Form: POS AM

Post-effective amendment to a registration statement that is not immediately effective upon filing

August 8, 2022

Documents

Exhibit 107

 

Calculation of Filing Fee Tables

 

Post-effective Amendment No. 1 to Form F-1 on Form F-3

(Form Type)

 

Ardagh Metal Packaging S.A.

 

(Exact Name of Registrant as Specified in its Charter)

 

Table 3: Combined Prospectuses

 

Security Type  

Security Class Title

   Amount of
Securities
Previously
Registered(1)		      Maximum
Aggregate
Offering
Price of
Securities
Previously
Registered		      Form Type   File Number   Initial Effective
Date
Equity   Ordinary Shares, nominal value EUR 0.01 per share     16,749,984 (2)    $ 192,624,816      F-1   333-258749   August 23, 2021
Equity   Ordinary Shares, nominal value EUR 0.01 per share     579,357,270 (3)    $ 6,737,925,050.10 (4)    F-1   333-258749   August 23, 2021
Other   Warrants     6,250,000 (5)      N/A (6)    F-1   333-258749   August 23, 2021

 

*     The securities to be offered pursuant to this post-effective amendment No.2 to the F-1 registration statement on Form F-3 (No. 333-258749) (as amended, the “Registration Statement”) were all registered in connection with the initial filing of this Registration Statement on August 12, 2021 and the associated registration fees have been previously paid and were calculated as described below.

(1) Pursuant to Rule 416(a), an indeterminable number of additional securities are also being registered to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2) Consists of (i) 10,499,984 Ordinary Shares (as defined herein) 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”), that may be issued upon exercise of Warrants (as defined herein) to purchase Ordinary Shares, which were originally Public Warrants (as defined herein) that were automatically converted into Warrants upon consummation of the Merger (as defined herein) and (ii) 6,250,000 Ordinary Shares of AMPSA that may be issued upon exercise of Warrants to purchase Ordinary Shares, which were originally Private Placement Warrants (as defined herein) that were automatically converted into Warrants upon consummation of the Merger. Each Warrant will entitle the warrant holder to purchase one Ordinary Share at a price of $11.50 per share (subject to adjustment). The Warrants were previously registered on a registration statement on Form F-4 (File No. 333-254005) (the “Prior Registration Statement), initially declared effective on July 7, 2021, and are being transferred to this Registration Statement pursuant to Rule 457(p). Pursuant to Rule 429 under the Securities Act of 1933, as amended, the prospectus included herein is a combined prospectus that also relates to securities that were registered by Prior Registration Statement and this Registration Statement constitutes a post-effective amendment to the Prior Registration Statement. A filing fee of $21,016 was previously paid in connection with registering offers and sales, pursuant to the Prior Registration Statement, of 16,750,000 Ordinary Shares issuable upon exercise of warrants. Such post-effective amendment shall become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(a) of the Securities Act.

 

 

 

 

(3) Consists of the resale by the selling securityholders named in the prospectus of up to (i) 69,500,000 Ordinary Shares issued to the Subscribers (as defined herein); (ii) 493,763,520 Ordinary Shares issued to 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”); (iii) 9,843,750 Ordinary Shares issued to Gores Sponsor V LLC, Gores Pipe, LLC, Randall Bort, William Patton and Jeffrey Rea; and (vi) 6,250,000 Ordinary Shares of AMPSA that may be issued upon exercise of Warrants to purchase Ordinary Shares, which were originally Private Placement Warrants that were automatically converted into Warrants upon consummation of the Merger.
(4) Estimated solely to calculate the registration fee in accordance with Rule 457(c) of the Securities Act on the basis of the average of the high and low sales prices of the Ordinary Shares as reported on the New York Stock Exchange on August 9, 2021.
(5) Consists of the resale by the selling securityholders named in the prospectus of up to 6,250,000 Warrants to purchase Ordinary Shares, which were originally Private Placement Warrants that were automatically converted into Warrants upon consummation of the Merger.
(6) The maximum number of Warrants and Ordinary Shares of the registrant issuable upon exercise of the Warrants are being simultaneously registered hereunder. No separate registration fee required pursuant to Rule 457(g) under the Securities Act. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to such Warrants has been allocated to the Ordinary Shares underlying such warrants and those Ordinary Shares are included in the registration fee as calculated in footnote (4) above.