TIDMSKG
RNS Number : 1043T
Smurfit Kappa Group PLC
24 March 2016
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS
EQUIVALENT DOCUMENT AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING
HEREIN FORMS THE BASIS FOR ANY OFFER TO PURCHASE OR SUBSCRIBE FOR
ANY SHARES OR OTHER SECURITIES IN THE COMPANY. NOR SHALL IT FORM
THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER.
Smurfit Kappa Group plc
SKG.I SKG.L
Notification of Transfer(s) from a Standard Listing to a
Premium
Listing in the UK and from a Primary Listing to a Secondary
Listing in Ireland
24 March, 2016
Smurfit Kappa Group plc (the "Company" and with its
subsidiaries, "SKG" or the "Group"), one of the world's largest
integrated manufacturers of paper-based packaging products with
operations in Europe, Latin America, the United States and Canada,
announces that it is proposing to transfer the listing category of
its ordinary shares (the "Ordinary Shares") on the Official List of
the United Kingdom Listing Authority ("UKLA") from a Standard
Listing to a Premium Listing, and, in parallel, to transfer the
listing category of its Ordinary Shares on the Official List of the
Irish Stock Exchange ("ISE") from a Primary Listing to a Secondary
Listing (together the "Transfers"). This follows the review of the
Company's listing arrangements referred to in the Company's
Preliminary Results on 10 February, 2016 and the switching of
trading in the Ordinary Shares on the London Stock Exchange from
euro to sterling which took effect on 1 March, 2016.
The provision of 20 business days' notice (which period
commenced by way of today's announcement) is required to effect the
Transfers. No shareholder approval is required in connection with
the Transfers. It is therefore anticipated that these Transfers
will take effect at 8.00 a.m. on 25 April, 2016.
1. Background to and reasons for the proposed Transfers
The SKG Group operates in 21 countries in Europe and is the
European leader in corrugated packaging, containerboard, solidboard
and solidboard packaging with key positions in several other
packaging and paper market segments. The Group also has two
bag-in-box facilities, located in Canada and Argentina which are
managed as part of the European operations. The Group also operates
in 13 countries in the Americas and is the largest pan-regional
producer of containerboard and corrugated containers in Latin
America. In 2015 the Group's Europe and Americas segments accounted
for approximately 77.1% and 22.9% of revenue respectively.
The Company has had a primary listing on the Official List of
the ISE and a secondary listing on the standard listing segment of
the Official List of the UKLA, since its IPO in March, 2007.
The proposed changes to the Company's listing categories in the
UK and Ireland are being made so as to assist in increasing the
profile of the Company, providing it with exposure, and increasing
its attractiveness, to a wider potential investor base and
enhancing the liquidity of its shares.
In this context the recent switch to sterling trading in the
Ordinary Shares in the UK offers investors greater flexibility in
terms of how they hold Ordinary Shares. More specifically the
transfer to a Premium Listing in the UK, combined with the transfer
to a Secondary Listing in Ireland, together with the commencement
of sterling trading in the Ordinary Shares in the UK, positions the
Company, subject to a sufficient volume of trading in the Ordinary
Shares occurring in the UK in sterling, for future eligibility for
admission to the UK Series of the FTSE Indices. Admission of the
Company to the FTSE UK Index Series would be expected to further
enhance the Company's profile and access to a wider investor
base.
The Company remains committed to retaining its listing on the
Irish Stock Exchange, with the euro denominated trading facility
provided by the ISE continuing to provide access to a wide range of
European investors. Moreover, as further referred to below, there
will be no material change in the rights and protections of
shareholders as a result of these Transfers. Shareholders in SKG
will continue to remain subject to the provisions of a
super-equivalent regulatory regime which entails, inter alia,
shareholder approvals for material transactions, and the Company
will remain subject to EU securities market regulations.
The Transfers do not impact on the on-going operations of the
Group and no changes to the business of the SKG Group have been, or
are proposed to be made, in connection with the Transfers. SKG
remains headquartered, incorporated and tax resident in
Ireland.
Accordingly, the Board of the Company has concluded that it
would be in the best interests of the Company and its shareholders
as a whole to effect the Transfers.
.
