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Ardagh Holdings S.A. and Ardagh Group S.A. have jointly filed a Schedule 13D reporting beneficial ownership of 454,375,314 ordinary shares of Ardagh Metal Packaging S.A. (AMBP), representing 76.02% of the 597,699,586 ordinary shares outstanding as of November 13, 2025. The stake is held indirectly through Ardagh Investments Sarl and related intermediate subsidiaries.
This filing follows recapitalization transactions under a Transaction Support Agreement, including the acquisition of Ardagh Holdings S.A. for an aggregate purchase price of $300 million in cash and a subsequent transfer of all issued shares of Ardagh Group S.A. to Ardagh Holdings S.A. via a Luxembourg share pledge appropriation. The groups have also pledged AMBP ordinary shares and 56,306,306 preferred shares, as well as upstream shareholdings, to secure group debt, giving a security agent enforcement rights upon default. Under an existing Shareholders Agreement, Ardagh Group S.A. holds extensive board nomination and consent rights for so long as specified ownership thresholds are met.
Ardagh Group S.A. reports beneficial ownership of 454,375,314 ordinary shares of Ardagh Metal Packaging S.A. (AMBP), representing 76.02% of the company’s outstanding shares based on 597,699,586 shares outstanding as of November 13, 2025.
The amendment explains recapitalization transactions at Ardagh Group and its affiliates, under a Transaction Support Agreement dated July 28, 2025, that resulted in Ardagh Holdings S.A. becoming the direct holder of 100% of Ardagh Group S.A.’s equity interests.
Following these changes, ARD Holdings S.A. and Paul Coulson can no longer be deemed indirect beneficial owners of more than 5% of AMBP’s voting securities and will stop filing amendments as reporting persons, though Paul Coulson directly holds 125,000 AMBP shares. Ardagh Holdings S.A. and Ardagh Group S.A. plan to file a joint Schedule 13D to reflect their beneficial ownership.
Ardagh Metal Packaging S.A. (AMBP) furnished a Form 6-K that includes a press release with updates related to Ardagh Group S.A.’s recapitalization transaction, including the related consent solicitations.
The information in this report is incorporated by reference into AMBP’s shelf registration statement on Form F-3 (Registration No. 333-289154), becoming part of that registration from the date it is furnished. The press release is provided as Exhibit 99.1.
Ardagh Metal Packaging S.A. furnished a Form 6‑K announcing that it has issued a press release regarding its quarterly dividend declaration, attached as Exhibit 99.1.
The information in this report is incorporated by reference into the company’s Form F‑3 (Registration No. 333‑289154).
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