maintaining functionality and spurring innovation, is critical to its success. This requires a thorough understanding of AMPSA’s existing and potential customers and end users on a global basis, particularly in potential high developing markets. Failure to adapt and deliver quality products that meet customer or end user needs, through research and development or licensing of new technology, ahead of competitors could have a material adverse effect on AMPSA’s business.

Additionally, public health and government officials have become increasingly concerned about the health consequences associated with over-consumption of certain types of beverages, such as sugar-sweetened beverages, including those produced by certain of AMPSA’s customers. For example, France and the United Kingdom have introduced taxes on drinks with added sugar and artificial sweeteners that companies produce or import. France has also imposed taxes on energy drinks using certain amounts of taurine and caffeine. As a result of these taxes, demand decreased temporarily in these countries, and the imposition of similar taxes in the future may lower the demand for certain soft drinks and beverages that AMPSA’s customers produce, which may cause its customers to respond by reducing their purchases of its metal packaging products. Consumer tax legislation and future attempts to tax sugar or energy drinks or to lower consumption of certain alcoholic and non-alcoholic categories in other jurisdictions could reduce the demand for AMPSA’s products and adversely affect its profitability.

 

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In addition, any decline in the popularity of these product types as a result of lifestyle, nutrition or health considerations, or AMPSA’s inability to adapt to customer needs, could have a significant impact on AMPSA’s customers and could have a material adverse effect on its business, financial condition and results of operations.

AMPSA faces costs and future funding obligations associated with post-retirement benefits provided to its employees, which could have an adverse effect on its financial condition.

As of December 31, 2020, AMPSA’s accumulated post-retirement benefit obligation was approximately $219 million, covering employees in multiple jurisdictions. The costs associated with these and other benefits to employees could have a material adverse effect on AMPSA’s financial condition.

AMPSA operates and contributes to pension and other post-retirement benefit schemes (including both single employer and multiple employer schemes) funded by a range of assets that include property, derivatives, equities and/or bonds. The value of these assets is heavily dependent on the performance of markets, which are subject to volatility. The liability structure of the obligations to provide such benefits is also subject to market volatility in relation to its accounting valuation and management. Additional significant funding of AMPSA’s pension and other post-retirement benefit obligations may be required if market underperformance is severe. In addition, AMPSA may have to make significant cash payments to some or all of these plans, including under guarantee agreements, as a consequence of this transaction or otherwise in the future, to provide additional funding, which would reduce the cash available for its businesses.

Under the United States Employee Retirement Income Security Act of 1974, as amended, the U.S. Pension Benefit Guaranty Corporation (“PBGC”) has the authority to terminate pension plans regulated by the PBGC if certain funding requirements are not met; any such termination would further accelerate the cash obligations related to such a pension plan.

Organized strikes or work stoppages by unionized employees could have a material adverse effect on AMPSA’s business.

Many of AMPSA’s operating companies are party to collective bargaining agreements with trade unions. These agreements cover the majority of AMPSA’s employees and although AMPSA considers its employee relations to be generally good, a prolonged work stoppage or strike at any facility with union employees could have a material adverse effect on its business, financial condition and results of operations. In addition, AMPSA cannot ensure that, upon the expiration of existing collective bargaining agreements, new agreements will be reached without union action or that AMPSA’s operating companies will be able to negotiate acceptable new contracts with trade unions, which could result in strikes by the affected workers and increased operating costs as a result of higher wages or benefits paid to union members. If unionized workers at AMPSA’s operating companies or any unionized workers were to engage in a strike or other work stoppage, AMPSA could experience a significant disruption of operations and/or higher ongoing labor costs, which may have a material adverse effect on its business, financial condition and results of operations.

Failure of control measures and systems resulting in faulty or contaminated product could have a material adverse effect on AMPSA’s business.

AMPSA has strict control measures and systems in place to ensure that the maximum safety and quality of its products is maintained. The consequences of a product not meeting these rigorous standards, due to, among other things, accidental or malicious raw materials contamination or due to supply chain contamination caused by human error or equipment fault, could be severe. Such consequences might include adverse effects on consumer health, litigation exposures, loss of market share, financial costs and loss of revenues.

In addition, if AMPSA’s products fail to meet rigorous standards, AMPSA may be required to incur substantial costs in taking appropriate corrective action (up to and including recalling products from consumers) and to reimburse customers and/or end-consumers for losses that they suffer as a result of this failure. Customers and end-consumers may seek to recover these losses through litigation and, under applicable legal rules, may succeed in any such claim, despite there being no negligence or other fault on AMPSA’s part. Placing an unsafe product on the market, failing to notify the regulatory authorities of a

 

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safety issue, failing to take appropriate corrective action and failing to meet other regulatory requirements relating to product safety could lead to regulatory investigation, enforcement action and/or prosecution. Any product quality or safety issue may also result in adverse publicity, which may damage AMPSA’s reputation. This could in turn have a material adverse effect on AMPSA’s business, financial condition and results of operations. Although AMPSA has not had material claims for damages for defective products in the past, and has not conducted any substantial product recalls or other material corrective action, these events may occur in the future.

In certain contracts, AMPSA provides warranties in respect of the proper functioning of its products and the conformity of a product to the specific use defined by the customer.

In addition, if a product contained in packaging manufactured by AMPSA is faulty or contaminated, it is possible that the manufacturer of the product may allege that AMPSA’s packaging is the cause of the fault or contamination, even if the packaging complies with contractual specifications. Furthermore, in certain countries, certain participants in the distribution chain refill bottles, even though they may not be designed for this purpose.

In case of the failure of packaging produced by AMPSA to open properly or to preserve the integrity of its contents, AMPSA could face liability to its customers and to third parties for bodily injury or other tangible or intangible damages suffered as a result. Such liability, if it were to be established in relation to a sufficient volume of claims or to claims for sufficiently large amounts, could have a material adverse effect on AMPSA’s business, financial condition and results of operations.

AMPSA’s existing insurance coverage may be insufficient and future coverage may be difficult or expensive to obtain.

Although AMPSA believes that its insurance arrangements provide adequate coverage for the risks inherent in its business, these insurance arrangements typically exclude certain risks and are subject to certain thresholds and limits. AMPSA cannot assure you that its property, plant and equipment and inventories will not suffer damages due to unforeseen events or that the proceeds available from its insurance arrangements will be sufficient to protect it from all possible loss or damage resulting from such events. As a result, AMPSA’s insurance coverage may prove to be inadequate for events that may cause significant disruption to its operations, which may have a material adverse effect on its business, financial condition and results of operations.

AMPSA may suffer indirect losses, such as the disruption of its business or third-party claims of damages, as a result of an insured risk event. While AMPSA carries business interruption coverage and general liability coverage, such coverage is to certain limitations, thresholds and limits, and may not fully cover all indirect losses.

AMPSA renews its insurance arrangements on an annual basis. The cost of coverage may increase to an extent that AMPSA may choose to reduce its coverage limits or agree to certain exclusions from its coverage. Among other factors, adverse political developments, security concerns and natural disasters in any country in which AMPSA operates, as well as claims experience in respect of risks, including cyber security, may materially adversely affect available insurance coverage and result in increased premiums for available coverage and additional exclusions from coverage.

AMPSA’s business may suffer if it does not retain its executive and senior management. AMPSA’s ability to successfully operate the business is largely dependent upon the efforts of certain key personnel of AMPSA.

