Amendment No. 2
to
Form F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

10 Portman Square
London W1H 6AZ
United Kingdom
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

Ardagh Metal Packaging USA Inc.
Attention: John Boyas
Carnegie Office Park
600 North Bell Avenue
Building 1, Suite 200
Carnegie, PA 15106
(412) 429-5290
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:
as soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

This Registration Statement contains a prospectus relating to an offering of our Class A common shares (the "Common Shares Prospectus"), together with separate prospectus pages relating to an offering of our Tangible Equity Units (the "Tangible Equity Units Prospectus"). The complete Common Shares Prospectus follows immediately. Following the Common Shares Prospectus are alternative pages for the Tangible Equity Units Prospectus including:

Each of the complete Common Shares Prospectus and Tangible Equity Units Prospectus will be filed with the Securities and Exchange Commission in accordance with Rule 424 under the Securities Act of 1933.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

This is the initial public offering of our Class A common shares. We are selling Class A common shares. We currently expect the initial public offering price to be between $ and $ per Class A common share.

Our parent company has granted the underwriters an option to purchase up to additional Class A common shares to cover overallotments.

After this offering, we will have two classes of common shares: Class A common shares and Class B common shares. The rights of the Class A and Class B common shares will be identical except for voting and conversion rights. Each Class A common share will be entitled to one vote per share. Each Class B common share will be entitled to ten votes per share. Each Class B common share will be convertible at any time into one Class A common share. Following this offering, our issued and outstanding Class B common shares will represent approximately % of the voting power of our issued and outstanding share capital (assuming no exercise of the underwriters' overallotment option). Following this offering, Ardagh Group S.A. will, indirectly through its subsidiaries, own all of our issued and outstanding Class B common shares.

We intend to apply to have the Class A common shares listed on the New York Stock Exchange ("NYSE") under the symbol "ORES."

Concurrently with this offering of Class A common shares, pursuant to a separate prospectus, we are offering % tangible equity units (the "Units") for a total price to public of $ million (or Units, for a total price to public of $ million, if the underwriters exercise their overallotment option to purchase up to an additional Units in full) ("Units Offering"). The completion of this offering is not contingent on the completion of the concurrent Units Offering, but the completion of the concurrent Units Offering is contingent on the completion of this offering. For more information, see "Concurrent Offering of Tangible Equity Units" in this prospectus.

Investing in our Class A common shares involves risks. See "Risk Factors" beginning on page 14.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Consent under the Exchange Control Act 1972 (and its related regulations) has been obtained from the Bermuda Monetary Authority for the issue and transfer of the Class A common shares to and between residents and non-residents of Bermuda for exchange control purposes provided our shares remain listed on an appointed stock exchange, which includes the NYSE. In granting such consent, the Bermuda Monetary Authority does not accept any responsibility for our financial soundness or the correctness of any of the statements made or opinions expressed in this prospectus.

The underwriters expect to deliver the Class A common shares to purchasers on or about , 2015 through the book-entry facilities of The Depository Trust Company and its direct and indirect participants.

You should rely only on the information contained in this prospectus. We have not authorized any person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We do not take any responsibility for, and can provide no assurances as to, the reliability of any information that others may provide you. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

Oressa Limited (the "Company") was incorporated on June 16, 2015 to acquire the existing metal packaging business of Ardagh Group S.A. (the "Ardagh Metal Packaging Business"). The Company has not, to date, conducted any activities other than those incident to its formation and the preparation of the registration statement of which this prospectus forms a part. Accordingly, financial statements of the Company are not included in this prospectus. Ardagh Group S.A. and its subsidiaries hold all of the historical assets and liabilities related to the business that the Company will acquire. Except where the context otherwise requires or where otherwise indicated, (1) all references to "Ardagh" refer to Ardagh Group S.A. and its direct and indirect subsidiaries, unless the context suggests that the term only means Ardagh Group S.A., and (2) all references to "Oressa," the "Company," "we," "us," and "our" refer to Oressa Limited. Unless otherwise indicated, the information described in this prospectus assumes the completion of the corporate separation transactions that we expect to consummate with Ardagh as described in this prospectus under "Certain Relationships and Related Party Transactions," which are referred to as the "Separation," concurrently with the consummation of this offering.

Except as otherwise noted, the financial statements included in this prospectus have been prepared in accordance with IFRS as issued by the IASB in effect as of December 31, 2014, including interpretations of the International Financial Reporting Interpretations Committee. The preparation of financial statements in conformity with IFRS as issued by the IASB requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the combined financial statements, are disclosed in the financial statements.

The combined financial statements included herein have been prepared based on a calendar year and are presented in euro rounded to the nearest million. Therefore, discrepancies in the tables between totals and the sums of the amounts listed may occur due to such rounding. The combined financial statements have been prepared under the historical cost convention.

Except where otherwise indicated, market share information and other statistical information and quantitative statements in this prospectus regarding our market position relative to our competitors are not based on published statistical data or information obtained from independent third parties. Rather, such information and statements reflect management estimates based upon our internal records and surveys, statistics published by providers of industry data, information published by our competitors, and information published by trade and business organizations and associations and other sources within the industries in which we operate. We are responsible for the industry and market data included in this prospectus and although we believe that our internal data and surveys are reliable, such data and surveys could prove to be inaccurate. We also believe that the information extracted from publications of third parties, including industry and general publications, has been accurately reproduced. However, we have not independently verified any data from such publications.

PROSPECTUS SUMMARY

The following is a summary of the information discussed in this prospectus. The summary is not complete and does not contain all of the information you should consider before investing in our Class A common shares. You should read this entire prospectus carefully, including the risks discussed under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before making an investment decision to purchase our Class A common shares. Some of the statements in the summary may constitute forward-looking statements. See "Forward-Looking Statements."

This prospectus describes the business to be acquired by the Company in the Separation as if the transferred business were the Company's businesses for all historical periods described. Except as otherwise noted, references in this prospectus to the historical assets, liabilities, products, or activities of the Company are intended to refer to the historical assets, liabilities, products or activities of the Ardagh Metal Packaging Business as it was conducted by Ardagh prior to the Separation.

Our Company

We are a leading supplier of innovative, value-added metal can packaging for the consumer products industry. We supply a broad range of products, including two-piece aluminum and tinplate and three-piece tinplate cans, and a wide range of can ends, including easy open ("EZO") and peelable ends. Many of our products feature high-quality printed graphics, customized sizes and shapes or other innovative designs. These innovative products provide functionality and differentiation and enhance our customers' brands on the shelf.

We supply metal can packaging to a wide range of consumer-driven end-use categories including food (processed food such as fruit, vegetables, soups, sauces, ready meals and pet food), seafood, aerosols (personal care and household products), nutrition & custom (including dairy and infant nutrition powders, as well as other customized packaging), and paints & coatings. We have dedicated manufacturing facilities and sales teams organized around serving these end-use categories. We enjoy leading positions in nearly all categories in which we compete. Over 80% of our revenue is derived from categories where we believe we hold #1, #2 or #3 positions.

With approximately 1,300 customers across more than 70 countries, we sell our products to a diverse range of multi-national companies, large national and regional companies, and small local businesses. Our customers include a wide variety of Consumer Packaged Goods companies ("CPGs"), including some of the best known brands in the world. Over half of our 2014 revenue was from multi-year contracts, with the balance largely subject to annual arrangements. We have a highly stable customer base, characterized by long-standing relationships, including an average relationship of over 30 years with our ten largest customers.

We operate 54 production facilities in 20 countries and employ approximately 7,300 personnel. Generally, our plants are strategically located to serve our customers, with some facilities located on-site at our customers' filling locations. Our facilities require significant up-front investment, have long useful lives and have relatively modest on-going maintenance capital expenditure requirements. We operate our facilities with a focus on continuous improvement, applying Lean Manufacturing techniques ("Lean Manufacturing" or "Lean") which focus on eliminating waste while delivering quality products at minimum cost and with the greatest efficiency. To supplement our Lean efforts, we formed our Operational Support Group ("OSG") to standardize and share best practices across our network of plants.

Consistent with our commitment to market leading innovations, we maintain a dedicated research and development ("R&D") center in Crosmières, France, which has developed numerous award-winning innovations and solutions for our customers. This center focuses on three main areas of R&D: (i) innovations that provide improved product design, differentiation and usability; (ii) innovations that reduce metal content to generate cost savings (down-gauging); and (iii) developments to meet evolving food safety standards and regulations.

We believe the combination of our manufacturing footprint, cost efficient operating model and focus on innovation enables us to grow our business and improve our competitive position while expanding our margins and generating significant cash flow. Our operational footprint has been enhanced through both acquisitions and strategic "greenfield" (new construction) investments. We have made recent strategic growth investments in new facilities in the United States, supported by a long-term contract with a major U.S. customer. These facilities provide scalable capacity to supply our innovative products to new and existing U.S. customers. In addition, we believe we are the first manufacturer in the United States and Canada of two-piece Draw & Wall Ironing ("DWI") cans with both external and internal BPA NIA ("Bisphenol A Not Intentionally Added") lacquers, which are specifically designed to address perceived health considerations in response to customer and end-consumer demands. For more information on DWI cans, see "Business—Our Operations—Food."

In 2012, we commenced a footprint optimization program following the acquisition of Impress Group, FiPar and Boxal from 2010 to 2012, with the objective of lowering our cost base and enhancing our operating efficiency. In 2013, we initiated a multi-level footprint optimization and business repositioning, where we focused on optimizing our operational footprint, personnel structure and approach to customer engagement. These processes resulted in plant closures, plant consolidations, relocation of production lines to lower cost regions and investments in new capacity in these regions. As a result, we moved more of our production capacity for can components to lower cost and centralized locations in Eastern Europe, which enables us to ship materials to our broader European network on a more cost effective basis. As part of our footprint optimization and business repositioning, we reorganized our sales force to better align with our customer categories, which, together with our ongoing improvement initiatives, has resulted in a more efficient operating model. By the end of 2014, we had further streamlined our footprint through the sale of non-core operations in Australia, New Zealand, American Samoa and Greece.

Our revenue and our operating profit/(loss) for the period before depreciation, amortization, non-exceptional impairment and exceptional items ("Adjusted EBITDA") for the twelve months ended June 30, 2015 (calculated by subtracting the data for the six months ended June 30, 2014 from the data for the year ended December 31, 2014 and adding the data for the six months ended June 30, 2015) were €1,920 million and €274 million, respectively. Our operating profit and our loss for the same period were €87 million and €68 million, respectively. The total capital expenditure associated with our recent investments in the United States ("U.S. Expansion Capex") was $217 million (€166 million) through June 30, 2015, of which $51 million (€43 million) was invested in the twelve months ended June 30, 2015. Excluding U.S. Expansion Capex, our capital expenditure for the twelve months ended June 30, 2015 was €45 million. Our Free Cash Flow⁽¹⁾, which we define as total cash from operating activities less capital expenditure, excluding U.S. Expansion Capex, for the twelve month period ended June 30, 2015 was €117 million.

⁽¹⁾: We define Free Cash Flow as Total cash from operating activities less capital expenditure, excluding U.S. Expansion Capex. We believe the nearest GAAP measure for our definition of Free Cash Flow is Total cash from operating activities. Free Cash Flow is useful to us because it assists in the assessment of our ability to generate cash to fund our growth. We believe Free Cash Flow is useful to investors because Free Cash Flow and similar measures are used by investors, securities analysts, and other interested parties to assess a company's ability to generate cash without regard to revenue and expense recognition, which can vary depending on a company's accounting methods. However, other companies may calculate Free Cash Flow in a manner different from ours. Free Cash Flow is not a measure of financial performance under IFRS and should not be considered an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to profit/(loss) as indicators of operating performance or any other measures of performance derived in accordance with IFRS. For the twelve month period ending June 30, 2015

(footnote continued on next page)

The following charts illustrate the breakdown of our revenue by end-use categories and destination for the twelve months ended June 30, 2015.


Revenue by Category⁽¹⁾		Revenue by Destination

(1): Based on Company estimates.
(2): Rest of world.

(footnote continued from previous page)

our Total cash from operating activities was €162 million. For purposes of our Free Cash Flow calculation for this period, our capital expenditure was €88 million less the €43 million of U.S. Expansion Capex.

The reconciliation of total cash from operating activities to Free Cash Flow is as follows:

				Six months ended June 30,						For the year ended December 31,

Continuing operations	Unaudited twelve months ended June 30, 2015			2015			2014			2014
	(in euro millions)
Total cash from operating activities		162			70			121			213
Purchase of property, plant and equipment		(100	)		(38	)		(98	)		(160	)
Purchase of software and other intangibles		(7	)		(3	)		(2	)		(6	)
Proceeds from disposal of property, plant and equipment		19			5			2			16
U.S Expansion Capex		43			15			77			105

Free Cash Flow		117			49			100			168

Our Industry

The global packaging industry is a large, consumer-driven industry with stable growth characteristics. Within the $800 billion global packaging industry, the metal can packaging market represents a $70 billion market that is comprised of beverage cans (58% of the market), food (including seafood) cans (28%), and specialty cans (14%), according to Smithers Pira^*, a leading independent market research firm with extensive specialized experience in the packaging, paper and print industries. Within the metal can packaging market, we primarily compete in the food and specialty can sectors, which account for approximately $30 billion of the overall metal can packaging market according to Smithers Pira.* The $20 billion food can sector is a relatively stable market which includes cans for a variety of food, pet food and seafood applications. The food can sector is expected to remain stable on a unit volume basis in our target regions of Europe and North America according to Smithers Pira.* The $10 billion specialty can sector is characterized by a number of different products and applications including specialty, aerosol, and other cans. The specialty can sector is expected to grow in our target region of Europe by 1.8% per annum on a volume basis through 2019 according to Smithers Pira.^*

Globally, the metal can packaging industry has benefited from increasing consumer awareness of sustainability, driven by environmental concerns. Metal, including steel and aluminum, differs from other packaging materials, such as paper and plastic, in that it can be recycled repeatedly without any degradation in its performance. We estimate that over 70% of the metal packaging in Europe is recycled. In addition to its recyclability, metal can packaging has additional benefits related to energy usage and emissions. These include the fact that the strength and rigidity of metal cans allows them to be filled at higher speeds. The shelf stable nature of the metal food can also means that refrigeration is not required, thereby resulting in further energy savings in the supply chain, from food producer to end consumer.

In metal can packaging, customers value functionality, differentiation, sustainability and cost efficiency. The industry is characterized by a significant invested capital base, extensive technology and manufacturing know-how and established customer relationships. Generally, metal can packaging in Europe is characterized by lightweight, three-piece and two-piece cans with easy open or peelable ends that are decorated with printed graphics and other innovative designs. By contrast, metal can packaging in the United States typically features heavier cans with more modest levels of decoration. We believe the U.S. market represents a significant opportunity for the introduction of our products and innovations, including lighter weight cans incorporating our advanced coating solutions, which deliver superior performance and efficiency to our customers, as well as enhancing the end-consumer experience.

Our Competitive Strengths

We believe a number of strengths differentiate us from our competitors, including:

•: Leading positions in value-added metal can packaging. We believe we are one of the leading suppliers of metal can packaging in the world with the capability to supply multi-national CPGs in many parts of the world. We believe we are the #2 supplier of metal cans by value (meaning total revenue derived from supplying to specific end-markets and end-use categories) in the European food category, the #1 supplier of metal cans by value in the European seafood, nutrition, paints & coatings, and aerosols categories and the #1 supplier of metal cans by value in the North American seafood category. We believe our scale and reach, focus on innovation, proximity to customers and high level of service underpin our leading positions in these categories.

^* Source: Smithers Pira—The Future of Metal Cans to 2019 (Nov. 2014).

•: A leader in innovating and commercializing metal can packaging solutions. We have significant expertise in developing products together with our customers and commercializing innovative, value-added metal can packaging solutions, such as easy open ends, Easy Peel® and Easip®, as well as process technologies such as DWI and down-gauging to reduce raw material content. We believe our continued investment in R&D delivers a number of competitive advantages for our business. Our ability to deliver innovative product features, enhanced usability and product differentiation positions us to remain the partner of choice of our customers for new business development projects. Our focus on down-gauging enables us to reduce our manufacturing cost, thereby improving our margins while improving overall economics for our customers. For example, we believe we are a leading manufacturer of the lightest easy open ends in the industry. Our research and laboratory capabilities, utilizing techniques such as electrochemical impedance spectroscopy ("EIS"), ensure that we can effectively manage food safety issues, such as the transition to BPA NIA lacquers, on behalf of our customers, which we believe further strengthens our relationships. Additionally, we use finite elemental analysis ("FEA") to predict in advance the performance of innovations, thereby reducing the cost and time needed to bring these innovations to market. As a result of our focus on innovation, we currently hold and maintain over 50 different patent families, each filed in several countries. These patents cover both design and process information for a range of different products in each jurisdiction. Our new U.S. facilities incorporate many of these innovative technologies.
•: Strong customer relationships. We supply some of the world's best known brands with innovative packaging solutions, and we have been recognized with numerous industry awards including 10 World Star Awards and 27 Cans of the Year Awards since 2005. We offer a diverse range of value-added services to our customers, including can handling, R&D, and engineering services, which support new product development, introduction, production and logistics. We have long-standing relationships with many of our major customers, which include leading multi-national consumer products companies, large national and regional food companies, as well as numerous local companies. More than half of our revenue is under multi-year contracts of between two and ten years. Some of our major customers, with most of whom we have long-term relationships, include AkzoNobel, Big Heart Pet Brands, Bumble Bee Seafoods, ConAgra Foods, Danone, Heineken, H.J. Heinz, L'Oréal, Mars, Mead Johnson, Nestlé, Procter & Gamble, Reckitt Benckiser and Unilever. The average length of relationship with our top 10 customers is more than 30 years. We believe the total value proposition we offer, in the form of product quality, reliability, innovation, customer service and geographic reach, positions us to grow our business alongside our customers.
•: Significant scale and well-invested asset base. We operate 54 strategically-located production facilities in 20 countries. Since 2012, we have focused on optimizing our footprint through targeted plant closures, plant consolidations and relocation of production lines for can components to lower cost regions in Eastern Europe. Through June 30, 2015, we had invested $217 million (€166 million) in two new can-making facilities in Roanoke, Virginia and Reno, Nevada as well as a significant expansion of our Conklin, New York can ends plant. The new facilities currently manufacture two-piece cans utilizing high output DWI technology as well as three-piece cans and have significant additional capacity to supply new and existing customers. These facilities supply substantially all of the U.S. food can requirements of a major U.S. customer pursuant to a long-term contract, and we expect these investments will provide us with attractive returns.
•: Focus on operational excellence. We operate a large asset base dedicated to efficient manufacturing and cost-effective production. We employ Lean Manufacturing to continually drive further improvements in productivity, cost, quality, spoilage and safety. We also focus on reducing our costs of procurement and selling, as well as general and administrative functions. We seek to improve the quality of our products and processes through focused investment in

new technology. We have established our OSG, which is comprised of technical experts, to support our plants and to drive standardization and sharing of best practices. We also conduct regular reviews of our manufacturing operations, where we measure performance and track progress on initiatives relating to safety, quality, productivity, capital expenditure, working capital and other areas leading to improved financial results. These system wide evaluations have driven strategic decisions regarding our asset base.

•: Attractive margin and strong free cash flow generation. We believe our business has attractive margins and strong free cash flow characteristics. We are generally able to pass through changes in our cost of raw materials through price adjustments in long-term contracts or through disciplined price setting in our shorter-term contracts. We promote a culture of accountability and focus on cost reduction from senior management through to the plant floor. Additionally, we believe our disciplined approach to capital expenditure, combined with the limited requirement for on-going maintenance capital expenditure that is characteristic of our industry, contribute to our strong free cash flow generation. Our Free Cash Flow for the twelve month period ended June 30, 2015 was €117 million.
•: Proven track record of successful acquisitions, integration and disciplined capital deployment. We have grown our business through a series of acquisitions over the past 15 years and have successfully integrated these acquired businesses to achieve our current scale and competitive positions. We view sourcing, negotiating, acquiring and integrating businesses as a core competency of our Company. While our business currently enjoys leading positions in many end-use categories, we believe there are opportunities for future growth through acquisition and strategic investments, similar to our two new plants in the United States, where we invested with the expectation that we will achieve attractive returns.
•: Experienced and highly focused management team with a proven track record. Our senior management team is highly experienced in the metal can packaging industry. They have a proven ability to innovate for our customers, manage costs, adapt to changing market conditions, acquire and integrate businesses, and invest in our Company, all of which contribute to our Adjusted EBITDA growth and cash generation.

Our Strategy

We intend to leverage our leading positions in value-added metal can packaging to increase our Adjusted EBITDA and cash flow in order to reduce our financial leverage and increase shareholder value. We seek to achieve this objective by pursuing the following strategies:

•: Continue to drive Adjusted EBITDA and free cash flow generation. We carefully assess the potential for Adjusted EBITDA growth and free cash flow generation when we evaluate our operations and consider new investments in our business. We will seek to leverage our leading positions to grow revenue with new and existing customers, improve our efficiency, and reduce our costs. We will continue to take decisive actions with respect to our assets, invest in our business and manage our capital expenditure and working capital to grow our Adjusted EBITDA and increase our free cash flow.
•: Leverage our product innovations to meet customer needs. Our customers use packaging to differentiate their products on the shelf, strengthen their brands and meet evolving food safety requirements. We will continue to leverage our dedicated R&D center and our track record of innovation to add value for our customers. We employ processes such as EIS and FEA to ensure that safe, reliable and cost-efficient products are offered to our customers. We intend to continue to invest in new product development and innovations to drive the growth of our business, deepen our customer relationships and enhance our overall profitability.
•: Continue to focus on optimizing our manufacturing footprint and operational excellence. Our goal is to be the most cost-efficient producer of metal can packaging in our target categories.

We continually seek to optimize our manufacturing footprint by locating can assembly lines in close proximity to our customers and by relocating component manufacturing lines, where appropriate, to lower cost regions such as Eastern Europe. Within our plants we promote a culture of continuous improvement and employ Lean Manufacturing to continually drive further improvements in productivity, cost, quality, spoilage and safety. We believe these actions will enhance our total value proposition and reduce costs, while improving our capital efficiency and return on capital.

•: Selective investments in our business. We have achieved our current competitive position by pursuing strategic investment opportunities with attractive financial characteristics, rather than pursuing market share gains at the expense of operating margins. We will continue to evaluate investments in our business in line with our strategic objectives. We may selectively explore business opportunities with new and existing customers in our current and new end-use categories and regions. We expect these investments, including our recent investments in the United States and other projects, to contribute to our Adjusted EBITDA growth and deliver attractive return on capital.
•: Opportunistically pursue strategic value-enhancing acquisitions. We believe our core competencies include acquisitions, business integration and synergy capture. We have successfully acquired and integrated a number of businesses and we will continue to prudently evaluate potential acquisitions on a disciplined basis, in keeping with our stringent investment criteria.

Risk Factors

There are a number of risks you should consider before buying our shares. These risks are discussed more fully under "Risk Factors" beginning on page 14 of this prospectus. These risks include, but are not limited to:

•: Our business may be adversely affected by global and regional economic downturns.
•: We face intense competition from other metal can packaging producers, as well as from manufacturers of alternative forms of packaging.
•: An increase in metal container manufacturing capacity without a corresponding increase in demand for metal containers could cause prices to decline.
•: Because our customers are concentrated, our business could be adversely affected if we were unable to maintain relationships with our largest customers.
•: Our profitability could be affected by varied seasonal demands, climate and water conditions, and the availability and cost of raw materials.
•: Currency and interest rate fluctuations may have a material impact on our business.
•: Our expansion strategy may adversely affect our business if we are not able to integrate acquisitions successfully.
•: We are subject to various environmental, health and safety requirements and may be subject to new requirements of this kind in the future that could impose substantial costs upon us.
•: Our business may suffer if we do not retain our executive and senior management.
•: Our substantial debt could adversely affect our financial condition and our ability to successfully pursue strategic acquisitions and investments.
•: The dual class structure of our common shares has the effect of concentrating voting control with Ardagh and limiting our other shareholders' ability to influence corporate matters.
•: An active, liquid trading market for our Class A common shares may not develop and Class A common share prices may be volatile and could decline substantially following this offering.

Corporate Separation Transactions

The Separation consists of the following transactions, all of which will occur contemporaneously:

•: The share capital of the Company will be restructured to consist of common shares which can be designated as Class B common shares, each with 10 votes per share, or Class A common shares, each with one vote per share, and preference shares. Class A common shares will be sold in this offering and Class B common shares will be owned indirectly by Ardagh through its subsidiaries, assuming, in each case, no exercise of the underwriters' overallotment option.
•: The Company will offer Units for a total price to the public of $ million or Units, for a total price to the public of $ million, if the underwriters exercise their overallotment option in full. Each Unit is comprised of a prepaid share purchase contract and a mandatory redeemable preference share. See "Concurrent Offering of Tangible Equity Units."
•: A wholly-owned finance subsidiary of the Company will issue debt securities for estimated net proceeds of $ (the "Debt Financing"). See "Debt Financing."
•: In a series of transactions pursuant to an asset sale and separation agreement, the Ardagh Metal Packaging Business will be transferred to subsidiaries of the Company.
•: The Company will enter into other ancillary agreements with Ardagh and its affiliates covering matters including transition services, tax matters and shareholders' and registration rights.

The following chart summarizes our ownership and voting structure following the Separation and this offering (assuming no exercise of the underwriters' overallotment option):

(1): Class A Shares: Shares offered hereby. One vote each ( % of voting power), % of issued and outstanding common shares.

(2): Class B Shares: Ten votes each ( % of voting power), % of issued and outstanding common shares. Ardagh will own all of the issued Class B common shares indirectly through its subsidiaries.
(3): Units: Each Unit is composed of a prepaid share purchase contract for our Class A common shares and one of our mandatory redeemable preference shares on which we will pay preference share installment payments payable in cash, our Class A common shares or a combination thereof, at our election.

Historically, Ardagh and its affiliates have provided and, following the completion of this offering, will continue to provide significant corporate and shared service functions to us. The terms of these services and amounts to be paid by us to Ardagh will be provided for in the transition services agreement. See "Certain Relationships and Related Party Transactions." In addition to the charges for these services, we may incur other corporate and operational costs, which may be greater than historically allocated levels, to replace some of these services or for additional services relating to our being a listed company, including those related to our reporting and compliance obligations as a listed company. See "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Our executive offices are located at 10 Portman Square, London W1H 6AZ, United Kingdom. Our telephone number is . Our website address is . The information included or referred to, on or otherwise accessible through our website, is not included or incorporated by reference in this prospectus.

