As filed with the Securities and Exchange Commission on September 24, 2021

Registration Statement No. 333-259225​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 2
To

Form F-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933​

ARDAGH METAL PACKAGING S.A.

(Exact Name of Registrant as Specified in Its Charter)

56, rue Charles Martel
L-2134 Luxembourg, Luxembourg
+352 26 25 85 55
(Address, including zip code, and telephone number, including
area code, of Registrant’s principal executive offices)

Ardagh Metal Beverage USA Inc.
8770 W. Bryn Mawr Avenue
Chicago, IL 60631
United States
(773)-399-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Richard Alsop, Esq.
Lara Aryani, Esq.
Clare O’Brien, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
(212) 848-4000

Approximate date of commencement of proposed sale to the public: Pursuant to Rule 162 under the Securities Act, the offer described herein will commence as soon as practicable after the date of this Registration Statement. The offer cannot, however, be completed prior to the time this Registration Statement becomes effective. Accordingly, any actual exchange of securities pursuant to the offer will occur only after this Registration Statement is effective, subject to the conditions set forth in this Registration Statement.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

​

(1)

Represents the maximum number of shares of 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 and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B 251465 (“AMPSA”) expected to be offered and sold under the offer described herein pursuant to this Registration Statement. All securities being registered will be issued by AMPSA.

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(2)

Computed solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended, (the “Securities Act”). The proposed maximum aggregate offering price has been computed pursuant to Rule 457(c) and Rule 457(f)(1) under the Securities Act, based on the average of the high and low prices of shares of 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 and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B 160804, on the New York Stock Exchange on August 31, 2021.

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(3)

Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $109.10 per $1,000,000 of the proposed maximum aggregate offering price. The registration fee was paid in full by Ardagh Metal Packaging S.A. in connection with its Registration Statement on Form F-4 (File No. 333-259225) filed on September 1, 2021.

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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, pursuant to said Section 8(a), may determine.

The information in this preliminary offer to exchange/prospectus is not complete and may be changed. Ardagh Group S.A. may not complete the exchange offer until the registration statement filed with the Securities and Exchange Commission by Ardagh Metal Packaging S.A. becomes effective. This preliminary offer to exchange/prospectus is not an offer to sell any shares of Ardagh Metal Packaging S.A. and neither Ardagh Group S.A. nor Ardagh Metal Packaging S.A. is soliciting an offer to buy any shares of Ardagh Group S.A. in any state or other jurisdiction where the offer or sale is not permitted.

Preliminary Offer to Exchange/Prospectus Subject to Completion Dated September 7, 2021

Offer to Exchange Shares of

ARDAGH METAL PACKAGING S.A.

for All Outstanding Class A Common Shares of

ARDAGH GROUP S.A.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON OCTOBER 5, 2021, UNLESS THE EXCHANGE OFFER IS EXTENDED OR TERMINATED.

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 and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B 160804 (“AGSA”), is offering to exchange shares, with a nominal value of EUR 0.01 per share (“AMPSA Shares”), of 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 and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under registration number B 251465 (“AMPSA”), for any and all outstanding Class A common shares of AGSA (“AGSA Shares”).

For each AGSA Share that you validly tender and do not validly withdraw and that is accepted for exchange in this offer to exchange/prospectus, you will receive 2.5 AMPSA Shares, with cash paid in lieu of any fractional AMPSA Shares.

AGSA Shares and AMPSA Shares are listed on the NYSE under the symbols “ARD” and “AMBP,” respectively.

This offer to exchange/prospectus is being sent to all holders of AGSA Shares, whether located within or outside the United States, but does not constitute an offer to sell any AMPSA Shares, or exchange or buy any AGSA Shares, in any jurisdiction in which such offer, sale or exchange is not permitted.

You should read carefully the terms and conditions of the exchange offer described in this offer to exchange/prospectus. None of AGSA, AMPSA, or any of their respective directors or officers makes any recommendation as to whether you should tender all, some or none of your AGSA Shares. You must make your own decision after reading this document and consulting with your advisors.

AGSA’s obligation to exchange AMPSA Shares for AGSA Shares is subject to the conditions listed under “The Exchange Offer — Conditions to the Exchange Offer.”

Based on the current number of issued AGSA Shares, AGSA will exchange up to 46,680,340 AMPSA Shares.

AMPSA Shares in the exchange offer, all of which have been registered pursuant to the registration statement of which this offer to exchange/prospectus forms a part.

See “Risk Factors” beginning on page 38 for a discussion of factors that you should consider in connection with the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be exchanged under this offer to exchange/prospectus or determined if this offer to exchange/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this offer to exchange/prospectus is September   , 2021.

 

TABLE OF CONTENTS

In making your investment decision, you should rely only on the information contained or incorporated by reference in this offer to exchange/prospectus. We have not authorized anyone to provide you with any other information. If you receive any other information, you should not rely on it. The information contained or incorporated by reference in this offer to exchange/prospectus speaks only as of the date of the document containing such information.