The Company has therefore requested that the UKLA approve the
transfer of the listing category of the Ordinary Shares from a
Standard Listing to a Premium Listing with effect from 8.00 a.m. on
25 April, 2016 and has requested that the ISE approve the transfer
of the listing category of the Ordinary Shares from a Primary
Listing to a Secondary Listing with effect from 8.00 a.m. 25 April,
2016.
As at the close of business on 22 March, 2016, the Company had
236,308,544 Ordinary Shares in issue. It is proposed that all of
the Ordinary Shares will be the subject of the Transfers.
2. Effect of the Transfers
The effect of the Transfers is that certain additional
provisions of the UK Listing Rules will now apply to the Company
and certain comparable provisions of the ISE Listing Rules will,
when the ISE Transfer is effective, cease to apply to the
Company.
The additional provisions of the UK Listing Rules which will
apply are set out in Chapters 6 to 13 (inclusive) of the UK Listing
Rules and primarily relate to the following matters:
-- the application of certain requirements that are specific to
companies with a Premium Listing (Chapter 6);
-- the application of the Premium Listing Principles (Chapter 7);
-- the requirement to appoint a sponsor in certain circumstances (Chapter 8);
-- the requirement to comply with various continuing
obligations, including compliance with the Model Code and
compliance with all relevant provisions of the UK Corporate
Governance Code (or provide an explanation for any non-compliance,
if applicable, in its annual financial report) (Chapter 9);
-- the requirement to announce, or obtain shareholder approval
for, certain transactions (depending on their size and nature) and
for certain transactions with 'related parties' of the Company
(Chapters 10 and 11);
-- certain restrictions in relation to the Company dealing in its own securities and
treasury shares (Chapter 12); and
-- various specific contents requirements that will apply to circulars issued by the
Company to its shareholders (Chapter 13).
The Company, as a company incorporated in Ireland with
securities admitted to trading on a regulated market in Ireland,
is, and will remain, subject to the Irish Takeover Rules as
administered by the Irish Takeover Panel. In addition, SKG will
remain subject to the Irish Market Abuse Regulations, the Irish
Transparency Regulations and the Irish Prospectus Regulations and
their respective rules. Aspects of the UK Disclosure and
Transparency Rules will also continue to apply to the Company as a
result of its securities being admitted to trading on a regulated
market in the UK. Ireland will continue to be the home country of
the Company for the purposes of compliance with relevant EU
directives and the Central Bank of Ireland will continue to be the
Company's competent authority for these purposes.
3. Working capital
In the opinion of the Company, the Group has sufficient working
capital available for the Group's requirements for at least the
next 12 months from the date of this announcement.
4. Board of Directors and Corporate Governance
The current composition of the board of SKG is as follows:
Chairman, Non-Executive Director Liam O'Mahony
Group Chief Executive Officer Anthony Smurfit
Group Chief Financial Officer Ian Curley*
Non-Executive Director Christel Bories
Non-Executive Director Frits Beurskens
Non-Executive Director (Senior Independent Director) Thomas
Brodin
Non-Executive Director Irial Finan
Non-Executive Director James Lawrence
Non-Executive Director Gary McGann
Non-Executive Director John Moloney
Non-Executive Director Roberto Newell
Non-Executive Director Gonzalo Restrepo
Non-Executive Director Rosemary Thorne
*As announced on 10 February, 2016, Mr. Curley is resigning as
Group Chief Financial Officer and Director with effect from 31
March, 2016. Mr. Ken Bowles, previously Group Financial Controller
has been appointed Group Chief Financial Officer Designate and will
succeed Mr. Curley as Group Chief Financial Officer on 1 April,
2016. Mr. Bowles has not been appointed to the Board.
The Directors are committed to maintaining the highest standards
of corporate governance. The Annual Report and Accounts in respect
of the year ended 31 December, 2015 which has been published on 23
March, 2016, describes how throughout the financial year ended 31
December 2015 the Company applied the principles of the UK
Corporate Governance Code, published by the Financial Reporting
Council in September 2014 as adopted by the ISE and the LSE, and
the Irish Corporate Governance Annex, which supplements the UK
Corporate Governance Code with additional corporate governance
provisions. The Directors believe that the Group has complied with
the provisions of the UK Corporate Governance Code and the Irish
Annex throughout 2015.
The Directors intend to continue to report against the
provisions of the UK Corporate Governance Code and the Irish Annex
following the Transfers.
