SCHEDULE TO
This Tender Offer Statement on Schedule TO relates to the invitation by Ardagh Group S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg having its registered office at 56, Rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B 160804 (“AGSA”), for its shareholders to tender any and all issued and outstanding AGSA Class A Common Shares, with a nominal value of EUR 0.01 per share (each, an “AGSA Share”) in exchange for shares, with a nominal value of EUR 0.01 per share (“AMPSA Shares”), of Ardagh Metal Packaging S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg having its registered office at 56, Rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under registration number B 251465 (“AMPSA”). The exchange offer is being made upon the terms and subject to the conditions set forth in the offer to exchange/prospectus, dated September 7, 2021, the applicable letter of transmittal and other related materials as may be amended or supplemented from time to time. This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended.
The offer to exchange/prospectus and the letter of transmittal form part of AMPSA’s Registration Statement on Form F-4 (Reg. No. 333-259225) filed with the Securities and Exchange Commission on September 1, 2021, as amended on September 7, 2021 (as may be amended or supplemented from time to time, the “Registration Statement”).
The information in the offer to exchange/prospectus and the letter of transmittal is incorporated by reference in answer to Items 1 through 11 in this Tender Offer Statement on Schedule TO.
ITEM 1. SUMMARY TERM SHEET
The information set forth in the section captioned “Summary of the Offer to Exchange/Prospectus” of the offer to exchange/prospectus is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
(a) Name and Address: The name of the subject company is Ardagh Group S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 56, Rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B 160804. The address of its principal executive offices is: 56, Rue Charles Martel, L-2134 Luxembourg, Luxembourg and its telephone number is +352 26 25 85 55.
(b) Securities: This Schedule TO relates to AGSA’s Class A Common Shares, with a nominal value of EUR 0.01 per share. According to AGSA, as of the close of business on September 3, 2021, there were 18,672,136 AGSA Shares issued and outstanding.
(c) Trading Market and Price: The information set forth in the section of the offer to exchange/prospectus captioned “Comparative Market Price and Dividend Information” is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
(a) Name and Address: AGSA is the filing company and the subject company. The information set forth under Item 2(a) above and in the section of the offer to exchange/prospectus captioned “Interests of Certain Persons in the Exchange Offer” is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION
(a) Material Terms: The information set forth in the sections of the offer to exchange/prospectus captioned “Summary of the Offer to Exchange/Prospectus”, “The Transaction”, “The Exchange Offer — Terms of the Exchange Offer”, “The Exchange Offer — Extension; Amendment; Termination”,