Concurrent Units Offering

Concurrently with this offering, pursuant to a separate prospectus, we are offering Units (or Units, if the underwriters exercise their overallotment option to purchase up to an additional Units in full) for cash. We estimate that the net proceeds of the concurrent Units Offering, after deducting the underwriting discounts and commissions and the estimated offering expenses, will be approximately $ million (or approximately $ million if the underwriters exercise their option to purchase additional Units with respect to such offering in full), although there can be no assurance that the concurrent Units Offering will be completed. The completion of this offering is not contingent on the completion of the concurrent Units Offering, but the concurrent Units Offering is contingent on the completion of this offering.

The Offering


Shares Offered		Class A common shares (or Class A common shares if the underwriters exercise their overallotment option in full).
Shares Issued and Outstanding Immediately After This Offering		Class A common shares (or Class A common shares if the underwriters exercise their overallotment option in full) and Class B common shares (or Class B common shares if the underwriters exercise their overallotment option in full).
Concurrent Tangible Equity Units Offering		Concurrently with this offering of Class A common shares, we are offering % tangible equity units (the "Units") for a total price to public of $ million (or Units, for a total price to public of $ million, if the underwriters exercise their overallotment option to purchase up to an additional Units in full) ("Units Offering").
		The completion of this offering is not contingent on the completion of the concurrent Units Offering, but the completion of the concurrent Units Offering is contingent on the completion of this offering. See "Concurrent Offering of Tangible Equity Units."
Use of Proceeds		We estimate that we will receive net proceeds from this offering and the concurrent Units Offering of approximately $ million (or approximately $ million if the underwriters exercise their overallotment option in connection with the Units Offering in full), assuming an initial public offering price of $ per Class A common share, the midpoint of the estimated range of the initial public offering price, after deducting underwriting discounts and estimated aggregate offering expenses payable by us.
		The proceeds of this offering will be used, together with the proceeds of the concurrent Units Offering and the Debt Financing, to acquire the Ardagh Metal Packaging Business. See "Use of Proceeds" and "Debt Financing."
		Our parent company has granted the underwriters an option to purchase up to additional Class A common shares to cover overallotments. We will not receive any proceeds from the sale of any additional Class A common shares pursuant to this overallotment option.
Dividend Policy		We do not currently intend to pay any dividends on the Class A or Class B common shares. See "Dividend Policy."
Listing		We intend to apply to have the Class A common shares listed on the New York Stock Exchange under the symbol "ORES."

Unless we indicate otherwise or the context requires, all information in this prospectus assumes:

•: an initial public offering price of $ per share, the midpoint of the offering range set forth on the cover page of this prospectus;
•: the underwriters do not exercise their overallotment options granted in connection with this offering or the concurrent Units Offering; and
•: the Units Offering is otherwise consummated on the terms described herein.

SUMMARY FINANCIAL INFORMATION

The following table sets forth certain historical financial data of the Company. The summary historical financial data as of and for the fiscal years ended December 31, 2014, 2013 and 2012 have been derived from the audited combined financial statements and related notes included elsewhere in this prospectus. The summary historical financial data as of and for the six months ended June 30, 2014 and 2015 have been derived from unaudited combined interim financial statements included elsewhere in this prospectus. The summary historical financial data set forth below should be read in conjunction with and is qualified in its entirety by reference to the audited combined financial statements and the related notes thereto. Our historical results are not necessarily indicative of results to be expected in any future period.

The following financial information should be read in conjunction with "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," our historical combined financial statements and the related notes, and the "Unaudited Combined Pro Forma Financial Information" included elsewhere in this prospectus.

	Unaudited twelve months ended June 30, 2015*			Six months ended June 30,

				Six months ended June 30,						Year ended December 31,
				2015			2014			2014			2013			2012
	(in euro millions, except percentages)
*Income Statement Data*
Revenue		1,920			961			891			1,850			1,848			1,909
Cost of sales		(1,689	)		(807	)		(760	)		(1,642	)		(1,707	)		(1,727	)

Gross profit		231			154			131			208			141			182

Exceptional cost of sales		86			16			10			80			112			133
Gross profit before exceptional cost of sales		317			170			141			288			253			315

Sales, general and administration expenses⁽¹⁾		(108	)		(58	)		(56	)		(106	)		(119	)		(125	)
Amortization		(23	)		(12	)		(12	)		(23	)		(23	)		(21	)
Exceptional costs		(13	)		(7	)		(3	)		(9	)		(11	)		(3	)

Operating profit/(loss)		87			77			60			70			(12	)		33
Net finance expense		(104	)		(54	)		(57	)		(107	)		(111	)		(135	)

(Loss)/profit before tax		(17	)		23			3			(37	)		(123	)		(102	)
Income tax (charge)/credit		(3	)		(7	)		—			4			29			10

(Loss)/profit for the period from continuing operations		(20	)		16			3			(33	)		(94	)		(92	)
(Loss)/profit for the period from discontinued operations		(48	)		—			2			(46	)		(8	)		(11	)

(Loss)/profit for the period		(68	)		16			5			(79	)		(102	)		(103	)
*Balance Sheet Data*
Cash and cash equivalents		34			34						45			45			95
Working capital⁽²⁾		282			282						220			314			288
Net debt⁽³⁾		1,585			1,585						1,486			1,250			1,542
Total assets		2,367			2,367						2,248			2,316			2,535
Total liabilities		(2,504	)		(2,504	)					(2,355	)		(2,052	)		(2,489	)
*Other Data from Continuing Operations*
Adjusted EBITDA⁽⁴⁾		274			144			116			246			212			255
Adjusted EBITDA margin⁽⁴⁾		14.3	%		15.0	%		13.0	%		13.3	%		11.5	%		13.4	%
Depreciation, amortization and non-exceptional impairment		88			44			43			87			101			86
Capital expenditure⁽⁵⁾		88			36			98			150			110			69

The reconciliation of (loss)/profit for the period to Adjusted EBITDA is as follows:

	Unaudited twelve months ended June 30, 2015			Six months ended June 30,					Year ended December 31,

	Unaudited twelve months ended June 30, 2015			2015		2014			2014			2013			2012
	(in euro millions)
(Loss)/profit for the period		(68	)		16		5			(79	)		(102	)		(103	)
Loss/(profit) for the period from discontinued operations		48			—		(2	)		46			8			11
Income tax charge/(credit)		3			7		—			(4	)		(29	)		(10	)
Net finance expense		104			54		57			107			111			135
Depreciation, amortization and non-exceptional impairment		88			44		43			87			101			86
Exceptional items		99			23		13			89			123			136

Adjusted EBITDA		274			144		116			246			212			255

Footnotes:

*: The unaudited financial data for the last twelve months ended June 30, 2015 has been calculated by subtracting the data for the six months ended June 30, 2014 from the data for the year ended December 31, 2014 and adding the data for the six months ended June 30, 2015.
⁽¹⁾: Sales, general and administration expenses are before amortization and exceptional costs.
⁽²⁾: Working capital is defined as comprising inventories, trade and other receivables, trade and other payables and current provisions, and excludes derivatives, cash, short term borrowings and income taxes payable.
⁽³⁾: Net debt is defined as related party debt, bank loans and other borrowings (current and non-current) less cash, cash equivalents and restricted cash. The following table provides a calculation of net debt.

	At June 30,			At December 31,

	2015			2014			2013			2012
	(in euro millions)
Related party debt		1,605			1,515			1,278			1,541
Bank loans		11			12			13			87
Other borrowings		10			10			11			15
Total borrowings		1,626			1,537			1,302			1,643

Cash, cash equivalents and restricted cash		(41	)		(51	)		(52	)		(101	)
Net debt		1,585			1,486			1,250			1,542

⁽⁴⁾: Adjusted EBITDA is defined as operating profit/(loss) for the period before depreciation, amortization, non-exceptional impairment and exceptional items. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by revenue. Adjusted EBITDA and Adjusted EBITDA margin are presented because we believe that they are frequently used by securities analysts, investors and other interested parties in evaluating companies in the metal can packaging industry. However, other companies may calculate EBITDA and Adjusted EBITDA in a manner different from ours. Adjusted EBITDA and Adjusted EBITDA margin are not measures of financial performance under IFRS and should not be considered an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to profit/(loss) as indicators of operating performance or any other measures of performance derived in accordance with IFRS. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Supplemental Management's Discussion and Analysis—Key Operating Measures."
⁽⁵⁾: Capital expenditure comprises purchases of property, plant and equipment and software and other intangibles, less proceeds from disposal of property, plant and equipment.

An investment in our Class A common shares involves a high degree of risk. In addition to the other information contained in this prospectus, you should carefully consider the following risk factors before purchasing the Class A common shares. If any of the possible events described below occurs, our business, financial condition, results of operations or prospects could be adversely affected. If that happens, the value of the shares may decline and you could lose all or part of your investment. The risks and uncertainties below are those known to us and that we currently believe may materially affect us.

Our business may be adversely affected by global and regional economic downturns.

Our primary direct customers sell to consumers of food, personal care and household products. If economic conditions negatively impact consumer demand, our customers may be affected and so reduce the demand for our products, which would decrease our sales volume. Changes in global economic conditions may reduce our ability to forecast developments in our industry and plan our operations and costs, resulting in operational inefficiencies. Negative developments in our business, results of operations and financial condition due to changes in global economic conditions or other factors could impair our ability to raise equity or debt capital or refinance our maturing borrowings and could increase our cost of capital.

The global financial crisis adversely impacted consumer confidence and led to declines in income and asset values in many areas. This resulted, and may continue to result, in reduced spending on our customers' products, which also reduced our customers' demand for our products.

The global financial crisis and its aftermath also led to more limited availability of credit, which has adversely impacted and may continue to adversely impact the financial condition, particularly on the purchasing ability, of some of our customers and may also result in requests for extended payment terms, and result in credit losses, insolvencies and diminished sales channels available to us. Our suppliers may have difficulties obtaining necessary credit, which could jeopardize their ability to provide timely deliveries of raw materials and other essentials to us. The current credit environment may also lead to suppliers requesting credit support or otherwise reducing credit, which may have a negative effect on our cash flows and working capital.

Furthermore, the global financial crisis and its aftermath have increased the risk that one or more eurozone countries could come under increasing pressure to leave the European Monetary Union, or the euro as the single currency of the eurozone could cease to exist. Any of these developments, or the perception that any of these developments are likely to occur, could have a material adverse effect on the economic development of the affected countries and could lead to severe economic recession or depression, and a general anticipation that such risks will materialize in the future could jeopardize the stability of financial markets or the overall financial and monetary system. This, in turn, would have a material adverse effect on our business, financial position, liquidity and results of operations.

We face intense competition from other metal can packaging producers, as well as from manufacturers of alternative forms of packaging.

The metal can packaging industry in which we operate is competitive and mature and has experienced limited growth, or in some cases declines, in demand in recent years. We experience price pressure from competitors, which can lead to price reductions or limit our ability to increase prices, for example to recover increases in raw material costs, wages or operating costs. Price-driven competition may increase as producers seek to capture more sales volumes in order to keep their plants operating at optimal levels and to reduce unit costs.

The most competitive part of the metal can packaging industry is the sale of undifferentiated, standardized cans and containers. Prices for these products are primarily driven by raw material costs and seasonal overcapacity, and price competition is sometimes fierce. Competition for customized, differentiated packaging is based on price and, increasingly, on innovation, design, quality and service. Our principal competitors include Crown Holdings in Europe and Ball Corporation, Crown Holdings and Silgan Holdings in North America. To the extent that any one or more of our competitors become more successful with respect to any key competitive factor, our ability to attract and retain customers could be materially and adversely affected, which could have a material adverse effect on our business.

We are subject to substantial competition from producers of packaging made from plastic, carton and composites, particularly from producers of plastic containers and flexible packaging. Changes in consumer preferences in terms of food processing (e.g. fresh or frozen food content and dry versus wet pet food) or in terms of packaging materials, style and product presentation can significantly influence sales. To a more limited extent, changes in customer preference driven by cost or other considerations may also impact our sales. An increase in our costs of production or a decrease in the costs of, or a further increase in consumer demand for, alternative packaging could have a material adverse effect on our business, financial position, liquidity and results of operations.

An increase in metal container manufacturing capacity without a corresponding increase in demand for metal containers could cause prices to decline.

The profitability of metal can packaging companies is heavily influenced by the supply of, and demand for, metal cans. There can be no assurance that the metal container manufacturing capacity in any of our regions or categories will not increase further in the future, nor can there be any assurance that demand for metal containers will meet or exceed supply. If metal container manufacturing capacity increases and there is no corresponding increase in demand, the prices we receive for our products could materially decline, which could have a material adverse effect on our business, financial condition and results of operations.

Because our customers are concentrated, our business could be adversely affected if we were unable to maintain relationships with our largest customers.

For the year ended December 31, 2014, our ten largest customers accounted for approximately 32% of our revenue. As a result of our recent strategic investment in the United States and the related long-term contract, this percentage is expected to increase. We believe our relationships with these customers are good, but there can be no assurance that we will be able to maintain these relationships.

Over half of our 2014 revenue was from multi-year contracts, with the balance largely subject to annual arrangements. Although these arrangements have provided, and we expect they will continue to provide, the basis for long-term partnerships with our customers, they do not contain exclusivity provisions, and there can be no assurance that our customers will continue to purchase our products.

If our customers unexpectedly reduce the number of metal cans they purchase from us, or cease purchasing our metal cans altogether, our revenues could decrease and our inventory levels could increase, both of which could have an adverse effect on our business, financial condition and results of operations. In addition, while we believe that the arrangements that we have with our customers will be renewed, there can be no assurance that such arrangements will be renewed upon their expiration on terms as favorable as the current arrangements or that they will not be terminated prior to the expiration if permitted under the agreement. There is also the risk that our customers may shift their filling operations to locations in which we do not operate. The loss of one or more of these customers, a significant reduction in sales to these customers, a significant change in the commercial terms of our relationship with these customers or a decision by any of these customers to manufacture their own cans or to cease purchasing metal cans entirely could have a material adverse effect on our business.

The continuing consolidation of our customer base may intensify pricing pressures or result in the loss of customers, either of which could have a material adverse effect on our business.

The market sectors in which our customers operate are consolidating. For example, H.J. Heinz and Kraft Foods Group merged in July 2015 and Thai Union Group agreed to acquire Bumble Bee Seafoods in December 2014. Thai Union Group also bought the canned food business of MW Brands in October 2010. Similarly, many of our largest customers have acquired companies with similar or complementary product lines. This consolidation has increased the concentration of our net sales with our largest customers, which may increase the degree to which our business could be adversely affected if we are unable to maintain those relationships. In many cases, such consolidation may be accompanied by pressure from customers for lower prices. Increased pricing pressures from our customers may have a material adverse effect on our business, financial condition and results of operations. In addition, this consolidation may lead manufacturers to rely on a reduced number of suppliers. If, following the consolidation of one of our customers with another company, a competitor was to be the main supplier to the consolidated companies, this could have a material adverse effect on our business, financial condition or results of operations.

Our business may be adversely affected by cyclicality in the business of our customers.

Some of our customers operate in cyclical markets. For example, our sales in the paints & coatings category are impacted by the building and construction industries and the do-it-yourself home decorating market. Demand in these markets is cyclical, as to a lesser extent is demand for products in the aerosols market. Variations in the demand for metal can packaging products in these categories could have a material adverse effect on our business, financial condition and results of operations.

Demand for our products is seasonal. Our sales are typically greater in the second and third quarters of the year, with generally lower sales in the first and fourth quarters. Seasonal consumption cycles in the markets in which certain of our customers operate may result in fluctuations in demand for our products and therefore may have an adverse impact on our business, results of operations and financial condition. A significant part of our revenue is attributable to the seasonal canning of fruit and vegetables and hence is dependent on the fruit and vegetable harvest in certain regions. Our seafood canning activities are also affected by seasonal variations in local fish catches. The variable nature of the food and seafood packaging businesses could have a material adverse effect on our business, financial condition and results of operations.

The potential impact of climate change on our customers' operations is uncertain, and it could have various effects on the demand for our products in different regions around the world. Weather conditions can adversely affect crop yields or fish catches, and thus adversely affect customer demand for our products. In addition, water is a limited resource in many parts of the world, facing unprecedented challenges from overexploitation, increasing pollution, poor management and climate change. As demand for water continues to increase around the world, water becomes scarcer and the quality of available water deteriorates, our customers may incur increased production costs and/or reduce demand for our products. Our vulnerability to natural conditions could have a material adverse effect on our business, financial condition and results of operations.

Our profitability could be affected by the availability and cost of raw materials.

The raw materials that we use have historically been available in adequate supply from multiple sources. For certain raw materials, however, there may be temporary shortages due to weather, transportation, production delays or other factors. In such an event, no assurance can be given that we

would be able to secure our raw materials from sources other than our current suppliers on terms as favorable as our current terms, or at all. Any such shortages, as well as material increases in the cost of any of the principal raw materials that we use, could have a material adverse effect on our business, financial condition and results of operations.

The primary raw materials that we use are steel (both in tinplate and tin-free forms) and aluminum. Furthermore, the relative price of oil and its by-products may materially impact our business, affecting our transport, lacquer and ink costs.

Steel is generally obtained under one-year contracts, with prices that are usually fixed in advance. When such contracts are renewed in the future, our steel costs under such contracts will be subject to prevailing global steel and/or tinplate prices at the time of renewal, which may be different from historical prices.

Unlike steel, where there is no functioning hedging market, aluminum ingot is traded daily as a commodity (priced in U.S. dollars) on the London Metal Exchange, which has historically been subject to significant price volatility. Because aluminum is priced in U.S. dollars, fluctuations in the U.S. dollar/euro rate also affect the euro cost of aluminum.

We may not be able to pass on all or substantially all raw material price increases, now or in the future. In addition, we may not be able to hedge successfully against raw material cost increases. Furthermore, while in the past sufficient quantities of steel and aluminum have been generally available for purchase, these quantities may not be available in the future, and, even if available, we may not be able to continue to purchase them at current prices. For instance, the significant increase in worldwide demand for steel in 2008 resulted in temporary tinplate shortages, and substantial price increases in the period 2008 to 2011 for supplies of tinplate and tin-free steel as contracts expired, initially in the United States and Asia and later in Europe. Availability has increased and prices have eased since 2011, but this situation could quickly reverse. Also, during the period of declining prices in 2012 and 2013, certain customers deferred purchasing decisions in anticipation of the pass-through of continued declining tinplate prices. Increases in the cost of raw materials could adversely affect our operating margins and cash flows. In addition, decisions by customers to defer purchases of our products in anticipation of declining raw material prices could adversely affect our revenues, financial condition and cash flows.

The supplier industries from which we receive our raw materials are relatively concentrated, and this concentration can impact raw material costs. Over the last ten years, the number of major tinplate and aluminum suppliers has decreased. Further consolidation could occur both among tinplate and aluminum suppliers, and such consolidation could hinder our ability to obtain adequate supplies of these raw materials and could lead to higher prices for tinplate and aluminum. The failure to obtain adequate supplies of raw materials or future price increases could have a material adverse effect on our business, financial condition and results of operations.

Currency and interest rate fluctuations may have a material impact on our business.

We have production facilities in 20 different countries worldwide. We sell products to, and obtain raw materials from, companies located in different regions and countries globally. As a consequence, a significant portion of our consolidated revenue, costs, assets and liabilities are denominated in currencies other than the euro, particularly the British pound and the U.S. dollar. Accordingly, we are subject to translation risk when we consolidate our financial statements. The exchange rates between some of these currencies, such as U.S. dollars, British pounds, Czech koruna and Polish zloty, have fluctuated significantly in the past and may continue to do so in the future, which could adversely affect our results of operations and assets and liabilities as reported in our financial statements.

We are subject to currency transaction risk when we incur raw material costs in one currency and sell our products in another currency. For example, aluminum ingot prices are denominated in U.S.

dollars, while a portion of our sales of our end-products are denominated in British pounds or euros. Our policy is, where practical, to hedge such transaction risks associated with exchange rate fluctuations. However, we may not be successful in limiting such exposure, which could adversely affect our business, financial condition and results of operations.

Changes in exchange rates can affect our ability to purchase raw materials and sell products at profitable prices, reduce the value of our assets and revenues, and increase liabilities and costs. The volatility in exchange rates may also increase the costs of our products that we may not be able to pass on to our customers; impair the purchasing power of our customers in different markets; result in a competitive benefit to certain of our competitors who incur a material part of their costs in other currencies than we do; hamper our pricing and margins; and increase our hedging costs and limit our ability to hedge our exchange rate exposure.

We are also exposed to interest rate risk. Fluctuations in interest rates may affect our interest expense on existing debt and the cost of new financing. We may use swaps to manage this risk, but sustained increases in interest rates could nevertheless materially adversely affect our business, financial condition and results of operations.

We aim over the longer term to continue to capitalize on strategic opportunities to expand our activities. We believe that such future expansion is likely to require the further acquisition of existing businesses. Because we believe that such businesses may be acquired with modest equity and relatively high levels of financial leverage, given the cash-generating capabilities of our business, our leverage may increase in the future in connection with any acquisitions. This could have an adverse effect on our business, financial condition and results of operations. In addition, any future expansion is subject to various risks and uncertainties, including the inability to integrate effectively the operations, personnel or products of acquired companies, failing to identify material problems and liabilities in our due diligence review of acquisition targets, failing to obtain sufficient indemnification rights to fully offset possible liabilities associated with acquired businesses, impairing relationships with employees and customers of the acquired business as a result of changes in ownership and management and the potential disruption of existing businesses and diversion of management's attention from our existing businesses. Furthermore, there is no assurance that any future expansions will achieve positive results.

We are subject to various environmental, health and safety requirements and may be subject to new requirements of this kind in the future that could impose substantial costs upon us.

Our operations and properties are subject to comprehensive environmental, health and safety laws and regulations in each of the countries where we operate. Such laws and regulations which may affect our operations include requirements regarding remediation of contaminated soil, groundwater and buildings, water supply and use, natural resources, water discharges, air emissions, waste management, noise pollution, asbestos and other regulated materials, the generation, storage, handling, transportation and disposal of regulated materials, product safety, and workplace health and safety.

The scope of such laws and regulations varies across the different jurisdictions in which we operate. Our operations and properties in the Member States of the European Union must comply with the environmental, health and safety requirements of the relevant Member State, as well as EU and international legal requirements. Similarly, our operations and properties in the United States must comply with federal, state and local requirements. These requirements are complex and changing and have tended to become more stringent over time. Failure to comply with, or other liability under, these laws and regulations may have a material adverse effect on our business, financial condition and results of operations.

We are also subject to requirements that regulate air emissions and we must obtain environmental permits for certain of our operations such as for solvent emissions. In order to comply with air emission requirements, significant capital investments or operational changes may be necessary at some sites. We have incurred, and expect to continue to incur, costs to comply with such legal requirements, and these costs could increase in the future. Failure to obtain and maintain the relevant permits, as well as non-compliance with such permits or related rules and regulations, could have a material adverse effect on our business, financial condition and results of operations. If we were to violate or fail to comply with these laws and regulations or our permits, we could be subject to criminal, civil and administrative sanctions and liabilities, including substantial fines, penalties, additional capital expenditures and orders, or a partial or total shutdown of our operations.

Facilities at which we operate often have a long history of industrial activities and may be, or have been in the past, engaged in activities involving the use of materials and processes that could give rise to contamination and result in potential liability to investigate or remediate, as well as claims for alleged damage to persons, property or natural resources. Liability may be imposed on us as owners, occupiers or operators of contaminated facilities. These legal requirements may apply to contamination at sites that we currently or formerly owned, occupied or operated, or that were formerly, owned, occupied or operated by companies we acquired or at sites where we have sent waste offsite for treatment or disposal. Regarding facilities of our acquired companies, there is no assurance that our due diligence investigations identified or accurately quantified all material environmental matters related to those facilities. Furthermore, from time to time we may close manufacturing or other industrial sites. The closure of a site may accelerate the need to investigate and remediate any contamination at the site.

Impositions of laws or regulations relating to food safety, recycling or other packaging requirements could adversely affect our business.

Changes in laws and regulations laying down restrictions on, and conditions for use of, food contact materials or on the use of materials and agents in the production of our products could adversely affect our business. Changes to health and food safety regulations could increase costs and also might have a material adverse effect on revenues if, as a result, the public attitude toward end-products, for which we provide packaging, were substantially affected.

For example, in 2007, the European Union passed regulations concerning the Registration, Evaluation, Authorization and Restriction of Chemicals ("REACH"), which place onerous obligations on the manufacturers and importers of substances, preparations and articles containing substances, and which may have a material adverse effect on our business. Furthermore, substances we use may have to be removed from the market (under REACH's authorization and restriction provisions or otherwise) or need to be substituted for alternative chemicals which may also adversely impact upon our operations. Development of substitute materials to comply with any such requirements may not be feasible or cost effective. Environmental concerns could lead United States or EU bodies to implement other regulations that are likely to be restrictive for us and have a material negative impact on our or its business, financial condition and results of operations.

Another example is restrictions on Bisphenol-A ("BPA") in coatings for some of our products, which have been proposed or adopted in the European Union and some of its Member States, as well as the United States, with wider restrictions under consideration. This change has required us to develop substitute materials for our production, which we have done. However, there is no assurance that substitute products will not be challenged in the future on health or safety issues.

Changes in laws and regulations relating to deposits on, and the recycling of, metal cans could adversely affect our business if implemented on a large scale in the regions where we operate. The effectiveness of new standards such as the ones related to recycling or deposits on different packaging materials could result in excess costs or logistical constraints for some of our customers who could

choose to reduce their consumption and even terminate the use of metal can packaging for their products. We could thus be forced to reduce, suspend or even stop the production of certain types of products. The regulatory changes could also affect our prices, margins, investments and activities, particularly if these changes resulted in significant or structural changes in the market for food packaging that might affect the market shares for metal cans, the volumes produced or production costs.

Our manufacturing processes involve operating heavy machinery and equipment and entail a number of risks and hazards, including industrial accidents, fire, mechanical failures and environmental hazards, all with potential requirements for environmental remediation and civil, criminal and administrative sanctions and liabilities. These hazards may cause unplanned business interruptions, unscheduled downtime, transportation interruptions, personal injury and loss of life, severe damage to or the destruction of property and equipment, environmental contamination and other environmental damage, civil, criminal and administrative sanctions and liabilities, harm to our reputation, and third-party claims, any of which may have a material adverse effect on our business, financial condition and results of operations.

An interruption in the operations of our manufacturing facilities may adversely affect our business, financial condition and results of operations.

Due to the operating conditions inherent in some of our manufacturing processes, a mechanical or electrical failure or disruption affecting any major operating line may result in a disruption to our ability to supply customers, and standby capacity may not be available. The potential impact of any disruption would depend on the nature and extent of the damage caused to such facility. Further, our operations may be disrupted by the occurrence of natural phenomena, such as earthquakes, tsunamis and hurricanes. There can be no assurance that we will not incur unplanned business interruption or that such interruptions will not have an adverse impact on our business, financial condition and results of operations.