This offer to exchange/prospectus is being sent to all holders of AGSA Shares, whether located within or outside the United States, but does not constitute an offer to sell any AMPSA Shares, or exchange or buy any AGSA Shares, in any jurisdiction in which such offer, sale or exchange is not permitted.

 

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This offer to exchange/prospectus incorporates by reference important business and financial information about Ardagh Group S.A. that is contained in its filings with the SEC but which is not included in, or delivered with, this offer to exchange/prospectus. This information is available on the SEC’s website at www.sec.gov and from other sources. For more information about how to obtain copies of these documents, see the “Where You Can Find More Information” section of this offer to exchange/prospectus. Ardagh Group S.A. will also make copies of this information available to you without charge upon your written or oral request to the information agent, Georgeson, by calling 866-628-6079 (toll-free in the U.S. and Canada) or +1 781-575-2137 (outside the U.S. and Canada). In order to receive timely delivery of these documents, you must make such a request no later than five business days before the then-scheduled expiration date of the exchange offer. This deadline is currently 11:59 P.M. , New York City time on September 28, 2021 because the expiration date of the exchange offer is currently 11:59 P.M., New York City time on October 5, 2021 but these dates will be different if the exchange offer is extended.

 

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MARKET AND INDUSTRY DATA

Metal Packaging

Given the specialized nature of the metal packaging markets in which Ardagh Metal Packaging S.A. (“AMPSA”) operates, there does not exist a relevant and reliable third-party source of much of the relevant market information presented or incorporated by reference in this offer to exchange/prospectus. Therefore, estimates provided by Ardagh Group S.A. (“AGSA”) regarding these markets as set forth or incorporated by reference in this offer to exchange/prospectus, as well as estimated market shares of AMPSA or its respective competitors, are largely based on AGSA’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 AMPSA’s consolidated revenues and these data. Market positions and percentage shares are those that we believe AMPSA holds in terms of revenues. They are based on industry market sectors in which AMPSA’s business is engaged.

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 or incorporated in this offer to exchange/prospectus has been accurately reproduced and, as far as we are aware and are 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.

Glass Packaging

AGSA has used industry and market data obtained from independent industry publications, market research, internal surveys and other publicly available information in AGSA filings incorporated by reference in this offer to exchange/prospectus. In particular, AGSA has obtained information or other statements presented or incorporated by reference in this offer to exchange/prospectus concerning market share and industry data relating to its business from providers of industry data, including the British Glass Manufacturers Confederation, Fachvereinigung Behälterglasindustrie e.V. (Germany), Forum Opakowan Szklanych (Poland) and the European Container Glass Federation.

Industry publications generally state that the information they contain has been obtained from sources believed to be reliable but that the accuracy and completeness of such information is not guaranteed. We have not independently verified such data. Moreover, information and quantitative statements included or incorporated by reference in this offer to exchange/prospectus regarding market position relative to competitors are not based on published statistical data or information obtained from independent third parties. Rather, such information and statements reflect our best estimates based upon our internal records and surveys, statistics published by providers of industry data, information published by our competitors, and information obtained from trade and business organizations and associations and other sources within the industry in which we operate. We are responsible for the industry and market data included or incorporated by reference in this offer to exchange/prospectus and although we believe that our internal data and surveys are reliable, such data and surveys could prove to be inaccurate. We also believe that the information extracted from publications of third parties, including industry and general publications, has been accurately reproduced. However, we do not have access to the facts and assumptions underlying the numerical data and other information extracted from publicly available sources and have not independently verified any data provided by third parties or industry or general publications. In addition, while we believe our internal data and surveys to be reliable, such data and surveys have not been verified by any independent sources.

 

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TRADEMARKS, TRADENAMES AND SERVICE MARKS

This offer to exchange/prospectus includes trademarks, tradenames and service marks, certain of which belong to AMPSA or AGSA and others that are the property of other organizations. Solely for convenience, trademarks, tradenames and service marks referred to in this offer to exchange/prospectus appear without the ®, TM and SM symbols, but the absence of those symbols is not intended to indicate, in any way, that AMPSA or AGSA will not assert its respective 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. Neither AMPSA nor AGSA 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 or AGSA, as applicable, by, these other parties.

AMP BUSINESS FINANCIAL STATEMENT PRESENTATION

The Combined Financial Statements of the AMP Business included in this offer to exchange/prospectus have been prepared in accordance with IFRS. AMPSA’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 AMPSA’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 of the AMP Business included in this offer to exchange/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

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•

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.

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FREQUENTLY USED TERMS

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.

“AGSA Form 20-F” means the AGSA Annual Report on Form 20-F for the year ended December 31, 2020.

“AGSA Shares” means Class A common shares of AGSA, with a nominal value of EUR 0.01 per share.

“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, collectively, AMPSA and its subsidiaries.

“AMPSA” means Ardagh Metal Packaging S.A., a public limited liability company (société anonyme) incorporated and existing by 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 AMPSA Shares.

