20-F: Annual and transition report of foreign private issuers [Sections 13 or 15(d)]
Published on March 4, 2025
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
OR
For the fiscal year ended
OR
OR
Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . .
For the transition period from to
Commission file number
(Exact Name of Registrant as Specified in Its Charter)
(Jurisdiction of incorporation or organization)
+352 26 25 85 55
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Chief Financial Officer
+
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None.
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:
Yes ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☐
Non-Accelerated Filer ☐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 pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐ |
the International Accounting Standards Board ☒ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes
Table of Contents
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Group Consolidated Financial Statements – Basis of Preparation |
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Item 1. Identity of Directors, Senior Management and Advisers |
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Item 11. Quantitative and Qualitative Disclosures About Market Risk |
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Item 12. Description of Securities Other than Equity Securities |
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Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds |
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Item 16D. Exemptions from the Listing Standards for Audit Committees |
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Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
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Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
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F-1 |
Ardagh Metal Packaging S.A.
4
Definitions and Terminology
Except where the context otherwise requires or where otherwise indicated, all references to “AMPSA,” the “Group,” the “Company,” “we,” “us” and “our” refer to Ardagh Metal Packaging S.A. and its consolidated subsidiaries.
References to legislation are, except where otherwise stated, references to the legislation of the United States of America.
In addition, unless otherwise indicated, or the context otherwise requires, references in this annual report on Form 20-F (the “Annual Report”) to:
| ● | “AGSA” are to Ardagh Group S.A., a public limited liability company (société anonyme) incorporated and existing under the laws 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” are to the business of developing, manufacturing, printing, marketing and selling metal beverage cans and ends and related technical and customer services as engaged in by AMPSA and its subsidiaries; |
| ● | “AMP Transfer” are to a series of transactions pursuant to the Transfer Agreement in connection with the Business Combination effected by AGSA on April 1, 2021 that resulted in (a) the equity interests of Ardagh Packaging Holdings Limited, an Irish subsidiary of AGSA, and certain other subsidiaries of AGSA engaged in the metal beverage can business being directly or indirectly owned by AMPSA (all such entities collectively, the “AMP Entities”) 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 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; |
| ● | “Ardagh Group” are to AGSA and its consolidated subsidiaries, except where the context requires otherwise; |
| ● | “Articles” are to the articles of association of AMPSA; |
| ● | “Business Combination” are to the transactions contemplated by the Business Combination Agreement; |
| ● | “Business Combination Agreement” are to the Business Combination Agreement, dated as of February 22, 2021, as amended from time to time, by and among GHV, AMPSA, AGSA and MergeCo, and filed as Exhibits 4.1 and 4.2 to this Annual Report; |
| ● | “GHV” are to Gores Holdings V, Inc., a Delaware corporation which, following the Merger, was renamed to “Ardagh MP USA Inc.” and has since been dissolved; |
| ● | “GHV Sponsor” are to Gores Sponsor V LLC, a Delaware limited liability company; |
| ● | “MergeCo” are to Ardagh MP MergeCo Inc; |
| ● | “Merger” are to 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; |
| ● | “NYSE” are to the New York Stock Exchange; |
Ardagh Metal Packaging S.A.
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| ● | “Ordinary Shares” are to ordinary shares of AMPSA, with a nominal value of €0.01 per share; |
| ● | “Paris Agreement” are to the Paris Agreement of 2015 adopted by 196 countries, under which governments mutually pledged to limiting global warming to well-below 2°C, preferably to 1.5°C, compared to pre-industrial levels; |
| ● | “PIPE” are to the private placement pursuant to which the Subscribers purchased 69,500,000 Ordinary Shares, for a purchase price of $10.00 per share (the “PIPE Shares”); |
| ● | “Preferred Shares” are to the 56,306,306 redeemable non-voting shares in the Company, with a par value of €4.44 per share, and any such shares issued from time to time in the Company; |
| ● | “Registration Rights and Lock-Up Agreement” are to 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, a form of which is filed as Exhibit 4.4 to this Annual Report; |
| ● | “Science-Based Sustainability Targets” are to the targets that are in line with what the latest climate science deems necessary to meet the goals of the Paris Agreement (limiting global warming to well-below 2°C above pre-industrial levels and pursuing efforts to limit warming to 1.5°C); |
| ● | “SBTi” or Science-Based Targets initiative are to the initiative to drive climate action in the private sector by enabling companies to set science-based emissions reduction targets; |
| ● | “Scope 1 emissions” are to greenhouse gas emissions that an organization makes directly from activities; |
| ● | “Scope 2 emissions” are to indirect greenhouse gas emissions that an organization makes through the purchase and use of electricity; |
| ● | “Scope 3 emissions” are to all indirect greenhouse gas emissions that occur in the value chain of the reporting company, including both upstream and downstream emissions; |
| ● | “SEC” are to the U.S. Securities and Exchange Commission; |
| ● | “Services Agreement” are to the services agreement, dated as of August 4, 2021, by and between AGSA and AMPSA, related to the provision of certain corporate and business-unit services by AGSA to AMPSA and its subsidiaries and by AMPSA and its subsidiaries to AGSA, filed as Exhibit 4.6 to this Annual Report; |
| ● | “Shareholders Agreement” are to the shareholders agreement entered into by AGSA and AMPSA on August 4, 2021 and filed as Exhibit 4.5 to this Annual Report; |
| ● | “Subscribers” are to the investors that purchased Ordinary Shares in the PIPE; |
| ● | “Subscription Agreements” are to the subscription agreements, dated as of February 22, 2021, entered into with the Subscribers and the GHV Sponsor, pursuant to which the Subscribers and the GHV Sponsor agreed to purchase, and AMPSA agreed to sell to the Subscribers and the GHV Sponsor the PIPE Shares for an aggregate cash amount of $600,000,000, a form of which is filed as Exhibit 4.3 to this Annual Report; |
| ● | “Transfer Agreement” are to the transfer agreement, dated as of February 22, 2021, by and between AGSA and AMPSA, filed as Exhibit 4.7 to this Annual Report; |
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| ● | “Warrants” are to the warrants of AMPSA, each exercisable for one Share at an exercise price of $11.50 per share, subject to adjustment as described in the Warrant Agreement as set forth under “Exhibit 2.7—Description of Securities Registered pursuant to Section 12 of the Exchange Act” to this Annual Report; and |
| ● | “Warrant Agreement” is to the warrant agreement, dated as of August 10, 2020, by and between GHV and Continental Stock Transfer & Trust Company as warrant agent, filed as Exhibit 2.3 to this Annual Report, as assigned to AMPSA and amended in accordance with a warrant assignment, assumption and amendment agreement, dated August 4, 2021, by and among AMPSA, GHV, Computershare Inc. and Computershare Trust Company, N.A., filed as Exhibit 2.2 to this Annual Report. |
General Information
AMPSA was incorporated under the laws of Luxembourg on January 20, 2021 as a public limited liability company (société anonyme) having its registered office at 56, rue Charles Martel, L‑2134 Luxembourg, Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés de Luxembourg) under number B 251465.
The Company has direct and indirect ownership of 100% of the issued share capital of holding companies which hold all of our principal finance and operating subsidiaries.
Group Consolidated Financial Statements – Basis of Preparation
The consolidated financial statements of the Group have been prepared in accordance with, and are in compliance with, IFRS® Accounting Standards and related interpretations as issued by the International Accounting Standards Board (“IASB”). IFRS Accounting Standards are comprised of standards and interpretations approved by the IASB, and standards and interpretations approved by the predecessor International Accounting Standards Committee that have been subsequently approved by the IASB and remain in effect. References to IFRS Accounting Standards hereafter should be construed as references to IFRS Accounting Standards as issued by the IASB.
The audited consolidated financial statements are presented in U.S. dollar, rounded to the nearest million and have been prepared under the historical cost convention, except for the following:
| ● | Private and Public Warrants and Earnout Shares are stated at fair value; |
| ● | 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. |
The preparation of consolidated financial statements in conformity with IFRS Accounting Standards requires the use of critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities and income and expenses. It also requires management to exercise judgment in the process of applying Group accounting policies. These estimates, assumptions and judgments are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances and are subject to continual re-evaluation. However, actual outcomes may differ from these estimates. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the audited consolidated financial statements, are discussed in critical accounting estimates, assumptions and judgments in note 3 to the audited consolidated financial statements included in this Annual Report.
Ardagh Metal Packaging S.A.
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Currencies
In this Annual Report, unless otherwise specified or the context otherwise requires:
| ● | “$,” “USD” and “U.S. dollar” each refer to the lawful currency of the United States of America; |
| ● | “€,” “EUR” and “euro” each refer to the euro, the single currency of the participating members of the European Economic and Monetary Union pursuant to the Treaty Establishing the European Community, as amended from time to time; and |
| ● | “£” and “pounds” refer to pounds sterling, the lawful currency of the United Kingdom. |
Safe Harbor Statement
This Annual Report does not constitute an offer for sale or subscription of or solicitation or invitation of any offer to buy or subscribe for any securities, including in the United States, and, except to the extent this Annual Report is incorporated by reference into the Company’s registration statement on Form F-3, as amended, this Annual Report shall not be deemed to form part of any such offer, solicitation or invitation. Specifically, this Annual Report does not constitute a “prospectus” within the meaning of the U.S. Securities Act of 1933, as amended (the “Securities Act”).
We routinely post important information on our website https://ir.ardaghmetalpackaging.com. This website and any other websites referenced herein and the information contained therein or connected thereto shall not be deemed to be incorporated into this Annual Report.
Market and Industry Data
Within this Annual Report, we reference information and statistics obtained from independent third-party sources. While we believe such information is reliable, we have not independently verified any third-party information.
Forward-Looking Statements
This Annual Report contains estimates and “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are not historical facts and are inherently subject to known and unknown risks and uncertainties, many of which may be beyond our control. Forward-looking statements are not a guarantee of future performance and actual results or developments may differ materially from expectations. The words “believe,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” and the negatives of these words and other similar expressions generally identify forward-looking statements. Any forward-looking statements in this Annual Report are based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions, expected future developments, and other factors we believe are appropriate in the circumstances.
It is possible that actual events could differ materially from those made in or suggested by the forward-looking statements in this Annual Report from our current expectations and projections about future events at the time due to a variety of factors including, but not limited to, the following:
| ● | an increase in metal beverage can manufacturing capacity without a corresponding increase in demand; |
| ● | competition from other metal packaging producers and alternative forms of packaging; |
Ardagh Metal Packaging S.A.
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| ● | concentration of our customers or changes in our customers’ strategic choices, such as whether to prioritize price or volume requirements; |
| ● | a significant write-down of goodwill; |
| ● | varied seasonal demands for our products and unseasonable weather conditions; |
| ● | changes in consumer lifestyle, nutritional preferences, health-related concerns and warnings, health-related drug developments, social media influence and consumer taxation; |
| ● | further consolidation of our existing customer base; |
| ● | availability and any increase in the costs of raw materials, including as a result of changes in tariffs and duties and our inability to fully pass through input costs; |
| ● | stability of energy supply and increase in energy prices, including in Europe as a result of the ongoing Russia-Ukraine war; |
| ● | reliance on our suppliers and their ability to make timely deliveries due to factors such as supply chain disruption; |
| ● | changes in the economic, political, credit, and/or financial environment in which we operate, which could have a material adverse effect on our business, such as reducing demand for our products; |
| ● | currency, interest rate and commodity price fluctuations; |
| ● | any pandemics or disease outbreaks that may have adverse impacts on worldwide economic activity and our business; |
| ● | interruption in the operations of our production facilities including through infrastructure failure caused by physical damage; |
| ● | acquisitions, including with respect to successful integration; |
| ● | organized strikes or work stoppages by our unionized employees; |
| ● | dependence on our executive and senior management, and other highly skilled personnel; |
| ● | costs and future funding obligations associated with post-retirement benefits provided to our employees; |
| ● | data protection, data breaches, cyberattacks on our IT systems and network disruptions, including the costs and reputational harm associated with such events; |
| ● | impact of climate change, both physical and transitional, as well as those associated with the failure to meet our sustainability targets; |
| ● | environmental, health and safety concerns, as well as legal, regulatory or other measures to address such concerns and associated costs to us; |
| ● | legislation and regulation, including costs of compliance and changes to laws and regulations governing our business; |
| ● | workplace injury and illness claims at our production facilities; |
| ● | failure of our control measures and systems that result in faulty or contaminated products and potential related reputational risk; |
| ● | litigation, arbitration and other proceedings; |
| ● | insufficient or prohibitively expensive insurance coverage; |
| ● | failure to maintain an effective system of disclosure controls and internal controls over financial reporting; |
Ardagh Metal Packaging S.A.
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| ● | our capital structure, including our substantial debt profile, ability to raise new financing or refinance existing financing, and ability to comply with the covenants in our financing agreements; and |
| ● | other risks and uncertainties described herein, including those under “Item 3. Key Information—D. Risk Factors.” |
In addition, new risk factors and uncertainties emerge from time to time, and it is not possible for us to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual events to differ materially from those contained in any forward-looking statements. Therefore, you are cautioned not to place undue reliance on these forward-looking statements. While we continually review trends and uncertainties affecting our results of operations and financial condition, we do not assume any obligation to update or supplement any particular forward-looking statements contained in this Annual Report.
Non-IFRS Financial Measures
This Annual Report contains certain consolidated financial measures such as Adjusted EBITDA, working capital, net debt, and ratios relating thereto that are not calculated in accordance with IFRS Accounting Standards or Generally Accepted Accounting Principles in the United States (“U.S. GAAP”). Adjusted EBITDA consists of profit/(loss) for the year before income tax expense/(credit), net finance expense, depreciation and amortization and exceptional operating items.
Non-IFRS financial measures may be considered in addition to IFRS financial information, but should not be used as substitutes for the corresponding IFRS financial measures. The non-IFRS financial measures used by AMPSA may differ from, and not be comparable to, similarly titled measures used by other companies.
Part I
Item 1. Identity of Directors, Senior Management and Advisers
Not Applicable
Item 2. Offer Statistics and Expected Timetable
Not Applicable
Item 3. Key Information
A.Reserved
B.Capitalization and indebtedness
Not Applicable
C.Reasons for the offer and use of proceeds
Not Applicable
D.Risk Factors
Our business is subject to a number of risks and uncertainties that may materially adversely affect our business, results of operations, financial condition, cash flows or prospects and that are described below. In addition, you should consider the interrelationship and compounding effects of two or more risks occurring simultaneously.
Ardagh Metal Packaging S.A.
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Summary Risk Factors
The following summarizes the material risks that could materially adversely affect our business, results of operations, financial condition, cash flows or prospects. You should carefully consider all the information set forth in this Annual Report on Form 20-F including, but not limited to, the risks set forth in this “Item 3. Key Information—D. Risk Factors.” Our business, results of operations, financial condition, cash flows or prospects could be materially adversely affected by any of these risks.
Risks Relating to Our Business, Products and Industry
| ● | risks relating to an increase in metal beverage can manufacturing capacity without a corresponding increase in demand; |
| ● | risks relating to competition from other metal packaging producers and alternative forms of packaging; |
| ● | risks relating to the concentration of our customers or changes in our customers’ strategic choices, such as whether to prioritize price or volume requirements; |
| ● | risks associated with a significant write-down of goodwill; |
| ● | risks relating to the varied seasonal demand for our products and unseasonable weather conditions; |
| ● | risks associated with changes in consumer lifestyle, nutritional preferences, health-related concerns and warnings, health-related drug development, social media influence and consumer taxation; |
| ● | risks associated with the further consolidation of our existing customer base; |
Risks Relating to Our Supply Chain
| ● | risks relating to the availability and any increase in the costs of raw materials, including as a result of changes in tariffs and duties and our inability to fully pass through input costs; |
| ● | risks relating to the stability of energy supply and increase in energy prices, including in Europe as a result of the ongoing Russia-Ukraine war; |
| ● | risks relating to the availability and cost of oil and its by-products as a result of political tension or conflicts, including in the Middle East; |
| ● | risks associated with our reliance on our suppliers and their ability to make timely deliveries due to factors such as supply chain disruption; |
Risks Relating to Economic, Market and Political Matters
| ● | risks relating to changes in the economic, political, credit, and/or financial environment in which we operate, which could have a material adverse effect on our business, such as reducing demand for our products; |
| ● | risks relating to currency, interest rate and commodity price fluctuations; |
| ● | risks relating to any pandemics or disease outbreaks that have had, and in the future may have, adverse impacts on worldwide economic activity and our business; |
Risks Relating to Our Employees and Operations
| ● | risks relating to any interruption in the operations of our production facilities including infrastructure failure from physical damage; |
| ● | risks associated with acquisitions, including with respect to successful integration; |
Ardagh Metal Packaging S.A.
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| ● | risks relating to organized strikes or work stoppages by our unionized employees; |
| ● | risks relating to our dependence on our executive and senior management, and other highly skilled personnel; |
| ● | risks associated with costs and future funding obligations associated with post-retirement benefits provided to our employees; |
Risks Relating to our Information Technology Systems
| ● | risks associated with data protection, data breaches, cyberattacks on our IT systems and network disruptions, including the costs and reputational harm associated with such events; |
Risks Relating to Legal and Regulatory Matters
| ● | risks relating to the impact of climate change, both physical and transitional, as well as those associated with the failure to meet our sustainability targets; |
| ● | risks relating to environmental, health and safety concerns, as well as legal, regulatory or other measures to address such concerns and associated costs to us; |
| ● | risks relating to legislation and regulation, including costs of compliance and changes to laws and regulations governing our business; |
| ● | risks associated with workplace injury and illness claims at our production facilities; |
| ● | risks relating to failure of our control measures and systems that result in faulty or contaminated products and potential related reputational risk; |
| ● | risks relating to litigation, arbitration and other proceedings; |
| ● | risks associated with insufficient or prohibitively expensive insurance coverage; |
| ● | risks associated with failure to maintain an effective system of disclosure controls and internal controls over financial reporting; |
Other
| ● | risks relating to the Services Agreement; |
| ● | risks relating to our capital structure, including our substantial debt profile, ability to raise new financing or refinance existing financing, and ability to comply with the covenants in our financing agreements; |
| ● | risks relating to the ownership of our Ordinary Shares, including those associated with the activities of our shareholders and our position as a company controlled by AGSA and our status as a Luxembourg company and a foreign private issuer; and |
| ● | other risks and uncertainties as set forth in this “Item 3. Key Information—D. Risk Factors.” |
For a more complete discussion of the material risks facing our business, see below.
Risks Relating to Our Business, Products and Industry
An increase in metal beverage can manufacturing capacity, including that of our competitors, without a corresponding increase in demand for metal beverage can packaging could cause prices to decline or result in the curtailment or closure of certain of our operations, which could have a material adverse effect on our business.
The profitability of metal beverage packaging companies is heavily influenced by the supply of, and demand for, metal packaging. We, and certain of our major competitors, have recently undertaken significant and long-term metal
Ardagh Metal Packaging S.A.
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beverage can capacity expansions in the United States, Europe and Brazil. Such expansions may produce, and have produced in certain localities, excess supply if the demand for metal beverage cans is weaker than anticipated, and the prices we receive for our products could decline or result in the curtailment or closure of certain of our operations, which could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
We cannot assure you that metal beverage can manufacturing capacity in any of our markets, including the capacity of our competitors, will not increase further in the future, nor can we assure you that demand for metal beverage packaging will meet or exceed supply.
We face competition from other metal packaging producers, as well as from manufacturers of alternative forms of packaging.
The sectors in which we operate are relatively mature and competitive. Prices for the products manufactured by us 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 recent or planned new investment in the industry, could result in pricing pressures in the future. Our principal competitors include Ball Corporation, Crown Holdings and CANPACK, and some of our competitors may have greater financial, technical or marketing resources, or may have more desirably located, newly installed or excess capacity. See “—An increase in metal beverage can manufacturing capacity, including that of our competitors, without a corresponding increase in demand for metal beverage can packaging could cause prices to decline or result in the curtailment or closure of certain of our operations, which could have a material adverse effect on our business” for a further discussion on the impact of excess capacity in our market. To the extent that any one or more of our competitors becomes more successful with respect to any key competitive factor, our ability to attract and retain customers could be materially adversely affected. Moreover, changes in the global economic environment could result in reductions in demand for our products in certain instances, which could increase competitive pressures. The occurrence of any of the aforementioned events, among others, could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects. See “—Risks Relating to Economic, Market and Political Matters—Changes to the economic, political, credit, and/or financial environment in which we operate could have a material adverse effect on our business, such as affecting consumer demand for beverage products, which could impact our customers and as a result, reduce the demand for our products” for a further discussion on the impact of the global economic environment on our business.
In addition, we are 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 or a decrease in the costs of alternative packaging products can significantly influence sales, and there can be no assurance that our products will successfully compete against alternative packaging products. An increase in consumer demand for alternative packaging could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
Certain of our customers meet some of their metal beverage packaging requirements through self-manufacturing, which reduces their external purchases of packaging. For example, AB InBev manufactures metal beverage packaging through its affiliate, Metal Container Corporation in the United States, as well as directly in Brazil, and Molson Coors manufacture metal beverage packaging through their joint arrangement, Rocky Mountain Metal Container Corporation in the United States, which they operate with Ball Corporation. The potential of further vertical integration of our customers could introduce new production capacity in the market, which may create an imbalance between metal beverage packaging supply and demand and could have a material adverse effect on our future performance.
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As our customers are concentrated, our business could be materially adversely affected if we were unable to maintain relationships with our largest customers.
Our ten largest customers accounted for approximately 57% of our revenue for the year ended December 31, 2024. While we believe that we have good relationships with these customers, there can be no assurance that we will be able to maintain these relationships. Over 80% of our revenue for the year ended December 31, 2024 was backed by multi-year supply agreements, ranging from two to seven years in duration. Although these arrangements have provided, and we expect they will continue to provide, the basis for long-term partnerships with our customers, there can be no assurance that our customers will not cease to purchase our products. These arrangements, unless they are renewed, expire in accordance with their respective terms and may be terminated under certain circumstances, such as our failure to meet quality, volume or other contractual commitments. In addition, if our customers unexpectedly reduce the amount of metal beverage cans they purchase from us, cease purchasing our metal beverage cans altogether, or if there are any changes in their strategic choices, such as whether to prioritize price or volume requirements, our revenues could decrease and our inventory levels could increase, both of which could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects. Further, customer concentration could expose us to increased credit risk if our large customers are unable to fulfill their payment obligations to us.
In addition, 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 us as the terms of the current arrangements, and there is also the risk that our customers may shift their filling operations to locations in which we do 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 our relationships with these customers could have a material adverse effect on our business.
A significant write-down of goodwill could have a material adverse effect on our financial condition and results of operations.
Our goodwill as of December 31, 2024 was $1 billion. We evaluate goodwill annually or whenever indicators suggest that impairment may have occurred. The determination of the recoverable amounts of goodwill requires the use of a market approach, which includes estimates and assumptions which are based on comparable companies’ equity valuations. The resulting accounting estimates will, by definition, seldom equal the related actual results. As described further in the audited consolidated financial statements included in this Annual Report, we use the fair value less costs of disposal (“FVLCD”) model for the purposes of our annual goodwill impairment testing. However, if an impairment indicator exists for a cash generating unit (“CGU”), we also use the value in use (“VIU”) model in order to establish the recoverable amount being the higher of the FVLCD model and VIU 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 FVLCD or VIU models, general market conditions, or other factors may cause our goodwill to be impaired, resulting in a non-cash charge against results of operations to write-down goodwill for the amount of the impairment. If a significant write-down is required, the charge could have a material adverse effect on our business, financial condition, results of operations or prospects.
Demand for our products is seasonal. Unseasonal weather conditions, including as a result of climate change, could lead to unpredictable demand and materially adversely affect our business.
Demand for our products is seasonal and strongest during spring and summer, which means that our sales in North America and Europe are typically, based on historical trends, greater in the second and third quarters of the year and generally lower in the first and fourth quarters. In Brazil, sales are typically strongest in the first and fourth quarters and generally lower in the second and third quarters. However, demand for our products during the quarters with historically greater sales could be reduced if there is unseasonably cool weather in any of these regions.
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Unseasonable weather could become a more frequent occurrence as a result of climate change, which could have an adverse effect on demand for our products. The occurrence of any such events leading to unpredictable demand could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects. See “—Risks Relating to Legal and Regulatory Matters—Climate change may adversely affect our ability to conduct our business, including the availability and cost of resources required for our production processes” for a more detailed discussion of the ability of extreme weather events to potentially adversely impact our business.
Changes in consumer lifestyle, nutritional preferences, health-related concerns and warnings, health-related drug development, social media influence and consumer taxation could have a material adverse effect on our business.
Changes in consumer preferences and tastes, including as a result of social media influence, can have an impact on demand for our customers’ products, which in turn can lead to reduced demand for our products. Certain consumer products represent a significant proportion of our packaging market, such as beer. Our 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 our success. This requires a thorough understanding of our existing and potential customers and end-users on a global basis, particularly in developing or emerging markets. Failure to adapt and deliver quality products that meet our customers’ or end-users’ needs, through research and development or licensing of new technology, ahead of our competitors, could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
In addition, public health and government officials have become increasingly concerned about the health consequences associated with over-consumption of certain types of beverages, such as alcoholic and sugar-sweetened beverages, including those produced by certain of our customers. For example, the U.S. Surgeon General has recently released an advisory statement in respect of alcoholic beverages and preventable cancer risks, calling attention to this as a public health issue, which could result in a decrease in demand for those end-products that our customers produce. Furthermore, 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 such taxes, demand has decreased in these countries, and the publication of similar public health warnings or imposition of similar health-related taxes in the future on end-products in other countries may lower the demand for certain alcoholic beverages and soft drinks that our customers produce, which may as a result cause our customers to reduce their purchases of our products. In addition, the development of appetite suppressant drugs or weight loss medication may change the demand for certain types of beverages. Any decline in the popularity of any end-products due to lifestyle, nutrition or health considerations, or our inability to adapt to customer needs, could have a significant impact on our customers and could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
Further consolidation of our customer base may intensify pricing pressures or result in the loss of customers, either of which could have a material adverse effect on our business, financial condition and results of operations.
Some of our largest customers have acquired companies with similar or complementary product lines in recent years. For example, in February 2025, Celsius announced an agreement to acquire Alani Nu; in January 2025, Carlsberg acquired Britvic, and in 2023, Monster Beverage acquired Bang Energy. Prior customer consolidations include the acquisition of Brasil Kirin by Heineken in 2017 and AB InBev acquired SABMiller in 2016. Such consolidation activities resulted in an increase in the concentration of our sales with our largest customers and if similar consolidations should occur in the future, it could potentially be accompanied by pressure for lower prices. Increased pricing pressures from these customers may have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects. In addition, any consolidation of our customers may lead to their reliance on a reduced number of suppliers. If, following the combination of one of our customers with another company, a competitor was to be the main supplier to the newly consolidated company, this could have a material adverse effect on our business, financial condition, results of operations, cash flows or prospects.
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Risks Relating to Our Supply Chain
Our profitability could be adversely affected by the availability and increase in the costs of raw and other input materials, including as a result of changes in tariffs and duties.
We use various raw and other input materials, such as aluminum in our production. The availability and price of various raw and other input materials depends on global and local supply and demand forces, governmental regulations, level of production, resource availability, transportation and other factors. No assurance can be given that we would be able to secure our raw and other input materials from sources other than our current suppliers on terms as favorable as our current terms, or at all. The cost of any of the principal raw or input materials that we use may also significantly increase as a result of any tariff increases, sanctions, duties, transportation disruptions or delays, or other trade actions. Any such shortages, transportation disruptions or increases in cost could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
The primary raw material that we use is aluminum, which is, in turn, rolled into coils of sheet aluminum by our suppliers for use in our production process. Our business is exposed to both the availability of aluminum and the volatility of aluminum prices, including associated premia. Aluminum 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. See “—Risks Relating to Economic, Market and Political Matters—Currency, interest rate and commodity price fluctuations may have a material impact on our business” for a detailed description on the currency risks associated with the price volatility of aluminum. 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, we may not be able to continue to purchase them at current prices and/or other comparable terms. In addition, any increase in the level of investment in metal beverage can capacity expansion by us and our competitors will require a significant increase in sheet aluminum production by the suppliers, which will in turn require them to make significant investment and capital expenditures. Failure by the suppliers to increase capacity could cause supply shortages and significant increases in the cost of aluminum.
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 (such as 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. Furthermore, adverse political, economic or financial changes, industrial disputes, financial distress, pandemic-related, weather-related or energy-related supply disruptions could impact our suppliers, thereby causing supply shortages or increasing costs for our business. Our raw materials suppliers also operate in relatively concentrated industries, and this concentration can impact raw material costs. Over the last ten years, the number of major aluminum suppliers has decreased and there is a possibility of further consolidation. Further consolidation could hinder our ability to obtain adequate supplies of these raw materials and could lead to higher prices for aluminum. In addition, the relative price of oil and its by-products could also impact our business, by affecting other input materials costs, such as coatings, lacquer and ink. Accordingly, the ongoing Russia-Ukraine war and the related economic sanctions, and political tension and conflicts in the Middle East could have a material adverse effect on our operating costs, and in turn, our business, results of operations, financial condition, cash flows or prospects. See “—Risks Relating to Economic, Market and Political Matters —Changes to the economic, political, credit, and/or financial environment in which we operate could have a material adverse effect on our business, such as affecting consumer demand for beverage products, which could impact our customers and as a result, reduce the demand for our products” for more details.
Although a significant number of our sales contracts with customers include provisions enabling us to pass through increases and reductions in certain input costs, such as aluminum and coatings, we may not be able to pass on all or substantially all raw material and other input price increases or increase our prices to offset increases in raw and other input material costs without suffering reductions in unit volume, revenue and operating income. The perceived certainty of supply at our competitors may also put us at a competitive disadvantage regarding pricing and product volumes. In
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addition, we may not be able to hedge successfully against raw material cost increases. See “—Risks Relating to Economic, Market and Political Matters—Currency, interest rate and commodity price fluctuations may have a material impact on our business” for a more detailed description on hedging risks associated with commodity prices. Any of the above factors could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
We are dependent on a reliable and affordable supply of energy, and any shortage of energy supplies to our production facilities or increased energy prices could have a material adverse effect on our business.
We require access to reliable sources of affordable energy as certain energy sources are vital to our operations and we rely on a continuous power supply to effectively conduct our business. The ongoing Russia-Ukraine war and the related sanctions have led to a significant increase in our energy and other input costs, and there may be further adverse impacts on energy supplies and prices, particularly in Europe, as a result of uncertainty with regard to Russia’s production and export of oil and natural gas, or from political tension and conflicts in the Middle East. See “—Risks Relating to Economic, Market and Political Matters—Changes to the economic, political, credit and/or financial environment in which we operate could have a material adverse effect on our business, such as affecting consumer demand for beverage products, which could impact our customers and as a result, reduce the demand for our products” for more details.
In the event of energy shortages, we may not be able to meet our energy needs. This could lead to production stoppages, shutdowns, a decline in output, and decreased sales. In the event of a prolonged shortfall of adequate energy supplies, we could experience financial distress. In addition, any future increases or fluctuations in energy costs could result in a significant increase in our operating costs, and if we are not able to recover these costs from our customers, or through fixed-price procurement contracts, index tracking procurement contracts and hedging there could be a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
We are reliant on the performance of our suppliers, who may not be able to meet our demands due to supply chain disruption.
We are reliant on our suppliers for the timely delivery of raw materials, such as aluminum for the production of our metal beverage cans. We also engage third parties for the supply of various services, including, among others, logistics services for the transport of our metal beverage cans and IT services. If one or more of our suppliers is unable or unwilling to fulfil delivery obligations, for example, due to shortages of necessary raw materials, elevated energy prices or energy shortages, external conflicts, labor shortages or strikes, capacity allocation to other customers, financial distress, insolvency, government regulations, currency rate fluctuations, natural disasters and adverse weather conditions that are exacerbated by climate change, or other unforeseen circumstances, we could be at risk of production downtime, inventory backlogs and delays in deliveries to customers. The risk of financial distress for our suppliers could become more acute if energy prices increase or remain elevated, or if energy supplies are threatened. As a result, we may need to bear increased costs for such services or to find alternative providers, which may not be available on comparable or suitable terms, or at all. In addition, such suppliers could provide services that do not meet our requirements or fail to provide services in a timely manner, which could cause us to experience disruptions, delays, or product quality issues. If any of the foregoing risks were to materialize, it could have a material adverse effect on our business, financial condition, results of operations, cash flow or prospects.
Risks Relating to Economic, Market and Political Matters
Changes to the economic, political, credit, and/or financial environment in which we operate could have a material adverse effect on our business, such as affecting consumer demand for beverage products, which could impact our customers and as a result, reduce the demand for our products.
Demand for our packaging depends on demand for the products that use our packaging, which is primarily consumer driven and dependent on general economic conditions. Such macroeconomic conditions can be strongly
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influenced by geo-political events such as war, insurrection and other such conflicts between nations and state actors and can arise with little warning. Deteriorating general economic conditions may adversely impact consumer confidence resulting in reduced spending on our customers’ products and, thereby, reduced or postponed demand for our products. Any adverse economic conditions may also lead to a limited availability of credit, which could have an adverse effect on the financial condition, particularly on the purchasing ability of some of our customers and distributors. This may result in requests for extended payment terms, credit losses, finished goods obsolescence, insolvencies and diminished available sales channels. Deteriorating general economic conditions could also have an adverse impact on our suppliers, causing them to experience financial distress or insolvency, and jeopardizing their ability to provide timely deliveries of raw materials and other essentials to us, which could in turn have material adverse effects on our business, results of operations, financial condition, cash flows or prospects. Furthermore, such changes in general economic conditions as described above, among others, may reduce our ability to forecast developments in our industry and plan our operations and costs accordingly, resulting in operational inefficiencies.
Recent events that have had a significant impact on macroeconomic conditions around the world include the Russia-Ukraine war, political tension and conflicts in the Middle East, the COVID-19 pandemic and the resulting disruption to the global supply chain and the cost-of-living crises in countries around the world. The ongoing Russia-Ukraine war and the sanctions and export-control measures instituted by the United States, the European Union and the United Kingdom, among others, against Russian and Belarussian persons and entities in response have contributed to heightened inflationary pressures (including increased prices for oil and natural gas), market volatility and economic uncertainty, particularly in Europe, which have affected our business. Government measures to contain the COVID-19 pandemic resulted in significant decline in business activity around the world. Inflation rates began rising significantly in the European Union, the United States, the United Kingdom and Brazil in late 2021, remained at high levels through 2022 and 2023, and while inflation has declined during 2024, rates continue to be monitored very closely for volatility. Sustained high prices and actions taken by central banks and other state actors to combat rising inflation rates could further undermine economic growth, contribute to regional or global economic recessions, cause declines in consumer spending and confidence and increase borrowing costs, among other effects, each of which could materially adversely impact our business, results of operations, financial condition, cash flows or prospects. See “—Risks Relating to Our Capital Structure—Our substantial debt could adversely affect our financial health and our ability to effectively manage and grow our business” for a detailed discussion on the impact of changes in global economic conditions on our ability to raise new financing or refinance our existing borrowings. The slowdown of the global economy could lead to volatility in exchange rates that could increase the costs of our products. See “—Risks Relating to Economic, Market and Political Matters—Currency, interest rate and commodity price fluctuations may have a material impact on our business” for a further discussion on how this volatility could have a material adverse effect on our business.
Any economic downturn or recession, lower than expected growth, rising inflation or an otherwise uncertain economic outlook, either globally or in the markets in which we operate could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
Currency, interest rate and commodity price fluctuations may have a material impact on our business.
Our functional currency is the euro and we present our financial information in U.S. dollars. Insofar as possible, we actively manage currency exposures through the deployment of assets and liabilities throughout the Group. Our policy is, where practical, to match net investments in foreign currencies with borrowings and swaps in the same currency. When necessary and economically justified, we enter into currency hedging arrangements to manage our exposure to currency fluctuations by hedging against exchange rate changes. However, we may not be successful in limiting such exposure, which could materially adversely affect our business, results of operations, financial condition, cash flows or prospects. In addition, our presented results may be impacted because of fluctuations in the U.S. dollar exchange rate versus the euro.
We have metal beverage can production facilities in nine different countries, and sell products to, and obtain raw materials from, entities located in these and different regions and countries globally. As a result, a significant portion of our consolidated revenue, costs, assets and liabilities are denominated in currencies other than the euro, in particular, the
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U.S. dollar, the British pound and the Brazilian real. For the year ended December 31, 2024, 72% of our revenue was from countries with currencies other than the euro. The exchange rates between the currencies which we are exposed to have fluctuated significantly in the past and may continue to do so in the future, which could have a material adverse effect on our results of operations. Volatility in exchange rates could increase the costs of our products such that we may not be able to pass on the cost to our customers or could impair the purchasing power of our customers in different markets. Such events could result in significant competitive benefit to certain of our competitors that incur a material part of their costs in different currencies than we do, hamper our pricing, increase our hedging costs and limit our ability to hedge our exchange rate exposure. Furthermore, we are exposed to currency transaction risks, where changes in exchange rates affect our ability to purchase equipment and raw materials and sell products at profitable prices, reduce the value of our assets and revenues and increase liabilities and costs.
We are also exposed to interest rate risk, where fluctuations in interest rates may affect our interest expense on existing debt, the cost of new financing or refinancing existing debt. While we principally use fixed rate debt and cross currency interest rate swaps to manage this type of risk, sustained increases in interest rates could nevertheless materially adversely affect our business, results of operations, financial condition, cash flows or prospects. See “—Risks Relating to Our Capital Structure—Our substantial debt could adversely affect our financial health and our ability to effectively manage and grow our business” for a further discussion on how increases in interest rates could affect our ability to service our indebtedness.
We are also subject to commodity price risk, mainly as a result of fluctuations in the price and availability of raw materials and energy, such as aluminum, natural gas, electricity and diesel. We use fixed price supply and derivative agreements to manage some of the material commodity cost risk. Aluminum has historically been subject to significant price volatility, and as aluminum is priced in U.S. dollars, fluctuations in the U.S. dollar/euro rate also affect the euro cost of aluminum. Where we are unable to pass through increases in certain input costs to our customers, we operate hedging programs to manage the price and foreign currency risk on our aluminum purchases, but increased prices for aluminum could affect customer demand. See “—Risks Relating to Our Supply Chain—Our profitability could be adversely affected by the availability and increase in the costs of raw and other input materials, including as a result of changes in tariffs and duties” for more information on the availability and cost of aluminum.
We have an active hedging strategy to fix a significant proportion of our energy costs through contractual arrangements directly with our suppliers. Our policy is to purchase natural gas and electricity by entering into forward price-fixing arrangements with suppliers for the majority of our anticipated requirements for the year ahead and for further diminishing portions of our anticipated requirements for subsequent years. Such contracts are used exclusively to obtain delivery of our anticipated energy supplies. We do not trade nor look to profit from such activities. We avail ourselves of the own use exemption and, therefore, these contracts are treated as executory contracts. We also occasionally hedge portions of our natural gas, electricity and diesel price risk by entering into derivatives with banks, where it is deemed favorable versus hedging with suppliers. Any natural gas, electricity and diesel that is not purchased under forward fixed price arrangements or hedged with banks is purchased under index tracking contracts or at spot prices. However, there can be no assurance that our strategies will prove effective, given that there are certain circumstances that are beyond our control, such as increased market volatility as a result of the ongoing Russia-Ukraine war, or political tension and conflicts in the Middle East. See “—Risks Relating to Economic, Market and Political Matters—Changes to the economic, political, credit, and/or financial environment in which we operate could have a material adverse effect on our business, such as affecting consumer demand for beverage products, which could impact our customers and as a result, reduce the demand for our products” for further details. Our costs could be adversely impacted to the extent we are unable to counteract the effects of the aforementioned risks effectively.
For a further discussion of these matters and the measures we have taken to seek to protect our business against these risks, see “Item 5. Operating and Financial Review and Prospects” and “Item 11. Quantitative and Qualitative Disclosures About Market Risk.”
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Pandemics or disease outbreaks, as well as governmental mandates and restrictions attributable thereto, have had, and in the future may have, an adverse impact on worldwide economic activity and our business.
Pandemics or disease outbreaks, as well as measures enacted to prevent their spread, including restrictions on travel, imposition of quarantines and prolonged closures of workplaces and other businesses, including hospitality, leisure and entertainment outlets, and the related cancellation of events, have impacted and may impact our business in the future in several ways. For example, the various governmental lockdown mandates and other restrictive measures in response to the COVID-19 pandemic between 2020 and 2022 reduced global economic activity, which resulted in lower demand for certain of our customers’ products and, therefore, the products we manufacture, although demand for “at-home” consumption increased and therefore demand for many of our customers’ products increased. As a result, the sales of our products proved to be resilient during the COVID-19 pandemic. However, the COVID-19 pandemic had an adverse effect on our operations, including disruptions to our supply chain and workforce and the incurrence of increased costs. The impact of any pandemic or disease outbreaks on capital markets could also increase our cost of borrowing. In addition, our customers, distribution partners, service providers or suppliers may experience financial distress, file for bankruptcy protection, go out of business, or suffer disruptions in their businesses due to any future pandemic or disease outbreaks, which could have a material adverse effect on our business. There can be no assurance that any future pandemics or disease outbreaks will not have a material adverse effect on global economic activity and on our business, results of operations, financial condition, cash flows or prospects.
Risks Relating to Our Employees and Operations
Any interruption in the operations of our production facilities, including infrastructure failure from physical damage, may adversely affect our business.
All of our manufacturing activities take place at production facilities that we own or lease under long-term leases. Our manufacturing processes include cutting, coating and shaping aluminum 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. Furthermore, certain of our production facilities are located in geographically vulnerable areas, including in some parts of the United States, and the risk of the occurrence of these hazards is exacerbated by the increasing frequency of extreme weather-related events, such as floods, windstorms and wildfires as well as natural disasters, such as earthquakes. Such hazards could directly, as well as indirectly, impact our production facilities, for example, by affecting the availability of national infrastructure, such as road networks and electrical power grids, that we are reliant upon. 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, which may have a material adverse effect on our business, financial condition, results of operations, cash flow or prospects.
In addition, it may be increasingly difficult to obtain, renew or maintain permits and authorizations issued by governmental authorities necessary to operate our production facilities, due to the increasing urbanization of the sites where some of them are located. Urbanization could lead to more stringent operating conditions for obtaining or renewing the necessary authorizations, the refusal to grant or renew these authorizations, or expropriations of these sites for urban planning projects, any of which could result in the incurrence of significant costs, with no assurance of partial or full compensation from the governmental authorities.
Even though we conduct regular maintenance on our operating equipment, due to the extreme operating conditions inherent in some of our manufacturing processes, we cannot assure you that we will not incur unplanned business interruptions due to equipment breakdowns or similar manufacturing problems. We could also experience disruption to our IT systems and other automated manufacturing processes, including through cybersecurity attacks, which could halt or severely reduce production. See “—Risks Relating to our Information Technology Systems—Our heavy
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reliance on technology and automated systems to operate our business could mean that any significant failure or disruption of these systems, including as a result of cybersecurity attacks, could have a material adverse effect on our business and reputation” for a further discussion on the impact of a cybersecurity attack on our business. There can be no assurance that alternative production capacity would be readily available in the event of an interruption.
If any of the aforementioned failures or disruptions affect any of our major operating lines or production facilities, it may result in a disruption of our ability to supply customers and a consequent loss of revenues. The potential impact of any disruption would depend on the nature and extent of the damage caused to such facility. For example, our industry’s business model typically involves a metal beverage can ends production facility supplying multiple metal beverage can production facilities. A failure or disruption in an ends production facility could therefore impact our ability to supply multiple customers with ends and any inability to source ends from another location could result in a material loss of sales.
To the extent that we experience production disruptions as a result of any of the aforementioned factors, we may also be required to make unplanned capital expenditures even though we may not have available resources at such time, which would result in significant costs and expenses. As a result, our liquidity may be adversely affected, which could have a material adverse effect on our business, financial condition, results of operations, cash flow or prospects.
We may not be able to integrate acquisitions effectively.
We consider acquisition to be one of our business drivers. There is no certainty that any acquired business will be effectively integrated. If we cannot successfully integrate acquired businesses within a reasonable time frame, we may not be able to realize the cost savings, synergies and revenue enhancements that we anticipate 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 we expected. Our ability to realize anticipated cost savings and synergies may be affected by a number of factors, including the use of more cash or other financial resources on integration and implementation activities than we expect, such as restructuring and other exit costs, unanticipated conditions imposed in connection with obtaining required regulatory approvals, and increases in expected acquisition costs and expenses, which may offset the cost savings and other synergies realized from such acquisitions. To the extent we pursue an acquisition that causes us to incur unexpected costs or that fails to generate expected returns, or fail to successfully integrate such businesses, the diversion of management attention and other resources from our existing operations could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
Organized strikes or work stoppages by unionized employees could have a material adverse effect on our business.
Many of our operating companies are party to collective bargaining agreements with trade unions, which cover the majority of our employees. A prolonged work stoppage or strike at any facility with union employees could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects. In addition, we cannot ensure that, upon the expiration of our existing collective bargaining agreements, new agreements will be reached without union action or that our operating companies will be able to negotiate acceptable new contracts with trade unions, which could result in strikes by the affected employees and increased operating costs as a result of higher wages or benefits paid to unionized employees. If unionized employees at our operating companies, or our customers or suppliers, were to engage in a strike or other work stoppage, we could experience a significant disruption of operations, higher ongoing labor costs and reputational harm, which may have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
We depend on our executive and senior management as well as other highly skilled personnel, and our operations may be disrupted if we are unable to retain or motivate such personnel.
