Ardagh: notice of conditional redemption of senior notes due 2024

Ardagh Packaging Finance plc and Ardagh Holdings USA Inc. (the “Issuers”) give notice to the holders of the 2.750% Senior Secured Notes due 2024 issued on March 8, 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 March 8, 2017 (as amended and supplemented, the “Indenture”) between, among others, the Issuers, Citibank, N.A., London Branch, as trustee (the “Trustee”), principal paying agent, transfer agent and security 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 Issuer has 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 June 15, 2020 (the “Redemption Date”) and the record date will be June 12, 2020.

2. The redemption price for the Notes is 755,973,875.63 EUR, which comprises the principal amount of 740,697,000.00 EUR, a redemption premium of 10,184,583.75 EUR, Additional Amounts, if any, and accrued and unpaid interest to the Redemption Date of 5,092,291.88 EUR (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 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.

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 June 5, 2020 pursuant to paragraph 8 of the Notes and Section 3.04 of the Indenture.

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