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

“AMPSA Warrants” means the warrants to subscribe for AMPSA Shares under the terms of the Warrant Agreement.

“Ardagh Group” means AGSA and its consolidated subsidiaries.

“ARD Finance” means ARD Finance 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 160806.

“AGSA’s Articles” means AGSA’s articles of association.

“AMPSA’s Articles” means AMPSA’s articles of association.

“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 August 4, 2021, 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.

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

 

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

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

“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.

“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.

“NYSE” means The New York Stock Exchange.

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

“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 are 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.

“Prospectus” means the offer to exchange/prospectus included in this Registration Statement on Form F-4 (Registration No. 333-259225) filed with the SEC.

“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 offer to exchange/prospectus forms a part.

“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 offer to exchange/prospectus forms a part.

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

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

“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.

 

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QUESTIONS AND ANSWERS ABOUT THE EXCHANGE OFFER

The summary information in question and answer format set forth below highlights selected information about the exchange offer that is included elsewhere in this offer to exchange/prospectus. These questions and answers, as well as the following summary, do not, however, contain all of the information included in, or incorporated by reference into, this offer to exchange/prospectus, and this information is qualified in its entirety by the more detailed descriptions and explanations contained herein. You should read and consider this document and the documents incorporated by reference herein in their entirety carefully before deciding whether or not to tender your AGSA Shares into the exchange offer.

1.   What is AGSA proposing to do?

AGSA is offering to acquire all of the outstanding AGSA Shares in exchange for a number of the AMPSA Shares currently held by AGSA, at an exchange ratio of 2.5 AMPSA Shares for each AGSA Share validly tendered and not withdrawn, with cash paid in lieu of any fractional AMPSA Shares.

2.   Does AGSA recommend the exchange offer?

The AGSA board of directors has approved the exchange offer. None of AGSA, its board of directors or any other person makes any recommendation as to whether you should tender or refrain from tendering your AGSA Shares. You must make your own decision as to whether to tender your AGSA Shares and, if so, how many AGSA Shares to tender. In so doing, you should read carefully the information in this offer to exchange/prospectus and the documents referenced herein, and consult with your advisors in light of your own particular circumstances.

3.   What is the purpose of the exchange offer?

The purpose of the exchange offer is for AGSA to acquire all the AGSA Shares in a manner that provides the holders of AGSA Shares with the opportunity to voluntarily exchange their AGSA Shares for AMPSA Shares in advance of the delisting of AGSA Shares from the NYSE and their deregistration under the Exchange Act. AGSA intends to delist the AGSA Shares from the NYSE and deregister them under the Exchange Act because it believes that there are significant inefficiencies resulting from both AGSA and AMPSA being publicly traded companies and having separate public reporting obligations. Because there are currently fewer than 300 holders of record for the AGSA Shares, AGSA is currently permitted to file for the delisting of the AGSA Shares from the NYSE and the deregistration of the AGSA Shares under the Exchange Act.

Exchanging holders of AGSA Shares will receive shares in a company that has a significantly larger public float than AGSA, even before giving effect to the exchange offer, and, accordingly, hold shares that are more liquid. AGSA Shares constitute 7.9% of AGSA’s outstanding common shares, whereas holders of AMPSA Shares that are not affiliated with AGSA currently hold approximately 18% of AMPSA’s outstanding shares, with most of those shares being eligible for public sale. Assuming all the AGSA Shares are tendered into the exchange offer and the exchange offer closes, the percentage of AMPSA Shares held by holders that are unaffiliated with AGSA will increase to approximately 26%.

As discussed in more detail below, ARD Finance, which directly or indirectly holds 92.1% of the outstanding shares of AGSA, has the right under AGSA’s Articles to require holders of AGSA Shares to transfer their shares to ARD Finance for a cash purchase price based on the fair market value of their shares (as determined in accordance with AGSA’s Articles). While AGSA intends to ultimately acquire and cancel any AGSA Shares that it does not acquire in the exchange offer, it has not yet made a definitive decision as to how best to achieve that result, including whether or when it would acquire and cancel such shares (in accordance with AGSA’s Articles and applicable Luxembourg law) following the completion of a compulsory share transfer by ARD Finance. See “5. What is a compulsory share transfer?”

4.   What are AGSA’s plans following the exchange offer?

AGSA intends to initiate the delisting of the AGSA Shares from the NYSE and the deregistration of the AGSA Shares under the Exchange Act as soon as practicable following the completion of the exchange offer, irrespective of the number of AGSA Shares that have been tendered in the exchange offer. AGSA also intends to ultimately acquire and cancel any AGSA Shares that it does not acquire in the exchange offer,

 

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although it has not yet made a definitive decision as to how best to achieve that result, including whether and when it would acquire and cancel such shares following the completion of a compulsory share transfer by ARD Finance.