We depend on our experienced executive team, who are identified under “Item 6. Directors, Senior Management and Employees,” members of senior management, and other key and skilled personnel. These individuals possess
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manufacturing, sales, marketing, technical, financial and other specialized skills that are critical to the operation of our business. The loss of services of one or more of the members of our executive team, members of senior management or other key and skilled personnel, or the failure to provide adequate succession plans for such personnel could adversely affect our operations, decision-making processes, core values and organizational behavior, and competitiveness until suitable replacements can be found. Moreover, the hiring of qualified individuals in our industry is highly competitive and there may be a limited number of persons with the requisite skills and experience to serve in these positions, for example, where recruiting for replacements with similar expertise in can-making may not always be possible for our production facility-based roles. Our business may also suffer from various disruptions if we experience high levels of staff turnover across our business, or if our personnel do not adapt effectively to any adjustments or changes that we might make to our operating model. There can be no assurance that we would be able to locate, employ or retain required qualified personnel on terms acceptable to us, or at all, which could have a material adverse effect on our business, financial condition, results of our operations, cash flows or prospects.
We face costs and future funding obligations associated with post-retirement benefits provided to employees, which could have a material adverse effect on our financial condition.
As of December 31, 2024, our accumulated post-retirement benefit obligation, net of employee benefit assets, was approximately $144 million covering our employees in multiple jurisdictions. The costs associated with these and other benefits to employees could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
We operate and contribute 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 our pension and other post-retirement benefit obligations may be required if market underperformance is severe. Furthermore, for certain of our pension schemes in the United States, 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. In addition, we may have to make significant cash payments to some or all of these plans, including under guarantee agreements, in the future to provide additional funding, which would reduce the cash available for our business.
Risks Relating to our Information Technology and Operational Technology Systems
Our heavy reliance on technology and automated systems to operate our business could mean that any significant failure or disruption of these systems, including as a result of cybersecurity attacks, could have a material adverse effect on our business and reputation.
We depend on automated systems, including cloud-based service providers, and technology to operate our business, including manufacturing, production planning, logistics, accounting, telecommunication and information technology systems. There can be no assurance that these systems will not fail or suffer from substantial or repeated disruptions due to various events, some of which are beyond our control, such as natural disasters, power failures, terrorist attacks, equipment or software failures, user errors or computer viruses. Any such disruptions could severely interrupt the operation of our production facilities for an extended period of time, which could have an adverse effect on the supply of our products and result in a material adverse effect on our business, financial condition, results of operations, cash flow or prospects.
Increased global cybersecurity threats and more sophisticated and targeted computer crime, including through the use of artificial intelligence enabled attacks, also pose a potentially significant risk to the security of our systems and
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networks and the confidentiality, availability and integrity of our data, as well as the confidential data of our employees, customers, suppliers and other third parties that we may hold. As the cyber-threat landscape evolves, these attacks are growing in frequency, sophistication and intensity, including as a result of the use of artificial intelligence by threat actors. Due to the nature of some of these attacks, there is also a risk that they may remain undetected for a period of time. We have previously been the target of cyberattacks and expect such attempts to continue. In 2021, AGSA announced that it had experienced a cybersecurity incident, the response to which included temporarily shutting down certain IT systems and applications used by us. There can be no assurance that our cybersecurity program will protect us from such threats and prevent disruptions or breaches to our or our third-party providers’ databases or systems that could materially adversely affect our business. See “Item 16K. Cybersecurity” for a further description of our cybersecurity program.
In addition, certain services under our cybersecurity program are provided by AGSA pursuant to the Services Agreement. There can be no assurance that we will be able to find a replacement provider for such services on comparable terms or at all, if such services are no longer provided under the Services Agreement. See “—Risks Relating to the Services Agreement—Our ability to operate our business effectively depends largely on certain administrative and other support functions provided to us by AGSA pursuant to the Services Agreement, which may suffer if we are unable to establish our own administrative and other support functions in a cost effective manner following the termination of the Services Agreement” for a further discussion of the Services Agreement.
Substantial or repeated systems failures or disruptions, including as a result of not effectively remediating system failures, cybersecurity incidents and other disruptions could result in the unauthorized release of confidential or otherwise protected information, improper use of our 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 or sensitive data. For example, the loss, disclosure, misappropriation of or access to our employees’ or business partners’ information or our failure to meet increasing data privacy, security and incident disclosure obligations could result in lost revenue, increased costs, future legal claims or proceedings, including class actions, liability or regulatory actions or penalties, including, for instance, under the EU General Data Protection Regulation, the UK GDPR, the California Consumer Privacy Act or the SEC’s rules on cybersecurity risk management strategy, governance and incidence disclosure. The adoption of artificial intelligence technologies could aggravate these risks by increasing the risk that information is inadvertently or maliciously compromised. Any of the aforementioned risks could result in increased costs, lost revenue, reputational harm and decreased competitiveness, which could materially adversely affect our business, financial condition, results of operations, cash flow or prospects, and increased global cybersecurity threats and more sophisticated and targeted computer crime may further increase this risk.
Risks Relating to Legal and Regulatory Matters
Climate change may adversely affect our ability to conduct our business, including the availability and cost of resources required for our production processes.
The impact of climate change, arising from the rising level of carbon dioxide and other greenhouse gases (“GHGs”) in the atmosphere presents immediate and long-term risks to us and the markets in which we operate, which are expected to increase over time. Climate risks consist of physical risks and transition risks, either of which may materially adversely affect our ability to conduct our business. Our operations could be exposed to physical risks resulting from chronic and acute climate change and more frequent extreme weather-related events, such as heatwaves, drought, heavy rainfall, wildfires, windstorms including hurricanes and tornadoes, or floods, which may directly damage our physical assets (such as facilities and materials) or otherwise impact their value or productivity, cause raw material shortages (including energy supply) and supply chain disruptions (including delivery), and increase production cost and health and safety risks, among other risks. See “—Risks Relating to Our Employees and Operations—Any interruption in the operations of our production facilities, including infrastructure failure from physical damage, may adversely affect our business” for a further discussion on the impact such damage to our physical assets could have on our business. In addition, unseasonal extreme weather can reduce demand for certain beverages, and as a result, our products. See “—Risks Relating to Our Business, Products and Industry —Demand for our products is seasonal. Unseasonal weather conditions, including
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as a result of climate change, could lead to unpredictability of demand and materially adversely affect our business” for a more detailed discussion on the impact of unseasonable weather on demand for our products. We are not able to accurately predict the materiality of any potential losses or costs associated with the effects of climate change, and the impact of climate change may also vary by geographic location and other circumstances, including weather patterns.
We could also be exposed to transition risks resulting from changes in policy, technology and market preference to address climate change, such as carbon pricing policies, including increased prices for certain fuels, including natural gas and the introduction of a carbon tax, and power generation shifts from fossil fuels to renewable energy, which may lead to changes in the value of assets. In addition, measures to address climate change through laws and regulations, for example by requiring reductions in emissions of GHGs or introducing compliance schemes, could create economic risks and uncertainties for our businesses, by increasing GHG-related costs, such as the cost of abatement equipment to reduce emissions to comply with legal requirements on GHG emissions or required technological standards, or reducing demand for our products, any of which could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects. We also monitor rules and regulations related to environmental, social and corporate governance (“ESG”) disclosure obligations, which may expose us to increased costs associated with such additional reporting obligations and risks associated with any non-compliance. For example, the European Union adopted the Corporate Sustainability Reporting Directive ("CSRD"), which sets forth ESG-related information that companies are required to report in accordance with European Sustainability Reporting Standards. See “—We are subject to various environmental and other legal requirements and may be subject to additional requirements that could impose substantial costs upon us” for a more detailed discussion on the risks to our business associated with the introduction of new laws and regulations by governments to combat climate change. In 2022, we received approval from the SBTi for our GHG emission reduction targets to reduce Scope 1 and 2 emissions by 42% and to reduce absolute Scope 3 emissions by 12.3% by 2030. The vast majority of our Scope 3 emissions principally arise in the various stages of the manufacturing of the aluminum coils that we purchase to produce our products, which depend on various factors that can be difficult to predict and are often outside of our control. Our ability to meet our sustainability targets also depends on market or competitive conditions that are outside our control, as well as expectations and assumptions that are necessarily uncertain. Failure to meet our SBTi targets and reduce our emissions, or failure to meet any of our other sustainability targets, could result in increased costs for us in the form of carbon taxes and could have a material adverse effect our reputation, customer and investor relationships, or ability to access capital on favorable terms, particularly given investors’ focus on ESG matters. Failure to transition to low carbon manufacturing in the future could result in dedicated action by climate activists which could cause reputational damage or business interruption.
We are subject to various environmental and other legal requirements and may be subject to additional requirements that could impose substantial costs on us.
Our 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 which may affect our 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, food safety, and workplace health and safety. See “—We are subject to extensive, complex and evolving legal and regulatory frameworks and changes in laws and government regulations and their enforcement may have a material impact on our operations” for a discussion of the product and food safety regulations that are applicable to us and “—Risks Relating to Our Employees and Operations—Any interruption in the operations of our production facilities, including infrastructure failure from physical damage, may adversely affect our business” for a discussion of the risks related to 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.
We have incurred, and expect 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 our production facilities. For example, under the EU Industrial Emissions Directive (Directive
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2010/75/EU) (“EU IED”), permitted pollutant emissions levels from our production facilities are substantially reduced on a periodic basis. EU member states may continue to introduce lower permitted pollutant emissions levels into national legislation and impose stricter limits in the future. The United States has enacted federal Environmental Justice legislation and all states are continuing to establish lower permitted pollutant emissions levels, which may require us to incur potentially significant compliance costs. California, in particular, has set ambitious GHG reduction goals, which may result in higher offset purchase prices in the future. Additionally, some municipalities in California are considering further regulations to reduce or potentially eliminate natural gas usage. Additional pollutant or GHG emissions control schemes may be introduced in any jurisdiction on a national and/or local level, which may require additional measures. Further, in order to comply with air emission restrictions, significant capital investments may be necessary at some sites.
We also require a variety of permits to conduct our operations, including operating permits such as those required under various U.S. laws, including the federal Clean Air Act, and the EU IED water and trade effluent discharge permits, water abstraction permits and waste permits. We are in the process of applying for, or renewing, permits at a number of our sites. Failure to obtain and maintain the relevant permits, as well as non-compliance with such permits, could result in criminal, civil and administrative sanctions and liabilities, including substantial fines and orders, or a partial or total shutdown of our operations, as well as litigation, any of which could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
Furthermore, changes to the laws and regulations governing the materials that are used in our production facilities may impact the price of such materials or result in such materials no longer being available. For example, the European Union Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH”) regulations impose stringent obligations on the manufacturers, importers and users of chemical substances. Certain substances that we use in our manufacturing process may be required to be removed from the market under REACH’s authorization and restriction provisions or substituted for alternative substances. Any of the foregoing could adversely impact our operations and result in a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
In addition, our sites 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. These legal requirements may apply to contamination at sites that we currently or formerly owned, occupied or operated, or that were formerly owned, occupied or operated by companies we acquired or at sites where we have sent waste to third-party sites for treatment or disposal. There can be no assurance that our due diligence investigations identified or accurately quantified all material environmental matters related to the facilities that we acquired and liability for remediation of any 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. If we are designated as a potentially responsible party for the clean-up and remediation of any sites, including any “Superfund” sites in the United States, this could impose significant costs on us and result in reputational damage, which could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
We are subject to extensive, complex and evolving legal and regulatory frameworks and changes in laws and government regulations and their enforcement may have a material impact on our operations.
Our business operates in multiple jurisdictions and is subject to complex legal and regulatory frameworks, including in relation to product requirement, environmental, anti-trust, economic sanctions, anti-corruption and anti-money laundering matters. For a detailed discussion on the various environmental requirements that we are subject to, please see “—We are subject to various environmental and other legal requirements and may be subject to additional requirements that could impose substantial costs on us.” Laws and regulations in these areas are complex and constantly evolving, and enforcement continues to increase. As a result, we may become subject to increasing limitations on our business activities and risks of fines or other sanctions for non-compliance. Additionally, we may become subject to governmental investigations and lawsuits by private parties. Compliance costs associated with current and proposed laws and potential regulations could be substantial, and any failure or alleged failure to comply with these laws or regulations could lead to
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litigation or government action, all of which could materially adversely affect our business, results of operations, financial condition, cash flows or prospects.
For example, changes in laws and regulations relating to deposits on, requirements for re-use, and any limits or restrictions to the recycling of, metal packaging could adversely affect our business if implemented on a large scale in the major markets in which we operate. We anticipate continuing efforts to reform or adopt such laws and regulations in the future. Additionally, the effectiveness of new standards, such as the ones related to recycling or deposits on different packaging materials, could result in excess costs, demand disruption or logistical constraints for some of our customers, who could choose to reduce their consumption and limit the use of metal packaging for their products. We could thus be forced to reduce, suspend or even stop the production of certain types of products. These regulatory changes could also affect our prices, margins, investments and activities, particularly if these changes resulted in significant or structural changes in the market for food and beverage packaging that might affect the market shares for metal packaging, the volumes produced or production costs.
Changes in laws and regulations imposing restrictions on, and conditions for use of, food and beverage contact materials or on the use of materials and agents in the production of our products could likewise adversely affect our business, 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 our products. Such restrictions have required us, together with our respective suppliers and customers, to develop substitutes for relevant products to meet legal and customer requirements. In addition, changes to health and food safety regulations could increase costs and may also have a material adverse effect on revenues if the public attitude toward end-products, for which we provide packaging, were substantially affected as a result.
Environmental, sustainability, food and beverage health and safety, political and ethical concerns could lead government authorities to implement and strictly enforce other regulations that are likely to impose restrictions on us and could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects. Given the complexity of our supply chains, we may face reputational challenges if we are unable to sufficiently verify the origins of all materials used in the products that we sell or properly address the environmental and human rights impacts of our supply chain. Furthermore, there is significant variation, among countries where we sell our products, in the limitation on certain constituents in packaging, which can have the effect of restricting the types of raw materials we use. In turn, these restrictions can increase our operating costs by requiring increased energy consumption or greater environmental controls.
We could incur significant costs in relation to workplace injury and illness claims at our production facilities arising from our manufacturing processes.
We may face liability claims arising from our manufacturing processes, including alleged personal injury due to workplace injuries and illness at our production facilities. Both the operational profile of our production facilities with its reliance upon machinery as well as the type of activities performed by our employees during the manufacturing process carry an increased risk of accidents. There can be no assurance that the health and safety measures and programs we have implemented will prevent accidents occurring or employees contracting illnesses due to prolonged exposure to workplace hazards, such as hazardous substances, noise, vibrations and stress at our production facilities and injuries from motorized transportation. If an individual successfully brings a claim against us, we may not have adequate insurance to cover such claims or may face increased insurance premiums. See “—Our existing insurance coverage may be insufficient and future coverage may be difficult or prohibitively expensive to obtain” for more details on our insurance coverage. Failure to accurately assess potential risks or assure implementation of effective safety measures may result in increases in the relative frequency or severity of workplace injuries at our production facilities, which may result in increased workers’ compensation claims expense. If our employees or customers perceive us having a poor safety record, it could materially impact our ability to attract and retain new employees and our reputation could suffer. Any substantial increase in such liability claims and related reputational harm could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
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Failure of our control measures and systems that result in faulty or contaminated products could have a material adverse effect on our business.
We have strict control measures and systems in place to ensure that the maximum safety and quality of our 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 and our reputation, an increase in our litigation exposure and financial costs, and loss of market share and revenues.
If our products fail to meet rigorous standards or warranties that we provide in certain contracts in respect of our products and their conformity to the specific use defined by the customer, we 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-users for losses that they suffer as a result of this failure. Customers and end-users 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 our part. In addition, if our packaging fails to preserve the integrity of its contents, it is possible that the manufacturer of the product may allege that our packaging is the cause of the fault or contamination, even if the packaging complies with contractual specifications. This could result in liability to our customers and to third parties for bodily injury or other tangible or intangible damages suffered as a result. If any of these claims are successful, there could be a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
Furthermore, placing an unsafe product on the market, failing to notify the regulatory authorities of a 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 our reputation. This could in turn have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects. Although we have not had a regular history of significant or material claims for damages for defective products in the past, and have not conducted any substantial product recalls or other material corrective action, there can be no assurance that these events will not occur in the future.
We may be subject to litigation, arbitration and other proceedings that could have an adverse effect on us.
We are currently involved in various litigation matters, and we anticipate that we will continue to be involved in litigation matters from time to time in the future. The risks inherent in our business expose us to litigation, including personal injury, environmental litigation, contractual litigation with customers and suppliers, intellectual property litigation, cybersecurity related litigation, tax or securities litigation, and product liability lawsuits. We cannot predict with certainty the outcome or effect of any claim, regulatory investigation, or other litigation matter, or a combination of these. Any such litigation, arbitration or other proceedings, current or future, whether with or without merit, could be expensive and time consuming, and could divert the attention of senior management, and any adverse outcome in these or other proceedings, could harm our reputation and have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects. For more information on our contingencies for legal proceedings, see note 28 to our audited consolidated financial statements included elsewhere in this Annual Report.
Our existing insurance coverage may be insufficient and future coverage may be difficult or prohibitively expensive to obtain.
Our insurance arrangements are subject to the limitations of certain market capacities and the economics of certain types of cover, and may typically exclude certain risks and are subject to certain thresholds and limits. We cannot assure you that the coverage available will be sufficient to protect us from all possible loss or damage resulting from unforeseen events. As a result, our insurance coverage may prove to be inadequate for events that may cause significant disruption to our operations, which may have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects. In addition, we may also suffer indirect losses, such as the disruption of our business or third-party
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claims of damages, as a result of an insured risk event. While we carry business interruption coverage and general liability coverage, such coverage is subject to certain limitations, thresholds and limits, and may not fully cover all indirect losses.
We renew our insurance arrangements on an annual basis, and the cost of coverage may increase to an extent that we may choose to reduce our coverage limits or agree to certain exclusions from our coverage. Among other factors, adverse political developments, limited insurance market capacity, security concerns and natural disasters in any country in which we operate may adversely affect available insurance coverage and result in increased premiums for, and additional exclusions from, available coverage.
If we fail to maintain an effective system of disclosure controls and internal controls over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
We are required to maintain internal controls over financial reporting and to report any material weaknesses in those controls. If we identify future material weaknesses in our internal controls over financial reporting that is not remediated, or fail to meet our obligations as a listed company, including the requirements of the U.S. Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), we may be unable to accurately report our financial results, or report them within the timeframes required by law or NYSE regulations, which could cause investors to lose confidence in the accuracy and completeness of our reported financial information, and result in an adverse effect on the market price of our Ordinary Shares and/or the traded price of our notes.
Under Section 404 of the Sarbanes-Oxley Act, we are required to evaluate and determine the effectiveness of our internal controls over financial reporting and provide a management report as to internal controls over financial reporting and our independent registered public accounting firm is required to issue an attestation report on the effectiveness of our internal controls over financial reporting. Failure to maintain effective internal controls over financial reporting also could potentially subject us to investigations or sanctions by the SEC, NYSE or other regulatory authorities, or shareholder lawsuits, which could require additional financial and management resources.
Risks Relating to the Services Agreement
Our ability to operate our business effectively depends largely on certain administrative and other support functions provided to us by AGSA pursuant to the Services Agreement, which may suffer if we are unable to establish our own administrative and other support functions in a cost-effective manner following the termination of the Services Agreement.
We rely on certain administrative and other resources provided by AGSA, including information technology, financial reporting, tax, treasury, investor relations, human resources, procurement, logistics, insurance and risk management and legal services, to operate our business. The services covered by the Services Agreement may not be sufficient to meet our needs and may not be provided at the same level as when we were part of AGSA. If AGSA is unable to satisfy its material obligations under the Services Agreement, or if the Services Agreement is terminated in whole or in part, we may not be able to find a replacement for such services at all, or obtain such services on comparable terms, which could result in operational difficulties and in turn a material adverse effect on our business, results of operations, financial condition, cash flows or prospects. In addition, any failure or significant interruption of the AGSA’s informational technology systems during the term of the Services Agreement could result in unexpected costs or prevent us from meeting customer needs on a timely basis. See “—Risks Relating to Our Information Technology Systems—Our heavy reliance on technology and automated systems to operate our business could mean that any significant failure or disruption of these systems, including as a result of cybersecurity attacks, could have a material adverse effect on our business and reputation” for a discussion on the possible impact if there is a disruption to information technology systems.
As of December 31, 2024, the Services Agreement automatically renewed for an additional one-year term, with the fees for the services provided to us computed based on the fully allocated cost of such services. The Services Agreement
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will renew automatically on an annual basis until terminated by either party with a nine-month prior written notice, or by mutual consent of both parties in writing at any time. We cannot provide any assurance that the fees under the Services Agreement will be more favorable than the price that we would have been able to pay if we had obtained such services from one or more third parties. During the period in which the Services Agreement was negotiated, we did not have a board or a management team that was independent of AGSA and the terms of the Services Agreement were agreed while we were a wholly owned subsidiary of AGSA and in the context that AGSA would own a controlling interest in us following the Merger. In addition, we also cannot provide any assurance that the price of the services, when adjusted, will not be significantly greater than the fixed price established for these services prior to such adjustment.
Risks Relating to Our Capital Structure
Our substantial debt could adversely affect our financial health and our ability to effectively manage and grow our business.
We have a substantial amount of debt and significant debt service obligations. As of December 31, 2024, we had total borrowings and net debt of $3.9 billion and $3.3 billion, respectively. Some of the agreements under which we borrow funds contain covenants or provisions that impose certain restrictions on us, such as debt ratios and may prevent us from incurring additional debt. For more information, see the description of our debt facilities and the table outlining our principal financing arrangements in “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources.”
Our substantial debt could have adverse consequences for us and for our shareholders. For example, our substantial debt could:
| ● | require us to dedicate a large portion of our cash flow from operations to service debt and fund repayments on our debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes; |
| ● | increase our vulnerability to adverse general economic or industry conditions; |
| ● | limit our flexibility in planning for, or reacting to, changes in our business or industry; |
| ● | limit our ability to raise additional debt, refinance existing debt or raise equity capital in the future; |
| ● | negatively impact the terms of our supply agreements; |
| ● | restrict us from making strategic acquisitions or exploiting business opportunities; and |
| ● | place us at a competitive disadvantage compared to our competitors that have less debt. |
Further, notwithstanding our current indebtedness levels and restrictive covenants, we may still be able to incur substantial additional debt or make certain restricted payments, which could exacerbate the risks described above.
In addition, pursuant to certain of its financing arrangements, shares of certain companies through which AGSA holds its shareholding in AMPSA are pledged for the benefit of certain lenders. In the event of a default under such financing arrangements, the lenders thereunder may have the right to enforce on the security interest over the relevant shares of AMPSA, which may result in a change of control under the terms of certain of our financing arrangements.
Adverse developments in our business, results of operations, financial condition, cash flows or prospects due to deteriorating global economic conditions, increased interest rates or other factors have caused, and could in the future
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cause ratings agencies to lower the credit ratings, or ratings outlook, of our short- and long-term debt, and, consequently, impair the credit insurance coverage available to our suppliers, impacting our supplier terms, and potentially our ability to raise new financing or refinance our current borrowings and increase our costs of issuing any new debt instruments. See “—Risks Relating to Economic, Market and Political Matters—Currency, interest rate and commodity price fluctuations may have a material impact on our business” for a further discussion on interest rate risk and the potential increase to our cost of borrowing. Additionally, a significant weakening of our financial position or operating results due to changes in global economic conditions or other factors could result in non-compliance with our restrictive covenants in our financing arrangements and reduced cash flow from our operations, which, in turn, could materially adversely affect our business and cash flows. See “—Risks Relating to Economic, Market and Political Matters—Changes to the economic, political, credit, and/or financial environment in which we operate could have a material adverse effect on our business, such as affecting consumer demand for beverage products, which could impact our customers and as a result, reduce the demand for our products” and “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividend Policy” for further details.
We may not be able to raise additional capital or only be able to raise additional capital at significantly increased costs or by diluting our shareholders.
We may require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our current 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 the dilution of our current shareholders, potentially triggering a change of control under the terms of our bond indentures, and the incurrence of additional indebtedness could further limit our ability to pay dividends or require us to seek consents for the payment of dividends, increase our vulnerability to adverse economic and industry conditions and limit our ability to pursue our business strategies. See “—Our substantial debt could adversely affect our financial health and our ability to effectively manage and grow our business” for a further discussion on how the incurrence of indebtedness could reduce the availability of our cash flow, which could materially adversely affect our business.
Furthermore, we cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. For example, deteriorating economic conditions, such as an increase in interest rates or disruptions in global capital markets, could make it more difficult for us to secure financings. See “—Risks Relating to Economic, Market and Political Matters—Changes to the economic, political, credit, and/or financial environment in which we operate could have a material adverse effect on our business, such as affecting consumer demand for beverage products, which could impact our customers and as a result, reduce the demand for our products” for further detail on deteriorating economic conditions. If we are unable to raise additional capital, or if the cost of raising additional capital significantly increases, as is the case when central banks raise benchmark interest rates, we may be unable to make necessary or desired capital expenditures, take advantage of investment opportunities, refinance existing indebtedness or meet unexpected financial requirements. This could cause us to default on our indebtedness, delay or abandon anticipated expenditures and investments, or otherwise limit our operations, all of which could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
Risks Relating to Our Shares
We are controlled by AGSA, whose interests may conflict with our interests and the interests of our shareholders.
As of December 31, 2024, AGSA indirectly owns approximately 76% of our outstanding Ordinary Shares through its wholly owned subsidiary, Ardagh Investments Sarl, and, under the Business Combination Agreement, has the right to receive up to an additional 60,730,000 Ordinary Shares (the “Earnout Shares”) if the trading prices of Ordinary Shares exceed certain specified amounts during specified periods of time. In addition, AGSA indirectly owns 100% of our preferred shares (the “Preferred Shares”) through Ardagh Investments Sarl, which are redeemable non-voting shares. The Preferred Shares have no voting rights and will not be taken into account in determining quorum and voting majority
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requirements at general meetings of AMPSA, except where mandatorily required by the Luxembourg law of 10 August 1915, on commercial companies, as amended (the “Luxembourg Companies Law”), where each Preferred Share will be entitled to one vote, irrespective of its nominal value, for example, where when the rights attached to the Preferred Shares are amended or if we are put into liquidation, among others. As a controlling shareholder of the Company, AGSA is able to exercise significant influence over our business policies and affairs, including the composition of our Board and any action requiring approval of our shareholders. In addition, as long as AGSA beneficially owns a specified number of the outstanding Ordinary Shares, pursuant to the Shareholders Agreement, AGSA has the right to designate a specified number of directors, including the chair, to our Board, receive access to certain information for the benefit of AGSA, approve certain of our significant actions, receive our cooperation with certain matters relating to us, and access certain information for registration rights with respect to its Ordinary Shares. For more information, see “Item 7. Major Shareholders and Related Party Transactions–B. Related Party Transactions.”
It is also possible that AGSA’s controlling shareholders may take actions in relation to our business that are not entirely in our or our other shareholders’ best interests. See “—Risks Relating to Being a Luxembourg Company and Our Status as a Foreign Private Issuer—We qualify for and rely on exemptions from certain corporate governance requirements” for a further discussion on the corporate governance exemptions that we avail ourselves of as a controlled company.
As a controlled company, we may be impacted by the actions of our controlling shareholder and the risks our controlling shareholder faces.
As a controlled company, we may be impacted by matters affecting our controlling shareholder, including as a result of its announced intention to evaluate its capital structure, which could have an adverse impact on our share price, financial condition, credit ratings, reputation or prospects. In addition, investors or other third parties may perceive that the risks related to the controlling shareholder’s capital structure and any actions taken by it to address those risks could negatively impact our share price, financial condition, credit ratings, reputation or prospects. See “—Our substantial debt could adversely affect our financial health and our ability to effectively manage and grow our business” for further details with respect to the potential impact of certain AGSA financing arrangements on AMPSA.
The trading price of our Ordinary Shares may be volatile and holders of our securities could incur substantial losses.
The trading price of our Ordinary Shares 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 market price of our Ordinary Shares and the Ordinary Shares may trade at prices significantly below the price you paid for them. In addition, the trading price of our Ordinary Shares may not recover and may experience a further decline.
Factors affecting the trading price of our securities may include:
| ● | the realization of any of the risk factors presented in this “Item 3. Key Information—D. Risk Factors” of this Annual Report; |
| ● | announcements of new products and services by us or our competitors; |
| ● | news regarding any gain or loss of customers by us; |
| ● | announcements of competitive developments, acquisitions or strategic alliances in our industry; |
| ● | changes in the general condition of the global economy and financial markets; |
| ● | general market conditions or other developments affecting us or our industry; |
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| ● | cost and availability of raw materials; |
| ● | changes in environmental regulations or other laws or regulations applicable to our business; |
| ● | actual or anticipated fluctuations in our quarterly results of operations; |
| ● | changes in financial or valuation projections or estimates about our financial or operational performance by securities research analysts; |
| ● | changes in investor sentiment toward the stock of packaging companies; |
| ● | change in investor sentiment towards the outlook of our customers; |
| ● | 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; |
| ● | changes in accounting standards, policies, guidelines, interpretations or principles; |
| ● | any significant change in our management; |
| ● | adverse media reports, including high profile discussions on social-media platforms, about our company, our operational environment, our products, or our directors and officers; |
| ● | public reaction to our press releases, other public announcements or filings with the SEC; |
| ● | changes to our capital structure; |
| ● | a default under the agreements governing our indebtedness; |
| ● | release or expiry of transfer restrictions on our issued and outstanding Ordinary Shares; and |
| ● | anticipated sales of additional shares. |
In addition, the stock market may experience periods of unusual volatility that, in some cases, is unrelated or disproportionate to the operating performance of particular companies. See “—Risks Relating to Economic, Market and Political Matters—Changes to the economic, political, credit and/or financial environment in which we operate could have a material adverse effect on our business, such as affecting consumer demand for beverage products, which could impact our customers and as a result, reduce the demand for our products” for a more detailed discussion of the global economic environment. These broad market and industry fluctuations may adversely affect the market price of our Ordinary Shares, regardless of our actual operating performance.
In the past, following periods of market volatility, shareholders have instituted securities class action litigation. Our involvement in securities litigation could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.
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Future sales of our Ordinary Shares, including by AGSA, the Subscribers and the GHV Sponsor could have an adverse impact on the price of our Ordinary Shares.
Future sales of our Ordinary Shares, or Warrants, including by the Subscribers, the GHV Sponsor and AGSA, or the perception that sales may be made by these shareholders could significantly reduce the market price of our Ordinary Shares. Further, even if none of these shareholders sell a large number of our Ordinary Shares into the market, their right to sell their Ordinary Shares as contemplated by the Registration Rights and Lock-Up Agreement and the Subscription Agreements may depress the price of our Ordinary Shares. Substantially all of our Ordinary Shares 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 our Ordinary Shares or putting significant downward pressure on their price. See “Item 7. Major Shareholders and Related Party Transactions–B. Related Party Transactions.”
The Warrants are exercisable for our Ordinary Shares, which may increase the number of our Ordinary Shares eligible for future resale in the public market and may result in dilution to our shareholders, and may adversely affect the market price of our Ordinary Shares.
Outstanding Warrants to purchase an aggregate of 16,749,984 of our Ordinary Shares are exercisable in accordance with the terms of the Warrant Agreement. The Warrants are exercisable at the exercise price of $11.50 per share, subject to adjustment as described in the Warrant Agreement as set forth under “Exhibit 2.7—Description of Securities Registered pursuant to Section 12 of the Exchange Act.” To the extent such Warrants are exercised, additional Ordinary shares will be issued, which will result in dilution to the holders of our Ordinary Shares and increase the number of our Ordinary Shares eligible for resale in the public market.
There is no guarantee that the Warrants will not expire worthless and we may redeem unexpired Warrants prior to their exercise at a time that could be disadvantageous to a Warrant holder.
The exercise price for our Warrants is $11.50 per share, subject to adjustment as described in the Warrant Agreement as set forth under “Exhibit 2.7—Description of Securities Registered pursuant to Section 12 of the Exchange Act.” There is no guarantee that any of our Warrants will be in-the-money following the time they became exercisable and prior to their expiration, and as such, the Warrants may expire worthless. In addition, we have the ability to redeem outstanding Warrants pursuant to the Warrant Agreement, subject to the conditions as set forth under “Exhibit 2.7—Description of Securities Registered pursuant to Section 12 of the Exchange Act.” If the Warrants become redeemable by us, we may exercise our redemption right at a time that could be disadvantageous to a Warrant holder.
We have issued and may issue in the future Ordinary Shares or offer options, restricted shares and certain forms of share-based compensation, which have the potential to dilute shareholder value and cause the price of our Ordinary Shares to decline.
We have issued and may issue in the future Ordinary Shares or offer share options, restricted shares and certain forms of share-based compensation to our directors, officers and employees in the future. If we issue additional Ordinary Shares, any options that we issue are exercised, or any restricted shares that we may issue vest, and those shares are sold into the public market, the ownership of our existing shareholders would be diluted and our earnings per share could be reduced, which may adversely affect the market price of our Ordinary Shares. In addition, the availability of Ordinary Shares for award under any equity incentive plan we may introduce, or the grant of share options, restricted shares or other forms of share-based compensation, may adversely affect the market price of our Ordinary Shares. See “—Risks Relating to Our Capital Structure—We may not be able to raise additional capital or only be able to raise additional capital at significantly increased costs or by diluting our shareholders” for a discussion surrounding circumstances that would results in the issuance of additional Ordinary Shares.
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If we do not pay dividends on our Ordinary Shares, you may not receive any return on investment unless you sell your shares for a price greater than that which you are deemed to have paid for it.
Even though we issued dividends on our Ordinary Shares on a quarterly basis in 2024, the declaration, amount and payment of any future dividends will be determined by our Board. Our Board may take into account general and economic conditions, our financial condition and operating results, our available cash, current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, implications on the payment of dividends by us to our shareholders and such other factors as the Board may deem relevant. In addition, no distributions may be made to the holders of our Ordinary Shares so long as the preferred dividend due to the holders of Preferred Shares has not been paid in accordance with our Articles or unless the Preferred Shares are redeemed. Each Preferred Share is entitled to an annual preferred dividend amounting to 9% of its nominal value of €4.44 per share. For more information on our policy regarding dividends, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividend Policy.”
In addition, as we are a holding company, our ability to pay dividends on our Ordinary 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 the provisions of the laws of Luxembourg (“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.
Risks Relating to Being a Luxembourg Company and Our Status as a Foreign Private Issuer
As a foreign private issuer, we are exempt from a number of U.S. securities laws and rules and are permitted to publicly disclose less information than U.S. public companies are required to disclose, which may limit the information available to holders of our Ordinary Shares. Conversely, if we lose our foreign private issuer status in the future, this could result in significant additional costs and expenses.
We currently qualify as a “foreign private issuer,” as defined under the SEC’s rules and regulations, and, consequently, we are not subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, we are 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, our 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 our Ordinary Shares, such that any such sales are not required to be disclosed as they would need to be disclosed if AMPSA was a public company organized within the United States. Accordingly, if such sales are eventually disclosed, the price of our Ordinary Shares may decline significantly. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies are, and are also not subject to Regulation FD under the Exchange Act, which would prohibit us from selectively disclosing material non-public information to certain persons without concurrently making a widespread public disclosure of such information. Accordingly, there may be less publicly available information concerning us than there is for U.S. public companies.
As a foreign private issuer, we are required to 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 we publicly announce these events. However, because of the exemptions for foreign private issuers mentioned above, our shareholders will not be afforded the same information generally available to investors holding shares in public companies that are not foreign private issuers.
We could lose our foreign private issuer status if a majority of our Ordinary Shares are held by residents in the United States, and we fail to meet any one of the additional “business contacts” requirements. The regulatory and
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compliance costs to us if we are deemed to be a U.S. domestic issuer may be significantly higher than costs we incur as a foreign private issuer. If the Company is not a foreign private issuer, we 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, we would become subject to the proxy rules under the Exchange Act. In addition, we would be required to change our basis of accounting from IFRS Accounting Standards as issued by the IASB to U.S. GAAP, which may be difficult and costly for us to comply with. If we lose our foreign private issuer status and fail to comply with the standards applicable to U.S. domestic issuers, we 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.
U.S. investors may have difficulty enforcing civil liabilities against us and our directors and officers.
We are organized under the laws of Luxembourg. In addition, a substantial amount of our assets are located outside the United States, and many of our directors and officers reside outside the United States and will continue to reside outside the United States. As a result, although we have 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 us or these persons or enforce judgments obtained against us or these persons in U.S. courts, including judgments 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 us 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 us 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 (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; |
| ● | 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); |
| ● | 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 judgment, 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; |
| ● | 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 |
| ● | 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 us, the members of our Board or our officers 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 us, the members of our Board or our officers. In addition, even if a judgment against us, the members of our Board or our officers 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.
Our directors and officers have entered into indemnification agreements with us as permitted under our Articles. Under such agreements, our directors and officers are entitled to indemnification from us 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 our Articles permit us to keep directors indemnified against any expenses, judgments, fines and amounts paid in connection with liability of a director towards us or a third party for management errors, i.e., for wrongful acts committed during the execution of the mandate (mandat) granted to the director by us, except in connection with criminal offenses, gross negligence, fraud or dishonesty. The rights to and obligations of indemnification among or between us and any of our 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 our assets in Luxembourg.
Luxembourg and European insolvency and bankruptcy laws are substantially different from U.S. insolvency and bankruptcy laws and may offer our 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, we are 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 May 20, 2015 on insolvency proceedings (recast). Should courts in another European country determine that the insolvency and bankruptcy laws of that country apply to the Company in accordance with and subject to such European Union regulations, the courts in that country could have jurisdiction over the insolvency proceedings initiated against us. Insolvency and bankruptcy laws in Luxembourg or the relevant other European country, if any, may offer our 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.
The rights of our shareholders may differ from the rights they would have as shareholders of a U.S. corporation and consequently our shareholders may have more difficulty protecting their interests.
Our corporate affairs are governed by our Articles and Luxembourg Law, including the Luxembourg Companies Law. The rights of our shareholders and the responsibilities of our 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 is required to act as a collegiate body in the interest of the Company. It is possible that the Company may have interests that are different from interests of the shareholders. If any member of our Board has a direct or indirect financial interest in a matter which has to be considered by the Board that conflicts with
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the interests of the Company, 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 interest of such a member of the Board does not conflict with the interests of the Company, then the applicable director with such interest may participate in deliberations on, and vote on the approval of, that transaction. Further, under Luxembourg Law, there may be less publicly available information about the Company than is regularly published by or about U.S. domestic 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, our 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 our 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, our shareholders may have more difficulty protecting their interests than they would as shareholders of a U.S. domestic issuer.
Our Articles include compulsory share transfer provisions that may not provide our minority shareholders with the same benefits as they would have in a merger of a Delaware corporation.
We have included in our Articles provisions that give the holder of 75% or more of the number of our outstanding Ordinary Shares (which would include AGSA for so long as it holds the requisite number of our Ordinary Shares) the right to acquire our outstanding Ordinary 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 Ordinary Shares, as determined by an independent investment banking firm of international reputation in accordance with the procedures contained in our Articles. These procedures include a dispute resolution provision permitting holders of at least 10% of the Ordinary Shares held by our minority shareholders at that time to dispute the purchase price proposed by the acquiring shareholder. It is uncertain whether our 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 our minority shareholders as they would receive in a transaction subject to Delaware law and appraisal rights.
Anti-takeover provisions in our Articles might discourage or delay attempts to acquire it.
Our Articles contain provisions that may make acquisition of the Company more difficult, including the following:
| ● | Classified Board. Our Board 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 of shareholders. The existence of a classified board could impede a proxy contest or delay a successful tender offeror from obtaining majority control of the Board, and the prospect of that delay might deter a potential offeror. |
| ● | Notice Requirements for Shareholder Proposals. Luxembourg Law and our Articles provide that one or more shareholders together holding at least 10% of the Company’s share capital 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. Our Articles also specify certain requirements regarding the form and content of a shareholder’s notice. These requirements may make it difficult for our shareholders to bring matters before a general meeting. |
| ● | Special Resolutions. Our 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) |
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| an amendment to the Articles and (c) dissolving the Company. Pursuant to our Articles, for any special resolutions to be considered at an extraordinary 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, where the Preferred Shares will not be taken into account for purposes of quorum and voting majority requirements, in the circumstances where the Preferred Shares do not have any voting rights. 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 an extraordinary 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. |
These anti-takeover provisions could discourage, delay or prevent a transaction involving a change in control of the Company, even if such transaction would benefit its shareholders.
We qualify for and rely on exemptions from certain corporate governance requirements.
We are exempt from certain corporate governance requirements of the NYSE by virtue of being a “foreign private issuer” as such term is defined under U.S. securities laws and a “controlled company” as such term is defined under the corporate governance standards of the NYSE (the “NYSE Standards”) and are not subject to all the disclosure requirements applicable to public companies organized within the United States. As a foreign private issuer, we are permitted to follow the corporate governance practice of our home country in lieu of certain provisions of the NYSE Standards. See “—As a foreign private issuer, we are exempt from a number of U.S. securities laws and rules and are permitted to publicly disclose less information than U.S. public companies are required to disclose, which may limit the information available to holders of our Ordinary Shares. Conversely, if we lose our foreign private issuer status in the future, this could result in significant additional costs and expenses” and “Item 16G. Corporate Governance” for more information.
As AGSA controls, directly or indirectly, a majority of the voting power of our issued and outstanding Ordinary Shares, we are a controlled company within the meaning of the NYSE Standards, and are not required to comply with the following requirements:
| ● | a majority of the Board consist of independent directors; |
| ● | the nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; |
| ● | the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
| ● | there be an annual performance evaluation of the nominating and governance and compensation committees. |
We currently avail ourselves of the exemption that allows our compensation committee and nominating and governance committees not to be composed entirely of independent directors. There can be no assurance that we will not avail ourselves of other controlled company exemptions in the future. See “Item 6. Directors, Senior Management and Employees—C. Board Practices—Controlled Company” and “Item 16G. Corporate Governance” for more information.
As a result of the foregoing exemptions afforded to us as a foreign private issuer and controlled company, we can cease voluntary compliance at any time, and our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the NYSE Standards.
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Holders generally will be subject to a 15% withholding tax on payment of dividends made on the Ordinary Shares under current Luxembourg tax law.
Under current Luxembourg tax law, payments of dividends made on the Ordinary 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 “Item 10. Additional Information—E. Taxation.”
Item 4. Information on the Company
A.History and development of the Company
Ardagh Group traces its origins back to 1932 in Dublin, Ireland, when the Irish Glass Bottle Company was founded and listed on the Irish Stock Exchange. Ardagh Group operated a single glass plant in Dublin, largely serving the domestic beverage and food customer base until 1998, when Yeoman International, led by Paul Coulson, the major shareholder and a director of Ardagh Group, took an initial stake in Ardagh Group.
Since 1999, Ardagh Group has played a major role in the consolidation of the global metal and glass packaging industries, completing 24 acquisitions and significantly increasing its scope, scale, and geographic presence.
AMPSA was incorporated under the laws of Luxembourg on January 20, 2021 as a public limited liability company (société anonyme) having its registered office at 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés de Luxembourg) under number B 251465. As at December 31, 2024, we operated 23 production facilities globally, located in Europe (twelve), North America (eight) and Brazil (three). These comprise 18 facilities producing beverage cans, four facilities producing can ends and one facility producing both cans and ends. The history and development of our production facility footprint has been as follows:
| ● | In June 2016, Ardagh Group acquired the assets required to be divested by Ball Corporation and Rexam PLC to gain approval for the acquisition of Rexam PLC by Ball Corporation. The divested assets comprised 22 production facilities, located in Europe (twelve), North America (eight) and Brazil (two). |
| ● | The twelve production facilities acquired by Ardagh Group in Europe comprised ten former Ball Corporation plants, as well as two former Rexam PLC production facilities. Ball Corporation had established and grown its presence in Europe, principally through the acquisition of Schmalbach-Lubeca in 2008, at the time the second largest manufacturer of beverage cans in Europe. Rexam PLC had established and grown its beverage can business in Europe through the acquisitions of PLM, AB, Swedish-listed beverage can and glass bottle manufacturer, acquired in 1999, and American National Can Corporation, acquired in 2000, as well as organic investments in new capacity. The eight production facilities acquired in North America represented part of the former Rexam PLC business. Finally, the two production facilities in Brazil were formerly owned by Latapack-Ball, a joint venture in which Ball Corporation had held an approximately 60% stake. In December 2015, Ball Corporation acquired full ownership of this joint venture, prior to divesting these two production facilities. |
| ● | In 2018, the construction of a greenfield production facility in Manaus, Brazil was completed, which supplies can ends to our can production facilities in Jacarei, Brazil and Alagoinhas, Brazil. |
| ● | In October 2020, Ardagh Group announced a $1.5 billion growth investment program to grow its metal packaging business. In February 2021, in response to the positive demand outlook we announced our decision to undertake additional investments increasing the total amount of the growth investment program to $1.8 billion for the period from 2021 to 2024. |
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| ● | In December 2020, we acquired a large brownfield and building site in Huron, Ohio, which was converted into a new beverage can and ends plant. Ends production commenced in November 2021 and beverage can production began in July 2022. |
| ● | In February 2021, the combination with GHV was announced, whereby we would be separately listed on the NYSE. This combination with GHV was completed in August 2021, and we began trading on the NYSE under the ticker “AMBP.” As at December 31, 2024, AGSA indirectly owns approximately 76% of our Ordinary Shares. |
| ● | In November 2021, we announced the acquisition of Quebec-based Hart Print, a North America based innovator in digital printing services to the beverage market. We further expanded our digital printing capabilities through the acquisition of a majority stake in February 2023 in NOMOQ, a Switzerland based start-up. |
| ● | In November 2023, after a thorough review and analysis of our production capabilities, we announced that we planned to close our manufacturing facility in Whitehouse, Ohio in the first quarter of 2024. This was completed in February 2024. |
The SEC maintains an internet site at www.sec.gov that contains reports and information statements and other information regarding registrants like us that file electronically with the SEC.