We could incur significant costs in relation to claims of injury and illness resulting from materials present or used at our production sites.

Since the 1990s, items made of asbestos have gradually been removed at our sites in Europe and the United States. Because of the age of some of our sites, however, asbestos-cement may have been used in construction and may still be present at these sites. When these buildings are modernized or repaired, the cost of upgrades is higher because of the restrictions associated with removing asbestos-containing materials.

We are exposed to claims alleging injury or illness associated with asbestos and related compensation over and above the support that may be offered through various existing social security systems in countries where we operate.

We could incur significant costs due to the location of some of our industrial sites in urban areas.

Obtaining, renewing or maintaining permits and authorizations issued by administrative authorities necessary to operate our production plants could be made more difficult due to the increasing urbanization of the sites where some of our manufacturing plants are located. Some of our older sites are located in urban areas. Urbanization could lead to more stringent operating conditions (by imposing traffic restrictions for example), conditions for obtaining or renewing the necessary authorizations, the refusal to grant or renew these authorizations, or expropriations of these sites in order to allow urban planning projects to proceed.

The occurrence of such events could result in us incurring significant costs. There can be no assurance that the occurrence of such events would entitle us to partial or full compensation.

Organized strikes or work stoppages by unionized employees may have a material adverse effect on our business.

Many of our operating companies are party to collective bargaining agreements with trade unions. These agreements cover the majority of our employees. Upon the expiration of any collective bargaining agreement, our operating companies' inability to negotiate acceptable contracts with trade unions could result in strikes by the affected workers and increased operating costs as a result of higher wages or benefits paid to union members. If the unionized workers were to engage in a strike or other work stoppage, we could experience a significant disruption of operations and/or higher ongoing labor costs, which may have a material adverse effect on our business, financial condition and results of operations.

Failure of control measures and systems resulting in faulty or contaminated product could have a material adverse effect on our business.

We have strict control measures and systems in place to ensure that the maximum safety and quality of our products is maintained. The consequences of a product not meeting these rigorous standards, due to, among other things, accidental or malicious raw materials contamination or due to supply chain contamination caused by human error or equipment fault, could be severe. Such consequences might include adverse effects on consumer health, litigation exposures, loss of market share, financial costs and loss of revenues.

In addition, if our products fail to meet our usual rigorous standards, we may be required to incur substantial costs in taking appropriate corrective action (up to and including recalling products from consumers) and to reimburse customers and/or end consumers for losses that they suffer as a result of this failure. Customers and end consumers may seek to recover these losses through litigation and, under applicable legal rules, may succeed in any such claim despite there being no negligence or other fault on our part. Placing an unsafe product on the market, failing to notify the regulatory authorities of a safety issue, failing to take appropriate corrective action and failing to meet other regulatory requirements relating to product safety could lead to regulatory investigation, enforcement action and/or prosecution. Any product quality or safety issue may also result in adverse publicity, which may damage our reputation. This could in turn have a material adverse effect on our business, financial condition and results of operations. Although we have not had material claims for damages for defective products in the past, and have not conducted any substantial product recalls or other material corrective action, these events may occur in the future.

In certain contracts, we provide warranties in respect of the proper functioning of our products and the conformity of a product to the specific use defined by the customer. In addition, if the product contained in packaging manufactured by us is faulty or contaminated, it is possible that the manufacturer of the product in question may allege that the packaging provided by us is the cause of the fault or contamination, even if the packaging complies with contractual specifications.

In case of the failure of packaging produced by us to open properly or to preserve the integrity of its contents, we could face liability to our customers and to third parties for bodily injury or other tangible or intangible damages suffered as a result. Such liability, if it were to be established in relation to a sufficient volume of claims or to claims for sufficiently large amounts, could have a material adverse effect on our business, financial condition and results of operations.

Our existing insurance coverage may be insufficient and future coverage may be difficult or expensive to obtain.

Although we believe that our insurance policies provide adequate coverage for the risks inherent in our business, these insurance policies typically exclude certain risks and are subject to thresholds and limits. There is no assurance that our property, plant and equipment and inventories will not suffer damages due to unforeseen events or that the proceeds available from our insurance policies will be sufficient to protect us from all possible loss or damage resulting from such events. As a result, our insurance coverage may prove to be inadequate for events that may cause significant disruption to our operations, which may have a material adverse effect on our business, financial condition and results of operations.

We may suffer indirect losses, such as the disruption of our business or third-party claims of damages, as a result of an insured risk event. While we carry business interruption insurance and general liability insurance, they are subject to limitations, thresholds and limits, and may not fully cover all indirect losses.

We renew our insurance policies on an annual basis. The cost of coverage may increase to an extent that we may choose to reduce our policy limits or agree to additional exclusions from our coverage. Among other factors, adverse political developments, security concerns and natural disasters in any country in which we operate may materially adversely affect available insurance coverage and result in increased premiums for available coverage and additional exclusions from coverage.

Our food packaging sales could be affected adversely by changes in agricultural subsidy rules.

Subsidies are provided to agricultural producers under applicable rules governing the production of various fruit, vegetable and dairy products. The availability of these subsidies may affect levels of production for certain agricultural products. Any reduction in existing subsidy levels could lead to a reduction in harvest or canning operations and therefore could have a material adverse effect on our business, financial condition and results of operations.

Our pension obligations could lead to changes in cash outlays, reported liabilities and/or costs.

We have significant defined benefit pension plan obligations, and rely upon actuarial models to calculate our pension benefit obligations and the related effects on operations. Accounting for pension plans requires the use of estimates and assumptions regarding numerous factors, including the discount rate, the long-term rate of return on plan assets, compensation increases, retirement ages, mortality and employee turnover. On an annual basis, we evaluate these critical assumptions and make changes to them as necessary to reflect our experience and current market conditions. Two of the critical assumptions in determining reported expense or liability for pensions are the discount rate and the long-term expected rate of return on plan assets. The use of a lower discount rate would normally increase the present value of benefit obligations and the use of a lower long-term rate of return on plan assets would normally increase reported pension expenses. We do not anticipate that future changes in either of these assumptions would give rise to material differences in cash contributions for at least the next twelve months. However, in the longer term, a change in either the discount rate or the long-term rate of return on plan assets could lead to increases in required cash contributions in respect of funded plans, and changes in reported liabilities and pension costs in respect of both funded and unfunded schemes.

Likewise, a deterioration in a funded pension plan's investment portfolio performance or the adoption of a more conservative approach to investment strategy could cause increases to our pension expense and ultimately to its required cash contributions.

We also have significant unfunded defined benefit pension plan obligations, particularly in Germany. It is expected that payments under these unfunded plans will increase gradually over the coming years as plan members begin to reach retirement age in larger numbers.

Any of the above risks related to our funded or unfunded pension obligations could have a material adverse effect on our business, financial condition and results of operations.

Changes in tax rates, in tax laws or interpretations of tax laws, challenges to interpretations of tax laws or a change in tax residence may adversely affect our effective tax rates or future profitability.

As a global business, we are subject to taxation in various countries. Changes in our tax rates could affect future results of operations. Our future effective tax rates could be unfavorably affected by changes in tax laws or the interpretation of tax laws, by unanticipated decreases in the amount of revenue or earnings in countries with low statutory tax rates, or by changes in the valuation of our deferred tax assets and liabilities or changes in its reserves.

We are resident in the United Kingdom for U.K. tax purposes. In the event that the Company ceases to be U.K. tax resident, adverse tax consequences might arise. This could arise as a result of a change of law or the practice of any relevant tax authority or as a result of any change in the conduct of our affairs or other factors.

We rely upon generally accepted interpretations of tax laws in the countries in which we operate. While we believe we are fully tax compliant in all the territories in which we operate, we cannot be certain that the responsible local tax authority is in agreement with our views. Challenges by local tax authorities may lead to an imposition of additional taxes that we do not currently pay or collect, or to a loss or reduction to tax assets, which could have an adverse effect on our business, financial condition and results of operations.

We may become subject to taxes in Bermuda after March 31, 2035, which may have a material adverse effect on our results of operations and your investment.

The Bermuda Minister of Finance, under the Exempted Undertakings Tax Protection Act 1966 of Bermuda, as amended, has given us an assurance that if any legislation is enacted in Bermuda that would impose tax computed on profits or income, or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, then the imposition of any such tax will not be applicable to us or any of our operations, shares, debentures or other obligations until March 31, 2035, except insofar as such tax applies to persons ordinarily resident in Bermuda or to any taxes payable by us in respect of real property owned or leased by us in Bermuda. See "Taxation—Material Bermuda Tax Considerations." Given the limited duration of the Bermuda Minister of Finance's assurance, we cannot assure you that we will not be subject to any Bermuda tax after March 31, 2035. Imposition of such tax may have a material adverse effect on our results of operations and your investment.

We rely significantly on the use of information technology. Any technology failures causing a material disruption to operational technology or cyber-attacks on our systems affecting our ability to protect the integrity and security of customer and employee information could harm our reputation and/or could disrupt our operations and negatively impact our business.

We increasingly rely on information technology systems to process, transmit and store electronic information. A significant portion of the communication between personnel, customers and suppliers depends on information technology. We also use information technology systems and networks in our operations and supporting departments such as marketing, accounting, finance, and human resources. The future success and growth of our business depend on streamlined processes made available through information systems, global communications, internet activity and other network processes.

Like most companies, despite our current security measures, our information technology systems may be vulnerable to information security breaches, acts of vandalism, computer viruses and interruption or loss of valuable business data. Stored data might be improperly accessed due to a variety of events beyond our control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers and other security issues. We have technology security initiatives and disaster recovery plans in place to mitigate our risk to these vulnerabilities, but these measures may not be adequate or implemented properly to ensure that our operations are not disrupted or that data security breaches do not occur. Any disruption to these systems or networks could result in production delays, key personnel being unable to perform duties or communicate throughout the organization, significant costs for data restoration and other adverse impacts on our business and reputation.

Hackers and data thieves are increasingly sophisticated and operate large-scale and complex automated attacks. Any breach of our network may result in the loss of valuable business data, misappropriation of our customers' or employees' personal information, or a disruption of our business. Despite our existing security procedures and controls, if our network was compromised, it could give rise to unwanted media attention, materially damage our customer relationships, harm our business, reputation, results of operations, cash flows and financial condition, result in fines or lawsuits, and may increase the costs we incur to protect against such information security breaches, such as increased investment in technology, the costs of compliance with consumer protection laws and costs resulting from consumer fraud.

Changes in consumer lifestyle, nutritional preferences and health-related concerns could adversely affect our business.

Certain end-use categories represent a significant proportion of our business. In the past, the occurrence of diseases such as bovine spongiform encephalopathy and swine fever have sometimes led to reduced demand for associated canned products, such as sauces, soups and ready meals, and publicity about the supposed carcinogenic effect of coatings used on some cans may have affected sales of canned products. Any decline in the popularity of these product types as a result of lifestyle, nutrition and health considerations could have a significant impact on our customers and could have a material adverse impact on our business, financial condition and results of operations.

Our business may suffer if we do not retain our executive and senior management.

We depend on our executive management team, who are identified under the "Management" section of this prospectus. Although we do not anticipate that we will have to replace any of our executive management team in the near future, the loss of services of any of the members of our executive management or other members of senior management could adversely affect our business until a suitable replacement can be found. There may be a limited number of persons with the requisite skills to serve in these positions and there is no assurance that we would be able to locate or employ such qualified personnel on terms acceptable to us or at all.

In addition, although we may enter into employment agreements with certain members of our senior management team, we may not be able to retain their services as expected. The loss of senior management personnel could have a material adverse effect on our business.

Our substantial debt could adversely affect our financial condition and our ability to successfully pursue strategic acquisitions and investments.

After the Debt Financing, we will have a substantial amount of debt and significant debt service obligations. As of December 31, 2014, after giving pro forma effect to the Separation and the Debt

Financing, we would have had total borrowings of € . Our substantial debt could have important negative consequences for you as a holder of our shares. For example, our substantial debt could:

It may be necessary in the future to refinance our debt. If market conditions are materially different or our credit profile deteriorates, the cost of such refinancing debt may be significantly higher or we may be unable to procure any refinancing. To the extent we cannot meet any future debt service obligations through use of cash flow, refinancing or otherwise, we will risk acceleration of our outstanding debt.

We may incur substantial additional debt in the future, which could intensify the risks described above. If we breach a restrictive covenant under our debt, or an event of default occurs with respect to our debt, the lenders thereunder may be entitled to declare all amounts owing in respect of such indebtedness due and payable immediately, which could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

The dual class structure of our common shares has the effect of concentrating voting control with Ardagh and limiting our other shareholders' ability to influence corporate matters.

Our Class B common shares have 10 votes per share, and our Class A common shares, which is the class we are offering in this offering, have one vote per share. Ardagh will own Class B common shares representing approximately % of the voting power of our issued and outstanding share capital immediately following this offering, assuming no exercise of the underwriters' overallotment option. As a result, Ardagh will control the outcome of most matters requiring shareholder approval, including:

This voting control and influence may discourage transactions involving a change of control of the Company, including transactions in which you as a holder of our Class A common shares might otherwise receive a premium for your shares.

In addition, Ardagh may continue to be able to control the outcome of most matters submitted to our shareholders for approval even if its shareholdings represent less than 50% of our issued and outstanding share capital. Because of the 10-to-1 voting ratio between our Class B and Class A common shares, Ardagh, as beneficial owner of all of our Class B common shares, will continue to control a majority of the combined voting power of our issued and outstanding share capital even when Class B common shares represent as little as 15% of all issued and outstanding common shares. This concentrated control will limit the ability of holders of our Class A common shares to influence corporate matters for the foreseeable future, and, as a result, the market price of our Class A common shares could be adversely affected.

An active, liquid trading market for our Class A common shares may not develop, and you may not be able to resell our Class A common shares at or above the price you paid, or at all.

Prior to this initial public offering, there has been no public market for our Class A common shares. If an active trading market for our Class A common shares does not develop after this offering, the market price and liquidity of our Class A common shares may be materially and adversely affected and you may have difficulty selling our Class A common shares that you purchase. We cannot assure you that an active trading market for our Class A common shares will develop or that the market price of our Class A common shares will not decline below the initial public offering price.

Our share price may change significantly following the offering, and you could lose all or part of your investment as a result.

We, Ardagh and the underwriters will negotiate to determine the initial public offering price. You may not be able to resell your Class A common shares at or above the initial public offering price due to a number of factors such as those listed in "—Risks Relating to Our Business" and the following, some of which are beyond our control:

Furthermore, the stock market may experience periods of unusual volatility that, in some cases, is unrelated or disproportionate to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the market price of our, Class A common shares, regardless of our actual operating performance.

In the past, following periods of market volatility, shareholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

The offering price per Class A common share offered under this prospectus may not accurately reflect the value of your investment.

Prior to this offering, there has been no market for our Class A common shares. The offering price per Class A common share offered by this prospectus, was negotiated among Ardagh, the underwriters and us. Factors considered in determining the price of our Class A common shares include:

The offering price may not accurately reflect the value of our Class A common shares and may not be realized upon any subsequent disposition of the shares. If the market price of our Class A common shares declines below the initial public offering price, holders of the Class A common shares will be adversely affected.

If securities or industry analysts do not publish research or reports about our business, publish inaccurate or unfavorable research about our business or adversely change their recommendations regarding our shares, our Class A common share price and trading volume could decline.

The trading market for our Class A common shares will be influenced in part by the research and other reports that industry or securities analysts may publish about us or our business. We do not currently have, and may never obtain, research coverage by industry or financial analysts. If no or few analysts commence coverage of us, the trading price of our Class A common shares would likely be negatively affected. Even if we do obtain analyst coverage, if one or more of the analysts who cover us downgrade our shares, or if analysts issue other unfavorable commentary or inaccurate research, our share price would likely decline. If one or more of these analysts cease coverage of the Company or fail

to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.

Future sales of our Class A common shares in the public market could cause our share price to fall.

Future sales of our Class A common shares, or securities convertible or exchangeable into our Class A common shares, in the public market, whether by us or our existing shareholders, future issuances of additional Class A common shares in connection with any future acquisitions or pursuant to any employee benefit plans, future issuances of our Class A common shares upon exercise of options or warrants and future issuances of our Class A common shares upon settlement of the purchase contracts underlying the Units or in payment of preference share installment payments on the mandatory redeemable preference shares underlying the Units, or the perception that such sales, issuances and/or exercises, conversions or settlements could occur, may adversely affect the market price of our Class A common shares, which could decline significantly.

Following this offering, Ardagh will own Class B common shares (assuming no exercise of the underwriters' overallotment option), each of which will be convertible into one Class A common share. If Ardagh sells substantial amounts of our Class A common shares in the public market following this offering, the market price of our Class A common shares could decrease significantly. The perception in the public market that Ardagh might sell substantial amounts of our Class A common shares could also depress the market price of our Class A common shares. Any such sale or perception could also impair our ability to raise capital or pay for acquisitions using our equity securities.

Unless Ardagh registers Class A common shares under the Securities Act of 1933, as amended (the "Securities Act"), such shares may only be resold into the public markets in accordance with the requirements of Rule 144, including the volume limitations, manner of sale requirements and notice requirements thereof. See "Shares Eligible for Future Sale." We, Ardagh, and our executive officers and directors have signed lock-up agreements with the underwriters that will, subject to certain exceptions, restrict the sale of our Class A common shares held by them for 180 days following the date of this prospectus. The underwriters may, without notice except in certain limited circumstances, release all or any portion of the Class A common shares subject to lock-up agreements. See "Underwriting" for a description of these lock-up agreements. Upon the expiration of the lock-up agreements described above, all of such shares will be eligible for resale in the public market, subject, in the case of shares held by our affiliates, to the volume, manner of sale and other limitations under Rule 144. We expect that Ardagh will be considered an affiliate of us after this offering based on the expected share ownership following this offering.

After completion of this offering, Ardagh will have the right to demand that we file a registration statement with respect to the Class A common shares it or its subsidiaries would receive upon conversion of its Class B common shares and will have the right to include such shares in any registration statement that we file with the SEC, subject to certain exceptions. See "Shares Eligible for Future Sale." Any registration of such Class A common shares would enable those shares to be sold in the public market, subject to certain restrictions in our shareholders' and registration rights agreement and the restrictions under the lock-up agreements referred to above.

The market price for our Class A common shares may drop significantly when the restrictions on resale by Ardagh lapse or if those restrictions on resale are waived. A decline in the price of our Class A common shares might impede our ability to raise capital through the issuance of additional Class A common shares or other equity securities.

To the extent we issue substantial additional Class A common shares, the ownership of our existing shareholders would be diluted and our earnings per share could be reduced, which may negatively affect the market prices for our Class A common shares.

In the future, we may issue options, restricted shares and other forms of share-based compensation, which have the potential to dilute shareholder value and cause the price of our Class A common shares to decline.

We may offer share options, restricted shares and other forms of share-based compensation to our directors, officers and employees in the future. If any options that we issue are exercised, or any restricted shares that we may issue vest, and those shares are sold into the public market, the market price of our Class A common shares may decline. In addition, the availability of Class A common shares for award under any equity incentive plan we may introduce, or the grant of share options, restricted shares or other forms of share-based compensation, may adversely affect the market price of our Class A common shares.

We are a holding company with no material assets other than the equity interests of our subsidiaries. Our subsidiaries conduct substantially all of our operations and own substantially all of our assets and intellectual property. Consequently, our cash flow and our ability to meet our obligations and pay any future dividends to our shareholders depend upon the cash flow of our subsidiaries and the payment of funds by our subsidiaries directly or indirectly to us in the form of dividends, distributions and other payments. Any inability on the part of our subsidiaries to make payments to us could have a material adverse effect on our business, financial condition and cash flows.

We may need additional capital and may sell additional shares or other equity securities or incur indebtedness, which could result in additional dilution to our shareholders or increase our debt service obligations.

We believe that after giving effect to this offering, the concurrent Units Offering and the Debt Financing, our current cash and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs for the next 12 months. We may, however, require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If these resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or incur debt under credit facilities we may put in place or obtain a new credit facility. The sale of additional equity securities could result in additional dilution to our shareholders. The incurrence of indebtedness could further limit our ability to pay dividends or require us to seek consents for the payment of dividends, increase our vulnerability to adverse economic and industry conditions, limit our ability to pursue our business strategies, require us to dedicate a substantial portion of our cash flow from operations to service our debt, thereby reducing the availability of our cash flow to fund capital expenditure, working capital requirements and other general corporate needs, and limit our flexibility in planning for, or reacting to, changes in our business and our industry. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Because we do not currently intend to pay any dividends on our common shares, you may not receive any return on investment in our shares unless you sell our Class A common shares for a price greater than that which you paid for them.

We do not currently intend to pay dividends on our common shares. Because we are a holding company, our ability to pay cash dividends on our shares may be limited by restrictions on our ability to obtain sufficient funds through dividends from subsidiaries, including restrictions under the terms of the agreements governing the indebtedness our subsidiaries may incur. In addition, so long as any of our mandatory redeemable preference shares remain issued and outstanding, no dividends may be declared on our common shares unless all accumulated and unpaid dividends have been declared and paid upon all issued and outstanding mandatory redeemable preference shares, subject to limited exceptions, such as payment of dividends solely in the form of our common shares.

We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors and subject to the restrictions under Bermuda law. As a result, you may have to rely on sales of Class A common shares after price appreciation, which may never occur, as the only way to realize any future gains on your investment.

Your rights and responsibilities as a shareholder will be governed by Bermuda law and will differ in some respects from the rights and responsibilities of shareholders under U.S. law.

Upon completion of the offering, your rights as holders of our Class A common shares will be governed by the Company's memorandum of association and bye-laws and Bermuda law rather than Delaware law. Some of the rights associated with the Class A common shares are different from those associated with common stock of Delaware companies. See "Comparison of Bermuda Corporate Law and Delaware Corporate Law" for a discussion of the different rights associated with the Class A common shares.

The supervoting rights of our Class B common shares and other anti-takeover provisions in our bye-laws might discourage or delay attempts to acquire us that you might consider favorable.

In addition to the supervoting rights of our Class B common shares, our bye-laws contain provisions that may make the acquisition of our Company more difficult, including the following:

These anti-takeover provisions could discourage, delay or prevent a transaction involving a change in control of our Company, even if such transaction would benefit our shareholders. These provisions could also discourage proxy contests and make it more difficult for you and other shareholders to elect directors of your choosing and to cause us to take other corporate actions you desire.

For information regarding these and other provisions, see "Description of Share Capital."

We will qualify for and will rely on exemptions from certain corporate governance requirements.

We are exempt from certain corporate governance requirements of the NYSE by virtue of being a "foreign private issuer." Although our foreign private issuer status exempts us from most of the NYSE's corporate governance requirements, we intend to voluntarily comply with these requirements, except those from which we would be exempt if we were classified as a "controlled company." Upon completion of this offering, Ardagh will continue to control, directly or indirectly, a majority of the voting power of our issued and outstanding shares and thus we would be a controlled company within the meaning of the NYSE corporate governance standards if we did not already have broader corporate governance exemptions because of our classification as a foreign private issuer. Under these NYSE standards, a company of which more than 50% of the voting power is held by another person or

group of persons acting together is a controlled company and may elect not to comply with certain NYSE corporate governance requirements, including the requirements that:

Following this offering, we intend to operate as if we were a controlled company and utilize these exemptions, including the exemption from the requirement to have a board of directors composed of a majority of independent directors. In addition, although we will have adopted charters for our audit, compensation and nominating and governance committees, our compensation and nominating and governance committees are not expected to be composed of independent directors.

As a result of the foregoing exemptions, we can cease voluntary compliance at any time, and you may not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.

If we fail to develop or maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a listed company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and the listing standards of the NYSE. Prior to consummation of this offering, we have not been required to do so. We expect that the requirements of these rules and regulations will increase our legal, accounting, and financial compliance costs, make some activities more difficult, time consuming and costly.

The Sarbanes-Oxley Act requires, among other things that, as a listed company, our principal executive officer and principal financial officer certify the effectiveness of our disclosure controls and procedures and, beginning with our second annual report as a listed company, our internal controls over financial reporting. We continue to develop and refine our disclosure controls and procedures and our internal control over financial reporting; however, we have not yet assessed our internal control over financial reporting for the purposes of complying with item 404 of the Sarbanes-Oxley Act. Material weaknesses in our internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of management evaluations and independent registered public accounting firm audits of our internal control over financial reporting. Ineffective disclosure controls and procedures or ineffective internal control over financial reporting could also cause investors to lose confidence in our reported financial information, which may have a negative effect on the trading price of our Class A common shares.

The requirements of being a listed company may strain our resources and divert management's attention and our lack of operating experience as a listed company may adversely impact our business and share price.

As a company listed in the United States, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the NYSE and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources.

As a result of disclosure of information in this prospectus and in filings required of a listed company, our business, financial condition, results of operations and cash flows will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business, brand and reputation and results of operations.

We also expect that being a listed company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance and we may be required to incur substantial costs to obtain coverage. Potential liability associated with serving on a listed company's board could make it difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee, and qualified executive officers.

U.S. Holders of our Class A common shares could be subject to material adverse tax consequences if we are considered a Passive Foreign Investment Company ("PFIC") for U.S. federal income tax purposes.

We believe we would not have been a PFIC for U.S. federal income tax purposes had we been a separate taxable entity from Ardagh Group S.A. in the 2014 taxable year, and based on the nature of our business, the projected composition of our income and the projected composition and estimated fair market values of our assets, we do not expect to be a PFIC for U.S. federal income tax purposes in 2015 or in the foreseeable future. However, the determination of whether we are a PFIC is made annually, after the close of the relevant taxable year. Therefore, it is possible that we could be classified as a PFIC for our initial taxable year or in future years due to changes in the nature of our business, composition of our assets or income, as well as changes in our market capitalization. If at any time we are treated as a PFIC, U.S. Holders (as defined below under "Taxation—Material U.S. Federal Income Tax Considerations") of our shares could be subject certain adverse U.S. federal income tax consequences. The PFIC rules are complex and U.S. Holders of the Units, purchase contracts, mandatory redeemable preference shares, or common shares should consult their own tax advisors regarding the possible application of the PFIC rules to their own particular circumstances. For more information on the U.S. federal tax implications for U.S. Holders, see "Taxation—Material U.S. Federal Income Tax Considerations" below.

The Units may adversely affect the market price of our Class A common shares.

The market for our Class A common shares will likely be influenced by any market that develops for the Units or the separate purchase contracts. For example, investors' anticipation of the distribution into the market of the additional Class A common shares issuable upon settlement of the purchase contracts could depress the price of our Class A common shares and increase the volatility of the Class A common share price. The price of our Class A common shares also could be affected by sales of our Class A common shares by investors who view the Units as a more attractive means of equity participation in Oressa and by hedging or arbitrage trading activity that is likely to develop involving

the Units, separate purchase contracts and our Class A common shares. The arbitrage activity could, in turn, affect the market price of our Class A common shares.

