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2 2 of 8 6/23/2014 9:09 AM DUBLIN, June 23, 2014 /PRNewswire/ -- Ardagh Packaging Finance plc, a public limited company incorporated under the laws of Ireland ( "Ardagh Packaging Finance") and Ardagh Holdings USA Inc., incorporated under the laws of Delaware ("Ardagh Holdings USA" and, together with Ardagh Packaging Finance, the "Companies") announce today that they are offering to purchase for cash any and all of their 1,085,000,000 aggregate principal amount of the outstanding 7.375% First Priority Senior Secured Notes due 2017 (the "Euro Notes") and $860,000,000 aggregate principal amount of the outstanding 7.375% First Priority Senior Secured Notes due 2017 (the "Dollar Notes" and, together with the Euro Notes, the "Notes"), upon the terms and conditions set forth in the offer to purchase dated June 23, 2014 (the "Statement") and the related letter of transmittal (the "Letter of Transmittal" and, together with the Statement, the "Offering Documents"). The purpose of the Offers is to acquire and retire all outstanding Notes The Offers begin on June 23, 2014 and will expire at 5:00 p.m., New York City time, on July 22, 2014 (such time and date with respect to each Offer, as the same may be extended, the "Expiration Time"), unless extended, re-opened or terminated as provided in the Statement. The Offers are subject to the terms and conditions set forth in the Statements and are not conditioned on a minimum principal amount of Notes being tendered. However, completion of the Offers is subject to the satisfaction or waiver of a number of conditions, including the Financing Condition and the Divestment Condition, as described further in the Statement. The Companies reserve the right, in their sole discretion, to waive any and all conditions. Pursuant to the Offers, in exchange for each $1,000 principal amount of Dollar Notes or 1,000 principal amount of Euro Notes, respectively, properly tendered (and not validly withdrawn) prior to 5:00 p.m., New York City time, on July 7, 2014, unless extended by the Companies (such time and date with respect to each Offer, as the same may be extended, the "Early Tender Time") and accepted by the Companies, participating Holders will receive the Total Consideration for such Notes listed in the table below, which is the sum of the "Tender Offer Consideration" for such Notes and the "Early Tender Payment" for such Notes. After the Early Tender Time but prior to the Expiration Time, in exchange for each $1,000 principal amount of Dollar Notes or 1,000 principal amount of Euro Notes, respectively, properly tendered (and not validly withdrawn) and accepted by the Companies, participating Holders will only receive the "Tender Offer Consideration" for such Notes but not the "Early Tender Payment" for such Notes. Holders must validly tender and not validly withdraw Notes at or prior to the Early Tender Time or the Expiration Time, as applicable, in order to be eligible to receive the Total Consideration for such Notes or the Tender Offer Consideration for such Notes, as applicable, purchased in the Offers. The following table summarises some of the material terms of the Offers, which are more fully described in

3 3 of 8 6/23/2014 9:09 AM the Offering Documents: CUSIP / ISIN NOs. XS ; XS ; XS ; XS PRINCIPAL SECURITY AMOUNT TO BE PURCHASED OUTSTANDING 7.375% First Priority Senior 1,085,000,000 Secured Notes due 2017 EARLY TENDER OFFER TOTAL TENDER CONSIDERATION CONSIDERATION PAYMENT (1) (1)(2)(3) (2) 1, , AA8; U22154 AB1; 03968X AB7 / XS ; US039686AA80; USU22154AB16; US03968XAB73 $860,000, % First Priority Senior Secured Notes due 2017 $1, $30.00 $1, (1) For each $1,000 principal amount of Dollar Notes or 1,000 principal amount of Euro Notes, excluding accrued but unpaid interest thereon, as applicable. (2) For each $1,000 principal amount of Dollar Notes or 1,000 principal amount of Euro Notes tendered prior to the Early Tender Time. (3) The Total Consideration is based on the make whole calculation in respect of the Notes, using a settlement date of July 8, Provided that the conditions to the Offers have been satisfied or waived, the Companies will pay the applicable Total Consideration to Holders who validly tender their Notes at or prior to the Early Tender Time (and do not validly withdraw their Notes), if such Notes are accepted for purchase (the date of such payment, which will be determined at the Companies' option and may be at any point following the Early Tender Time but prior to the Expiration Time, the "Initial Payment Date"). The Companies currently expect the Initial Payment Date will occur on or after July 8, Holders who validly tender their Notes after the Early Tender Time, but at or prior to the Expiration Time will receive the applicable Tender Offer Consideration, if such Notes are accepted for purchase, but will not be entitled to receive the applicable Early Tender Payment (the date of such payment, which is expected to promptly follow the Expiration Time, the "Final Payment Date"). Each of the Initial Payment Date and the Final Payment Date are referred to herein as a "Payment Date." If the Offers are withdrawn or otherwise not completed, the Tender Offer Consideration or the Total Consideration, as the case may be, will not be paid or become payable.