We routinely post important information on our website https://ir.ardaghmetalpackaging.com. The contents of the website are not incorporated by reference into this Annual Report.
Our agent for service in the United States is: Ardagh Metal Packaging Corp., 8770 W. Bryn Mawr Avenue, Chicago, IL 60631 (Telephone: +1 (773) 399-3000).
B. Business Overview
We are one of the leading suppliers of consumer metal beverage cans in the world and believe that we hold the #2 or #3 market positions in Europe, the United States and Brazil. The global beverage can industry is a large, consumer-driven industry with attractive growth characteristics. Our end-use categories include beer, carbonated soft drinks, energy drinks, sparkling waters, hard seltzers, juices, pre-mixed cocktails, teas and wine. Our customers include a wide variety of leading beverage products, which value our packaging products for their convenience, quality and sustainability, as well as the end-user appeal they offer through design, innovation and brand promotion. With our significant invested capital base, supported by consistent levels of re-investment, our extensive technical capabilities and manufacturing know-how, we believe we are well-positioned to continue to meet the dynamic needs of our global customers.
The global metal packaging industry is worth more than $140 billion, with the metal can packaging market representing nearly 60%, according to an October 2024 report from Smithers Pira, a leading independent market research firm with extensive specialized experience in the packaging, paper and print industries. We compete in the beverage can sector of the consumer and metal packaging industry. Because the consumer metal packaging industry primarily supplies packaging for food, drinks and other basic needs, it is considered to be a relatively stable market sector that is less sensitive to economic cycles than many other industries.
We serve over 200 customers across more than 40 countries, comprised of multi-national companies and large national and regional companies. In our target regions of Europe, North America and Brazil, our customers include a wide variety of companies owning some of the best-known brands in the world. We have a stable customer base with long-standing relationships and over 80% of our sales are generated under multi-year contracts, with the remainder largely subject to annual arrangements. A significant portion of our sales volumes are supplied under contracts which include input cost pass through provisions, which help us deliver generally consistent absolute margins.
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As at December 31, 2024, we operated 23 production facilities in nine countries and employed approximately 6,300 personnel. Our production facilities are generally located to serve our customers’ filling locations. Certain production facilities may also be dedicated to specific end-use categories, enhancing product-specific expertise and generating benefits of scale and production efficiency. Significant capital has been invested in our extensive network of long-lived production facilities, which, together with our skilled workforce and related manufacturing process know-how, supports our competitive positions.
We are committed to market-leading innovation and product development and maintain dedicated innovation, development and engineering centers in the United States and Europe to support these efforts. These facilities focus on three main areas: (i) innovations that provide enhanced product design, differentiation and user experience for our customers and end-use consumers; (ii) innovations that reduce input costs to generate cost savings for both our customers and us (e.g. downgauging); and (iii) developments to meet evolving product safety standards and regulations.
Sustainability
Sustainability is a core part of our business, and our sustainability strategy is built upon three pillars – Emissions, Ecology and Social, focusing on reducing our GHG emissions and ecological impact, while supporting our people and the communities where we do business. Our focus on sustainability has been recognized by various external organizations. In 2024, Ardagh Group was awarded a gold rating from EcoVadis and the Group also received management ratings of B for water management and B for climate change from CDP (formerly the Carbon Disclosure Project).
Emissions
The Emissions pillar of our sustainability strategy aligns to the SBTi and aims to minimize our GHG emissions and other potential emissions to air. We are targeting to reduce our Scope 1, 2 and 3 emissions by 2030 from a 2020 baseline, in line with the Paris Agreement, under which select governments pledged to hold the increase in the global average temperature to well below 2°C above pre-industrial levels and pursue efforts to limit the temperature increase to 1.5°C above pre-industrial levels. These targets were approved by the SBTi in 2022. We have launched a wide range of initiatives to work towards achieving these targets, including procuring electricity from renewable sources.
We also take a holistic approach across our operations and supply chains working in close collaboration with our industry associations to increase recycled content and reduce emissions from our materials and operations. Recycling rates for aluminum beverage cans are relatively high in the geographies in which we operate, estimated at 43% in the United States, 76% in Europe and an average of 99% in Brazil from 2020 to 2023. The use of recycled aluminum reduces energy consumption by over 90% compared with the alternative of producing aluminum cans from its virgin source. In addition, we have identified several strategic activities to support emissions reductions, including using less material, lightweighting the aluminum we use in our products without sacrificing quality and optimizing logistics to reduce fuel usage.
Ecology
The Ecology pillar of our sustainability strategy is focused on reducing water consumption and waste to minimize our impact on the environment. Water is used in many steps of our manufacturing processes, including forming, washing, rinsing and cooling of beverage cans. We recognize that water scarcity affects an increasing number of regions worldwide as well as the strategic significance of water as a finite and essential resource, and have set targets to reduce water usage across our global operations. We also recognize the negative impact that waste being sent to landfills is having on our environment and strive to reduce the amount of waste that we generate and prevent such waste from going into landfills either through reuse or recycling. When this is not possible, we apply controls and treatment technologies to help prevent human health effects and minimize the environmental impacts of disposal.
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Social
The Social pillar of our sustainability strategy embodies our commitment to build a safe, diverse, equal and inclusive workforce focused on customer satisfaction and improving the communities we do business in. We believe in fostering environments where diverse ideas help us solve our most pressing challenges and that our unique backgrounds and perspectives drive innovation. We aim to ensure a safe and healthy workplace for all our employees by embedding a culture of safety awareness. Broad principles are supported by detailed policies and procedures to minimize accidents and injuries through continuous training and education. We are committed to promoting a culture of integrity and respect in the workplace, and continue to believe a fair, open and inclusive work environment can enhance both the performance of the Group and the well-being and experience of our employees.
Information Technology
Our IT systems are integral to our entire business and cover our manufacturing, procurement, accounting and telecommunication systems, among others. They are designed and organized to support our daily business operations, compliance, financial information and reporting, and we have dedicated resources to maintain and optimize our IT portfolio with additional support from external IT partners. We follow a balanced IT strategy, maintaining and carefully improving our core systems that support our day-to-day business operations, while also exploring new and emerging technologies and the benefits they can provide to our business, such as increasing group-wide quality and efficiency. Recent examples include a dedicated focus on the use of cloud and advanced data analytics. For a discussion on our cybersecurity risk management, strategy and governance, please see “Item 16K. Cybersecurity.”
Development
Our leading global positions have been established through organic expansion and strategic growth initiatives, we have also expanded our footprint through strategic investments in new capacity to support our customers’ growth, and in December 2020 we acquired a large brownfield building and site in Huron, Ohio, which has been converted into a new beverage can and ends plant, with ends production having commenced in November 2021 and beverage can production in July 2022. These initiatives, as well as other acquisitions and investments over many years, in existing and adjacent end-use categories, have increased our scale and diversification and provided opportunities to grow our business with both existing and new customers.
In February 2021, we announced a $1.8 billion growth investment program for the period 2021-2024, comprised of multiple projects to support our customers’ growth and to enhance our productivity in response to the positive demand outlook.
Our loss for the year ended December 31, 2024, was $3 million. Adjusted EBITDA and net cash from operating activities for the year ended December 31, 2024, were $672 million and $450 million, respectively.
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The following chart illustrates the breakdown of our revenue by destination for the year ended December 31, 2024:
Total revenue of our two operating and reportable segments, Europe and Americas, for the year ended December 31, 2024 was $2,161 million and $2,747 million, respectively.
Our Industry
The global packaging industry is a large, consumer-driven industry with stable growth characteristics. We operate in the metal beverage can sector and our target regions are Europe, North America and Brazil. Metal beverage cans are attractive to brand owners, as their strength and rigidity allows them to be filled at high speeds and easily transported, resulting in further efficiencies through the supply chain. The ability to customize and differentiate products supplied in metal beverage cans, through innovative design, shaping and printing, also appeals to our customers. The metal market has been marked by progressive lightweighting, which has generated material savings in input costs and logistics, while enhancing the consumer experience. This reduction in raw material and energy usage in the manufacturing process has also increased the appeal to end-users, who are increasingly focused on sustainability.
Our Competitive Strengths
| ● | Leader in Metal Beverage Packaging. We believe we are one of the leading suppliers of metal beverage packaging solutions, capable of supplying multi-national, national and regional beverage producers in our target markets. We believe that we are the #2 supplier of metal beverage cans by value in Europe and the #3 supplier of metal beverage cans by value in North America and Brazil. We believe our leading positions are underpinned by the combination of our extensive footprint, proximity to customers, efficient manufacturing and high level of customer service. |
| ● | Long-term relationships with diverse blue-chip customer base. We supply some of the world’s best-known beverage brands with sustainable, innovative packaging solutions and have been recognized with numerous industry awards. We have longstanding relationships with many of our major customers, which include leading multinational, national and regional beverage companies. Some of our major customers include AB InBev, Britvic (recently acquired by Carlsberg), Cidade Imperial, Coca-Cola, Heineken, Mark Anthony Brands, Monster |
Ardagh Metal Packaging S.A.
43
| Beverage, National Beverage Company, PepsiCo and Grupo Petrópolis, among others. In recent years, particularly in North America, we have significantly diversified our customer base by growing our business with customers in faster-growing end-use categories, including ready-to-drink cocktails, sparkling waters, energy drinks and other beverages, and by adding new customers. |
| ● | Focus on stable economies and generally growing product demand. For the year ended December 31, 2024, we derived 90% of our revenues from Europe and North America, which are mature economies characterized by generally predictable consumer spending and relatively low cyclicality, with the balance largely derived from the Brazilian beverage market. Our revenues are entirely generated from beverage end-use categories, including beer, carbonated soft drinks, energy drinks, sparkling waters, hard seltzers, juices, teas and other alcoholic and non-alcoholic beverages, demand for which is generally less impacted by economic cycles. In Europe, North America and Brazil, demand growth in the metal beverage can in recent years has principally been driven by new beverage product innovations, increased awareness by consumers of sustainability and structural pack mix shifts by our customers. For our customers, beverage cans are more efficient to fill and easier to transport and store than other substrates. We believe that these advantages, together with beverage cans’ high level of recyclability, combine to provide our customers with an attractive overall total cost of ownership. |
| ● | Highly contracted revenue base. Over 80% of our revenue for the year ended December 31, 2024 is backed by multi-year supply agreements ranging from two to seven years in duration, with the remainder largely pursuant to annual arrangements. A significant proportion of our sales volumes are supplied under contracts which include mechanisms that help to protect us from earnings volatility related to input costs, including aluminum. Specifically, such arrangements include (i) multi-year contracts that include input cost pass through and/or margin maintenance provisions and (ii) one-year contracts that allow us to negotiate pricing levels for our products on an annual basis as we determine our input costs for the relevant year. |
| ● | Well-invested asset base with significant scale and operational excellence. As at December 31, 2024, we operated 23 strategically-located production facilities in nine countries, enabling us to efficiently serve our customers with high quality and innovative products and services across multiple geographies. We pursue continuous improvement in our facilities and promote a culture of consistently pursuing excellence through standardizing and sharing best practices across our network of plants. We believe the total value proposition we offer our customers, in the form of geographic reach, customer service, product quality, reliability, design and innovation will enable us to continue to drive growth and profitability. |
| ● | Significant and growing specialty can capacity. We have a significant presence in the specialty can segment, which we define as all cans other than 12-ounce 211 diameter cans in the Americas, and all cans other than 330ml and 500ml 211 diameter cans in Europe. Specialty cans include slim cans, sleek cans and cans of a standard diameter but special height. The specialty can segment has grown at a faster rate than the standard can segment in recent years and typically offers more attractive margins. In 2024, specialty cans represented 49% of our total can shipments, with strong representation in both the Europe and Americas segments. |
| ● | Infinitely recyclable metal in products respond to growing sustainability awareness. The metal in our beverage cans is infinitely recyclable. We estimate recycling rates for aluminum beverage cans to be at 76% in Europe, 43% in the United States and an average of 99% in Brazil from 2020 to 2023. We believe that an increasing awareness of the benefits of sustainable packaging in many of our markets will favor pack mix shifts to metal beverage cans in the future. We also believe that legislative and other measures designed to increase recycling rates will favor our substrates in the future. |
| ● | Technical leadership and innovation. We have advanced technical and manufacturing capabilities in metal beverage packaging, including research and development and engineering centers in the United States and Europe, principally based in Elk Grove, Illinois, and Bonn, Germany. Our capabilities have enabled us to develop |
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| product and process innovations to meet the dynamic needs of our customers. We have significant expertise in the production of value-added metal beverage cans with features such as high-quality graphic designs, colored tabs and tactile finishes. Our investments in digital print in Hart Print and NOMOQ enhance our design capabilities further. We produce metal beverage cans in a range of sizes and have been a leader in the introduction of lighter aluminum cans. |
| ● | Proven track record of generating attractive returns through organic expansion, strategic investment and continuous improvement. Since its acquisition by Ardagh Group in 2016, the metal beverage business has grown through a combination of organic expansion, strategic investment and continuous improvement. We have increased our exposure to faster growing categories of the beverage market, as well as diversifying our customer base, notably in North America, thereby improving our business mix. Ardagh Group has also made strategic investments, including the construction of our ends production facility in Manaus, Brazil, in 2018 which allowed us to become self-sufficient for ends supply in that market, as well as converting our production facilities in Rugby, United Kingdom and Weissenthurm, Germany, from steel to aluminum beverage cans. In addition, we have focused on continuous improvement across our business to optimize costs and drive efficiencies. We expect our principal focus to be on growth through organic expansion and strategic development with new and existing customers. We believe that we can maintain and grow attractive margins through business mix optimization, growth with new and existing customers, efficiency gains, cost reduction, working capital optimization and disciplined capital allocation. |
| ● | Experienced management team with a proven track record and high degree of shareholder alignment. Members of our management team with extensive experience in the metal beverage packaging industry have demonstrated their ability to manage costs, adapt to changing market conditions, undertake strategic investments and acquire and integrate new businesses, thereby driving significant value creation. Paul Coulson, one of our directors, has a significant indirect ownership in us, as he controls the ultimate parent company of AMPSA. We believe this ownership promotes efficient capital allocation decisions and results in strong shareholder alignment and commitment to further shareholder value creation. |
Our Business Strategy
Our principal objective remains to increase shareholder value by achieving growth in Adjusted EBITDA and cash generation. We aim to achieve this objective through organically growing our business, but will also continue to evaluate other acquisitions and strategic opportunities to enhance shareholder value. We pursue these objectives through the following strategies:
| ● | Grow Adjusted EBITDA and cash flow. We seek to leverage our extensive footprint, proximity to customers, efficient manufacturing and high level of customer service to grow revenue with new and existing customers, improve our productivity, and reduce and recover our costs. To increase Adjusted EBITDA, we will continue to exploit opportunities to improve network efficiency and utilization and take a disciplined approach to new growth investment. To increase cash generation, we actively manage our working capital and capital expenditures. Our $1.8 billion growth investment plan across the period 2021-2024 is near completion and is expected to contribute to revenue growth, Adjusted EBITDA and cash flow generation. |
| ● | Continue to enhance product mix and profitability. We have enhanced our product mix over the years by replacing lower margin business with higher margin business and by pursuing growth opportunities in new and emerging end-use categories of the beverage market. We will continue to develop long-term partnerships with existing and new customers, including new and emerging growth customers, and selectively pursue such opportunities that will grow our business and improve our overall profitability. We have invested in significantly growing our specialty can mix with those investments supported by long-term customer contracts and commitments. |
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| ● | Emphasize operational excellence and optimize manufacturing base. In managing our businesses, we seek to improve our efficiency, control our costs and preserve and expand our margins. We aim to consistently reduce total costs through implementing operational efficiencies and promoting continuous improvement. We will continue to take actions to enhance efficiency through continuous improvement, best practice sharing and investment, enabling us to serve our existing and new customers’ exacting requirements for sustainable packaging. |
| ● | Enhance our environmental and social sustainability impact. We will continue to improve the sustainability profile of our business. During 2022, we received approval of our near-term Science-Based Sustainability Targets through the SBTi, whereby we set specific goals to reduce our Scope 1, 2 and 3 emissions by 2030 in line with the Paris Agreement, under which select governments pledged to hold the increase in the global average temperature to well below 2°C above pre-industrial levels and pursue efforts to limit the temperature increase to 1.5°C above pre-industrial levels. See “—Sustainability” for further details on our sustainability strategy and SBTi targets. We seek to ensure that we meet the evolving requirements of end consumers and our customers, while creating a safe and inclusive environment for our employees, contributing positively to the communities in which we operate, improving our efficiency, controlling our costs and preserving and expanding our margins while at the same time growing our revenue, Adjusted EBITDA and free cash flow generation. |
| ● | Evaluate and pursue strategic opportunities. We are a leading player in the beverage can sector in Europe, North America and Brazil, and those markets remain our principal near and medium-term focus. We may also evaluate and pursue other strategic opportunities, to grow with existing or new customers, including in new markets that offer attractive risk-adjusted returns, in line with our stringent investment criteria and focus on enhancing shareholder value. |
Manufacturing and Production
As of December 31, 2024, we operated 23 production facilities in nine countries and had approximately 6,300 employees. Our production facilities are currently located in seven European countries, as well as in the United States and Brazil.
The following table summarizes our principal production facilities as of December 31, 2024.
|
Number of |
|
Production |
||
Location |
|
Facilities* |
United States |
|
8 |
Germany |
|
4 |
Brazil |
|
3 |
United Kingdom |
|
3 |
Other European countries(1) |
|
5 |
|
23 |
* Excluding digital print locations.
| (1) | One facility in each of Austria, France, the Netherlands, Poland and Spain. |
Industry Overview
We operate in the beverage can segment of the consumer metal packaging industry.
The beverage can sector has grown across the last four years in each of Europe, North America and Brazil. In each of these markets demand for metal beverage cans has accelerated in recent years, principally driven by new beverage
Ardagh Metal Packaging S.A.
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product innovations, increased awareness by consumers of sustainability and pack mix shifts. In addition, the convenience of filling, transporting and stocking beverage cans, compared with alternative substrates are believed to be contributing to this growth. Growth in unit volumes of specialty beverage cans has exceeded growth in standard beverage cans, thereby increasing specialty can penetration.
We believe the purchasing decisions of retail consumers are significantly influenced by packaging. Consumer product manufacturers and marketers are increasingly using packaging to position their products in the market and differentiate them from alternative products. A growing awareness of sustainability issues among consumers, as well as potential regulatory or legislative changes in this area, are also expected to influence future packaging decisions by consumer product manufacturers. See “—Sustainability” for further details on our sustainability strategy. The development and production of premium, differentiated packaging products with additional value-added features require a higher level of design capabilities, manufacturing and process know-how and quality control than for more standardized products.
Customers
We operate production facilities in Europe, the United States and Brazil, and we sell metal beverage cans to multinational, regional and national customers in these regions. We supply leading manufacturers in each of the markets we serve, including AB InBev, Britvic, Cidade Imperial, Coca-Cola, Diageo, Heineken, Mark Anthony Brands, Molson Coors, Monster Beverage, National Beverage Company, PepsiCo, and Grupo Petrópolis among others.
Our top ten customers represented approximately 57% of our revenue in 2024. Over 80% of our revenue is backed by multi-year supply agreements, ranging from two to seven years in duration. These contracts generally provide for the pass through of metal price fluctuations as well as a mechanism for the recovery of non-metal input cost inflation, while others have tolling arrangements whereby customers arrange for the procurement of metal themselves. In addition, within multi-year relationships, both parties can work together to streamline the product, service and supply process, leading to significant cost reductions and improvements in product and service, with benefits arising to both parties. Wherever possible, we seek to enter into multi-year supply agreements with our customers. In other cases, sales are made under commercial supply agreements, typically of one-year’s duration, with prices based on expected purchase volumes.
Competitors
Our principal competitors in metal beverage packaging include Ball Corporation, Crown Holdings, and CANPACK.
Raw Materials and Suppliers
The principal raw materials used in our business are aluminum, coatings and lining compounds. Our major aluminum suppliers include Novelis, Speira, Tri-Arrows, Constellium and Kaiser Aluminum.
We continuously seek to minimize the price of raw materials and reduce exposure to price movements, including through the following:
| ● | harnessing the scale of our global metal purchasing requirements, to achieve better raw materials pricing; |
| ● | entering into variable-priced pass through contracts with customers, whereby selling prices are indexed to the price of the underlying raw materials; |
| ● | maintaining the focus on metal content reduction; |
| ● | targeting reductions in spoilage and waste in manufacturing; |
Ardagh Metal Packaging S.A.
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| ● | actively managing our raw material inventory balances relative to customer demand; |
| ● | rationalizing the number of both specifications and suppliers; and |
| ● | hedging the price of aluminum and the related euro/U.S. dollar exposure. |
Aluminum is typically purchased under three-year contracts, with pricing arrangements that are fixed in advance. Despite an increase in the level of aluminum production being targeted to new end-use applications, including automotive and aerospace, we believe that adequate quantities of the relevant grades of packaging aluminum will continue to be available from various producers and that we are not overly dependent upon any single supplier. Some of our aluminum requirements are subject to tolling arrangements with our customers, whereby risk and responsibility for the procurement of aluminum is managed by the customer.
Distribution
We use various freight and haulage contractors to make deliveries to customer sites or warehousing facilities. In certain cases, customers make their own delivery arrangements and therefore may purchase from us on an ex-works basis. Warehousing facilities are primarily situated at our production facilities. However, in certain regions, we rely on networks of externally-rented warehouses at strategic third-party locations close to major customers’ filling operations.
Innovation, Research and Development
The majority of our innovation, development and engineering activities are primarily concentrated at our regional technical center in Elk Grove, Illinois, and at our research facility in Bonn, Germany. These centers focus on identifying and serving the existing and potential needs of customers, including the achievement of cost reductions, particularly metal content reduction, and meeting new and anticipated legislative requirements, as well as providing technology, engineering and support services to our production facilities and customers.
We currently hold and maintain a number of patent families, filed in several jurisdictions and covering a range of different products.
Environmental, Health and Safety
Our operations and properties are regulated under a wide range of laws, ordinances and regulations and other legal requirements concerning the environment, health and safety and product safety in each jurisdiction in which we operate. We believe that our production facilities are compliant, in all material respects, with these laws and regulations.
The principal environmental issues we face include the environmental impact of the disposal of water used in our production processes, generation and disposal of waste, the receiving, use and storage of hazardous and non-hazardous materials, the potential contamination and subsequent remediation of land, surface water and groundwater arising from our operations and the impact on air quality through gas and particle emissions, including the emission of greenhouse gases.
We are also committed to ensuring that safe operating practices are established, implemented and maintained throughout our organization. In addition, we have instituted active health and safety programs throughout our company. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Legal and Regulatory Matters—We are subject to various environmental and other legal requirements and may be subject to additional requirements that could impose substantial costs upon us.”
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Europe
Our substantial operations in the European Union are subject to, among additional requirements, the requirements of the EU IED which requires that operators of industrial installations, including can-making installations, take into account the whole environmental performance of the installation and obtain and maintain compliance with a permit, which sets emission limit values that are based on best available techniques.
Furthermore, the EU Environmental Liability Directive relating to the prevention and remedying of environmental damage aims to make those who cause damage to the environment (specifically damage to habitats and species protected by EU law, damage to water resources and land contamination which presents a threat to human health) financially responsible for its remediation. It requires operators of industrial premises (including those which hold a permit governed by the EU IED) to take preventive measures to avoid environmental damage, inform the regulators when such damage has or may occur and to remediate contamination.
United States
Our U.S. operations are also subject to stringent and complex U.S. federal, state and local laws and regulations relating to environmental protection, including the discharge of materials into the environment, health and safety and product safety including, but not limited to: the U.S. federal Clean Air Act, the U.S. federal Water Pollution Control Act of 1972, the U.S. federal Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”). These laws and regulations may, among other things (i) require obtaining permits to conduct industrial operations; (ii) restrict the types and quantities and concentration of various substances that can be released into the environment; (iii) result in the suspension or revocation of necessary permits, licenses and authorizations; (iv) require that additional pollution controls be installed and (v) require remedial measures to mitigate pollution from former and ongoing operations, including related natural resource damages. Specifically, certain U.S. environmental laws, such as CERCLA and analogous state laws, provide for strict, and under certain circumstances, joint and several liability for the investigation and remediation of releases or the disposal of regulated materials into the environment including soil and groundwater, as well as for damages to natural resources.
Deposit Return Systems
In North America, sales of beverage cans are affected by governmental regulation of packaging, including deposit return laws. At December 31, 2024, there were ten U.S. states with container deposit laws in effect, requiring consumer deposits of between 5 and 15 cents (USD), depending on the size of the container or product. In Canada, deposit laws cover some form of beverage container in all 10 provinces and three territories except the territory of Nunavut, which does not have a deposit program. The range for deposits is between 5 and 40 cents (Canadian Dollar), depending on size of container and type of beverage. In addition, many beverages and containers, particularly new product innovations and unique alcohol beverage products, are not clearly defined in U.S. and Canadian deposit laws, and local agencies provide final decisions on the application of deposit laws.
A wider roll out of packaging deposit return systems in Europe, driven by the EU’s Packaging and Packaging Waste Regulation Directive, could lead to cost increases for collection and recycling of beverage cans, as well as temporary demand disruption, and therefore potentially have impacts on the packaging material mix at retailers.
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C.Organizational structure
The following table provides information relating to our principal operating subsidiaries, all of which are wholly owned, at December 31, 2024.
Country of |
||
Company |
|
incorporation |
Ardagh Metal Packaging Manufacturing Austria GmbH |
|
Austria |
Ardagh Metal Packaging Trading Austria GmbH |
|
Austria |
Ardagh Metal Packaging Brasil Ltda |
|
Brazil |
Ardagh Indústria de Embalagens Metálicas do Brasil Ltda. |
|
Brazil |
Ardagh Metal Packaging Trading France SAS |
|
France |
Ardagh Metal Packaging France SAS |
|
France |
Ardagh Metal Packaging Germany GmbH |
|
Germany |
Ardagh Metal Packaging Trading Germany GmbH |
|
Germany |
Ardagh Metal Packaging Trading Netherlands B.V. |
|
Netherlands |
Ardagh Metal Packaging Netherlands B.V. |
|
Netherlands |
Ardagh Metal Packaging Trading Poland Sp. z o.o |
|
Poland |
Ardagh Metal Packaging Poland Sp. z o.o |
|
Poland |
Ardagh Metal Packaging Trading Spain SLU |
|
Spain |
Ardagh Metal Packaging Spain SLU |
|
Spain |
Ardagh Metal Packaging Europe GmbH |
|
Switzerland |
Ardagh Metal Packaging Trading UK Limited |
|
United Kingdom |
Ardagh Metal Packaging UK Limited |
|
United Kingdom |
Ardagh Metal Packaging USA Corp. |
|
United States |
D.Property, plant and equipment
See “Item 4.—Information on the Company—B. Business Overview—Manufacturing and Production.”
Item 4A. Unresolved Staff Comments
None.
Item 5. Operating and Financial Review and Prospects
The following discussion should be read together with, and is qualified in its entirety by reference to the audited consolidated financial statements of Ardagh Metal Packaging S.A. for the years ended December 31, 2024, 2023 and 2022 including the related notes thereto, included elsewhere in this Annual Report. As used in this section, the “Group” refers to Ardagh Metal Packaging S.A. and its subsidiaries.
Some of the measures used in this Annual Report are not measurements of financial performance under IFRS Accounting Standards and should not be considered an alternative to cash flow from operating activities as a measure of liquidity or an alternative to operating profit or (loss)/profit for the year, as indicators of our operating performance or any other measures of performance derived in accordance with IFRS Accounting Standards.
Business Drivers
The main factors affecting our results of operations for the Group are: (i) global economic trends, end-consumer demand for our products and production capacity of our production facilities; (ii) prices of energy and raw materials used
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in our business, primarily aluminum and coatings, and our ability to pass through these and other cost increases to our customers, through contractual pass through mechanisms under multi-year contracts, or through renegotiation in the case of short-term contracts; (iii) investment in capacity expansion and operating cost reductions; (iv) acquisitions; and (v) foreign exchange rate fluctuations and currency translation risks arising from various currency exposures, primarily with respect to the euro, U.S. dollar, British pound, Polish zloty and Brazilian real.
We generate our revenue from supplying metal can packaging to the beverage end-use category. Revenue is primarily dependent on sales volumes and sales prices.
Sales volumes are influenced by a number of factors, including factors driving customer demand, seasonality and the capacity of our metal beverage packaging plants. Demand for our metal beverage cans may be influenced by trends in the consumption of beverages, industry trends in packaging, including customer marketing and pricing decisions, and the impact of environmental regulations and shifts in consumer sentiment towards a greater awareness of sustainability. The demand for our beverage products is strongest during spells of warm weather and therefore demand typically, based on historical trends, peaks during the summer months, as well as in the period leading up to holidays in December. Accordingly, we generally build inventories in the first and fourth quarters in anticipation of the seasonal demands in our beverage business.
Our Adjusted EBITDA is based on revenue derived from selling our metal beverage cans and is affected by a number of factors, including cost of sales, and sales, marketing and administrative expenses. The elements of our cost of sales include (i) variable costs, such as energy, raw materials (including the cost of aluminum), packaging materials, decoration and freight and other distribution costs, and (ii) fixed costs, such as labor and other plant-related costs including depreciation and maintenance. Sales contracts generally provide for the pass through of metal and energy price fluctuations as well as a mechanism for the recovery of other input cost inflation. Our variable costs have typically constituted approximately 75% and fixed costs approximately 25% of the total cost of sales for our business.
Critical Accounting Policies
We prepare our consolidated financial statements in accordance with IFRS Accounting Standards as issued by the IASB. A summary of material accounting policies is contained in note 3 to our audited consolidated financial statements for the three years ended December 31, 2024. In applying accounting principles, we make assumptions, estimates and judgments which are often subjective and may be affected by changing circumstances or changes in our analysis. Material changes in these assumptions, estimates and judgments have the potential to materially alter the Group’s results of operations. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Income taxes
We are subject to income taxes in numerous jurisdictions and judgment is therefore required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. We recognize liabilities for anticipated tax audit matters based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
Measurement of employee benefit obligations
We follow the requirements of IAS 19 ‘Employee Benefits’ to determine the present value of our obligations to current and past employees in respect of defined benefit pension obligations, other long-term employee benefits and other end of service employee benefits, which are subject to similar fluctuations in value in the long-term. We, with the assistance
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of a network of professionals, value such liabilities designed to ensure consistency in the quality of the key assumptions underlying the valuations.
The principal pension assumptions used in the preparation of the audited consolidated financial statements take account of the different economic circumstances in the countries in which we operate and the different characteristics of the respective plans including the length of duration of liabilities.
The ranges of the principal assumptions applied in estimating defined benefit obligations for the Group's main schemes were:
Germany |
UK |
U.S. |
|||||||||
2024 |
|
2023 |
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
% |
% |
% |
% |
% |
% |
||||||
Rate of inflation |
2.00 |
2.00 |
3.00 |
|
2.95 |
|
2.20 |
|
2.20 |
||
Rate of increase in salaries |
3.00 |
3.20 |
2.60 |
2.50 |
|
3.00 |
3.00 |
||||
Discount rate |
3.57 |
3.45 |
5.55 |
4.80 |
|
5.87 |
5.37 |
||||
Assumptions regarding future mortality experience are set based on actuarial advice in accordance with published statistics and experience.
These assumptions translate into the following average life expectancy in years for a pensioner retiring at age 65. The mortality assumptions for the countries with the most significant defined benefit plans are set out below:
Germany |
UK |
|
U.S. |
|||||||||
2024 |
2023 |
2024 |
2023 |
|
2024 |
2023 |
||||||
|
Years |
|
Years |
|
Years |
|
Years |
|
Years |
|
Years |
|
Life expectancy, current pensioners |
23 |
22 |
21 |
22 |
21 |
21 |
||||||
Life expectancy, future pensioners |
|
25 |
25 |
|
23 |
23 |
23 |
|
22 |
|||
If the discount rate were to decrease by 50 basis points from management estimates, the carrying amount of the defined benefit obligations would increase by an estimated $22 million (2023: $24 million). If the discount rate were to increase by 50 basis points, the carrying amount of the defined benefit obligations would decrease by an estimated $19 million (2023: $21 million).
If the inflation rate were to decrease by 50 basis points from management estimates, the carrying amount of the defined benefit obligations would decrease by an estimated $9 million (2023: $11 million). If the inflation rate were to increase by 50 basis points, the carrying amount of the defined benefit obligations would increase by an estimated $10 million (2023: $12 million).
If the salary increase rate were to decrease by 50 basis points from management estimates, the carrying amount of the defined benefit obligations would decrease by an estimated $10 million (2023: $11 million). If the salary increase rate were to increase by 50 basis points, the carrying amount of the defined benefit obligations would increase by an estimated $11 million (2023: $12 million).
The impact of increasing the life expectancy by one year would result in an increase in the net defined benefit obligation of the Group of $6 million at December 31, 2024 (2023: $7 million), holding all other assumptions constant.
Ardagh Metal Packaging S.A.
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Exceptional items
Our consolidated income statement, consolidated statement of cash flows and segmental analysis separately identify results before specific items. Specific items are those that in management’s judgment need to be disclosed by virtue of their size, nature or incidence to provide additional information. Such items include, where significant, restructuring, redundancy and other costs relating to permanent capacity realignment or footprint reorganization, directly attributable acquisition costs and acquisition integration costs, and other transaction-related costs, profit or loss on disposal or termination of operations, start-up costs incurred in relation to and associated with plant builds, significant new line investments, major litigation costs and settlements and impairments of non-current assets. In this regard the determination of “significant” as included in our definition uses qualitative and quantitative factors. We use our judgment in assessing the specific items, which by virtue of their scale and nature, are disclosed in our consolidated income statement, and related notes, as exceptional items. Our management considers columnar presentation to be appropriate in the consolidated income statement as it provides useful additional information and is consistent with the way that financial performance is measured by management and presented to the Board. Exceptional restructuring costs are classified as restructuring provisions and all other exceptional costs when outstanding at the reporting date are classified as exceptional items payable.
Valuation of Earnout Shares
The Group follows the guidance of IAS 32 ‘Financial Instruments: Presentation’ in accounting for the Earnout Shares. The Earnout Shares are recorded as a financial liability and measured at fair value. The key data inputs into the valuation are volatility, dividend yield, share price hurdles, share price, and risk-free rate. Volatility is the significant assumption in the valuation of the Earnout Shares as it is not directly market observable and there is estimation uncertainty involved in determining the assumed volatility. The critical assumptions and estimates applied are discussed in detail in note 22 to the audited consolidated financial statements included in this Annual Report.
Recently adopted accounting standards and changes in accounting policies
The Group adopted the new disclosure requirements introduced by Amendments to IAS 7 and IFRS 7 – Supplier Finance Arrangements, effective for the annual reporting period beginning on or after January 1, 2024. Please refer to notes 19 and 23 to the audited consolidated financial statements included in this Annual Report for further details.
The Group also updated note 4 to the audited consolidated financial statements included in this Annual Report to address the recently issued IFRIC Interpretations Committee Agenda Decision – Disclosures of Revenues and Expenses for Reportable Segments (IFRS 8 Operating Segments).
The impact of other new standards, amendments to existing standards and interpretations issued and effective for annual periods beginning on or after January 1, 2024 have been assessed by the Board as not having had a material impact on the Group.
Recent accounting pronouncements
The Board’s assessment of the impact of new standards, including the recently issued IFRS 18 “Presentation and Disclosure in Financial Statements” and Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity which are not yet effective and which have not been early adopted by the Group, on the consolidated financial statements is on-going.
Ardagh Metal Packaging S.A.
53
A.Operating results
Year Ended December 31, 2024 compared to Year Ended December 31, 2023
Year ended |
||||
December 31, |
||||
|
2024 |
|
2023 |
|
(in $ millions) |
||||
Revenue |
|
4,908 |
|
4,812 |
Cost of sales |
|
(4,278) |
|
(4,338) |
Gross profit |
|
630 |
|
474 |
Sales, general and administration expenses |
|
(288) |
|
(255) |
Intangible amortization |
|
(140) |
|
(143) |
Operating profit |
|
202 |
|
76 |
Net finance expense |
|
(192) |
|
(147) |
Profit/(loss) before tax |
|
10 |
|
(71) |
Income tax (charge)/credit |
|
(13) |
|
21 |
Loss for the year |
|
(3) |
(50) |
|
Revenue
Revenue in the year ended December 31, 2024, increased by $96 million, or 2%, to $4,908 million, compared with $4,812 million in the year ended December 31, 2023. The increase, excluding favorable foreign currency translation effects of $40 million, principally reflects favorable volume/mix effects, partly offset by the pass through of lower input costs to customers.
Cost of sales
Cost of sales in the year ended December 31, 2024, decreased by $60 million, or 1%, to $4,278 million, compared with $4,338 million in the year ended December 31, 2023. The decrease in cost of sales is principally due to lower exceptional cost of sales, partly offset by the impact of higher sales as outlined above. Exceptional cost of sales decreased by $76 million due to lower restructuring costs, asset impairments and start-up related costs in the current year. Further analysis of the movement in exceptional items is set out in “—Supplemental Management’s Discussion and Analysis.”
Gross profit
Gross profit in the year ended December 31, 2024, increased by $156 million, or 33%, to $630 million, compared with $474 million in the year ended December 31, 2023. Gross profit percentage in the year ended December 31, 2024, increased by 290 basis points to 12.8%, compared with 9.9% in the year ended December 31, 2023. Excluding exceptional cost of sales, gross profit percentage in the year ended December 31, 2024, increased by 140 basis points to 13.2%, compared with 11.8% in the year ended December 31, 2023, as a result of the items outlined above in revenue and cost of sales. Further analysis of the movement in exceptional items is set out in “—Supplemental Management’s Discussion and Analysis.
Sales, general and administration expenses
Sales, general and administration expenses in the year ended December 31, 2024, increased by $33 million, or 13%, to $288 million, compared with $255 million in the year ended December 31, 2023. The increase in sales, general and administration expenses was primarily due to higher employee variable remuneration in the current year. Excluding exceptional items, sales, general and administration expenses increased by $42 million, or 17%. Exceptional sales, general and administration expenses decreased by $9 million, due to lower transaction-related and other costs in the current year.
Ardagh Metal Packaging S.A.
54
Further analysis of the movement in exceptional items is set out in “—Supplemental Management’s Discussion and Analysis.”
Intangible amortization
Intangible amortization in the year ended December 31, 2024, decreased by $3 million or 2%, to $140 million, compared with $143 million in the year ended December 31, 2023, primarily due to a decrease in the amortization of customer-related intangible assets.
Operating profit
Operating profit in the year ended December 31, 2024, increased by $126 million, to $202 million compared with $76 million in the year ended December 31, 2023. The increase is primarily due to higher gross profit as outlined above, partly offset by higher sales, general and administration expenses.
Net finance expense
Net finance expense in the year ended December 31, 2024, was $192 million, compared with $147 million in the year ended December 31, 2023, an increase of $45 million. Net finance expense for the years ended December 31, 2024 and 2023 comprised the following:
Year ended |
||||
December 31, |
||||
|
2024 |
|
2023 |
|
(in $ millions) |
||||
Senior Facilities interest expense |
140 |
132 |
||
Net pension interest cost |
|
5 |
|
5 |
Lease interest cost |
25 |
24 |
||
Foreign currency translation losses |
|
— |
|
6 |
(Gains)/losses on derivative financial instruments |
|
(5) |
|
2 |
Other net finance expense |
40 |
36 |
||
Net finance expense before exceptional items |
205 |
205 |
||
Exceptional finance income |
|
(13) |
(58) |
|
Net finance expense |
|
192 |
|
147 |
Interest on Senior facilities increased by $8 million, or 6%, in the year ended December 31, 2024, compared with the year ended December 31, 2023. The increase primarily relates to interest and fees on the Senior Secured Term Loan.
Lease interest cost in the year ended December 31, 2024 increased by $1 million to $25 million, compared with $24 million in the year ended December 31, 2023, driven by an increase in lease obligations during the year and related interest thereon.
Foreign currency translation losses in the year ended December 31, 2024 decreased by $6 million to $nil, compared with $6 million in the year ended December 31, 2023, driven by foreign exchange rate fluctuations during the year, primarily related to the U.S. dollar.
Gains on derivative financial instruments in the year ended December 31, 2024 amounted to $5 million, compared with $2 million losses in the year ended December 31, 2023. The gains are related to the Group’s cross currency interest rate swaps (“CCIRS”) and virtual power purchase agreement (“vPPA”), which was entered into during July 2024.
Ardagh Metal Packaging S.A.
55
$13 million net exceptional finance income for the year ended December 31, 2024 primarily relates to a gain on movements in the fair market values on the Earnout Shares, Private and Public Warrants. Exceptional net finance income for the year ended December 31, 2023, of $58 million primarily comprised of a gain on the Earnout Shares, Private and Public Warrants.
Income tax (charge)/credit
Income tax charge in the year ended December 31, 2024 was $13 million, compared with a tax credit of $21 million in the year ended December 31, 2023.
The increase in the income tax charge is primarily attributable to an increase in the profit before tax of $81 million (tax effect of $20 million at the standard rate of Luxembourg corporation tax), a decrease of $23 million in prior year adjustments credits, primarily relating to tax credits arising from a favorable Superior Court of Justice ruling in Brazil in the year ended December 31, 2023, an increase of $4 million in tax charge relating to non-deductible and other tax items, and an increase of $3 million in income taxed at rates other than the standard rate of Luxembourg corporation tax. These increases were partially offset by a decrease of $11 million in tax losses for which no deferred tax was recognized and a decrease of $1 million in tax charge on income subject to state and other local income taxes.
The effective income tax rate on profit before exceptional items for the year ended December 31, 2024 was 28%, compared with a tax rate of 30% for the year ended December, 31 2023. The decrease in effective tax rate is primarily attributable to changes in profitability mix in the year ended December 31, 2024.
Loss for the year
As a result of the items described above, the loss for the year ended December 31, 2024, decreased by $47 million to $3 million, compared with a $50 million loss in the year ended December 31, 2023.
Year Ended December 31, 2023 compared to Year Ended December 31, 2022
Year ended |
||||
December 31, |
||||
|
2023 |
|
2022 |
|
(in $ millions) |
||||
Revenue |
|
4,812 |
|
4,689 |
Cost of sales |
|
(4,338) |
|
(4,163) |
Gross profit |
|
474 |
|
526 |
Sales, general and administration expenses |
|
(255) |
|
(212) |
Intangible amortization |
|
(143) |
|
(138) |
Operating profit |
|
76 |
|
176 |
Net finance (expense)/income |
|
(147) |
|
80 |
(Loss)/profit before tax |
|
(71) |
|
256 |
Income tax credit/(charge) |
|
21 |
|
(19) |
(Loss)/profit for the year |
|
(50) |
237 |
|
Revenue
Revenue in the year ended December 31, 2023, increased by $123 million, or 3%, to $4,812 million, compared with $4,689 million in the year ended December 31, 2022. The increase, excluding favorable foreign currency translation effects of $44 million, is principally reflecting favorable volume/mix effects and higher input cost recovery, partly offset by the pass through to customers of lower input costs.
Ardagh Metal Packaging S.A.
56
Cost of sales
Cost of sales in the year ended December 31, 2023, increased by $175 million, or 4%, to $4,338 million, compared with $4,163 million in the year ended December 31, 2022. The increase in cost of sales is mainly due to the impact of higher sales as outlined above, higher depreciation and labor related costs and higher exceptional cost of sales. Exceptional cost of sales increased by $25 million. Further analysis of the movement in exceptional items is set out in “—Supplemental Management’s Discussion and Analysis.”
Gross profit
Gross profit in the year ended December 31, 2023, decreased by $52 million, or 10%, to $474 million, compared with $526 million in the year ended December 31, 2022. Gross profit percentage in the year ended December 31, 2023, decreased by 130 basis points to 9.9%, compared with 11.2% in the year ended December 31, 2022. Excluding exceptional cost of sales, gross profit percentage in the year ended December 31, 2023, decreased by 80 basis points to 11.8%, compared with 12.6% in the year ended December 31, 2022, as a result of the items outlined above in revenue and cost of sales. Further analysis of the movement in exceptional items is set out in “—Supplemental Management’s Discussion and Analysis.