Our historical combined financial statements may not be representative of our results as an independent listed company.

The historical combined financial statements that we have included in this prospectus have been derived from the consolidated financial statements of Ardagh and do not necessarily reflect what our financial position, results of operations or cash flows would have been had we been an independent entity during the historical periods presented. The historical costs and expenses reflected in our combined financial statements include an allocation for certain corporate functions historically provided by Ardagh. Certain functions critical to the Company's operations are centralized and managed by Ardagh. Historically, the centralized functions have included executive senior management, financial reporting, financial planning and analysis, accounting, information technology, tax, risk management, treasury, legal, human resources and strategy and development. Additionally, the Company resides in office space provided by Ardagh. As a result, the Company will enter into numerous transactions with Ardagh. Costs allocated to the Company are primarily related to such activities. While we believe that these allocations are reasonable reflections of the historical utilization levels of these services in support of our business, we have not made adjustments to reflect many significant changes that will occur in our cost structure, funding and operations as a result of our separation from Ardagh, including migration of our informational technology systems, increased marketing expenses related to establishing a new brand identity and increased costs associated with being a listed company. We do not have any history of functioning as a stand-alone company and do not present financial results in this prospectus as a stand-alone company for any full financial reporting period. As a result of these factors, the historical financial information included in this prospectus is not necessarily representative of the amounts that would have been reflected in our financial statements had we been a stand-alone company or indicative of our future results of operations, financial position, cash flows or costs and expenses. For additional information, see "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Unaudited Pro Forma Combined Financial Information" and our audited combined financial statements and notes thereto.

We may not be able to favorably resolve disputes that arise between Ardagh and us with respect to our past and ongoing relationships.

Following our separation from Ardagh, disputes may arise between Ardagh and its other subsidiaries and us in a number of areas relating to our past and ongoing relationships, including:

We may not be able to resolve any potential disputes or conflicts, and even if we do, the resolution may be less favorable to us than if we were dealing with an unaffiliated party. The agreements that we will enter into with Ardagh and its subsidiaries may be amended upon agreement between the parties. Following this offering, we may not be able to negotiate amendments to these agreements, if required, on terms favorable to us.

Some of our directors and officers are employees and/or directors of Ardagh and own equity interests in Ardagh, or will be nominated to our board of directors by Ardagh, as beneficial owner of our Class B common shares, which could create, or appear to create, conflicts of interest that result in our not acting on opportunities on which we would otherwise act. Pursuant to our bye-laws, provided a director discloses a direct or indirect interest in any contract or arrangement with us as required by Bermuda law, such director is entitled to vote in respect of any such contract or arrangement in which he or she is interested, although any material transaction between us and Ardagh or its other subsidiaries will require prior approval by resolution of our independent and disinterested directors.

The direct and indirect interests of these directors and officers could create, or appear to create, conflicts of interest with respect to decisions involving both us and Ardagh that could have disparate implications for Ardagh and us. These decisions could, for example, relate to:

As a result of any such conflicts of interest, we may not pursue certain opportunities that we would otherwise pursue, including growth opportunities, which may negatively affect our business and results of operations.

We may not realize the benefits that we anticipate from the Separation, which include the following:

We may not achieve these anticipated benefits for a variety of reasons. For example, the process of separating our business from Ardagh and operating as an independent listed company may distract our management from focusing on our business and strategic priorities. In addition, although we will have direct access to the debt and equity capital markets following the Separation, we may not be able to issue debt or equity on terms acceptable to us or at all. The availability of our Class A common shares for use as consideration for acquisitions also will not ensure that we will be able to successfully pursue acquisitions or that the acquisitions will be successful. Moreover, we may not be able to attract and retain employees as desired. We also may not fully realize the anticipated benefits from the Separation if any of the matters identified as risks in this "Risk Factors" section were to occur. If we do not realize the anticipated benefits from the Separation for any reason, our business may be materially adversely affected.

The transition services that Ardagh will provide to us following the Separation may not be sufficient to meet our needs, and we may have difficulty finding replacement services or be required to pay increased costs to replace these services after our transition services agreement with Ardagh expires.

Historically Ardagh has provided, and, until the Separation, Ardagh will continue to provide significant corporate and shared services related to certain corporate functions. Following the Separation, we expect Ardagh to continue to provide many of these services on a transitional basis for a fee. The terms of these services and amounts to be paid by us to Ardagh will be provided in the transition services agreement described in "Certain Relationships and Related Party Transactions". While these services are being provided to us by Ardagh, our operational flexibility to modify or implement changes with respect to such services or the amounts we pay for them will be limited. After the expiration of the transition services agreement, we may not be able to replace these services or enter into appropriate third-party agreements on terms and conditions, including cost, comparable to those that we will receive from Ardagh under the transition services agreement. Although we intend to replace portions of the services currently provided by Ardagh, we may encounter difficulties replacing certain services or be unable to negotiate pricing or other terms as favorable as those we currently have in effect. In addition, we have historically received informal support from Ardagh, which may not be addressed in the transition services agreement that we will enter into with Ardagh. The level of this informal support may diminish following the Separation.

We are a Bermuda company and it may be difficult for you to enforce judgments against us or our directors and executive officers.

We are a Bermuda exempted company. As a result, the rights of holders of our common shares will be governed by Bermuda law and our memorandum of association and bye-laws. The rights of shareholders under Bermuda law may differ from the rights of shareholders of companies incorporated in other jurisdictions. All of our directors and officers and certain other persons referred to in this prospectus reside outside the United States in European member states including the United Kingdom and Germany. A substantial portion of our assets, and all or a significant portion of the assets of our directors and officers, are located outside the United States. As a result, it may be difficult for investors to effect service of process on those persons in the United States or to enforce in the United States judgments obtained in U.S. courts against us or those persons based on the civil liability provisions of the U.S. securities laws. It is doubtful whether courts in Bermuda will enforce judgments obtained in other jurisdictions, including the United States, against us or our directors or officers under the securities laws of those jurisdictions or entertain actions in Bermuda against us or our directors or officers under the securities laws of other jurisdictions.

This prospectus includes forward-looking statements. All statements other than statements of historical fact included in this prospectus regarding our business, financial condition, results of operations and certain of our plans, objectives, assumptions, projections, expectations or beliefs with respect to these items and statements regarding other future events or prospects, are forward-looking statements. These statements include, without limitation, those concerning: our strategy and our ability to achieve it; expectations regarding sales, profitability and growth; our possible or assumed future results of operations; R&D, capital expenditures and investment plans; adequacy of capital; and financing plans. The words "aim," "may," "will," "expect," "is expected to," "anticipate," "believe," "future," "continue," "help," "estimate," "plan," "schedule," "intend," "should," "would be," "seeks," "estimates," "shall" or the negative or other variations thereof, as well as other statements regarding matters that are not historical fact, are or may constitute forward-looking statements.

In addition, this prospectus includes forward-looking statements relating to our potential exposure to various types of market risks, such as foreign exchange rate risk, interest rate risks and other risks related to financial assets and liabilities. We have based these forward-looking statements on our management's current view with respect to future events and financial performance. These views reflect the best judgment of our management but involve a number of risks and uncertainties which could cause actual results to differ materially from those predicted in our forward-looking statements and from past results, performance or achievements. Although we believe that the estimates reflected in the forward-looking statements are reasonable, such estimates may prove to be incorrect. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from these expressed or implied by these forward-looking statements. These factors include, among other things:

We urge you to read the sections of this prospectus entitled "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Business" for a more complete discussion of the factors that could affect our future performance and the industry in which we operate. Additionally, new risks and uncertainties can emerge from time to time, and it is not possible for us to predict all future risks and uncertainties, nor can we assess their impact. Accordingly, you should not place undue reliance on forward-looking statements as a prediction of actual results.

All forward-looking statements included in this prospectus are based on information available to us on the date of this prospectus. We undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this prospectus.

We publish our financial statements in euro. The following table sets forth, for the periods and dates indicated, the period end, average, high, and low exchange rates expressed in U.S. dollars per euro. Information concerning the U.S. dollar exchange rate is based on the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. The average is calculated based on the average exchange rate on the last day of each month during the period.

	Period Ending

	($ per €1.00)
Month ended:
January 31, 2015		1.1290	1.1279	1.2015
February 28, 2015		1.1197	1.1197	1.1462
March 31, 2015		1.0741	1.0524	1.1212
April 30, 2015		1.1162	1.0582	1.1174
May 31, 2015		1.0994	1.0876	1.1428
June 30, 2015		1.1154	1.0913	1.1404
July 31, 2015		1.1028	1.0848	1.1150
August 31, 2015		1.1194	1.0868	1.1580
September 30, 2015		1.1162	1.1104	1.1358
October 2015 (through October 2)		1.1276	1.1200	1.1276

We make no representation that any euro or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or euro, as the case may be, at any particular rate, the rates stated below, or at all. For a discussion of the impact of the exchange rate fluctuations on our financial condition and results of operations, see "Management's Discussion and Analysis of Financial Condition and Results of Operations." We did not use the rates listed above in the preparation of our financial statements.

We estimate that we will receive net proceeds from the concurrent offerings of our Class A common shares and Units of approximately $ million (or approximately $ million if the underwriters exercise their overallotment option in connection with the Units Offering in full), assuming an initial public offering price of $ per Class A common share, the midpoint of the estimated range of the initial public offering price, after deducting underwriting discounts and estimated aggregate offering expenses payable by us. A $1.00 increase (decrease) in the assumed public offering price of $ per Class A common share would increase (decrease) the net proceeds to us from these offerings by $ million, after deducting underwriting discounts and estimated aggregate offering expenses payable by us and assuming no other change to the number of Class A common shares or Units offered by us as set forth on the cover page of this prospectus. The net proceeds of these offerings and the Debt Financing will be used to acquire the Ardagh Metal Packaging Business in the Separation.

Our parent company has granted the underwriters an option to purchase up to additional Class A common shares in connection with the offering thereof to cover overallotments. We will not receive any proceeds from the sale of any additional Class A common shares pursuant to this overallotment option.

The following table sets forth our cash, cash equivalents and restricted cash and our capitalization (consisting of total debt and total shareholders' equity) as of June 30, 2015:

You should read this table in conjunction with "Use of Proceeds," "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Unaudited Pro Forma Combined Financial Information," "Concurrent Offering of Tangible Equity Units" and the historical combined financial statements and related notes thereto included elsewhere in this prospectus.

	As of June 30, 2015

	Actual			Adjustments			As Adjusted
	(in euro millions⁽¹⁾)
Cash, cash equivalents and restricted cash⁽²⁾		41
Long-term debt (including current portion)
Related party debt⁽³⁾		1,605			(1,605	)		—
Debt Financing⁽⁴⁾		—
Existing borrowings		21			—			21
Mandatory redeemable preference shares⁽⁵⁾		—
Total debt		1,626
Shareholders' equity
Invested capital attributable to Ardagh⁽⁶⁾		(139	)		139			—
Non-controlling interests		2			—			2
Share capital⁽⁷⁾		—
Prepaid share purchase contract⁽⁸⁾		—
Additional paid-in capital⁽⁹⁾		—
Total shareholders' equity		(137	)
Total capitalization		1,489

(1): All Dollar denominated amounts in this table have been translated at a closing exchange rate of €1.00 = $1.1189, the rate used in the preparation of our historical combined statement of financial position at June 30, 2015.
(2): Our subsidiaries use Ardagh's centralized systems for cash management. As a result, some of the cash related to our business is commingled with Ardagh's general corporate funds. The commingling of cash processes will cease upon completion of this offering. Pro forma as adjusted cash, cash equivalents and restricted cash comprises cash of € , representing an amount agreed upon between us and Ardagh, pursuant to the asset sale and separation agreement, to be retained by us following the Separation to fund working capital needs and other operating requirements of our business.
(3): Related party debt represents an allocation of Ardagh corporate debt to the Ardagh Metal Packaging Business. This debt will not remain a liability of the Company upon completion of the Separation.
(4): Reflects the incurrence of € of indebtedness in connection with the Debt Financing. The level of debt will be determined based on a review of a number of factors including consideration of credit ratings, forecast liquidity and capital requirements, expected operating results and general economic conditions. Borrowings are shown net of estimated deferred finance costs of € .

(5): Each Unit includes a mandatory redeemable preference share. Approximately 15% of the stated amount of the Units will be represented by the mandatory redeemable preference shares. For accounting purposes, the mandatory redeemable preference shares are recorded as debt due to the mandatory redemption feature.
(6): Invested capital represents the net assets of the Ardagh Metal Packaging Business prior to the Separation, including allocated related party debt. In connection with this offering and the Separation, shareholders' equity will reflect the issuance of the Class A common shares and the Units Offering. Invested capital will be eliminated.
(7): Reflects the issuance of new shares through this offering, inclusive of share premium and net of share issuance costs.
(8): Each Unit includes a prepaid share purchase contract. Approximately 85% of the stated amount of the Units will be represented by the purchase contracts. We will account for the purchase contracts that are components of the Units as equity on the basis that we have an option to settle the purchase contract for a fixed number of shares and will record the initial fair value of these purchase contracts, net of issuance costs, as equity.
(9): Reflects the impact on shareholders' equity of the acquisition of the Ardagh Metal Packaging Business pursuant to the Separation. The components of this adjustment are outlined in the table below:

If you invest in our Class A common shares, you will be diluted to the extent of the difference between the public offering price per share and the pro forma net tangible book value per share of our Class A and Class B common shares immediately after giving effect to the Separation and the completion of this offering. Net tangible book value represents total invested capital of the Company net of the proceeds of the Debt Financing that will be paid to Ardagh as partial consideration for the acquisition of the Ardagh Metal Packaging Business and excludes related party debt that will not remain a liability of the Company upon completion of the Separation. Starting net book value per share is calculated based on the number of Class B common shares expected to be issued and outstanding following this offering, assuming no exercise of the underwriters' overallotment option. We have elected to present net book value per share using this calculation, as the number of shares currently outstanding is not representative.

At , 2015 we had a net tangible book value per share of $ , corresponding to a net tangible book value of $ (based on the noon buying rate in New York City for cable transfers of euros as certified for customs purposes by the Federal Reserve Bank of New York as of , 2015 for euros into U.S. dollars of €1.00 = $ ) divided by , the number of Class B common shares expected to be issued and outstanding following this offering, assuming no exercise of the underwriters' overallotment option.

After (i) giving effect to the issue and sale by us of Class A common shares in this offering (assuming an offering price of $ per Class A common share, the midpoint of the price range set forth on the cover page of this prospectus) and the completion of the concurrent Units Offering, the Debt Financing and the Separation and (ii) deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma net tangible book value estimated at , 2015 would have been approximately $ million, representing $ per share of our Class A and Class B common shares. This represents an immediate increase in net tangible book value of $ per share of our Class B common shares and an immediate dilution in net tangible book value of $ per Class A common share to investors purchasing shares in this offering.

The following table illustrates dilution to investors purchasing shares in the offering:

Each $1.00 increase (decrease) in the offering price per share would increase (decrease) the net tangible book value after this offering by $ , assuming no exercise of the underwriters' overallotment option and the dilution to investors in the offering by $ per Class A common share, assuming that the number of Class A common shares offered, as set forth on the cover page of this prospectus, remain the same.

The following table sets forth, as of , 2015, on the same basis described above:

We do not currently intend to pay cash dividends on our common shares. We currently intend to retain any future earnings to fund the development and growth of our business and to repay indebtedness. Any determination to pay dividends to holders of our common shares or our mandatory redeemable preference shares that are a component of the Units in the future will be at the discretion of our board of directors, and will depend on many factors, including our financial condition, earnings, legal requirements and other factors that it may deem relevant. So long as any mandatory redeemable preference shares remain issued and outstanding, no dividend or distribution may be declared or paid on our common shares unless all accumulated and unpaid dividends have been paid on our mandatory redeemable preference shares.

Under our bye-laws, each common share is entitled to dividends if, as and when dividends are declared by our board of directors, subject to any preferred dividend right of the holders of any preference shares.

As a holding company, we depend upon dividends paid to us by our wholly owned subsidiaries to fund the payment of dividends, if any, to our shareholders.

To the extent we pay future dividends, if any, in euros, the amount of U.S. dollars realized by shareholders will vary depending on the rate of exchange between U.S. dollars and euros. Shareholders will bear any costs related to the conversion of euros into U.S. dollars. See "Description of Share Capital."

The Company was incorporated on June 16, 2015 to acquire the Ardagh Metal Packaging Business. The Company has not, to date, conducted any activities other than those incident to its formation and the preparation of the registration statement of which this prospectus forms a part. The following table sets forth selected financial data of the Ardagh Metal Packaging Business for the periods ended and as of the dates indicated below.

We have derived the selected financial data as of and for the years ended December 31, 2014, 2013 and 2012 from the audited combined financial statements of the Ardagh Metal Packaging Business and related notes included elsewhere in this prospectus. We have derived the selected financial data as of and for the six months ended June 30, 2014 and 2015 from unaudited combined interim financial statements included elsewhere in this prospectus. We have not included selected financial data for the years ended or as of December 31, 2011 and 2010 because such data are not available without undue hardship and expense.

The financial statements contained herein were prepared in accordance with IFRS as issued by the IASB. The selected financial information and other data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," the combined financial statements of the Ardagh Metal Packaging Business and related notes and the "Unaudited Combined Pro Forma Financial Information" included elsewhere in this prospectus. Our historical results are not necessarily indicative of results to be expected in any future period.

				Six months ended June 30,

	Unaudited twelve months ended June 30, 2015^*			Six months ended June 30,						Year ended December 31,
	Unaudited twelve months ended June 30, 2015^*			2015			2014			2014			2013			2012
	(in euro millions)
*Income Statement Data*
Revenue		1,920			961			891			1,850			1,848			1,909
Cost of sales		(1,689	)		(807	)		(760	)		(1,642	)		(1,707	)		(1,727	)

Gross profit		231			154			131			208			141			182

Exceptional cost of sales		86			16			10			80			112			133
Gross profit before exceptional cost of sales		317			170			141			288			253			315

Sales, general and administration expenses⁽¹⁾		(108	)		(58	)		(56	)		(106	)		(119	)		(125	)
Amortization		(23	)		(12	)		(12	)		(23	)		(23	)		(21	)
Exceptional costs		(13	)		(7	)		(3	)		(9	)		(11	)		(3	)

Operating profit/(loss)		87			77			60			70			(12	)		33
Net finance expense		(104	)		(54	)		(57	)		(107	)		(111	)		(135	)

(Loss)/profit before tax		(17	)		23			3			(37	)		(123	)		(102	)
Income tax (charge)/credit		(3	)		(7	)		—			4			29			10

(Loss)/profit for the period from continuing operations		(20	)		16			3			(33	)		(94	)		(92	)
(Loss)/profit for the period from discontinued operations		(48	)		—			2			(46	)		(8	)		(11	)

(Loss)/profit for the period		(68	)		16			5			(79	)		(102	)		(103	)
*Balance Sheet Data*
Cash and cash equivalents		34			34						45			45			95
Working capital⁽²⁾		282			282						220			314			288
Total assets		2,367			2,367						2,248			2,316			2,535
Total liabilities		(2,504	)		(2,504	)					(2,355	)		(2,052	)		(2,489	)

The following unaudited pro forma combined financial information consists of the unaudited pro forma combined income statements for the year ended December 31, 2014 and for the six months ended June 30, 2015 and the unaudited pro forma combined statement of financial position as of June 30, 2015. The unaudited pro forma combined financial information has been derived by application of pro forma adjustments to our historical combined financial statements included elsewhere in this prospectus.

We have included the unaudited pro forma financial information to reflect the following on a pro forma basis:

We have accounted for the purchase of the companies comprising the Ardagh Metal Packaging Business, using predecessor values given that this transaction will be between entities under common control.

We have assumed that the above transactions have been completed on January 1, 2014 for purposes of the Unaudited Pro Forma Combined Income Statement for the year ended December 31, 2014 and January 1, 2015 for purposes of the Unaudited Pro Forma Combined Income Statement for the six months ended June 30, 2015 and on June 30, 2015 for purposes of the Unaudited Pro Forma Combined Statement of Financial Position as of June 30, 2015.

The unaudited pro forma combined financial information and the related notes thereto should be read in conjunction with our historical combined financial statements and the related notes included elsewhere in this prospectus as well as "Capitalization," "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Certain Relationships and Related Party Transactions," "Concurrent Offering of Tangible Equity Units" and "Debt Financing."

The unaudited pro forma combined financial information is presented for illustrative purposes only and reflects estimates and certain assumptions made by our management that are considered reasonable under the circumstances as of the date of this prospectus and which are based on the information available at the time of the preparation of the unaudited pro forma combined financial information. Actual adjustments may differ materially from the information presented herein. The unaudited pro forma combined financial information does not purport to represent what our combined income statement and combined statement of financial position would have been if the relevant transactions had occurred on the dates indicated and is not intended to project our consolidated results of operations or consolidated financial position for any future period or date.

We have calculated earnings per share assuming a total of Class A common shares issued and outstanding after the consummation of this offering. Since our predecessor is a combination of entities under common control and did not have any share capital as of June 30, 2015 or December 31, 2014, we have not calculated earnings per share on a historical basis.

	For the six months ended June 30, 2015

	Historical			Debt Financing and Units Offering⁽¹⁾	The Separation⁽²⁾	Pro Forma
	(in euro millions, except per share data)
Revenue		961
Cost of sales		(807	)

Gross profit⁽³⁾		154
Sales, general and administration expenses⁽⁴⁾		(58	)
Amortization		(12	)
Exceptional costs		(7	)

Operating profit		77
Finance expense		(54	)
Finance income		—

Profit before tax		23
Income tax charge		(7	)

Profit for the period from continuing operations		16
Profit for the period per share, basic and diluted:
Basic
Diluted
Weighted average shares outstanding:
Basic
Diluted

(1)

Reflects the reduction in finance expense associated with the elimination of our historic finance expense associated with related party debt, net of finance expense associated with the incurrence of € of new indebtedness in connection with the Debt Financing and on the mandatory redeemable preference shares forming part of the concurrent Units Offering. Finance expense associated with dollar denominated debt and the mandatory redeemable preference shares has been translated at an average exchange rate of €1.00 =$1.1158, the rate used in the preparation of our historical combined income statement for the six months ended June 30, 2015. The level of debt will be determined based on a review of a number of factors including consideration of credit ratings, forecast liquidity and capital requirements, expected operating results and general economic conditions.

(2)

Reflects:

(a): the execution of a transition services agreement with Ardagh to be entered into in connection with the Separation under which the Company will pay for certain services provided by Ardagh. The amount anticipated to be paid under this agreement has been reduced by the amount for those services included in the total corporate overhead allocation, recorded in our combined financial statements as €7 million for the six months ended June 30, 2015; and
(b): the tax impact of the transactions described above together with the Debt Financing and the Units Offering at average rates.

(3)

Gross profit includes €16 million of exceptional cost of sales.

(4)

Sales, general and administration expenses are before amortization and exceptional costs.

	For the year ended December 31, 2014

	Historical			Debt Financing and Units Offering⁽¹⁾	The Separation⁽²⁾	Pro Forma
	(in euro millions, except per share data)
Revenue		1,850
Cost of sales		(1,642	)

Gross profit⁽³⁾		208
Sales, general and administration expenses⁽⁴⁾		(106	)
Amortization		(23	)
Exceptional costs		(9	)

Operating profit		70
Finance expense		(107	)
Finance income		—

Loss before tax		(37	)
Income tax credit		4

Loss for the year from continuing operations		(33	)
Loss for the year per share, basic and diluted:
Basic
Diluted
Weighted average shares outstanding:
Basic
Diluted

(1)

Reflects the reduction in finance expense associated with the elimination of our historic finance expense associated with related party debt, net of the finance expense associated with incurrence of € of new indebtedness in connection with the Debt Financing and on the mandatory redeemable preference shares forming part of the concurrent Units Offering. Finance expense associated with dollar denominated debt and on the mandatory redeemable preference shares has been translated at an average exchange rate of €1.00 =$1.3285, the rate used in the preparation of our historical combined income statement for the year ended December 31, 2014. The level of debt will be determined based on a review of a number of factors including consideration of credit ratings, forecast liquidity and capital requirements, expected operating results and general economic conditions.

(2)

Reflects:

(a): the execution of a transition services agreement with Ardagh to be entered into in connection with the Separation under which the Company will pay for certain services provided by Ardagh. The amount anticipated to be paid under this agreement has been reduced by the amount for those services included in the total corporate overhead allocation, recorded in our combined financial statements as €18 million for the year ended December 31, 2014;
(b): the tax impact of the transactions described above together with the Debt Financing and the Units Offering at average rates.

(3)

Gross profit includes €80 million of exceptional cost of sales.

(4)

Sales, general and administration expenses are before amortization and exceptional costs.

	At June 30, 2015

	Historical			Debt Financing and Units Offering⁽¹⁾			This Offering⁽²⁾	The Separation⁽³⁾		Pro Forma
	(in euro millions⁽⁴⁾)
Non-current assets
Intangible assets		472
Property, plant and equipment		1,042
Deferred tax assets		62
Other non-current assets		6
Restricted cash		7

		1,589

Current assets
Inventories		367
Trade and other receivables		377
Derivative financial instruments		—
Cash and cash equivalents		34

		778

Total assets		2,367

Shareholders' Equity
Invested capital attributable to owner of the parent⁽³⁾		(139	)						139		—
Non-controlling interests		2									2
Share capital⁽⁵⁾		—
Prepaid share purchase contract⁽⁶⁾		—
Additional paid-in capital⁽⁷⁾		—
Total Shareholders' Equity		(137	)

Non-current liabilities
Related party debt		1,605			(1,605	)					—
Debt Financing		—
Existing borrowings		17
Mandatory redeemable preference shares⁽⁸⁾		—
Employee benefit obligations		260
Deferred tax liabilities		136
Provisions		11

		2,029

Current liabilities
Existing borrowings		4
Mandatory redeemable preference shares⁽⁸⁾		—
Derivative financial instruments		1
Trade and other payables		442
Income tax payable		8
Provisions		20

		475

Total liabilities		2,504

Total invested capital and liabilities		2,367

(3)

Reflects:

(a): the elimination of total invested capital upon completion of the Separation; and
(b): an adjustment to cash and cash equivalents to reflect cash of € , representing an amount agreed upon between us and Ardagh, pursuant to the asset sale and separation agreement, to be retained by us following the Separation to fund working capital needs and other operating requirements of our business.

(4)

All dollar denominated amounts in this table have been translated at a closing exchange rate of €1.00 = $1.1189, the rate used in the preparation of our historical combined statement of financial position at June 30, 2015.