AMPSA believes its future success depends, in part, on its experienced executive team, who are identified under “Management of AMPSA.” The loss of services of any of the members of AMPSA’s executive team, members of senior management or other key personnel could adversely affect its business until a suitable replacement can be found. There may be a limited number of persons with the requisite skills to serve in these positions and there is no assurance that AMPSA would be able to locate or employ such qualified personnel on terms acceptable to AMPSA or at all.

AMPSA’s ability to successfully operate the business is largely dependent upon the efforts of its key personnel. It is possible that AMPSA will lose some key personnel, the loss of which could negatively

 

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impact its operations and profitability. Although AMPSA does not anticipate that any of its executive and senior management will depart as a result of the Business Combination, the loss of key personnel could negatively impact its operations and profitability and its financial condition could suffer as a result.

The United Kingdom’s withdrawal from the European Union may have a negative effect on AMPSA’s financial condition and results of operations.

Approximately 11% of AMPSA’s total 2020 revenue was derived from revenues generated in the United Kingdom, and 3 of its 23 manufacturing facilities are located in the United Kingdom, as of December 31, 2020.

The relationship between the United Kingdom and the European Union is governed by a Withdrawal Agreement entered into at the end of January 2020, and a Trade and Cooperation Agreement, which took effect from January 1, 2021 (the “Brexit Agreements”). The Brexit Agreements provide for a zero tariff, zero quota arrangement on sales of goods and agriproducts between the United Kingdom and the European Union. Customs duties on goods originating outside the European Union or United Kingdom, or in the event that the zero tariff arrangements under the Brexit Agreements are amended or suspended, might lead to additional costs for products and materials shipped from the United Kingdom to Europe or from Europe to the United Kingdom respectively. Further, required changes to AMPSA’s business systems and processes in order to comply with newly introduced customs procedures may lead to additional costs.

More generally, differences in standards or processes or risk aversion may mean that some businesses choose not to serve other markets on a temporary or permanent basis, causing supplier disruption. Uncertainty remains regarding the impact of the withdrawal of the United Kingdom from the European Union (“Brexit”) and the Brexit Agreements on the United Kingdom and Europe, including among commercial parties in the United Kingdom and the European Union, financial institutions, suppliers and service providers and their respective customers. Any changes to the trading relationship between the United Kingdom and the European Union arising from the Brexit Agreements may adversely affect the cost or timing of imports, including aluminum and coatings.

Some of its customers are based in the United Kingdom and export outside the local United Kingdom market. These customers may experience reduced demand or delays arising from these post-Brexit arrangements. Although AMPSA seeks to export through channels where delays would be minimized, AMPSA has nonetheless experienced delays in the transport of certain products, consumables and other materials particularly in relation to shipments from the United Kingdom to the European Union. The impact of these delays, if prolonged, could adversely affect AMPSA’s financial condition and the results of AMPSA’s operations.

Brexit may also have an adverse impact on AMPSA’s business, employees and customers in the United Kingdom. In particular, the Brexit Agreements allow for the possibility of future changes in laws and regulations. Such changes could include import, tax and employment laws and regulations, which could adversely impact the results of operations of AMPSA’s United Kingdom business. For example, there is uncertainty with regard to the upcoming regulatory regime relating to environmental permits and permissions, with such environmental permits and permissions currently governed by the EU Industrial Emissions Directive (Directive 2010/75/EU). More burdensome requirements imposed by the new upcoming regulatory regime could require that AMPSA commits additional resources to ensure compliance and although AMPSA will use reasonable efforts to ensure such compliance, the introduction of new regulations increases the risk of non-compliance.

Further, continued political uncertainty as a result of Brexit may result in negative effects on credit markets, and foreign direct investments in Europe and the United Kingdom. It may also result in volatility in the British pound foreign exchange markets and interest rates. See also the risk factor entitled “Currency, interest rate fluctuations and commodity prices may have a material impact on AMPSA’s business.”

Brexit could also lead to legal and regulatory uncertainty and politically divergent national laws and regulations as a new relationship between the United Kingdom and the European Union is defined and the United Kingdom determines which European Union laws to replace or amend. Volatility in political, regulatory, economic or market conditions could adversely affect employment rates, increase consumer and

 

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commercial bankruptcy filings, negatively impact national and local economies, and cause other results that negatively affect household incomes.

The economic outlook could be further adversely affected by the risk that one or more European Union member states could also leave the European Union, the risk of a demand for independence by Scotland or Northern Ireland, or the risk that the euro as the single currency of any or all of the Eurozone member states could cease to exist. These developments, or the perception that any of them could occur, may have a material adverse effect on the stability of global financial markets, and could significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Asset valuations, currency exchange rates and credit ratings may be especially subject to increased market volatility. These negative impacts could adversely affect AMPSA’s business, financial condition and results of operations.

The COVID-19 pandemic and any future epidemics may have a negative impact on worldwide economic activity and AMPSA’s business.

The COVID-19 global pandemic and measures to prevent its spread has impacted AMPSA’s business in a number of ways.

The COVID-19 pandemic has reduced global economic activity resulting in lower demand for certain of AMPSA’s customers’ products and, therefore, the products AMPSA manufactures, though demand for “at-home” consumption has increased and therefore demand for many of AMPSA customers’ products and, as a result, for the products AMPSA manufactures, has proven to be resilient to date during the pandemic. The COVID-19 pandemic has at times caused, and may again give rise to an adverse effect on AMPSA’s operations, including disruptions to its supply chain and workforce and the incurrence of increased costs. Although AMPSA’s production has not been significantly impacted to date, its plants may be required to curtail or cease production in response to the spread of COVID-19. The COVID-19 impact on capital markets could also impact AMPSA’s cost of borrowing. In addition, AMPSA’s customers, distribution partners, service providers or suppliers may experience financial distress, file for bankruptcy protection, go out of business, or suffer disruptions in their business due to the outbreak of COVID-19, which would have a negative impact on AMPSA’s business. The extent of the impacts of the COVID-19 pandemic on AMPSA’s business and results of operations continues to be uncertain.

The ultimate significance of these disruptions, including the extent of their adverse impact on AMPSA’s financial and operational results, will be determined by the duration of the ongoing pandemic, its severity in the markets that AMPSA serves and the nature and efficacy of government and other regulatory responses, protective measures and vaccination programs, and the related impact on macroeconomic activity and consumer behavior.

If the COVID-19 pandemic continues unabated despite containment efforts, it could cause a severe economic slowdown and potentially an extended recession or depression, which would adversely affect the demand for AMPSA’s products or cause other unpredictable events, each of which would adversely affect its business, results of operations or financial condition. Any future epidemics may also have similar, or more severe, effects on global economic activity and on AMPSA’s business, results of operations or financial condition.

Increasing privacy and data security obligations or a significant data breach may adversely affect AMPSA’s business.

AMPSA will continue its efforts to meet its data security obligations and manage evolving cybersecurity threats, including events such as the recent cyber security incident that was discovered by AGSA in May 2021 and is described in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments.” Because the investigation of this incident is ongoing, it is unclear whether any data of AMPSA’s employees, customers or suppliers was compromised as a result of this incident. The loss, disclosure, misappropriation of or access to employees’ or business partners’ information or its failure to meet its obligations could result in lost revenue, increased costs, legal claims or proceedings, liability or regulatory penalties. A significant data breach or AMPSA’s failure to meet its obligations could adversely affect AMPSA’s reputation and financial condition.

 

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AMPSA’s heavy reliance on technology and automated systems to operate its business could mean any significant failure or disruption of the technology or these systems could materially harm its business.