Sales, general and administration expenses
Sales, general and administration expenses in the year ended December 31, 2023, increased by $43 million, or 20%, to $255 million, compared with $212 million in the year ended December 31, 2022. The increase in sales, general and administration expenses was primarily due to lower employee variable remuneration in the prior period. Excluding exceptional items, sales, general and administration expenses increased by $52 million, or 28%. Exceptional sales, general and administration expenses decreased by $9 million, due to lower transaction-related and other costs in the current year. Further analysis of the movement in exceptional items is set out in “—Supplemental Management’s Discussion and Analysis.”
Intangible amortization
Intangible amortization in the year ended December 31, 2023, increased by $5 million or 4%, to $143 million, compared with $138 million in the year ended December 31, 2022, primarily due to an increase in the amortization of software costs.
Operating profit
Operating profit in the year ended December 31, 2023, decreased by $100 million, to $76 million compared with $176 million in the year ended December 31, 2022. The decrease is primarily due to lower gross profit and higher sales, general and administration expenses, as outlined above.
Ardagh Metal Packaging S.A.
57
Net finance (expense)/income
Net finance expense in the year ended December 31, 2023, was $147 million, compared with $80 million net finance income in the year ended December 31, 2022, an increase of $227 million. Net finance expense/(income) for the years ended December 31, 2023 and 2022 comprised of the following:
Year ended |
||||
December 31, |
||||
|
2023 |
|
2022 |
|
(in $ millions) |
||||
Senior Secured Green and Senior Green Notes |
132 |
113 |
||
Net pension interest cost |
|
5 |
|
3 |
Lease interest cost |
24 |
12 |
||
Foreign currency translation losses |
|
6 |
|
3 |
Losses on derivative financial instruments |
|
2 |
|
— |
Other net finance expense |
36 |
7 |
||
Finance expense before exceptional items |
|
205 |
138 |
|
Exceptional finance income |
|
(58) |
(218) |
|
Net finance expense/(income) |
|
147 |
(80) |
|
Interest on Senior Secured Green and Senior Green Notes increased by $19 million, or 17%, in the year ended December 31, 2023, compared with the year ended December 31, 2022. The increase primarily relates to interest expense on the 6.000% Senior Secured Green Notes due 2027 that were issued on June 8, 2022.
Lease interest cost in the year ended December 31, 2023 increased by $12 million to $24 million, compared with $12 million in the year ended December 31, 2022, driven by an increase in lease obligations during the year and related interest thereon.
Foreign currency translation losses in the year ended December 31, 2023 increased by $3 million to $6 million, compared with a loss of $3 million in the year ended December 31, 2022, driven by foreign exchange rate fluctuations, primarily the U.S. dollar.
Losses on derivative financial instruments in the year ended December 31, 2023 amounted to $2 million, compared with $nil in the year ended December 31, 2022. The loss is related to the Group’s cross currency interest rate swaps (“CCIRS”) that were entered into in January and March 2023.
$58 million net exceptional finance income primarily relates to a gain on movements in the fair market values on the Earnout Shares, Private and Public Warrants. Exceptional net finance income for the year ended December 31, 2022, of $218 million primarily comprised of a $242 million gain on the Earnout Shares, Private and Public Warrants, partly offset by a foreign currency loss of $22 million thereon.
Income tax credit/(charge)
Income tax credit in the year ended December 31, 2023 resulted in a tax credit of $21 million, compared with a tax charge of $19 million in the year ended December 31, 2022.
The decrease in the income tax charge is primarily attributable to a decrease in the profit before tax of $327 million (tax effect of $82 million at the standard rate of Luxembourg corporation tax), a decrease in the prior year adjustments charge of $26 million primarily relating to tax credits arising from a favorable Superior Court of Justice ruling in Brazil in the year ended December 31, 2023 and a decrease of $2 million in tax charge on income subject to state and other local income taxes. These decreases were partially offset by an increase in income taxed at rates other than the
Ardagh Metal Packaging S.A.
58
standard rate of Luxembourg corporation tax of $46 million (primarily related to the non-taxable gain on movements in the fair market values on the Earnout Shares, Public Warrants and Private Warrants), a decrease of $11 million in tax charge in relation to other tax items, an increase of $11 million in tax losses for which no deferred tax was recognized and an increase of $2 million relating to non-deductible items.
The effective income tax rate on profit before exceptional items for the year ended December 31, 2023 was 30%, compared with a tax rate of 28% for the year ended December, 31 2022. The increase in effective tax rate is primarily attributable to changes in profitability mix in the year ended December 31, 2023.
(Loss)/profit for the year
As a result of the items described above, the loss for the year ended December 31, 2023, increased by $287 million to $50 million, compared with a $237 million profit in the year ended December 31, 2022.
Supplemental Management’s Discussion and Analysis
Key Operating Measures
Adjusted EBITDA consists of (loss)/profit for the year before income tax charge/(credit), net finance expense/(income), depreciation and amortization and exceptional operating items. We use Adjusted EBITDA to evaluate and assess our segment performance. Adjusted EBITDA is presented because we believe that it is frequently used by securities analysts, investors and other interested parties in evaluating companies in the packaging industry. However, other companies may calculate Adjusted EBITDA in a manner different from ours. Adjusted EBITDA is not a measure of financial performance under IFRS Accounting Standards and should not be considered an alternative to (loss)/profit as indicators of operating performance or any other measures of performance derived in accordance with IFRS Accounting Standards.
For a reconciliation of the (loss)/profit for the year to Adjusted EBITDA see below:
Year ended |
||||||
December 31, |
||||||
|
2024 |
|
2023 |
|
2022 |
|
(in $ millions) |
||||||
(Loss)/profit for the year |
|
(3) |
(50) |
237 |
||
Income tax charge/(credit) |
13 |
(21) |
19 |
|||
Net finance expense/(income) |
192 |
147 |
(80) |
|||
Depreciation and amortization |
|
449 |
418 |
359 |
||
EBITDA |
651 |
494 |
535 |
|||
Exceptional operating items |
|
21 |
106 |
90 |
||
Adjusted EBITDA |
672 |
600 |
625 |
|||
Adjusted EBITDA in the year ended December 31, 2024, increased by $72 million, or 12%, to $672 million, compared with $600 million in the year ended December 31, 2023.
Adjusted EBITDA in the year ended December 31, 2023, decreased by $25 million, or 4%, to $600 million, compared with $625 million in the year ended December 31, 2022.
Ardagh Metal Packaging S.A.
59
Exceptional Items
The following table provides detail on exceptional items included in cost of sales, sales, general and administration expenses, finance (income)/expense and income tax credits:
Year ended December 31, |
||||||
2024 |
2023 |
2022 |
||||
|
$'m |
|
$'m |
|
$'m |
|
Start-up related and other costs |
|
24 |
|
36 |
|
67 |
Impairment (reversal)/charge - property, plant and equipment |
|
(4) |
|
18 |
|
— |
Restructuring (credit)/charge |
|
(4) |
|
38 |
|
— |
Exceptional items - cost of sales |
|
16 |
|
92 |
|
67 |
Transaction-related and other costs |
|
5 |
|
14 |
|
23 |
Exceptional items - SG&A expenses |
|
5 |
|
14 |
|
23 |
Exceptional finance income |
|
(13) |
|
(58) |
|
(218) |
Exceptional items - finance income |
|
(13) |
|
(58) |
|
(218) |
Exceptional income tax charge/(credit) |
8 |
(14) |
(17) |
|||
Total exceptional items, net of tax |
|
16 |
34 |
(145) |
||
Exceptional items are those that in our management’s judgment need to be disclosed by virtue of their size, nature or incidence.
2024
A net charge of $16 million has been recognized as exceptional items for the year ended December 31, 2024, primarily comprising:
| ● | $24 million start-up related and other costs in the Americas ($15 million) and in Europe ($9 million), primarily relating to the Group’s investment programs. |
| ● | A $4 million credit relating to property, plant and equipment in Whitehouse, Ohio, which was disposed of or re-distributed for use elsewhere in the Americas operating network during the year resulting in a part-reversal of the impairment charge previously recognized in respect of the plant closure completed in February 2024. |
| ● | A $4 million credit primarily relating to restructuring costs provided for in the prior year for the closure of the Whitehouse facility has also been recognized, in respect of costs no longer expected to be incurred. |
| ● | $5 million transaction-related and other costs, primarily comprised of professional advisory fees and restructuring and other costs relating to transformation initiatives. |
| ● | $13 million exceptional finance income primarily relates to a gain on movements in the fair market values of the Earnout Shares, Private and Public Warrants. |
| ● | Tax charges of $8 million have been incurred relating to the above exceptional items. |
2023
A net charge of $34 million has been recognized as exceptional items for the year ended December 31, 2023, primarily comprising:
| ● | $36 million start-up related and other costs in the Americas ($20 million) and in Europe ($16 million), primarily relating to the Group’s investment programs. |
Ardagh Metal Packaging S.A.
60
| ● | $18 million relating to impairment of property, plant and equipment in Europe ($9 million) following the decision to close the remaining steel lines in the Weissenthurm production facility in Germany, completing the conversion to an aluminum only facility, and the Americas ($9 million) in respect of the closure of the Whitehouse, Ohio production facility which was completed in February 2024. |
| ● | $38 million restructuring costs in the Americas ($20 million) and Europe ($18 million), primarily related to the Whitehouse facility and Weissenthurm steel line closures. |
| ● | $14 million transaction-related and other costs, comprised of a $6 million legal settlement in respect of a contract manufacturing agreement arising from Ardagh Group’s acquisition of the beverage can business and $8 million of professional advisory fees and other costs primarily in relation to transformation initiatives. |
| ● | $58 million net exceptional finance income primarily relates to a gain on movements in the fair market values on the Earnout Shares, Private and Public Warrants. |
| ● | Tax credits of $14 million have been incurred relating to the above exceptional items. |
2022
A net credit of $145 million has been recognized as exceptional items for the year ended December 31, 2022, primarily comprising:
| ● | $67 million start-up related and other costs in the Americas ($40 million) and in Europe ($27 million), primarily relating to the Group’s investment programs. |
| ● | $23 million transaction-related and other costs, primarily comprised of $14 million of professional advisory fees and other costs in relation to transformation initiatives, and $9 million of foreign currency translation losses relating to the exceptional cost of hedging activities in the Americas. |
| ● | $218 million net exceptional finance income primarily relates to a gain on movements in the fair market values of $242 million on the Earnout Shares, Public and Private Warrants, partly offset by a foreign currency loss of $22 million thereon. |
| ● | Tax credits of $17 million have been incurred relating to the above exceptional items. |
Segment Information
Year Ended December 31, 2024 compared to Year Ended December 31, 2023
Year ended |
||||
December 31, |
||||
|
2024 |
|
2023 |
|
(in $ millions) |
||||
Revenue |
|
|
|
|
Europe |
|
2,161 |
2,030 |
|
Americas |
|
2,747 |
|
2,782 |
Total Revenue |
4,908 |
4,812 |
||
Adjusted EBITDA |
|
|
|
|
Europe |
|
257 |
211 |
|
Americas |
|
415 |
|
389 |
Total Adjusted EBITDA |
672 |
600 |
||
Ardagh Metal Packaging S.A.
61
Revenue
Europe. Revenue increased by $131 million, or 6%, to $2,161 million for the year ended December 31, 2024, compared with $2,030 million in the year ended December 31, 2023. The increase in revenue, excluding favorable foreign currency translation effects of $40 million, was principally due to favorable volume/mix effects.
Americas. Revenue decreased by $35 million, or 1%, to $2,747 million for the year ended December 31, 2024, compared with $2,782 million in the year ended December 31, 2023. The decrease in revenue was primarily driven by the pass through of lower input costs to customers, partly offset by favorable volume/mix effects.
See “—Business Drivers.”
Adjusted EBITDA
Europe. Adjusted EBITDA increased by $46 million, or 22%, to $257 million for the year ended December 31, 2024, compared with $211 million in the year ended December 31, 2023. The increase in Adjusted EBITDA was principally due to favorable volume/mix effects and higher input cost recovery, partly offset by higher operating costs.
Americas. Adjusted EBITDA increased by $26 million, or 7%, to $415 million for the year ended December 31, 2024, compared with $389 million in the year ended December 31, 2023. The increase was primarily driven by lower operating costs and favorable volume/mix effects.
Year Ended December 31, 2023 compared to Year Ended December 31, 2022
Year ended |
||||
December 31, |
||||
|
2023 |
|
2022 |
|
(in $ millions) |
||||
Revenue |
|
|
|
|
Europe |
|
2,030 |
|
1,963 |
Americas |
|
2,782 |
|
2,726 |
Total Revenue |
4,812 |
4,689 |
||
Adjusted EBITDA |
|
|
|
|
Europe |
|
211 |
|
200 |
Americas |
|
389 |
|
425 |
Total Adjusted EBITDA |
600 |
625 |
||
Revenue
Europe. Revenue increased by $67 million, or 3%, to $2,030 million for the year ended December 31, 2023, compared with $1,963 million in the year ended December 31, 2022. The increase in revenue, excluding favorable foreign currency translation effects of $45 million, was principally due to higher input cost recovery, partly offset by unfavorable volume/mix effects.
Americas. Revenue increased by $56 million, or 2%, to $2,782 million for the year ended December 31, 2023, compared with $2,726 million in the year ended December 31, 2022. The increase in revenue principally reflected favorable volume/mix effects partly offset by the pass through of lower input costs.
See “—Business Drivers.”
Ardagh Metal Packaging S.A.
62
Adjusted EBITDA
Europe. Adjusted EBITDA increased by $11 million, or 6%, to $211 million for the year ended December 31, 2023, compared with $200 million in the year ended December 31, 2022. The increase in Adjusted EBITDA was principally due to higher input cost recovery, partly offset by unfavorable volume/mix effects and higher operating costs.
Americas. Adjusted EBITDA decreased by $36 million, or 8%, to $389 million for the year ended December 31, 2023, compared with $425 million in the year ended December 31, 2022. The decrease was primarily driven by higher operating costs and lower input cost recovery, partly offset by favorable volume/mix effects.
B.Liquidity and Capital Resources
Cash Requirements Related to Operations
Our principal sources of cash are cash generated from operations and external financings, including borrowings and other credit facilities. Our principal funding arrangements include borrowings available under our Global Asset Based Loan Facility. These and other sources of external financing are described further in the following table. Our principal indentures are also filed as exhibits to this Annual Report.
On October 7, 2024, AMPSA entered into a new credit facility with Banco Bradesco S.A. in Brazil (the “Bradesco Facility”) for BRL500 million (approximately $90 million at the exchange rate applicable on that date). Until September 30, 2025, the Bradesco Facility can be drawn for a period of three years and when drawn, partial security would be provided over the equity interests of certain AMPSA subsidiaries.
On September 24, 2024, Ardagh Metal Packaging S.A. and certain of its subsidiaries entered into an agreement for a new €269 million ($300 million equivalent) senior secured term loan facility (the “Senior Secured Term Loan”) with certain investment funds and other entities managed by affiliates of Apollo Capital Management, L.P. (collectively “Apollo”). The Senior Secured Term Loan matures in September 2029 and is secured on a pari passu basis alongside the Senior Secured Green Notes maturing in 2027 and 2028.
Our sales and cash flows are subject to seasonal fluctuations. Demand for our metal beverage products is typically, based on historical trends, strongest during the summer months and in the period prior to December because of the seasonal nature of beverage consumption. The investment in working capital for metal beverage packaging typically peaks in the first and fourth quarters. We manage the seasonality of our working capital by supplementing operating cash flows with drawings under our credit facilities, as necessary.
Ardagh Metal Packaging S.A.
63
The following table outlines our principal financing arrangements at December 31, 2024:
|
|
Maximum |
|
Final |
|
|
|
|
||||||
amount |
maturity |
Facility |
Available |
|||||||||||
Facility |
Currency |
drawable |
date |
type |
Amount drawn |
Liquidity |
||||||||
|
|
Local |
|
|
|
Local |
|
|
||||||
currency |
currency |
|||||||||||||
m |
m |
$'m |
$'m |
|||||||||||
2.000% Senior Secured Green Notes |
|
EUR |
|
450 |
|
01-Sep-28 |
|
Bullet |
|
450 |
|
468 |
— |
|
3.250% Senior Secured Green Notes |
|
USD |
|
600 |
|
01-Sep-28 |
|
Bullet |
|
600 |
|
600 |
— |
|
6.000% Senior Secured Green Notes |
USD |
600 |
15-Jun-27 |
Bullet |
600 |
600 |
— |
|||||||
3.000% Senior Green Notes |
EUR |
500 |
01-Sep-29 |
Bullet |
500 |
519 |
— |
|||||||
4.000% Senior Green Notes |
USD |
1,050 |
01-Sep-29 |
Bullet |
1,050 |
1,050 |
— |
|||||||
Senior Secured Term Loan |
EUR |
269 |
24-Sep-29 |
Bullet |
269 |
280 |
— |
|||||||
Global Asset Based Loan Facility |
|
USD |
|
272 |
|
06-Aug-26 |
|
Revolving |
|
— |
|
— |
272 |
|
Bradesco Facility |
BRL |
500 |
30-Sep-28 |
Bullet |
— |
— |
81 |
|||||||
Lease obligations |
Various |
— |
Various |
Amortizing |
— |
374 |
— |
|||||||
Other borrowings |
Various |
— |
Rolling |
Amortizing |
— |
42 |
— |
|||||||
Total borrowings |
|
|
|
|
|
|
|
|
|
|
3,933 |
|
353 |
|
Deferred debt issue costs |
|
|
|
|
|
|
|
|
|
|
(31) |
— |
||
Net borrowings |
|
|
|
|
|
|
|
|
|
|
|
3,902 |
|
353 |
Cash, cash equivalents and restricted cash |
|
|
|
|
|
|
|
|
|
|
|
(610) |
610 |
|
Derivative financial instruments used to hedge foreign currency and interest rate risk |
|
|
|
|
|
|
|
|
|
|
|
13 |
— |
|
Net debt /available liquidity |
|
|
|
|
|
|
|
|
|
|
|
3,305 |
|
963 |
A number of the Group’s borrowing agreements contain certain covenants that restrict the Group’s flexibility in areas such as incurrence of additional indebtedness (primarily maximum secured borrowings to Adjusted EBITDA and a minimum Adjusted EBITDA to interest expense), payment of dividends and incurrence of liens. The Global Asset Based Loan Facility is subject to a fixed charge coverage ratio covenant if 90% or more of the facility is drawn. The facility also includes cash dominion, representations, warranties, events of default and other covenants that are of a nature customary for such facilities.
The decrease of $34 million in lease obligations from $408 million at December 31, 2023 to $374 million at December 31, 2024, primarily reflects $97 million of principal repayments, $6 million of foreign currency movements and $3 million of disposals of lease assets, partly offset by $72 million of new lease liabilities (including a lease liability payable to the Ardagh Group of $3 million) during the year ended December 31, 2024.
At December 31, 2024, we had $272 million available under the Global Asset Based Loan Facility.
Ardagh Metal Packaging S.A.
64
The following table outlines the minimum repayments we are obliged to make in the twelve months ending December 31, 2025, assuming that the other credit lines will be renewed or replaced with similar facilities as they mature.
|
|
|
|
|
Minimum net |
|||||
repayment for |
||||||||||
the twelve |
||||||||||
Final |
months ending |
|||||||||
Local |
Maturity |
Facility |
December 31, |
|||||||
Facility |
|
Currency |
|
Currency |
|
Date |
|
Type |
|
2025 |
(in millions) |
(in $ millions) |
|||||||||
Lease obligations |
|
Various |
|
— |
|
Various |
Amortizing |
90 |
||
Other borrowings |
|
Various |
|
— |
|
Rolling |
Amortizing |
15 |
||
105 |
For the year ended December 31, 2024, we reported operating profit of $202 million, cash generated from operations of $659 million and generated Adjusted EBITDA of $672 million.
We generate substantial cash flow from our operations and had $610 million in cash, cash equivalents and restricted cash at December 31, 2024, as well as available but undrawn liquidity of $353 million under our credit facilities. We believe that our cash balances and future cash flow from operating activities, as well as our credit facilities, will provide sufficient liquidity to fund our maintenance capital expenditure, interest payments on our notes and other credit facilities and dividends for at least the next 12 months. In addition, we believe that we will be able to fund certain additional investments through a combination of cash flow generated from operations and, where appropriate, to raise additional financing.
Accordingly, we believe that our long-term liquidity needs primarily relate to the service of our debt obligations. We expect to satisfy our future long-term liquidity needs through a combination of cash flow generated from operations and, where appropriate, to raise additional financing and to refinance our debt obligations in advance of their respective maturity dates.
Off Balance Sheet Arrangements
Receivables Factoring and Related Programs
We participate in several uncommitted accounts receivable factoring and related programs with various financial institutions for certain receivables. Such programs are accounted for as true sales of receivables, as they are either without recourse to us or transfer substantially all the risk and rewards to the financial institutions. Receivables of $620 million were sold under these programs at December 31, 2024 (December 31, 2023: $643 million).
Trade Payables Processing
Certain of the Group’s suppliers have access to independent third-party payable processors. The processors allow suppliers, if they choose, to sell their receivables to financial institutions at the sole discretion of both the supplier and the financial institution. The Group does not direct or have any involvement in the sale of these receivables and availing of these arrangements is at the discretion of the supplier. As the original liability to our suppliers remains, including amounts due and scheduled payment dates, and is neither legally extinguished nor substantially modified, the Group continues to present such obligations within trade payables and includes payments to the processors within cash from operations.
Included within trade and other payables at December 31, 2024 is an amount of $111 million where suppliers have received payments from the processors. These payments are considered non-cash transactions for the Group and there were no significant changes in the carrying amount of trade payables subject to trade payables processing.
Ardagh Metal Packaging S.A.
65
Contractual Obligations and Commitments
The following table outlines our principal contractual obligations at December 31, 2024:
Less than |
More than |
|||||||||
|
Total |
|
one year |
|
1 – 3 years |
|
3 – 5 years |
|
five years |
|
(in $ millions) |
||||||||||
Long term debt—capital repayment |
|
3,517 |
— |
600 |
2,917 |
— |
||||
Long term debt—interest * |
|
560 |
143 |
266 |
151 |
— |
||||
Lease obligations and other borrowings |
|
490 |
127 |
183 |
113 |
67 |
||||
Purchase obligations |
|
1,250 |
1,250 |
— |
— |
— |
||||
Derivatives |
|
53 |
32 |
20 |
1 |
— |
||||
Contracted capital commitments |
|
93 |
93 |
— |
— |
— |
||||
Total |
|
5,963 |
1,645 |
|
1,069 |
|
3,182 |
67 |
||
* Long term debt interest is calculated based on the contractual interest rates for the Senior facilities.
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66
Cash Flows
The following table sets forth certain information reflecting a summary of our cash flow activity for the three years ended December 31, 2024 set forth below:
Year ended December 31, |
||||||
|
2024 |
|
2023 |
|
2022 |
|
(in $ millions) |
||||||
Operating profit |
|
202 |
|
76 |
|
176 |
Depreciation and amortization |
|
449 |
418 |
359 |
||
Exceptional operating items |
|
21 |
|
106 |
|
90 |
Movement in working capital(1) |
|
40 |
|
270 |
|
(202) |
Exceptional costs paid, including restructuring |
(53) |
(56) |
|
(101) |
||
Cash generated from operations |
|
659 |
814 |
|
322 |
|
Net interest paid |
|
(189) |
(174) |
(123) |
||
Settlement of foreign currency derivative financial instruments |
|
8 |
|
(10) |
|
41 |
Income tax paid |
|
(28) |
(14) |
(35) |
||
Net cash from operating activities |
|
450 |
|
616 |
|
205 |
Capital expenditure(2) |
|
(179) |
(378) |
(595) |
||
Net cash used in investing activities |
|
(179) |
(378) |
(595) |
||
Proceeds from borrowings |
|
517 |
79 |
|
709 |
|
Repayment of borrowings |
|
(229) |
(83) |
(110) |
||
Lease payments |
(97) |
(78) |
(59) |
|||
Dividends paid |
(264) |
(263) |
(251) |
|||
Deferred debt issue costs paid |
|
(8) |
|
(3) |
|
(11) |
Proceeds from ordinary share issuance, net of costs |
|
— |
— |
(1) |
||
Proceeds from preferred share issuance, net of costs |
— |
— |
257 |
|||
Treasury shares purchased |
— |
— |
(35) |
|||
Net (outflow)/inflow from financing activities |
|
(81) |
|
(348) |
|
499 |
Net increase/(decrease) in cash, cash equivalents and restricted cash |
|
190 |
|
(110) |
|
109 |
Exchange loss on cash, cash equivalents and restricted cash |
|
(23) |
|
(2) |
|
(17) |
Net increase/(decrease) in cash, cash equivalents and restricted cash after exchange losses |
|
167 |
|
(112) |
|
92 |
| (1) | Working capital is made up of inventories, trade and other receivables, contract assets, trade and other payables contract liabilities and current provisions. Other companies may calculate working capital in a manner different than ours. |
| (2) | Capital expenditure is the sum of purchase of property, plant and equipment and software and other intangibles, net of proceeds from disposal of property, plant and equipment. |
Net cash from operating activities
Net cash from operating activities decreased by $166 million from $616 million in the year ended December 31, 2023, to $450 million in the year ended December 31, 2024. The decrease was mainly due to a decrease in working capital inflows of $230 million, a decrease in exceptional operating items of $85 million, partly offset by a $126 million increase in operating profit, an increase in depreciation and amortization of $31 million and a decrease in exceptional costs paid, including restructuring of $3 million. Net cash from operating activities was further impacted by net interest paid of $189 million, income tax paid of $28 million and inflows from settlement gains of foreign currency derivative financial instruments of $8 million.
Ardagh Metal Packaging S.A.
67
Net cash from operating activities increased by $411 million from $205 million in the year ended December 31, 2022, to $616 million in the year ended December 31, 2023. The increase was mainly due to an increase in working capital inflows of $472 million, an increase in depreciation and amortization of $59 million and a decrease in exceptional costs paid, including restructuring of $45 million and an increase in exceptional operating items of $16 million, partly offset by a $100 million decrease in operating profit. Net cash from operating activities was further impacted by net interest paid of $174 million, income tax paid of $14 million and outflows from settlement gains of foreign currency derivative financial instruments of $10 million.
Net cash used in investing activities
Net cash used in investing activities decreased by $199 million to $179 million in the year ended December 31, 2024, compared with the same period in 2023 mainly driven by reduced spend on the Group’s growth investment program as it nears completion. Capital expenditure for the year ended December 31, 2024 includes $68 million on our growth investment projects.
Net cash used in investing activities decreased by $217 million to $378 million in the year ended December 31, 2023, compared with the same period in 2022 mainly driven by reduced spend on the Group’s growth investment program. Capital expenditure for the year ended December 31, 2023 includes $266 million on our growth investment projects.
Net (outflow)/inflow from financing activities
For the year ended December 31, 2024, net cash from financing activities represented an outflow of $81 million compared with an outflow $348 million in the same period in 2023.
2024
Proceeds from borrowings of $517 million primarily reflects the drawdown of the Group’s Senior Secured Term Loan and Global Asset Based Loan Facility during the year ended December 31, 2024.
Repayment of borrowings of $229 million primarily reflects the repayment of the Group’s Global Asset Based Loan Facility and other borrowings during the year ended December 31, 2024.
Lease payments of $97 million, for the year ended December 31, 2024, increased by $19 million compared to $78 million in the prior year, primarily reflecting increased principal repayments on the Group’s lease obligations.
For the year ended December 31, 2024, we paid dividends to shareholders of $264 million. On February 20, 2024, the Board approved an interim dividend of $0.10 per Ordinary Share. The interim dividend of $60 million was paid on March 27, 2024 to shareholders of record on March 13, 2024. On February 20, 2024, the Board approved an interim dividend on the annual 9% dividend of the Preferred Shares. The interim dividend of €6 million ($6 million) was paid on March 27, 2024. On April 23, 2024, the Board approved an interim dividend cash $0.10 per Ordinary Share. The interim dividend of $60 million was paid on June 26, 2024 to shareholders of record on June 12, 2024. On April 23, 2024, the Board approved an interim dividend on the annual 9% dividend of the Preferred Shares. The interim dividend of €6 million ($6 million) was paid on June 26, 2024. On July 23, 2024, the Board approved an interim dividend cash $0.10 per Ordinary Share. The interim dividend of $60 million was paid on September 26, 2024 to shareholders of record on September 12, 2024. On July 23, 2024, the Board approved an interim dividend on the annual 9% dividend of the Preferred Shares. The interim dividend of €6 million ($6 million) was paid on September 26, 2024. On October 22, 2024, the Board approved an interim dividend of $0.10 per Ordinary Share. The interim dividend of $60 million was paid on December 19, 2024 to shareholders of record on December 5, 2024. On October 22, 2024, the Board approved an interim dividend on the annual 9% dividend of the Preferred Shares. The interim dividend of €6 million ($6 million) was paid on December 19, 2024.
Ardagh Metal Packaging S.A.
68
2023
Proceeds from borrowings of $79 million primarily reflects the drawdown of the Group’s Global Asset Based Loan Facility during the year ended December 31, 2023.
Repayment of borrowings of $83 million primarily reflects the repayment of the Group’s Global Asset Based Loan Facility and other borrowings during the year ended December 31, 2023.
Lease payments of $78 million, for the year ended December 31, 2023, increased by $19 million compared to $59 million in the prior year, reflecting increased principal repayments on the Group’s lease obligations.
On February 21, 2023, the Board approved an interim dividend of $0.10 per Ordinary Share. The interim dividend of $60 million was paid on March 28, 2023 to shareholders of record on March 14, 2023. On February 21, 2023, the Board approved an interim dividend on the annual 9% dividend of the Preferred Shares. The interim dividend of €6 million ($6 million) was paid on March 28, 2023. On April 25, 2023, the Board approved an interim dividend of $0.10 per Ordinary Share. The interim dividend of $59 million was paid on June 28, 2023 to shareholders of record on June 14, 2023. On April 25, 2023, the Board approved an interim dividend on the annual 9% dividend of the Preferred Shares. The interim dividend of €6 million ($6 million) was paid on June 28, 2023. On July 25, 2023, the Board approved an interim dividend of $0.10 per Ordinary Share. The interim dividend of $60 million was paid on September 28, 2023 to shareholders of record on September 14, 2023. On July 25, 2023, the Board approved an interim dividend on the annual 9% dividend of the Preferred Shares. The interim dividend of €6 million ($6 million) was paid on September 28, 2023. On October 24, 2023, the Board approved an interim dividend of $0.10 per Ordinary Share. The interim dividend of $60 million was paid on December 20, 2023 to shareholders of record on December 6, 2023. On October 24, 2023, the Board approved an interim dividend on the annual 9% dividend of the Preferred Shares. The interim dividend of €6 million ($6 million) was paid on December 20, 2023.
Working capital
For the year ended December 31, 2024, the movement in working capital decreased by $230 million to an inflow of $40 million, compared to an inflow of $270 million in the year ended December 31, 2023. The decrease in working capital inflows was primarily due to unfavorable cash flows generated from trade and other receivables, trade and other payables and inventory.
For the year ended December 31, 2023, the movement in working capital increased by $472 million to an inflow of $270 million, compared to an outflow of $202 million in the year ended December 31, 2022. The increase in working capital inflows was primarily due to favorable cash flows generated from inventory and trade and other receivables.
Exceptional costs paid, including restructuring
Exceptional costs paid, including restructuring in the year ended December 31, 2024 decreased by $3 million to $53 million compared with $56 million in the year ended December 31, 2023. For the year ended December 31, 2024, amounts paid of $53 million primarily comprised $25 million of start-up costs, mainly relating to the Group's growth investment program, $22 million of restructuring costs primarily related to footprint reorganization, and $6 million of transaction-related and other costs.
Exceptional costs paid, including restructuring in the year ended December 31, 2023 decreased by $45 million to $56 million compared with $101 million in the year ended December 31, 2022. For the year ended December 31, 2023, amounts paid of $56 million primarily comprised $44 million of start-up costs, mainly relating to our growth investment program, $6 million of restructuring costs, $5 million of transaction related costs and $1 million of other costs.
Ardagh Metal Packaging S.A.
69
Income tax paid
Income tax paid during the year ended December 31, 2024 was $28 million, which represents an increase of $14 million when compared to $14 million the year ended December 31, 2023. The increase is primarily attributable to refunds received in certain jurisdictions in the year ended December 31, 2023.
Income tax paid during the year ended December 31, 2023 was $14 million, which represents a decrease of $21 million when compared to $35 million the year ended December 31, 2022. The decrease is primarily attributable to refunds received in certain jurisdictions.
Capital expenditure
Year ended |
||||||
December 31, |
||||||
|
2024 |
|
2023 |
|
2022 |
|
(in $ millions) |
||||||
Europe |
|
76 |
155 |
213 |
||
Americas |
|
103 |
223 |
382 |
||
Net capital expenditure |
179 |
378 |
595 |
|||
Capital expenditure for the year ended December 31, 2024, decreased by $199 million to $179 million, compared to $378 million for the year ended December 31, 2023. The decrease was mainly driven by reduced spend on the Group’s growth investment program as it nears completion. Capital expenditure for the year ended December 31, 2024 includes $68 million related to our growth investment program.
In Europe, capital expenditure for the year ended December 31, 2024, was $76 million, compared to capital expenditure of $155 million for the year ended December 31, 2023 with the decrease primarily attributable to reduced spend on the Group's growth investment program. In Americas, capital expenditure in the year ended December 31, 2024, was $103 million compared to capital expenditure of $223 million for the year ended December 31, 2023, with the decrease primarily attributable to reduced spend on the Group’s growth investment program.
Capital expenditure for the year ended December 31, 2023, decreased by $217 million to $378 million, compared to $595 million for the year ended December 31, 2022. The decrease was mainly driven by reduced spend on the Group’s growth investment program. Capital expenditure for the year ended December 31, 2023 includes $266 million related to our growth investment program.
In Europe, capital expenditure for the year ended December 31, 2023, was $155 million, compared to capital expenditure of $213 million for the year ended December 31, 2022 with the decrease primarily attributable to reduced spend on the Group's growth investment program. In Americas, capital expenditure in the year ended December 31, 2023, was $223 million compared to capital expenditure of $382 million for the year ended December 31, 2022, with the decrease primarily attributable to reduced spend on the Group’s growth investment program.
C.Research and development, patents and licenses
See “Item 4. Information on the Company—B. Business Overview—Innovation, Research and Development.”
D.Trend information
Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events since December 31, 2024 that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the reported financial information in this Annual Report to be not necessarily indicative of future operating results or financial conditions.
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70
E.Critical Accounting Estimates
See “Note 3. Summary of material accounting policies — Critical accounting estimates, assumptions and judgments” to the audited consolidated financial statements included elsewhere in this Annual Report.
Item 6. Directors, Senior Management and Employees
A.Directors and Senior Management
Set forth below is certain information concerning our directors and executive officers as of the date of this Annual Report including their names, ages, positions, current directorship terms (which expire on the date of the relevant year’s annual general meeting of shareholders) and assessment of independence in accordance with the NYSE Standards. There are no family relationships among the executive officers or between any executive officer or director. Our executive officers are appointed by the Board to serve in their roles. Each executive officer is appointed for such term as may be prescribed by the Board or until a successor has been chosen and qualified or until such officer’s death, resignation or removal. Unless otherwise indicated, the business address of all of our executive officers and directors is 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg.
Board
Name |
|
Age |
|
Position |
|
Expiration of current directorship term |
Independent |
|
Herman Troskie |
54 |
Chair |
2025 |
|||||
Oliver Graham |
56 |
Chief Executive Officer and Director |
2026 |
|||||
Paul Coulson |
72 |
Director |
2027 |
|||||
Abigail Blunt |
63 |
Non-Executive Director |
2027 |
☒ |
||||
Yves Elsen |
67 |
Non-Executive Director |
2025 |
☒ |
||||
Elizabeth Marcellino |
67 |
Non-Executive Director |
2026 |
☒ |
||||
Damien O’Brien |
69 |
Non-Executive Director |
2025 |
☒ |
||||
The Rt. Hon. the Lord Hammond of Runnymede |
69 |
Non-Executive Director |
2027 |
☒ |
Herman Troskie
Herman Troskie is the Chair of the board of directors of Ardagh Metal Packaging S.A. and has been a director of the Ardagh Group since 2009. He was previously CEO of Corporate, Legal and Tax Advisory at Stonehage Fleming, the international family office. He has extensive experience in the areas of international corporate structuring, cross-border financing and capital markets. Mr. Troskie is also a director of other private and public companies. He qualified as a South African Attorney in 1997, and as a Solicitor of the Senior Courts of England and Wales in 2001. Mr. Troskie is chair of the Compensation Committee, the Finance Committee and the Nominating and Governance Committee. He is based in Luxembourg and is a citizen of the Netherlands and South Africa.
Oliver Graham
Oliver Graham is CEO of Ardagh Metal Packaging S.A., a position he has held since 2020. Before taking up this role, Mr. Graham was CEO of Metal Packaging Europe with responsibility for Metal Packaging Brazil, as well as being Ardagh Group S.A. Commercial Director. He joined Ardagh in 2016 following the acquisition of the metal beverage
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71
packaging business, prior to which he was Group Commercial Director at Rexam PLC. Mr. Graham joined Rexam PLC in 2013 from The Boston Consulting Group, where he was a partner. He is the chair of the Sustainability Committee. He is a British citizen.
Paul Coulson
Paul Coulson graduated from Trinity College Dublin with a business degree in 1973. He spent five years with Price Waterhouse in London and Dublin and qualified as a Chartered Accountant in 1978. He then established his own accounting firm before setting up Yeoman International in 1980 and developing it into a significant leasing and structured finance business. From 1998 to 2023 he was Chairman of Ardagh and initiated the transformation of Ardagh from a small, single plant operation into a leading global packaging company. Over the last 40 years he has been involved in the creation and development of a number of businesses apart from Yeoman and Ardagh. These include Fanad Fisheries, a leading Irish salmon farming company, and Sterile Technologies. Prior to its sale to Stericycle, Inc. in 2006, Sterile Technologies had been developed into the leading medical waste management company in the United Kingdom and Ireland. He is a member of the Compensation Committee and the Nominating and Governance Committee. Mr. Coulson is a citizen of the Republic of Ireland.
Abigail Blunt
Abigail Blunt has had a 30-year career as a corporate and government affairs executive with extensive expertise in the consumer packaged goods industry. In September 2022 she left the Kraft Heinz Company after 21 years where she had led the Global Government Affairs function, served as an Advisor to the board, a Kraft Heinz Foundation board member and an ESG leader. Earlier in her career, Mrs. Blunt earned significant political acumen through her roles in government and government related entities including Finance Director of the National Republican Congressional Committee (NRCC), Deputy Director of the Bush Re-election Committee, US Chamber of Commerce Foundation Director, Government Affairs Director for the Federal Deposit Insurance Corporation (FDIC) and a legislative aide in the US House of Representatives. Mrs. Blunt was named by Washingtonian Magazine as one of “Washington’s Most Influential People” in 2021 and 2022. She serves on the board of Apollo owned portfolio company, SmartStart, Varsity Tutors parent company Nerdy (NYSE-NRDY) and nutrition platform VitaKey. She is a member of The Economic Club of Washington and Extraordinary Women on Boards(EWOB). Mrs. Blunt is an independent director and is a member of the Audit Committee and the Sustainability Committee. She is a citizen of the United States of America.
Yves Elsen
Yves Elsen is managing director and chairman of the board of directors of HITEC Luxembourg S.A., a Luxembourg-based industrial and technology company serving contractors in over 20 countries around the world. Prior to this, Mr. Elsen founded and led SATLYNX S.A., following extensive experience with listed satellite operator SES - Société Européenne des Satellites S.A. He was a member of the supervisory board of Villeroy & Boch AG from 2013 to 2019 and its chairman from 2017 to 2019. Mr. Elsen is chairman of the board of governors of the University of Luxembourg. He is an independent director and is a member of the Audit Committee and the Nominating and Governance Committee. Mr. Elsen is a citizen of the Grand Duchy of Luxembourg.
Elizabeth Marcellino
Elizabeth Marcellino works as the strategic communications lead for the CEO of Los Angeles County with a focus on the county’s nearly $50 billion annual budget. She previously worked for more than a dozen years as a writer and journalist reporting on a wide range of policy issues for Los Angeles-based City News Service. Prior to that, Ms. Marcellino was managing director of Goldman Sachs Group, Inc., where she worked from 1991 to 2004 in investment banking, portfolio management, and private equity, specializing for many years in real estate. She earned a B.A. in Economics from the University of California, Los Angeles and a M.B.A. in Finance and Real Estate from The Wharton
Ardagh Metal Packaging S.A.
72
School of the University of Pennsylvania. Ms. Marcellino is an independent director and is a member of the Audit Committee and the Sustainability Committee. She is a citizen of the United States of America.
Damien O’Brien
Damien O’Brien has served as CEO of Egon Zehnder from 2008 to 2014 and as its chairman from 2010 to 2018. Mr. O’Brien joined Egon Zehnder in 1988 and since then he has been based in Australia, Asia and Europe. He is also a member of the board of St. Vincents Health Australia. He was formerly on the board of IMD Business School in Lausanne, Switzerland. He earned a B.A. in Economics from the University of New South Wales and a M.B.A. from Columbia University. Mr. O’Brien is an independent director and is the chair of the Audit Committee and a member of the Compensation Committee and the Nominating and Governance Committee. Mr. O’Brien is a citizen of Australia and the Republic of Ireland.
The Rt. Hon. the Lord Hammond of Runnymede
The Rt. Hon. the Lord Hammond of Runnymede has had a distinguished career in British politics. A Member of Parliament of the United Kingdom from 1997 to 2019, he held a range of ministerial offices, most recently serving as Chancellor of the Exchequer from 2016 to 2019. Prior to this, he served as Foreign Secretary from 2014 to 2016, as Defence Secretary from 2011 to 2014 and as Transport Secretary from 2010 to 2011. Lord Philip Hammond is an independent director and is a member of the Audit Committee. He is a British citizen.
Senior Management
Stefan Schellinger
Stefan Schellinger is CFO of Ardagh Metal Packaging S.A. Prior to his appointment in September 2024, Mr. Schellinger served as executive vice president, global CFO and a member of the board of directors of ContourGlobal plc from 2019 to 2023. Prior to ContourGlobal, he was group finance director and executive director of the diversified industrial company Essentra plc from 2015 until 2018, having joined the company as corporate development director and group management committee member in 2013. From 2005 to 2013 Mr. Schellinger spent eight years with Danaher Corporation, as corporate development director and as finance director–emerging markets in Danaher's Gilbarco Veeder Root business. Prior to this, he worked as vice president in investment banking at J.P. Morgan in London. He started his career in accountancy in Germany at Arthur Andersen. Mr. Schellinger received his MBA from the University of Chicago, Graduate School of Business and holds a degree in Finance and Accounting from the University of St. Gallen, Switzerland. He is a member of the Finance Committee and the Sustainability Committee. Mr. Schellinger is a dual British and German citizen.
B.Compensation
Director Compensation
We have established a compensation program for our non-executive directors. In 2024, the aggregate amount of our non-executive directors’ compensation was approximately $1.3 million, in the form of a cash retainer for the performance of duties as a director. The non-executive directors’ compensation program allows each non-executive director the opportunity to elect to receive Ordinary Shares in lieu of a portion of the annual cash retainer payable to the non-executive director under the program.
We also reimburse our non-executive directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including, without limitation, travel expenses in connection with their
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attendance in-person at board and committee meetings. Directors who are employees of the Company do not receive any compensation for their services as directors.
Key Management Compensation
The aggregate amount of compensation our key management (including directors) received from the Group for service as key management for the year ended December 31, 2024 was $6 million. In addition, subsidiaries of the Ardagh Group, which do not form part of the Group, incurred transaction-related and other compensation for key management during the year of $nil. An aggregate of approximately $0.3 million has been set aside or accrued for the year ended December 31, 2024 to provide pension, retirement or similar benefits to our key management (including directors). See note 27 to the audited consolidated financial statements included elsewhere in this Annual Report.
C.Board Practices
Controlled Company
Our Ordinary Shares are listed on the NYSE. Under the NYSE’s current listing standards, we qualify for and avail ourselves of certain of the controlled company exemptions under the NYSE Standards applicable to listed companies as described in the NYSE listed company manual (the “NYSE Listed Company Manual”). A controlled company is defined by the NYSE Standards pursuant to Section 303A of the NYSE Listed Company Manual as a listed company of which more than 50% of the voting power for the election of directors held by an individual, a group or another company. AGSA controls, directly or indirectly, a majority of the voting power of our issued and outstanding Ordinary Shares and we are therefore a controlled company.
As a controlled company, we are not required to comply with the following requirements:
| ● | a majority of the Board consist of independent directors; |
| ● | the nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; |
| ● | the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
| ● | there be an annual performance evaluation of the nominating and corporate governance and compensation committees. |
We currently avail ourselves of the exemption that allows our nominating and governance committee and compensation committee not to be composed entirely of independent directors, and there can be no assurance that we will not avail ourselves of other controlled company exemptions in the future.
Composition of Our Board
Our Board currently consists of 8 members. Our Board consists of such number of directors as the general meeting of shareholders may from time to time determine, provided that the Board is composed at all times of no fewer than three (3) directors and no more than fifteen (15) directors.
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Election of Directors
The holders of our Ordinary Shares have the right to elect the Board at a general meeting of shareholders by a simple majority of the votes validly cast. The existing directors have the right to appoint persons to fill vacancies, which persons may hold office until the following annual general meeting.