(5)

Reflects the issuance of new shares inclusive of share premium and net of share issuance costs.

(6)

Each Unit includes a prepaid share purchase contract. Approximately 85% of the stated amount of the Units will be represented by the purchase contracts. We will account for the purchase contracts that are components of the Units as equity on the basis that we have an option to settle the purchase contract for a fixed number of shares and will record the initial fair value of these purchase contracts, net of issuance costs, as equity.

(7)

Reflects the impact on shareholders' equity of the acquisition of the Ardagh Metal Packaging Business pursuant to the Separation. The components of this adjustment are outlined in the table below:

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Oressa Limited was incorporated on June 16, 2015, in order to effect the Separation and acquire the Ardagh Metal Packaging Business. Prior to this offering, the Ardagh Metal Packaging Business has been owned by Ardagh and its subsidiaries. The Company has no assets or liabilities, other than those associated with its formation, and will conduct no operations until the completion of this offering. As a result, the following discussion and analysis analyzes the historical combined financial information of the Ardagh Metal Packaging Business. The following discussion and analysis should be read in conjunction with our audited and unaudited combined financial statements and the related notes, and our unaudited pro forma combined financial information and the related notes, included elsewhere in this prospectus.

Unless otherwise specified, any references that speak as of the period prior to the completion of this offering to "our," "we" and "us" in this discussion and analysis refer to the Ardagh Metal Packaging Business and references to "our," "we" and "us" that speak as of or after completion of this offering refer to the Company and its subsidiaries.

This management's discussion and analysis of financial condition and results of operations contains forward-looking statements that involve risks, uncertainties and assumptions. See "Forward-Looking Statements" for a discussion of the risks, uncertainties and assumptions associated with those statements. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those in "Risk Factors" and included in other portions of this prospectus.

We are a leading supplier of innovative, value-added metal can packaging for the consumer products industry. We supply a broad range of products, including two-piece aluminum and tinplate and three-piece tinplate cans, and a wide range of can ends, including easy open and peelable ends. Many of our products feature high-quality printed graphics, customized sizes and shapes or other innovative designs. These innovative products provide functionality and differentiation and enhance our customers' brands on the shelf.

With approximately 1,300 customers across more than 70 countries, we sell our products to a diverse range of multi-national companies, large national and regional companies, and small local businesses. Our customers include a wide variety of CPGs, including some of the best known brands in the world. Over half of our 2014 revenue was from multi-year contracts, with the balance largely subject to annual arrangements. We have a highly stable customer base, characterized by long-standing relationships, including an average relationship of over 30 years with our ten largest customers.

We operate 54 production facilities in 20 countries and employ approximately 7,300 personnel. Generally, our plants are strategically located to serve our customers, with some facilities located on-site at our customers' filling locations. Our facilities require significant up-front investment, have long useful lives and have relatively modest on-going maintenance capital expenditure requirements. We operate our facilities with a focus on continuous improvement, applying Lean Manufacturing techniques which focus on eliminating waste while delivering quality products at minimum cost and with the greatest efficiency. To supplement our Lean efforts, we formed our OSG to standardize and share best practices across our network of plants.

The main factors affecting our results of operations for Europe and North America are: (i) global economic trends and end-consumer demand for our products; (ii) prices of raw materials used in our business, primarily tinplate and aluminum and our ability to pass through these and other cost increases to our customers, through contractual pass-through mechanisms under multi-year contracts, or through disciplined pricing; (iii) capital expenditure to expand capacity; (iv) investment in operating cost reductions; (v) acquisitions and disposals; and (vi) foreign exchange rate fluctuations and currency translation risks arising from various currency exposures, primarily with respect to U.S. dollars, British pounds, Czech koruna and Polish zloty.

In addition, certain other factors affecting revenues and operating profit for Europe and North America, respectively, are as follows:

Europe generates its revenue principally from selling our metal containers in the food, seafood, aerosols, nutrition & custom, and paints & coatings categories. North America generates its revenue principally from selling our metal containers in the food, pet food and seafood categories. Revenues are dependent on sales volumes and sales prices.

Europe and North America's sales volumes in the food and seafood categories are influenced by a number of factors, including factors driving customer demand, seasonality and the capacity of our metal can packaging plants. Demand for our metal containers may be influenced by the vegetable and fruit harvest, seafood catches, or trends in consumption of food, trends in use of consumer products, industry trends in packaging, including marketing decisions, and the impact of environmental regulations. The size and quality of harvests and catches varies from year to year, depending in large part upon the weather in the regions in which we operate. The food can industry is seasonal in nature, with strongest demand during the summer, coinciding with the harvests. Accordingly, Europe and North America's shipment volume of containers is typically highest in the second and third quarters and lowest in the first and fourth quarters. In addition, we generally build inventories in the first and second quarters in anticipation of the seasonal demands.

Our business can also be affected by conditions in the end-use categories in which our customers operate, as well as by the capacity of our plants. For example, demand from our nutrition customers may be influenced by trends in consumption in the infant formula and nutritional powders sector, as a result of growth in value-added milk formula products for infants in developed markets and, to a greater extent, in emerging markets. Similarly, personal care and household care customers will be impacted by increasing living standards, macroeconomic factors and demand for health and beauty products, as well as innovation. Other factors, such as macroeconomic conditions and their impact on new construction, repair and remodeling activity, as well as any substitution of plastic for metal will influence demand for our paints and coatings containers. Sales of customized packaging for certain niche markets such as take home pressurized beer kegs have also seen significant growth as a result of product innovation and changes in consumer trends.

Europe and North America's operating profit is principally based on revenues derived from selling our metal containers and is affected by a number of factors, primarily cost of sales. The elements of Europe and North America's cost of sales include (i) variable costs, such as raw materials (including the cost of tinplate and aluminum), chemical coatings, labor, electricity, packaging materials, decoration and freight and other distribution costs, and (ii) fixed costs, such as labor and other plant related costs. Tinplate prices are generally negotiated annually for the ensuing year and there may be a lag effect on our gross profit margin associated with use of the prior year's tinplate inventory in periods of increasing or declining metal prices. Europe and North America's variable costs have typically constituted approximately 80% and fixed costs approximately 20% of the total cost of sales for our metal container manufacturing business.

In 2011, demand for our products in Europe was impacted by weak economic conditions and increased competitive activity, but revenue increased as these factors were more than offset by passing through higher raw material costs. Following the acquisition of Impress Group in 2010, FiPar in 2011 and Boxal in 2012, we undertook a footprint optimization program to enhance our operating efficiency and lower our cost base. In 2012, raw material costs began to decline and demand softened further as a result of the European recession, and decisions by some customers to defer purchases in anticipation of continued raw material cost decreases and the pass-through of such lower costs. Prices were also negatively impacted as these conditions led to more aggressive pricing actions by certain competitors.

In response to this challenging environment, we initiated footprint optimization and business repositioning processes, which involved the following actions over the period 2012-2014:

We believe that the implementation of this repositioning plan during 2013 and 2014 has improved our competitive position, value proposition and business mix. Adjusted EBITDA in Europe, which declined from €227 million in 2012 to €189 million in 2013, as the impact of the economic slowdown in Europe and declining input prices continued to affect our results, increased to €228 million in 2014 as we began to realize the targeted benefits of the optimization and repositioning. Adjusted EBITDA for the twelve months ended June 30, 2015 was €247 million.

In parallel with our footprint optimization and business repositioning between 2012 and 2014, we have continued to pursue opportunities to deploy capital to drive growth. Through June 30, 2015, we had invested $217 million (€166 million) in two new can-making facilities in Roanoke, Virginia and Reno, Nevada, as well as a significant expansion of our Conklin, New York can ends plant. These new facilities supply substantially all of the U.S. food can requirements of a major U.S. customer pursuant to a long-term contract. The completion of this investment, which began commercial shipments in early 2015, represents a material scaling up of our North America operations and we believe that the currently installed capacity, as well as the opportunity for cost-efficient expansion in these facilities over the medium term, can support future growth with both existing and new customers. Adjusted EBITDA for the twelve months ended June 30, 2015 was €27 million.

The combined financial statements of the Ardagh Metal Packaging Business have been prepared on a "carve-out" basis from the consolidated financial statements of Ardagh to represent the financial position and performance of the Ardagh Metal Packaging Business as if such business had been operated on a stand-alone basis for each of the years ended December 31, 2014, 2013 and 2012. The

combined financial statements have been prepared by aggregating financial information from the components of the Ardagh Metal Packaging Business as described in the related notes to the audited combined financial statements included elsewhere in this prospectus, and include (i) assets, liabilities, revenues and expenses that management has determined are specifically attributable to the Ardagh Metal Packaging Business and (ii) allocations of debt and direct and indirect costs and expenses related to the operations of the Ardagh Metal Packaging Business. For more information, see audited combined financial statements and the related notes included elsewhere in this prospectus.

Historically, Ardagh and its affiliates have provided and, following the completion of this offering, will continue to provide significant corporate and shared service functions to us. The terms of these services and amounts to be paid by us to Ardagh will be provided for in the transition services agreement. See "Certain Relationships and Related Party Transactions". In addition to the charges for these services, we may incur other corporate and operational costs, which may be greater than historically allocated levels, to replace some of these services or for additional services relating to our being a listed company, including those related to our reporting and compliance obligations as a listed company.

Revenue increased by €70 million, or 8%, to €961 million in the six months ended June 30, 2015, from €891 million in the six months ended June 30, 2014. Europe revenue declined by €12 million, or 2%, to €794 million in the six months ended June 30, 2015, compared with the same period in the prior year, while North America revenue increased by 96% to €167 million.

The increase in revenue principally reflected a volume growth of €70 million in the six months ended June 30, 2015, compared with the same period in 2014. Growth in North America revenue, primarily due to the commencement of commercial operations at our new metal plants in early 2015, was partly offset by a small reduction in volumes in Europe. Selling prices in the six months ended June 30, 2015 remained stable compared with the same period in 2014.

The disposal of our American Samoa plant, which took place in late 2014, reduced revenue by €20 million in the six months ended June 30, 2015 compared with the same period in 2014. Foreign currency translation effects, resulting from the strengthening of the dollar and other currencies against the euro, increased revenue by €21 million in the six months ended June 30, 2015 compared with the same period in 2014.

Gross profit for the six months ended June 30, 2015 increased by €23 million to €154 million, compared with €131 million for the same period in 2014. The increase in gross profit was attributable to the growth of €70 million in revenue compared with the same period in 2014, principally due to the ramp-up of our new North American plants, which more than offset a €47 million increase in the associated cost of sales.

The increase in cost of sales reflected volume growth, offset by the realization of efficiencies and savings from our footprint optimization and business repositioning initiatives. Exceptional costs, which

primarily related to our strategic business investment in North America, increased by €6 million in the six months ended June 30, 2015 compared with the same period in 2014. Gross profit excluding exceptional costs increased by €29 million from €141 million in the six months ended June 30, 2014 to €170 million in the same period in 2015.

Operating profit of €77 million in the six months ended June 30, 2015 increased by €17 million compared with the same period in 2014. The increase in operating profit was attributable to operating and other cost savings, growth in volumes, input cost savings and favorable foreign currency translation effects, partly offset by disposals, an increase in exceptional costs and a slight reduction in selling prices.

Higher sales volumes accounted for an increase in operating profit of €9 million in the six months ended June 30, 2015 compared with the same period in the prior year. Operating and other cost savings increased operating profit by €17 million, while our continued focus on input costs generated additional savings. Positive currency translation effects increased operating profit by €2 million but were offset by an increase of €10 million in exceptional costs and a slight increase in depreciation charges. The disposal of our plant in American Samoa in late 2014 also reduced operating profit by €3 million. Operating profit excluding exceptional items increased by €27 million to €100 million in the six months ended June 30, 2015 compared with the same period in 2014.

Net finance expense in the six months ended June 30, 2015 was €54 million, a reduction of €3 million compared with the same period last year.

The interest expense on related party debt declined by €2 million to €50 million. This reduction was attributable to a refinancing by our parent company in July 2014 at significantly lower rates than previously applied, partly offset by a higher level of attributable net debt in 2015 compared with 2014. Net finance costs associated with pension schemes were unchanged in the six months ended June 30, 2015 compared with the same period in 2014.

Income tax was a charge of €7 million in the six months ended June 30, 2015 compared with €nil in the same period in 2014. This increase is primarily due to the increase in profitability in 2015 compared with 2014.

As part of our footprint optimization and business repositioning outlined above, on December 31, 2014 we completed the disposal of our operations in Australia and New Zealand to Jamestrong

Australasia Holdings Pty Ltd for a gross consideration of €57 million. This disposal has been recognized as a discontinued operation in the six months ended June 30, 2014, when the profit from discontinued operations was €2 million.

As a result of the items described above, profit for the period for the six months ended June 30, 2015 was €16 million, compared with a profit for the period of €5 million in the same period in 2014. Profit for the period from continuing operations was €16 million in the six months ended June 30, 2015, compared with €3 million in the same period in 2014.

Revenue increased by €2 million, to €1,850 million in the year ended December 31, 2014 from €1,848 million in the year ended December 31, 2013. Europe revenue increased by €5 million to €1,668 million in the year ended December 31, 2014, compared with the prior year, while North America revenue declined by €3 million to €182 million as the reduction in sales due to the disposal of our American Samoa plant in late 2014 more than offset increased volumes.

The increase in revenue was driven by improvements in volume and mix of €39 million or 2%, with growth achieved in the food, seafood and nutrition & custom categories in Europe, as well as in North America. Volumes in the aerosols and paints & coatings categories were lower in the year ended December 31, 2014 than in 2013. Selling prices were €10 million lower in the year ended December 31, 2014 compared with the prior year, chiefly reflecting the pass through of lower input costs. Negative foreign currency translation effects of €4 million in 2014 resulted from a strengthening of the euro against other currencies. Disposals of businesses reduced revenue in 2014 by €23 million compared with the year to December 31, 2013, primarily as a result of the sale of our Greek operations in 2013, pursuant to our footprint optimization and business repositioning outlined above.

Gross profit for the year ended December 31, 2014 was €208 million compared to €141 million for the year ended December 31, 2013. The increase in gross profit was attributable to a reduction in cost of sales of €65 million, a €2 million increase in revenue in 2014 compared with 2013. The reduction in cost of sales in the year ended December, 31 2014 compared with the prior year arose from efficiencies and savings resulting from our footprint optimization and business repositioning outlined above, reductions in input costs and a €32 million reduction in exceptional costs, partially offset by increases in labor and other costs. Gross profit excluding exceptional costs increased by €35 million to €288 million in the year ended December 31, 2014 as a result of the factors described above excluding the impact of exceptional costs.

Operating profit of €70 million for the year ended December 31, 2014, increased by €82 million compared with an operating loss of €12 million for the year ended December 31, 2013. The increase in operating profit in the year ended December 31, 2014 compared with the prior year arose due to operating and other cost savings, higher volumes, lower depreciation, amortization and non-exceptional impairment and lower exceptional items, partially offset by slightly lower selling prices.

Higher sales volumes in Europe and North America increased operating profit by €10 million in the year ended December 31, 2014, compared with the prior year. Operating and other cost savings increased profit by €28 million as our footprint optimization and business repositioning outlined above delivered benefits and as increased volumes enhanced plant utilization, principally in Europe. Selling prices decreased by slightly more than total input costs in 2014, resulting in a year-on-year decrease in

operating profit of €3 million. Depreciation, amortization and non-exceptional impairment was €14 million lower in 2014 than in the prior year. Negative foreign currency translation effects accounted for a €1 million decrease in operating profit in 2014, compared with the prior year. The remaining year-on-year decline in costs resulted from a decrease in exceptional costs of €34 million to €89 million for the year ended December 31, 2014 compared to €123 million in 2013.

Net finance expense for the year ended December 31, 2014 was €107 million, compared to €111 million in 2013; a decrease of €4 million. The components of net finance expense are as follows:

The interest expense on related party debt of €98 million for the year ended December 31, 2014, decreased by €3 million or 3% from €101 million in 2013. This reduction was attributable to a refinancing by our parent company in July 2014 at significantly lower rates than previously applied, partially offset by a higher level of attributable debt in 2014 compared with 2013. There was no change in net finance costs associated with pension schemes between 2014 and 2013.

Income tax was a credit of €4 million in the year ended December 31, 2014 compared with a credit of €29 million in the year ended December 31, 2013. This difference is primarily attributable to the increase in profitability in 2014 compared to 2013.

As part of our footprint optimization and business repositioning outlined above, on December 31, 2014, we completed the disposal of our operations in Australia and New Zealand to Jamestrong Australasia Holdings Pty Ltd for a gross consideration of €57 million. The disposal resulted in a loss before tax of €46 million which has been recognized as discontinued operations in the income statement. The loss from discontinued operations was €8 million in the year ended December 31, 2013.

As a result of the items described above, loss for the year ended December 31, 2014 was €79 million, compared with a loss for the year ended December 31, 2013 of €102 million. Loss from continuing operations for the year ended December 31, 2014 was €33 million, compared with €94 million for the year ended December 31, 2013.

Revenue decreased by €61 million, or 3%, to €1,848 million in the year ended December 31, 2013, from €1,909 million in the year ended December 31, 2012. Europe revenue declined by €57 million in the year ended December 2013, compared with the prior year, while North America revenue decreased by €4 million.

Volume and mix effects in 2013 led to a €30 million reduction in revenue compared with the prior year, with a decline in Europe more than offsetting growth in North America. Volumes in Europe were 2% lower in 2013 than 2012, with reductions in all categories except nutrition & custom, reflecting order deferrals and increased competition in a deflationary input cost environment, as well as our withdrawal from certain less attractive business. Selling prices declined in 2013 by €33 million compared with the prior year. The impact of currency translation rates on revenue was a reduction of €20 million in 2013 compared with 2012. The decline in revenue in Europe from these three factors was partially offset by a €22 million additional contribution in 2013 compared with 2012 from Boxal, the Europe-based aerosol producer acquired in March 2012.

Gross profit for the year ended December 31, 2013 was €141 million compared to €182 million for the year ended December 31, 2012. The decrease in gross profit in 2013 was primarily attributable to reduced volumes and prices compared to the prior years, offset by a reduction in exceptional costs. Gross profit excluding exceptional costs decreased by €62 million to €253 million in the year ended December 31, 2013 as a result of the factors described above, excluding the impact of exceptional costs.

Operating loss of €12 million for the year ended December 31, 2013, decreased by €45 million from an operating profit of €33 million for the year ended December 31, 2012.

The decrease in operating profit in the year ended December 31, 2013 compared with the prior year was attributable to lower selling prices, lower volumes, adverse currency translation effects and higher depreciation, amortization and non-exceptional impairment, partially offset by operating and other cost savings, lower exceptional items and the full-year contribution from Boxal, which was acquired in March 2012.

Selling prices in 2013 decreased by €33 million compared with the year ended December 31, 2012, while input costs were slightly higher as a result of labor cost increases. Sales volume and mix reduced operating profit in 2013 by €11 million compared with the prior year as a result of lower demand in Europe, increased price competition and the withdrawal from certain less attractive business. Cost reduction measures, pursuant to the footprint optimization and business repositioning outlined above, were under way but their impact was limited to savings of €5 million in 2013, as implementation had not yet been completed. These reductions in operating profit were partially offset by an incremental contribution from Boxal of €1 million. Operating profit included exceptional items of €123 million for the year ended December 31, 2013 compared to €136 million in 2012, a decrease of €13 million. Depreciation, amortization and non-exceptional impairment for year ended December 31, 2013 was €15 million higher when compared to 2012.

Net finance expense for the year ended December 31, 2013 was €111 million compared to €135 million in 2012, a decrease of €24 million.

The year-on-year movement on interest for related party debt accounted for a decrease of €19 million in 2014 compared with 2013. This reduction in interest charges reflected lower average interest costs, as well as a decrease in the level of attributable debt. Net finance costs associated with pension schemes of €7 million remained unchanged year on year and additional other expense decreased by €5 million year on year.

Income tax was a credit of €29 million in the year ended December 31, 2013 and a credit of €10 million in the year ended December 31, 2012. This difference is primarily attributable to the decrease in profitability in 2013 compared to 2012, in addition to the de-recognition of certain deferred tax assets during the year ended December 31, 2012.

In line with the footprint optimization and business repositioning outlined above, on December 31, 2014, we completed the disposal of our operations in Australia and New Zealand to Jamestrong Australasia Holdings Pty Ltd for a gross consideration of €57 million. The disposed of operations incurred a loss of €8 million in the year ended December 31, 2013 and a loss of €11 million in the year ended December 31, 2012.

As a result of the items explained above, loss for the year ended December 31, 2013 was €102 million, compared with a loss for the year ended December 31, 2012 of €103 million. Loss from continuing operations for the year ended December 31, 2013 was €94 million, compared with €92 million for the year ended December 31, 2012.

Adjusted EBITDA is defined as operating profit/(loss) for the period before depreciation, amortization, and non-exceptional impairment and exceptional items. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by revenue. Adjusted EBITDA and Adjusted EBITDA margin are presented because we believe that they are frequently used by securities analysts, investors and other interested parties in evaluating companies in the metal can packaging industry. However, other

companies may calculate EBITDA and Adjusted EBITDA in a manner different from ours. Adjusted EBITDA and Adjusted EBITDA margin are not measures of financial performance under IFRS and should not be considered an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to profit (loss) as indicators of operating performance or any other measures of performance derived in accordance with IFRS.

The reconciliation of profit/(loss) for the period to Adjusted EBITDA is as follows:

Adjusted EBITDA of €144 million for the six months ended June 30, 2015 increased by €28 million, or 24%, compared with the same period in 2014. On a constant currency basis (applying the current period exchange rate to the prior period results) the year-on-year increase was €26 million, or 22%. Volume and mix improvements led to an increase of €9 million in Adjusted EBITDA, with operating and other cost savings representing a €20 million improvement in the six months ended June 30, 2015 compared with the same period last year. The disposal of our American Samoa plant in late 2014 reduced Adjusted EBITDA by €3 million in the six months ended June 30, 2015.

Adjusted EBITDA of €246 million for the year ended December 31, 2014, increased by €34 million, or 16%, from €212 million for the year ended December 31, 2013. On a constant currency basis the year-on-year increase was €35 million, or 17%. Growth in constant currency Adjusted EBITDA in 2014 compared with the prior year principally reflected operating and other cost savings of €28 million arising from the footprint optimization and repositioning initiated in 2012 and volume and mix growth effects of €11 million in Europe, resulting in improved plant utilization.

Adjusted EBITDA of €212 million for the year ended December 31, 2013 decreased by €43 million, or 17%, from €255 million for the year ended December 31, 2012. On a constant currency basis the year-on-year decrease in Adjusted EBITDA was €40 million, or 16%. This was principally a result of lower market pricing as a consequence of a deflationary input cost environment and increased competition, as well as a decline in volume in part due to the decision to rationalize less attractive business.

The following table provides detail on exceptional items from continuing operations included in cost of sales and sales, general and administration expenses:

	Six months ended June 30,						Year ended December 31,

	2015			2014			2014			2013			2012
	(in euro millions)
Impairment—property, plant and equipment		—			—			(36	)		(107	)		(116	)
Restructuring costs		(1	)		(3	)		(18	)		(7	)		(16	)
Impairment—working capital		—			—			(8	)		(1	)		(1	)
Plant start-up costs		(15	)		(7	)		(18	)		(4	)		—
Past service credit		—			—			—			7			—

Exceptional items—cost of sales		(16	)		(10	)		(80	)		(112	)		(133	)
Restructuring costs		(1	)		(3	)		(7	)		(2	)		(1	)
Acquisition costs		—			—			—			—			(2	)
Gain on disposal of business		—			—			9			—			—
Past service credit		—			—			—			2			—
Impairment—goodwill and other intangibles		—			—			(11	)		(11	)		—
Costs related to this offering		(5	)		—			—			—			—
Other		(1	)		—			—			—			—

Exceptional items—sales, general and administration expenses		(7	)		(3	)		(9	)		(11	)		(3	)

Total exceptional items		(23	)		(13	)		(89	)		(123	)		(136	)

The following exceptional items were recorded in the six months ended June 30, 2015:

The following exceptional items were recorded in the six months ended June 30, 2014:

The following exceptional items were recorded in the year ended December 31, 2014:

The following exceptional items were recorded in the year ended December 31, 2013:

The following exceptional items were recorded in the year ended December 31, 2012:

The segment results for the six months ended June 30, 2015 and 2014 are as follows:

Revenue in Europe decreased by €12 million to €794 million in the six months ended June 30, 2015 compared with the same period in 2014. This reflected a modest reduction in volume compared with the same period in 2014, when strong volume growth had been recorded. Positive currency translation effects, following the depreciation of the euro against a range of other currencies, increased revenue by €8 million in the six months ended June 30, 2015, partly offset by the passthrough of reduced input costs.

Revenue in North America increased by 96% to €167 million in the six months ended June 30, 2015 compared with the same period in 2014. Growth was attributable to the ramp-up of our new food can manufacturing plants in early 2015. A favorable currency translation impact of €14 million was more than offset by a reduction in revenue attributable to the disposal of our American Samoa plant in late 2014.

Adjusted EBITDA growth of €28 million, or 24%, to €144 million in the six months ended June 30, 2015 reflected growth in both the Europe and North America segments.

In Europe, Adjusted EBITDA growth of €19 million was largely driven by operating and other cost savings, which resulted from our ongoing business repositioning activity.

Adjusted EBITDA in the North America segment increased by €9 million to €17 million in the six months ended June 30, 2015. Our expanded North America presence, following the commencement of commercial shipments at our new metal plants in early 2015, was the primary driver of the increase in Adjusted EBITDA, partly offset by a €3 million reduction in Adjusted EBITDA due to the disposal of the American Samoa plant in late 2014.

Revenue in Europe increased by €5 million in 2014 to €1,668 million. Volume/mix increased by approximately 2% in Europe in 2014, despite some continued withdrawal from certain less attractive business. This was partially offset by the sale of our Greek operations in 2013, which reduced year on year revenue by €18 million.

Adjusted EBITDA growth of €34 million in 2014 to €246 million primarily reflects an increase of €39 million in our Europe segment. Cost efficiencies and other savings, arising from the business repositioning outlined above was the main driver of this increase in 2014. Volume grew by approximately 2% in Europe in 2014, with increases in food, seafood and nutrition & custom, partially offset by modest declines in aerosols and paints & coatings.

In North America, where our investment project spending was under way in 2013 and 2014, volume grew but Adjusted EBITDA declined as a result of input costs not being fully recovered.

Revenue in 2013 declined by €61 million to €1,848 million, as a result of lower volumes and prices in a competitive market environment and following the decision in 2012 to withdraw from certain less attractive business. This was partially offset by an incremental 2013 contribution from Boxal, which was acquired in March 2012.