Similar to most other business entities, AMPSA depends on automated systems and technology to operate its business, including accounting systems, manufacturing systems and telecommunication systems. AMPSA operates a cyber and information risk management program, including operating a global information security function, which partners with global leaders in the security industry to deliver an integrated information and cyber risk management service using state-of-the-art technologies in areas including antivirus & anti-malware, email and web security platforms, firewalls, intrusion detection systems, cyber threat intelligence services and advanced persistent threat detection. Such services are provided by Ardagh Group S.A. pursuant to the Services Agreement. AMPSA also partners with global leaders to deliver high availability and resilient systems and communication platforms. However, these systems could suffer substantial or repeated disruptions due to various events, many of which are beyond AMPSA’s control, including natural disasters, power failures, terrorist attacks, equipment or software failures, computer viruses or cyber security attacks.

On May 17, 2021, AGSA announced that it had recently experienced a cyber security incident, the response to which included temporarily shutting down certain IT systems and applications used by the AMP Business, as described in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments.”

Substantial or repeated systems failures or disruptions, including through not effectively remediating systems failures, cyber security incidents and other disruptions, could result in the unauthorized release of confidential or otherwise protected information, improper use of AMPSA’s systems and networks, defective products, harm to individuals or property, contractual or regulatory actions and fines, penalties and potential liabilities, production downtime and operational disruptions and loss or compromise of important data, which may result in increased costs and lost revenue and competitiveness and may negatively impact its reputation, any of which could adversely affect AMPSA’s business, results of operations and financial condition. Increased global IT security threats and more sophisticated and targeted computer crime may further increase this risk.

AMPSA’s substantial debt could adversely affect its financial health and its ability to effectively manage and grow its business.

AMPSA incurred approximately $2.8 billion aggregate principal amount of indebtedness in connection with the Pre-Closing Restructuring. For more information, see the description of AMPSA’s debt facilities and the table outlining its principal financing arrangements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.” Additionally, on August 6, 2021, AMPSA and certain of its subsidiaries entered into a Global Asset Based Loan Facility in the amount of $300 million, which amount will be increased to $325 million upon the delivery to the lenders of certain corporate authorizations.

AMPSA’s substantial debt could have important negative consequences for AMPSA and for its shareholders. For example, AMPSA’s substantial debt could:

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require it to dedicate a large portion of its cash flow from operations to service debt and fund repayments on its debt, thereby reducing the availability of its cash flow to fund working capital, capital expenditures and other general corporate purposes;

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increase its vulnerability to adverse general economic or industry conditions;

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limit its flexibility in planning for, or reacting to, changes in its business or industry;

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limit its ability to raise additional debt or equity capital in the future;

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restrict AMPSA from making strategic acquisitions or exploiting business opportunities; and

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place AMPSA at a competitive disadvantage compared to its competitors that have less debt.

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In addition, debt under the Global Asset Based Loan Facility bears, and AMPSA expects that in the future a portion of its debt may bear, interest at variable rates that are linked to changing market interest

 

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rates. Although AMPSA may hedge a portion of its exposure to variable interest rates by entering into interest rate swaps, AMPSA cannot assure you that it will do so in the future. As a result, an increase in market interest rates would increase AMPSA’s interest expense and debt service obligations, which would exacerbate the risks associated with its leveraged capital structure.

Further, notwithstanding AMPSA’s current indebtedness levels and restrictive covenants, AMPSA may still be able to incur substantial additional debt or make certain restricted payments, which could exacerbate the risks described above.

Negative developments in AMPSA’s business, results of operations and financial condition due to changes in global economic conditions or other factors could cause ratings agencies to lower the credit ratings, or ratings outlook, of its short- and long-term debt and, consequently, impair its ability to raise new financing or refinance its current borrowings and increase its costs of issuing any new debt instruments.

If AMPSA fails to maintain an effective system of disclosure controls and internal control over financial reporting, its ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a listed company on NYSE, AMPSA is subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules adopted, and to be adopted, by the SEC and NYSE. The requirements of these rules and regulations make some activities more difficult, time consuming and costly.

The Sarbanes-Oxley Act requires, among other things that, as a listed company, AMPSA’s principal executive officer and principal financial officer certify the effectiveness of its disclosure controls and procedures and its internal controls over financial reporting. AMPSA continues to develop and refine its disclosure controls and procedures and its internal control over financial reporting. However, AMPSA has not yet assessed its internal control over financial reporting for the purposes of complying with item 404 of the Sarbanes-Oxley Act and will only be required to do so beginning with the fiscal year ended December 31, 2022. Material weaknesses in AMPSA’s internal control over financial reporting may be discovered in the future. Any failure to maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm AMPSA’s operating results or cause it to fail to meet its reporting obligations and may result in a restatement of AMPSA’s financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of management evaluations and independent registered public accounting firm audits of AMPSA’s internal control over financial reporting. Ineffective disclosure controls and procedures or ineffective internal control over financial reporting could also cause investors to lose confidence in AMPSA’s reported financial information.

Anti-takeover provisions in AMPSA’s Articles might discourage or delay attempts to acquire it.

AMPSA’s Articles contain provisions that may make the acquisition of AMPSA more difficult, including the following:

•

Classified Board.   AMPSA’s board of directors is classified into three classes of directors that are, as nearly as possible, of equal size. Each class of directors will be elected for a three-year term of office, but the terms are staggered so that the term of only one class of directors expires at each annual general meeting (“AGM”). The existence of a classified board could impede a proxy contest or delay a successful tender offeror from obtaining majority control of the board of directors, and the prospect of that delay might deter a potential offeror.

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•

Notice Requirements for Shareholder Proposals.   Luxembourg law and AMPSA’s Articles provide that one or more shareholders together holding at least 10% of the share capital of AMPSA may request the addition of one or more items to the agenda of any general meeting. The request must be sent to the registered office by registered mail, at least five clear days before the meeting is held. AMPSA’s Articles also specify certain requirements regarding the form and content of a shareholder’s notice. These requirements may make it difficult for AMPSA’s shareholders to bring matters before a general meeting.

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•

Special Resolutions.   AMPSA’s Articles require special resolutions adopted at an extraordinary general meeting for any of the following matters, among other things: (a) an increase or decrease of the authorized or issued capital, (b) an amendment to the Articles and (c) dissolving AMPSA. Pursuant to AMPSA’s Articles, for any special resolutions to be considered at a general meeting the quorum is in excess of one-half (1∕2) of the share capital in issue present in person or by proxy unless otherwise mandatorily required by Luxembourg law. If such quorum is not met at a first extraordinary general meeting, a second meeting may be convened, and such second meeting shall validly deliberate regardless of the proportion of the capital represented. Any special resolution may be adopted at a general meeting at which a quorum is present (except as otherwise provided by mandatory law) by the affirmative votes of at least two-thirds (2∕3) of the votes validly cast on such resolution by shareholders entitled to vote.

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These anti-takeover provisions could discourage, delay or prevent a transaction involving a change in control of AMPSA, even if such transaction would benefit its shareholders.

AMPSA’s ability to operate its business effectively depends in large part on certain administrative and other support functions provided to it by Ardagh Group pursuant to the Services Agreement. Following the expiration or termination of the Services Agreement, AMPSA’s ability to operate its business effectively may suffer if it is unable to cost-effectively establish its own administrative and other support functions in order to operate as a stand-alone company.