ARD Finance, which directly or indirectly holds 92.1% of AGSA’s issued and outstanding shares, is entitled to exercise its right to require the holders of any AGSA Shares that remain outstanding following the exchange offer to transfer such shares to ARD Finance for a cash purchase price based on the fair market value of such shares under the compulsory share transfer provisions in AGSA’s Articles.

Following the delisting and deregistration of the AGSA Shares, AGSA will no longer be required by applicable securities laws or stock exchange regulations to have independent directors or to maintain certain committees of its board of directors. In addition, as a privately held company, AGSA will have greater flexibility as to how to conduct its businesses and operations, including the flexibility to make greater and more frequent distributions to its shareholders, including distributions of a portion of the cash proceeds received by AGSA pursuant to the Business Combination Agreement, incur additional indebtedness or expand into unrelated businesses, all without having to consider how public shareholders and analysts might perceive these actions and how these actions might affect the trading price of AGSA’s Shares. In addition, AGSA has traditionally grown its business through acquisitions, strategic investments and other transactions, and may continue to do that. Also, as mentioned above, AGSA intends to ultimately acquire and cancel any AGSA Shares that it does not acquire in the exchange offer.

5.   What is a compulsory share transfer?

AGSA’s Articles include provisions that give the holder of 75% or more of its outstanding common shares the right to acquire the 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 at the time of such compulsory share transfer, as determined by an independent investment banking firm of international reputation in accordance with the procedures contained in the Articles.

So long as ARD Finance continues to hold at least 75% of AGSA’s outstanding shares, it will be entitled to cause such a compulsory share transfer. There is no assurance that a compulsory share transfer will be effected, or if a compulsory share transfer is effected, that the fair market value of the AGSA Shares as determined in accordance with AGSA’s Articles will reflect a per AGSA Share price that is the same as or better than that implied by the exchange ratio in the exchange offer. Similarly, there is no assurance that the fair market value of the AGSA Shares will not significantly decline following their delisting and deregistration.

6.   Who may participate in the exchange offer?

Any holder of AGSA Shares during the exchange offer period, which will be at least 20 business days from launch thereof, may participate in the exchange offer, except where prohibited by local securities laws. This offer to exchange/prospectus is not an offer to sell any AMPSA Shares, or exchange or buy any AGSA Shares, in any jurisdiction in which such offer, sale or exchange is not permitted.

Countries outside the United States generally have their own legal requirements that govern securities offerings made to persons resident in those countries and often impose stringent requirements about the form and content of offers made to the general public. AGSA has not taken any action under those non-U.S. regulations to qualify the exchange offer outside the United States but may take steps to facilitate participation of shareholders located in certain jurisdictions. Therefore, the ability of any non-U.S. person to tender AGSA Shares in the exchange offer will depend on whether there is an exemption available under the laws of such person’s home country that would permit the person to participate in the exchange offer without the need for AGSA or AMPSA to take any action to qualify or otherwise facilitate the exchange offer in that country or otherwise. For example, some countries exempt transactions from the rules governing public offerings if they involve persons who meet certain eligibility requirements relating to their status as sophisticated or professional investors.

All tendering shareholders must make certain representations in the letter of transmittal, including, in the case of non-U.S. shareholders, as to the availability of an exemption under their home country laws that would allow them to participate in the exchange offer without the need for AGSA or AMPSA to take any

 

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action to facilitate a public offering in that country or otherwise. AGSA will rely on those representations and, unless the exchange offer is terminated, plans to accept shares validly tendered by persons that or who properly complete the enclosed letter of transmittal and provide any other required documentation on a timely basis and as otherwise described herein.

Non-U.S. shareholders should consult their advisors in considering whether they may participate in the exchange offer in accordance with the laws of their home countries and, if they do participate, whether there are any restrictions or limitations on transactions in AGSA Shares or AMPSA Shares that may apply in their home countries. AGSA and AMPSA cannot provide any assurance about whether such limitations exist.

7.   How many AMPSA Shares will I receive for my AGSA Shares accepted in the exchange offer?

For each AGSA Share that you validly tender and do not validly withdraw and that is accepted for exchange in this offer to exchange/prospectus, you will receive 2.5 AMPSA Shares, with cash paid in lieu of any fractional AMPSA Shares.

8.   What are the conditions to the exchange offer?

AGSA is not required to complete the exchange offer unless the conditions described under “The Exchange Offer — Conditions to the Exchange Offer” are satisfied or, where legally permitted, waived before the expiration of the exchange offer. For example, AGSA is not required to complete the exchange offer unless AGSA Shares that have been validly tendered and not withdrawn from the exchange offer (including any AGSA Shares tendered by affiliates of AGSA), together with any AGSA Shares already owned by any affiliates of AGSA, represent at least 66.66% of all AGSA Shares in issue at the expiration of the initial offer period.

9.   How long will the exchange offer be open?

The period during which you are permitted to tender your AGSA Shares in the exchange offer will expire at 11:59 P.M., New York City time, on October 5, 2021, the expiration date of the exchange offer (assuming the exchange offer is not extended or terminated), unless the exchange offer is extended or terminated.

