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Pricing of Upsized US$2.2 billion Equivalent (US$/EUR) Offering

Ardagh Group (“Ardagh” or “the Group”) announces that it has priced a total offering of US$2.2 billion, upsized from an initial US$1.9 billion in response to strong demand, comprising:

  • EUR750 million Senior Secured Notes due March 2024 at a coupon of 2.750%;
  • US$715 million Senior Secured Notes due September 2022 at a coupon of 4.250% which Ardagh intends to swap into Euros with a fixed interest cost in Euro of approximately 2.2%; and
  • US$700 million of add-on 6.000% Senior Notes due February 2025, priced at 101.5, representing an effective interest cost to Ardagh of 5.750%, (collectively the “Notes”).

Proceeds from the issuance of the Notes, net of expenses, will be used to

  • Redeem EUR750 million 4.250% First Priority Senior Secured Notes due 2022;
  • Redeem in full the US$265 million First Priority Senior Secured Floating Rate Notes due 2019;
  • Repay in full the US$663 million Term Loan B Facility;
  • Redeem in full the US$415 million 6.750% Senior Notes due 2021; and
  • Pay accrued interest and applicable redemption premia.

This transaction is consistent with the Group’s aim to seek to optimise the cost, maturity and flexibility of its capital structure. This transaction will be immediately earnings accretive, with a reduction in annual interest payments of approximately EUR22 million. The average tenor of the funds raised is 6.8 years and, following completion, Ardagh will have no debt maturities arising before 2021. The Group intends to continue its de- leveraging, through EBITDA growth, as well as the use of cash generated from operations and the proceeds of its planned IPO to repay debt.

Paul Coulson, Chairman, said

“Ardagh is delighted with the continued strong support it has received from a very broad investor base in this upsized bond issue. Coupons of 2.750% on 7-year secured Euro debt and 5.750% on 8-year unsecured US dollar debt represent new lows in funding costs for the Group, while swapping 5.5 year secured US dollar debt at 4.250% provides funding in Euro at 2.2%. These coupons reflect our strong positions in attractive end-markets, as well as our record of growth in earnings and cash generation. As we progress towards the IPO of our business we look forward to the continued development of the Group.”

This release is for information purposes only and is not an offer to purchase, or a solicitation of an offer to purchase, any of the 4.250% First Priority Senior Secured Notes due 2022, the US$265 million First Priority Senior Secured Floating Rate Notes due 2019 or the 6.750% Senior Notes due 2021.

Ardagh Group is a global leader in metal and glass packaging solutions, producing packaging for most of the world's leading food, beverage and consumer brands. It operates 109 facilities in 22 countries, employing approximately 23,500 people and has global sales of approximately €7.7 billion.

The Notes have not been registered under the U.S. Securities Act of 1933, as amended, or any U.S. State security laws. Accordingly, the Notes have been offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933 and outside the United States in accordance with Regulation S under the U.S. Securities Act of 1933.

The offering of Notes has been 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.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities referred to in this announcement, in any jurisdiction, including the United States, in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Securities may not be offered or sold in the United States absent registration under the Securities Act, or an exemption from registration.

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