AMPSA will rely on certain administrative and other resources of Ardagh Group, including information technology, financial reporting, tax, treasury, human resources, procurement, insurance and risk management and legal services, to operate its business. In connection with the Pre-Closing Restructuring, AMPSA entered into a mutual Services Agreement with Ardagh Group to retain the ability to use these Ardagh Group resources. The mutual Services Agreement may be terminated as to any services or entirely by either AMPSA or Ardagh Group and for any reason as of and from December 31, 2024 or by either party upon a change of control of the other party, in either case with nine months’ prior written notice to the party undergoing a change of control. See the section entitled “Certain Relationships and Related Person Transactions — Services Agreement.” These services may not be sufficient to meet AMPSA’s needs and may not be provided at the same level as when the entities comprising AMPSA was part of Ardagh Group. AMPSA and Ardagh Group rely on the other to perform its obligations under the Services Agreement. If Ardagh Group were unable to satisfy its material obligations under the agreement, or if the agreement is terminated as to any services or entirely, AMPSA may not be able to obtain such services at all or obtain the services on terms as favorable as those in the Services Agreement, and could as a result suffer operational difficulties or significant losses.

In addition, the price for the corporate services provided pursuant to the Services Agreement have been fixed for calendar years 2021 through 2024 (subject to certain adjustments for third party pass-through costs and variations in volume-based services), but as of December 31, 2024, or if earlier, the date upon which AMPSA or Ardagh Group undergoes a change of control, the services will be provided at a price equal to the fully allocated cost of such services, or such other price to be negotiated in good faith by the parties, taking into consideration various factors, including the cost of providing such services and the level of services expected to be provided. There are no assurances that these fixed fees are more favorable than the price that AMPSA would have been able to pay if it obtained such services at a price equal to the fully allocated cost of such services or, if it had obtained such services from one or more third parties. There are also no assurances that the price of the services, when adjusted as of December 31, 2024 or upon a change of control of AMPSA or Ardagh Group, will not be significantly greater than the fixed price established for these services prior to such adjustment. In addition, prior to the date on which the Services Agreement was entered into, AMPSA and its subsidiaries have received informal support from Ardagh Group as wholly owned subsidiaries of Ardagh Group, and the level of this informal support may diminish following the Business Combination and as AMPSA becomes a more independent company. Any failure or significant interruption of AMPSA’s own administrative systems or in Ardagh Group’s administrative systems during the term of the Services Agreement could result in unexpected costs, impact AMPSA’s results or prevent it from paying its suppliers or employees and performing other administrative services on a timely basis.

 

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AMPSA may have received better terms from unaffiliated third parties than the terms it has received in the Services Agreement with Ardagh Group.

The terms of the Services Agreement were agreed while AMPSA was a wholly owned subsidiary of Ardagh Group and in the context that Ardagh Group will have a controlling interest of AMPSA following the Merger. Accordingly, during the period in which the Services Agreement was prepared, AMPSA did not have an independent board of directors or a management team that was independent of Ardagh Group. As a result, the terms of the agreement may not reflect terms that would have resulted from arms’-length negotiations between unaffiliated third parties and any such arms’ length negotiations with an unaffiliated third party may have resulted in more favorable terms to AMPSA.

AMPSA does not have a history as a separate public company.

In the past, AMPSA’s operations have been a part of Ardagh Group and Ardagh Group provided it with certain financial, operational and managerial resources for conducting its business. Following the Merger, while a number of these resources continue to be at Ardagh Group and used to provide services to AMPSA under the Service Agreement, AMPSA performs certain of its own financial, operational and managerial functions. There are no assurances that AMPSA will be able to successfully put in place the financial, operational and managerial resources necessary to perform these functions.

The AMP Business historical financial results and Combined Financial Statements may not be representative of AMPSA’s results as a separate company.

The AMP Business historical financial information included in this prospectus has been derived on a carve-out basis from the consolidated financial statements and accounting records of Ardagh Group and does not necessarily reflect what AMPSA’s financial position, results of operations or cash flows would have been had it been a separate company during the periods presented. Although Ardagh Group did account for AMPSA’s business as separate reporting segments, AMPSA was not operated as a separate company for the historical periods presented. The historical costs and expenses reflected in the Combined Financial Statements include an allocation for certain corporate functions historically provided by Ardagh Group, most of which continue to be provided pursuant to the Services Agreement. These allocations were based on what management considered to be reasonable reflections of the historical utilization levels of these services required in support of AMPSA’s business. The historical information does not necessarily reflect what the cost to AMPSA of these functions will be in the future, pursuant to the Services Agreement or otherwise. For additional information in relation to materially significant related party transactions during the years ended December 31, 2020, 2019 and 2018 , see note disclosures 2, 5, 15, 16, 17, 18 and 22 to the Combined Financial Statements as of and for the fiscal years ended December 31, 2020, 2019 and 2018 included elsewhere in this prospectus. Any further related party transactions in the fiscal years ended December 31, 2020, 2019 and 2018 were both immaterial and no more than incidental in nature.

A significant write down of goodwill would have a material adverse effect on AMPSA’s financial condition and results of operations.

Goodwill at December 31, 2020 totaled $1.06 billion. AMPSA evaluates goodwill annually following approval of the annual budget or whenever indicators suggest that impairment may have occurred. The determination of the recoverable amounts of goodwill requires the use of estimates and assumptions which are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The resulting accounting estimates will, by definition, seldom equal the related actual results. As described further in the Combined Financial Statements included elsewhere in this prospectus, AMPSA uses the value in use (“VIU”) model for the purposes of goodwill impairment testing, as this reflects the intention to hold and operate the assets. However, if an impairment indicator exists for a CGU, AMPSA also uses the fair value less costs of disposal (“FVLCD”) model in order to establish the recoverable amount being the higher of the VIU model and FVLCD model when compared to the carrying value of the CGU. Sensitivity analysis is performed reflecting potential variations in assumptions. Future changes in the estimates and assumptions used in the VIU or FVLCD models, general market conditions, or other factors may cause the goodwill to be impaired, resulting in a non-cash charge

 

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against results of operations to write down goodwill for the amount of the impairment. If a significant write down is required, the charge would have a material adverse effect on AMPSA’s financial condition and results of operations.

The results of operations of AMPSA may differ significantly from the unaudited pro forma financial data included in this prospectus.

This prospectus includes unaudited pro forma condensed combined financial statements for AMPSA after giving effect to the Business Combination. The unaudited pro forma condensed combined income statement combines GHV’s historical audited statement of operations for the period from June 25, 2020 (inception) to December 31, 2020, as included elsewhere in this prospectus, with the AMP Business’s historical audited combined income statement for the twelve months ended December 31, 2020, as included elsewhere in this prospectus, and gives pro forma effect to the Business Combination as if it had occurred as of January 1, 2020. The unaudited pro forma condensed combined statement of financial position combines GHV’s historical audited balance sheet as of December 31, 2020, as included elsewhere in this prospectus, and the AMP Business’s historical audited combined statement of financial position as of December 31, 2020, as included elsewhere in this prospectus and gives pro forma effect to the Business Combination as if it had been consummated as of December 31, 2020.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the Business Combination been consummated on the dates indicated above, or the future consolidated results of operations or financial position of AMPSA. Accordingly, AMPSA’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this document. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

AMPSA is controlled by Ardagh Group, whose interests may conflict with AMPSA’s interests and the interests of other shareholders.