10.   Can the exchange offer be extended?

Yes. Subject to applicable U.S. rules and regulations, AGSA may voluntarily extend at any time and for any reason or, in certain circumstances, may be compelled to extend the initial offer period. If AGSA determines to extend the initial offer period of the exchange offer, it will make an announcement of such extension no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date of the exchange offer by issuing a press release.

11.   How do I validly tender my AGSA Shares into the exchange offer?

The steps you must take to validly tender into the exchange offer will depend on whether you hold your AGSA Shares through a broker, dealer, commercial bank, trust company or custodian or similar institution or registered directly in your name in AGSA’s share register maintained by AGSA’s transfer agent, Computershare Trust Company, N.A.. For specific instructions about how to participate, see “The Exchange Offer — Procedures for Tendering.”

12.   Can I withdraw AGSA Shares that I have tendered in the exchange offer?

Yes. You may withdraw shares tendered at any time before the exchange offer expires. See “The Exchange Offer — Withdrawal Rights.” If you change your mind again before the expiration of the exchange offer, you can re-tender your AGSA Shares by following the tender procedures again.

13.   Will tendered AGSA Shares be subject to proration?

No. Subject to the terms and conditions of the exchange offer, AGSA will acquire any and all AGSA Shares validly tendered into, and not withdrawn from, the exchange offer.

 

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14.   Can I tender less than all the AGSA Shares that I own into the exchange offer?

Yes. You may elect to tender all or a portion of the AGSA Shares that you own into the exchange offer. However, as described above, AGSA intends to ultimately acquire and cancel any AGSA Shares that it does not acquire in the exchange offer.

15.   Will I have to pay any fees or commissions for tendering my AGSA Shares in the exchange offer?

If your AGSA Shares are tendered into the exchange offer by your broker, dealer, commercial bank, trust company or other nominee, you will be responsible for any fees or commissions they may charge you in connection with such tender.

16.   When will I receive my AMPSA Shares?

Assuming the AGSA Shares validly tendered in the exchange offer have been accepted for exchange, the exchange agent will cause AMPSA Shares to be credited in book-entry form to direct registered accounts maintained by AMPSA’s transfer agent for your benefit (or, in the case of shares tendered through DTC, to the account of DTC so that DTC can credit the relevant DTC participant and such participant can credit you) promptly in accordance with market practice after the expiration of the offer period. See “The Exchange Offer — Delivery of AMPSA Shares; Book-Entry Accounts.”

17.   Will the affiliates, directors, or executive officers of AGSA participate in the exchange offer?

Any of AGSA’s affiliates, directors, and senior management who own AGSA Shares during the offer period will be entitled to participate in the exchange offer on the same basis as all other holders of AGSA Shares.

18.   If I decide not to tender, how will the exchange offer affect my AGSA Shares?

If the exchange offer is completed, you will remain a minority shareholder of AGSA rather than becoming a shareholder of AMPSA. AGSA intends to delist and deregister the AGSA Shares promptly after the completion of the exchange offer, in which case, you will likely suffer a number of adverse consequences, including the absence of a listed trading market and reduced liquidity for your AGSA Shares, which may affect the fair market value of your AGSA Shares or your ability to resell them at all. While AGSA intends to ultimately acquire and cancel any AGSA Shares that it does not acquire in the exchange offer, it has not yet made a definitive decision as to how best to achieve that result, including whether or when it would acquire and cancel such shares (in accordance with AGSA’s Articles and applicable Luxembourg law) following the completion of a compulsory share transfer by ARD Finance. If ARD Finance elects to effect a compulsory share transfer following the completion of the exchange offer, you will be required to transfer your AGSA Shares in exchange for cash consideration equal to the fair market value of such shares at the time of such compulsory share transfer, and there is no assurance that the fair market value of the AGSA Shares as determined in accordance with AGSA’s Articles will reflect a per AGSA Share price that is the same as or better than that implied by the exchange ratio in the exchange offer.

19.   Are there any appraisal rights for holders of AGSA Shares?

There are no appraisal rights (which under U.S. law, in certain circumstances, permits shareholders to seek to have the fair value of their shares appraised by a court) available to AGSA shareholders in connection with the exchange offer.

20.   What are the tax consequences if I participate or do not participate in the exchange offer?

For information on the tax considerations relating to the exchange offer, see the “Material Luxembourg Tax Considerations” and “Material U.S. Federal Income Tax Considerations” sections of this offer to exchange/​prospectus. You should consult your own tax advisor on the tax consequences to you of tendering your AGSA Shares in the exchange offer.

 

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21.   What will AGSA do with the AGSA Shares it acquires in the exchange offer?

AGSA intends to cancel all AGSA Shares acquired by AGSA in the exchange offer.

22.   If I tender my AGSA Shares in the exchange offer, how will my rights as a holder of AMPSA Shares differ from my rights as a holder of AGSA Shares?