5. Appointment of sponsor
(MORE TO FOLLOW) Dow Jones Newswires
March 24, 2016 03:00 ET (07:00 GMT)
J&E Davy ("Davy") is acting as sponsor to the Company under
the UK Listing Rules in relation to the Company's proposed transfer
to a Premium Listing. Davy is also acting as sponsor to the Company
under the ISE Listing Rules in relation to the proposed transfer to
a Secondary Listing. Davy has given and has not withdrawn its
written consent to the inclusion of the reference to its name in
this Announcement in the form and context in which it is
included.
6. Financial information on SKG
The documents listed below are incorporated by reference into
this document and are available on the Company's website,
www.smurfitkappa.com and free of charge from the offices of the
Company at Beech Hill, Clonskeagh, Dublin 4, Ireland.
Information incorporated Reference document Page number in reference
by reference into this document
document
-------------------------- ---------------------------- -------------------------
Independent auditors'
report in relation Annual Report and Accounts
to Group accounts 2015 63 - 67
----------------------------
Consolidated income
statement 68
Consolidated statement
of comprehensive income 69
Consolidated balance
sheet 70
Consolidated statement
of cash flows 74
Consolidated statement
of changes in equity 72
Notes to the accounts 76 - 133
-------------------------------------------------------- -------------------------
Independent auditors'
report in relation Annual Report and Accounts
to Group accounts 2014 63 - 67
----------------------------
Consolidated income
statement 68
Consolidated statement
of comprehensive income 69
Consolidated balance
sheet 70
Consolidated statement
of cash flows 74
Consolidated statement
of changes in equity 72
Notes to the accounts 76 - 130
-------------------------------------------------------- -------------------------
Independent auditors'
report in relation Annual Report and Accounts
to Group accounts 2013 63 - 65
----------------------------
Consolidated income
statement 66
Consolidated statement
of comprehensive income 67
Consolidated balance
sheet 68
Consolidated statement
of cash flows 72
Consolidated statement
of changes in equity 70
Notes to the accounts 74 - 129
-------------------------------------------------------- -------------------------
Contacts
Seamus Murphy Eugenée Mulhern/
Brian Garrahy
Smurfit Kappa Group Davy FTI Consulting
plc
T: + 353 1 202 71 80 T: + 353 1 679 63 63 T: +353 1 663 36 80
E: ir@smurfitkappa.com E:smurfitkappa@fticonsulting.com
IMPORTANT NOTICE:
The contents of this announcement have been prepared by and are
the sole responsibility of the Company. The Company is not offering
any Ordinary Shares or other securities in connection with the
proposals described in this announcement. This announcement does
not constitute or form part of, and should not be construed as, any
offer for sale or subscription of, or solicitation of any offer to
buy or subscribe for, any securities in the Company or securities
in any other entity, in any jurisdiction, nor shall it, or any part
of it, or the fact of its distribution, form the basis of, or be
relied on in connection with, any contract or investment decision
whatsoever, in any jurisdiction. This announcement does not
constitute a recommendation regarding any securities.
Some statements in this announcement are forward-looking. They
represent expectations for the Group's business, and involve risks
and uncertainties. These forward-looking statements are based on
current expectations and projections about future events. The Group
believes that current expectations and assumptions with respect to
these forward-looking statements are reasonable. However, because
they involve known and unknown risks, uncertainties and other
factors, which are in some cases beyond the Group's control, actual
results or performance may differ materially from those expressed
or implied by such forward-looking statements.
Subject to the Company's regulatory obligations, including under
the ISE Listing Rules, the Irish Market Abuse Regulations, the UK
Disclosure and Transparency Rules and the UK Listing Rules, the
Company undertakes no obligation to update publicly or revise any
forward-looking-statement whether as a result of new information,
future events or otherwise.
None of the statements made in this announcement in any way
obviates the requirements of the Company to comply with its
regulatory obligations.
The contents of the Company's website do not form part of this
announcement.