Ardagh Group owns approximately 81.85% of the outstanding Shares. In addition, pursuant to the Registration Rights and Lock-Up Agreement, Ardagh Group’s ability to sell its Shares is restricted for 180 days from the closing of the Merger. As a controlling shareholder of AMPSA, Ardagh Group is able to exercise significant influence over AMPSA’s business policies and affairs, including the composition of its board of directors and any action requiring approval of its shareholders. In addition, as long as Ardagh Group beneficially owns a specified number of the outstanding shares of AMPSA, pursuant to the Shareholders Agreement, Ardagh Group has the right to designate a specified number of directors, including the chair, to AMPSA’s board of directors, receive access to certain information for the benefit of Ardagh Group, approve certain significant actions of AMPSA, receive AMPSA’s cooperation with certain matters relating to AMPSA, and access certain information for registration rights with respect to its shares of AMPSA. For more information, see the section entitled “Certain Relationships and Related Person Transactions — Shareholders Agreement.”​

Additionally, being a controlled company, relevant risks materializing at the ultimate parent level could have a negative impact on AMPSA’s share price, financial condition, credit ratings or reputation. It is also possible that Ardagh Group’s controlling shareholders may take actions in relation to AMPSA’s business that are not entirely in its best interests or the best interests of the other shareholders of Ardagh Group or those of AMPSA.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of AMPSA’s income or other tax returns could adversely affect AMPSA’s financial condition and results of operations.

AMPSA will be subject to income taxes in the Grand Duchy of Luxembourg and other jurisdictions, and AMPSA’s tax liabilities will be subject to the allocation of expenses in differing jurisdictions. AMPSA’s future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

 

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•

changes in the valuation of AMPSA’s deferred tax assets and liabilities;

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•

expected timing and amount of the release of any tax valuation allowances;

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•

tax effects of stock-based compensation;

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•

costs related to intercompany restructurings;

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•

changes in tax laws, regulations or interpretations thereof; or

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•

lower than anticipated future earnings in jurisdictions where AMPSA has lower statutory tax rates and higher than anticipated future earnings in jurisdictions where AMPSA has higher statutory tax rates.

​

In addition, AMPSA may be subject to audits of AMPSA’s income, sales and other transaction taxes by taxing authorities. Outcomes from these audits could have an adverse effect on AMPSA’s financial condition and results of operations.

Risks Related to AMPSA’s Securities

Future sales of the Shares, including by Ardagh Group, the Subscribers and the GHV Sponsor could have a negative impact on the price of the Shares.

Future sales of the Shares, or securities exercisable for the Shares, including by the Subscribers, the GHV Sponsor and Ardagh Group, or the perception that sales may be made by these shareholders could significantly reduce the market price of the Shares. Further, even if none of these shareholders sell a large number of the Shares into the market, their right to sell their Shares as contemplated by these agreements may depress the price of the Shares. Following the effectiveness of the registration statement of which this prospectus forms a part, substantially all of the Company’s securities may be sold in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in the price of the Company’s securities or putting significant downward pressure on the price of the Company’s securities. See “Securities Eligible for Future Sale.”

In addition, if AMPSA issues substantial additional Shares, the ownership of its existing shareholders would be diluted and its earnings per share could be reduced, which may negatively affect the market price of its Shares.

There may not be a robust market for AMPSA’s securities, which would adversely affect the liquidity and price of its securities.

The price of AMPSA’s securities may fluctuate significantly due to the market’s reaction to the Merger and general market and economic conditions. An active trading market for AMPSA’s securities may never develop or, if developed, it may not be sustained. In addition, the price of AMPSA’s securities can vary due to general economic conditions and forecasts, its general business condition and the release of its financial reports. Additionally, if AMPSA’s securities become delisted from NYSE for any reason and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of its securities may be more limited than they were quoted or listed on NYSE or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

If securities or industry analysts do not publish research or reports about AMPSA or its business or cease publishing research or reports about its market, or if they make recommendations regarding Shares that is unfavorable to AMPSA, then the price of Shares could decline.

The trading market for Shares will be influenced by the research and reports that industry or securities analysts may publish about the AMPSA, its business, its market, or its competitors. If any of the analysts who may cover AMPSA make an unfavorable recommendation regarding Shares, or provide more favorable relative recommendations regarding AMPSA’s competitors, the price of Shares would likely decline. If in the future any analyst ceases coverage of AMPSA or fails to regularly publish reports regarding AMPSA, it could lose visibility in the financial markets, which could cause its share price to decline.

 

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The Warrants will become exercisable for shares, which will increase the number of securities eligible for future resale in the public market and result in dilution to our shareholders, and may adversely affect the market price of our shares.

Outstanding Warrants to purchase an aggregate 16,749,984 shares of the Company will become exercisable in accordance with the terms of the Warrant Agreement. The Warrants will become exercisable on September 3, 2021, the date that is thirty days after the consummation of the Merger. The exercise price of the Warrants is $11.50 per share, subject to adjustment as described in the Warrant Agreement. To the extent such Warrants are exercised, additional shares will be issued, which will result in dilution to the holders of shares and increase the number of securities eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our shares.

There is no guarantee that our Warrants will be in the money at the time they become exercisable, and they may expire worthless. Further, we may redeem unexpired Warrants prior to their exercise at a time that is disadvantageous to a Warrant holder, thereby making the Warrants worthless.

The exercise price for our Warrants is $11.50 per share. There is no guarantee that any of our Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the Warrants may expire worthless.

Further, we have the ability to redeem outstanding Warrants pursuant to the Warrant Agreement subject to the conditions as set forth under “Description of Securities — Warrants”. If and when the Warrants become redeemable by us, we may exercise our redemption right at a time that is disadvantageous to a Warrant holder.

The trading price of AMPSA’s securities may be volatile.

The trading price of the Company’s securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on the investment in the Company’s securities and the securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

Factors affecting the trading price of our securities may include:

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the realization of any of the risk factors presented in this prospectus;

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announcements of new products and services by us or our competitors;

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news regarding any gain or loss of customers by us;

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announcements of competitive developments, acquisitions or strategic alliances in our industry;

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•

changes in the general condition of the global economy and financial markets;

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•

general market conditions or other developments affecting us or our industry;

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•

cost and availability of raw materials;

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•

changes in environmental regulations or other laws or regulations applicable to our business;

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•

actual or anticipated fluctuations in our quarterly results of operations;

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•

changes in financial projections or estimates about our financial or operational performance by securities research analysts;

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•

changes in investor sentiment toward the stock of packaging companies;

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•

announcements by third parties of significant claims or proceedings against us, our industry or both, or investigations by regulators into our business or those of our competitors;

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•

changes in accounting standards, policies, guidelines, interpretations or principles;

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any significant change in our management;

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•

adverse media reports about us or our directors and officers;

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public reaction to our press releases, other public announcements or filings with the SEC;

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a default under the agreements governing our indebtedness;

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release or expiry of lock-up or other transfer restrictions on our issued and outstanding common shares; and

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•

anticipated sales of additional shares.

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Furthermore, the stock market may experience periods of unusual volatility that, in some cases, is unrelated or disproportionate to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the market price of our shares, regardless of our actual operating performance.

In the past, following periods of market volatility, shareholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

The NYSE may not continue to list the Company’s securities on its exchange, which could limit the ability of investors to make transactions in the Company’s securities and subject the Company to additional trading restrictions.

To continue listing the Company’s securities on the NYSE, Company is required to demonstrate compliance with the NYSE’s continued listing requirements.

