Ardagh Group announces the offering of $160,000,000 7.375% First Priority Senior Secured Notes due 2017 and $250,000,000 9.125% Senior Notes due 2020

17 January 2012. Ardagh Packaging Finance plc, a subsidiary of Ardagh Packaging Holdings Limited (together with its subsidiaries, the "Group"), announces the offer of $160,000,000 7.375% First Priority Senior Secured Notes due 2017 (the "Senior Secured Notes") and, jointly and severally with Ardagh MP Holdings USA Inc., the offer of $250,000,000 9.125% Senior Notes due 2020 (the "Senior Notes" and, together with the Senior Secured Notes, the "Offered Notes").

The Senior Secured Notes, if issued, will constitute a single class of notes with the $375,000,000 7.375% senior secured notes issued on 8 October 2010 (the "Existing Senior Secured Notes"). The Senior Secured Notes will be guaranteed on a senior basis by Ardagh Packaging Holdings Limited and certain of its wholly owned subsidiaries and will benefit from the same security as the Existing Senior Secured Notes. The Senior Notes will be guaranteed on a senior basis by Ardagh Packaging Holdings Limited and on a senior subordinated basis by certain of its wholly owned subsidiaries.

The net proceeds from the issuance and sale of the Offered Notes will be used for general corporate purposes, including to pay, together with cash on balance sheet, for the acquisitions under consideration described under "Recent Developments and Trading Update" below. If any or all of such acquisitions are not completed, the Group expects to apply the net proceeds from the sale of the Offered Notes, in whole or in part, to repay existing indebtedness or for other general corporate purposes.

The Offered Notes (and the associated guarantees) have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. State securities laws.  Accordingly, the Offered Notes are being offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act and outside the United States in accordance with Regulation S under the U.S. Securities Act.

Recent Developments and Trading Update

Acquisitions

On December 21, 2011, the Group entered into an agreement to acquire, subject to certain closing conditions, the Boxal group of companies (‘‘Boxal’’ and, the potential acquisition thereof, the ‘‘Boxal Acquisition’’) in a transaction involving a total consideration of approximately €85 million. Boxal is a technically advanced aluminum container manufacturer supplying aerosols and bottles to a wide variety of industries including cosmetics, pharmaceutical, food and beverages. It is a recognized world leader in packaging solutions with manufacturing plants principally in France and the Netherlands. The Boxal Acquisition is subject to certain closing conditions (including the acquisition by Boxal of an aluminum container manufacturer in Hungary) and there can be no assurance that it will be completed. In addition to the Boxal Acquisition, we are presently in advanced discussions with the relevant vendors for the potential acquisitions of two other unrelated businesses which are active in the sectors in which we operate. If we reach agreement with either (or both) of the potential vendors on the terms of the relevant transactions, we will make public announcements as necessary. We cannot, however, provide any assurance that the Boxal Acquisition will be completed or that either of the other potential acquisitions will be contractually agreed and, if so agreed, will be completed.

New Securitization Program

We are presently in discussions with a large financial institution in connection with the establishment of a new trade receivables securitization program (the ‘‘New Securitization Program’’) for up to €150 million under the terms of a secured receivables facility agreement. We presently expect to finalize the relevant documentation and establish the New Securitization Program in the near future. If the New Securitization Program is established, it is our present intention to replace, over time, our existing working capital facilities with facilities under the New Securitization Program. We cannot, however, provide any assurance that the New Securitization Program will be established. 

Trading Update

Our expectations regarding operating and financial performance in the fourth quarter of 2011 (which are currently based on internal management estimates and are subject to confirmation or change in our annual report for 2011) are as follows:

• Revenues to be broadly in line with those of the fourth quarter of 2010; 
  
• EBITDA to be lower by a high single digit percentage than that of the fourth quarter of 2010;
  
• Capital expenditures for the full year 2011 to be lower than that of the prior year by a low double digit percentage;
  
• Cash flow generation in the fourth quarter of 2011 to be in line with our internal management expectations, driven by the seasonal release of working capital.

17 January 2012

This announcement is not an offer of any security for sale in the United States. This announcement does not constitute an offer to sell or the solicitation of an offer to buy any Offered Notes, nor will there be any sale of Offered Notes referred to in this announcement, in any jurisdiction, including the United States, in which such offer, solicitation or sale is not permitted. The Offered Notes may not be offered or sold in the United States absent registration under the U.S. Securities Act, or an exemption from registration, and any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer and that will contain detailed information about the company and management, as well as financial statements.

This announcement is not intended for general distribution to persons in the United States (other than qualified institutional buyers within the meaning of Rule 144A of the Securities Act or "accredited investors" within the meaning of the Rule 506 under the Securities Act). If you are not a qualified institutional buyer or an accredited investor, this communication is not intended for you and you should not place any reliance on any statements made herein.

The offer and sale of the Offered Notes will be made pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the European Economic Area, from the requirement to produce a prospectus for offers of securities. This announcement does not constitute an advertisement for the purposes of the Prospectus Directive.

18 January, 2012
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