4 Subject to the terms and conditions of each Offer, each Holder who validly tenders and does not validly withdraw such Holder's Notes at or prior to the Early Tender Time or the Expiration Time, as applicable, will also be entitled to receive, if such Notes are accepted for payment, the accrued and unpaid interest to, but not including, the Initial Payment Date or Final Payment Date, as applicable. The payment for purchased Notes is expected to occur promptly following the acceptance of purchase of such Notes. As soon as practicable on or after the Early Tender Time and the Expiration Time, the Companies will announce the results of any tenders accepted for purchase on the Initial Payment Date and the Final Payment Date, respectively. The Companies reserve the right to terminate, withdraw or amend the Offers at any time and from time to time, as described in the Statement. The following timetable is an indicative timetable showing one possible outcome for the timing of the Offers based on the dates printed in the Statement and assuming that none of the Early Tender Time, the Withdrawal Deadline, the Initial Payment Date, the Expiration Time or the Final Payment Date is extended in respect of the Offers. This timetable is subject to change and dates and times may be extended, amended or terminated by the Companies in accordance with the terms of the Offers, as described in the Statement. Accordingly, the actual timetable may differ significantly from the timetable below. Date Calendar Date Event 5:00 p.m., New York City time, on July 7, Early Tender 2014, unless extended with respect to an Time Offer by the Companies in their sole discretion. The last date and time for you to tender the Notes in order to qualify for the payment of the Total Consideration, which amount includes the Early Tender Payment. Withdrawal Deadline 5:00 p.m., New York City time, on July 7, 2014, unless extended for either Offer by the Companies in their sole discretion The last date and time for you to validly withdraw tenders of Notes. Initial Payment Date At the Companies' option, the Initial The date we will pay the Total Payment Date may be on any day between the Early Tender Time and the Expiration Consideration for all Notes that were validly Time. The Companies currently expect the tendered prior to the Early Tender Date, plus Initial Payment Date will occur on or after accrued and unpaid interest to, but not including, July 8, the Initial Payment Date. 4 of 8 6/23/2014 9:09 AM

5 5 of 8 6/23/2014 9:09 AM Expiration Time 5:00 p.m., New York City time, on July 22, 2014, unless either Offer is extended or earlier terminated by the Companies in their sole discretion. The last date and time for you to tender the Notes in order to qualify for the payment of the Tender Offer Consideration, which amount excludes the Early Tender Payment. Final Payment Date Assuming acceptance of the Notes by the Companies and that the Expiration Time is not extended, the Companies expect that the Final Payment Date will be July 23, The date we will pay the Tender Offer Consideration for all Notes that were validly tendered after the Early Tender Date and prior to the Expiration Date, and we accepted for purchase, plus accrued and unpaid interest to, but not including, the Final Payment Date. Notes of a given series may be tendered only in principal amounts equal to the authorized denominations of such series of Notes, as set forth in the following table. Holders who tender less than all of their Notes must continue to hold Notes in the minimum authorized denomination illustrated below. ISIN / CUSIP Currency Minimum Denomination Integral Multiple in Excess of Minimum Denomination XS $ $200,000 $1,000 US039686AA80 / AA8 USU22154AB16 / U22154 AB1 US03968XAB73 / 03968X AB7 $ $200,000 $1,000 $ $200,000 $1,000 $ $200,000 $1,000 XS ,000 1,000 XS ,000 1,000 XS ,000 1,000 XS ,000 1,000 As soon as reasonably practicable following the Financing, the Companies currently intend, but are not obligated, to call for redemption all of the Notes that remain outstanding following the consummation of the Offers in accordance with the provisions of the indenture governing the Notes, and at that time to satisfy and discharge such indenture in accordance with its terms. Citigroup Global Markets Limited and Deutsche Bank Securities Inc. are acting as dealer manager (the "Dealer Managers") for the Offers. Any extension, termination or amendment of the Offers will be followed as promptly as practicable by announcement thereof, such announcement in the case of an extension to be