There can be no assurance that the Company will be able to meet the NYSE’s continued listing requirement or maintain other listing standards. If NYSE delists our securities for failure to meet such standards, the Company could face significant material adverse consequences, including:

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less liquid trading market for our securities;

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more limited market quotations for our securities;

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determination that our shares and/or Warrants are a “penny stock” that requires brokers to adhere to more stringent rules and possibly resulting in a reduced level of trading activity in the secondary trading market for the Company’s securities;

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more limited research coverage by stock analysts;

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•

loss of reputation;

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more difficult and more expensive equity financings in the future; and

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decreased ability to issue additional securities or obtain additional funding in the future.

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The National Securities Markets Improvement Act of 1996, which is a U.S. federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If the Company’s shares remain listed on the NYSE, such shares will be covered securities. Although the states of the U.S. are preempted from regulating the sale of the Company’s securities, the U.S. federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. If the Company’s securities were no longer listed on the NYSE and therefore not “covered securities,” we would be subject to regulation in each U.S. state in which we offer the Company’s securities.

Because we have no current plans to pay cash dividends on our Shares, you may not receive any return on investment unless you sell your shares of for a price greater than that which you are deemed to have paid for it.

We have not paid any cash dividends to date and have no current plans to pay cash dividends on our Shares. The declaration, amount and payment of any future dividends will determined by our board of directors. Our board of directors may take into account general and economic conditions, our financial condition and operating results, our available cash, current and anticipated cash needs, capital requirements,

 

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contractual, legal, tax and regulatory restrictions, implications on the payment of dividends by us to our stockholders and such other factors as the board of directors may deem relevant.

As AMPSA is a holding company, our ability to pay cash dividends on our shares may be limited by restrictions on our ability to obtain sufficient funds through dividends from subsidiaries, including restrictions under the terms of the agreements governing the current indebtedness of us and our subsidiaries or future indebtedness that we or our subsidiaries may incur. Subject to any limitations referred to above, or as prescribed by Luxembourg Law, the declaration of future dividends, if any, will depend upon our future operations and earnings, capital expenditure requirements, general financial conditions, legal and contractual restrictions and other factors.

We may need additional capital and may sell additional shares or other equity securities or incur indebtedness, which could result in additional dilution to our shareholders or increase our debt service obligations.

We believe that we have adequate liquidity to satisfy our cash needs for at least the next 12 months. We may, however, require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If these resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or incur debt under credit facilities we may put in place. The sale of additional equity securities could result in additional dilution to our shareholders. The incurrence of indebtedness could further limit our ability to pay dividends or require us to seek consents for the payment of dividends, though we have no plan to declare dividends at this time, increase our vulnerability to adverse economic and industry conditions and limit our ability to pursue our business strategies. Such indebtedness could also require us to dedicate a substantial portion of our cash flow from operations to service our debt, thereby reducing the availability of our cash flow to fund capital expenditure, working capital requirements and other general corporate needs, and limit our flexibility in planning for, or reacting to, changes in our business and our industry. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Risks Related to Investment in a Luxembourg Company and AMPSA’s Status as a Foreign Private Issuer

As a foreign private issuer, AMPSA is exempt from a number of U.S. securities laws and rules promulgated thereunder and is permitted to publicly disclose less information than U.S. public companies are required to disclose. This may limit the information available to holders of Shares. Conversely, if AMPSA loses its foreign private issuer status in the future, this could result in significant additional costs and expenses.

AMPSA qualifies as a “foreign private issuer,” as defined in the SEC’s rules and regulations, and, consequently, is not subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, AMPSA is exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to securities registered under the Exchange Act. In addition, AMPSA’s officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of AMPSA’s securities, such that any such sales are not be required to be disclosed as promptly as they would need to be disclosed if AMPSA was a public company organized within the United States. Accordingly, once such sales are eventually disclosed, the price of Shares may decline significantly. Moreover, AMPSA is not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies are. AMPSA is also not subject to Regulation FD under the Exchange Act, which would prohibit AMPSA from selectively disclosing material nonpublic information to certain persons without concurrently making a widespread public disclosure of such information. Accordingly, there may be less publicly available information concerning AMPSA than there is for U.S. public companies.

As a foreign private issuer, AMPSA will file an annual report on Form 20-F within four months of the close of each fiscal year ended December 31, and furnish reports on Form 6-K relating to certain material events promptly after AMPSA publicly announces these events. However, because of the exemptions for foreign private issuers, which AMPSA intends to rely on, AMPSA Shareholders will not be afforded the same information generally available to investors holding shares in public companies that are not foreign private issuers.

 

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In the future, AMPSA could lose its foreign private issuer status if a majority of its shares are held by residents in the United States and it fails to meet any one of the additional “business contacts” requirements. Although AMPSA intends to follow certain practices that are consistent with U.S. regulatory provisions applicable to U.S. companies, AMPSA’s loss of foreign private issuer status would make compliance with these provisions mandatory. The regulatory and compliance costs to AMPSA if it is deemed to be a U.S. domestic issuer may be significantly higher than if it retains its foreign private issuer status. If AMPSA is not a foreign private issuer, AMPSA will be required to file periodic reports and prospectuses on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. For example, AMPSA would become subject to Regulation FD, aimed at preventing issuers from making selective disclosures of material information. Additionally, AMPSA would be required to change its basis of accounting from IFRS as issued by the International Accounting Standards Boards (“IASB”) to U.S. GAAP, which may be difficult and costly for it to comply with. If AMPSA loses its foreign private issuer status and fails to comply with U.S. securities laws applicable to U.S. domestic issuers, AMPSA may have to de-list from NYSE and could be subject to investigation by the SEC, NYSE and other regulators, among other potentially materially adverse consequences.

AMPSA qualifies for and will rely on exemptions from certain corporate governance requirements.

AMPSA is exempt from certain corporate governance requirements of NYSE by virtue of being a “foreign private issuer” and a “controlled company.” Although AMPSA’s foreign private issuer status exempts it from most of NYSE’s corporate governance requirements, AMPSA intends to voluntarily comply with these requirements, except those from which AMPSA would be exempt by virtue of being a “controlled company.” Ardagh Group controls, directly or indirectly, a majority of the voting power of AMPSA’s issued and outstanding shares and thus AMPSA is a controlled company within the meaning of NYSE corporate governance standards, entitled to certain limited corporate governance exemptions. Under these NYSE standards, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a controlled company and may elect not to comply with certain NYSE corporate governance requirements, including the requirements that:

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a majority of the board of directors consist of independent directors;

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the nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

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the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

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•

there be an annual performance evaluation of the nominating and corporate governance and compensation committees.

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AMPSA is a controlled company, and AMPSA intends to utilize certain of these exemptions. In addition, although AMPSA has adopted charters for its audit, compensation and nominating and governance committees, its compensation and nominating and governance committees are not entirely composed of independent directors.

As a result of the foregoing exemptions, AMPSA can cease voluntary compliance with NYSE’s corporate governance requirements at any time, and you may not have the same protections afforded to shareholders of companies that are subject to all of NYSE corporate governance requirements.

AMPSA is organized under the laws of Luxembourg and a substantial amount of its assets are not located in the United States. It may be difficult for you to obtain or enforce judgments or bring actions against AMPSA or its directors and officers in the United States.