Board Powers and Functions
The Board has the power to take any action necessary or useful to realize the corporate objects of the Company, with the exception of the powers reserved by Luxembourg Law or by the Articles to the general meeting of shareholders. Directors must act with diligence and in good faith in performing their duties and in the corporate interest of the company. The expected behavior of a director is that of a normally prudent person, in a like position, having the benefit, when making such a decision, of the same knowledge and information as the directors having made the decision.
Board Meetings and Decisions
We expect that all of the resolutions of the Board will be adopted by a simple majority of votes cast in a meeting at which a quorum is present or represented by proxy. A member of the Board may authorize another member of the Board to represent him/her at the board meeting and to vote on his/her behalf at the meeting.
Our Board meets as often as it deems necessary to conduct the business of the Company. In 2024, there were five meetings of the Board with an attendance rate of 100%.
Experience of Directors
We believe that the composition of the Board, which includes a broad spread of nationalities, backgrounds and expertise, provides the breadth and depth of skills, knowledge and experience that are required to effectively lead an internationally diverse business with interests spanning three continents and nine individual countries.
We believe that our independent non-executive directors have broad-based international business expertise and have gained significant and relevant industry specific expertise over a number of years. The composition of the Board reflects the need to maintain a balance of skills, knowledge and experience, including in areas such as sustainability and information technology.
The independent non-executive directors use their broad-based skills, diverse range of business and financial experiences and international backgrounds in reviewing and assessing any opportunities or challenges facing the Company and play an important role in developing the Company’s strategy and scrutinizing the performance of management in meeting the Company’s goals and objectives.
We expect our board members collectively to have the experience, qualifications, attributes and skills to effectively oversee the management of the Company, including a high degree of personal and professional integrity, an ability to exercise sound business judgment on a broad range of issues, sufficient experience and background to have an appreciation of the issues facing the Company, a willingness to devote the necessary time to board duties, a commitment to representing the best interests of the Company and a dedication to enhancing shareholder value.
Service Contracts of Directors
There are no service contracts between us and any of our current non-executive directors providing for benefits upon termination of their service. For a discussion of compensation, including post-termination benefits, of employee
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directors, see “Item 6. Directors, Senior Management and Employees—B. Compensation—Key Management Compensation” above.
Committees of the Board
Our Board has five standing committees: an audit committee (“Audit Committee”), a compensation committee (“Compensation Committee”), a nominating and governance committee (“Nominating and Governance Committee”), a sustainability committee (“Sustainability Committee”) and a finance committee (“Finance Committee”). The members of each committee are appointed by the Board and serve until their successors are elected and qualified, unless they are earlier removed or they resign. Each of the committees report to the Board as it deems appropriate and as the Board may request. The composition, duties and responsibilities of the five standing committees are set forth below. In the future, our Board may establish other committees, as it deems appropriate, to assist it with its responsibilities.
Audit Committee
In 2024, five meetings of the Audit Committee were held, with an attendance rate of 100%. Our Audit Committee consists of Damien O’Brien, Abigail Blunt, Yves Elsen, Elizabeth Marcellino and The Rt. Hon. the Lord Hammond of Runnymede, with Damien O’Brien serving as the chair of the Audit Committee. In connection with Edward White’s retirement as a director of the Company in May 2024, he also resigned as chair of the Audit Committee. All of our Audit Committee members are independent directors, in accordance with the NYSE Standards and the SEC requirements.
Our Audit Committee, among other matters, oversees (1) our financial reporting, auditing and internal control activities; (2) the integrity and audits of our financial statements; (3) our compliance with legal and regulatory requirements; (4) the qualifications and independence of our independent auditors; (5) the performance of our internal audit function and independent auditors; and (6) our overall risk exposure and management. Duties of the Audit Committee include the following:
| ● | annually review and assess the adequacy of the Audit Committee charter and review the performance of the Audit Committee; |
| ● | be responsible for recommending the appointment, retention and termination of our independent auditors and determine the compensation of our independent auditors; |
| ● | review the plans and results of the audit engagement with the independent auditors; |
| ● | evaluate the qualifications, performance and independence of our independent auditors; |
| ● | have authority to approve in advance all audit and non-audit services by our independent auditors, the scope and terms thereof and the fees therefor; |
| ● | review the adequacy of our internal accounting controls; |
| ● | ensure the Company maintains a robust risk management function, including with respect to cybersecurity, information technology and information security risks and the related activities undertaken by the Company to monitor, control and mitigate such risks; and |
| ● | meet at least quarterly with our executive officers, internal audit staff and our independent auditors in separate executive sessions. |
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The Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties and to retain counsel for this purpose where appropriate. Each of the Audit Committee members meets the financial literacy requirements of the NYSE listing standards and the Board has determined that Damien O’Brien qualifies as an “audit committee financial expert,” as defined in the rules of the SEC. See “Item 16A. Audit Committee Financial Expert.” The designation does not impose on the Audit Committee Financial Expert any duties, obligations or liabilities that are greater than those generally imposed on members of our Audit Committee and our Board. Our Board has adopted a written charter for the Audit Committee, which is available on our corporate website at https://ir.ardaghmetalpackaging.com/corporate-governance. The contents of the website are not incorporated by reference into this Annual Report.
Compensation Committee
In 2024, eight meetings of the Compensation Committee were held, with an attendance rate of 100%. Our Compensation Committee consists of Herman Troskie, Paul Coulson and Damien O’Brien, with Herman Troskie serving as the chair of the Compensation Committee. As we are a controlled company as defined under NYSE Standards, see “—Controlled Company” above, our Compensation Committee is not required to be composed entirely of independent directors, although if such rules change in the future or we no longer meet the definition of a controlled company under the current rules, we will adjust the composition of the Compensation Committee accordingly in order to ensure compliance with such rules.
The Compensation Committee has the sole authority to retain, and terminate, any compensation consultant to assist in the evaluation of employee compensation and to approve the consultant’s fees and the other terms and conditions of the consultant’s retention. The Compensation Committee, among other matters:
| ● | at the request of our Board, reviews and makes recommendations to our Board relating to management succession planning; |
| ● | administers, reviews and makes recommendations to our Board regarding our compensation plans; |
| ● | reviews and approves our corporate goals and objectives with respect to compensation for executive officers and, evaluates each executive officer’s performance in light of such goals and objectives to set his or her annual compensation, including salary, bonus and equity and non-equity incentive compensation, subject to approval by our Board; and |
| ● | provides oversight of management’s decisions regarding the performance, evaluation and compensation of other officers. |
Our Board has adopted a written charter for the Compensation Committee, which is available on our corporate website at https://ir.ardaghmetalpackaging.com/corporate-governance. The contents of the website are not incorporated by reference into this Annual Report.
Nominating and Governance Committee
In 2024, five meetings of the Nominating and Governance Committee were held, with an attendance rate of 100%. Our Nominating and Governance Committee consists of Herman Troskie, Paul Coulson, Yves Elsen and Damien O’Brien, with Herman Troskie serving as the chair of the Nominating and Governance Committee. As we are a controlled company as defined under NYSE Standards, see “—Controlled Company” above, our Nominating and Governance Committee is not required to be composed entirely of independent directors, although if such rules change in the future or we no longer meet the definition of a controlled company under the current rules, we will adjust the composition of our Nominating and
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Governance Committee accordingly in order to ensure compliance with such rules. The Nominating and Governance Committee, among other matters:
| ● | selects and recommends to the Board nominees for election by the shareholders or appointment by the board; |
| ● | annually reviews with the Board the composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity of the board members; |
| ● | makes recommendations on the frequency and structure of board meetings and monitor the functioning of the committees of the board; |
| ● | develops and recommends to our Board a set of corporate governance guidelines applicable to us and periodically reviews such guidelines and recommends changes to our Board for approval as necessary; and |
| ● | oversees the annual self-evaluation of our Board. |
Our Board has adopted a written charter for the Nominating and Governance Committee, which is available on our corporate website at https://ir.ardaghmetalpackaging.com/corporate-governance. The contents of the website are not incorporated by reference into this Annual Report.
Sustainability Committee
Our Sustainability Committee consists of Oliver Graham, Abigail Blunt, Elizabeth Marcellino, Til Ruhnke and Stefan Schellinger, with Oliver Graham serving as the chair of the Sustainability Committee. David Bourne resigned from the Sustainability Committee in September 2024. In connection with John Sheehan’s resignation as a director of the Company in December 2024, he also resigned from the Sustainability Committee. The Sustainability Committee, among other matters:
| ● | assists the Board in fulfilling its oversight responsibility for the Company’s environmental and social sustainability objectives; |
| ● | makes recommendations to the Board relating to environmental and social sustainability matters; |
| ● | develops and oversees the implementation of a sustainability strategy; and |
| ● | advises the Board periodically with regard to current and emerging environmental and social sustainability developments. |
Our Board has adopted a written charter for the Sustainability Committee, which is available on our corporate website at https://ir.ardaghmetalpackaging.com/corporate-governance. The contents of the website are not incorporated by reference into this Annual Report.
Finance Committee
Our Finance Committee consists of Herman Troskie, Oliver Graham and Stefan Schellinger, with Herman Troskie serving as the chair of the Finance Committee. David Bourne resigned from the Finance Committee in September
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2024. In connection with John Sheehan’s resignation as a director of the Company in December 2024, he also resigned from the Finance Committee. The Finance Committee, among other matters,
| ● | reviews and monitors the capital structure, financial policies and treasury function of the Company and makes recommendations to the Board in relation thereto; and |
| ● | reviews and recommends to the Board whether to approve financing agreements or arrangements, including plans to issue, incur, amend, repurchase, redeem or repay, as applicable, indebtedness. |
Our Board has adopted a written charter for the Finance Committee, which is available on our corporate website at https://ir.ardaghmetalpackaging.com/corporate-governance. The contents of the website are not incorporated by reference into this Annual Report.
Corporate Governance Guidelines
Our Board has adopted corporate governance guidelines that serve as a framework within which our Board and its committees operate. These guidelines cover a number of areas including the composition of the board, board membership criteria and director qualifications, director responsibilities, board agenda, roles of the chair of the board and the chief executive officer, meetings of independent directors, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. Our Nominating and Governance Committee reviews our corporate governance guidelines periodically and, if necessary, recommends changes to our Board. Additionally, our Board has adopted independence standards as part of our corporate governance guidelines. A copy of our corporate governance guidelines is posted on our website at https://ir.ardaghmetalpackaging.com/corporate-governance. The contents of the website are not incorporated by reference into this Annual Report.
D.Employees
As of December 31, 2024, we had approximately 6,300 employees globally, of which approximately 3,500 were located in Europe, approximately 1,800 were located in the United States and approximately 1,000 employees were located in Brazil.
We strive to maintain a safe working environment for all of our employees, with safety in the workplace being a key objective, measured through individual accident reports, detailed follow-up programs and key performance indicator reporting. We believe that our safety record is among the best in the industry.
The majority of our employees are members of labor unions or are subject to centrally-negotiated collective agreements. We generally negotiate national contracts with our unions, with variations agreed at the local plant level. Most such labor contracts have a duration of one to two years. Our management believes that, overall, our current relations with our employees are good.
For the employees of our subsidiaries located in countries of the European Union we have established a European works council (“EWC”) in compliance with EU directives. The EWC acts as a communications conduit and consultative body between our EU subsidiaries and our employees. All the elected EWC country employee representatives meet at least once a year and senior management attends an annual EWC Forum meeting.
The EWC has the right to be notified of any special circumstances that would have a major impact on the interests of employees. In order to facilitate this process in an efficient and effective way, the EWC has elected a Select Committee which meets at least four times a year with a senior management delegation to discuss any matters which are of interest
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for the EWC. EWC delegates are elected for four-year terms on the basis of legal principles or practices in the relevant countries, while the allocation of EWC delegates between countries is governed by EU directives.
E. |
Share Ownership |
Included in Item 7.A.
Item 7. Major Shareholders and Related Party Transactions
A. |
Major shareholders |
Each shareholder is entitled to one vote per Ordinary Share.
The following table shows the beneficial ownership of our outstanding Ordinary Shares as of the approval date of the financial statements included elsewhere in this Annual Report by:
| ● | each person known by the Company to beneficially own more than 5% of our outstanding Ordinary Shares; |
| ● | each executive officer or director of the Company; and |
| ● | all of the executive officers and directors of the Company as a group. |
Ordinary Shares Beneficially Owned |
||||
Name of Beneficial Owner |
|
Number of Shares |
|
% |
Ardagh Group S.A. (1) |
|
454,375,314 |
76.021% |
|
Our directors and key management |
|
|||
Herman Troskie |
* |
* |
||
Oliver Graham |
* |
* |
||
Paul Coulson (1) |
125,000 |
* |
||
Abigail Blunt |
* |
* |
||
Yves Elsen |
* |
* |
||
Elizabeth Marcellino |
* |
* |
||
Damien O'Brien |
* |
* |
||
The Rt. Hon. the Lord Hammond of Runnymede |
* |
* |
||
Stefan Schellinger |
* |
* |
||
All directors and key management as a group |
* |
* |
||
(1) ARD Holdings S.A., which indirectly through its subsidiaries controls Ardagh Group S.A., may be deemed to be the ultimate beneficial owner of the Ordinary Shares indirectly held by Ardagh Group S.A. through its wholly owned subsidiary Ardagh Investments Sarl. As of December 31, 2024, ARD Holdings S.A. had approximately 436 record shareholders and a board of directors consisting of four directors. Paul Coulson controls ARD Holdings S.A. as a result of his 18.83% stake in ARD Holdings S.A. and his 52.44% stake in Yeoman Capital S.A., which in turn owns 33.88% of the equity interests in ARD Holdings S.A. Other than the Ordinary Shares reflected in the table above, Mr. Coulson has no direct ownership in Ordinary Shares of AMPSA. However, based upon the definition of “beneficial owner” under U.S. securities laws, he may be deemed to have shared beneficial ownership of the Ordinary Shares held by Ardagh Investments Sarl by virtue of his control of ARD Holdings S.A. and Ardagh Group S.A..
* |
Represents beneficial ownership of less than one percent or no shares. |
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The following table shows the beneficial ownership of our outstanding Preferred Shares as of the approval date of the financial statements included elsewhere in this Annual Report:
Preferred Shares Beneficially Owned |
||||
Name of Beneficial Owner |
|
Preferred Shares |
|
% |
Ardagh Group S.A. (1) |
|
100.00% |
||
(1) Indirectly held by Ardagh Group S.A. through its wholly owned subsidiary Ardagh Investments Sarl.
As of December 31, 2024, the registrar and transfer agent for the Company reported that 597,699,586 of Ordinary Shares were held by 43 record holders in the United States.
The Company is controlled by AGSA. As of December 31, 2024, AGSA has 31 record shareholders and a board of directors consisting of 9 directors. The ultimate parent company of AGSA is ARD Holdings S.A..
B. |
Related Party Transactions |
Relationship with our parent company
At December 31, 2024, approximately 76% of our Ordinary Shares are indirectly owned by AGSA, our parent company, through its wholly owned subsidiary, Ardagh Investments Sarl. AGSA continues to exercise control over the composition of our Board and any other action requiring the approval of our shareholders.
Business Combination Agreement
On February 22, 2021, GHV, AMPSA, AGSA and MergeCo entered into the Business Combination Agreement pursuant to which the Business Combination was consummated and, following the Merger of GHV with and into MergeCo, GHV became a direct wholly owned subsidiary of AMPSA.
In connection with the consummation of the Business Combination, AGSA (i) retained an approximate 81.85% interest in AMPSA, (ii) received aggregate cash consideration of $2,315,000,000, paid upon the consummation of the AMP Transfer in cash and in equivalent U.S. dollars or euros (or a combination thereof) and $996,927,301.74, paid in cash at the closing of the Merger, and (iii) has the right to receive, during the five-year period commencing 180 days after the closing of the Merger, up to 60,730,000 additional Ordinary Shares in five equal installments if the price of Ordinary Shares maintains for a certain period of time a volume weighted average price greater than or equal to $13.00, $15.00, $16.50, $18.00 and $19.50, as applicable.
The Business Combination Agreement contains customary representations and warranties, covenants, closing conditions, termination provisions and other terms relating to the transactions contemplated thereby.
Transfer Agreement
On February 22, 2021, AGSA and AMPSA entered into a Transfer Agreement, pursuant to which AGSA agreed to effect the AMP Transfer through a series of transactions that resulted in, among other things, AMPSA owning the AMP Business prior to April 1, 2021. The AMP Transfer was consummated on April 1, 2021.
The Transfer Agreement requires AMPSA to indemnify AGSA and its affiliates for losses arising from AMPSA’s business (including employee liabilities) and requires AGSA to indemnify AMPSA for losses arising from Ardagh Group’s
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business (including employee liabilities). In addition, the Transfer Agreement contains non-competition and employee non-solicitation obligations of both AMPSA and AGSA. For a period commencing at April 1, 2021 and ending on the earlier of (i) April 1, 2026 or (ii) the date on which AGSA no longer is the beneficial owner of more than 50% of the voting stock of AMPSA, AGSA and its subsidiaries (excluding any AMP Entity) will not engage in AMPSA’s business as conducted on the date of the Transfer Agreement with the exception of services provided under the Services Agreement, and AMPSA and its subsidiaries will not engage in Ardagh Group’s businesses as conducted on the date of the Transfer Agreement with the exception of services provided under the Services Agreement.
Services Agreement
In connection with the AMP Transfer, AGSA and AMPSA entered into a Services Agreement, pursuant to which AGSA, either directly or indirectly through its affiliates, provides certain corporate and business-unit services to AMPSA and its subsidiaries, and AMPSA, either directly or indirectly through its affiliates, provides certain corporate and business-unit services to AGSA and its affiliates (other than the AMP Entities). The services provided pursuant to the Services Agreement include typical corporate functional support areas in order to complement the activities in areas which exist within the AMPSA Group (as defined in the Services Agreement). For each calendar year from 2021 through 2024, as consideration for the corporate services provided by AGSA to AMPSA, AMPSA has provided corporate services to AGSA and has incurred an expense from AGSA of $33 million for the calendar year 2021 (prorated to reflect the timing of the completion of the AMP Transfer), $38 million for calendar year 2022 and $39 million for calendar years 2023 and 2024. The fees for services pursuant to the Services Agreement are subject to adjustment for third party costs and variations for certain volume-based services. As of December 31, 2024, the Services Agreement automatically renewed for an additional one-year term, with the fees for the services provided computed based on the fully allocated cost of such services. The Services Agreement will renew automatically on an annual basis until terminated. All or any part of the Services Agreement may be terminated by either party providing nine months prior written notice to the other party, or by mutual consent of both parties in writing at any time.
Shareholders Agreement
In connection with the completion of the Merger, AGSA and AMPSA entered into the Shareholders Agreement, pursuant to which, among other things, AGSA has the right to nominate nine directors, including the chair, to AMPSA’s Board, of whom at least three shall satisfy the independence requirements of NYSE. Two independent directors were appointed upon proposal for nomination by the GHV Sponsor as Class I directors pursuant to the terms of the Business Combination Agreement. In addition, for so long as AGSA holds at least 20% of the outstanding Ordinary Shares, AGSA will also have the right to: (A) nominate a number of directors to AMPSA’s Board at least proportional to the number of outstanding Ordinary Shares owned by AGSA; (B) designate the chairperson of the Board of AMPSA (who need not be a nominee of AGSA); and (C) appoint a number of representatives to each committee of the Board of AMPSA that is at least proportional to the number of outstanding Ordinary Shares owned by AGSA. In addition, for so long as AGSA holds at least 40% of the outstanding Ordinary Shares, the following actions may not be taken (or agreed to be taken) by AMPSA without the prior written consent of AGSA: (a) the sale of greater than 40% of the assets or voting securities of AMPSA (with certain exceptions); (b) voluntary liquidation or dissolution of AMPSA; (c) any amendment of AMPSA’s Articles that materially and adversely affects AGSA in its capacity as a shareholder; (d) relocation of AMPSA’s corporate headquarters; (e) change to AMPSA’s corporate name; or (f) any corporate action that would materially adversely affect any of the foregoing approval rights.
Subscription Agreements
In connection with the execution of the Business Combination Agreement, AMPSA and GHV entered into the Subscription Agreements with the Subscribers, pursuant to which the Subscribers agreed to subscribe for, and AMPSA agreed to issue to the Subscribers, an aggregate of 69,500,000 Ordinary Shares, for a purchase price of $10.00 per share, for an aggregate cash amount of $695,000,000 (the “PIPE Shares”).
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The issuance of the PIPE Shares pursuant to the Subscription Agreements was also contingent upon, among other customary closing conditions, the substantially concurrent consummation of the Merger, which occurred on August 4, 2021.
Pursuant to the Subscription Agreements, AMPSA filed on August 12, 2021 with the SEC (at AMPSA’s sole cost and expense) a registration statement registering the resale of the PIPE Shares, which was declared effective by the SEC on August 23, 2021 and subsequently amended by a post-effective amendment No. 1, filed on March 4, 2022 and declared effective by the SEC on March 11, 2022, and a post-effective amendment No. 2 on Form F-3, filed on August 8, 2022 and declared effective by the SEC on August 11, 2022.
Pursuant to the Subscription Agreement entered into by the GHV Sponsor (and joinders thereto entered into by certain investors), certain investors acquired 12,000,000 Ordinary Shares.
Registration Rights and Lock-Up Agreement
In connection with the closing of the Merger, AMPSA, AGSA, GHV Sponsor, Gores Pipe, LLC and GHV’s independent directors (such directors, together with GHV Sponsor and Gores Pipe, LLC, the “Initial Stockholders”) entered into the Registration Rights and Lock-Up Agreement, which provides customary demand and piggyback registration rights. Pursuant to the Registration Rights and Lock-Up Agreement, AMPSA agreed that, as soon as practicable, and in any event within 30 days after the closing of the Merger, which occurred on August 4, 2021, it would file with the SEC (at AMPSA’s sole cost and expense) a registration statement registering the resale of any outstanding Ordinary Shares or any other equity security held by a party to the Registration Rights and Lock-Up Agreement and any other equity security of AMPSA issued or issuable with respect to any such Share by way of a dividend or stock split in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise, and AMPSA will use its reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof, but no later than the 60th day (or the 90th day if the registration statement is reviewed by, and received comments from, the SEC) following the filing deadline. Such registration statement was declared effective by the SEC on August 23, 2021 and subsequently amended by a post-effective amendment No. 1, filed on March 4, 2022 and declared effective by the SEC on March 11, 2022, and a post-effective amendment No. 2 on Form F-3, filed on August 8, 2022 and declared effective by the SEC on August 11, 2022.
Subject to certain exemptions, including in connection with certain exchanges involving AGSA shareholders, AGSA was not permitted to transfer any Ordinary Shares beneficially owned or owned of record by it and the Initial Stockholders were not permitted to transfer Ordinary Shares or Warrants beneficially owned or owned of record by such Initial Stockholder during certain lock-up periods, which have expired.
Warrant Assignment, Assumption and Amendment Agreement
In connection with the closing of the Merger, AMPSA entered into a warrant assignment, assumption and amendment agreement with GHV, Computershare Inc. and Computershare Trust Company, N.A., to assume GHV’s obligations under the existing Warrant Agreement, dated August 10, 2020 with respect to the Warrants.
Other Related Party Transactions
For additional information, see note 27 to the audited consolidated financial statements included elsewhere in this Annual Report.
There have been no material related party transactions in the period since the date of approval of the audited consolidated financial statements included elsewhere in this Annual Report.
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C. |
Interests of experts and counsel |
Not Applicable
Item 8. Financial Information
A. |
Consolidated Statements and Other Financial Information |
See Item 18. of this Annual Report for audited consolidated financial statements.
Legal or arbitration proceedings
We become involved from time to time in various claims and lawsuits arising in the ordinary course of business, including, but not limited to, employee claims, disputes with our customers and suppliers, environmental liability claims and intellectual property disputes.
We believe that none of these proceedings, either individually or in aggregate, are expected to have a material adverse effect on our business, financial condition, results of operations, cash flows or prospects.
Dividend Policy
For the year ended December 31, 2024, we paid the following dividends per Ordinary Share:
| ● | an interim dividend of $0.10 per Ordinary Share that was approved by the Board on February 20, 2024, which was paid on March 27, 2024 to shareholders of record on March 13, 2024; |
| ● | an interim dividend of $0.10 per Ordinary Share that was approved by the Board on April 23, 2024, which was also paid on June 26, 2024 to shareholders of record on June 12, 2024; |
| ● | an interim dividend of $0.10 per Ordinary Share that was approved by the Board on July 23, 2024, which was paid on September 26, 2024 to shareholders of record on September 12, 2024; and |
| ● | an interim dividend of $0.10 per Ordinary Share that was approved by the Board on October 22, 2024, which was paid on December 19, 2024, to shareholders of record on December 5, 2024. |
Decisions in relation to our dividend policy are determined by our Board, however we intend to continue to pay a regular quarterly dividend of $0.10 per Ordinary Share, which would equate to a full year dividend of $0.40 per Ordinary Share.
In July 2022, we issued 56,306,306 Preferred Shares. AGSA indirectly owns 100% of our Preferred Shares. Each Preferred Share is entitled to an annual preferred dividend per financial year of the Company amounting to 9% of its nominal value computed on the basis of a 360-day year comprised of twelve 30-day months (the “Annual Preferred Share Dividend”). The first pro rata Annual Preferred Share Dividend shall be calculated from the date of issuance of a Preferred Share (with the month of issuance being computed as a full month) until the end of the financial year of the date of issue, and all the subsequent Annual Preferred Share Dividend will be calculated per financial year of the Company. No distributions may be made to the holders of Ordinary Shares during a financial year if there is any Delta or New Delta (each as defined in our Articles), or unless all the Preferred Shares are redeemed, as described in our Articles. The payment of dividends on the Preferred Shares is at the discretion of our Board. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Shares— If we do not pay dividends on our Ordinary Shares, you may not receive any return on
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investment unless you sell your shares for a price greater than that which you are deemed to have paid for it” and Exhibit 2.7 “Description of Securities Registered pursuant to Section 12 of the Exchange Act.”
For the year ended December 31, 2024, we paid the following dividends on the Preferred Shares:
| ● | an interim dividend on the annual 9% dividend of the Preferred Shares that was approved by the Board on February 20, 2024, which was paid on March 27, 2024; and |
| ● | an interim dividend on the annual 9% dividend of the Preferred Shares that was approved by the Board on April 23, 2024, which was paid on June 26, 2024; and |
| ● | an interim dividend on the annual 9% dividend of the Preferred Shares that was approved by the Board on July 23, 2024, which was paid on September 26, 2024; and |
| ● | an interim dividend on the annual 9% dividend of the Preferred Shares that was approved by the Board on October 22, 2024, which was paid on December 19, 2024. |
Decisions in relation to future dividend policy will be determined by our Board.
B. |
Significant Changes |
There have been no significant changes since the approval date of the audited consolidated financial statements included elsewhere in this Annual Report.
Item 9. The Offer and Listing
A. |
Offer and listing details |
Our Ordinary Shares are listed on the NYSE under the symbol “AMBP.” Our Warrants are listed on the NYSE under the symbol “AMBP.WS.”
B. |
Plan of distribution |
Not applicable
C. |
Markets |
Our Ordinary Shares are listed on the NYSE under the symbol “AMBP.” Our Warrants are listed on the NYSE under the symbol “AMBP.WS.
D. |
Selling shareholders |
Not applicable
E. |
Dilution |
Not applicable
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F. |
Expenses of the issue |
Not applicable
Item 10. Additional Information
A. |
Share Capital |
Not Applicable
B. |
Memorandum and articles of association |
The information set forth in Exhibit 2.7 “Description of Securities Registered pursuant to Section 12 of the Exchange Act” is incorporated herein by reference.
C. |
Material contracts |
For more information concerning our material contracts, see “Item 7. Major Shareholders and Related Party Transactions.”
D. |
Exchange controls |
There are no legislative or other legal provisions currently in force in Luxembourg or arising under our Articles that restrict the export or import of capital, including the availability of cash, cash equivalents and restricted cash for use by our affiliated companies, or that restrict the payment of dividends to holders of our Ordinary Shares not resident in Luxembourg, except for regulations restricting the remittance of dividends and other payments in compliance with United Nations and EU sanctions. There are no limitations, either under Luxembourg Law or in the Articles, on the right of non-Luxembourg nationals to hold or vote the Ordinary Shares.
E.Taxation
Material U.S. Federal Income Tax Considerations
The following summary is a discussion of material U.S. federal income tax considerations relevant to the acquisition, ownership and disposition of our Ordinary Shares and Warrants (collectively, the “AMPSA Securities”) by U.S. Holders (as defined below). This discussion deals only with U.S. Holders who hold AMPSA Securities as capital assets (generally, property held for investment) for U.S. federal income tax purposes. Furthermore, this discussion assumes that U.S. Holders are qualified “residents of a Contracting State” as defined in Article 4 of the U.S.—Luxembourg Income Tax Treaty. This discussion is based on the tax laws of the United States, including the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, and administrative and judicial decisions thereof, in each case as in effect on the date hereof. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below. There can be no assurance that the United States Internal Revenue Service (the “IRS”) or U.S. courts will agree with the tax consequences described in this discussion.
This discussion does not cover all aspects of U.S. federal income taxation that may be relevant to an investor in light of such investor’s particular circumstances, including the potential application of the Medicare contribution tax on net investment income or alternative minimum taxes, any U.S. federal tax consequences other than U.S. federal income tax consequences (such as U.S. federal gift or estate tax consequences), or the U.S. federal income tax consequences to investors subject to special treatment (such as banks or other financial institutions; insurance companies; tax-exempt entities; regulated investment companies; real estate investment trusts; investors liable for alternative minimum taxes; U.S.
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expatriates; dealers in securities or currencies; traders in securities who elect to apply a mark-to-market method of accounting; any entity or arrangement classified as a partnership for U.S. federal income tax purposes or investors therein; persons that directly, indirectly or constructively own 10% or more of the Company’s equity interests; investors that will hold AMPSA Securities as part of straddles, hedging transactions or conversion transactions for U.S. federal income tax purposes; or U.S. Holders whose functional currency is not the U.S. dollar).
No ruling has been or will be requested from the IRS regarding any matter affecting us or our shareholders. The statements made herein may be challenged by the IRS and, if so challenged, may not be sustained upon review in a court.
As used herein, a “U.S. Holder” is a beneficial owner of AMPSA Securities that is for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or any other entity taxable as a corporation for U.S. federal income tax purposes) created in or organized under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or (iv) a trust, if (a) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons control all substantial decisions of the trust or (b) a valid election is in place to treat the trust as a domestic trust for U.S. federal income tax purposes.
If any entity or arrangement classified as a partnership for U.S. federal income tax purposes invests in AMPSA Securities, the U.S. tax treatment of a partner in the partnership will depend on the status of the partner and the activities of the partnership. Investors that are partnerships or partners in partnerships should consult their tax advisors concerning the U.S. federal income tax consequences of the acquisition, ownership and disposition of AMPSA Securities.
THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW IS FOR GENERAL INFORMATION ONLY. ALL INVESTORS SHOULD CONSULT THEIR TAX ADVISORS CONCERNING THE TAX CONSEQUENCES OF ACQUIRING, OWNING AND DISPOSING AMPSA SECURITIES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICABILITY AND EFFECT OF OTHER FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.
Distributions
In the event we make distributions (and subject to the discussion under “Passive Foreign Investment Company & Surrogate Foreign Corporation Status” below), distributions made on our Ordinary Shares (without reduction for any Luxembourg taxes withheld) generally will be included in a U.S. Holder’s gross income as ordinary income from foreign sources to the extent such distributions are paid out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes), in the taxable year in which the distribution is actually or constructively received. Generally, distributions in excess of our current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the U.S. Holder’s adjusted tax basis in our Ordinary Shares, and thereafter as capital gain from the disposition of our Ordinary Shares.
Subject to certain holding period requirements and other conditions, dividends paid to individuals and other non-corporate U.S. Holders of our Ordinary Shares may be eligible for the special reduced rate normally applicable to long term capital gains if the dividends are “qualified dividends” for U.S. federal income tax purposes. Dividends received with respect to our Ordinary Shares may be qualified dividends if (a) our Ordinary Shares are readily tradable on the NYSE, or (b) the Company is eligible for the benefits of a comprehensive income tax treaty with the United States that the IRS has approved for purposes of the qualified dividend rules, and certain other requirements are met. Notwithstanding the foregoing, dividends received with respect to our Ordinary Shares will not be qualified dividends if (i) the Company was a passive foreign investment company (“PFIC”) under Code section 1297(a) during the year in which the dividend is paid or the prior taxable year or (ii) the Company becomes a “surrogate foreign corporation” under Code section 7874(a)(2)(B) (other than a surrogate foreign corporation treated as a domestic corporation). Accordingly, provided that we are not and
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do not become a PFIC or a “surrogate foreign corporation,” dividends on our Ordinary Shares will be qualified dividends so long as our Ordinary Shares are listed on NYSE. U.S. Holders should consult their tax advisors regarding the availability of the preferential rate on dividends to their particular circumstances. Distributions received on our Ordinary Shares will not be eligible for the dividends received deduction allowed to corporations.
Any dividends the Company pays to U.S. Holders generally will constitute non-U.S. source “passive category” income for U.S. foreign tax credit limitation purposes. Subject to certain limitations (including those introduced by Treasury regulations that apply to foreign income taxes paid or accrued in taxable years beginning on or after December 28, 2021), any Luxembourg tax withheld with respect to distributions made on our Ordinary Shares may be treated as foreign taxes eligible for credit against a U.S. Holder’s U.S. federal income tax liability. Alternatively, a U.S. Holder may, subject to applicable limitations, elect to deduct the otherwise creditable Luxembourg withholding taxes for U.S. federal income tax purposes. The rules governing the foreign tax credit are complex and involve the application of rules that depend upon a U.S. Holder’s particular circumstances. Accordingly, a U.S. Holder is urged to consult its tax advisor regarding the availability of the foreign tax credit under its particular circumstances.
Sale, Exchange or Other Taxable Disposition
Subject to the discussion under “—Passive Foreign Investment Company & Surrogate Foreign Corporation Status” below, a U.S. Holder generally will recognize capital gain or loss on the sale, exchange or other taxable disposition of the AMPSA Securities in an amount equal to the difference, if any, between the U.S. dollar value of the amount realized on such sale, exchange or other taxable disposition and its adjusted tax basis in the AMPSA Securities. The adjusted tax basis in AMPSA Securities generally will be equal to the cost of such AMPSA Securities. The capital gain or loss will generally be long-term capital gain or loss if a U.S. Holder has held its AMPSA Securities for more than one year at the time of disposition. In the case of non-corporate U.S. Holders, long-term capital gain generally is subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to significant limitations. Gain or loss, if any, that a U.S. Holder realizes upon a sale, exchange or other taxable disposition of the AMPSA Securities generally will be treated as having a U.S. source for U.S. foreign tax credit limitation purposes.
Exercise or Lapse of Our Warrants
Subject to the PFIC rules discussed below in “—Passive Foreign Investment Company & Surrogate Foreign Corporation Status” and except as discussed below with respect to the cashless exercise of our Warrants, a U.S. Holder generally will not recognize gain or loss upon the exercise of our Warrants for cash. A U.S. Holder’s tax basis in our Ordinary Shares received upon exercise of our Warrants generally should be an amount equal to the sum of (i) the U.S. Holder’s tax basis in our Warrants exchanged therefor and (ii) the exercise price. The U.S. Holder’s holding period for Ordinary Shares received upon exercise of our Warrants will begin on the date following the date of exercise (or possibly the date of exercise) of our Warrants and will not include the period during which the U.S. Holder held our Warrants. If our Warrants are allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in such lapsed Warrants.
The tax consequences of a cashless exercise of our Warrants are not clear under current U.S. federal income tax law. A cashless exercise may be tax-deferred, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either tax-deferred situation, a U.S. holder’s basis in our Ordinary Shares received would equal the holder’s basis in the Warrants exercised therefor. If the cashless exercise were treated as not being a realization event, it is unclear whether a U.S. Holder’s holding period for our Ordinary Shares would be treated as commencing on the date of exercise of the Warrants or the day following the date of exercise of the Warrants. If the cashless exercise were treated as a recapitalization, the holding period of our Ordinary Shares would include the holding period of the Warrants exercised therefore.
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It is also possible that a cashless exercise of our Warrants could be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder would recognize gain or loss with respect to the portion of the exercised Warrants treated as surrendered to pay the exercise price of our Warrants (the “Surrendered Warrants”). The U.S. Holder would recognize capital gain or loss with respect to the Surrendered Warrants in an amount generally equal to the difference between (i) the fair market value of our Warrants deemed surrendered and (ii) the U.S. Holder’s tax basis in the Surrendered Warrants. In this case, a U.S. Holder’s tax basis in our Ordinary Shares received would equal the U.S. Holder’s tax basis in our Warrants exercised (meaning, the Warrants disposed of by the U.S. Holder in the cashless exercise, other than the Surrendered Warrants) and the exercise price of such Warrants. It is unclear whether a U.S. Holder’s holding period for our Ordinary Shares would commence on the date of exercise of the Warrants or the day following the date of exercise of the Warrants.
Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise of Warrants, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise of our Warrants.
Possible Constructive Distributions
The terms of our Warrants provide for an adjustment to the number of our Ordinary Shares for which our Warrants may be exercised or to the exercise price of our Warrants in certain events. An adjustment which has the effect of preventing dilution generally is not taxable. A U.S. Holder of our Warrants would, however, be treated as receiving a constructive distribution from us if, for example, the adjustment increases the holder’s proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of our Ordinary Shares that would be obtained upon exercise of such Warrant) as a result of a distribution of cash to the holders of our Ordinary Shares which is taxable to the U.S. Holders of such shares as described under “—Distributions” above. Such constructive distribution would be subject to tax as described under that section in the same manner as if the U.S. Holder of such Warrant received a cash distribution from us equal to the fair market value of such increased interest.
Passive Foreign Investment Company & Surrogate Foreign Corporation Status
The Company believes it was not a PFIC for U.S. federal income tax purposes in the 2024 taxable year and based on the nature of the Company’s business, the projected composition of the Company’s income and the projected composition and estimated fair market values of the Company’s assets, the Company does not expect to be a PFIC for U.S. federal income tax purposes in 2025 or in the foreseeable future. However, the determination of whether the Company is a PFIC is made annually, after the close of the relevant taxable year. Therefore, it is possible that the Company could be classified as a PFIC depending on, among other things, changes in the nature of the Company’s business, composition of its assets or income, as well as changes in its market capitalization. Accordingly, no assurance can be given that the Company will not be a PFIC in any given taxable year.
A non-U.S. corporation generally will be a PFIC for U.S. federal tax purposes in any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable look-through rules, either:
| (i) | at least 75% of its gross income is “passive income;” or |
| (ii) | at least 50% of the average quarterly value of its gross assets (which may be determined in part by the market value of our Ordinary Shares, which is subject to change) is attributable to assets that produce “passive income” or are held for the production of “passive income.” |
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Passive income for this purpose generally includes but is not limited to dividends, interest, royalties, rents and certain gains from commodities (other than commodities sold in an active trade or business) and securities transactions.
If the Company were to be treated as a PFIC in any taxable year, in addition to certain form filing requirements, U.S. Holders of the AMPSA Securities generally would be subject to additional taxes (including taxation at ordinary income rates and an interest charge) under the PFIC excess distribution rule on any “excess distributions” received from the Company and on any gain realized from a sale or other disposition of such AMPSA Securities, regardless of whether the Company continues to be a PFIC in the year such distribution is received or gain is realized. A U.S. Holder would be treated as receiving an excess distribution in a taxable year to the extent that distributions on the shares during that year exceed 125% of the average amount of distributions received during the three preceding taxable years (or, if shorter, the U.S. Holder’s holding period in the shares). Gain on the disposition of the AMPSA Securities will be subject to taxation in the same manner as an excess distribution (including taxation at ordinary income rates), described immediately above.
If, contrary to current expectations, the Company was a PFIC for U.S. federal income tax purposes, certain elections (such as a mark-to-market election) may be available to U.S. Holders with respect to the shares that may mitigate some of the adverse tax consequences resulting from PFIC treatment.
The Company believes it was not a surrogate foreign corporation for U.S. federal income tax purposes in the 2024 taxable year and furthermore the Company does not expect to be a surrogate foreign corporation for U.S. federal income tax purposes in 2025 or in the foreseeable future. However, the determination of whether the Company is a surrogate foreign corporation is made on a real-time basis. Accordingly, no assurance can be given that the Company will not be a surrogate foreign corporation in any given taxable year.
A non-U.S. corporation generally will be a surrogate foreign corporation for U.S. federal income tax purposes following a transaction under which:
| (i) | it acquires (after March 4, 2003) substantially all of the properties held by a U.S. corporation; |
| (ii) | after the acquisition, the U.S. corporation’s former shareholders own at least 60 percent of the stock (by vote or value) of the foreign acquiring corporation; and |
| (iii) | the expanded affiliated group that includes the foreign acquiring corporation does not have substantial business activities in the country where the foreign acquiring corporation is organized or created compared to the total business activities of the expanded affiliated group. |
U.S. Holders should consult their tax advisors concerning the Company’s possible PFIC and/or surrogate foreign corporation status and the consequences to them if the Company were a PFIC and/or surrogate foreign corporation for any taxable year.
Information Reporting and Backup Withholding
In general, payments of dividends and proceeds from the sale or other disposition, with respect to the AMPSA Securities held by a U.S. Holder may be required to be reported to the IRS unless the U.S. Holder is an exempt recipient and, when required, demonstrates this fact. In addition, a U.S. Holder that is not an exempt recipient may be subject to backup withholding (currently at a rate of 24%) unless it provides a taxpayer identification number and otherwise complies with applicable certification requirements. U.S. Holders who are required to establish their exempt status generally must provide an IRS Form W-9 (Request for Taxpayer Identification Number and Certification) or applicable substitute form.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability and may entitle a U.S. Holder to a refund, provided that the appropriate
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information is timely furnished to the IRS. U.S. Holders should consult with their tax advisors regarding the application of the U.S. information reporting and backup withholding regime.
Foreign Financial Asset Reporting
Certain non-corporate U.S. Holders are required to report information with respect to investments in AMPSA Securities not held through an account with certain financial institutions. U.S. Holders that fail to report required information could become subject to substantial penalties. Potential investors are encouraged to consult with their tax advisors about these and any other reporting obligations arising from their investment in AMPSA Securities.
Material Luxembourg Tax Considerations
The following is a general description of certain Luxembourg tax considerations relating to AMPSA and the holders of Ordinary Shares or Warrants. It does not purport to be a complete analysis of all tax considerations in relation to the Ordinary Shares or Warrants. Prospective purchasers should consult their own tax advisors as to which countries’ tax laws could be relevant to acquiring, holding and disposing of the securities and the consequences of such actions under the tax laws of those countries. This overview is based upon the law as in effect on the date of this document and is subject to any change in law that may take effect after such date, even with retroactive effect.
The comments below are intended as a basic overview of certain tax consequences in relation to AMPSA and the purchase, ownership and disposition of Ordinary Shares or Warrants under Luxembourg Law. Tax matters are complex, and the tax consequences of the offering to a particular holder of Ordinary Shares or Warrants will depend in part on such holder’s circumstances. Accordingly, a holder is urged to consult his or her own tax advisor for a full understanding of the tax consequences of the offering to him or her, including the applicability and effect of Luxembourg tax laws.
The summary in this Luxembourg taxation paragraph does not address the Luxembourg tax consequences for a holder of Ordinary Shares or Warrants who:
| (i) | is an investor as defined in a specific law (such as the law on family wealth management companies of May 11, 2007, as amended, the law on undertakings for collective investment of December 17, 2010, as amended, the law on specialized investment funds of February 13, 2007, as amended, the law on reserved alternative investment funds of July 23, 2016, as amended, the law on securitization of March 22, 2004, as amended, the law on venture capital vehicles of June 15, 2004, as amended and the law on pension saving companies and associations of July 13, 2005, as amended; |
| (ii) | is a Luxembourg resident individual; |
| (iii) | is, in whole or in part, exempt from tax; or |
| (iv) | acquires, owns or disposes of Ordinary Shares or Warrants in connection with a membership of a management board, a supervisory board, an employment relationship, a deemed employment relationship or management role. |
Where in this summary English terms and expressions are used to refer to Luxembourg tax concepts, the meaning to be attributed to such terms and expressions shall be the meaning to be attributed to the equivalent Luxembourg concepts under Luxembourg Law.
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Taxation of AMPSA
AMPSA is subject to Luxembourg tax on its worldwide profits, subject to the provisions of applicable tax treaties, at the current combined ordinary rate of 23.87% for Luxembourg City, including the 16% corporate income tax, a 6.75% municipal business tax and a solidarity surcharge (together the “Income Tax”).
In principle, dividends and capital gains realized by AMPSA are subject to Income Tax in Luxembourg. However, provided the conditions of the Luxembourg participation exemption regime are met, dividends and capital gains realized by AMPSA upon the disposal of shares are not taxable in Luxembourg. Capital gains realized in relation to a participation qualifying for the Luxembourg participation exemption may, however, be taxable up to the amount of expenses or value adjustments in recapture, i.e. expenses economically connected to an exempt participation, which have been deducted from the tax base of the Luxembourg company. Certain general, as well as specific, anti-abuse provisions may apply.
Luxembourg net wealth tax (“NWT”) will be due annually by AMPSA at the rate of 0.5% on its total net asset value below or equal to €500 million. The tranche above €500 million will be taxed at a rate of 0.05%.