In Europe, volume declined by approximately 2% and pricing was also lower, due in part to declining input costs. This led to a €38 million reduction in Adjusted EBITDA to €189 million.

In North America, volume increased in 2013 compared with 2012 but Adjusted EBITDA declined, primarily as a result of lower pricing.

Historically, our primary sources of liquidity have been (i) cash generated from operations and (ii) intercompany advances, which will no longer be available upon the completion of the Separation. Consequently, we will have to seek external sources of financing to the extent cash generated from operations is not sufficient to meet our requirements. Following the Separation and this offering, we will not have any commitments to guarantee or pledge our stock or assets as collateral for debt of Ardagh, and none of our cash flows will be used to service Ardagh's debt following this offering.

We currently expect that cash and cash equivalents, cash flows from operations and other available financing resources will be sufficient to meet our anticipated operating, capital expenditure, investment, debt service and other financing requirements during the next twelve months and for the foreseeable future. In addition to the Debt Financing and the Units Offering, we expect to enter into a revolving

credit facility and expect that we will have access to the capital markets. However, there can be no assurances that such access will be available on terms acceptable to us, or at all.

We expect to focus our capital expenditure on capital replacement, equipment upgrades and efficiency improvement projects. We expect to fund such expenditure from operating cash flow after providing for interest and tax payments.

The following table sets forth our cash from (used in) operating, investing and financing activities, including discontinued operations, for the periods specified:

Total cash from operating activities was €70 million in the six months ended June 30, 2015, compared with €121 million in the same period in 2014. The year on year decrease was primarily due to a €47 million increase in the working capital outflow in the six months ended June 30, 2015 compared with the prior year period. This increase was mainly related to the ramp-up of our new North American metal plants, as well as a greater seasonal outflow in the Europe segment. Increased cash outflow on exceptional items, mainly restructuring and plant start-up costs, was offset by growth in operating profit compared with the same period in 2014.

Total cash from operating activities increased by €88 million from €125 million in 2013 to €213 million in 2014. The year on year increase in 2014 was primarily due to an increase in operating profit before exceptional items of €48 million and the generation of a €12 million inflow from working capital in 2014, compared with a €45 million outflow in the previous year. This was partially offset by increased outflows in 2014 on exceptional costs compared with 2013.

Total cash used in investing activities decreased by €63 million to €36 million in the six months ended June 30, 2015 compared with the same period in 2014. The reduction was mainly due to lower capital expenditure on our strategic growth investment in North America. Through June 30, 2015, $217 million (€166 million) of the expected total investment of $220 million had been completed.

Total cash used in investing activities decreased by €37 million from €110 million in 2013 to €73 million in 2014. The main movement related to the disposal of business which generated an inflow of €78 million in 2014 partly offset by an increase in capital expenditure of €40 million due to our strategic growth investment in North America.

During 2014, €150 million was invested in net fixed asset additions compared to €110 million in 2013. Capital expenditure in 2014 was heavily influenced by our strategic growth investment in North America, which was substantially completed in the fourth quarter of 2014.

During 2013, we invested €110 million in net fixed asset additions compared to €69 million in 2012, including €47 million on our strategic growth investment in North America.

Net cash used in financing activities comprises net cash remitted to Ardagh pursuant to group treasury arrangements. Net proceeds from financing activities represented an outflow of €48 million in the six months ended June 30, 2015 compared with a €33 million outflow in the same period in 2014. This resulted from the increase in net cash remitted to Ardagh, primarily from cash generated from operating activities and cash balances at the beginning of the period, less cash used for investing activities.

Net cash used in financing activities comprises net cash remitted to Ardagh pursuant to group treasury arrangements. Net proceeds from financing activities represented an outflow of €142 million in 2014, compared with a €62 million outflow in 2013. This resulted from the increase in net cash remitted to Ardagh, primarily from cash generated from operating activities and cash balances at the beginning of the period, less cash used for investing activities.

The net decrease in cash and cash equivalents was €14 million in the six months ended June 30, 2015, compared with €11 million in the same period in 2014. This resulted from the increase in net cash remitted to Ardagh, primarily from cash generated from operating activities and cash balances at the beginning of the period, less cash used in investing activities.

The net decrease in cash and cash equivalents was €2 million in 2014 and €47 million in 2013. This resulted from the increase in net cash remitted to Ardagh, primarily from cash generated from operating activities and cash balances at the beginning of the period, less cash used in investing activities.

Working capital comprises inventories, trade and other receivables, trade and other payables, and current provisions.

Working capital at June 30, 2015 was €282 million and at December 31, 2014 it amounted to €220 million, an increase of €62 million. The increase in working capital in the six months ended June 30, 2015 comprised of an increase in the level of inventories of €93 million, an increase in trade and other receivables of €27 million, an increase in trade and other payables of €70 million and a decrease in current provisions of €12 million. The increase in working capital in the six months ended June 30, 2015 reflected seasonal factors, as well as the ramp-up of our new North American plants.

Working capital at December 31, 2014 was €220 million and at December 31, 2013 it amounted to €314 million, a year-on-year decrease of €94 million. The decrease was made up of a reduction in the level of inventories of €3 million; a decrease in trade and other receivables of €60 million, an increase in level of current provisions of €24 million and an increase in trade and other payables of €7 million.

The disposal of our business in Australia and New Zealand in December 2014 resulted in a reduction of €29 million in working capital, partially offset by an increase related to our strategic growth investment in North America. In addition, the reduction reflected optimization of our working capital performance, resulting in an inflow of €12 million in 2014 compared with an outflow of €45 million in 2013.

Tax paid in the six months ended June 30, 2015 was €4 million, compared with €2 million paid in the same period in 2014. This was primarily attributable to cash tax payments in certain territories which are made on the basis of prior year assessments.

Tax paid in the year ended December 31, 2014 was €5 million compared to the €10 million paid in the same period in 2013 and €4 million paid in the same period in 2012. These movements are primarily attributable to cash tax payments in certain territories which are made on the basis of prior year assessments.

At December 31, 2014 we had capital commitments in relation to property plant and equipment of €13 million, of which €9 million had been contracted.

We have operating leases which expire at various dates through 2024. The commitment under these leases in 2015 is €11 million.

The statements about market risk below relate to our historical financial information included in this prospectus.

We intend to enter into certain financing arrangements prior to or concurrently with this offering to fund portion of the cost of acquiring the Ardagh Metal Packaging Business. Interest rate risk, if any, will be associated with these arrangements. See "Debt Financing."

We operate in 20 countries. Our main translation exposure in the year to December 31, 2014, was in relation to U.S. dollars, British pounds, Czech koruna and Polish zloty. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities, and net investments in foreign operations.

Fluctuations in the value of these currencies with respect to the euro may have a significant impact on our financial condition and results of operations as reported in euro. We believe that a strengthening of the euro exchange rate by 1% against all other foreign currencies from the December 31, 2014 rate would have increased invested capital by €5 million (2013: €2 million, 2012: €2 million).

We are exposed to changes in prices of our main raw materials, primarily steel and aluminum. Commodity price risk has been managed centrally by Ardagh's treasury. Steel is generally obtained under one-year contracts with prices that are usually fixed in advance. When such contracts are renewed in the future, our steel costs under such contracts will be subject to prevailing global steel and/or tinplate prices at the time of renewal, which may be different from historical prices. Unlike steel, where there is no functioning hedging market, aluminum is traded daily as a commodity (priced in U.S. dollars) on the London Metal Exchange. Aluminum is priced in U.S. dollars, and therefore fluctuations in the U.S. dollar/euro exchange rate also affect the euro cost of aluminum. The price and foreign currency risk on these aluminum purchases is hedged by entering into swaps under which the Company pays a fixed euro price. Furthermore, the relative price of oil and its by-products may materially impact our business, affecting our transport, lacquer and ink costs.

Credit risk will be managed by the Company on a group-wide basis. Credit risk arises from deposits with banks and financial institutions, as well as credit exposures to the Company's customers, including outstanding receivables. The Company's policy is to place excess liquidity on deposit, only with recognized and reputable financial institutions. For banks and financial institutions, only independently rated parties with a minimum rating of 'A' are accepted, where possible.

The credit ratings of banks and financial institutions are monitored to ensure compliance with the Company's policy. The Company's policy is to extend credit to customers of good credit standing. Credit risk is managed, on an on-going basis by dedicated people within the Company. The Company's policy for the management of credit risk in relation to trade receivables involves periodically assessing the current financial standing of customers, taking into account their financial position, past experience and other factors. Provisions are made, where deemed necessary, and the utilization of credit limits is regularly monitored. Management does not expect any significant counterparty to fail to meets its obligations. The maximum exposure to credit risk is represented by the carrying amount of each asset. For the year ended December 31, 2014, our ten largest customers accounted for 32% of total revenues (2013: 33%, 2012: 29%). There is no recent history of default with these customers.

We prepare our financial statements in accordance with IFRS as issued by the IASB. A summary of significant accounting policies is contained in Note 2 to our audited combined financial statements for the year ended December 31, 2014. In applying many accounting principles, we make assumptions, estimates and judgments which are often subjective and may be affected by changing circumstances or changes in our analysis. Material changes in these assumptions, estimates and judgments have the potential to materially alter our results of operations. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Goodwill acquired through a business combination has been allocated to groups of cash-generating units ("CGUs") for the purpose of impairment testing based on the segment into which the business combination is assimilated. The groupings represent the lowest level at which the related goodwill is monitored for internal management purposes. As at the reporting date, Europe and North America were the two groups of CGUs to which goodwill was allocated and monitored.

The recoverable amount of a group of CGU's is determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets approved by management covering a three-year period. A growth rate of 2.5% - 3.5% has been assumed beyond the five-year period. The terminal value is estimated based on capitalizing the year 5 cash flows in perpetuity. The discount rates used ranged from 10.4% - 10.5% (2013: 11.9% - 12.4%; 2012: 11.3% - 13.3%). These rates are pre-tax. These assumptions have been used for the analysis for each group of CGU. Management determined budgeted cash-flows based on past performance and its expectations for the market development.

Key assumptions include management's estimates of future profitability, replacement capital expenditure requirements, trade working capital investment needs and discount rates. The values applied to each of the key assumptions are derived from a combination of internal and external factors based on historical experience and take into account the stability of cash flows typically associated with these groups of CGUs.

If the estimated pre-tax discount rate applied to the discounted cash flows had been +/– 75 basis points than management's estimates, the recoverable value of the CGUs would still have been in excess of their carrying value and no impairment would have arisen.

We are subject to income taxes in numerous jurisdictions and judgment is therefore required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. We recognize liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

We follow guidance of IAS 19 to determine the present value of our obligations to current and past employees in respect of defined benefit pension obligations, other long-term employee benefits and other end or service employee benefits, which are subject to similar fluctuations in value in the long term. We, with the assistance of a network of professionals, value such liabilities designed to ensure consistency in the quality of the key assumptions underlying the valuations.

The principal pension assumptions used in the preparation of the accounts take account of the different economic circumstances in the countries in which we operate and the different characteristics of the respective plans including the length of duration of liabilities.

The rates or ranges of rates for the principal assumptions applied in estimating the net pension liabilities in our combined financial statements were as follows:

At December 31, 2014, were the discount rate used to differ by 50 basis points from management's estimates, the carrying amount of pension obligations would be an estimated €28 million lower or €32 million higher, respectively. Were the inflation rate used to differ by 50 basis points from management's estimates, the carrying amount of pension obligations would be an estimated €25 million lower or €27 million higher, respectively. Were the rate of increase in salaries used to differ by 50 basis points from management's estimates, the carrying amount of pension obligations would be an estimated €10 million lower or €11 million higher, respectively.

Assumptions regarding future mortality experience are set based on actuarial advice in accordance with published statistics and experience.

These assumptions translate into the following average life expectancy in years for a pensioner retiring at age 65. The mortality assumptions for the countries with the most significant defined benefit plans are set out below:

The impact of further increasing the expected longevity for all members by one year would result in an increase in our liability of €10 million at December 31, 2014.

Long-lived assets, consisting primarily of property, plant and equipment, comprise a significant portion of the total assets. The annual depreciation charge depends primarily on the estimated lives of each type of asset and, in certain circumstances, estimates of fair values and residual values. The directors regularly review these asset lives and change them as necessary to reflect current thinking on remaining lives in light of technological change, prospective economic utilization and physical condition of the assets concerned. Changes in asset lives can have a significant impact on the depreciation and amortization charges for the period. It is not practical to quantify the impact of changes in asset lives on an overall basis, as asset lives are individually determined and there are a significant number of asset lives in use. Details of the useful lives are included in the accounting policy. The impact of any change would vary significantly depending on the individual changes in assets and the classes of assets impacted.

Impairment tests for items of property, plant and equipment are performed on a CGU level basis. The recoverable amounts in property, plant and equipment are determined based on the higher of value-in-use or fair value less costs to sell.

Our income statement and segmental analysis separately identify results before exceptional items. Exceptional items are those that in our judgment need to be disclosed by virtue of their size, nature or incidence.

We believe that this presentation provides additional analysis as it highlights exceptional items. Such items include, where significant, restructuring, redundancy and other costs relating to permanent capacity realignment, directly attributable acquisition costs, profit or loss on disposal or termination of operations, start-up costs incurred in relation to new furnace builds, major litigation costs and settlements, profit or loss on disposal of assets and impairment of assets. In this regard, the determination of "significant" as included in our definition uses qualitative and quantitative factors which remain consistent from period to period. Management uses judgment in assessing the particular items, which by virtue of their scale and nature, are disclosed in the income statement and related notes as exceptional items. We consider the income statement presentation of exceptional items to be appropriate in our income statement as it improves the clarity of the presentation and is consistent with the way that financial performance is measured by management and presented to the Board and the Chief Operating Decision Maker ("CODM") and in that regard we believe it to be consistent with paragraph 85 of IAS 1, which permits the inclusion of line items and sub-totals that improve the understanding of performance.

The following standards and amendments to existing standards have been published and are mandatory, for our accounting periods beginning on or after January 1, 2015 or later periods:

The following new standards, amendments to existing standards and interpretations effective for annual periods beginning on or after January 1, 2015 have been issued prior to the date of issuance of

the financial statements but have not been adopted early by the Company. Management's assessment of the impact of the new standards listed below, on the reported results, combined statement of financial position and disclosures as a result of their adoption in future periods is on-going.

Annual improvements 2012—These annual improvements amend standards from the 2010 - 2012 reporting cycle. They include changes to:

The impact of the annual improvements 2012 are not expected to have a material effect on the combined financial statements.

Annual improvements 2013—These annual improvements amend standards from the 2011 - 2013 reporting cycle. They include changes to:

The impact of the annual improvements 2013 is not expected to have a material effect on the combined financial statements.

Annual improvements 2014—These annual improvements amend standards from the 2012 - 2014 reporting cycle. They include changes to:

The impact of the annual improvements 2014 is not expected to have a material effect on the combined financial statements.

IFRS 15, 'Revenue from contracts with customers'—IFRS 15 establishes principles for reporting the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The core principle of IFRS 15 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. IFRS 15 sets out a five step approach for use in applying this principle. The new standard replaces IAS 18, 'Revenue' and IAS 11, 'Construction contracts and related interpretations.' The standard is effective for annual periods beginning on or after January 1, 2017 and earlier application is permitted. The Company has not yet completed its assessment of the impact of IFRS 15.

IFRS 9, 'Financial instruments'—in July 2014, the IASB published the complete version of IFRS 9, Financial Instruments, which replaces the guidance in IAS 39. It has been completed in a number of phases and includes requirements on the classification and measurement of financial assets and liabilities. It also includes an expected credit losses model that replaces the incurred loss impairment model used presently and hedge accounting amendments released in November 2013. The new standard is effective for accounting periods beginning on or after January 1, 2018 (with retrospective application required) and early application is permitted. The Company has not yet completed its assessment of the impact of IFRS 9.

Other changes to IFRS have been issued but are not yet effective for the Company. However, they are either not expected to have a material effect on the combined financial statements or they are not currently relevant for the Company.

We are a leading supplier of innovative, value-added metal can packaging for the consumer products industry. We supply a broad range of products, including two-piece aluminum and tinplate and three-piece tinplate cans, and a wide range of can ends, including easy open and peelable ends. Many of our products feature high-quality printed graphics, customized sizes and shapes or other innovative designs. These innovative products provide functionality and differentiation and enhance our customers' brands on the shelf.

With approximately 1,300 customers across more than 70 countries, we sell our products to a diverse range of multi-national companies, large national and regional companies, and small local businesses. Our customers include a wide variety of CPGs, including some of the best known brands in the world. Over half of our 2014 revenue was from multi-year contracts, with the balance largely subject to annual arrangements. We have a highly stable customer base, characterized by long standing relationships, including an average relationship of over 30 years with our ten largest customers.

We operate 54 production facilities in 20 countries and employ approximately 7,300 personnel. Generally, our plants are strategically located to serve our customers, with some facilities located on-site at our customers' filling locations. Our facilities require significant up-front investment, have long useful lives and have relatively modest on-going maintenance capital expenditure requirements. We operate our facilities with a focus on continuous improvement, applying Lean Manufacturing techniques which focus on eliminating waste while delivering quality products at minimum cost and with the greatest efficiency. To supplement our Lean efforts, we formed our OSG to standardize and share best practices across our network of plants.

The global packaging industry is a large, consumer-driven industry with stable growth characteristics. Within the $800 billion global packaging industry, the metal can packaging market represents a $70 billion market that is comprised of beverage cans (58% of the market), food (including seafood) cans (28%), and specialty cans (14%), according to Smithers Pira^*. Within the metal can packaging market, we primarily compete in the food and specialty can sectors, which account for approximately $30 billion of the overall metal can packaging market according to Smithers Pira.* The $20 billion food can sector is a relatively stable market which includes cans for a variety of food, pet food and seafood applications. The food can sector is expected to remain stable on a unit volume basis in our target regions of Europe and North America according to Smithers Pira.* The $10 billion specialty can sector is characterized by a number of different products and applications including specialty, aerosol, and other cans. The specialty can sector is expected to grow in our target region of Europe by 1.8% per annum on a volume basis through 2019 according to Smithers Pira.*

degradation in its performance. We estimate that over 70% of the metal packaging in Europe is recycled. In addition to its recyclability, metal can packaging has additional benefits related to energy usage and emissions. These include the fact that the strength and rigidity of metal cans allows them to be filled at higher speeds. The shelf stable nature of the metal food can also means that refrigeration is not required, thereby resulting in further energy savings in the supply chain, from food producer to end consumer.

Canned foods continue to have an important role for consumers as a result of their convenience, long shelf life and value proposition. Consumer purchases of canned food in Europe and the United States have been broadly stable between 1997 and 2014. Imports overall are at a low level in Europe and North America but can affect local production in certain sectors (for example, filled canned seafood imports). In developed markets, the industry continues to see a shift towards increased use of value-added features including easy-open ends and high quality graphics.

In emerging markets, we believe that canned foods have considerable growth potential as incomes increase, modern retail and logistics infrastructure develops and urbanization trends continue. The industry has seen broad based growth in emerging markets and we have positioned ourselves with manufacturing facilities and distribution capabilities to capture growth in some of these regions such as Eastern Europe, Asia and Africa.

Sales of food packaging are affected by national tastes, preferences and regulations as well as differences in the amount and quality of local agricultural production, which varies seasonally, and according to the weather conditions and the acreage under production each year. Sales of seafood packaging are affected by seasonality and the availability of fish catches.

Consumption in the infant formula and nutritional powders category has grown in recent years, in particular, as a result of growth in value-added milk formula products for infants in developed markets and to a greater extent, in emerging markets. Sales of customized packaging for certain niche categories such as take home pressurized beer kegs have also seen significant growth as a result of product innovation and changes in consumer trends.

The aerosols category is driven by increasing living standards and consumer demand for personal care and beauty products, air fresheners and home and industrial improvement products. While this category has grown steadily over time, it has been adversely affected by weaker demand associated with the European economic slowdown. The paints & coatings category is influenced by construction activity and trends in consumer home improvement and do-it-yourself. Growth in this area was also impacted adversely by the European economic slowdown and to a lesser extent, by a switch by manufacturers to plastic containers. The substitution of plastic for metal has been driven principally by cost. Because solvent based paints & coatings products have overriding requirements for metal due to its greater strength and fire resistance, this substitution by plastic appears to have slowed recently.

We believe a number of strengths differentiate us from our competitors, including:

We conduct our operations through two business segments: Europe and North America.

Our Europe segment includes the supply of metal cans to customers in the food and specialties sectors. The Europe segment includes the "rest of the world" which in the aggregate accounted for 4% of total revenue by origin in 2014 and 2013 (5% in 2012). In the twelve months ended June 30, 2015, the Europe segment recorded revenue of €1,656 million and Adjusted EBITDA of €247 million.

Food. We are the second largest supplier of food cans in Europe, which includes cans for fruit, vegetables, soups, sauces, ready meals and pet food, with an estimated share of approximately 25% by value. The majority of the products are retorted cans for shelf-stable, heat processed foods. Customers are primarily food producers and the category is characterized by large volumes of standardized two and three-piece cans. Our customers produce a combination of branded and private label products. We are the market leader in Europe supplying two-piece DWI cans. The DWI food can-making process is similar to that used in the production of beverage cans, where a cup is formed directly from a coil of tinplate and is passed through a series of ironing rings to reduce the diameter of the cup while increasing the height, ultimately producing the finished can. This process means that a two-piece can has advantages in terms of time, cost and quality compared to a traditional three piece can. The DWI manufacturing process for can production is particularly suited to high-volume single specification requirements. In addition, we have also successfully introduced more sophisticated, differentiated cans

and we are a major player in the growing, higher margin market for easy open, Easy Peel® and Easip® can ends. Products are primarily manufactured from tinplated steel, although the food business also uses tin free steel and aluminum for certain value added products.

Seafood. We believe we are a leading supplier of cans in the seafood category, with an estimated European share of approximately 29% by value. Revenue from this category is primarily based on sales of printed and shaped, differentiated, aluminum and steel containers, with easy open ends and, increasingly, Easy Peel® closures. We increasingly serve multinational customers as well as many smaller customers in Europe, Asia and Africa. In recent years we have focused on developing the global reach of our business in the seafood category, with investments in South Korea, Morocco, Spain and Thailand.

Aerosols. We are the largest supplier of aerosol cans in Europe, with a share of approximately 25% by value of the aerosol category and, within that category, an approximately 30% share by value of three-piece tinplate aerosol cans and 20% share by value of aluminum impact extrusion monobloc aerosol cans. We supply a wide range of sizes, specifications and shapes to many of the leading aerosol brands and contract fillers and have extensive geographic coverage in Europe, with plants in nine countries, including a significant presence in Eastern Europe. The majority of our products are printed using our extensive in house print facilities including Flexidec®, which promotes enhanced printing capabilities.

Nutrition & Custom. We are a global supplier, with a leading position in Europe, of cans to the specialist markets of infant formula, nutritional powders and other powdered food products. In particular, we offer a leading range of re-closable cans and of our exclusive Easy Peel® and Direct Peel® membrane systems as well as our scoop-out solutions and customized ends. Our position in this category is long-established and was expanded with our 2003 acquisition of Nestlé's facility at Hjørring, Denmark, which together with a sister plant in the Netherlands mainly produce peelable ends and closures. We have also recently invested in capacity expansion at Leeuwarden, the Netherlands, to serve demand from multinational customers driven by emerging market consumption of infant nutrition formula. We also have a leading position in Europe in certain niche end-use categories such as multi-serve five liter beer kegs, a category which is currently growing.

Paints & Coatings. We believe we are the largest supplier of metal cans for paints & coatings in Europe with a share of approximately 17% by value. Cans are mainly printed in house and include the use of Flexidec®, while containers are supplied for paint and wood varnish for professional and do it yourself decorators, as well as for lacquers, automotive paints, marine coatings and chemicals. The bulk of our sales are to paints & coatings industry leaders in the United Kingdom, Germany and the Netherlands. Products are normally steel based and include a wide variety of sizes, closures and specifications.

Our North America reporting segment includes the supply of metal containers to customers in the food (including pet food) and seafood categories. In the twelve months ended June 30, 2015, the North America segment recorded revenue of €264 million and Adjusted EBITDA of €27 million.

Food. We have significantly increased our business in the food category with the recent completion of our strategic investment in two new can-making facilities in Roanoke, Virginia and Reno, Nevada as well as a significant expansion of our Conklin, NY can ends plant. In early 2015, these plants began supplying substantially all of the U.S. food can requirements of a major U.S. food producer, pursuant to a long-term contract, with two-piece cans manufactured with our high output DWI technology, as well as three-piece cans. We estimate that with this increased capacity we can become the number three player in the North American food can category.

Seafood. We believe we are the leader in the seafood can category. Most of our sales are derived from long-term contracts with four major customers.

We develop and manufacture a wide range of products to meet the specific needs of customers, utilizing different manufacturing technologies, sizes, shapes, closure systems, print characteristics, coatings and other features. Our products are designed to help customers differentiate their brands. Our products range from highly specialized cans with high-quality graphic designs, a wide range of shapes and special convenience features, such as easy open ends, Easy Peel® and Easip® peelable lids and Direct Peel® membranes, to round, undecorated cans in standard sizes.

Products incorporating specialized, value added features also include consumer-friendly shaped and printed aluminum bowls with Easy Peel® or Easip® lids, for retorted products such as seafood salads, customized cans with Easy Peel® or Direct Peel® moisture proof internal membranes for dry food products, such as powdered instant beverage products and dry snacks, and five liter pressurized beer kegs.

A significant portion of our revenues are derived from printed products. We have developed particular expertise in pre-distortion printing for two-piece cans (printing on the flat sheet prior to punching) and in the use of special colors and pre-press methods to enhance print quality and reduce the costs of printing sheets for three-piece cans. In addition, we produce using Dprint® and Flexidec® short-run print technologies, allowing cost-effective and timely production of small orders for printed products, thereby increasing our customers' flexibility in responding to market requirements.

We offer metal can packaging for a wide range of consumer products to national and international customers in Europe, North America, Asia and Africa.

We supply leading manufacturers in each of the end-use categories we serve, including AkzoNobel, Big Heart Pet Brands, Bumble Bee Seafoods, ConAgra Foods, Danone, H.J. Heinz, L'Oréal, Mars, Mead Johnson, Nestlé, Procter & Gamble, Reckitt Benckiser and Unilever, among others.

Major consumer brands packaged in our containers include Adidas, Airwick, Ambipur, Axe, Bonduelle, Bumble Bee, Chef Boyardee, Dulux, Enfamil, Friskies, Green Giant, Heinz, Hunts, John West, Johnson Wax, Milupa, Nan, Nivea, Nutrilon, Pedigree, Pringles, Rexona, Schwarzkopf, Saupiquet, Taft and Wella.

