SCHEDULE: Ardagh Metal Packaging Ownership Shifts Post-Recapitalization

Ardagh Group S.A. maintains a 76.02% stake in Ardagh Metal Packaging S.A. following a recapitalization, while ARD Holdings S.A. and Paul Coulson cease to be significant beneficial owners.

Summary

• Ardagh Group S.A. (AGSA) indirectly owns 454,375,314 ordinary shares of Ardagh Metal Packaging S.A., representing 76.02% of the class.
• This ownership percentage is calculated based on 597,699,586 ordinary shares of Ardagh Metal Packaging S.A. outstanding as of November 13, 2025.
• A comprehensive recapitalization of AGSA and its affiliates occurred, as detailed in a Transaction Support Agreement dated July 28, 2025.
• As a result of these transactions, Ardagh Holdings S.A. became the direct holder of 100% of AGSA's equity interests.
• ARD Holdings S.A. and Paul Coulson are no longer deemed indirect beneficial owners of more than 5% of Ardagh Metal Packaging S.A.'s voting securities.
• ARD Holdings S.A. and Paul Coulson will cease to file amendments to this Schedule 13G.
• Ardagh Holdings S.A. and AGSA will file a joint Schedule 13D regarding their beneficial ownership interest.
• Paul Coulson retains sole voting and dispositive power over 125,000 shares, representing 0% of the class.

Sentiment

Score: 5

Explanation: The filing provides clarity on the beneficial ownership structure of Ardagh Metal Packaging S.A. following a recapitalization of its parent entity. While the underlying recapitalization of the parent may have involved financial distress, this filing itself is a neutral disclosure of ownership changes for the issuer.

Positives

• The ownership structure of Ardagh Metal Packaging S.A.'s largest shareholder, Ardagh Group S.A., has been clarified following a comprehensive recapitalization.
• Ardagh Group S.A. maintains a significant controlling stake of 76.02% in Ardagh Metal Packaging S.A., providing stability in its major shareholder base.

Negatives

• The underlying recapitalization of Ardagh Group S.A. and its affiliates, which led to the ownership changes, involved the transfer of shares to holders of indebtedness, suggesting financial restructuring for the parent entity.
• ARD Holdings S.A. and Paul Coulson have ceased to be significant beneficial owners (>5%) of Ardagh Metal Packaging S.A., indicating a reduction in their direct influence over the company through this ownership stake.

Risks

• The recapitalization of Ardagh Group S.A. and its affiliates, which resulted in a change of ultimate control for AGSA, could introduce new strategic priorities or financial considerations from the new controlling entity (Ardagh Holdings S.A.) that may indirectly affect Ardagh Metal Packaging S.A.

Future Outlook

ARD Holdings S.A. and Paul Coulson will no longer file amendments to this Schedule 13G. Ardagh Holdings S.A., as the new ultimate beneficial owner of the ordinary shares of Ardagh Metal Packaging S.A. beneficially owned by AGSA, and AGSA will file a joint Schedule 13D.

Industry Context

This filing primarily concerns changes in beneficial ownership and corporate structure of a major shareholder, rather than operational or market-specific news for Ardagh Metal Packaging S.A. Therefore, it does not directly provide information to analyze broader industry trends or competitors.

Related Party Transactions

• The recapitalization transactions involved affiliates of Ardagh Group S.A., ARD Holdings S.A., and Paul Coulson, leading to a change in the ultimate beneficial ownership structure. This is a restructuring of control rather than a typical related party transaction involving goods or services.

Stakeholder Impact

• Shareholders of Ardagh Metal Packaging S.A. will observe a change in the ultimate controlling entity of their largest shareholder, Ardagh Group S.A., which could lead to new strategic directions or governance influences.
• Previous beneficial owners, ARD Holdings S.A. and Paul Coulson, no longer hold a significant beneficial ownership stake (>5%) in Ardagh Metal Packaging S.A.

Next Steps

• ARD Holdings S.A. and Paul Coulson will cease filing amendments to Schedule 13G.
• Ardagh Holdings S.A. and Ardagh Group S.A. will file a joint Schedule 13D.

Key Dates

Keywords

Ardagh Metal Packaging, Ardagh Group, beneficial ownership, Schedule 13G, recapitalization, Paul Coulson, metal packaging