Shareholdings qualifying for the Luxembourg participation exemption regime are excluded from the NWT basis provided that, the relevant entity holds a direct shareholding in a qualifying subsidiary representing at least 10% of the qualifying subsidiary’s share capital or having an acquisition cost (including both share capital and share premium) of at least €1.2 million; there is no minimum holding period requirement.
AMPSA will be subject to a progressive minimum NWT charge ranging between €535 and €4,815 and which will depend solely on the total commercial balance sheet of the entity.
Withholding taxation
Any dividends distributed by AMPSA will in principle be subject to a 15% withholding tax unless an exemption or a treaty reduction applies.
The concept “dividends distributed by AMPSA” as used in this Luxembourg taxation paragraph includes, but is not limited to, distributions in cash or in kind, proceeds paid by AMPSA upon a redemption or repurchase of Ordinary Shares and repayments of capital.
Luxembourg taxation of the holders
Luxembourg tax residence of the holders
Holders will not be deemed to be resident, domiciled or carrying on business in Luxembourg for income tax purposes solely by reason of holding, execution, performance, delivery, exchange and/or enforcement of the Ordinary Shares or Warrants.
Taxation of Luxembourg non-residents
Holders who are non-residents of Luxembourg and who do not have a permanent establishment, a permanent representative, or a fixed place of business in Luxembourg with which the holding of the Ordinary Shares or Warrants is connected, are not liable to any Luxembourg income tax (other than a tax potentially levied by way of withholding at source), whether they receive payments upon redemption or repurchase of all Ordinary Shares or Warrants, or realize capital gains on the sale of any Ordinary Shares or Warrants, unless they sell a participation of more than 10% in the capital of AMPSA within 6 months of its acquisition or they have been a resident of Luxembourg for tax purposes for at
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least 15 years and have become a non-resident within the five years preceding the realization of the gain, in both cases subject to the provisions of applicable tax treaties.
Taxation of Luxembourg residents
Holders who are Luxembourg resident companies (société de capitaux) or foreign entities which have a permanent establishment, a permanent representative or a fixed place of business in Luxembourg with which the holding of the Ordinary Shares or Warrants is connected, must include in their taxable income any income (including dividends) and the difference between the sale or redemption price and the tax book value of the Ordinary Shares or Warrants sold or redeemed, unless for Ordinary Shares the conditions of the Luxembourg participation exemption regime are met.
Net Wealth Tax
Luxembourg net wealth tax will not be levied on the Ordinary Shares or Warrants held by a corporate holder, unless: (a) such holder is a Luxembourg resident or (b) such Ordinary Shares or Warrants are attributable to an enterprise or part thereof which is carried on by a non-resident company in Luxembourg through a permanent establishment. Ordinary Shares qualifying for the Luxembourg participation exemption regime are excluded from the Net Wealth Tax basis.
Other Taxes
No registration tax will be payable by a holder of Ordinary Shares or Warrants upon the disposal of Ordinary Shares or Warrants by sale or exchange. The issuance as well as the redemption of shares by a Luxembourg resident company as well as any other changes to its articles of association are subject to a fixed registration tax in Luxembourg amounting to €75. Registration duties may, moreover, be due if documents relating to the Ordinary Shares or Warrants are (i) voluntarily registered in Luxembourg, (ii) appended to a document that requires obligatory registration in Luxembourg or (iii) deposited with the official records of a Luxembourg notary.
There is no Luxembourg value added tax payable in respect of payments in consideration for the issuance of the Ordinary Shares or Warrants or in respect of the payment under the Ordinary Shares or Warrants or in respect of the transfer of the Ordinary Shares and/or Warrants. Luxembourg value added tax may, however, be payable in respect of fees charged for certain services rendered to AMPSA if, for Luxembourg value added tax purposes, such services are rendered or are deemed to be rendered in Luxembourg and an exemption from Luxembourg value added tax does not apply with respect to such services.
No Luxembourg inheritance tax is levied on the transfer of the Ordinary Shares or Warrants upon the death of a holder in cases where the deceased was not a resident of Luxembourg for inheritance tax purposes. Where a holder is a resident or a deemed resident of Luxembourg for at the time of his or her death, the Ordinary Shares or Warrants are included in his taxable estate for inheritance tax assessment purposes. No Luxembourg gift tax will be levied on the transfer of the Ordinary Shares or Warrants by way of gift unless the gift is registered in Luxembourg.
F. |
Dividends and paying agents |
Not applicable
G. |
Statement by experts |
Not applicable
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H. |
Documents on display |
The SEC maintains a website at www.sec.gov that contains reports, proxy statements and other information that we file with or furnish electronically with the SEC. We also make available on our website, free of charge, our annual reports on Form 20-F and our reports on Form 6-K, including any amendments to these reports, as well as certain other SEC filings, as soon as reasonably practicable after they are electronically files or furnished with the SEC. Our website address is https://ir.ardaghmetalpackaging.com/. The contents of the website are not incorporated by reference into this Annual Report.
I. |
Subsidiary Information |
Not applicable
Item 11. Quantitative and Qualitative Disclosures About Market Risk
The statements about market risk below relate to our historical financial information included in this Annual Report.
Interest Rate Risk
At December 31, 2024, the Group’s senior facilities were 92% (2023: 100%) fixed, with a weighted average interest rate of 4.1% (2023: 3.8%). An increase of one percentage point in variable interest rates would not have a material impact on shareholders’ equity at December 31, 2024 (2023: no material impact).
Currency Exchange Risk
We present our consolidated financial information in U.S. dollar. Our functional currency is the euro.
We operate in 9 countries, across three continents and our main currency exposure for the year ended December 31, 2024, from the euro functional currency, was in relation to the U.S. dollar, British pound and Brazilian real. Currency exchange risk arises from future commercial transactions, recognized assets and liabilities, and net investments in foreign operations.
As a result of the audited consolidated financial statements being presented in U.S dollar, our results are also impacted by fluctuations in the U.S. dollar exchange rate versus the euro.
We have a limited level of transactional currency exposure arising from sales or purchases by operating units in currencies other than their functional currencies.
We have certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of our foreign operations is managed primarily through borrowings and swaps denominated in our principal foreign currencies.
Fluctuations in the value of these currencies with respect to the euro functional currency may have a significant impact on our financial condition and results of operations. We believe that a strengthening of the euro exchange rate (the functional currency) by 1% against all other foreign currencies from the December 31, 2024 rate would decrease shareholders’ equity by approximately $4 million (2023: $5 million decrease).
Ardagh Metal Packaging S.A.
94
Commodity Price Risk
The Group is exposed to changes in prices of energy and its main raw materials, primarily aluminum. Aluminum 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. dollar, fluctuations in the U.S. dollar/euro rate also affect the euro cost of aluminum. Furthermore, the relative price of oil and its by-products may impact our business, affecting our transport, lacquer and ink costs.
Our preferred commodity price risk management mechanism is the use of pass through provisions in our sales contracts. Where we do not have such pass through provisions, we use fixed price supply or derivative agreements to manage commodity price risk. We depend on an active liquid market and available credit lines with suppliers and banks to cover this risk. Our risk management practices are dependent on robust hedging policies and procedures.
Energy price has been exposed to increased volatility in recent years. Where energy pass through provisions in our contracts do not exist, our policy is to purchase natural gas and electricity by entering into forward price fixing arrangements with suppliers for the majority of our anticipated requirements for the year ahead. Such contracts are used exclusively to obtain delivery of our anticipated energy supplies. We do not trade nor look to profit from such activities. We avail ourselves of the own use exemption and, therefore, these contracts are treated as executory contracts. Any natural gas and electricity which is not purchased under forward price fixing arrangements is purchased under index tracking contracts or at spot prices. Where entering forward price-fixing arrangements with suppliers is not practical, the Group may use derivative agreements with counterparty banks to cover the risk.
Increasing raw material costs over time has the potential, if customers are unable to pass on price increases, to reduce sales volume and could therefore have a significant impact on our business. We are also exposed to possible interruptions of supply of aluminum or other raw materials and any inability to purchase raw materials could negatively impact our operations.
Credit Risk
Credit risk arises from derivative contracts, cash and investments held with banks and financial institutions, as well as credit exposures to our customers, including outstanding receivables. Our policy is to invest excess liquidity, only with recognized and reputable financial institutions. For banks and financial institutions, only independently rated parties with a minimum rating of “BBB+” from at least two credit rating agencies are accepted, where possible. The credit ratings of banks and financial institutions are monitored to ensure compliance with our policy. Risk of default is controlled within a policy framework of dealing with high quality institutions and by limiting the amount of credit exposure to any one bank or institution.
Our policy is to extend credit to customers of good credit standing. Credit risk is managed on an ongoing basis, by experienced personnel. Our policy for the management of credit risk in relation to trade receivables involves periodically assessing the financial reliability of customers, taking into account their financial position, past experience and other factors. Provisions are made, where deemed necessary, and the utilization of credit limits is regularly monitored. Management does not expect any significant counterparty to fail to meet its obligations. The maximum exposure to credit risk is represented by the carrying amount of each asset. For the year ended December 31, 2024, our ten largest customers accounted for approximately 57% of our revenues (2023: 55%; 2022: 57%). There is no recent history of default with these customers.
Surplus cash held by the operating entities over and above the balance required for working capital management is transferred to our Group Treasury function, where practically possible. Our Group Treasury function invests surplus cash in interest-bearing current accounts, money market funds and bank time deposits with appropriate maturities to provide sufficient headroom as determined by the below-mentioned forecasts.
Ardagh Metal Packaging S.A.
95
Liquidity Risk
We are exposed to liquidity risk which arises primarily from the maturing of short term and long term debt obligations and from the normal liquidity cycle of the business throughout the course of a year. Our policy is to ensure that sufficient resources are available either from cash balances, cash flows or undrawn committed bank facilities, to ensure all obligations can be met as they fall due.
To effectively manage liquidity risk, we:
| ● | have committed credit facilities that we can access to meet liquidity needs; |
| ● | maintain cash balances and liquid investments with highly-rated counterparties; |
| ● | limit the maturity of cash balances; |
| ● | borrow the bulk of our debt needs under long term fixed rate debt securities; and |
| ● | have internal control processes to manage liquidity risk. |
Cash flow forecasting is performed in our operating entities and is aggregated by our Group Treasury function. Our Group Treasury function monitors rolling forecasts of our liquidity requirements to ensure we have sufficient cash to meet operational needs while maintaining sufficient headroom on our undrawn committed credit facilities at all times so that we do not breach borrowing limits or covenants on any of our borrowing facilities. Such forecasting takes into consideration our debt financing plans.
Item 12. Description of Securities Other than Equity Securities
Not applicable
Part II
Item 13. Defaults, Dividend Arrearages and Delinquencies
None
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
Not applicable
Item 15. Controls and Procedures
A.Disclosure Controls and Procedures
Management maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Our controls and procedures are designed to provide reasonable assurance of achieving their objectives.
Ardagh Metal Packaging S.A.
96
Management carried out an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of December 31, 2024. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2024 so as to provide reasonable assurance that (1) information required to be disclosed by the Company in the reports that the Company files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) that such information is accumulated and communicated to management, including the Chief Executive Officer and its Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
B.Management’s annual report on internal control over financial reporting
Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over our financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards as issued by IASB and includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS Accounting Standards as issued by IASB, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our audited consolidated financial statements.
Our management assessed the effectiveness of the internal control over financial reporting (as defined in Rules 13(a)-13(f) and 15(d)-15(f) under the Exchange Act) as of December 31, 2024. In making this assessment, it used the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment, management concluded that, as of December 31, 2024, the internal control over financial reporting is effective based on those criteria.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
C. Attestation report of the registered public accounting firm
PricewaterhouseCoopers, the Company’s independent registered public accounting firm, has audited and issued an attestation report on the effectiveness of the Company’s internal controls over financial reporting as at December 31, 2024, a copy of which appears in “Item 18. Financial Statements.”
D. Changes in Internal Control Over Financial Reporting
During the period covered by this Annual Report, management has not made any changes to our internal controls over financial reporting that have materially, or are reasonably likely to materially affect, our internal control over financial reporting.
Ardagh Metal Packaging S.A.
97
Item 16. Reserved
Item 16A. Audit Committee Financial Expert
Our Board has determined that Damien O’Brien is an “audit committee financial expert” as defined in Item 16A of Form 20-F. Our Board has also determined that all members of the audit committee are independent directors as defined under the NYSE Standards and Rule 10A-3 under the Exchange Act. For a description of Mr. O’Brien’s experience, see “Item 6.A Directors, Senior Management and Employees—Board—Damien O’Brien.”
Item 16B. Code of Ethics
Our Board has adopted a code of conduct (the “Code of Conduct”) that establishes the standards of ethical conduct applicable to all of our directors, officers and employees. We also expect that all our business partners adhere to the principles and values set out in our Code of Conduct. The Code of Conduct addresses, among other things, competition and fair dealing, conflicts of interest, accurate financial reporting, compliance with applicable laws, rules and regulations, handling of company funds and assets, confidentiality and the process for reporting violations of the Code of Conduct, employee misconduct or other violations. Any waiver of the Code of Conduct with respect to any director or executive officer will be promptly disclosed and posted on our website. Amendments to the Code of Conduct must be approved by our Board and will be promptly disclosed and posted on our website.
The Code of Conduct is publicly available on our website at https://ir.ardaghmetalpackaging.com/corporate-governance. and in print to any shareholder who requests a copy. The contents of the website are not incorporated by reference into this Annual Report.
Item 16C. Principal Accountant Fees and Services
PricewaterhouseCoopers have acted as our independent principal accountants for the years ended December 31, 2023 and 2024.
The following table summarizes the total amounts for professional fees rendered in those periods:
Year ended |
Year ended |
|||
December 31, |
December 31, |
|||
|
2024 |
|
2023 |
|
(in $ millions) |
(in $ millions) |
|||
Audit services fees |
|
5 |
5 |
|
Audit-related services fees |
|
— |
1 |
|
Tax services fees |
1 |
— |
||
Total |
|
6 |
|
6 |
Audit Services Fees
Audit services are defined as standard audit work that needs to be performed each year in order to issue opinions on our audited consolidated financial statements and to issue reports on our local financial statements.
Audit-Related Services Fees
Audit-related fees include services such as auditing of non-recurring transactions, reviews of quarterly financial results, consents and comfort letters and any other audit services required for SEC or other regulatory filings.
Ardagh Metal Packaging S.A.
98
Tax Services Fees
Tax services relate to the aggregated fees for services on tax compliance.
Approval Policies and Procedures
The Audit Committee approves all auditing services and permitted non-audit services performed for the Company by its independent auditor in advance of an engagement. All auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent auditor must be approved by the Audit Committee in advance, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act which are approved by the Audit Committee prior to the completion of the audit.
All audit-related service fees and tax service fees were approved by the Audit Committee.
Item 16D. Exemptions from the Listing Standards for Audit Committees
No exemptions from the listing standards for our Audit Committee.
Item 16E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers
The Group did not repurchase any of its Ordinary Shares during 2024.
Item 16F. Changes in Registrant’s Certifying Accountant
Not applicable
Item 16G. Corporate Governance
We are a société anonyme incorporated in Luxembourg and our Ordinary Shares are listed on the NYSE. We are therefore required to comply with certain U.S. securities laws and regulations, including the Sarbanes-Oxley Act and the NYSE Standards applicable to listed companies. As a “foreign private issuer” as defined under applicable U.S. securities laws, under the NYSE Standards, we are permitted to follow the corporate governance practices of our home country in lieu of certain provisions of the NYSE Standards. Our intention is to voluntarily comply with these requirements, and as a result, there are currently no significant differences under the NYSE Standards between our corporate governance practices and those of U.S. domestic issuers listed on the NYSE. However, we avail ourselves of certain exemptions afforded to foreign private issuers under the Exchange Act that regulate certain disclosure obligations and procedural requirements, such as the proxy rule exemptions. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Being a Luxembourg Company and Our Status as a Foreign Private Issuer—As a foreign private issuer, we are exempt from a number of U.S. securities laws and rules and are permitted to publicly disclose less information than U.S. public companies are required to disclose, which may limit the information available to holders of our Ordinary Shares. Conversely, if we lose our foreign private issuer status in the future, this could result in significant additional costs and expenses” and “—We qualify for and rely on exemptions from certain corporate governance requirements.”
We also qualify for and avail ourselves of certain of the controlled company exemptions under the NYSE Standards applicable to listed companies (both foreign private issuers and U.S. domestic issuers) as described in the NYSE Listed Company Manual.
As a controlled company, we are not required to comply with the following requirements:
| ● | a majority of the Board consist of independent directors; |
Ardagh Metal Packaging S.A.
99
| ● | the Nominating and Governance Committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; |
| ● | the Compensation Committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
| ● | there be an annual performance evaluation of the Nominating and Governance Committee and Compensation Committee. |
We currently comply with certain of these requirements on a voluntary basis, and as a result, the majority of our Board consists of independent directors, and we have written charters for and conduct annual performance evaluations of our Nominating and Governance Committee and Compensation Committee. However, we currently avail ourselves of the exemption that allows our Nominating and Governance Committee and Compensation Committee not to be composed entirely of independent directors. There can be no assurance that we will not avail ourselves of other controlled company exemptions in the future.
Due to our status as a foreign private issuer and a controlled company, we may cease voluntary compliance with the requirements that we are exempt from at any time, and you may not have the same protections afforded to shareholders of U.S. domestic issuers listed on the NYSE.
The controlled company exemptions do not modify the independence requirements for the Audit Committee, which requires it to be composed of at least three members, each of whom is “independent,” as set forth under the NYSE Standards and the SEC rules governing audit committee member independence. All of the members of our Audit Committee are considered independent directors, in accordance with the NYSE Standards and the SEC rules.
Item 16H. Mine Safety Disclosure
Not applicable
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable
Item 16J. Insider Trading Policy
operate an Insider Trading Policy governing the purchase, sale and other dispositions of the Company’s securities, including by our directors, officers and employees. Out Insider Trading Policy is designed to promote compliance with applicable insider trading laws, rules and regulations, and NYSE listing standards. Our Insider Trading Policy is filed as Exhibit 11.1 to this Annual Report.
Item 16K. Cybersecurity
Risk Management and Strategy
risk management is an important part of our enterprise risk management frameworks which includes systems and processes for identifying, monitoring and mitigating business, operational and legal risks. We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information, which is guided by the National Institute of Standards and Technology cybersecurity framework, a standard framework recognized in the industry and general best practices.
Ardagh Metal Packaging S.A.
100
Our cybersecurity risk management program includes:
| ● | risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; |
| ● | a cybersecurity team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; |
| ● | use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls, using state of the art technologies in areas including anti-virus and anti-malware, email and web security platforms, firewalls, intrusion detection systems, cyber threat intelligence services and advanced persistent threat detection; |
| ● | cybersecurity awareness training of our employees, incident response personnel, and senior management; for example, we have launched the BSecure communications and training campaign throughout our business to increase cybersecurity awareness; |
| ● | a cybersecurity incident response plan that includes procedures for the evaluation, management, notification, mitigation and reporting of cybersecurity incidents; |
| ● | a crisis management plan for identifying and assessing potentially material cybersecurity-related incidents and escalating to our senior management, the Board and appropriate committees of the Board, as needed; |
| ● | a risk management process for cybersecurity risks associated with our third-party service providers, suppliers, and vendors; and |
| ● |
|
We have previously been the target of cybersecurity attacks and expect such attempts to continue, potentially with more frequency or sophistication. In 2021, AGSA announced that it had experienced a cybersecurity incident, the response to which included temporarily shutting down certain IT systems and applications used by us. Although no cybersecurity incident during the year ended December 31, 2024 resulted in an interruption of the Company’s operations, nor known losses of critical data or otherwise had a impact on the Company’s strategy, financial condition or results of operations, the scope and impact of any future incident cannot be predicted. See “Item 3. Key Information—D. Risk Factors—Risks Relating to our Information Technology Systems” for more information on how a material cybersecurity incident may impact us.
Governance
The Board recognizes the importance of cybersecurity in safeguarding the integrity of our operations and sensitive data. The Board considers cybersecurity risk oversight an integral part of its risk oversight function and has delegated to the
The management Enterprise Risk Committee regularly reports to the Audit Committee,
Ardagh Metal Packaging S.A.
101
Part III
Item 17. Financial Statements
See “Item 18. Financial Statements.”
Item 18. Financial Statements
See the Audited Consolidated Financial Statements from F-1 – F-69.
Item 19. Exhibits
The following exhibits are filed as part of this Annual Report:
|
Exhibit Index |
|
|
|---|---|---|---|
1.1* |
|||
2.1 |
|||
2.2 |
|||
2.3 |
|||
2.4 |
|||
2.5 |
|||
Ardagh Metal Packaging S.A.
102
|
Exhibit Index |
|
|
|---|---|---|---|
2.6 |
|||
2.7* |
Description of Securities Registered pursuant to Section 12 of the Exchange Act. |
||
4.1# |
|||
4.2# |
|||
4.3 |
|||
4.4 |
|||
4.5 |
|||
4.6# |
|||
4.7 |
|||
4.8 |
|||
8.1* |
|||
11.1* |
|||
12.1* |
Rule 13a-14(a)/15d-14(a) - Section 302 - Certification of Chief Executive Officer |
||
12.2* |
Rule 13a-14(a)/15d-14(a) - Section 302 - Certification of Chief Financial Officer |
||
13.1** |
18 U.S.C. SECTION 1350 - Section 906 - Certification of Chief Executive Officer |
||
13.2** |
18 U.S.C. SECTION 1350 - Section 906 - Certification of Chief Financial Officer |
||
15.1* |
|||
Ardagh Metal Packaging S.A.
103
|
Exhibit Index |
|
|
|---|---|---|---|
97.1 |
|||
101 |
Interactive Data Files (XBRL – Related Documents) |
||
104 |
Cover Page Interactive Data File |
# Certain schedules, annexes and exhibits have been omitted pursuant to Item 19 of Form 20-F, but will be furnished supplementally to the SEC upon request.
*Filed herewith.
**Furnished herewith.
Ardagh Metal Packaging S.A.
104
SIGNATURES
The registrant hereby certifies that it meets all the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
Date: March 4, 2025
|
Ardagh Metal Packaging S.A. |
|||
By: |
/s/ STEFAN SCHELLINGER |
|||
Name: |
Stefan Schellinger |
|||
Title: |
Chief Financial Officer |
|||
Ardagh Metal Packaging S.A.
105
INDEX TO THE FINANCIAL STATEMENTS
Ardagh Metal Packaging S.A.
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Ardagh Metal Packaging S.A.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial position of Ardagh Metal Packaging S.A. and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control over Financial Reporting appearing under Item 15. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other
Ardagh Metal Packaging S.A.
F-2
procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation of Earnout Shares Resulting from the AMP Transfer
As described in Notes 3 and 22 to the consolidated financial statements, Ardagh Group S.A. has a contingent right to receive up to 60.73 million additional shares in the Company (the “Earnout Shares”). As the arrangement may result in the Company issuing a variable number of shares in the future, albeit capped at a total of 60.73 million shares, the Earnout Shares have been recognized as a financial liability measured at fair value in the consolidated financial statements. A valuation assessment was performed for the purpose of determining the financial liability using a Monte Carlo simulation. Volatility is the significant assumption in the fair value of the Earnout Shares as it is not directly market observable and there is estimation uncertainty involved in determining the assumed volatility. The estimated valuation of the liability at December 31, 2024 was $10 million. Changes in the fair market valuation of the Earnout Shares of $13 million have been reflected as exceptional finance income within net finance income for the year ended December 31, 2024.
The principal considerations for our determination that performing procedures relating to valuation of Earnout Shares resulting from the AMP Transfer is a critical audit matter are (i) the significant judgment by management in determining the fair value estimate of the Earnout Shares; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumption related to the volatility; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Ardagh Metal Packaging S.A.
F-3
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the valuation of Earnout Shares, including controls over the volatility used in the valuation of the Earnout Shares. These procedures also included, among others (i) the involvement of professionals with specialized skill and knowledge to assist in evaluating the reasonableness of management’s estimate by (a) developing the independent range of valuations of the Earnout Shares and (b) comparing the independent range of valuations to management’s estimate to evaluate the reasonableness of management’s estimate. Developing the independent range of valuations involved multiple valuation techniques and independently developing the volatility using available market data.
/s/
February 27, 2025
We have served as the Company’s auditor since 2020.
Ardagh Metal Packaging S.A.
F-4
ARDAGH METAL PACKAGING S.A.
CONSOLIDATED INCOME STATEMENT
Year ended December 31, 2024 |
Year ended December 31, 2023 |
Year ended December 31, 2022 |
||||||||||||||||||
Before |
Before |
Before |
||||||||||||||||||
exceptional |
Exceptional |
exceptional |
Exceptional |
exceptional |
Exceptional |
|||||||||||||||
items |
items |
Total |
items |
items |
Total |
items |
items |
Total |
||||||||||||
|
Note |
|
$’m |
|
$’m |
|
$’m |
|
$’m |
|
$’m |
|
$’m |
|
$’m |
|
$’m |
|
$’m |
|
Note 5 |
Note 5 |
Note 5 |
||||||||||||||||||
Revenue |
4 |
|
— |
|
|
— |
|
|
— |
|
||||||||||
Cost of sales |
|
|
|
( |
( |
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
||
Gross profit |
|
|
|
|
( |
|
|
|
|
( |
|
|
|
|
|
( |
|
|
||
Sales, general and administration expenses |
|
|
|
( |
( |
( |
|
( |
( |
|
( |
|
( |
( |
|
( |
||||
Intangible amortization |
|
10 |
|
( |
— |
( |
|
( |
|
— |
|
( |
|
( |
|
— |
|
( |
||
Operating profit |
|
|
|
|
( |
|
|
|
|
( |
|
|
|
|
|
( |
|
|
||
Net finance (expense)/income |
|
6 |
|
( |
|
( |
|
( |
|
|
( |
|
( |
|
|
|
||||
Profit/(loss) before tax |
|
|
|
|
( |
|
|
( |
|
( |
|
( |
|
|
|
|
|
|
||
Income tax (charge)/credit |
|
7 |
|
( |
( |
( |
|
|
|
|
|
|
( |
|
|
( |
||||
(Loss)/profit for the year |
|
|
|
|
( |
( |
|
( |
|
( |
|
( |
|
|
|
|
|
|
||
(Loss)/profit attributable to: |
||||||||||||||||||||
Equity holders |
( |
( |
|
|||||||||||||||||
Non-controlling interests |
— |
— |
— |
|||||||||||||||||
(Loss)/profit for the year |
( |
( |
|
|||||||||||||||||
(Loss)/earnings per share |
||||||||||||||||||||
Basic and diluted (loss)/earnings per share attributable to equity holders |
8 |
$ |
( |
$ |
( |
$ |
|
|||||||||||||
The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements.
Ardagh Metal Packaging S.A.
F-5
ARDAGH METAL PACKAGING S.A.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended December 31, |
||||||||
2024 |
2023 |
2022 |
||||||
|
Note |
|
$’m |
|
$’m |
|
$’m |
|
(Loss)/profit for the year |
|
|
|
( |
|
( |
|
|
Other comprehensive income/(expense) |
|
|
|
|
|
|
|
|
Items that may subsequently be reclassified to income statement |
|
|
|
|
|
|
|
|
Foreign currency translation adjustments: |
|
|
|
|
|
|
|
|
– Arising in the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Effective portion of changes in fair value of cash flow hedges |
|
|
|
|
|
|
|
|
– New fair value adjustments into reserve |
|
|
|
|
|
( |
|
|
– Movement out of reserve to income statement |
|
|
|
( |
|
|
|
( |
– Movement in deferred tax |
|
|
|
( |
|
|
|
|
|
|
|
( |
|
|
|||
Items that will not be reclassified to income statement |
|
|
|
|
|
|
|
|
– Remeasurement of employee benefit obligations |
|
21 |
|
( |
|
( |
|
|
– Deferred tax movement on employee benefit obligations |
|
|
|
|
|
|
|
( |
|
( |
|
( |
|
|
|||
Total other comprehensive income/(expense) for the year |
|
|
|
|
|
( |
|
|
Total comprehensive income/(expense) for the year |
|
|
|
|
|
( |
|
|
Attributable to: |
||||||||
Equity holders |
|
( |
|
|||||
Non-controlling interests |
— |
— |
— |
|||||
Total comprehensive income/(expense) for the year |
|
( |
|
|||||
The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements.
Ardagh Metal Packaging S.A.
F-6
ARDAGH METAL PACKAGING S.A.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At December 31, |
||||||
2024 |
2023 |
|||||
|
Note |
|
$’m |
|
$’m |
|
Non-current assets |
|
|
|
|
|
|
Intangible assets |
|
10 |
|
|
|
|
Property, plant and equipment |
|
11 |
|
|
|
|
Derivative financial instruments |
|
20 |
|
|
|
— |
Deferred tax assets |
|
13 |
|
|
|
|
Employee benefit assets |
21 |
|
|
|||
Other non-current assets |
|
12 |
|
|
|
|
|
|
|
|
|||
Current assets |
|
|
|
|
|
|
Inventories |
|
14 |
|
|
|
|
Trade and other receivables* |
|
15 |
|
|
|
|
Contract assets |
|
16 |
|
|
|
|
Income tax receivable* |
|
|
||||
Derivative financial instruments |
|
20 |
|
|
|
|
Cash, cash equivalents and restricted cash |
|
17 |
|
|
|
|
|
|
|
|
|||
TOTAL ASSETS |
|
|
|
|
|
|
Equity attributable to owners of the parent |
|
|
|
|
|
|
Equity share capital |
|
18 |
|
|
|
|
Share premium |
18 |
|
|
|||
Other reserves |
25 |
( |
( |
|||
Retained earnings |
( |
( |
||||
( |
|
|||||
Non-controlling interests |
|
|
||||
TOTAL EQUITY |
|
|
|
( |
|
|
Non-current liabilities |
||||||
Borrowings |
|
20 |
|
|
|
|
Employee benefit obligations |
|
21 |
|
|
|
|
Derivative financial instruments |
|
20 |
|
|
|
|
Deferred tax liabilities |
|
13 |
|
|
|
|
Other liabilities and provisions |
|
22 |
|
|
|
|
|
|
|
||||
Current liabilities |
|
|
|
|
||
Borrowings |
|
20 |
|
|
|
|
Interest payable |
|
|
||||
Derivative financial instruments |
|
20 |
|
|
|
|
Trade and other payables |
|
23 |
|
|
|
|
Income tax payable |
|
|
|
|
|
|
Provisions |
|
22 |
|
|
|
|
|
|
|
|
|||
TOTAL LIABILITIES |
|
|
|
|
|
|
TOTAL EQUITY and LIABILITIES |
|
|
|
|
|
|
*Prior period Income tax receivable which had been included in Trade and other receivables previously has been reclassified to conform to the current year presentation.
The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements.
Ardagh Metal Packaging S.A.
F-7
ARDAGH METAL PACKAGING S.A.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Attributable to the owner of the parent |
|||||||||||||||
Non- |
|||||||||||||||
Share |
Share |
Treasury |
Other |
Retained |
controlling |
Total |
|||||||||
capital |
premium |
shares |
reserves |
earnings |
Total |
interests |
equity |
||||||||
$’m |
|
$’m |
$'m |
$’m |
$’m |
$’m |
$’m |
$’m |
|||||||
Note 18 |
Note 18 |
Note 25 |
|||||||||||||
At January 1, 2022 |
|
|
|
— |
( |
( |
|
— |
|
||||||
Profit for the year |
— |
|
— |
— |
— |
|
|
— |
|
||||||
Total other comprehensive income for the year |
— |
|
— |
— |
|
|
|
— |
|
||||||
Hedging gains transferred to cost of inventory |
— |
|
— |
— |
( |
— |
( |
— |
( |
||||||
Transactions with owners in their capacity as owners |
|||||||||||||||
Shares acquired by AMPSA (Treasury shares) |
— |
|
— |
( |
— |
— |
( |
— |
( |
||||||
Cancellation of Treasury shares |
— |
— |
|
— |
( |
— |
— |
— |
|||||||
Preferred shares issued |
|
( |
— |
— |
— |
|
— |
|
|||||||
Dividends |
— |
— |
— |
— |
( |
( |
— |
( |
|||||||
At December 31, 2022 |
|
|
|
— |
( |
( |
|
— |
|
||||||
At January 1, 2023 |
|
|
|
— |
( |
( |
|
— |
|
||||||
Loss for the year |
— |
|
— |
— |
— |
( |
( |
— |
( |
||||||
Total other comprehensive expense for the year |
— |
|
— |
— |
( |
( |
( |
— |
( |
||||||
Hedging losses transferred to cost of inventory |
— |
|
— |
— |
|
— |
|
— |
|
||||||
Transactions with owners in their capacity as owners |
|||||||||||||||
NOMOQ acquisition (Note 11) |
— |
— |
— |
( |
— |
( |
|
( |
|||||||
Dividends (Note 26) |
— |
— |
— |
— |
( |
( |
— |
( |
|||||||
At December 31, 2023 |
|
|
|
— |
( |
( |
|
|
|
At January 1, 2024 |
|
|
|
— |
( |
( |
|
|
|
||||||
Loss for the year |
— |
|
— |
— |
— |
( |
( |
— |
( |
||||||
Total other comprehensive income/(expense) for the year |
— |
|
— |
— |
|
( |
|
— |
|
||||||
Hedging losses transferred to cost of inventory |
— |
|
— |
— |
|
— |
|
— |
|
||||||
Transactions with owners in their capacity as owners |
|||||||||||||||
NOMOQ put and call liability (Note 22) |
— |
— |
— |
|
— |
|
— |
|
|||||||
Dividends (Note 26) |
— |
— |
— |
— |
( |
( |
— |
( |
|||||||
At December 31, 2024 |
|
|
— |
( |
( |
( |
|
( |
The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements.
Ardagh Metal Packaging S.A.
F-8
ARDAGH METAL PACKAGING S.A.
CONSOLIDATED STATEMENT OF CASH FLOWS
Year ended December 31, |
||||||||
|
|
2024 |
|
2023 |
|
2022 |
||
Note |
$’m |
$’m |
$’m |
|||||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
Cash generated from operations |
|
24 |
|
|
|
|
|
|
Net interest paid |
|
|
|
( |
|
( |
|
( |
Settlement of foreign currency derivative financial instruments |
|
( |
|
|||||
Income tax paid |
|
|
|
( |
|
( |
|
( |
Net cash from operating activities |
|
|
|
|
|
|
|
|
Cash flows used in investing activities |
|
|
|
|||||
Purchase of property, plant and equipment |
|
|
|
( |
|
( |
|
( |
Purchase of intangible assets |
( |
( |
( |
|||||
Proceeds from disposal of property, plant and equipment |
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
|
( |
|
( |
|
( |
Cash flows (used in)/from financing activities |
|
|
|
|||||
Proceeds from borrowings |
|
20 |
|
|
|
|
|
|
Repayment of borrowings |
20 |
( |
( |
( |
||||
Lease payments |
|
|
|
( |
|
( |
|
( |
Dividends paid |
26 |
( |
( |
( |
||||
Deferred debt issue costs paid |
( |
( |
( |
|||||
Proceeds from ordinary share issuance, net of costs |
— |
— |
( |
|||||
Proceeds from preferred share issuance, net of costs |
— |
— |
|
|||||
Treasury shares purchased |
— |
— |
( |
|||||
Net cash (outflow)/inflow from financing activities |
|
|
|
( |
|
( |
|
|
Net increase/(decrease) in cash, cash equivalents and restricted cash |
|
|
|
|
|
( |
|
|
Cash, cash equivalents and restricted cash at the beginning of the year |
|
17 |
|
|
|
|
|
|
Exchange losses on cash, cash equivalents and restricted cash |
|
|
|
( |
|
( |
|
( |
Cash, cash equivalents and restricted cash at the end of the year |
|
17 |
|
|
|
|
|
|
The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements.
Ardagh Metal Packaging S.A.
F-9
ARDAGH METAL PACKAGING S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. General information
Ardagh Metal Packaging S.A. (the “Company” or “AMPSA”) was incorporated in Luxembourg on January 20, 2021. The Company’s registered office is 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg.
Approximately
The Company is an independent, pure-play metal beverage can company, whose ordinary shares are listed on the New York Stock Exchange under the ticker symbol “AMBP.” The Company and its subsidiaries (together, the “Group”) are a leading supplier of metal beverage cans globally, with a particular focus on the Americas and Europe. The Group supplies sustainable and infinitely recyclable metal packaging to a diversified customer base of leading global, regional and national beverage producers. At December 31, 2024, AMPSA operated
The Group does not have any operations within Russia or Ukraine and continues to monitor and comply with the various sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the European Union, the United Kingdom and the United Nations Security Committee that have been imposed on the Russian government and certain Russian entities and individuals.
The consolidated financial statements reflect the consolidation of the legal entities forming the Group for the periods presented. The principal operating subsidiaries forming the Group are listed in note 27.
The material accounting policies that have been applied to the consolidated financial statements are described in note 3.
2. Statement of directors’ approval
The consolidated financial statements were approved for issue by the Board on February 25, 2025.
3. Summary of material accounting policies
Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with, and are in compliance with, IFRS® Accounting Standards and related interpretations as issued by the International Accounting Standards Board (“IASB”). IFRS Accounting Standards are comprised of standards and interpretations approved by the IASB, and standards and interpretations approved by the predecessor International Accounting Standards Committee that have been subsequently approved by the IASB and remain in effect. References to IFRS Accounting Standards hereafter should be construed as references to IFRS Accounting Standards as issued by the IASB.
Ardagh Metal Packaging S.A.
F-10
The consolidated financial statements are presented in U.S. dollar, rounded to the nearest million, and have been prepared under the historical cost convention, except for the following:
| ● | Private and Public Warrants and Earnout Shares (as defined in note 22) are stated at fair value; |
| ● | 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. |
The preparation of consolidated financial statements in conformity with IFRS Accounting Standards requires the use of critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities and income and expenses. It also requires management to exercise judgment in the process of applying Group accounting policies. These estimates, assumptions and judgments are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances and are subject to continual re-evaluation. However, actual outcomes may differ from these estimates. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are discussed in the critical accounting estimates, assumptions and judgments section of this note.
Going concern
At the date that the consolidated financial statements were approved for issue by the Board, the Board has formed the judgment that there is a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, these consolidated financial statements have been prepared on a going concern basis. In assessing whether the going concern assumption is appropriate, the Board has taken into account all available information about a period, extending to at least December 31, 2025. In arriving at its conclusion, the Board has taken account of the Group’s current and anticipated trading performance, together with current and anticipated levels of cash and net debt and the availability of committed borrowing facilities and the separate and distinct AMPSA capital structure and aspects outlined in note 1, and as a result, it is the Board’s judgment that it is appropriate to prepare the consolidated financial statements using the going concern basis.
Recently adopted accounting standards and changes in accounting policies
The Group adopted the new disclosure requirements introduced by Amendments to IAS 7 and IFRS 7 – Supplier Finance Arrangements, effective for the annual reporting period beginning on or after January 1, 2024. Please refer to notes 19 and 23 for further details.
The Group also updated note 4 to address the recently issued IFRIC Interpretations Committee Agenda Decision – Disclosures of Revenues and Expenses for Reportable Segments (IFRS 8 Operating Segments).
The impact of other new standards, amendments to existing standards and interpretations issued and effective for annual periods beginning on or after January 1, 2024 have been assessed by the Board as not having had a material impact on the Group.
Ardagh Metal Packaging S.A.
F-11
Recent accounting pronouncements
The Board’s assessment of the impact of new standards on the consolidated financial statements, which are not yet effective and which have not been early adopted by the Group, including the recently issued IFRS 18 ‘Presentation and Disclosure in Financial Statements’ and Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity, on the consolidated financial statements is on-going.
Basis of consolidation
(i) Subsidiaries
Subsidiaries are fully consolidated from the date on which control is transferred to the Group and are de-consolidated from the date on which control ceases. Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity.
The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is the consideration given in exchange for control of the identifiable assets, liabilities and contingent liabilities of the acquired legal entities. Acquisition-related costs are expensed and included as exceptional items within sales, general and administration expenses. The acquired net assets are initially measured at fair value. The excess of the cost of acquisition over the fair value of the identifiable net assets acquired is recorded as goodwill. Any goodwill and fair value adjustments are recorded as assets and liabilities of the acquired legal entity in the functional currency of that legal entity. If the cost of acquisition is less than the fair value of the Group’s share of the net assets of the legal entity acquired, the difference is recognized directly in the consolidated income statement. The Group considers obligations of the acquiree in a business combination that arise as a result of the change in control, to be cash flows arising from obtaining control of the controlled entity, and classifies these obligations as investing activities in the consolidated statement of cash flows.
| (i) | Non-controlling interests |
Non-controlling interests represent the portion of the equity of a subsidiary which is not attributable to the Group. Non-controlling interests are presented separately in the consolidated financial statements. Changes in ownership of a subsidiary which do not result in a change in control are treated as equity transactions.
| (ii) | Transactions eliminated on consolidation |
Transactions, balances and gains or losses on transactions between Group companies are eliminated. Subsidiaries’ accounting policies have been changed where necessary to ensure consistency with the policies adopted by the Group.
(iii) Transactions with Ardagh Group S.A. and its subsidiaries
Any unsettled intercompany balances between the Group and the Ardagh Group are presented as related party receivables or payables in the consolidated financial statements, within Trade and other receivables and Trade and other payables.
Ardagh Metal Packaging S.A.
F-12
Foreign currency
| (i) | Functional and presentation currency |
The functional currency of the Company is euro. The consolidated financial statements are presented in U.S. dollar which is the Group’s presentation currency.
| (ii) | Foreign currency transactions |
Items included in the consolidated financial statements of each of the Group’s entities are measured using the functional currency of that entity.
Transactions in foreign currencies are translated into the functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognized in the consolidated income statement, except: (i) differences on foreign currency borrowings that provide an effective hedge against a net investment in a foreign operation (“net investment hedges”), which are taken to other comprehensive income until the disposal of the net investment, at which time they are recognized in the consolidated income statement; and (ii) differences on certain derivative financial instruments discussed under “Derivative financial instruments” below.
| (iii) | Financial statements of foreign operations |
The assets and liabilities of foreign operations are translated into euro at foreign exchange rates ruling at the reporting date. The revenues and expenses of foreign operations are translated to euro at average exchange rates for the year. Foreign exchange differences arising on retranslation and settlement of such transactions are recognized in other comprehensive income. Gains or losses accumulated in other comprehensive income are recycled to the consolidated income statement when the foreign operation is disposed of.
Non-monetary items measured at fair value in foreign currency are translated using the exchange rates as at the date when the fair value is determined.
Business combination and goodwill
All business combinations are accounted for by applying the acquisition method of accounting. This involves measuring the cost of the business combination and allocating, at the acquisition date, the cost of the business combination to the assets acquired and liabilities assumed. Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.
The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in sales, general and administration expenses.
Ardagh Metal Packaging S.A.
F-13
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.
Any contingent consideration is recognized at fair value at the acquisition date.
Goodwill represents the excess of the cost of an acquisition over the fair value of the net identifiable assets of the acquired subsidiary at the date of acquisition.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to those groups of cash generating units (“CGUs”) that are expected to benefit from the business combination in which the goodwill arose for the purpose of assessing impairment. Goodwill is tested annually for impairment or whenever indicators suggest that impairment may have occurred.
Where goodwill has been allocated to a CGU and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained.
Intangible assets
Intangible assets are initially recognized at cost.
Intangible assets acquired as part of a business combination are capitalized separately from goodwill if the intangible asset is separable or arises from contractual or other legal rights. They are initially recognized at cost which, for intangible assets arising in a business combination, is their fair value at the date of acquisition.
Subsequent to initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. The carrying values of intangible assets with finite useful lives are reviewed for indicators of impairment at each reporting date and are subject to impairment testing when events or changes in circumstances indicate that the carrying values may not be recoverable.
The amortization of intangible assets is calculated to write-off the book value of finite lived intangible assets over their useful lives on a straight-line basis, on the assumption of zero residual value. Management estimates the useful lives within the following ranges:
Computer software |
|
|
Customer relationships |
|
|
Technology |
|
(i) Computer software
Computer software development costs are recognized as assets. Costs associated with maintaining computer software programs are recognized as an expense as incurred.
Ardagh Metal Packaging S.A.
F-14
(ii) Customer relationships
Customer relationships acquired in a business combination are recognized at fair value at the acquisition date. Customer relationships have a finite useful economic life and are carried at cost less accumulated amortization.
(iii) Technology
Technology based intangibles acquired in a business combination are recognized at fair value at the acquisition date and reflect the Group’s ability to add value through accumulated technological expertise surrounding product and process development.
(iv) Research and development costs
Research costs are expensed as incurred. Development costs relating to new products are capitalized if the new product is technically and commercially feasible. All other development costs are expensed as incurred.
Property, plant and equipment
| (i) | Owned assets |
Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, except for land which is shown at cost less impairment. Spare parts which form an integral part of plant and machinery and which have an estimated useful economic life greater than one year are capitalized. Spare parts which do not form an integral part of plant and machinery and which have an estimated useful economic life less than one year are included as consumables within inventory and expensed when utilized.