The rights of holders of AGSA Shares are governed by Luxembourg law and by AGSA’s Articles. If your AGSA Shares are acquired in the exchange offer, you will become a holder of AMPSA Shares. Your rights as a holder of AMPSA Shares will be governed by Luxembourg law and by the articles of association of AMPSA. The articles of association of AMPSA and AGSA are similar to each other, but for a discussion of differences between them, see the “Comparison of Shareholder Rights” section of this offer to exchange/​prospectus.

23.   What are the recent market prices of AGSA Shares and AMPSA Shares?

On September 3, 2021, the reported closing price of the AGSA Shares listed on the NYSE was $26.23 per share, and the reported closing price of the AMPSA Shares listed on the NYSE was $11.17 per share. You are urged to obtain current market quotations for the AGSA Shares and the AMPSA Shares before deciding whether to tender your AGSA Shares into the exchange offer.

24.   Whom do I contact if I have questions about the exchange offer?

If you have more questions about the exchange offer, you should contact AGSA’s information agent for the exchange offer, Georgeson, at the telephone numbers and addresses set forth on the back cover page of this offer to exchange/prospectus.

 

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SELECTED HISTORICAL COMBINED FINANCIAL AND OTHER DATA OF THE AMP BUSINESS

The following table sets forth selected financial and other data for the AMP Business for the years ended and as of the dates indicated below.

The summary historical financial data as of December 31, 2020 and for each of the three years in the period ended December 31, 2020 has been derived from the Combined Financial Statements included elsewhere in this offer to exchange/prospectus. The financial statements contained herein were prepared in accordance with IFRS as issued by the IASB.

The selected financial information and other data should be read in conjunction with “AMPSA Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Combined Financial Statements and the related notes thereto, and the Unaudited Pro Forma Condensed Combined Financial Information and the related notes included elsewhere in this offer to exchange/prospectus. Historical results are not necessarily indicative of results to be expected in any future period.

 

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(1)

Further analysis of the key operating items is set out in the “Supplemental Management’s Discussion and Analysis — key operating measures”. These non-GAAP financial measures are presented to provide investors additional insights to facilitate the analysis of AMPSA’s results of operations.

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(2)

The income statement data is on a reported basis and includes certain exceptional items which, by their incidence or nature, management considers should be adjusted for to enable a better understanding of the financial performance of the AMP Business. A summary of these exceptional items included in the income statement data is as follows:

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For further details on the exceptional items for the years ended December 31, 2020, 2019 and 2018, see note 4 to the Combined Financial Statements of the AMP Business, included elsewhere in this offer to exchange/prospectus.

(3)

Working capital is comprised of inventories, trade and other receivables, contract assets, trade and other payables and current provisions. Other companies may calculate working capital in a manner different to AMPSA’s.

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(4)

Total borrowings include non-current and current borrowings.

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(5)

Net debt equals total borrowings, plus the fair value of associated derivative financial instruments, less cash and cash equivalents and deferred debt issuance costs. For further details on net debt as of December 31, 2020, 2019 and 2018, see note 16 to the Combined Financial Statements of the AMP Business, included elsewhere in this offer to exchange/prospectus.

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(6)

Depreciation and amortization of property, plant and equipment and intangible assets.

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(7)

Capital expenditure is the sum of purchase of property, plant and equipment and intangible assets, net of proceeds from disposal of property, plant and equipment.

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2021 TRADING UPDATE OF THE AMP BUSINESS

On July 29, 2021, AMPSA announced results for the quarter ended June 30, 2021, as derived from the group consolidation of AGSA, which included financial information as at June 30, 2021 and for the three months and six months ended June 30, 2021 and June 30, 2020, respectively. Such information is reproduced below.

As the Pre-Closing Restructuring was completed on April 1, 2021, AMPSA did not previously report separate results for the quarter ended March 31, 2021. On April 29, 2021, AGSA issued its quarterly earnings press release for the quarter ended March 31, 2021, which contained certain information on the performance of AGSA on a segment basis. The section entitled “Review of the three months ended March 31, 2021” includes a summary of the metal beverage packaging segment information as released by AGSA.

Financial Performance Review
Bridge of 2020 to 2021 Revenue and Adjusted EBITDA

Three months ended June 30, 2021

Six months ended June 30, 2021

 

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Review of the three months ended June 30, 2021

Group

Revenue in the three months ended June 30, 2021 increased by $161 million, or 19%, to $991 million, compared with $830 million in the three months ended June 30, 2020. The increase in revenue is primarily driven by favorable volume/mix effects, which includes an impact of the Ardagh Group’s business growth investment program, the pass through to customers of higher metal costs and favorable foreign currency translation effects of $39 million.