AMPSA is organized under the laws of Luxembourg. In addition, a substantial amount of its assets are located outside the United States. Furthermore, many of AMPSA’s directors and officers, as well as certain other persons named herein, reside outside the United States, and will continue to reside outside the United States. As a result, although AMPSA has appointed an agent for service of process in the United States, investors may not be able to effect service of process within the United States upon AMPSA or these persons or enforce judgments obtained against AMPSA or these persons in U.S. courts, including judgments

 

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in actions predicated upon the civil liability provisions of the U.S. federal securities laws. Likewise, it also may be difficult for an investor to enforce in U.S. courts judgments obtained against AMPSA or these persons in courts located in jurisdictions outside the United States, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. Awards of punitive damages in actions brought in the United States or elsewhere are generally not enforceable in Luxembourg.

Any judgments obtained in any U.S. federal or state court against AMPSA may have to be enforced in the courts of Luxembourg or other EU member states. As there is no treaty in force on the reciprocal recognition and enforcement of judgments in civil and commercial matters between the United States and Luxembourg, courts in Luxembourg will not automatically recognize and enforce a final judgment rendered by a U.S. court. A valid judgment obtained from a court of competent jurisdiction in the United States may be entered and enforced through a court of competent jurisdiction in Luxembourg, subject to compliance with the enforcement procedures (exequatur). The enforceability in Luxembourg courts of judgments rendered by U.S. courts will be subject, prior to any enforcement in Luxembourg, to the procedure and the conditions set forth in the Luxembourg procedural code, which conditions may include the following as of the date of this prospectus (which may change):

•

the judgment of the U.S. court is final and enforceable (exécutoire) in the United States and has not been enforced in the United States;

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•

the U.S. court had jurisdiction over the subject matter leading to the judgment (that is, its jurisdiction was in compliance both with Luxembourg private international law and local law rules and with the applicable domestic U.S. federal or state jurisdictional rules);

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•

the judgment was granted following proceedings where the counterparty had the opportunity to appear, and if it appeared, to present a defense and other conditions for a fair trial have been complied with taking into account all facts and circumstances whether occurring before, during or after trial or issue and delivery of the judgement, and the judgment has not been obtained by reason of fraud;

​

•

the U.S. court applied the substantive laws as designated by the Luxembourg conflict of law rules;

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•

the U.S. judgment does not contravene international public policy (ordre public) or order, both substantive and procedural, as understood under the laws of Luxembourg or has been given in proceedings of a criminal nature; and

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the absence of contradiction between such judgment and an already issued judgment of a Luxembourg court.

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In addition, actions brought in a Luxembourg court against AMPSA, the members of its board of directors, its officers, or the experts named herein to enforce liabilities based on U.S. federal securities laws may be subject to certain restrictions. In particular, Luxembourg courts generally do not award punitive damages. Litigation in Luxembourg also is subject to rules of procedure that differ from the U.S. rules, including, with respect to the taking and admissibility of evidence, the conduct of the proceedings and the allocation of costs. Proceedings in Luxembourg would have to be conducted in the French or German language, and all documents submitted to the court would, in principle, have to be translated into French or German. For these reasons, it may be difficult for a U.S. investor to bring an action in a Luxembourg court predicated upon the civil liability provisions of the U.S. federal securities laws against AMPSA, the members of its board of directors, its officers, or the experts named herein. In addition, even if a judgment against AMPSA, the non-U.S. members of its board of directors, its officers, or the experts named in this prospectus based on the civil liability provisions of the U.S. federal securities laws is obtained, a U.S. investor may not be able to enforce it in U.S. or Luxembourg courts.

The directors and officers of AMPSA have entered into, or will enter into, indemnification agreements with AMPSA. Under such agreements, the directors and officers will be entitled to indemnification from AMPSA to the fullest extent permitted by Luxemburg law against liability and expenses reasonably incurred or paid by them in connection with claims, actions, suits or proceedings in which they become involved as a party or otherwise by virtue of performing or having performed as a director or officer, and against amounts paid or incurred by them in the settlement of such claims, actions, suits or proceedings. Luxembourg law and AMPSA’s Articles permit AMPSA to indemnify directors against any expenses, judgments, fines and amounts paid in connection with liability of a director towards AMPSA or a third party for management

 

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errors, i.e., for wrongful acts committed during the execution of the mandate (mandat) granted to the director by AMPSA, except in connection with criminal offenses, gross negligence, fraud or dishonesty. The rights to and obligations of indemnification among or between AMPSA and any of its current or former directors and officers are generally governed by the laws of Luxembourg and subject to the jurisdiction of the Luxembourg courts, unless such rights or obligations do not relate to or arise out of such persons’ capacities listed above. Although there is doubt as to whether U.S. courts would enforce this indemnification provision in an action brought in the United States under U.S. federal or state securities laws, this provision could make it more difficult to obtain judgments outside Luxembourg or from non-Luxembourg jurisdictions that would apply Luxembourg law against AMPSA’s assets in Luxembourg.

Luxembourg and European insolvency and bankruptcy laws are substantially different from U.S. insolvency and bankruptcy laws and may offer AMPSA’s shareholders less protection than they would have under U.S. insolvency and bankruptcy laws.

As a company organized under the laws of Luxembourg and with its registered office in Luxembourg, AMPSA is subject to Luxembourg insolvency and bankruptcy laws in the event any insolvency proceedings are initiated against it including, among other things, Council and European Parliament Regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings (recast). Should courts in another European country determine that the insolvency and bankruptcy laws of that country apply to AMPSA in accordance with and subject to such European Union regulations, the courts in that country could have jurisdiction over the insolvency proceedings initiated against AMPSA. Insolvency and bankruptcy laws in Luxembourg or the relevant other European country, if any, may offer AMPSA’s shareholders less protection than they would have under U.S. insolvency and bankruptcy laws and make it more difficult for them to recover the amount they could expect to recover in a liquidation under U.S. insolvency and bankruptcy laws.

AMPSA’s Articles include compulsory share transfer provisions that may not provide AMPSA minority shareholders with the same benefits as they would have as stockholders of a Delaware corporation.

AMPSA has included in its Articles provisions that give the holder of 75% of the number of its outstanding shares the right to acquire AMPSA’s outstanding shares held by all other holders at such time for a purchase price payable in cash that is equal to the fair market value of such shares, as determined by an independent investment banking firm of international reputation in accordance with the procedures contained in AMPSA’s Articles. AGSA owns approximately 81.85% of the outstanding Shares. AMPSA’s Articles include a dispute resolution provision permitting holders of at least 10% of the shares of the Company held by AMPSA’s minority shareholders at that time to dispute the purchase price proposed by the acquiring shareholder. It is uncertain whether AMPSA’s minority shareholders will be able to coordinate with each other in a manner that will enable them to take full advantage of these provisions. There can be no assurance that these provisions would result in a price as favorable to AMPSA’s minority shareholders as they would receive as stockholders of a corporation subject to Delaware law and appraisal rights.

The rights of AMPSA Shareholders may differ from the rights they would have as shareholders of a U.S. corporation and consequently AMPSA Shareholders may have more difficulty protecting their interests.

AMPSA’s corporate affairs are governed by its Articles and Luxembourg law, including the Luxembourg law of 10 August 1915, on commercial companies, as amended (the “1915 Law”). The rights of AMPSA’s shareholders and the responsibilities of its directors and officers under Luxembourg law are different from those applicable to a corporation incorporated in the United States.

In the performance of its duties, the board of directors is required to act as a collegiate body in the interest of AMPSA. It is possible that AMPSA may have interests that are different from interests of the shareholders. If any member of AMPSA’s board of directors has a direct or indirect financial interest in a matter which has to be considered by the board of directors which conflicts with the interests of AMPSA, Luxembourg law provides that such director will not be entitled to participate in deliberations on and exercise his vote with respect to the approval of such transaction. If the financial interest of such a member of the board of directors does not conflict with the interests of AMPSA, then the applicable director with such interest may participate in deliberations on, and vote on the approval of, that transaction.

