UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Ardagh Metal Packaging S.A.
(Name of Issuer)
Ordinary Shares, with a nominal value of €0.01 per share
(Title of Class of Securities)
L02235106
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
CUSIP No. L02235106
| 1 | NAME OF REPORTING PERSONS
Ardagh Group S.A.
| |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐ | |||
| 3 | SEC USE ONLY
| |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
454,375,314 | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
454,375,314 | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON1 454,375,314 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)2
76.04% | |||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||
1 Represents 454,375,314 ordinary shares held by Ardagh Investments Holdings Sarl, a wholly-owned subsidiary of Ardagh Group S.A. ARD Holdings S.A., which indirectly through its subsidiaries controls Ardagh Group S.A., may be deemed to be the ultimate beneficial owner of the ordinary shares held by Ardagh Group S.A. Paul Coulson, the Chairman of Ardagh Metal Packaging S.A., controls ARD Holdings S.A. as a result of his 18.83% stake in ARD Holdings S.A. and his 52.42% stake in Yeoman Capital S.A., which in turn owns 33.88% of the equity interests in ARD Holdings S.A. Based upon the definition of “beneficial owner” under U.S. securities laws, he may be deemed to have shared beneficial ownership of the ordinary shares held by Ardagh Investments Holdings Sarl by virtue of his control of ARD Holdings S.A. and Ardagh Group S.A.
2 Based on 597,575,322 ordinary shares of Ardagh Metal Packaging S.A. outstanding as of December 31, 2022.
SCHEDULE 13G
CUSIP No. L02235106
1 | NAME OF REPORTING PERSONS
ARD Holdings S.A.
| |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐ | |||
| 3 | SEC USE ONLY
| |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
454,375,314 | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
454,375,314 | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON3
454,375,314 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)4
76.04% | |||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||
3 Represents 454,375,314 ordinary shares held by Ardagh Investments Holdings Sarl, a wholly-owned subsidiary of Ardagh Group S.A. ARD Holdings S.A., which indirectly through its subsidiaries controls Ardagh Group S.A., may be deemed to be the ultimate beneficial owner of the ordinary shares held by Ardagh Group S.A. Paul Coulson, the Chairman of Ardagh Metal Packaging S.A., controls ARD Holdings S.A. as a result of his 18.83% stake in ARD Holdings S.A. and his 52.42% stake in Yeoman Capital S.A., which in turn owns 33.88% of the equity interests in ARD Holdings S.A. Based upon the definition of “beneficial owner” under U.S. securities laws, he may be deemed to have shared beneficial ownership of the ordinary shares held by Ardagh Investments Holdings Sarl by virtue of his control of ARD Holdings S.A. and Ardagh Group S.A.
4 Based on 597,575,322 ordinary shares of Ardagh Metal Packaging S.A. outstanding as of December 31, 2022.
SCHEDULE 13G
CUSIP No. L02235106
1 | NAME OF REPORTING PERSONS
Paul Coulson
| ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐ | ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
125,000 | |||
| 6 | SHARED VOTING POWER
454,375,314 | ||||
| 7 | SOLE DISPOSITIVE POWER
125,000 | ||||
| 8 | SHARED DISPOSITIVE POWER
454,375,314 | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON5
454,500,314 | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)6
76.06% | ||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | ||||
5 Represents 125,000 ordinary shares directly held by Paul Coulson, the Chairman of Ardagh Metal Packaging S.A. and 454,375,314 ordinary shares held by Ardagh Investments Holdings Sarl, a wholly-owned subsidiary of Ardagh Group S.A. ARD Holdings S.A., which indirectly through its subsidiaries controls Ardagh Group S.A., may be deemed to be the ultimate beneficial owner of the ordinary shares held by Ardagh Group S.A. Mr. Coulson controls ARD Holdings S.A. as a result of his 18.83% stake in ARD Holdings S.A. and his 52.42% stake in Yeoman Capital S.A., which in turn owns 33.88% of the equity interests in ARD Holdings S.A. Apart from the direct shareholding in ordinary shares of Ardagh Metal Packaging S.A. disclosed herein, Mr. Coulson has no direct ownership in the ordinary shares of Ardagh Metal Packaging S.A. However, based upon the definition of “beneficial owner” under U.S. securities laws, he may be deemed to have shared beneficial ownership of the ordinary shares held by Ardagh Investments Holdings Sarl by virtue of his control of ARD Holdings S.A. and Ardagh Group S.A.