For the year ended December 31, 2014, no single customer represented more than 5% of our revenue, and our ten largest customers accounted for approximately 32% of our revenue (2013: 5% and 33%, respectively). As a result of our recent strategic growth investment in North America and the related long-term contract, this percentage is expected to increase.

Over half of our 2014 revenue was from multi-year contracts, ranging from two to ten year terms. These benefit customers seeking medium-term security of supply and price stability. For us, they represent more predictable future cash flows and generally provide for the recovery of metal price increases and, in most cases, all or most of inflation of variable costs such as coatings. In addition, with multi-year relationships both parties can work to streamline the product, service and supply process, leading to significant cost reductions and improvements in product and service.

The balance of our revenue is largely subject to annual arrangements. We have a highly stable customer base, characterized by long-standing relationships, including an average relationship of over 30 years with our ten largest customers. We believe that the spread of our activities, both geographically and across categories, mitigates the risk that the loss of any one customer would have a material adverse effect on our business as a whole.

Our North American operations supply a range of food, seafood and pet food products to major customers in the United States and Canada, with whom we have long-term supply arrangements. Over 80% of North American revenue in 2014 was derived from customers under multi-year contracts. These long-term contracts have full cost pass through clauses that protect us from input cost changes.

While competition for value-added cans is based on quality, innovation and customer service, competition for high volume, undifferentiated cans is based primarily on price. The relative proximity of service plants to customers is also a competitive factor, as transporting formed cans beyond a certain distance generally becomes uneconomical. Competition is therefore often regional rather than national or international and also varies by can size and specification, depending on regional competitors' capabilities. Customer requirements are becoming more demanding, which we believe will benefit manufacturing companies with multinational coverage, a competitive cost base, high quality products, outstanding customer service and a broad product portfolio.

Our major competitor in the European metal can packaging market is Crown Holdings, Inc. In addition, there are a number of smaller regional producers, who often compete within individual end-use categories or in individual regions or countries of Europe.

In food and pet food cans, Silgan Holdings, Inc. is our main U.S. competitor, and other competitors include Crown Holdings, Inc. and Ball Corporation. We are the North American leader in the seafood category, and production in the rest of the category is relatively fragmented.

We have 54 production facilities in 20 countries. The following table sets out a summary of our production facilities as of June 30, 2015.

The principal raw materials we use in our production process are steel (in both tinplated and tin free forms), aluminum, coatings and lining compounds. In 2014, approximately 60% of total raw materials costs related to tinplated steel and tin free steel and approximately 20% of our total raw

materials costs related to aluminum. Our major steel suppliers include ArcelorMittal, Rasselstein, U.S. Steel, Tata Steel, Dongbu Steel and Baosteel.

We continuously seek to minimize the effective price of raw materials and reduce exposure to price movements in a number of ways, including the following:

We typically purchase steel under one-year contracts with prices that are usually fixed in advance. Agreements are generally negotiated late in the year for effect from the beginning of the following calendar year. Despite significant reductions in steel production capacity in Europe and North America over the past few years, we believe that adequate quantities of the relevant grades of packaging steel will continue to be available from various producers and that we are not overly dependent upon any single supplier.

Our established award winning R&D activity is concentrated at our 45,000 square foot Crosmières, France R&D facility, with approximately 60 R&D professionals who have expertise in areas including food science, metallurgy and design. These specialists focus on three main areas: (i) innovations that improve product design, differentiation and usability; (ii) down-gauging to generate cost savings; and (iii) developments to anticipate and address evolving food safety standards and regulations. For the year ended December 31, 2014, we incurred internal research and development expenditure of €12 million (2013: €12 million, 2012: €11 million), of which €5 million (2013: €5 million, 2012: €6 million) was capitalized to intangible and tangible assets.

We believe that our long-established customer centric approach to R&D provides us with a competitive advantage in the markets in which we participate. Through this platform we have developed numerous award winning innovations, as evidenced by our portfolio of over 50 different patent families, each filed in multiple jurisdictions. New product innovations include shaping effects which differentiate our customers' brands on the shelf, as well as new designs for easy open ends, OptiLift®, Easy Peel® and Easip® lids and shaped aerosols, all of which add convenience to the end-consumer experience.

In addition to innovations targeted at improving the usability and convenience of our customers' products, our ongoing R&D initiatives allow us to offer our customers material cost savings through lighter weight and more sustainable packaging options. We believe we are a leading manufacturer of the lightest easy open ends in the industry, and since 2000 we have reduced the metal thickness of our easy open ends by approximately 15%.

Our focus on anticipating and addressing evolving health, safety and regulatory trends is demonstrated by our becoming a market leader in offering BPA NIA lacquers to our customers in Europe and North America. Furthermore, our innovations in areas such as shaping of metal cans acts as a mitigating factor to counterfeiting, thereby enhancing food security.

In addition to working with our customers to develop more convenient and cost efficient packaging solutions, which anticipate and address evolving regulatory trends, we also offer process enhancement

technologies to our customers. These include finite element analysis, which uses advanced computer modeling to determine the characteristics of the product ahead of production, which reduces the cost and time needed to bring to market these innovations. We also utilize EIS to perform reliable short term evaluations of the long-term performance of our products.

Our Crosmières facility, which includes prototype DWI and end lines, supports efficient new product introductions for us and our customers, and enables us to reduce the impact of new product introductions in our production plants by minimizing plant disruptions from such introductions.

We also assist our customers to develop a process approach to their metal can packaging requirements. These initiatives are designed to support customers' efforts to differentiate their products to the end user, as well as to enable us to better allocate our development resources towards those projects that are most valued by our customers.

In Europe, our sales teams are structured with a focus on specific end-use categories. They are led by sales directors, who have regional or country-specific responsibility and report to commercial directors. Our commercial directors are responsible for all commercial activities, including technical services of a particular category and report to our Chief Commercial Officer, who is based in Deventer, the Netherlands. In North America, our sales team reports to our Vice President, Sales and Technical Services, who reports to our North America Chief Executive Officer.

Our broad sales coverage is augmented by a geographically dispersed marketing team which aims to promote our company, products and industry. In addition, we continually research key market trends and work alongside our R&D center to identify opportunities to innovate superior metal can packaging solutions for our customers.

The Company was formed to acquire the Ardagh Metal Packaging Business which, following the Separation, will trade as the Oressa Metal Packaging Business. The Company has no assets or liabilities, other than those associated with its formation, and will conduct no operations until the completion of this offering. The following table provides information relating to the operating subsidiaries constituting the metal packaging division of Ardagh as of December 31, 2014, which will

become subsidiaries of the Company upon completion of this offering (except as noted in note 1 below) and will change their names appropriately:

Company		Country of incorporation

Ardagh Metal Packaging Canada Ltd		Canada
Ardagh Metal Packaging Czech Republic sro		Czech Republic
Ardagh Metal Packaging Hjørring A/S		Denmark
Ardagh Aluminium Packaging France SAS		France
Ardagh MP West France SAS		France
Ardagh Metal Packaging France SAS		France
Ardagh Metal Packaging Germany GmbH		Germany
Ardagh Germany MP GmbH		Germany
Ardagh Aluminium Packaging Hungary Kft		Hungary
Ardagh Metal Packaging Hungary Kft		Hungary
Ardagh Group Italy S.r.l.⁽¹⁾		Italy
Ardagh Metal Packaging Latvia SIA		Latvia
Ardagh Metal Packaging Morocco SAS		Morocco
Ardagh Aluminium Packaging Netherlands B.V.		Netherlands
Ardagh Metal Packaging Netherlands B.V.		Netherlands
Ardagh Metal Packaging Poland Sp. z o.o.		Poland
Ardagh Metal Packaging Buftea SA		Romania
Ardagh Metal Packaging Kuban LLC		Russia
Ardagh Metal Packaging Rus LLC		Russia
Ardagh Metal Packaging (Seychelles) Ltd		Seychelles
Ardagh Metal Packaging Korea Chusik Hoesa		South Korea
Ardagh Metal Packaging Iberica S.A.		Spain
Borisat Royal Ardagh Chamkad (Royal Ardagh Limited)⁽²⁾		Thailand
Ardagh Metal Packaging Ukraine LLC		Ukraine
Ardagh Metal Packaging UK Limited		United Kingdom
Ardagh Metal Packaging USA Inc.		United States

With our lineage tracing back to 1880, our Company was largely formed by the merger of Pechiney S.A.'s European metal packaging operations and Schmalbach-Lubeca A.G. in 1997. We have grown our business through a series of acquisitions over the past 15 years, and have successfully integrated these acquired businesses to achieve our current scale and market positions. Our strategy has been to acquire metal can packaging businesses, with a particular focus on growth sectors and/or new geographies. Such acquisitions have allowed us to grow total sales and position ourselves for additional sales growth and in many cases to achieve significant cost and technical synergies. In recent years, we have played a major role in the consolidation of the global metal can packaging industry.

Since 2000, we have made a number of acquisitions, divestments, alliances, joint ventures and invested in greenfield projects to strengthen our position in selected segments, including the following select transactions:

In 2000, we acquired Ferembal S.A. in France, and acquired the in-house can-making assets of the H.J. Heinz group in North America.

As of December 31, 2014, we had approximately 7,300 personnel worldwide. In addition, during the summer seasonal peak, we employ a number of temporary staff. Approximately 1,300 employees are located in the Netherlands, 1,250 are located in France, 1,200 are located in Germany, 750 are located in Italy and 570 are located in the United States, with the rest of the employees located across our other global locations.

We strive to maintain a safe working environment for all of our employees, with safety in the workplace a key objective for all of our employees, measured through individual accident reports, detailed follow up programs and key performance indicator reporting.

The majority of our employees are members of labor unions. We generally negotiate national contracts with our unions, with variations agreed at the local plant level. Most such labor contracts have duration of one to two years. We believe our relationship with our labor unions is good.

We have experienced work stoppages, but none of these have been long-term or had a material adverse effect on our financial condition or results of operations.

We established a European Works Council ("EWC") in compliance with EU directives. The EWC acts as a communications conduit and consultative body between us, our EU subsidiaries and our employees.

Our activities are regulated under a wide range of international, national, provincial, regional and local laws, ordinances and regulations and other legal requirements concerning the environment, health and safety and product safety in each jurisdiction in which we operate.

The principal environmental issues facing us include the impact on air quality through emissions from our plants; the environmental impact of the disposal of water used in our production processes; and the potential contamination and subsequent remediation of land, surface water and groundwater arising from our current and former operations and facilities.

The European Union's regulation concerning REACH places onerous obligations on the manufacturers and importers of substances, preparations and articles containing chemicals and may affect our ability, as a downstream user of certain chemicals, to continue to source those chemicals used in the manufacture of metal can packaging or may affect the price of such substances.

Governmental authorities have the power to enforce compliance with their laws and regulations, and with the conditions of permits, and violations which may result in criminal, civil and administrative liabilities and sanctions (including criminal fines and penalties and also liability for directors, managers, secretaries or other similar officers). We believe that we are in substantial compliance with our permits and with all material environmental laws and regulations.

We are an enthusiastic supporter of recycling programs. Packaging used for food products must be safe for consumption and is subject to limitations on the extent to which packaging material components may migrate into packaged foods, which may become more stringent in the future. We design our food packaging products to satisfy U.S., EU, other national regulations and individual Member State requirements.

Certain food safety concerns have come to the forefront for consumers, governmental bodies, and companies as a result of real or perceived health considerations related to BPA. Recently, the French government banned the use of BPA in coatings used in all cans manufactured in, or imported to, France. Although studies have periodically re-iterated that levels of BPA commonly found in metal cans do not pose a threat to human health, there is an increasing trend among governments and health regulators to assess whether or not to regulate BPA exposure. Our R&D center at Crosmières has, in conjunction with our suppliers, developed and introduced alternate coatings which qualify for BPA NIA designation. We believe demand for these products will increase, as food producers seek to address their customers' concerns. We believe that we are well-placed to take advantage of this shift, and our ability to offer such products was a key factor in securing our long-term contract with a major U.S. customer in 2013.

Based on the currently known conditions, we do not believe that any pending or likely remediation and compliance costs will have a material adverse effect on our business, financial condition and results of operations.

A national competition authority in Europe has initiated an antitrust investigation involving metal can packaging manufacturers including Ardagh. Given the early stage of the investigation, it cannot reasonably be assessed what actions or costs, if any, the process will ultimately result in.

We are a party to various other legal proceedings involving routine claims which are incidental to our business. Although our legal and financial liability with respect to such proceedings cannot be estimated with certainty, we believe that any ultimate liability would not be material to our financial position, results of operations or cash flows.

Set forth below is information concerning our current officers and directors as of the date of this prospectus. Niall Wall is the brother of David Wall and both are brothers of the wife of Paul Coulson. There are no other family relationships among the executive officers or between any executive officer or director. Our executive officers are appointed by the board of directors to serve in their roles. Each executive officer is appointed for such term as may be prescribed by the board of directors or until a successor has been chosen and qualified or until such officer's death, resignation or removal. Unless otherwise indicated, the business address of all of our executive officers and directors is 10 Portman Square, London, W1H 6AZ, United Kingdom.

Paul Coulson became Chairman of Ardagh in 1998 and has led the transformation of Ardagh from a small, single plant operation into a leading global packaging company. Over the past 35 years Mr. Coulson has been involved in the creation of a number of businesses, including Yeoman International, which he set up and developed into a significant leasing and structured finance business, Fanad Fisheries, a leading Irish salmon farming company and Sterile Technologies, a medical waste management company. Mr. Coulson graduated from Trinity College Dublin, Ireland with a business degree in 1973 and qualified as a Chartered Accountant with Price Waterhouse in 1976.

David Wall was appointed Chief Executive Officer of the Ardagh Metal Packaging division in 2011. Mr. Wall joined Ardagh in 2008 as CEO of the Glass Engineering division and also held the role of Head of Integration at Ardagh. Prior to joining Ardagh, Mr. Wall was CEO of Allfinanz, an international software and services company which was sold to Munich Re in 2007. Mr. Wall qualified as a Chartered Accountant with Price Waterhouse and also holds an MBS from UCD Smurfit Business School, Dublin, Ireland and a BA in Economics from University College Dublin, Ireland. Mr. Wall is a board member of EMPAC, the European Metal Packaging Association.

Stefan Siebert was appointed Chief Financial Officer of the Ardagh Metal Packaging division in 2015, having served as Chief Financial Officer of its Europe division since 2011. Prior to that, Mr. Siebert held a variety of financial roles in the Ardagh group, including Division Controller for the Specialties business between 2001 and 2011. Mr. Siebert joined Schmalbach-Lubeca, a predecessor of the Ardagh Metal Packaging division, in 1984. Mr. Siebert has a diploma in Business Administration from the University of Applied Sciences in Rendsburg, Germany.

Niall Wall was appointed Chief Executive Officer of Ardagh in 2007. Prior to joining Ardagh, Mr. Wall was CEO of a number of diverse businesses, including, most recently, Sterile Technologies,

which was sold to Stericycle, Inc. in 2006. Prior to its sale, Sterile Technologies had been developed into the leading medical waste management company in the United Kingdom and Ireland. Mr. Wall is the current Vice-President of FEVE, the European Container Glass Federation.

David Matthews was appointed Chief Financial Officer of Ardagh in 2014. Prior to joining Ardagh, Mr. Matthews held various senior finance positions at DS Smith plc and at Bunzl plc. Mr. Matthews qualified as a Chartered Accountant in 1989 with Price Waterhouse in London and holds an Engineering degree from the University of Southampton, United Kingdom.

We intend to apply to list the Class A common shares offered in this offering on the NYSE. Ardagh will control more than 50% of the voting power of our common shares following the completion of this offering, so under the NYSE's current listing standards, we would qualify for and intend to avail ourselves of the controlled company exception under the corporate governance rules of the NYSE. Accordingly, as a controlled company, we would not be required to have (1) a majority of "independent directors" on our board of directors, (2) a compensation committee and a nominating and governance committee composed entirely of "independent directors" as defined under the rules of the NYSE or (3) an annual performance evaluation of the compensation and nominating and governance committees. The controlled company exception does not modify the independence requirements for the audit committee, which require that our audit committee be composed of at least three members, a majority of whom will be independent within 90 days from the date of this prospectus and each of whom will be independent within one year from the date of this prospectus. Upon the completion of this offering, our board of directors will establish an audit committee that consists of at least three directors who are not otherwise affiliated with either us or Ardagh.

At incorporation, our board of directors consisted of four members. Upon completion of this offering, we expect that our board of directors will consist of nine members. Following this offering, our bye-laws will provide that our board of directors consists of no less than seven or more than twelve persons. The exact number of members on our board of directors will be determined from time to time by resolution of our board of directors.

Immediately following the completion of this offering, we expect that at least three members of our board of directors will be "independent" under the rules of the NYSE.

We expect our board members collectively will have the experience, qualifications, attributes and skills to effectively oversee the management of the Company, including a high degree of personal and professional integrity, an ability to exercise sound business judgment on a broad range of issues, sufficient experience and background to have an appreciation of the issues facing the Company, a willingness to devote the necessary time to board duties, a commitment to representing the best interests of the Company and a dedication to enhancing shareholder value.

Upon the completion of this offering, our board of directors will have four standing committees: an executive committee, an audit committee, a compensation committee and a nominating and

governance committee. The members of each committee will be appointed by the board of directors and serve until their successors are elected and qualified, unless they are earlier removed or resign. Each of the committees will report to the board of directors as it deems appropriate and as the board may request. The composition, duties and responsibilities of these committees are set forth below. In the future, our board may establish other committees, as it deems appropriate, to assist it with its responsibilities.

Upon the completion of this offering, the board of directors will establish an executive committee that will oversee the management of the business and affairs of the Company. Paul Coulson and will serve on the executive committee upon the completion of this offering, with Paul Coulson serving as the chair of the executive committee.

Upon the completion of this offering, our board of directors will establish an audit committee that consists of at least three directors who are not otherwise affiliated with either us or Ardagh. In compliance with NYSE rules, we expect our audit committee will include at least three members, all of whom will be independent. We expect that our board of directors will determine that each of these members will be "financially literate" under the rules of the NYSE.

Our audit committee will, among other matters, oversee (1) our financial reporting, auditing and internal control activities; (2) the integrity and audits of our financial statements; (3) our compliance with legal and regulatory requirements; (4) the qualifications and independence of our independent auditors; (5) the performance of our internal audit function and independent auditors; and (6) our overall risk exposure and management. Duties of the audit committee will also include the following:

, and will serve on the audit committee upon the completion of this offering, with serving as the chair of the audit committee. The audit committee will have the power to investigate any matter brought to its attention within the scope of its duties and to retain counsel for this purpose where appropriate. The board of directors has determined that qualifies as an "audit committee financial expert," as such term is defined in the rules of the SEC. The designation does not impose on any duties, obligations or liabilities that are greater than those generally imposed on members of our audit committee and our board of directors. Our board of directors will adopt a written charter for the audit committee, which will be available on our corporate website at upon the completion of this offering. The information on our website is not part of, and is not incorporated into, this prospectus or the registration statement of which it forms a part.

Upon the completion of this offering, our compensation committee will consist of , and . will serve as the chair of the compensation committee. Because we will be a controlled company under the rules of the NYSE, our compensation committee is not required to be independent, although if such rules change in the future or we no longer meet the definition of a controlled company under the current rules, we will adjust the composition of the compensation committee accordingly in order to comply with such rules.

The compensation committee will have the sole authority to retain, and terminate, any compensation consultant to assist in the evaluation of employee compensation and to approve the consultant's fees and the other terms and conditions of the consultant's retention. The compensation committee will, among other matters:

Upon the completion of this offering, our nominating and governance committee will consist of , , and will serve as the chair of the nominating and governance committee. Because we will be a controlled company under the rules of the NYSE, our nominating and governance committee is not required to be independent, although if such rules change in the future or we no longer meet the definition of a controlled company under the current rules, we will adjust the composition of our nominating and governance committee accordingly in order to comply with such rules. The nominating and governance committee will, among other matters:

In connection with this offering, our board of directors will adopt a code of conduct that establishes the standards of ethical conduct applicable to all of our directors, officers, employees, consultants and contractors. The code will address, among other things, competition and fair dealing, conflicts of interest, financial matters and external reporting, compliance with applicable governmental laws, rules and regulations, company funds and assets, confidentiality and corporate opportunity requirements and the process for reporting violations of the code, employee misconduct, conflicts of interest or other violations. Any waiver of the code with respect to our chief executive officer, chief financial officer, chief operating officer, controller or persons performing similar functions may only be authorized by our nominating and governance committee and will be promptly disclosed and posted on our website. Amendments to the code must be approved by our board of directors and will be promptly disclosed and posted on our website (other than technical, administrative or non-substantive changes). The code will be publicly available on our website at and in print to any shareholder who requests a copy. The information on our website is not part of this prospectus.

Our board of directors will adopt corporate governance guidelines that serve as a flexible framework within which our board of directors and its committees operate. These guidelines will cover a number of areas including the size and composition of the board, board membership criteria and director qualifications, director responsibilities, board agenda, roles of the chairman of the board and chief executive officer, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. Our nominating and governance committee will review our corporate governance guidelines periodically and, if necessary, recommend changes to our board of directors. Additionally, our board of directors will adopt independence standards as part of our corporate governance guidelines. A copy of our corporate governance guidelines will be posted on our website at . The information on our website is not part of this prospectus.

For information concerning the indemnification applicable to our directors and officers, see "Description of Share Capital—Indemnification of Directors and Officers."

Our directors were appointed in 2015. As a result, they received no compensation for service as a director for the year ended December 31, 2014. Prior to or concurrently with the completion of this offering, our board of directors will establish a compensation program for our non-employee directors.

We will also reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including, without limitation, travel expenses in connection with their attendance in-person at board of directors and committee meetings. Directors who are employees will not receive any compensation for their services as directors.

The aggregate annual compensation to our executive officers and directors for service to the Ardagh Metal Packaging Business for the year ended December 31, 2014 was € . This amount included payment or accrual for performance-based and corporate transaction-related bonus programs. The aggregate amount set aside or accrued by the Ardagh Metal Packaging Business for the year ended December 31, 2014 to provide pension, retirement or similar benefits to our directors and executive officers was € .

The following table sets forth information with respect to the beneficial ownership of our shares immediately following the Separation, and as adjusted to reflect the sale of our shares offered under this prospectus:

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting and/or investment power. Shares subject to options and warrants currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage ownership of the person holding the options but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise indicated, we believe the beneficial owners of the shares listed below, based on information furnished by them, have sole voting and investment power with respect to the number of shares listed opposite their names.

As our controlling shareholder after this offering, Ardagh, through its indirect ownership of Class B common shares will continue to exercise control over the composition of our board of directors and any other action requiring the approval of our shareholders. See "Risk Factors—Risks Related to Our Class A Common Shares and this Offering—The dual class structure of our common shares has the effect of concentrating voting control with a subsidiary of Ardagh and limiting our other shareholders' ability to influence corporate matters."

In connection with this offering and the Separation, we and Ardagh intend to enter into certain agreements that will effect the Separation and provide a framework for our relationship with Ardagh (and its other subsidiaries) after the completion of this offering. The following is a summary of the terms of the material agreements that we intend to enter into with Ardagh (or its other subsidiaries) prior to or concurrently with the completion of this offering.

These agreements will be filed as exhibits to the registration statement of which this prospectus is a part, and the summaries of these agreements set forth the material terms of the agreements.

We intend to enter into an asset sale and separation agreement with Ardagh prior to or concurrently with the completion of this offering. We expect this agreement will govern the sale of the Ardagh Metal Packaging Business as well as the relationship between Ardagh (and its other subsidiaries) and us following this offering.

Historically, Ardagh has provided us with executive senior management, financial reporting, financial planning and analysis, accounting, information technology, tax, risk management, treasury, legal, human resources, land management and strategy and development, which we refer to collectively as the "Ardagh services." Prior to or concurrently with the completion of this offering, we expect to enter into a transition services agreement that will provide for the Ardagh services to continue for an initial term of months, unless earlier terminated or extended according to the terms of the transition services agreement.

We will pay Ardagh mutually agreed fees for the Ardagh services, which will be based on Ardagh's cost of providing the Ardagh services.

We intend to enter into a tax matters agreement with Ardagh prior to or concurrently with the completion of this offering. The tax matters agreement will govern Ardagh's and our respective rights, responsibilities and obligations after this offering with respect to taxes for certain pre offering tax periods.

We will enter into a shareholders' agreement (the "Shareholders' Agreement") with Ardagh prior to or concurrently with the completion of this offering. The Shareholders' Agreement will provide certain rights to Ardagh and its affiliates for so long as Class B common shares are issued and outstanding, including (i) the right to receive information consistent with Ardagh's internal

management reporting requirements; and (ii) certain non-compete and allocation of business opportunity provisions described below.

The Shareholders' Agreement and our bye-laws (to a lesser extent) will also include the following provisions relating to competition and business opportunities as between the Company and the Ardagh Group (defined as Ardagh and its subsidiaries other than the Company and its subsidiaries):

For a period ending on the later of (i) the date that is five years after the date of this offering or (ii) the date Class B common shares are no longer issued and outstanding (the "non-compete period"), no member of the Ardagh Group may, directly or indirectly, anywhere in the world engage in the business of developing, manufacturing, marketing or selling metal cans used for food or specialty products (the "Food and Specialty Metal Packaging Business"); provided that any such member of the Ardagh Group may (i) own securities representing not more than a 5% voting interest in any person engaged in the Food and Specialty Metal Packaging Business, and (ii) acquire any person, or an interest in any person, engaged in the Food and Specialty Metal Packaging Business so long as the revenues generated by such person from the Food and Specialty Metal Packaging Business in its most recent fiscal year preceding the acquisition do not exceed 15% of such person's total revenues in such year.

During the non-compete period, none of the Company or any of its subsidiaries may, directly or indirectly, anywhere in the world engage in the business of developing, manufacturing, marketing or selling glass packaging products (the "Glass Packaging Business"); provided that the Company or any of its subsidiaries may (i) own securities representing not more than a 5% voting interest in any person engaged in the Glass Packaging Business, and (ii) acquire any person, or an interest in any person, engaged in the Glass Packaging Business so long as the revenues generated by such person from the Glass Packaging Business in its most recent fiscal year preceding the acquisition do not exceed 15% of such person's total revenues in such year.

During the term of the transition services agreement, no member of the Ardagh Group will, directly or indirectly, solicit for employment any employee of the Company or any of its subsidiaries whose base annual salary in the prior calendar year exceeded $ ; provided that this will not prohibit general solicitations to the public or general advertising or similar methods of solicitation by search firms not specifically directed at such employees. The Company and its subsidiaries will agree to abide by similar provisions with respect to employees of the Ardagh Group.

