Ardagh Group Announces Redemption of $800 million 6.000% Senior Notes due 2025

Published: August 6, 2021

NOTICE OF CONDITIONAL REDEMPTION

ISIN CUSIP

Rule 144A US03969AAL44 03969A AL4

Regulation S USG04586AM83 G04586 AM8

Ardagh Packaging Finance plc and Ardagh Holdings USA Inc. (the “Issuers”) give notice to the holders of the 6.000% Senior Notes due 2025 issued on January 30, 2017 (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 January 30, 2017 (as amended and supplemented, the “Indenture”) between, among others, the Issuers, Citibank, N.A., London Branch, as trustee (the “Trustee”), principal paying agent and transfer agent, Citibank, N.A., as U.S. paying agent and Citigroup Global Markets Europe AG (f/k/a 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 Issuers have received the necessary funds to redeem the Notes on or prior to the Redemption Date (as defined below) (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 10:00 a.m. London time on the Redemption Date (as defined below) 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 15, 2021 (the “Redemption Date”) and the record date will be August 13, 2021.

2. The redemption price for the Notes is $847,996,820.00, which comprises the principal amount of $799,997,000.00, a redemption premium of $23,999,910.00, Additional Amounts, if any, and accrued and unpaid interest to the Redemption Date of $23,999,910.00 (the “Redemption Price”). Investors are advised to inform themselves of the specific redemption payment calculations provided for in the Indenture.

3. The Redemption Price will be payable on the first Business Day following the Redemption Date, which will be August 16, 2021.

4. The Principal Paying Agent is Citibank, N.A., London Branch, Citigroup Centre, Canada Square, Canary Wharf, London, E14 5LB, United Kingdom. The U.S. Paying Agent is Citibank, N.A., 388 Greenwich Street, New York, NY 10013, United States.

5. The Notes must be surrendered to the Principal Paying Agent or the U.S. Paying Agent, as applicable, to collect the Redemption Price.

6. No representation is made by the Issuers, the Trustee or Paying Agents as to the correctness of the ISIN or CUSIP 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.

7. Unless the Issuers and the Guarantors default in paying the Redemption Price, interest on the Notes called for redemption shall cease to accrue on and after the Redemption Date.

8. The Notes are being redeemed pursuant to paragraph 6(c) of the Notes and Section 3.01 of the Indenture.

9. This notice of redemption is given on August 5, 2021 pursuant to paragraph 8 of the Notes and Section 3.04 of the Indenture.