 

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Further, under Luxembourg law, there may be less publicly available information about AMPSA than is regularly published by or about U.S. issuers. In addition, Luxembourg law governing the securities of Luxembourg companies may not be as extensive as those in effect in the United States, and Luxembourg law and regulations in respect of corporate governance matters might not be as protective of minority shareholders as state corporation laws in the United States. Therefore, AMPSA’s shareholders may have more difficulty in protecting their interests in connection with actions taken by its directors and officers or its principal shareholders than they would as shareholders of a corporation incorporated in the United States.

Neither AMPSA’s Articles nor Luxembourg law provides for appraisal rights for dissenting shareholders in certain extraordinary corporate transactions that may otherwise be available to shareholders under certain U.S. state laws. As a result of these differences, AMPSA’s shareholders may have more difficulty protecting their interests in the event that any extraordinary corporate transactions were to occur than they would as shareholders of a U.S. issuer.

AMPSA anticipates that all of its shareholder meetings will take place in Luxembourg. Shareholders may vote by proxy or in person at any general meeting.

Holders generally will be subject to a 15% withholding tax on payment of any dividends made on the Shares under current Luxembourg tax law.

Although AMPSA does not currently intend to pay a dividend on its Shares, under current Luxembourg tax law, payments of dividends made on the Shares generally are subject to a 15% Luxembourg withholding tax. Certain exemptions or reductions in the withholding tax may apply, but it will be up to the holders to claim any available refunds from the Luxembourg tax authority. For more information on the taxation implications, see the section entitled “Material Luxembourg Tax Considerations”.

Risks Related to U.S. Tax

If AMPSA were a passive foreign investment company for U.S. federal income tax purposes for any taxable year, U.S. holders of Shares or Warrants could be subject to adverse U.S. federal income tax consequences.

If AMPSA is or becomes a “passive foreign investment company,” or a PFIC, within the meaning of Section 1297 of the Code for any taxable year during which a U.S. holder holds Shares or Warrants, certain adverse U.S. federal income tax consequences may apply to such U.S. holder. PFIC status depends on the composition of a company’s income and assets and the fair market value of its assets from time to time, as well as on the application of complex statutory and regulatory rules that are subject to potentially varying or changing interpretations. Based on the composition of AMPSA’s income and assets, including goodwill, AMPSA is not expected to be a PFIC for U.S. federal income tax purposes in 2021 or in the foreseeable future. There can be no assurance that AMPSA will not be treated as a PFIC for any taxable year.

If AMPSA were treated as a PFIC, a U.S. holder of Shares or Warrants may be subject to adverse U.S. federal income tax consequences, such as taxation at the highest marginal ordinary income tax rates on capital gains and on certain actual or deemed distributions, interest charges on certain taxes treated as deferred, and additional reporting requirements. A mark-to-market election may be available to U.S. holders of Shares to mitigate some of the adverse tax consequences resulting from PFIC treatment, but U.S. holders will not be able to make similar elections with respect to the Warrants. See “Material U.S. Federal Income Tax Considerations — U.S. Holders — Passive Foreign Investment Company Rules.”

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined financial information is being provided to aid you in your analysis of the financial aspects of the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

Description of the Business Combination

On February 22, 2021, GHV, AMPSA, AGSA and MergeCo entered into the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions, termination provisions and other terms relating to the transactions contemplated thereby.

For a description of the Business Combination, please see the sections entitled “Prospectus Summary — Recent Developments — The Business Combination” and “Certain Relationships and Related Person Transactions — Business Combination Agreement.”

Accounting Treatment of the Business Combination

As the first step within the Business Combination, AGSA undertook the Pre-Closing Restructuring which was accounted for as a capital reorganization whereby AGSA effected a series of transactions that resulted in among other things, (a) the AMP Business being wholly owned by AMPSA and (b) any assets and liabilities relating to the business of AGSA (other than the AMP Business) that were held by the AMP Entities being transferred to subsidiaries of AGSA that are not the AMP Entities, and assets and liabilities relating to the AMP Business that are held by subsidiaries of AGSA (other than the AMP Entities) being transferred to the AMP Entities. These transactions are accounted for as a capital reorganization as, prior to the Pre-Closing Restructuring, AMPSA did not meet the definition of a business under IFRS 3 (Business Combination). Under a capital reorganization, the consolidated financial statements of AMPSA reflect the net assets transferred at pre-combination predecessor book values. Following this first step, AMPSA continued to be a wholly owned subsidiary of AGSA.

The capital reorganization was followed at closing by a Merger whereby MergeCo (a wholly owned subsidiary of AMPSA) merged with and into GHV, with GHV being the surviving corporation as a wholly owned subsidiary of AMPSA. This Merger transaction was accounted for within the scope of IFRS 2 (Share-based Payment). Under this method of accounting, there is no acquisition accounting and no recognition of goodwill, as GHV was not considered a business as defined by IFRS 3 (Business Combinations) given it consisted predominantly of cash in the Trust Account. Under this method of accounting, GHV was treated as the “acquired” company for financial reporting purposes. In order to reach this conclusion, the following factors were also taken into consideration: (i) the business comprises the ongoing operations of AMPSA; (ii) senior management comprise the senior management of AMPSA; and (iii) the pre-Business Combination shareholders of AMPSA have the largest ownership of AMPSA and the right to appoint the highest number of board members relative to other shareholders.

In accordance with IFRS 2, the difference in the fair value of the consideration, i.e. shares and warrants issued by AMPSA, for the acquisition of GHV over the fair value of the identifiable net assets of GHV represents a service for listing of AMPSA and was accounted for as a share-based payment expense. The consideration for the acquisition of GHV was determined using the closing prices of GHV’s publicly traded GHV Class A Common Stock and the Public Warrants traded on Nasdaq under the ticker symbols “GRSV” and “GRSVW” in addition to the calculated fair value, using a Black Scholes valuation, of Private Placement Warrants, each as of the Closing Date.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined statement of financial position as of December 31, 2020, gives pro forma effect to the Business Combination as if it had been consummated as of that date. The unaudited pro forma condensed combined income statement for the twelve months ended December 31,

 

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2020, give pro forma effect to the Business Combination as if it had occurred as of January 1, 2020. This information should be read in conjunction with the AMP Business’s audited combined financial statements and GHV’s audited financial statements, (as restated) respectively, and related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” “Selected Historical Financial Data of GHV,” “Selected Historical Combined Financial and Other Data of the AMP Business,” and other financial information included elsewhere in this prospectus.

The unaudited pro forma condensed combined statement of financial position as of December 31, 2020 has been prepared using the following:

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AMP Business’s historical audited combined statement of financial position as of December 31, 2020, as included elsewhere in this prospectus; and

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•

GHV’s historical audited balance sheet (as restated) as of December 31, 2020, as included elsewhere in this prospectus.

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The unaudited pro forma condensed combined income statement for the twelve months ended December 31, 2020 has been prepared using the following:

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AMP Business’s historical audited combined income statement for the twelve months ended December 31, 2020, as included elsewhere in this prospectus; and

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GHV’s historical audited statement of operations (as restated) for the period from June 25, 2020 (inception) to December 31, 2020, as included elsewhere in this prospectus.

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The following table summarizes the pro forma weighted average number of Shares outstanding: