Form: F-4

Registration statement for securities issued by foreign private issuers in certain business combination transactions

September 1, 2021

Documents

 

Exhibit 99.5

 

NOTICE OF WITHDRAWAL

 

FOR THE OFFER TO EXCHANGE

 

EACH OUTSTANDING CLASS A COMMON SHARE OF

 

ARDAGH GROUP S.A.

 

FOR

 

2.5 SHARES OF

 

ARDAGH METAL PACKAGING S.A.

 

 

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON           , 2021, UNLESS THE EXCHANGE OFFER IS EXTENDED OR EARLIER TERMINATED.

 

 

I, the undersigned, declare after having had the opportunity to read the offer to exchange/prospectus, dated           , 2021 and other materials published by Ardagh Group S.A. (“AGSA”) relating to its offer to acquire all of its outstanding Class A common shares (the “AGSA Shares”) in exchange for shares of Ardagh Metal Packaging S.A. (the “AMPSA Shares”) held by AGSA that:

 

i. I accept the terms and conditions to withdraw from the exchange offer described in the offer to exchange/prospectus; and

 

ii. I hereby withdraw my acceptance of the exchange offer and the tender of my AGSA Shares indicated on my executed letter of transmittal, a copy of which I attach to this notice of withdrawal.

 

I am aware, agree and confirm that:

 

i. in order to be valid, this notice of withdrawal must be submitted to the exchange agent in accordance with the applicable withdrawal procedure as set forth in the offer to exchange/prospectus at the latest before 11:59 P.M., New York City time, on           , 2021; and

 

ii. I am duly authorized to withdraw my acceptance of the exchange offer and all authorizations, formalities or procedures required to that end have been duly and successfully obtained, accepted, completed and/or carried out.

  

Except where indicated to the contrary, the terms used in this notice of withdrawal shall have the same meaning as in the offer to exchange/prospectus.

 

***

 

Date: Shareholder Name:
   
   
  By:
  Title:

 

Voluntary Corporate Action — ARDG