Where components of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.
| (ii) | Leased assets |
At the lease commencement date or the effective date of a lease modification, the Group recognizes a lease liability as the present value of expected future lease payments, discounted at the Group’s incremental borrowing rate unless the rate implicit in the lease is readily determinable, excluding any amounts which are variable based on the usage of the underlying asset and a right-of-use asset generally at the same amount plus any directly attributable costs. The incremental borrowing rate is the discount rate the Group would have to pay to borrow, over a similar term and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The Group combines lease and non-lease components and accounts for them as a single lease component with the exception of the dunnage asset class. Extension options or periods after termination options are considered by management if it is reasonably certain that the lease will be extended or not terminated.
| (iii) | Subsequent costs |
The Group recognizes in the carrying amount of an item of property, plant and equipment, the cost of replacing the component of such an item when that cost is incurred, if it is probable that the future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. When a component is replaced the old component is de-recognized in the period. All other costs are recognized in the consolidated income statement as an
Ardagh Metal Packaging S.A.
F-15
expense as incurred. When a major overhaul is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria above are met.
| (iv) | Depreciation |
Depreciation of owned assets is charged to the consolidated income statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Land is not depreciated. The estimated useful lives are as follows:
Buildings |
|
|
Plant, machinery and other |
|
|
Dunnage and other |
|
Right-of-use assets are depreciated on a straight-line basis over the shorter of its useful life and the lease term. Where the lease contains a transfer of ownership or a purchase option which is reasonably certain to be exercised, the right-of-use asset is depreciated over the useful life of the underlying asset.
Assets’ useful lives and residual values are adjusted, if appropriate, at each reporting date.
Joint operation
A joint operation is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights and obligations to the individual assets and liabilities relating to the arrangement. An investment in a joint operation is accounted for by each party recognizing its agreed share of interest in any assets, liabilities and related expense or income.
Impairment of non-financial assets
Assets that have an indefinite useful economic life are not subject to amortization and are tested annually for impairment or whenever indicators suggest that impairment may have occurred. Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount.
For the purposes of assessing impairment, assets excluding goodwill and long-lived intangible assets, are grouped at the lowest levels at which cash flows are separately identifiable. Goodwill and long-lived intangible assets are allocated to groups of CGUs. The groupings represent the lowest level at which the related assets are monitored for internal management purposes.
Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.
The recoverable amount of other assets is the greater of their fair value less costs to dispose and value in use. In assessing fair value less costs to dispose, management uses a market approach, applying a multiple to Adjusted EBITDA for the year ended December 31, 2024. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the
Ardagh Metal Packaging S.A.
F-16
risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the CGU to which the asset belongs.
Inventories
Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the first-in, first-out basis and includes expenditure incurred in acquiring the inventories and bringing them to their current location and condition. In the case of finished goods and work-in-progress, cost includes direct materials, direct labor and attributable overheads based on normal operating capacity.
Net realizable value is the estimated proceeds of sale less all further costs to completion, and less all costs to be incurred in marketing, selling and distribution.
Spare parts which are deemed to be of a consumable nature, are included within inventories and expensed when utilized.
Equity transactions
| (i) | Share repurchases |
When shares are repurchased, the amount of consideration paid together with any directly related expense is presented as a deduction of equity within treasury shares until such shares are cancelled, at which time the amount is reclassified from treasury shares to share capital and retained earnings, respectively, with no gain or loss recognized either upon initial repurchase or subsequent cancellation.
| (ii) | Preferred shares |
Preferred shares are classified as equity if there are no contractual obligations to deliver any cash or another financial asset under the respective terms of the instrument. If there is a contractual obligation to deliver cash or another financial asset, the instrument is either a financial liability in its entirety in the case of non-discretionary payments for principal and dividends, or a compound interest with a liability and an equity component, if dividend payments are at the full discretion of the Group. See note 18 for further details.
Non-derivative financial instruments
Non-derivative financial instruments comprise trade and other receivables, cash, cash equivalents and restricted cash, borrowings, trade and other payables, and the Private and Public Warrants and Earnout Shares (as defined in note 22). Non-derivative financial instruments are recognized initially at fair value plus any directly attributable transaction costs, except as described below. Subsequent to initial recognition, non-derivative financial instruments are measured as described below.
| (i) | Trade and other receivables |
Trade and other receivables are recognized initially at fair value, which equals the transaction price, unless a significant financing component is included, and thereafter are measured at amortized cost using the effective interest rate method less any provision for impairment, in accordance with the Group’s held to collect business model. The Group uses estimates based on expected credit losses and current information in determining the level of debts for which a specific
Ardagh Metal Packaging S.A.
F-17
allowance for impairment is required. For all other trade receivables, the Group uses an allowance matrix to measure the expected credit loss, based on historical actual credit loss experiences, adjusted for forward-looking information.
| (ii) | Securitized assets |
The Group has entered into securitization transactions involving certain of its trade receivables. The securitized assets are recognized on the consolidated statement of financial position, until all of the rights to the cash flows from those assets have expired or have been fully transferred outside the Group, or until substantially all of the related risks, rewards and control of the related assets have been transferred to a third party.
The Group has also entered into a Global Asset Based Loan Facility (“ABL”) involving certain of its trade receivables and inventory. The lenders under the ABL have security over those receivables, inventory and the bank accounts where the associated cash flows are received. The risks, rewards and control of these assets are still retained by the Group and are, therefore, recognized on the statement of financial position.
| (iii) | Contract assets |
Contract assets represent revenue required to be accelerated or recognized over time, based on production completed in accordance with the Group’s revenue recognition policy (as set out below). A provision for impairment of a contract asset will be recognized using an allowance matrix to measure the expected credit loss, based on historical actual credit loss experiences, adjusted for forward-looking information.
| (iv) | Cash, cash equivalents and restricted cash |
Cash, cash equivalents and restricted cash include cash on hand and call deposits held with banks and restricted cash. Cash, cash equivalents and restricted cash are carried at amortized cost.
Short term bank deposits of greater than three months’ maturity which do not meet the definition of cash, cash equivalents and restricted cash are classified as financial assets within current assets and stated at amortized cost.
Restricted cash comprises cash held by the Group but which is ring-fenced or used as security for specific financing arrangements, and to which the Group does not have unfettered access. Restricted cash is measured at amortized cost.
| (v) | Borrowings |
Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the Group’s consolidated income statement over the period of the borrowings using the effective interest rate method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Ardagh Metal Packaging S.A.
F-18
| (vi) | Trade and other payables |
Trade and other payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest rate method.
Derivative financial instruments
Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value at each reporting date. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
The fair values of various derivative instruments used for hedging purposes are disclosed in note 20. The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as a current asset or liability.
| (i) | Cash flow hedges |
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognized in other comprehensive income, allocated between cash flow hedge gains or losses and cost of hedging gains or losses. For cash flow hedges which subsequently result in the recognition of a non-financial asset, the amounts accumulated in the cash flow hedge reserve are transferred to the asset in order to adjust its carrying value. Amounts accumulated in the cash flow hedge reserve and cost of hedging reserve, or as adjustments to carrying value of non-financial assets, are recycled to the consolidated income statement in the periods when the hedged item will affect profit or loss.
The gain or loss relating to the ineffective portion is recognized immediately in the consolidated income statement. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing at that time remains in equity and is recognized in the consolidated income statement when the forecast cash flow arises. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately recycled to the consolidated income statement.
| (ii) | Net investment hedges |
Derivative financial instruments are classified as net investment hedges when they hedge changes in the Group’s net investments in its subsidiaries due to exposure to foreign currency. Net investment hedges are accounted for in a similar manner to cash flow hedges. The gain or loss relating to the ineffective portion of a net investment hedge is recognized immediately in the consolidated income statement within finance income or expense.
Fair value measurement
The Group measures derivative financial instruments, pension assets and Private and Public Warrants and Earnout Shares at fair value at each reporting date. Fair value related disclosures for assets and liabilities that are measured at fair value or where fair values are disclosed, are summarized in the following notes:
| ● | Disclosures of valuation methods, significant estimates and assumptions (notes 20 and 21) |
Ardagh Metal Packaging S.A.
F-19
| ● | Quantitative disclosures of fair value measurement hierarchy (note 20) |
| ● | Financial instruments (including those carried at amortized cost) (note 20) |
| ● | Private and Public Warrants and Earnout Shares (note 22) |
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
| ● | in the principal market for the asset or liability; or |
| ● | in the absence of a principal market, in the most advantageous market for the asset or liability. |
The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
Employee benefits
| (i) | Defined benefit pension plans |
Typically, defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.
The asset or liability recognized in the consolidated statement of financial position in respect of defined benefit pension plans is the net of the present value of the defined benefit obligation and the fair value of plan assets at the reporting date. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise. Past service costs and past service credits are recognized immediately in the consolidated income statement.
Ardagh Metal Packaging S.A.
F-20
| (ii) | Other long term employee benefits |
The Group’s obligations in respect of other long term employee benefit plans represents the amount of future benefit that employees have earned in return for service in the current and prior periods for post-retirement medical schemes, partial retirement contracts and long service awards. These are included in the category of employee benefit obligations on the consolidated statement of financial position. The obligation is computed on the basis of the projected unit credit method and is discounted to present value using a discount rate equating to the market yield at the reporting date on high quality corporate bonds of a currency and term consistent with the currency and estimated term of the obligations. Actuarial gains and losses are recognized in full in the consolidated statement of comprehensive income in the period in which they arise.
| (iii) | Defined contribution plans |
A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The contributions are recognized as employee benefit expense when they are due.
Provisions
Provisions are recognized when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount can be reliably estimated.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation.
Revenue recognition
Our products include metal containers primarily for the beverage markets with consumer-driven demand. In addition to metal containers, the Group manufactures and supplies a wide range of can ends. Containers and ends are usually distinct items and can be sold separately from each other. A significant portion of our sales volumes are supplied under contracts which include input cost pass through provisions.
The Group usually enters into framework agreements with its customers, which establish the terms and conditions for subsequent individual purchase orders for our goods and services. In the context of the revenue recognition standard IFRS 15 ‘Revenue from Contracts with Customers’, an enforceable contract identifies each party’s enforceable rights regarding the goods or services to be transferred. The Group has concluded that under this accounting standard only individual purchase orders meet such definition of a contract. The individual purchase orders have, in general, a duration of one year or less and, as such, the Group does not disclose any information about remaining performance obligations under these contracts. The payment terms of the Group are in line with customary business practice, which can vary by customer and region. The Group has availed of the practical expedient from considering the existence of a significant financing component as, based on past experience, we expect that, at contract inception, the period between when a promised good is transferred to the customer and when the customer pays for that good will be one year or less.
Revenue is recognized when control of a good or service has transferred to the customer. For certain contracts, the Group manufactures products for customers that have no alternative use and for which the Group has an enforceable right to payment for production completed to date. The Group has concluded that it has such enforceable right to payment
Ardagh Metal Packaging S.A.
F-21
plus a reasonable margin once it receives an individual purchase order. Therefore, for such products that have no alternative use and where an enforceable right to payment exists, the Group will recognize revenue over time based on the units produced output method such that a portion of revenue, net of any related estimated rebates and cash discounts, excluding sales or value added tax, will be recognized prior to the dispatch of goods as the Group satisfies the contractual performance obligations for those contracts. For all other contracts, the Group will continue to recognize revenue primarily on dispatch of the goods, net of any related customer rebates and cash discounts, excluding sales and value added taxes.
The Group often sells products with rebates and cash discounts based on cumulative sales over a period. Such rebate and cash discount consideration is only recognized when it is highly probable that it will not be subsequently reversed and is recognized using the most likely amount depending on the individual contractual terms.
Exceptional items
The Group’s consolidated income statement, consolidated statement of cash flows and segmental analysis separately identify results before specific items. Specific items are those that in management’s judgment need to be disclosed by virtue of their size, nature or incidence to provide additional information. Such items include, where significant, restructuring, redundancy and other costs relating to permanent capacity realignment or footprint reorganization, directly attributable acquisition costs and acquisition integration costs, and other transaction-related costs, profit or loss on disposal or termination of operations, start-up costs incurred in relation to and associated with plant builds, significant new line investments, major litigation costs and settlements and impairments of non-current assets. In this regard the determination of “significant” as included in our definition uses qualitative and quantitative factors. Judgment is used by the Group in assessing the specific items, which by virtue of their scale and nature, are disclosed in the Group’s consolidated income statement, and related notes as exceptional items.
Management considers columnar presentation to be appropriate in the consolidated income statement as it provides useful additional information and is consistent with the way that financial performance is measured by management and presented to the Board. Exceptional restructuring costs are classified as restructuring provisions and all other exceptional costs when outstanding at the reporting date are classified as exceptional items payable.
Net finance expense
Finance income comprises interest income on funds invested, gains on disposal of financial assets, ineffective portions of derivative instruments designated as hedging instruments and gains on derivative instruments that are not designated as hedging instruments and are recognized in profit or loss.
Finance expense comprises interest expense on borrowings (including amortization of deferred debt issuance costs), related party borrowings, interest cost on leases, certain net foreign currency translation gains or losses related to financing, net interest cost on net pension plan liabilities, losses on extinguishment of borrowings and derecognition of financial assets, ineffective portions of derivative instruments designated as hedging instruments, losses on derivative instruments that are not designated as hedging instruments and are recognized in profit or loss, and other finance expense.
The Group capitalizes borrowing costs directly attributable to the acquisition, construction or production of manufacturing plants that require a substantial period of time to build that would have been avoided if the expenditure on the qualifying asset had not been made.
Costs related to the issuance of new debt are deferred and amortized within finance expense over the expected terms of the related debt agreements by using the effective interest rate method.
Ardagh Metal Packaging S.A.
F-22
Income tax
Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognized in the consolidated income statement except to the extent that it relates to items recognized in other comprehensive income.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date and any adjustment to tax payable in respect of previous years.
Deferred income tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are generally not recognized if they arise from the initial recognition of goodwill; deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, unless the transaction gives rise to equal and offsetting temporary differences, in which case a corresponding deferred tax asset and liability is recognized. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the reporting date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.
Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
Segment reporting
The Board and Chief Financial Officer have been identified as the Chief Operating Decision Maker (“CODM”) for the Group.
Operating segments are identified on the basis of the internal reporting regularly provided to the CODM in order to allocate resources to the segment and assess its performance.
Critical accounting estimates, assumptions and judgments
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Ardagh Metal Packaging S.A.
F-23
| (i) | Income taxes |
The Group is subject to income taxes in numerous jurisdictions and judgment is therefore required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where uncertain tax treatments exist, the Group assesses whether it is probable that a tax authority will accept the uncertain tax treatment applied or proposed to be applied in its income tax filings. The Group assesses for each uncertain tax treatment whether it should be considered independently or whether some tax treatments should be considered together based on what the Group believes provides a better prediction of the resolution of the uncertainty. The Group considers whether it is probable that the relevant authority will accept each uncertain tax treatment, or group of uncertain tax treatments, assuming that the taxation authority with the right to examine any amounts reported to it will examine those amounts and will have full knowledge of all relevant information when doing so.
The Group measures tax uncertainties using its best estimate of likely outcomes. This estimate relies on estimates and assumptions and may involve judgments about future events.
Corporate activity including acquisitions, disposals and reorganizations often create tax uncertainties. The Group has determined, with the benefit of opinions from external tax advisors and legal counsel, where appropriate, that it has provided for all taxation liabilities that are probable to arise from such activities.
New information may become available that causes the Group to change its judgment regarding the adequacy of existing tax liabilities. Such changes could result in incremental tax liabilities which could have a material effect on cash flows, financial condition and results of operations.
Where the final tax outcome of these matters is different from the amounts that were originally estimated such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
| (ii) | Measurement of employee benefit obligations |
The Group follows guidance of IAS 19 ‘Employee Benefits’ to determine the present value of its obligations to current and past employees in respect of defined benefit pension obligations, other long term employee benefits, and other end of service employee benefits which are subject to similar fluctuations in value in the long term. The Group values its liabilities, with the assistance of professional actuaries, to ensure consistency in the quality of the key assumptions underlying the valuations. The critical assumptions and estimates applied are discussed in detail in note 21.
| (iii) | Exceptional items |
The consolidated income statement and segment analysis separately identify results before exceptional items. Exceptional items are those that in management’s judgment need to be disclosed by virtue of their size, nature or incidence.
The Group believes that this presentation provides additional analysis as it highlights exceptional items. The determination of “significant” as included in management’s definition uses qualitative and quantitative factors which remain consistent from period to period. Management uses judgment in assessing the particular items, which by virtue of their scale and nature, are disclosed in the consolidated income statement and related notes as exceptional items. Management considers the consolidated income statement presentation of exceptional items to be appropriate as it provides useful additional information and is consistent with the way that financial information is measured by management and presented to the Board. In that regard, management believes it to be consistent with paragraph 85 of IAS 1 ‘Presentation
Ardagh Metal Packaging S.A.
F-24
of Financial Statements’, which permits the inclusion of line items and subtotals that improve the understanding of performance.
(iv) Valuation of Earnout Shares
The Group follows the guidance of IAS 32 ‘Financial Instruments: Presentation’ in accounting for the Earnout Shares. The Earnout Shares are recorded as a financial liability and measured at fair value at each reporting date. The key data inputs into the valuation are volatility, dividend yield, share price hurdles, share price, and risk-free rate. Volatility is the significant assumption in the fair value of the Earnout Shares as it is not directly market observable and there is estimation uncertainty involved in determining the assumed volatility. The critical assumptions and estimates applied are discussed in detail in note 22.
4. Segment analysis
The Group’s
Performance of the Group is assessed based on Adjusted EBITDA. Adjusted EBITDA is the loss or profit for the period before income tax charge or credit, net finance expense or income, depreciation and amortization and exceptional operating items. Sales contracts generally provide for the pass through of metal and energy price fluctuations as well as a mechanism for the recovery of other input cost inflation, while certain contracts have tolling arrangements whereby customers arrange for the procurement of metal themselves. Consequently, the CODM evaluates the financial effects of the business activities of the reportable segments based on Adjusted EBITDA, which includes the net impact of the pass through pricing model operated by the business.
Other items are not allocated to segments, as these are reviewed by the CODM on a group-wide basis. Segmental revenues are derived from sales to external customers. Inter-segmental revenue is not material.
Reconciliation of (loss)/profit for the year to Adjusted EBITDA
Year ended December 31, |
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2024 |
2023 |
2022 |
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$’m |
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$’m |
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$’m |
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(Loss)/profit for the year |
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( |
( |
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Income tax charge/(credit) (note 7) |
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( |
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Net finance expense/(income) (note 6) |
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( |
Depreciation and amortization (notes 10, 11) |
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Exceptional operating items (note 5) |
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Adjusted EBITDA |
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The segment results for the year ended December 31, 2024 are:
Europe |
Americas |
Total |
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$’m |
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$’m |
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$’m |
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Revenue |
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Adjusted EBITDA |
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Capital expenditure |
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Segment assets |
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Ardagh Metal Packaging S.A.
F-25
The segment results for the year ended December 31, 2023 are:
Europe |
Americas |
Total |
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$’m |
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$’m |
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$’m |
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Revenue |
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Adjusted EBITDA |
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Capital expenditure |
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Segment assets |
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The segment results for the year ended December 31, 2022 are:
Europe |
Americas |
Total |
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$’m |
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$’m |
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$’m |
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Revenue |
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Adjusted EBITDA |
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Capital expenditure |
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Segment assets |
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Capital expenditure is the sum of purchases of property, plant and equipment and software and other intangibles, net of proceeds from disposal of property, plant and equipment, as per the consolidated statement of cash flows.
Segment assets consist of intangible assets, property, plant and equipment, derivative financial instrument assets, deferred tax assets, other non-current assets, employee benefit assets, inventories, contract assets, trade and other receivables, income tax receivable and cash, cash equivalents, and restricted cash. The accounting policies of the segments are the same as those in the consolidated financial statements of the Group as set out in note 3.
Total revenue from the Group in countries which account for more than 10% of total revenue, in the current or prior years presented, are as follows:
Year ended December 31, |
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2024 |
2023 |
2022 |
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Revenue |
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$’m |
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$’m |
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$’m |
U.S. |
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U.K. |
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The revenue above is attributed to countries on a destination basis.
Non-current assets, excluding derivative financial instrument assets, taxes, employee benefit assets and goodwill arising on acquisitions in countries which account for more than 10% of non-current assets are the U.S.
The Company is domiciled in Luxembourg. During the year the Group had revenues of $
Ardagh Metal Packaging S.A.
F-26
Within each reportable segment our respective packaging containers have similar production processes and classes of customers. Further, they have similar economic characteristics, as evidenced by similar profit margins, similar degrees of risk and similar opportunities for growth. Based on the foregoing, we do not consider that they constitute separate product lines and therefore additional disclosures relating to product lines is not necessary.
Disaggregation of revenue
The following illustrates the disaggregation of revenue by destination for the year ended December 31, 2024:
North |
Rest of the |
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Europe |
America |
world |
Total |
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$'m |
$'m |
$'m |
$'m |
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Europe |
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Americas |
— |
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Group |
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The following illustrates the disaggregation of revenue by destination for the year ended December 31, 2023:
North |
Rest of the |
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Europe |
America |
world |
Total |
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$'m |
$'m |
$'m |
$'m |
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Europe |
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Americas |
– |
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Group |
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The following illustrates the disaggregation of revenue by destination for the year ended December 31, 2022:
North |
Rest of the |
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Europe |
America |
world |
Total |
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$'m |
$'m |
$'m |
$'m |
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Europe |
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Americas |
– |
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Group |
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The following illustrates the disaggregation of revenue based on the timing of transfer of goods and services:
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Year ended December 31, |
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2024 |
2023 |
2022 |
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$’m |
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Over time |
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Point in time |
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Total |
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Ardagh Metal Packaging S.A.
F-27
5. Exceptional items
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Year ended December 31, |
|||||
2024 |
2023 |
2022 |
||||
|
$’m |
|
$’m |
|
$’m |
|
Start-up related and other costs |
|
|
|
|||
Impairment (reversal)/charge - property, plant and equipment |
( |
|
— |
|||
Restructuring (credit)/charge |
( |
|
— |
|||
Exceptional items – cost of sales |
|
|
|
|
|
|
Transaction-related and other costs |
|
|
|
|||
Exceptional items – SG&A expenses |
|
|
|
|
|
|
Exceptional finance income |
( |
( |
( |
|||
Exceptional items – finance income |
|
( |
|
( |
|
( |
Exceptional income tax charge/(credit) (note 7) |
|
|
|
( |
|
( |
Total exceptional items, net of tax |
|
|
|
|
|
( |
Exceptional items are those that in management’s judgment need to be disclosed by virtue of their size, nature or incidence.
2024
A net charge of $
| ● |
$ |
| ● |
A $ |
| ● |
A $ |
| ● |
$ |
| ● |
$ |
| ● | Tax charges of million have been incurred relating to the above exceptional items. |
2023
A net charge of $
| ● |
$ |
| ● |
$ |
Ardagh Metal Packaging S.A.
F-28
|
to an aluminum only facility, and the Americas ($ |
| ● |
$ |
| ● |
$ |
| ● |
$ |
| ● |
Tax credits of $ |
2022
A net credit of $
| ● |
$ |
| ● |
$ |
| ● |
$ |
| ● |
Tax credits of $ |
6. Net finance expense/(income)
|
Year ended December 31, |
|||||
2024 |
2023 |
2022 |
||||
|
$’m |
|
$’m |
|
$’m |
|
Senior Facilities interest expense* |
|
|
|
|||
Net pension interest cost (note 21) |
|
|
|
|
|
|
Lease interest cost |
|
|
|
|||
Foreign currency translation losses |
|
— |
|
|
|
|
(Gains)/losses on derivative financial instruments |
|
( |
|
|
|
— |
Other net finance expense |
|
|
|
|
|
|
Net finance expense before exceptional items |
|
|
|
|
||
Exceptional finance income (note 5) |
|
( |
|
( |
|
( |
Net finance expense/(income) |
|
|
|
|
|
( |
*Includes interest related to Senior Secured Green Notes, Senior Green Notes and Senior Secured Term Loan.
Ardagh Metal Packaging S.A.
F-29
During the year ended December 31, 2024, the Group recognized $
7. Income tax
|
Year ended December 31, |
|||||
2024 |
2023 |
2022 |
||||
|
$’m |
|
$’m |
|
$’m |
|
Current tax: |
||||||
Current tax for the year |
|
|
|
|||
Adjustments in respect of prior years |
( |
( |
|
|||
Total current tax |
|
|
|
|
|
|
Deferred tax: |
||||||
Deferred tax for the year |
( |
( |
( |
|||
Adjustments in respect of prior years |
|
|
( |
|||
Total deferred tax |
|
|
|
( |
|
( |
Income tax charge/(credit) |
|
|
( |
|
||
Reconciliation of income tax charge/(credit) and the profit/(loss) before tax multiplied by the domestic tax rate of the Group for 2024, 2023 and 2022 is as follows:
|
Year ended December 31, |
|||||
2024 |
2023 |
2022 |
||||
|
$’m |
|
$’m |
|
$’m |
|
Profit/(loss) before tax |
|
|
|
( |
|
|
Profit/(loss) before tax multiplied by the standard rate of Luxembourg corporation tax: |
|
|
|
( |
|
|
Tax losses for which no deferred income tax asset was recognized |
|
|
|
|||
Adjustment in respect of prior years |
|
( |
|
( |
|
|
Income subject to state and other local income taxes |
|
|
|
|
|
|
Income taxed at rates other than standard tax rates |
|
( |
|
( |
|
( |
Non-deductible & other items |
|
|
|
|
|
( |
Income tax charge/(credit) |
|
|
|
( |
|
|
The total income tax charge/(credit) outlined above for each year includes a tax charge of $
Tax losses for which no deferred income tax asset was recognized relates to net operating losses and the carry-forward of interest expense in certain jurisdictions. Income taxed at non-standard rates takes account of foreign tax rate differences (versus the Luxembourg standard
Adjustment in respect of prior years in the year ended December 31, 2023 includes tax credits of $
The Group is within the scope of the OECD Pillar Two model rules. Pillar Two legislation was enacted in Luxembourg, the jurisdiction in which Ardagh Metal Packaging S.A. is incorporated, and is effective since January 1,
Ardagh Metal Packaging S.A.
F-30
2024. The Group applies the mandatory exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023. As the Group is expected to qualify for Pillar Two transitional safe harbor exemptions in all jurisdictions in which the Group operates,
8. Earnings per share
Basic earnings per share (“EPS”) is calculated by dividing the (loss)/profit attributable to equity holders by the weighted average number of shares outstanding during the year.
The following table reflects the income statement (loss)/profit and share data used in the basic EPS calculations:
Year ended December 31, |
|||||||||
|
2024 |
|
2023 |
2022 |
|||||
$'m |
$'m |
$'m |
|||||||
(Loss)/profit attributable to equity holders as presented in the income statement |
|
( |
( |
|
|||||
Less: Dividends on preferred shares (see note 26) |
( |
( |
( |
||||||
(Loss)/profit attributable to equity holders used in calculating earnings per share |
( |
( |
|
||||||
Weighted average number of ordinary shares for EPS (millions)* |
|
|
|
|
|
||||
(Loss)/earnings per share |
$ |
( |
$ |
( |
$ |
|
|||
*The weighted average number of ordinary shares included in the computation of basic and diluted earnings per share has been adjusted to exclude ordinary shares repurchased and held by the Company as treasury shares. The number of ordinary shares so held at the reporting date is detailed in note 18.
Diluted (loss)/earnings per share is consistent with basic (loss)/earnings per share, as there are
Please refer to note 18 for any details of transactions involving ordinary shares for the years ended December 31, 2024 and 2023.
There have been no material transactions involving ordinary shares between the reporting date and the authorization of these consolidated financial statements.
9. Employee costs
Year ended December 31, |
||||||
2024 |
2023 |
2022 |
||||
|
$’m |
|
$’m |
|
$’m |
|
Wages and salaries |
|
|
|
|||
Social security costs |
|
|
|
|||
Defined benefit plan pension costs (note 21) |
|
|
|
|||
Defined contribution plan pension costs (note 21) |
|
|
|
|||
Group employee costs |
|
|
|
|||
Ardagh Metal Packaging S.A.
F-31
|
At December 31, |
|||||
Employees |
|
2024 |
|
2023 |
|
2022 |
Europe |
|
|
|
|||
Americas |
|
|
|
|||
Group |
|
|
|
|||
10. Intangible assets
Goodwill |
Customer relationships |
Technology and other |
Software |
Total |
||||||
$'m |
$'m |
$'m |
$'m |
$'m |
||||||
Net book value at January 1, 2023 |
|
|
|
|
|
|||||
Additions |
— |
— |
|
|
|
|||||
Acquisition |
|
— |
|
— |
|
|||||
Amortization charge |
— |
( |
( |
( |
( |
|||||
Transfers |
— |
— |
( |
|
— |
|||||
Exchange* |
|
|
— |
|
|
|||||
At December 31, 2023 |
|
|
|
|
|
|||||
Cost |
|
|
|
|
|
|||||
Accumulated amortization and impairment losses |
— |
( |
( |
( |
( |
|||||
Net book value at December 31, 2023 |
|
|
|
|
|
|||||
Net book value at January 1, 2024 |
|
|
|
|
|
|||||
Additions |
— |
— |
|
|
|
|||||
Amortization charge |
— |
( |
( |
( |
( |
|||||
Exchange |
( |
( |
( |
( |
( |
|||||
At December 31, 2024 |
|
|
|
|
|
|||||
Cost |
|
|
|
|
|
|||||
Accumulated amortization and impairment losses |
— |
( |
( |
( |
( |
|||||
Net book value at December 31, 2024 |
|
|
|
|
|
*The prior period amount has been reclassified to conform to the current year presentation.
In February 2023, the Group completed the acquisition of a majority share in NOMOQ AG (“NOMOQ”), a startup digital can printer based in Zurich, Switzerland. Goodwill of $
In 2022, the Ardagh Group and AMPSA signed a letter agreement for the development and acquisition of joint information technology assets (both hardware and software) which are operated for the mutual benefit of both parties (the “Joint IT Assets”). This letter agreement requires the consent of both parties for all activities that significantly affect the
Ardagh Metal Packaging S.A.
F-32
returns from the Joint IT Assets and unless otherwise agreed by the parties in writing, the agreement provides that rights, title and interest in any Joint IT Assets, shall be divided in agreed proportions. Costs in both the development and operation of the Joint IT Assets will be borne by both parties, in accordance with each party’s ownership share. In the year ended December 31, 2024, AMPSA capitalized costs associated with the development of the Joint IT Assets of approximately $
Impairment
The Group has considered the carrying value of the Group’s intangible assets (excluding goodwill) and assessed for indicators of impairment at December 31, 2024 in accordance with IAS 36 ‘Impairment of Assets’. No such indicators of impairment were identified. The Group has concluded that the potential impact of climate change does not have a significant impact on the carrying value or remaining useful lives of the intangible assets of the Group at December 31, 2024.
Goodwill
Allocation of goodwill
Goodwill that originated from the acquisition of the Group by the Ardagh Group has been allocated to CGUs that are expected to benefit from synergies arising from that combination. The groupings represent the lowest level at which the related goodwill is monitored for internal management purposes.
The lowest level within the Group at which the goodwill is monitored for internal management purposes and consequently the groups of CGUs to which goodwill is allocated and tested for impairment, is set out below:
|
At December 31, |
|||
2024 |
2023 |
|||
|
$’m |
|
$’m |
|
Europe |
|
|
|
|
Americas |
|
|
|
|
Total goodwill |
|
|
|
|
Impairment test for goodwill
The Group performs its impairment test of goodwill annually or whenever indicators suggest that impairment may have occurred.
Recoverable amount and carrying amount
The Group uses the fair value less costs of disposal (“FVLCD”) model for the purposes of its annual goodwill impairment testing.
In assessing FVLCD, we have used a market approach, which includes, as a key assumption, a multiple to Adjusted EBITDA for the year ended December 31, 2024. The multiple used is based on both AMPSA and comparable companies’ equity valuations and was further adjusted for disposal costs. The valuation is considered to be level 2 in the fair value hierarchy.
Ardagh Metal Packaging S.A.
F-33
A sensitivity analysis was performed reflecting reasonably possible potential variations in the applied Adjusted EBITDA multiple. If the multiple which was applied to the Adjusted EBITDA for the year ended December 31, 2024, was reduced by 1x, the recoverable amounts calculated for the Europe and Americas groups of CGUs are still significantly in excess of the carrying values of the Europe and Americas groups of CGUs. As a result of the significant excess of recoverable amount, we consider that completing the calculation of the recoverable amount of the Europe and Americas groups of CGUs using a value in use (“VIU”) model or providing additional disclosures under IAS 36 are not required.
11. Property, plant and equipment
|
|
Plant, |
|
|||||
Land and |
machinery |
Dunnage |
||||||
buildings |
and other |
and other |
Total |
|||||
$'m |
$'m |
$'m |
$'m |
|||||
Net book value at January 1, 2023 |
|
|
|
|
||||
Additions |
|
|
|
|
||||
Acquisitions |
— |
|
— |
|
||||
Disposals* |
( |
( |
— |
( |
||||
Impairment |
— |
( |
— |
( |
||||
Depreciation charge |
( |
( |
( |
( |
||||
Exchange* |
|
|
|
|
||||
At 31 December 2023 |
|
|
|
|
||||
Cost |
|
|
|
|
||||
Accumulated depreciation and impairment losses |
( |
( |
( |
( |
||||
Net book value at December 31, 2023 |
|
|
|
|
||||
Net book value at January 1, 2024 |
|
|
|
|
||||
Additions |
|
|
|
|
||||
Disposals |
( |
( |
— |
( |
||||
Impairment reversal |
— |
|
— |
|
||||
Depreciation charge |
( |
( |
( |
( |
||||
Transfers** |
|
( |
|
— |
||||
Exchange |
( |
( |
( |
( |
||||
At 31 December 2024 |
|
|
|
|
||||
Cost |
|
|
|
|
||||
Accumulated depreciation and impairment losses |
( |
( |
( |
( |
||||
Net book value at December 31, 2024 |
|
|
|
|
*The prior period amount has been reclassified to conform to the current year presentation.
**Transfers during the year relate to the final categorization of assets which were under construction in relation to certain business growth projects in the Americas.
Disposals in the year primarily relate to the sale of property, plant and equipment in Whitehouse, Ohio, for a consideration of $
Ardagh Metal Packaging S.A.
F-34
In February 2023, the Group completed the acquisition of a majority share in NOMOQ AG, a startup digital can printer based in Zurich, Switzerland, for an initial consideration of €
Depreciation expense of $
Construction in progress at December 31, 2024 was $
Included in property, plant and equipment is an amount for land of $
Substantially all of the Group’s property, plant and equipment is pledged as security under the terms and conditions of the Group’s financing arrangements.
Impairment
In the year ended December 31, 2023, an impairment charge of $
The Group has considered the carrying value of the property, plant and equipment at December 31, 2024 and assessed the indicators of impairment in accordance with IAS 36. No such indicators of impairment were identified.
The Group has concluded that the potential impact of climate change does not have a significant impact on the carrying value or remaining useful lives of the property, plant and equipment of the Group at December 31, 2024.
Right of use assets — Net book value, depreciation and variable lease expense
The following right-of-use assets were included in property, plant and equipment:
Plant, |
Dunnage |
|||||||
|
Land and |
machinery |
and |
|||||
buildings |
and other |
other |
Total |
|||||
Net book value at December 31, |
|
$’m |
|
$’m |
|
$’m |
|
$’m |
2024 |
|
|
|
|
|
|||
2023 |
|
|
|
|
|
The decrease in the net book value of the right-of-use assets at December 31, 2024 to $
The increase in the net book value of the right-of-use assets at December 31, 2023 to $
Ardagh Metal Packaging S.A.
F-35
The Group incurred variable lease expense of $
Capital commitments
The Group had contracted capital commitments in relation to property, plant and equipment for the year ended December 31, 2024, of $
12. Non-current assets
Year ended December 31, |
|||
2024 |
2023 |
||
$’m |
|
$’m |
|
Customer receivables |
|||
Indirect tax assets |
|||
|
|
||
During the year ended December 31, 2023, a customer of the Group in Brazil, Grupo Petrópolis, filed for a court-supervised reorganization. This process concluded in October 2023 and as a result of the terms and conditions negotiated between the parties and subsequently ratified by the Brazilian court, the Group de-recognized the amount receivable from Grupo Pétropolis previously held in trade and other receivables and recognized a non-current customer receivable, initially measured at fair value in accordance with IFRS 9 'Financial Instruments'. Other non-current customer receivables include amounts recognized in respect of other contractual arrangements.
Non-current indirect taxes principally include indirect tax credits arising in the Americas which are expected to be utilized after more than one year from the reporting date.
13. Deferred tax
The movement in deferred tax assets and liabilities during the year was as follows:
Assets |
Liabilities |
Total |
||||
|
$’m |
|
$’m |
|
$’m |
|
At January 1, 2022 |
|
|
|
( |
|
( |
Credited/(charged) to the income statement (note 7) |
|
|
|
( |
|
|
(Charged)/credited to other comprehensive income |
|
( |
|
|
|
|
Exchange |
|
( |
|
|
|
|
At December 31, 2022 |
|
|
|
( |
|
( |
Credited/(charged) to the income statement (note 7) |
|
|
( |
|
|
|
Charged to other comprehensive income |
|
|
|
|
||
Exchange |
|
|
( |
|
( |
|
At December 31, 2023 |
|
|
|
( |
|
( |
(Charged)/credited to the income statement (note 7) |
|
( |
|
|
( |
|
(Charged)/credited to other comprehensive income |
( |
|
( |
|||
Exchange |
|
( |
|
|
( |
|
At December 31, 2024 |
|
|
|
( |
|
( |
Ardagh Metal Packaging S.A.
F-36
The components of deferred tax assets and liabilities are as follows:
At December 31, |
||||
2024 |
2023 |
|||
|
$’m |
|
$’m |
|
Tax losses |
|
|
||
Employee benefit obligations |
|
|
||
Depreciation timing differences (including leases) |
|
|
||
Provisions |
|
|
||
Other |
|
|
||
|
|
|||
Available for offset |
( |
( |
||
Deferred tax assets |
|
|
||
Intangible assets |
( |
( |
||
Accelerated depreciation and other fair value adjustments (including leases) |
( |
( |
||
Other |
( |
( |
||
( |
( |
|||
Available for offset |
|
|
||
Deferred tax liabilities |
( |
( |
||
The tax (charge)/credit recognized in the consolidated income statement is analyzed as follows:
|
Year ended |
|||||
December 31, |
||||||
2024 |
2023 |
2022 |
||||
|
$’m |
|
$’m |
|
$’m |
|
Tax losses |
|
|
|
|||
Employee benefit obligations |
( |
|
|
|||
Depreciation timing differences (including leases) |
( |
|
|
|||
Provisions |
— |
( |
|
|||
Other deferred tax assets |
— |
|
|
|||
Intangible assets |
|
|
|
|||
Accelerated depreciation and other fair value adjustments (including leases) |
( |
( |
( |
|||
Other deferred tax liabilities |
( |
|
( |
|||
( |
|
|
||||
Deferred tax assets are only recognized on tax loss carry forwards to the extent that the realization of the related tax benefit through future taxable profits is probable based on management’s forecasts. Included within deferred tax assets is an asset of $
The Group did not recognize deferred tax assets of $
Ardagh Metal Packaging S.A.
F-37
provision has been made for temporary differences applicable to investments in subsidiaries as the Group is in a position to control the timing of reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Given that exemptions and tax credits would be available in the context of the Group’s investments in subsidiaries in the majority of jurisdictions in which it operates, the aggregate amount of temporary differences in respect of which deferred tax liabilities have not been recognized would not be material.
14. Inventories
|
At December 31, |
|||
2024 |
2023 |
|||
|
$’m |
|
$’m |
|
Raw materials and consumables |
|
|
|
|
Work-in-progress |
|
|
||
Finished goods |
|
|
|
|
|
|
|
|
|
Certain inventories held by the Group have been pledged as security under the Group’s Global Asset Based Loan Facility (note 20). There were
The amounts recognized as a write-down in inventories or as a reversal of a write-down for the year ended December 31, 2024 were not material (2023: not material).
At December 31, 2024, the hedging loss included in the carrying value of inventories, which will be recognized in the income statement when the related finished goods have been sold is $
15. Trade and other receivables
|
At December 31, |
||||
2024 |
2023 |
||||
|
$’m |
|
$’m |
||
Trade receivables |
|
|
|
|
|
Other receivables and prepayments* |
|
|
|
|
|
Related party receivables (note 27) |
|
|
|||
|
|
|
|
|
|
Other receivables and prepayments include non-financial assets of $
*Prior period Income tax receivable which had been included in Other receivables and prepayments previously has been reclassified on the consolidated statement of financial position to conform to the current year presentation.
The fair values of trade and other receivables approximate the amounts shown above.
Ardagh Metal Packaging S.A.
F-38
Movements on the provisions for impairment of trade receivables are as follows:
|
|
2024 |
|
2023 |
|
$'m |
$'m |
||||
At January 1, |
|
|
|||
Provision for receivables impairment |
|
|
|
||
Receivables written off during the year as uncollectible |
|
— |
( |
||
At December 31, |
|
|
|
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable set out above.
Provisions against specific balances
Significant balances are assessed for evidence of increased credit risk. Examples of factors considered are high probability of bankruptcy, breaches of contract or major concession being sought by the customer. Instances of significant single customer related bad debts are rare.
Providing against the remaining population of customers
The Group monitors actual historical credit losses and adjusts for forward-looking information to measure the level of expected losses. Adverse changes in the payment status of customers of the Group, or national or local economic conditions that correlate with defaults on receivables owing to the Group, may also provide a basis for an increase in the level of provision above historic loss experience.
At December 31, 2024, trade receivables of $
At December 31, |
|||||
2024 |
2023 |
||||
$'m |
$'m |
||||
Up to three months past due |
|
||||
Three to six months past due |
— |
||||
Over six months past due |
|
||||
|
|
||||
Receivables Factoring and Related Programs
The Group participates in several uncommitted accounts receivable factoring and related programs with various financial institutions for certain receivables. Such programs are accounted for as true sales of receivables, as they are either without recourse to the Group or transfer substantially all the risk and rewards to the financial institutions. Receivables of $
Ardagh Metal Packaging S.A.
F-39
16. Contract assets
The following table provides information about significant changes in contract assets:
2024 |
2023 |
|||
|
$’m |
|
$’m |
|
At January 1, |
|
|
||
Transfers from contract assets recognized at beginning of year to receivables |
|
( |
|
( |
Increases as a result of new contract assets recognized during the year |
|
|
|
|
Other (including exchange) |
|
( |
|
|
Balance as at December 31, |
|
|
|
|
17. Cash, cash equivalents and restricted cash
At December 31, |
||||
2024 |
2023 |
|||
|
$’m |
|
$’m |
|
Cash at bank and in hand |
|
|
|
|
Short term bank deposits |
|
|
||
Restricted cash |
|
|
|
|
|
|
|
|
|
18. Equity share capital and share premium
Issued and fully paid shares:
Total shares |
Share capital |
Share premium |
||||
(million) |
$'m |
$'m |
||||
At December 31, 2023 |
|
|
|
|||
Share issuance |
|
— |
— |
|||
At December 31, 2024 |
|
|
|
There were no material share transactions for the year ended December 31, 2024.
The authorized share capital of the Company is set at
19. Financial risk factors
The Group’s activities expose it to a variety of financial risks: capital structure risk, interest rate risk, currency exchange risk, commodity price risk, credit risk and liquidity risk.
Capital structure risk
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern and provide returns to its shareholders. The Group funds its operations primarily from the following sources of capital: borrowings, cash flows and shareholders’ capital. The Group aims to achieve a capital structure that results in an appropriate cost of capital to accommodate material investments or acquisitions, while providing flexibility in short and
Ardagh Metal Packaging S.A.
F-40
medium term funding. The Group also aims to maintain a strong statement of financial position and to provide continuity of financing by having a range of maturities and borrowing from a variety of sources.
The Group’s overall treasury objectives are to ensure sufficient funds are available for the Group to carry out its strategy and to manage certain financial risks to which the Group is exposed, details of which are provided below. The finance committee of the Board (the “Finance Committee”) reviews and monitors the capital structure, financial policies and treasury function in addition to advising the Board on whether to approve financing agreements or arrangements.
Financial risks are managed on the advice of Group Treasury and senior management in conjunction with the Finance Committee. The Group does not permit the use of treasury instruments for speculative purposes, under any circumstances. Group Treasury regularly reviews the level of cash and debt facilities required to fund the Group’s activities, plans for repayment and refinancing of debt, and identifies an appropriate amount of headroom to provide a reserve against unexpected funding requirements.
The Group’s long-term liquidity needs primarily relate to the Group’s growth investment program and the servicing of its debt obligations. Management expect to satisfy the Group’s future long-term liquidity needs through a combination of cash flow generated from operations and, where appropriate, to raise additional financing and to refinance the Group’s debt obligations in advance of their respective maturity. The Group generates substantial cash flow from operations on an annual basis. The Group had $
Additionally, financial instruments, including derivative financial instruments, are used to hedge exposure to interest rate, currency exchange risk and commodity price risk.
One of the Group’s key metrics is the ratio of consolidated external net debt as a multiple of Adjusted EBITDA (see note 4). As at December 31, 2024 the ratio was
Interest rate risk
At December 31, 2024, the interest on the Group’s senior facilities was
Currency exchange risk
The Group presents its consolidated financial statements in U.S. dollar. The functional currency of the Company is the euro.
At December 31, 2024, the Group operated
As a result of the consolidated financial statements being presented in U.S. dollar, the Group’s results are also impacted by fluctuations in the U.S. dollar exchange rate versus the euro.