6 6 of 8 6/23/2014 9:09 AM issued no later than 9:00 a.m., New York City time, on the next business day following the previously scheduled Early Tender Time, Withdrawal Deadline or Expiration Time, as applicable. None of the Companies, the Dealer Managers, the Depositary, the Information Agent or any of their respective affiliates is making any recommendation as to whether Holders should tender their Notes in the Offers. Each Holder must make its own decision as to whether to tender its Notes, and, if so, the principal amount of the Notes as to which action is to be taken. Beneficial owners whose Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they wish to tender Notes. Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadline for participation in the Offers. Accordingly, beneficial owners wishing to participate in the Offers should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the time by which such owner must take action in order to so participate. Copies of the Statement and Letter of Transmittal can be obtained by eligible Holders from the Information Agent. Requests for information in relation to the Tender Offers should be directed to the Information Agent or the Dealer Managers: The Information Agent for the Offers is: Global Bondholder Services Corporation 65 Broadway Suite 404 New York, New York Attn: Corporate Actions (212) (for banks and brokers only) (866) (for other than banks and brokers, toll-free) The Dealer Managers for the Offers are:

7 7 of 8 6/23/2014 9:09 AM Citigroup Global Markets Limited Citigroup Global Markets Limited Citigroup Centre 33 Canada Square, Canary Wharf London E14 5LB United Kingdom Attention: Liability Management Group Telephone: Telephone (toll free): Telephone (collect): liabilitymanagement.europe@citi.com ( /mailto:liabilitymanagement.europe@citi.com) Deutsche Bank Securities Inc. 60 Wall Street New York, New York Attention: Liability Management Group U.S. Toll-Free: (866) Call Collect: (212) zachary.messinger@db.com ( /mailto:zachary.messinger@db.com) None of the Companies, the Dealer Managers, the Depositary or the Information Agent or any of their respective affiliates makes any recommendation as to whether or not holders should tender their Notes pursuant to the Offers. Each holder must make its own decision as to whether to tender its Notes, and, if so, the principal amount of the Notes as to which action is to be taken. Disclaimer This announcement is not an offer to purchase or a solicitation of an offer to purchase with respect to any securities. This announcement does not describe all the material terms of the Offers and no decision should be made by any holder on the basis of this announcement. The complete terms and conditions of the Offers are described in the Statement and the Letter of Transmittal. This announcement must be read in conjunction with the Offers. The Statement contains important information which should be read carefully before any decision is made with respect to the Offers. If any holder is in any doubt as to the contents of this announcement, the Statement or the Letter of Transmittal, or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Offers. Offer and Distribution Restrictions Neither this announcement nor the Statement constitute an offer to purchase Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities or "blue sky" laws. General. Neither this announcement, the Statement nor any of the other documents relating to the Offers have been filed with or reviewed by any federal or state securities commission or regulatory

8 8 of 8 6/23/2014 9:09 AM authority of any country, nor has any such commission or authority passed upon the accuracy or adequacy of this announcement, the Statement or any of the other documents related to the Offers. Any representation to the contrary is unlawful and may be a criminal offense. SOURCE Ardagh Packaging Finance plc Journalists and Bloggers Visit PR Newswire for Journalists ( for releases, photos, ProfNet experts, and customized feeds just for Media. Find this article at: Check the box to include the list of links referenced in the article.