Adjusted EBITDA in the three months ended June 30, 2021 increased by $34 million, or 24%, to $173 million, compared with $139 million in the three months ended June 30, 2020. The increase was primarily driven by favorable volume/mix effects, which includes an impact of the Ardagh Group’s business growth investment program and favorable foreign currency translation effects of $7 million. Included within Adjusted EBITDA in the three months ended June 30, 2021 are losses relating to the cyber security incident described in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments” of $15 million ($11 million in Europe and $4 million in Americas), which are fully compensated by AGSA under the indemnity agreement in place. This cyber security incident is further detailed herein.

Europe

Revenue increased by $69 million, or 17%, to $464 million in the three months ended June 30, 2021, compared with $395 million in the three months ended June 30, 2020. Excluding favorable foreign currency translation effects of $39 million, revenue increased by $30 million, mainly due to the pass through of higher metal costs.

Adjusted EBITDA increased by $15 million, or 21%, to $85 million in the three months ended June 30, 2021, compared with $70 million in the three months ended June 30, 2020. Excluding favorable foreign currency translation effects of $7 million, Adjusted EBITDA increased by $8 million reflecting higher selling prices, including to recover increased input costs and a positive impact from the Ardagh Group’s business growth investment program.

Americas

Revenue increased by $92 million, or 21%, to $527 million in the three months ended June 30, 2021, compared with $435 million in the three months ended June 30, 2020. The increase in revenue principally reflected favorable volume/mix effects and the pass through of higher metal costs.

Adjusted EBITDA increased by $19 million, or 27%, to $88 million in the three months ended June 30, 2021, compared with $69 million in the three months ended June 30, 2020. The increase was mainly driven by favorable volume/mix effects, which includes an impact of the Ardagh Group’s business growth investment program.

 

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Unaudited Consolidated Condensed Income Statement for the three months ended June 30, 2021(1)

Unaudited Consolidated Condensed Statement of Financial Position(1)

 

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Unaudited Consolidated Condensed Statement of Cash Flows(1)

Financial assets and liabilities

At June 30, 2021, the AMP Business’s net debt and available liquidity was as follows:

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.

 

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Reconciliation of profit for the period to Adjusted EBITDA(4), Adjusted operating cash flow and Adjusted free cash flow(5)

Review of the three months ended March 31, 2021(6)

During the three months ended March 31, 2021, shipments increased by 8% in the quarter compared with the same period in 2020. Specialty can volumes increased by 16% and represented approximately 45% of total shipments.

Metal Beverage Packaging Europe

Revenue increased by $51 million, or 13%, to $436 million in the three months ended March 31, 2021, compared with $385 million in the three months ended March 31, 2020. Excluding favorable foreign currency translation effects of $32 million, revenue increased by $19 million, mainly due to favorable volume/mix effects, which includes an impact of Ardagh Group’s business growth investment program, and the pass through of higher metal costs. Adjusted EBITDA(4) increased by $12 million, or 22%, to $66 million in the three months ended March 31, 2021, compared with $54 million in the three months ended March 31, 2020. Excluding favorable foreign currency translation effects of $5 million, Adjusted EBITDA(4) increased by $7 million, principally due to favorable volume/mix effects, which includes an impact of Ardagh Group’s business growth investment program.

Metal Beverage Packaging Americas

Revenue increased by $59 million, or 13%, to $503 million in the three months ended March 31, 2021, compared with $444 million in the three months ended March 31, 2020. The increase in revenue principally reflected favorable volume/mix effects, which includes an impact of Ardagh Group’s business growth investment program, and the pass through of higher input costs. Adjusted EBITDA(4) increased by $21 million, or 34%, to $82 million in the three months ended March 31, 2021, compared with $61 million

 

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in the three-month period ended March 31, 2020. The increase was mainly driven by favorable volume/mix effects, which includes an impact of Ardagh Group’s business growth investment program, and lower operating costs.

The business growth investment program is progressing on plan, with two new sleek production lines commissioned and ramping up in Olive Branch, Mississippi. The first quarter growth investment spending is on track, with multiple other projects being under way.

Related Footnotes

(1)

The condensed financial information is derived from the group consolidation of Ardagh Group applying the significant accounting policies as described in note 3 of the unaudited consolidated interim financial statements of Ardagh Group for the three and six months ended June 30, 2021 contained in the AGSA Current Report on Form 6-K filed on August 3, 2021, incorporated by reference herein. However, such condensed financial information is not necessarily indicative of the results that would have occurred if AMPSA had been a stand-alone business during the period presented.

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(2)

Cash from operations is derived from the aggregate of Adjusted EBITDA as presented in the table “Reconciliation of profit for the period to Adjusted EBITDA, Adjusted operating cash flow and Adjusted free cash flow” working capital outflows of $1 million and other exceptional cash outflows of $8 million.

