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Notice of conditional redemption


ISIN
CUSIP
Rule 144A
US03969AAJ97 03969A AJ9
Regulation S
USG04586AK28
G04586 AK2


Ardagh Packaging Finance plc and Ardagh Holdings USA Inc. (the “Issuers”) give notice to the holders of the 7.250% Senior Notes due 2024 issued on May 16, 2016 (the “Notes”) of conditional redemption of the Notes in full in accordance with paragraph 6(c) thereof and Article 3 of the indenture dated as of May 16, 2016 (as amended and supplemented, the “Indenture”) between, among others, the Issuers, Citibank, N.A., London Branch, as trustee, principal paying agent and transfer agent (the “Trustee”), Citibank, N.A., as U.S. paying agent and Citigroup Global Markets Deutschland AG, as registrar. All capitalized terms used herein not defined shall have the meanings assigned to such terms in the Indenture.

The redemption will be subject to the condition that the Issuer has received the necessary funds to redeem the Notes on or prior to the Redemption Date (the “Condition”). The Issuers may, in their sole discretion, delay the redemption until such time as the Condition is satisfied. The Issuer shall provide notice to the Trustee and the Paying Agents no later than 12:00pm London time on the Redemption Date as to whether the Condition has been satisfied. The terms and conditions of the redemption are as follows:

  1. The redemption date for the Notes will be August 14, 2019 (the “Redemption Date”) and the record date will be August 13, 2019.
  2. The redemption price for the Notes is $1,769,300,958.33, which comprises the principal amount of $1,650,000,000, a redemption premium of $89,727,000.00, Additional Amounts, if any, and accrued and unpaid interest to the Redemption Date of $29,573,958.33 (the “Redemption Price”). Investors are advised to inform themselves of the specific redemption payment calculations provided for in the Indenture.
  3. The Principal Paying Agent is Citibank, N.A., London Branch, Citigroup Centre, Canada Square, Canary Warf, 14th Floor, London, E14 5LB, United Kingdom. The U.S. Paying Agent is Citibank, N.A., 388 Greenwich Street, New York, NY 10013, United States.
  4. The Notes must be surrendered to the Principal Paying Agent or the U.S. Paying Agent, as applicable, to collect the Redemption Price.
  5. No representation is made by the Issuers, the Trustee or Paying Agents as to the correctness of the ISIN, CUSIP or Common Code numbers either as printed on the Notes or as contained in this notice of redemption. Reliance may be placed only on the other identification numbers printed on the Notes.
  6. Unless the Issuers default in paying the Redemption Price, interest on the Notes called for redemption shall cease to accrue on and after the Redemption Date.
  7. The Notes are being redeemed pursuant to paragraph 6(c) of the Notes and Section 3.01 of the Indenture.
  8. This notice of redemption is given on July 29, 2019 pursuant to paragraph 8 of the Notes and Section 3.04 of the Indenture.

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