Ardagh Metal Packaging S.A.
F-41
The Group has a limited level of transactional currency exposure arising from sales or purchases by operating units in currencies other than their functional currencies.
The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of the Group’s foreign operations is managed primarily through borrowings and swaps denominated in the Group’s principal foreign currencies.
Fluctuations in the value of these currencies with respect to the euro functional currency may have a significant impact on the Group’s financial condition and results of operations. The Group believes that a strengthening of the euro exchange rate (the functional currency) by
Commodity price risk
The Group is exposed to changes in prices of energy and its main raw materials, primarily aluminum. Aluminum 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. dollar, fluctuations in the U.S. dollar/euro rate also affect the euro cost of aluminum. Furthermore, the relative price of oil and its by-products may impact our business, affecting our transport, lacquer and ink costs.
Our preferred commodity price risk management mechanism is the use of pass through provisions in our sales contracts. Where we do not have such pass through provisions, we use fixed price supply or derivative agreements to manage commodity price risk. We depend on an active liquid market and available credit lines with suppliers and banks to cover this risk. Our risk management practices are dependent on robust hedging policies and procedures.
Energy price has been exposed to increased volatility in recent years. Where energy pass through provisions in our contracts do not exist, the Group’s policy is to purchase natural gas and electricity by entering into forward price fixing arrangements with suppliers for the majority of the anticipated requirements for the year ahead. Such contracts are used exclusively to obtain delivery of the Group’s anticipated energy supplies. The Group does not trade nor look to profit from such activities. The Group avails of the own use exemption and, therefore, these contracts are treated as executory contracts. Any natural gas and electricity which is not purchased under forward fixed price arrangements is purchased under index tracking contracts or at spot prices. Where entering forward fixed price arrangements with suppliers is not practical, the Group may use derivative contracts with counterparty banks to cover the risk.
Increasing raw material costs over time has the potential, if customers are unable to pass on price increases, to reduce sales volume and could therefore have a significant impact on our business. We are also exposed to possible interruptions of supply of aluminum or other raw materials and any inability to purchase raw materials could negatively impact our operations.
Credit risk
Credit risk arises from derivative contracts, cash and deposits held with banks and financial institutions, as well as credit exposures to the customers of the Group, including outstanding receivables. The policy of the Group is to invest excess liquidity, only with recognized and reputable financial institutions. For banks and financial institutions, only independently rated parties with a minimum rating of “BBB+” from at least
Ardagh Metal Packaging S.A.
F-42
of default is controlled within a policy framework of dealing with high quality institutions and by limiting the amount of credit exposure to any one bank or institution.
The Group’s policy is to extend credit to customers of good credit standing. Credit risk is managed on an on-going basis, by experienced people within the Group. The Group’s policy for the management of credit risk in relation to trade receivables involves periodically assessing the financial reliability of customers, taking into account their financial position, past experience and other factors. Provisions are made where deemed necessary and the utilization of credit limits is regularly monitored. Management does not expect any significant counterparty to fail to meet its obligations. The maximum exposure to credit risk is represented by the carrying amount of each asset. For the year ended December 31, 2024, the
Surplus cash held by the operating entities over and above the balance required for working capital management is transferred to Group Treasury, where practically possible. Group Treasury invests surplus cash in interest-bearing current accounts, money market funds and bank time deposits with appropriate maturities to provide sufficient headroom as determined by the below-mentioned forecasts.
Liquidity risk
The Group is exposed to liquidity risk which arises primarily from the maturing of short term and long term debt obligations and from the normal liquidity cycle of the business throughout the course of a year. The Group’s policy has been to ensure that sufficient resources are available either from cash balances, cash flows or undrawn committed bank facilities, to ensure all obligations can be met as they fall due.
To effectively manage liquidity risk, the Group:
| ● | has committed borrowing facilities that it can access to meet liquidity needs; |
| ● | maintains cash balances and liquid investments with highly-rated counterparties; |
| ● | limits the maturity of cash balances; |
| ● | borrows the bulk of its debt needs under long term fixed rate debt securities; and |
| ● | has internal control processes to manage liquidity risk. |
As described in note 23, the Group has access to independent third-party payable processors. The third-party payable processors are in good financial condition. Based on the total amount of trade payables that are part of the processing and the increase in payment terms compared to comparable payables that are not included, the impact on the Group´s liquidity is not significant.
Cash flow forecasting is performed in the operating entities of the Group and is aggregated by Group Treasury. Group Treasury monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration the Group’s debt financing plans.
Ardagh Metal Packaging S.A.
F-43
20. Financial assets and liabilities
At December 31, 2024, the Group’s net debt and available liquidity was as follows:
|
|
Maximum |
|
Final |
|
|
|
|
||||||
amount |
maturity |
Facility |
Available |
|||||||||||
Facility |
Currency |
drawable |
date |
type |
Amount drawn |
liquidity |
||||||||
Local |
Local |
|
||||||||||||
currency |
currency |
$'m |
$'m |
|||||||||||
m |
m |
|
||||||||||||
|
EUR |
|
|
|
01-Sep-28 |
Bullet |
|
|
|
|
– |
|||
USD |
|
01-Sep-28 |
Bullet |
|
|
– |
||||||||
USD |
|
15-Jun-27 |
Bullet |
|
|
– |
||||||||
EUR |
|
01-Sep-29 |
Bullet |
|
|
– |
||||||||
USD |
|
01-Sep-29 |
Bullet |
|
|
– |
||||||||
Senior Secured Term Loan |
EUR |
|
24-Sep-29 |
Bullet |
|
|
– |
|||||||
Global Asset Based Loan Facility |
USD |
|
06-Aug-26 |
Revolving |
– |
– |
|
|||||||
Bradesco Facility |
BRL |
|
30-Sep-28 |
Bullet |
– |
– |
|
|||||||
Lease obligations |
|
Various |
|
– |
|
Various |
Amortizing |
|
– |
|
|
– |
||
Other borrowings |
|
Various |
|
– |
|
Rolling |
Amortizing |
|
– |
|
– |
|||
Total borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred debt issue costs |
|
|
|
|
|
|
|
|
|
|
|
( |
– |
|
Net borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash |
|
|
|
|
|
|
|
|
|
|
|
( |
|
|
Derivative financial instruments used to hedge foreign currency and interest rate risk |
|
|
|
|
|
|
|
|
|
|
|
|
– |
|
Net debt / available liquidity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Group’s net borrowings of $
A number of the Group’s borrowing agreements contain certain covenants that restrict the Group’s flexibility in areas such as incurrence of additional indebtedness (primarily maximum secured borrowings to Adjusted EBITDA and a minimum Adjusted EBITDA to interest expense), payment of dividends and incurrence of liens. The Global Asset Based Loan Facility is subject to a fixed charge coverage ratio covenant if
Ardagh Metal Packaging S.A.
F-44
At December 31, 2023 the Group’s net debt and available liquidity was as follows:
|
|
Maximum |
|
Final |
|
|
|
|
||||||
amount |
maturity |
Facility |
Available |
|||||||||||
Facility |
Currency |
drawable |
date |
type |
Amount drawn |
liquidity |
||||||||
Local |
Local |
|
||||||||||||
currency |
currency |
$'m |
$'m |
|||||||||||
m |
m |
|
||||||||||||
|
EUR |
|
|
|
01-Sep-28 |
Bullet |
|
|
|
|
– |
|||
USD |
|
01-Sep-28 |
Bullet |
|
|
– |
||||||||
USD |
|
15-Jun-27 |
Bullet |
|
|
– |
||||||||
EUR |
|
01-Sep-29 |
Bullet |
|
|
– |
||||||||
USD |
|
01-Sep-29 |
Bullet |
|
|
– |
||||||||
Global Asset Based Loan Facility |
USD |
|
06-Aug-26 |
Revolving |
– |
- |
|
|||||||
Lease obligations |
|
Various |
|
– |
|
Various |
Amortizing |
|
– |
|
|
– |
||
Other borrowings |
|
Various |
|
– |
|
Rolling |
Amortizing |
|
– |
|
– |
|||
Total borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred debt issue costs |
|
|
|
|
|
|
|
|
|
|
|
( |
– |
|
Net borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash |
|
|
|
|
|
|
|
|
|
|
|
( |
|
|
Derivative financial instruments used to hedge foreign currency and interest rate risk |
|
– |
||||||||||||
Net debt / available liquidity |
|
|
|
|
|
|
|
|
|
|
|
|
||
The following table summarizes movement in the Group’s net debt:
At December 31, |
||||
2024 |
2023 |
|||
|
$’m |
|
$’m |
|
Net (increase)/decrease in cash, cash equivalents and restricted cash per consolidated statement of cash flows* |
( |
|
||
Increase in net borrowings and derivative financial instruments |
|
|
||
(Decrease)/increase in net debt |
( |
|
||
Net debt at January 1, |
|
|
||
Net debt at December 31, |
|
|
||
*Includes exchange losses on cash, cash equivalents and restricted cash
The decrease in net debt primarily includes repayments of borrowings of $
Ardagh Metal Packaging S.A.
F-45
Maturity profile
The maturity profile of the Group’s total borrowings is as follows:
|
At December 31, |
|||
2024 |
2023 |
|||
|
$’m |
|
$’m |
|
Within one year or on demand |
|
|
|
|
Between one and three years |
|
|
|
|
Between three and five years |
|
|
|
|
Greater than five years |
|
|
|
|
Total borrowings |
|
|
|
|
Deferred debt issue costs |
|
( |
|
( |
Net borrowings |
|
|
|
|
Included within total borrowings between one and three years and between three and five years is the Group’s Senior Facilities of $
The maturity profile of the contractual undiscounted cash flows related to the Group’s lease liabilities is as follows:
|
At December 31, |
|||
2024 |
2023 |
|||
|
$’m |
|
$’m |
|
Not later than one year |
|
|
|
|
Later than one year and not later than five years |
|
|
|
|
Later than five years |
|
|
|
|
|
|
|
|
|
The table below analyzes the Group’s financial liabilities (including interest payable) into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contracted undiscounted cash flows.
Derivative |
||||||
Total |
financial |
Trade |
||||
borrowings |
instruments |
payables |
||||
At December 31, 2024 |
|
$’m |
|
$’m |
|
$’m |
Within one year or on demand |
|
|
|
|
||
Between one and three years |
|
|
|
— |
||
Between three and five years |
|
|
|
— |
||
Greater than five years |
|
|
— |
— |
Derivative |
||||||
Total |
financial |
Trade |
||||
borrowings |
instruments |
payables |
||||
At December 31, 2023 |
|
$’m |
|
$’m |
|
$’m |
Within one year or on demand |
|
|
|
|
||
Between one and three years |
|
|
|
— |
||
Between three and five years |
|
|
|
— |
||
Greater than five years |
|
|
— |
— |
Ardagh Metal Packaging S.A.
F-46
The carrying amount and fair value of the Group’s borrowings excluding lease obligations are as follows:
Carrying value |
||||||||
Amount |
Deferred debt |
|||||||
drawn |
issue costs |
Total |
Fair value |
|||||
At December 31, 2024 |
$'m |
$'m |
$'m |
$'m |
||||
Senior Facilities* |
|
|
( |
|
|
|||
Other borrowings |
|
( |
|
|
||||
|
( |
|
|
|||||
Carrying value |
||||||||
Amount |
Deferred debt |
|||||||
drawn |
issue costs |
Total |
Fair value |
|||||
At December 31, 2023 |
$'m |
$'m |
$'m |
$'m |
||||
Senior Facilities* |
|
( |
|
|
||||
Other borrowings |
|
( |
|
|
||||
|
( |
|
|
|||||
*Includes Senior Secured Green Notes, Senior Green Notes and a Senior Secured Term Loan.
Earnout Shares and Private and Public Warrants
Please refer to note 22 for further details about the recognition and measurement of the Earnout Shares as well as the Private and Public Warrants.
Financing activity
2024
On October 7, 2024, AMPSA entered into a new credit facility with Banco Bradesco S.A. in Brazil (the “Bradesco Facility”) for BRL
On September 24, 2024, AMPSA and certain of its subsidiaries entered into an agreement for a new €
The decrease in lease obligations from $
At December 31, 2024 the Group had
Ardagh Metal Packaging S.A.
F-47
2023
Lease obligations at December 31, 2023 of $
At December 31, 2023 the Group had
Effective interest rates
2024 |
2023 |
||||||
USD |
EUR |
USD |
EUR |
||||
— |
— |
||||||
— |
— |
||||||
— |
— |
||||||
— |
— |
||||||
— |
— |
||||||
Senior Secured Term Loan |
— |
— |
— |
||||
2024 |
2023 |
||
Various Currencies |
|||
Lease obligations |
|||
The carrying amounts of net borrowings are denominated in the following currencies.
|
At December 31, |
|||
2024 |
2023 |
|||
|
$’m |
|
$’m |
|
Euro |
|
|
|
|
U.S. dollar |
|
|
|
|
GBP |
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
The Group has undrawn borrowing facilities expiring beyond one year at December 31, 2024, of $
Fair value methodology
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments:
Level 1 |
Quoted prices (unadjusted) in active markets for identical assets or liabilities; |
Level 2 |
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and |
Level 3 |
Inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
Ardagh Metal Packaging S.A.
F-48
There were
Fair values are calculated as follows:
| (i) | Senior Secured Green and Senior Green Notes – the fair value of debt securities in issue is based on valuation techniques in which all significant inputs are based on observable market data and represent Level 2 inputs. |
| (ii) | Global Asset Based Loan Facility, Senior Secured Term Loan and Other borrowings – the fair values of the borrowings in issue are based on valuation techniques in which all significant inputs are based on observable market data and represent Level 2 inputs. |
| (iii) | Cross currency interest rate swaps (“CCIRS”) – the fair value of the CCIRS are based on quoted market prices and represent Level 2 inputs. |
| (iv) | Commodity and foreign exchange derivatives – the fair value of these derivatives are based on quoted market prices and represent Level 2 inputs. |
| (v) | Earnout Shares, Private and Public Warrants – the fair values of the Earnout Shares and Private Warrants are based on valuation techniques using an unobservable volatility assumption which represents Level 3 inputs, whereas the fair value of the Public Warrants is based on an observable market price and represents a Level 1 input. |
| (vi) | Virtual power purchase agreement – the fair value of the embedded derivative (floor price) in the virtual power purchase agreement is based on a valuation technique using an unobservable volatility assumption which represents a Level 3 input. |
Derivative financial instruments
Assets |
Liabilities |
Total |
||||
Contractual |
||||||
Fair |
Fair |
or notional |
||||
values |
values |
amounts |
||||
|
$’m |
|
$’m |
|
$’m |
|
Fair Value Derivatives |
|
|
|
|
|
|
Commodity contracts |
|
|
|
|
||
Forward foreign exchange contracts |
|
|
|
|
||
Cross currency interest rate swaps |
|
|
|
|||
At December 31, 2024 |
|
|
|
|
|
|
Assets |
Liabilities |
Total |
||||
Contractual |
||||||
Fair |
Fair |
or notional |
||||
values |
values |
amounts |
||||
|
$’m |
|
$’m |
|
$’m |
|
Fair Value Derivatives |
|
|
|
|
|
|
Commodity forward contracts |
|
|
|
|
||
Forward foreign exchange contracts |
|
|
|
|
||
Cross currency interest rate swaps |
— |
|
|
|||
At December 31, 2023 |
|
|
|
|
|
|
All cash payments in relation to derivative instruments are paid or received when they mature.
Ardagh Metal Packaging S.A.
F-49
The Group mitigates the counterparty risk for derivatives by contracting with major financial institutions which have high credit ratings.
Virtual Power Purchase Agreement
As part of our sustainability strategy to achieve our climate targets, the Group entered into a virtual power purchase agreement (“vPPA”) in July 2024. The renewable energy generation facility underlying the agreement is managed by the operator. The Group has no rights of determination or control over the use of the facility. The benefits accruing from the virtual power purchase agreement come in the form of two components: a quarterly financial flow from the Group to the developer only if the respective spot electricity price falls below an agreed floor price, and certificates that the Group receives as proof of origin for electricity from renewable energies.
The valuation applied a Black Scholes model, using a key data input for the risk-free rate , with an estimate for volatility . The estimated fair market value at December 31, 2024 was an asset of $
Cross currency interest rate swaps
The Group hedges certain of its borrowing and interest payable thereon using CCIRS, with a net liability position at December 31, 2024 of $
Net investment hedges in foreign operations
The Group has designated $
Commodity forward contracts
The Group hedges a portion of its anticipated metal and energy purchases. Excluding conversion and freight costs, the physical metal and energy deliveries are priced based on the applicable indices agreed with the suppliers for the relevant month. Certain forward contracts are designated as cash flow hedges and the Group has determined the existence of an economic relationship between the hedged item and the hedging instrument based on common indices used. Ineffectiveness may arise if there are changes in the forecasted transaction in terms of pricing, timing or quantities, or if there are changes in the credit risk of the Group or the counterparty. The Group applies a hedge ratio of
Fair values have been based on quoted market prices and are valued using Level 2 valuation inputs. The fair value of these contracts when initiated is $
Forward foreign exchange contracts
The Group operates in a number of currencies and, accordingly, hedges a portion of its currency transaction risk. Certain forward contracts are designated as cash flow hedges and are set so to closely match the critical terms of the underlying cash flows. In hedges of forecasted foreign currency sales and purchases ineffectiveness may arise for similar reasons as outlined for commodity forward contracts.
Ardagh Metal Packaging S.A.
F-50
The fair values are based on Level 2 valuation techniques and observable inputs including the contract prices. The fair value of these contracts when initiated is $
21. Employee benefit obligations
The Group operates defined benefit or defined contribution pension schemes in most of its countries of operation and the assets are held in separately administered funds. The principal funded defined benefit schemes, which are funded by contributions to separately administered funds, are in the United States and the United Kingdom.
Other defined benefit schemes are unfunded and the provision is recognized in the consolidated statement of financial position. The principal unfunded schemes are in Germany.
The contribution rates to the funded plans are agreed with the Trustee boards, plan actuaries and the local pension regulators periodically. The contributions paid in 2024 were those recommended by the actuaries.
In addition, the Group has other employee benefit obligations in certain territories.
Total employee benefit obligations, net of employee benefit assets included within non-current assets, recognized in the consolidated statement of financial position of $
The employee obligations and assets of the defined benefit schemes included in the consolidated statement of financial position are analyzed below:
Germany |
UK* |
U.S and Other** |
Total |
|||||||||||||
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
|||||||||
|
$'m |
|
$'m |
|
$'m |
|
$'m |
|
$'m |
|
$'m |
|
$'m |
|
$'m |
|
Obligations |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
( |
|
( |
|
Assets |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Net (obligations)/assets |
|
( |
|
( |
|
|
|
|
|
( |
|
( |
|
( |
|
( |
*The net employee benefit asset in the UK as at December 31, 2024 and 2023 is included within non-current assets on the statement of financial position.
**Net obligation of ‘Other’ defined benefit schemes at December 31, 2024 is million (2023: million).
Ardagh Metal Packaging S.A.
F-51
The amounts recognized in the consolidated income statement are:
Year ended December 31, |
||||||
2024 |
2023 |
2022 |
||||
|
$’m |
|
$’m |
|
$’m |
|
Current service cost and administration costs: |
|
|
|
|
|
|
Cost of sales – current service cost (note 9) |
|
( |
|
( |
|
( |
SG&A – current service cost (note 9) |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
Cost of sales - Exceptional past service charge |
— |
( |
— |
|||
Finance expense (note 6) |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
The amounts recognized in the consolidated statement of comprehensive income are:
Year ended December 31, |
||||||
2024 |
2023 |
2022 |
||||
|
$’m |
|
$’m |
|
$’m |
|
Remeasurement of defined benefit obligation: |
|
|
|
|
|
|
Actuarial gain arising from changes in demographic assumptions |
|
|
|
|
|
|
Actuarial gain/(loss) arising from changes in financial assumptions |
|
|
|
( |
|
|
Actuarial loss arising from changes in experience |
|
( |
|
( |
|
( |
|
|
|
( |
|
|
|
Remeasurement of plan assets: |
|
|
|
|
|
|
Actual return less expected return on plan assets |
|
( |
|
( |
|
( |
Actuarial (loss)/gain for the year on defined benefit pension schemes |
|
( |
|
( |
|
|
Actuarial gain/(loss) on other long term and end of service employee benefits |
|
|
|
( |
|
|
|
( |
|
( |
|
|
|
The actual return on plan assets was a loss of $
Ardagh Metal Packaging S.A.
F-52
Movement in the present value of defined benefit obligations and fair value of plan assets:
Obligations |
Assets |
|||||||
2024 |
2023 |
2024 |
2023 |
|||||
|
$’m |
|
$’m |
|
$’m |
|
$’m |
|
At January 1, |
|
( |
|
( |
|
|
|
|
Acquired (note 11) |
— |
( |
— |
— |
||||
Transfer |
— |
— |
— |
|
||||
Interest income |
|
— |
|
— |
|
|
|
|
Current service cost |
|
( |
|
( |
|
— |
|
— |
Exceptional past service charge |
|
— |
|
( |
|
— |
|
— |
Interest cost |
|
( |
|
( |
|
— |
|
— |
Administration expenses paid |
— |
— |
— |
( |
||||
Remeasurements |
|
|
|
( |
|
( |
|
( |
Employer contributions |
|
— |
|
— |
|
|
|
|
Employee contributions |
|
( |
|
( |
|
|
|
|
Benefits paid |
|
|
|
|
|
( |
|
( |
Exchange |
|
|
|
( |
|
( |
|
|
At December 31, |
|
( |
|
( |
|
|
|
|
The defined benefit obligations above include $
Interest income and interest cost above does not include interest cost of $
An analysis of the assets held by the plans is as follows:
At December 31, |
||||||||
2024 |
2024 |
2023 |
2023 |
|||||
|
$’m |
|
% |
$’m |
|
% |
||
Target return funds |
|
|
|
|
|
|
||
Bonds |
|
|
|
|
|
|
||
Cash/other |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
The pension assets do not include any of the Group’s ordinary or preference shares, other securities or other Group assets.
Investment strategy
The choice of investments takes account of the expected maturity of the future benefit payments. The plans invest in diversified portfolios consisting of an array of asset classes that attempt to maximize returns while minimizing volatility. The asset classes include fixed income government and non-government securities and real estate, as well as cash.
Ardagh Metal Packaging S.A.
F-53
Characteristics and associated risks
The pension plans in Germany operate under the framework of German Company Pension Law (BetrAVG) and general regulations based on German Labor Law. The entitlements of the plan members depend on years of service and final salary. Furthermore, the plans provide lifelong pensions. No separate assets are held in trust, i.e. the plans are unfunded defined benefit plans. During the year ended December 31, 2019, the Ardagh Group elected to re-design its pension scheme in Germany, moving to a contribution orientated scheme.
The U.K. pension plan is a trust-based U.K. funded final salary defined benefit scheme providing pensions and lump sum benefits to members and dependents. There is one pension plan in place relating to Ardagh Metal Packaging UK Limited and Ardagh Metal Packaging Trading UK Limited. It is closed to new entrants and was closed to future accrual effective December 31, 2018. For this plan, pensions are calculated either based on service to December 31, 2018, with members’ benefits based on earnings as at December 31, 2018, for those members who were still active at that date, or based on service to the earlier of retirement or leaving date for members who stopped accruing benefits prior to December 31, 2018, based on earnings as at retirement or leaving date. The U.K. pension plan is governed by a board of trustees, which includes members who are independent of the Company. The trustees are responsible for managing the operation, funding and investment strategy. The U.K. pension plan is subject to the U.K. regulatory framework, the requirements of The Pensions Regulator and is subject to a statutory funding objective.
In June 2023, the U.K. High Court (Virgin Media Limited v NTL Pension Trustees II Limited) ruled that certain historical amendments, made between April 6, 1997 and April 5, 2016, for contracted-out defined benefit pension plans were invalid if they were not accompanied by the correct actuarial confirmation. The judgment was appealed and in July 2024, the U.K. Court of Appeal upheld the High Court decision.
This ruling could impact the Group’s defined benefit scheme in the U.K., which closed to future accrual effective December 31, 2018 and was contracted-out on a salary-related basis from its inception in 1979 until 2016. The Group and trustees will continue to review this matter. No adjustment has been made in the consolidated financial statements for the year ended December 31, 2024.
Our North American business within our Americas segment sponsors a defined benefit pension plan as a single employer scheme which is subject to Federal law (“ERISA”), reflecting regulations issued by the Internal Revenue Service (“IRS”) and the U.S. Department of Labor. The North American plan covers hourly employees only. Plan benefits are determined using a formula which reflects the employees’ years of service.
Assumptions and sensitivities
The principal pension assumptions used in the preparation of the consolidated financial statements take account of the different economic circumstances in the countries of operations and the different characteristics of the respective plans, including the duration of the obligations. The ranges of the principal assumptions applied in estimating defined benefit obligations were:
Germany |
UK |
U.S. |
||||||||||
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
|||||||
|
% |
|
% |
|
% |
|
% |
|
% |
|
% |
|
Rate of inflation |
|
|
|
|
|
|
|
|
|
|
|
|
Rate of increase in salaries |
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
|
|
|
|
|
|
|
|
|
|
|
Ardagh Metal Packaging S.A.
F-54
Assumptions regarding future mortality experience are based on actuarial advice in accordance with published statistics and experience.
These assumptions translate into the following average life expectancy in years for a pensioner retiring at age 65. The mortality assumptions for the countries with the most significant defined benefit plans are set out below:
Germany |
|
UK |
|
U.S. |
||||||||
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
|||||||
|
Years |
|
Years |
|
Years |
|
Years |
|
Years |
|
Years |
|
Life expectancy, current pensioners |
|
|
|
|
|
|
||||||
Life expectancy, future pensioners |
|
|
|
|
|
|
||||||
If the discount rate were to decrease by
If the inflation rate were to decrease by
If the salary increase rate were to decrease by
The impact of increasing the life expectancy by one year would result in an increase in the net defined benefit obligation of the Group of $
The Group’s best estimate of contributions expected to be paid to defined benefit schemes in 2025 is approximately $
Ardagh Metal Packaging S.A.
F-55
The principal defined benefit schemes are described briefly below at December 31:
Europe |
Europe |
North |
||||
UK |
Germany |
America |
||||
Nature of the schemes |
|
Funded* |
|
Unfunded |
|
Funded |
2024 |
||||||
Active members |
|
— |
|
|
||
Deferred members |
|
|
|
|
||
Pensioners including dependents |
|
|
|
|
||
Weighted average duration (years) |
|
|||||
2023 |
||||||
Active members |
|
— |
|
|
||
Deferred members |
|
|
|
|
||
Pensioners including dependents |
|
|
|
|
||
Weighted average duration (years) |
|
*Census data is updated every 3 years as part of the full valuation for purpose of the UK pension regulator.
The expected total benefit payments for defined benefit and other long term employee benefit obligations for the next five years are:
Subsequent |
||||||||||||
2025 |
2026 |
2027 |
2028 |
2029 |
five years |
|||||||
|
$’m |
|
$’m |
|
$’m |
|
$’m |
|
$’m |
|
$’m |
|
Benefits |
|
|
|
|
|
|
|
The Group also has defined contribution plans. The contribution expense associated with these plans for 2024 was $
Other employee benefits
Long term employee benefit obligations of $
22. Other liabilities and provisions
At December 31, |
||||
2024 |
2023 |
|||
|
$’m |
|
$’m |
|
Other liabilities |
||||
Non-current |
|
|
||
Provisions |
||||
Current |
|
|
|
|
Non-current |
|
|
|
|
|
|
|
||
Ardagh Metal Packaging S.A.
F-56
Other liabilities
Earnout Shares
The Ardagh Group has a contingent right to receive up to
Warrants
AMP warrants are exercisable for the purchase of ordinary shares in AMPSA at an exercise price of $
Put and call arrangements
In conjunction with the NOMOQ acquisition (note 10), the Group has entered into put and call option arrangements for the acquisition of the outstanding non-controlling interest (“NCI”), part of which are treated as a compensation arrangement for accounting purposes, and could result in future payments to the holders of such NCI, depending on the future performance of NOMOQ. The Group has recognized the fair value of the obligation at December 31, 2024 of $
Ardagh Metal Packaging S.A.
F-57
Provisions
Total |
||
provisions |
||
|
$’m |
|
At January 1, 2023 |
|
|
Provided |
|
|
Released |
|
( |
Paid |
|
( |
Exchange |
|
|
At December 31, 2023 |
|
|
Provided |
|
|
Released |
|
( |
Paid |
|
( |
Exchange |
|
( |
At December 31, 2024 |
|
|
Provisions relate mainly to customer quality claims, legal and probable environmental claims of $
The provisions classified as current are expected to be paid in the next twelve months. The timing of non-current provisions is subject to uncertainty.
23. Trade and other payables
At December 31, |
|||||
2024 |
2023 |
||||
|
$’m |
|
$’m |
||
Trade payables |
|
|
|
|
|
Other payables and accruals including other tax and social security payable |
|
|
|
|
|
Payables and accruals for exceptional items |
|
|
|
|
|
Related party payables (note 27) |
|
|
|||
|
|
|
|
||
The fair values of trade and other payables approximate the amounts shown above.
Other payables and accruals mainly comprise accruals for operating expenses. Value added tax payable of $
Trade payables processing
Certain of the Group’s suppliers have access to independent third-party payable processors. The processors allow suppliers, if they choose, to sell their receivables to financial institutions at the sole discretion of both the supplier and the financial institution. The Group does not direct or have any involvement in the sale of these receivables and availing of these arrangements is at the discretion of the supplier. As the original liability to our suppliers remains, including amounts due and scheduled payment dates, and is neither legally extinguished nor substantially modified, the Group continues to present such obligations within trade payables and includes payments to the processors within cash from operations.
Ardagh Metal Packaging S.A.
F-58
Included within trade and other payables at December 31, 2024 is an amount of $
The range of payment due dates for trade payables that are part of the processing at December 31, 2024 are
The Group applied transitional relief available under Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7 and has not provided comparative information in the first year of adoption.
24. Cash generated from operating activities
Year ended |
||||||
December 31, |
||||||
2024 |
2023 |
2022 |
||||
|
$’m |
|
$’m |
|
$’m |
|
(Loss)/profit for the year |
|
( |
|
( |
|
|
Income tax charge/(credit) (note 7) |
|
|
|
( |
|
|
Net finance expense/(income) (note 6) |
|
|
|
|
|
( |
Depreciation and amortization (notes 10, 11) |
|
|
|
|
|
|
Exceptional operating items (note 5) |
|
|
|
|
|
|
Movement in working capital |
|
|
|
|
|
( |
Exceptional costs paid, including restructuring |
|
( |
|
( |
|
( |
Cash generated from operations |
|
|
|
|
|
|
Ardagh Metal Packaging S.A.
F-59
25. Other reserves
Foreign |
||||||||
currency |
Cash flow |
Total |
||||||
translation |
hedge |
Other |
other |
|||||
reserve |
reserve |
reserves |
reserves |
|||||
|
$’m |
|
$’m |
$’m |
|
$’m |
||
January 1, 2022 |
|
( |
|
|
( |
|
( |
|
Total other comprehensive income for the period |
|
|
|
— |
|
|
||
Hedging gains transferred to cost of inventory |
|
— |
( |
— |
|
( |
||
December 31, 2022 |
|
( |
|
|
( |
|
( |
January 1, 2023 |
|
( |
|
|
( |
|
( |
|
Total other comprehensive income/(expense) for the period |
|
|
( |
— |
|
( |
||
Hedging losses transferred to cost of inventory |
|
— |
|
— |
|
|
||
NOMOQ acquisition (note 11) |
— |
— |
( |
( |
||||
December 31, 2023 |
|
( |
|
( |
( |
|
( |
January 1, 2024 |
|
( |
|
( |
( |
|
( |
|
Total other comprehensive income for the period |
|
|
|
|
— |
|
|
|
Hedging losses transferred to cost of inventory |
|
— |
|
|
— |
|
|
|
NOMOQ put and call liability (note 22) |
— |
— |
|
|
||||
December 31, 2024 |
|
— |
|
( |
( |
|
( |
Other reserves includes $ billion arising from the Ardagh Group reorganization which resulted in the Company acquiring the metal packaging operations of Ardagh Group S.A. that occurred during the year ended December 31, 2021.
26. Dividends
Year ended December 31, |
||||
|
2024 |
|
2023 |
|
$'m |
$'m |
|||
Cash dividends on ordinary shares declared and paid: |
|
|||
Interim dividend: $ |
||||
Interim dividend: $ |
||||
Interim dividend: $ |
||||
Interim dividend: $ |
||||
Cash dividends on preferred shares declared and paid: |
||||
Interim dividend |
||||
Interim dividend |
||||
Interim dividend |
||||
Interim dividend |
||||
2024
On February 20, 2024, the Board approved an interim dividend of $
Ardagh Metal Packaging S.A.
F-60
approved an interim dividend on the annual
On April 23, 2024, the Board approved an interim dividend cash $
On July 23, 2024, the Board approved an interim dividend cash $
On October 22, 2024, the Board approved an interim dividend of $
2023
On February 21, 2023, the Board approved an interim dividend of $
On April 25, 2023, the Board approved an interim dividend of $
On July 25, 2023, the Board approved an interim dividend of $
On October 24, 2023, the Board approved an interim dividend of $
27. Related party transactions and information
(i) |
Interests of Paul Coulson |
At February 25, 2025, the approval date of these consolidated financial statements, ARD Holdings S.A., the ultimate parent company of Ardagh Metal Packaging S.A. is controlled by Paul Coulson, as a result of his
Ardagh Metal Packaging S.A.
F-61
ownership in the shares of AMPSA. However, based upon the definition of “beneficial owner” under U.S. securities laws, he may be deemed to have shared beneficial ownership of the ordinary shares held by Ardagh Investments Sarl by virtue of his control of ARD Holdings S.A. and Ardagh Group S.A..
(ii) |
Common directorships |
Herman Troskie, Paul Coulson, and Damien O’Brien, who serve as directors on the board of the Company also serve as directors on the board of Ardagh Group S.A.. Paul Coulson who serves as a director on the board of the Company also serves as a director on the board of ARD Holdings S.A. and in the Yeoman group of companies.
(iii) Yeoman Capital S.A.
At December 31, 2024, Yeoman Capital S.A. owned
(iv) Key management compensation
Key management are those persons who have the authority and responsibility for planning, directing and controlling the activities of the Group. Key management is comprised of the members who served on the Board and the Group’s executive leadership team during the reporting period. Key management include individuals who provide services to AMPSA while the related costs are fully borne by the Ardagh Group. An allocation of the compensation attributable for these services is included below. The amount outstanding at December 31, 2024, was $
Salaries and other short-term employee benefits related to key management for the year ended December 31, 2024, was $
(v) Transactions and balances with Other Related Parties
Trivium Packaging B.V. (“Trivium”) and its subsidiaries are related parties of AMPSA. There were no material transactions with Trivium during the year ended December 31, 2024.
For the year ended December 31, 2024, related party transaction and balances include the Group’s pension schemes (note 21), the Services Agreement and the Joint IT Assets Agreement between AMPSA and the Ardagh Group (please see below and note 10, respectively), a lease agreement between AMPSA and the Ardagh Group (notes 11 and 20), Earnout shares (note 22), movement in working capital, including costs reimbursed by the Ardagh Group of $
In 2021, the Ardagh Group and AMPSA entered into a Services Agreement, pursuant to which the Ardagh Group, either directly or indirectly through its affiliates, shall provide certain corporate and business-unit services to AMPSA and its subsidiaries, and AMPSA, either directly or indirectly through its affiliates, shall provide certain corporate and business-unit services to the Ardagh Group and its affiliates (other than AMPSA and its subsidiaries). The services pursuant to the Services Agreement include typical corporate functional support areas in order to compliment the activities in areas which exist within AMPSA. For each calendar year from 2021 through 2024, as consideration for the corporate services provided by the Ardagh Group to AMPSA, AMPSA has provided corporate services to the
Ardagh Metal Packaging S.A.
F-62
Ardagh Group and has incurred an expense of $
Other changes in intercompany balances represent unsettled amounts between the Group and the rest of the Ardagh Group in relation to the transactions listed above.
With the exception of the balances outlined in (i) to (v) above, there are no material balances outstanding with related parties at December 31, 2024.
(vi) Subsidiaries
The following table provides information relating to our principal operating subsidiaries, all of which are wholly owned, at December 31, 2024.
Country of |
||
Company |
|
incorporation |
Ardagh Metal Packaging Manufacturing Austria GmbH |
|
Austria |
Ardagh Metal Packaging Trading Austria GmbH |
|
Austria |
Ardagh Metal Packaging Brasil Ltda |
|
Brazil |
Ardagh Indústria de Embalagens Metálicas do Brasil Ltda. |
|
Brazil |
Ardagh Metal Packaging Trading France SAS |
|
France |
Ardagh Metal Packaging France SAS |
|
France |
Ardagh Metal Packaging Germany GmbH |
|
Germany |
Ardagh Metal Packaging Trading Germany GmbH |
|
Germany |
Ardagh Metal Packaging Trading Netherlands B.V. |
|
Netherlands |
Ardagh Metal Packaging Netherlands B.V. |
|
Netherlands |
Ardagh Metal Packaging Trading Poland Sp. z o.o |
|
Poland |
Ardagh Metal Packaging Poland Sp. z o.o |
|
Poland |
Ardagh Metal Packaging Trading Spain SLU |
|
Spain |
Ardagh Metal Packaging Spain SLU |
|
Spain |
Ardagh Metal Packaging Europe GmbH |
|
Switzerland |
Ardagh Metal Packaging Trading UK Limited |
|
United Kingdom |
Ardagh Metal Packaging UK Limited |
|
United Kingdom |
Ardagh Metal Packaging USA Corp. |
|
United States |
A number of the above legal entities act as subsidiary guarantor for the debt of the Company at December 31, 2024.
Ardagh Metal Packaging S.A.
F-63
28. Contingencies
Environmental issues
The Group is regulated under various national and local environmental, occupational health and safety and other governmental laws and regulations relating to:
| ● | the operation of installations for manufacturing of metal packaging and surface treatment using solvents; |
| ● | the generation, storage, handling, use and transportation of hazardous materials; |
| ● | the emission of substances and physical agents into the environment; |
| ● | the discharge of waste water and disposal of waste; |
| ● | the remediation of contamination; |
| ● | the design, characteristics, collection and recycling of its packaging products; and |
| ● | the manufacturing and servicing of machinery and equipment for the metal packaging industry. |
The Group believes, based on current information, that it is in substantial compliance with applicable environmental laws and regulations and permit requirements. It does not believe it will be required, under existing or anticipated future environmental laws and regulations, to expend amounts, over and above the amounts accrued, which will have a material effect on its business, financial condition or results of operations or cash flows. In addition, no material proceedings against the Group arising under environmental laws are pending. Finally, the Group believes that the potential impact of climate change, including permit compliance, property damage and business disruption, on the Group has not resulted in a contingent obligation at December 31, 2024.
Legal matters
The Group is involved in certain legal proceedings arising in the normal course of its business. The Group believes that none of these proceedings, either individually or in aggregate, are expected to have a material adverse effect on its business, financial condition, results of operations or cash flows.
29. Events after the reporting period
On February 25 , 2025, the Board approved an interim dividend of $
30. Company financial information
This note has been included in these consolidated financial statements in accordance with the requirements of Regulation S-X rule 12.04 Condensed financial information of registrant. The financial information provided below relates to the individual company financial statements for the Company as presented in accordance with IFRS Accounting Standards as issued by the IASB. The statement of comprehensive income and the statement of cash flows reflect the years ended December 31, 2024, 2023 and 2022.
Ardagh Metal Packaging S.A.
F-64
Certain information and footnote disclosures normally included in financial statements prepared in accordance with IFRS Accounting Standards have been condensed or omitted. The footnote disclosures contain supplemental information only and, as such, these statements should be read in conjunction with the notes to the accompanying consolidated financial statements.
The individual company financial information has been prepared using the same accounting policies as set out in the consolidated financial statements, except that investments in subsidiaries are included at cost less any provision for impairment in value.
The functional currency of the Company is euro and accordingly, the individual company financial statements set out below is presented in euro.
| (i) | Statement of comprehensive income |
Year ended December 31, |
|||||
2024 |
2023 |
2022 |
|||
€’m |
€’m |
€’m |
|||
Other income |
|
— |
— |
||
Other external charges |
( |
( |
( |
||
Finance (expense)/income |
( |
( |
|
||
Loss before exceptional items |
( |
( |
( |
||
Exceptional operating income/(costs) (iv) |
|
|
( |
||
Exceptional finance income (iv) |
|
|
|
||
Impairment of investments in subsidiary undertakings (v) |
( |
— |
— |
||
(Loss)/profit before tax |
( |
|
|
||
Income tax credit |
|
— |
— |
||
(Loss)/profit and total comprehensive (expense)/income for the year |
( |
|
|
||
Ardagh Metal Packaging S.A.
F-65
| (ii) | Statement of financial position |
At December 31, |
|||
2024 |
2023 |
||
€’m |
€’m |
||
Non-current assets |
|||
Investments in subsidiary undertakings |
|
|
|
|
|
||
Current assets |
|||
Amounts receivable from subsidiary undertakings |
|
— |
|
Other receivables and prepayments |
|
— |
|
|
— |
||
Total assets |
|
|
|
Equity attributable to owners of the parent |
|||
Equity share capital |
|
|
|
Share premium |
|
|
|
Legal reserve |
|
|
|
Other reserves |
( |
( |
|
Retained earnings |
( |
( |
|
Total equity |
|
|
|
Non-current liabilities |
|||
Amounts payable to subsidiary undertakings |
|
— |
|
Amounts payable to related parties (vi) |
|
|
|
Other liabilities (vii) |
|
|
|
|
|
||
Current liabilities |
|||
Amounts payable to subsidiary undertakings |
|
|
|
|
|
||
Total liabilities |
|
|
|
Total equity and liabilities |
|
|
|
Ardagh Metal Packaging S.A.
F-66
(iii) Statement of cash flows
Year ended December 31, |
|||||
2024 |
2023 |
2022 |
|||
€’m |
€’m |
€’m |
|||
Cash flows from operating activities |
|||||
Cash used in operations |
( |
( |
( |
||
Net cash used in operating activities |
( |
( |
( |
||
Cash flows from financing activities |
|||||
Proceeds from borrowings with subsidiary undertakings |
|
|
|
||
Dividends paid (viii) |
( |
( |
( |
||
Proceeds from share issuance |
— |
— |
|||
Treasury shares purchased |
— |
— |
( |
||
Net cash inflow from financing activities |
|
|
|||
Net decrease in cash and cash equivalents |
— |
— |
— |
||
Cash and cash equivalents at the beginning of the year |
— |
— |
— |
||
Exchange gains on cash and cash equivalents |
— |
— |
— |
||
Cash and cash equivalents at end of year |
— |
— |
— |
||
(iv) Exceptional income/(costs)
Exceptional operating income of €
(v) Impairment in investments in subsidiary undertakings
At December 31, 2024, Management have assessed the recoverable amount of its investments in subsidiary undertakings and concluded that an impairment charge of €
(vi) Amounts payable to related parties
Amounts payable to related parties at December 31, 2024 relate to the Earnout Shares which are issuable by AMPSA to the Ardagh Group - see notes 22 and 27.
(vii) Other liabilities
Other liabilities relate to the Public and Private Warrants – see note 22.
(viii) Dividends paid
During the year the Company paid dividends to its equity holders of €
Ardagh Metal Packaging S.A.
F-67
(ix) Commitments and contingencies
The Company has guaranteed certain liabilities of a number of its subsidiaries for the year ended December 31, 2024 including guarantees under Section 357 of the Irish Companies Act, 2014 and Section 264 of the German Commercial Code. Furthermore, the Company has assumed joined and several liability in accordance with Section 403, Book 2 of the Dutch Civil Code for the liabilities of a number of its Dutch subsidiaries.
With exception of the above guarantees the Company had no commitments and contingencies at December 31, 2024.
(x) Additional information
The following reconciliations are provided as additional information to satisfy the Schedule I SEC Requirements for parent-only financial information and are presented in both euro and U.S. dollars.
Year ended December 31, |
|||||
2024 |
2023 |
2022 |
|||
€'m |
€'m |
€'m |
|||
IFRS (loss)/profit reconciliation: |
|||||
Parent only-IFRS (loss)/profit for the year |
( |
|
|
||
Additional gain/(loss) if subsidiaries had been accounted for using the equity method of accounting as opposed to cost |
|
( |
|
||
Consolidated IFRS (loss)/profit for the year |
( |
( |
|
||
At December 31, |
|||
2024 |
2023 |
||
€’m |
€’m |
||
IFRS equity reconciliation: |
|||
Parent only-IFRS equity |
|
|
|
Additional loss if subsidiaries had been accounted for using the equity method of accounting as opposed to cost |
( |
( |
|
Consolidated-IFRS equity |
( |
|
|
Year ended December 31, |
|||||
2024 |
2023 |
2022 |
|||
$'m |
$'m |
$'m |
|||
IFRS (loss)/profit reconciliation: |
|||||
Parent only-IFRS (loss)/profit for the year |
( |
|
|||
Additional gain/(loss) if subsidiaries had been accounted for using the equity method of accounting as opposed to cost |
|
( |
|
||
Consolidated IFRS (loss)/profit for the year |
( |
( |
|
||
Ardagh Metal Packaging S.A.
F-68
Ardagh Metal Packaging S.A.
F-69