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(3)

Net debt is comprised of net borrowings, net of cash and cash equivalents and restricted cash held in escrow. Net borrowings comprises non-current and current borrowings including lease obligations. LTM Adjusted EBITDA at June 30, 2021 is derived from Adjusted EBITDA for the six months ended June 30, 2021 and 2020 respectively, and Adjusted EBITDA as presented for the Metal Packaging Europe/​Americas segments within the AGSA Form 20-F, incorporated by reference herein. Revenue and Adjusted EBITDA for the three and six months ended June 30, 2021 and 2020, respectively, are presented as disclosed for the Metal Packaging Europe/Americas segments within the Ardagh Group Interim Financial Statements for the three and six months ended June 30, 2021 and 2020, respectively, contained in the AGSA Current Report on Form 6-K filed on August 3, 2021, incorporated by reference herein.

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(4)

AMPSA does not provide a reconciliation to the most comparable GAAP measure for Adjusted EBITDA for the three months ended March 31, 2021 and March 31, 2020, for the six months ended June 30, 2021 and for the three and six months ended June 30, 2020, because such information was only previously reported by Ardagh Group to provide information about its metal beverage packaging segments.

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(5)

Ardagh Group historically did not present information about adjusted operating cash flow on the level of reportable segments and consequently AMPSA does not provide a reconciliation to the most comparable GAAP measure for the three and six months ended June 30, 2020 and the six months ended June 30, 2021.

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(6)

As reported by AGSA for its metal beverage packaging segments in the earnings press release for the quarter ended March 31, 2021, issued on April 29, 2021.

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SELECTED HISTORICAL FINANCIAL AND OTHER DATA OF AGSA

The following table sets forth selected financial and other data for the AGSA for the years ended and as of the dates indicated below.

The summary historical financial data as of December 31, 2020 and 2019 and for each of the three years in the period ended December 31, 2020 has been derived from the audited consolidated financial statements of AGSA included in the AGSA Form 20-F incorporated by reference into this offer to exchange/​prospectus. The summary historical financial data as of December 31, 2018 has been derived from audited consolidated financial statements of AGSA, which are not incorporated by reference into this offer to exchange/prospectus. The summary historical financial data for the six months ended June 30, 2021 and 2020 and as at June 30, 2021 has been derived from the unaudited interim consolidated financial Statements of AGSA included in its Current Report on Form 6-K filed on August 3, 2021, incorporated by reference in this offer to exchange/prospectus. The summary historical financial data as at June 30, 2020 has been derived from unaudited interim consolidated financial statements of AGSA not incorporated by reference into this offer to exchange/prospectus. Historical results are not necessarily indicative of results to be expected in any future period and results for interim periods are not necessarily indicative of the results for a full year or for future periods. In the opinion of management, the unaudited interim consolidated financial statements of AGSA have been prepared on the same basis as its audited consolidated financial statements and include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the financial position of AGSA as of June 30, 2021 and 2020 and its results of operations for the six months ended June 30, 2021 and 2020.

On October 31, 2019, Ardagh Group completed the combination of its Food & Specialty Metal Packaging business, operating as part of the Metal Packaging Europe and Metal Packaging Americas segments, with the business of Exal, to form Trivium, a global leader in metal packaging. As a result of the completion of the transaction, the Food & Specialty Metal Packaging business was reported as a discontinued operation. As Ardagh Group jointly controls Trivium, the investment is accounted for as a joint venture under the equity method. The financial data as of and for the year ended December 31, 2018 was restated retrospectively in accordance with IFRS 5.

The summary financial data and other data should be read in conjunction with Item 5 “Operating and Financial Review and Prospects” in the AGSA Form 20-F, the audited consolidated financial statements and related notes therein, the unaudited interim consolidated financial statements as of June 30, 2021 and for the three and six months ended June 30 2021 and 2020, and related notes thereto and the Management’s Discussion and Analysis of Financial Condition and Results of Operations related to the unaudited interim consolidated financial statements, each incorporated by reference in this offer to exchange/​prospectus.

 

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(1)

Further analysis of the key operating items is set out in Item 5 “Operating and Financial Review and Prospects” in the AGSA Form 20-F, the audited consolidated financial statements and related notes and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the unaudited interim consolidated financial statements as of June 30, 2021 and for the three and six months ended June 30 2021 and 2020 and related notes thereto, included in its Current Report on Form 6-K filed on August 3, 2021, incorporated by reference in this offer to exchange/prospectus.

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(2)

The income statement data presented includes certain exceptional items which, by their incidence or nature, management considers should be adjusted for to enable a better understanding of the financial performance of Ardagh. A summary of these exceptional items included in the income statement data is as follows:

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For further details on the exceptional operating items for the years ended December 31, 2020, 2019 and 2018, see Note 4 to the audited consolidated financial statements in the AGSA Form 20-F, incorporated by reference in this offer to exchange/prospectus. For further details on the exceptional operating items for the six months ended June 30, 2021 and 2020, see Note 5 to the unaudited consolidated interim financial statements, as of and for the six months ended June 30, 2021, as contained in AGSA’s Current Reports on Form 6-K filed on April 29, 2021 and August 3, 2021, respectively, each incorporated by reference in this offer to exchange/prospectus.

(3)

Working capital is comprised of inventories, trade and other receivables, contract assets, trade and other payables and current provisions.

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