Davy, which is regulated in Ireland by the Central Bank of
Ireland, and authorised to act as an FCA regulated sponsor firm in
the United Kingdom, is acting for the Company and for no one else
in connection with the Transfers and will not be responsible to any
person other than the Company for providing the protections
afforded to clients of Davy, nor for providing advice in relation
to the Transfers, the content of this announcement or any matter
referred to in this announcement. Apart from the responsibilities
and liabilities, if any, which may be imposed on Davy by the
Central Bank of Ireland, by FSMA or the respective regulatory
regimes in Ireland and the United Kingdom, neither Davy nor any of
its subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Davy in connection with this
announcement, any statement contained herein or otherwise, nor
makes any representation or warranty, express or implied, in
relation to, the contents of this announcement, including its
accuracy, completeness or verification or for any other statement
purported to be made by Davy, or on behalf of Davy in connection
with the Company or the Transfers. Davy accordingly disclaims to
the fullest extent permitted by law all and any responsibility or
liability to any person who is not a client of Davy, whether
arising in tort, contract or otherwise (save as referred to above)
which they might otherwise have in respect of this announcement or
any such statement.
DEFINITIONS
The following defined terms have been used in this
announcement.
"Announcement" this announcement dated 24 March,
2016;
"Annual Report and Accounts" the annual report and accounts
of the Group;
"Davy"
"FCA" the Financial Conduct Authority
of the UK;
"FRC" the Financial Reporting Council;
"FSMA" the Financial Services and Markets
Act 2000 of the UK;
"FTSE Indices" Indices operated by FTSE Russell;
"Group" the Company and each of its subsidiaries;
"Irish Annex" the Irish Corporate Governance
Annex published by the ISE, which
supplements the UK Corporate Governance
Code with additional corporate
governance provisions;
"Irish Market Abuse Regulations" the Market Abuse (Directive 2003/6/EC)
Regulations 2005;
"Irish Prospectus Regulations" the Prospectus (Directive 2003/71/EC
Regulations 2005 (as amended);
"Irish Takeover Rules" the Takeover Panel Act 1997, Takeover
Rules 2013;
"Irish Transparency Regulations" the Transparency (Directive 2004/109/EC)
Regulations 2007 (as amended);
"ISE" or "Irish Stock Exchange" the Irish Stock Exchange plc;
"ISE Listing Rules" the Listing Rules of the Irish
Stock Exchange;
"ISE Official List" the Official List of the Irish
Stock Exchange;
"London Stock Exchange" the London Stock Exchange plc;
"Model Code" the Model Code on restricted persons'
dealings in securities set out
in LR9 Annex 1 of the UK Listing
Rules;
"Official List(s)" the ISE Official List and/or UKLA
Official List, as the context
may require;
"Ordinary Shares" the ordinary shares of EUR0.001
each in the capital of the Company
(ISIN: IE00B1RR8406);
"Preliminary Results" the Group's preliminary results
(MORE TO FOLLOW) Dow Jones Newswires
March 24, 2016 03:00 ET (07:00 GMT)
in respect of the year ended 31
December, 2015 dated 10 February,
2016;
"Premium Listing" a listing on the premium listing
segment of the UKLA Official List;
"Primary Listing" a listing on the primary listing
segment of the ISE Official List;
"Secondary Listing" a listing on the secondary listing
segment of the ISE Official List;
"SKG" or "the Company" Smurfit Kappa Group plc;
"Standard Listing" a listing on the standard listing
segment of the UKLA Official List;
"Transfer(s)" the transfer of the listing category
of the Ordinary Shares from Standard
Listing to Premium Listing on
the UKLA Official List and from
Primary Listing to Secondary Listing
on the ISE Official List ;
"UK" the United Kingdom of Great Britain
and Northern Ireland;
"UK Corporate Governance Code" the UK Corporate Governance Code
published by the FRC, as amended
from time to time;
"UK Disclosure and Transparency the disclosure rules (in accordance
Rules" with sections 73(1) and 73A(3)
of FSMA) and the transparency
rules (in accordance with sections
73A(1) and 89A of FSMA), of the
UK;
"UK Listing Rules" the Listing Rules of the UKLA;
"UKLA" the FCA when exercising its functions
under Part VI of the Financial
Services and Markets Act 2000of
the UK as amended;
"UKLA Official List" the Official List of the UKLA;
and
"UK Series" The FTSE UK Index Series, being
a series of indices designed by
FTSE Russell to represent the
performance of the major capital
and industry segments of the UK
and including FTSE100, FTSE250
and the FTSE350.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCEAKDDALPKEFF
(END) Dow Jones Newswires
March 24, 2016 03:00 ET (07:00 GMT)
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