Ardagh Packaging Finance and Ardagh Holdings intend to raise approximately €1.8B equivalent of debt financing to repay 7.125% Senior Notes due 2017 and 7.375% first priority senior secured notes due 2017

Elyse Blye

LUXEMBOURG , June 20, 2014 (press release) – Ardagh Packaging Finance plc and Ardagh Holdings USA Inc., as co-issuers, intend to raise a total of approximately €1.8 billion equivalent (USD/EUR) of debt financing as follows:

€1,155 million in an offering of First Priority Senior Secured Notes due 2022
$430 million in an offering of First Priority Senior Secured Floating Rate Notes due 2019
and
$440 million in an offering of Senior Notes due 2021 (collectively the “Notes”)

The net proceeds from the issuance and sale of the Notes, together with the proceeds from the proposed divestment of six Anchor Glass plants (the “Divestment”), will be used to repay in full the 7.125% Senior Notes due 2017 and the 7.375% First Priority Senior Secured Notes due 2017.

The Group will promptly launch a tender offer based on the make whole calculation in respect of the 7.375% First Priority Senior Secured Notes due 2017. The 7.125% Senior Notes due 2017 will be called promptly upon closing of the new financings.

On a pro forma basis, after giving effect to the completed acquisition of Verallia North America (“VNA”) and the Divestment, Ardagh Group had revenue and EBITDA of €4,806 million and €748 million, respectively, for the last twelve months ended 31 March 2014. Following the completion of the VNA acquisition, operational and administrative cost synergies of approximately €45 million (or $60 million) are estimated over the next three years. Most of this will be achieved within two years of closing, in addition to an increase of EBITDA in the first year after the VNA acquisition due to accounting policy alignments of approximately €11 million (or $15 million).

On 18 June 2014, the Federal Trade Commission (“FTC”) approved the Divestment. This is expected to complete in late June or early July.

For further information on recent developments investors are referred to Ardagh’s first quarter 2014 bondholder report and transcript of its quarterly investor call, including the Chairman’s opening remarks, at www.ardaghgroup.com.

Ardagh Group is a global leader in packaging solutions, producing metal and glass packaging for most of the world's leading food, beverage and consumer care brands. After giving effect to the proposed divestment referred to above, Ardagh operates 94 production facilities in 23 countries and employs approximately 19,500 people.

20 June 2014

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 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 of 1933 and outside the United States in accordance with Regulation S under the U.S. Securities Act of 1933.

The offering of 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.

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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