6 Based on 597,575,322 ordinary shares of Ardagh Metal Packaging S.A. outstanding as of December 31, 2022.
SCHEDULE 13G
CUSIP No. L02235106
| Item 1. |
| (a) | Name of Issuer: |
Ardagh Metal Packaging S.A.
| (b) | Address of Issuer’s Principal Executive Offices: |
56, rue Charles Martel
L-2134 Luxembourg, Luxembourg
| Item 2. |
| (a) | Name of Person Filing: |
This Schedule 13G is being filed on behalf of:
Ardagh Group S.A.
ARD Holdings S.A.
Paul Coulson
| (b) | Address of Principal Business Office or, if none, Residence: |
56, rue Charles Martel
L-2134 Luxembourg, Luxembourg
| (c) | Citizenship: |
Luxembourg (with respect to Ardagh Group S.A. and ARD Holdings S.A.)
Ireland (with respect to Paul Coulson)
| (d) | Title of Class of Securities: |
Ordinary Shares, with a nominal value of €0.01 per share
| (e) | CUSIP Number: |
L02235106
SCHEDULE 13G
| Item 3. | If this statement is filed pursuant to § 240.13d-1(b) or § 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ◻ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ◻ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ◻ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ◻ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ◻ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ◻ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ◻ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ◻ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ◻ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ◻ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ◻ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | |
| If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:7
7 Represents 454,375,314 ordinary shares held by Ardagh Investments Holdings Sarl, a wholly-owned subsidiary of Ardagh Group S.A. ARD Holdings S.A., which indirectly through its subsidiaries controls Ardagh Group S.A., may be deemed to be the ultimate beneficial owner of the ordinary shares held by Ardagh Group S.A. Paul Coulson, the Chairman of Ardagh Metal Packaging S.A., controls ARD Holdings S.A. as a result of his 18.83% stake in ARD Holdings S.A. and his 52.42% stake in Yeoman Capital S.A., which in turn owns 33.88% of the equity interests in ARD Holdings S.A. Apart from the direct shareholding in ordinary shares of Ardagh Metal Packaging S.A. disclosed herein, Mr. Coulson has no direct ownership in the ordinary shares of Ardagh Metal Packaging S.A. However, based upon the definition of “beneficial owner” under U.S. securities laws, he may be deemed to have shared beneficial ownership of the ordinary shares held by Ardagh Investments Holdings Sarl by virtue of his control of ARD Holdings S.A. and Ardagh Group S.A.
SCHEDULE 13G
CUSIP No. L02235106
| Ardagh Group S.A. | 454,375,314 | |
| ARD Holdings S.A. | 454,375,314 | |
| Paul Coulson | 454,500,314 |
(b) Percent of class:8
| Ardagh Group S.A. | 76.04% | |
| ARD Holdings S.A. | 76.04% | |
| Paul Coulson | 76.06% |
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
| Ardagh Group S.A. | 0 | |
| ARD Holdings S.A. | 0 | |
| Paul Coulson | 125,000 |
(ii) Shared power to vote or to direct the vote
| Ardagh Group S.A. | 454,375,314 | |
| ARD Holdings S.A. | 454,375,314 | |
| Paul Coulson | 454,375,314 |
(iii) Sole power to dispose or to direct the disposition of
| Ardagh Group S.A. | 0 | |
| ARD Holdings S.A. | 0 | |
| Paul Coulson | 125,000 |
8 Based on 597,575,322 ordinary shares of Ardagh Metal Packaging S.A. outstanding as of December 31, 2022.
SCHEDULE 13G
CUSIP No. L02235106
(iv) Shared power to dispose or to direct the disposition of
| Ardagh Group S.A. | 454,375,314 | |
| ARD Holdings S.A. | 454,375,314 | |
| Paul Coulson | 454,375,314 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ◻
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not Applicable
| Item 8. | Identification and Classification of Member of the Group. |
Not Applicable
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
| Item 10. | Certification. |
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2023
| ARDAGH GROUP S.A. | |||
| By: | /s/ John Sheehan | ||
| Name: | John Sheehan | ||
| Title: | Chief Financial Officer | ||
| ARD HOLDINGS S.A. | |||
| By: | /s/ John Sheehan | ||
| Name: | John Sheehan | ||
| Title: | Director | ||
| /s/ Paul Coulson | |||
| Name: | Paul Coulson | ||