No member of the Ardagh Group will have any obligation to communicate, offer or present any business opportunity to the Company, and will have no liability to the Company or its shareholders for breach of any fiduciary duty as a controlling shareholder of the Company by reason of the fact that any such member pursues or acquires such opportunity for itself, directs it to another person or does not present it to the Company, unless such opportunity (i) is offered in writing to such member of the Ardagh Group expressly in its capacity as a shareholder of the Company, in which case such opportunity would belong to the Company, or (ii) arises during the non-compete period and relates to the Food and Specialty Metal Packaging Business, in which case, such member of the Ardagh Group will use commercially reasonable efforts to direct such opportunity to the Company and will not, during the non-compete period, pursue such opportunity itself or direct it to another person.

No officer or director of the Company who is also an officer or director of a member of the Ardagh Group will have an obligation to communicate, offer or present any business opportunity to the Company, and such person will have fully satisfied such person's fiduciary duty to the Company and shall have no liability to the Company by reason of the fact that such person pursues any such opportunity for her or its own benefit, directs it to another person (including any member of the Ardagh Group) or does not present it to the Company; provided that (i) if such opportunity relates to the Food and Specialty Metal Packaging Business, such opportunity will during the non-compete period described above belong to the Company, (ii) if such person is an officer of the Company and a director

(but not an officer) of a member of the Ardagh Group, such opportunity will belong to the Company, unless it is offered to such person in writing expressly in such person's capacity as a director of such member of the Ardagh Group (in which case it would belong to such member of the Ardagh Group) or (iii) such opportunity is offered to such person in writing expressly in such person's capacity as an officer or director of the Company, in which case, such opportunity will belong to the Company.

We will also enter into a registration rights agreement (the "Registration Rights Agreement") with Ardagh prior to or concurrently with the completion of this offering. The Registration Rights Agreement will provide, so long as Class B common shares are issued and outstanding, customary "demand" and "piggyback" registration rights for our securities owned by Ardagh and its affiliates. The Registration Rights Agreement will also provide that we and Ardagh will indemnify each other against certain liabilities related to such registrations.

Prior to the consummation of this offering, our board of directors will adopt a written policy, which we refer to as the related person transaction approval policy, for the review of any transaction, arrangement or relationship in which we are a participant, if the amount involved exceeds and one of our executive officers, directors, director nominees or beneficial holders of more than 5% of our total equity (or their immediate family members), each of whom we refer to as a related person, has a direct or indirect material interest. This policy will not be in effect when we enter into the transactions described above.

Each of the agreements between us and Ardagh that will be entered into prior to or concurrently with the completion of this offering, and any transactions contemplated thereby, will be deemed to be approved and not subject to the terms of such policy.

A copy of our related person transaction approval policy will be available on our website upon the completion of this offering.

Concurrently with this offering, we are offering Units for a total price to the public of $ million (or Units for a total price to the public of $ million, if the underwriters exercise their overallotment option to purchase up to an additional Units in full). Each Unit has a stated amount of $100. Each Unit is composed of a purchase contract issued by us (a "purchase contract") and one of our mandatory redeemable preference shares, Series A (a "mandatory redeemable preference share") having a final preference share installment payment date of , 2018 and an initial liquidation preference of $ per mandatory redeemable preference share.

Unless settled earlier, each purchase contract will automatically settle on , 2018, which we refer to as the "mandatory settlement date," and we will deliver a number of our Class A common shares based on the applicable market value of our Class A common shares. The applicable market value is the average of the daily volume-weighted average prices of our Class A common shares for the 20 consecutive trading days beginning on, and including, the 23rd scheduled trading day immediately preceding , 2018. On the mandatory settlement date, each purchase contract will settle, unless earlier settled, as follows (subject to adjustment):

The maximum settlement rate, the minimum settlement rate and the prices indicated above are subject to certain anti-dilution and reorganization adjustments in the event of certain corporate events.

At any time prior to 5:00 p.m., New York City time, on the third scheduled trading day immediately preceding , 2018, holders of the purchase contracts may settle any or all of their purchase contracts early, and we will deliver a number of our Class A common shares per purchase contract equal to the minimum settlement rate. In addition, if a fundamental change occurs and holders elect to settle their purchase contracts early in connection with such fundamental change, they will receive a number of our Class A common shares based on a fundamental change early settlement rate. We may elect to settle all, but not less than all, outstanding purchase contracts at any time at the maximum settlement rate, upon a date fixed by us upon five business days' notice.

We will make equal quarterly preference share installment payments on the mandatory redeemable preference shares to the extent that we are legally permitted to make such payments and, with respect to the dividend portion of such payment, such dividend is declared by our board of directors. In the aggregate, the preference share installment payments will be equivalent to a % cash payment per year with respect to each $100 stated amount of Units. Such preference share installment payments will be payable in cash, our Class A common shares or a combination thereof, at our election. Each preference share installment payment will constitute a dividend payment as well as a payment of consideration for the partial reduction in liquidation preference of the mandatory redeemable preference shares. Under the terms of the mandatory redeemable preference shares, we will partially reduce the liquidation preference of the mandatory redeemable preference shares on every quarterly preference share installment payment date until no liquidation preference remains. All mandatory redeemable preference shares will be fully redeemed on the last preference share installment payment date. Each preference share installment payment will be payable on the relevant preference share installment payment date only to the extent that we are legally permitted to make such payment and,

with respect to the portion of any preference share installment payment that constitutes a dividend, only if our board of directors (or an authorized committee thereof) declares a dividend with respect to such date, except that we will be required to pay, to the extent that we are legally permitted to do so, all accumulated dividends (whether or not declared) on the portion of the liquidation preference that is subject to partial redemption on such preference share installment payment date. If we elect to settle all the purchase contracts early, holders of the mandatory redeemable preference shares will have the right to require us to redeem their mandatory redeemable preference shares.

We will covenant in the purchase contract agreement that we will not merge or amalgamate with or into or consolidate with any other entity or sell, assign, transfer, lease or convey all or substantially all of our properties and assets to any person or entity, unless (i) the resulting, surviving or transferee entity (if not us) is treated as a corporation for U.S. federal income tax purposes and is organized and existing under the laws of and such entity (if not us) expressly assumes in writing all of our obligations under the purchase contracts and the purchase contract agreement and (ii) immediately after the amalgamation, merger, consolidation, sale, assignment, transfer, lease or conveyance, no default has occurred and is continuing under the purchase contracts or the purchase contract agreement.

So long as any mandatory redeemable preference share remains issued and outstanding, no dividend or distribution may be declared or paid on our common shares or any other shares that rank junior to the mandatory redeemable preference shares, and no common shares or other shares that rank junior to or on parity with the mandatory redeemable preference shares may be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by us or any of our subsidiaries unless all accumulated and unpaid dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum of cash or number of our Class A common shares have been set apart for the payment of such dividends upon, all issued and outstanding mandatory redeemable preference shares, subject to limited exceptions.

The holders of the mandatory redeemable preference shares do not have voting rights other than those described below or as specifically required by Bermuda law.

Whenever dividends on any mandatory redeemable preference shares (i) have not been declared and paid or (ii) have been declared but a sum of cash and/or a number of our Class A common shares, as the case may be, sufficient for payment thereof has not been set aside for the benefit of the holders, in the case of either clause (i) or (ii) for the equivalent of six or more dividend periods, whether or not consecutive (a "nonpayment"), the holders of such mandatory redeemable preference shares, voting together as a single class with holders of any and all other series of preference shares of equal rank having similar voting rights then issued and outstanding, will be entitled at our next special or annual general meeting of shareholders to vote for the election of a total of two additional members of our board of directors (the "preference shares directors"); provided that the election of any such directors will not cause us to violate the corporate governance requirements of the NYSE (or any other exchange or automated quotation system on which our securities may be listed or quoted); and provided further that our board of directors shall, at no time, include more than two preference shares directors. In that event, we will increase the number of directors on our board of directors by two, and the new directors will be elected at a special general meeting of shareholders called at the request of the holders of at least 20% of the mandatory redeemable preference shares or of any other series of preference shares of equal rank having similar voting rights (provided that such request is received at least 90 calendar days before the date fixed for the next annual or special general meeting of the shareholders, failing which election shall be held at such next annual or special general meeting of shareholders), and at each subsequent annual meeting, so long as the holders of the mandatory redeemable preference shares continue to have such voting rights.

So long as any mandatory redeemable preference shares remain issued and outstanding, we may not, without the affirmative vote or consent of the holders of at least two thirds in voting power of the issued and outstanding mandatory redeemable preference shares and all other series of preference shares of equal rank having similar voting rights entitled to vote thereon, voting together as a single class, given in person or by proxy, either in writing or at a meeting:

Each Unit may be separated into its constituent purchase contract and its constituent mandatory redeemable preference share after the initial issuance date of the Units, and the separate components may be combined to recreate a Unit, subject to certain limitations.

The closing of our offering of the Units is conditioned upon the closing of the offering of our Class A common shares, but the closing of the offering of our Class A common shares is not conditioned upon the closing of the offering of the Units.

We intend to apply to have the Units listed on the NYSE under the symbol "OREU", subject to satisfaction of its minimum listing standards with respect to the Units. We do not intend to apply to list the separate purchase contracts or the separate mandatory redeemable preference shares on any securities exchange or automated inter-dealer quotation system, but we may apply to list such separate purchase contracts and separate mandatory redeemable preference shares in the future.

The following description of our share capital summarizes certain provisions of our memorandum of association and our bye-laws that will become effective as of the closing of this offering. Such summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of our memorandum of association and bye-laws, copies of which have been filed as exhibits to the registration statement of which this prospectus forms a part. Prospective investors are urged to read the exhibits for a complete understanding of our memorandum of association and bye-laws. See also "Comparison of Bermuda Corporate Law and Delaware Corporate Law."

We are an exempted company incorporated under the laws of Bermuda. We are registered with the Registrar of Companies in Bermuda under registration number 50360. We were incorporated on June 16, 2015 under the name Oressa Limited. Our registered office is located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. Our agent for service of process in the United States in connection with this offering is Ardagh Metal Packaging USA Inc., located at Carnegie Office Park, 600 North Bell Avenue, Building 1, Suite 200, Carnegie, PA 15106.

The objects of our business are unrestricted, and the Company has the capacity of a natural person. We can therefore undertake activities without restriction on our capacity.

On , 2015, our shareholders approved certain amendments to our bye-laws which will become effective upon closing of this offering. The following description assumes that such amendments have become effective.

Since our incorporation, other than an increase in our authorized share capital to $ and the division of our share capital into Class A common shares, Class B common shares and preference shares there have been no material changes to our share capital. We were formed to be a holding company for the Ardagh Metal Packaging Business, which will be transferred to us upon the completion of this offering, and we have conducted no business activities since our formation. There have been no bankruptcy, receivership or similar proceedings with respect to us.

Immediately following the completion of this offering, our authorized share capital will consist of common shares with a par value of $0.01 per share, which our board of directors is authorized to designate from time to time prior to issue as Class A common shares or Class B common shares (together, the "common shares") and preference shares, par value $0.01 per share that our board of directors is authorized to designate from time to time as one or more series of preference shares. Upon completion of this offering, there will be Class A common shares and Class B common shares issued and outstanding, assuming no exercise of the underwriters' overallotment option in respect of this offering, Units (the purchase contract components of which entitle the holder thereof to receive a minimum of Class A common shares and a maximum of Class A common shares upon settlement subject to adjustment), and mandatory redeemable preference shares issued and outstanding, assuming the Units Offering closes concurrently with this offering and no exercise of the underwriters' overallotment option in respect of the Units Offering. All of our issued and outstanding common shares prior to completion of this offering are and will be fully paid, and all of the Class A common shares to be issued in this offering will be issued fully paid.

Pursuant to our bye-laws, our board of directors is authorized to issue any of our authorized but unissued shares. Any issues of shares are subject to the requirements of any stock exchange on which

our shares are listed. There are no limitations on the right of non-Bermudians or non-residents of Bermuda to hold or vote our shares.

Pursuant to our bye-laws, we may purchase our own shares in accordance with the Companies Act 1981 of Bermuda (as amended, the "Companies Act") on such terms and in such manner as may be authorized by our board of directors, subject to the rules of any stock exchange on which our shares are listed.

Pursuant to Bermuda law and our bye-laws, our board of directors by resolution may establish one or more series of preference shares having such number of shares, designations, dividend rates, relative voting rights, conversion or exchange rights, redemption rights, liquidation rights and other relative participation, optional or other special rights, qualifications, limitations or restrictions as may be fixed by our board of directors without any further shareholder approval. Such rights, preferences, powers and limitations as may be established could have the effect of discouraging an attempt to obtain control of us and may adversely affect the market price of the Class A common shares and the voting and other rights of the holders of our common shares. Upon the closing of this offering, mandatory redeemable preference shares will be issued and outstanding, assuming the Units Offering closes concurrently with this offering and no exercise of the underwriters' overallotment option in respect of the Units Offering.

For a summary of the terms of the mandatory redeemable preference shares that that make up a part of the Units offered in the concurrent Units Offering, see "Concurrent Offering of Tangible Equity Units."

Holders of common shares have no pre-emptive, redemption or sinking fund rights. Unless a different majority is required by law or by our bye-laws, resolutions to be approved by the holders of common shares require approval by a simple majority of votes cast at a meeting at which a quorum is present. All issued common shares are vested with equal shareholder rights in all respects except for voting and conversion rights.

In the event of our liquidation, dissolution or winding up, the holders of common shares are entitled to share equally and ratably in our assets, if any, remaining after the payment of all of our debts and liabilities, subject to any liquidation preference on any issued and outstanding preference shares.

Holders of our Class B common shares are entitled to ten votes per share and holders of our Class A common shares are entitled to one vote per share on all matters submitted to a vote of holders of common shares. The holders of our Class A common shares and Class B common shares will generally vote together as a single class, unless otherwise required by law or our bye-laws. Our bye-laws do not provide for cumulative voting in the election of directors.

Upon the completion of this offering, Ardagh will control approximately % of the combined voting power of our common shares, assuming no exercise of the underwriters' overallotment option, as a result of its ownership of our Class B common shares. Accordingly, Ardagh can control the outcome of any action requiring the general approval of our shareholders. Ardagh and its affiliates will continue

to have such control as long as they own Class B common shares representing at least 15% of our issued and outstanding common shares. This concentration of ownership and voting power may also delay, defer or even prevent an acquisition by a third party or other change of control of us and may make some transactions more difficult or impossible without the support of the holders of our Class B common shares, even if such events are in the best interests of other shareholders.

Our bye-laws provide that each Class B common share is convertible at any time, at the option of the holder, into one Class A common share. Our bye-laws further provide that each Class B common share will automatically convert into one Class A common share: (i) immediately prior to any sale, transfer or purported transfer of such share to any person other than Ardagh or specified affiliates of Ardagh; or (ii) at such time as Ardagh and/or specified affiliates of Ardagh cease to beneficially own Class B common shares constituting at least 15% of our issued and outstanding common shares. The Class A common shares are not subject to any conversion right.

Under our bye-laws, security may be granted over Class B common shares from time to time without causing an automatic conversion to Class A common shares, provided that any shares over which security is granted shall automatically convert into Class A common shares at the time of any transfer on enforcement.

The rights attaching to any class, unless otherwise provided for by the terms of issue of the relevant class, may be varied either: (i) with the consent in writing of the holders of 75% of the issued shares of that class; or (ii) with the sanction of a resolution passed by a majority of the votes cast at a general meeting of the relevant class of shareholders at which a quorum consisting of at least two persons holding or representing a majority of the issued shares of the relevant class is present. Our bye-laws specify that the creation or issue of shares ranking equally with existing shares will not, unless expressly provided by the terms of issue of existing shares, be deemed to vary the rights attached to existing shares. In addition, the creation or issue of preference shares ranking prior to common shares will not be deemed to vary the rights attached to common shares or, subject to the terms of any other class or series of preference shares, to vary the rights attached to any other class or series of preference shares. However, any variation of the rights of Class B common shares to the disadvantage of the Class A common shares may require a class vote of the Class A common shares and vice versa.

Under Bermuda law, a company may not declare or pay dividends if there are reasonable grounds for believing that: (i) the company is, or would after the payment be, unable to pay its liabilities as they become due; or (ii) that the realizable value of its assets would thereby be less than its liabilities. Under our bye-laws, the entitlement of each holder of common shares to dividends if, as and when dividends are declared by our board of directors, is subject to any preferred dividend right of the holders of any preference shares. In addition, under our bye-laws dividends may not be declared or paid in respect of Class B common shares unless they are declared or paid in the same amount in respect of the Class A common shares, and vice versa. With respect to share dividends (also known as bonus issues), holders of Class B common shares must receive Class B common shares while holders of Class A common shares must receive Class A common shares.

Subject to the provisions regarding the transfer of Class B common shares set out in our bye-laws, a holder of common shares may transfer the title to all or any of such holder's common shares by

completing a form of transfer in the form set out in our bye-laws (or as near thereto as circumstances admit) or in such other common form as our board of directors may accept. The instrument of transfer must be signed by the transferor and transferee, although in the case of a fully paid share our board of directors may accept the instrument signed only by the transferor. Our board of directors may refuse to recognize an instrument of transfer of a share unless it is accompanied by the relevant share certificate and such other evidence of the transferor's right to make the transfer as our board of directors shall reasonably require.

Shares that are listed or admitted to trading on any appointed stock exchange (which includes the NYSE) may be transferred in accordance with the rules and regulations of such exchange.

The Company will convene at least one general meeting of shareholders each calendar year (the "annual general meeting").

Bermuda law provides that a special general meeting of shareholders may be called by the board of directors of a company and must be called upon the request of shareholders holding not less than 10% of the paid-up capital of the company carrying the right to vote at general meetings. Bermuda law also requires that shareholders be given at least five days' advance notice of a general meeting, but the accidental omission to give notice to any person does not invalidate the proceedings at a meeting. Our bye-laws provide that the chairman or our board of directors may convene an annual general meeting or a special general meeting. Under our bye-laws, at least 21 days' notice of an annual general meeting and at least 14 days' notice of a special general meeting must be given to each shareholder entitled to vote at such meeting. This notice requirement is subject to the ability to hold such meetings on shorter notice if such notice is agreed: (i) in the case of an annual general meeting by all of the shareholders entitled to attend and vote at such meeting; or (ii) in the case of a special general meeting by a majority in number of the shareholders entitled to attend and vote at the meeting holding not less than 95% in par value of the shares entitled to vote at such meeting. The quorum required for a general meeting of shareholders is two or more persons present in person at the start of the meeting and representing in person or by proxy in excess of 50% of the total voting rights of all issued and outstanding shares.

Our bye-laws provide that for so long as Class B common shares are issued and outstanding, shareholders may generally take action by majority written consent. However, after such time as Class B common shares are no longer issued and outstanding, our shareholders will not be able to take action by majority written consent, and will only be able to take action by unanimous written consent or at general meetings.

Members of the general public have a right to inspect the public documents of a company available at the office of the Registrar of Companies in Bermuda. These documents include a company's memorandum of association, including its objects and powers, and certain alterations to its memorandum of association. The shareholders of a company have the additional right to inspect its bye-laws, minutes of general meetings and its audited financial statements, which must be presented to the annual general meeting. The register of members of a company is also open to inspection by shareholders and by members of the general public without charge. The register of members is required to be open for inspection for not less than two hours in any business day (subject to the ability of a company to close the register of members for not more than thirty days in a year). A company is required to maintain its share register in Bermuda but may, subject to the provisions of the Companies Act, establish a branch register outside of Bermuda. A company is required to keep at its registered office a register of directors and officers that is open for inspection for not less than two hours in any business day by members of the public without charge. Bermuda law does not, however, provide a general right for shareholders to inspect or obtain copies of any other corporate records.

Our bye-laws provide that our business is to be managed and conducted by our board of directors. Bermuda law permits individual and corporate directors and there is no requirement in our bye-laws or Bermuda law that directors hold any of our shares. There is also no requirement in our bye-laws or Bermuda law that directors must retire at a certain age.

Our bye-laws provide that our board of directors shall consist of such number of directors being not less than seven and not more than twelve as our directors may from time to time determine. Our board of directors will initially consist of nine directors. Our board of directors will be classified into three classes of directors that are, as nearly as possible, of equal size. Each class of directors is elected for a three-year term of office, but the terms are staggered so that the term of only one class of directors expires at each annual general meeting. Any director appointed to fill any vacancy on the board shall be put in a specific class and shall serve until the term of such class expires.

Our bye-laws provide that for so long as Class B common shares are issued and outstanding, the holders of a majority of Class B common shares have the right, by written notice to the Company, to (i) remove any inside director with or without cause; and (ii) fill any vacancy in our board of directors left unfilled at a general meeting or occurring as a result of the death, disability, disqualification, resignation or removal of any inside director or as a result of an increase in the size of our board of directors. We anticipate that there will be at least three directors on our board of directors who meet the independence requirements of the NYSE ("independent directors"). For so long as Class B common shares are issued and outstanding, (i) an independent director may be removed with or without cause by the affirmative vote of the holders of a majority of the voting power of the issued and outstanding common shares; and (ii) any vacancy created by the death, disability, disqualification, resignation or removal (if such vacancy is not filled at the general meeting at which such removal occurred) of any independent director may be filled by our board of directors. Our bye-laws provide that, at such time as Class B common shares are no longer issued and outstanding, (i) any director may be removed at a shareholders meeting with or without cause by the affirmative vote of the holders of a majority of the issued and outstanding common shares and (ii) any vacancy on the board of directors may be filled by our board of directors (if such vacancy, in the case of a removal, is not filled at the general meeting at which such removal occurred).

Notice of any shareholder meeting convened to remove a director must be given to such director and must include a statement of the intention to remove the director, and must be served on the director not less than 14 days before the meeting. The director is entitled to attend the meeting and be heard on the motion for his or her removal.

Our bye-laws provide that as long as a director discloses a direct or indirect interest in any contract or proposed contract with us as required by Bermuda law, such director is entitled to vote in respect of any such contract or proposed contract in which he or she is interested; provided that any material transaction between us and any other members of the Ardagh Group will require prior approval by resolution of our independent and disinterested directors.

The compensation of our non-employee directors is determined by our board of directors, and there is no requirement that a specified number or percentage of independent directors must approve any such determination. Our non-employee directors may also be paid all travel, hotel and other expenses properly incurred by them in connection with our business or their duties as directors.

be guilty in relation to the company. Section 98 further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to section 281 of the Companies Act.

We have adopted provisions in our bye-laws that provide that we shall indemnify our officers and directors in respect of their actions and omissions, except in respect of their fraud or dishonesty. In addition, our bye-laws provide that the shareholders waive all claims or rights of action that they might have, individually or in right of the company, against any of the company's directors or officers for any act or failure to act in the performance of such director's or officer's duties, except in respect of any fraud or dishonesty of such director or officer. Section 98A of the Companies Act permits us to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not we may otherwise indemnify such officer or director.

Bermuda law provides that the memorandum of association of a company may be amended by a resolution passed at a general meeting of shareholders or as authorized by its bye-laws in respect of certain amendments that alter a company's share capital. Our bye-laws provide that no bye-law shall be rescinded, altered or amended, and no new bye-law shall be made, unless it shall have been approved by a resolution of our board of directors and by a resolution of the shareholders. Our bye-laws also provide that at such time as Class B common shares are no longer issued and outstanding, certain bye-laws may not be rescinded, altered or amended, and no new bye-law shall be made which would have the effect of rescinding, altering or amending the provisions of such bye-laws, unless the required resolution of the shareholders is approved by the affirmative vote of shares carrying not less than 66²/3% of the total voting rights of all issued and outstanding common shares.

Under Bermuda law, the holders of an aggregate of not less than 20% in par value of a company's issued share capital or any class thereof have the right to apply to the Supreme Court of Bermuda for an annulment of any amendment of the memorandum of association adopted by shareholders at any general meeting, other than an amendment that alters or reduces a company's share capital as provided in the Companies Act. Where such an application is made, the amendment becomes effective only to the extent that it is confirmed by the Supreme Court of Bermuda. An application for an annulment of an amendment of the memorandum of association must be made within 21 days after the date on which the resolution altering the company's memorandum of association is passed and may be made on behalf of persons entitled to make the application by one or more of their number as they may appoint in writing for the purpose. No application may be made by shareholders voting in favor of the amendment.

Certain provisions of our bye-laws may have the effect of delaying, deferring or discouraging another person from acquiring control of us, including the following:

Under Bermuda law an acquiring party is generally able to compulsorily acquire the common shares of minority holders in the following ways:

The amalgamation or merger of a Bermuda company with another company or corporation (other than certain affiliated companies) requires the amalgamation or merger agreement to be approved by the company's board of directors and by its shareholders. Unless the company's bye-laws provide otherwise, the approval of 75% of the shareholders voting at such meeting is required to approve the amalgamation or merger agreement, and the quorum for such meeting must be two persons holding or representing more than one-third of the issued shares of the company. Our bye-laws provide that for so long as Class B common shares are issued and outstanding, the approval of the holders of a majority of the voting power of the issued and outstanding common shares is required to authorize us to amalgamate, merge or consolidate with any person (other than certain wholly-owned subsidiaries). At such time as Class B common shares are no longer issued and outstanding, the prior approval of the holders of at least 66²/3% of the issued and outstanding common shares is required to authorize us to amalgamate, merge or consolidate with any person (other than certain wholly-owned subsidiaries).

Under Bermuda law, in the event of an amalgamation or merger of a Bermuda company with another company or corporation, a shareholder of the Bermuda company who did not vote in favor of the amalgamation or merger and who is not satisfied that fair value has been offered for such shareholder's shares may, within one month of notice of the shareholders meeting, apply to the Supreme Court of Bermuda to appraise the fair value of those shares.

Class actions and derivative actions are generally not available to shareholders under Bermuda law. The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in the violation of the company's memorandum of association or bye-laws. Furthermore, consideration would be given by a Bermuda court to acts that are alleged to constitute a fraud against the minority shareholders or, for instance, where an act requires the approval of a greater percentage of the company's shareholders than that which actually approved it.

When the affairs of a company are being conducted in a manner that is oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may apply to the Supreme Court of Bermuda, which may make such order as it sees fit, including an order regulating the conduct of the company's affairs in the future or ordering the purchase of the shares of any shareholders by other shareholders or by the company.

Our bye-laws contain a provision by virtue of which our shareholders waive any claim or right of action that they have, both individually and on our behalf, against any director or officer in relation to any action or failure to take action by such director or officer, except in respect of any fraud or dishonesty of such director or officer.

Pursuant to our bye-laws, our board of directors may (i) capitalize any part of the amount of our share premium or other reserve accounts or any amount credited to our profit and loss account or otherwise available for distribution by applying such sum in paying up unissued shares to be allotted as fully paid bonus shares pro-rata (except in connection with the conversion of shares) to the shareholders; or (ii) capitalize any sum standing to the credit of a reserve account or sums otherwise available for dividend or distribution by paying up in full, partly paid or nil paid shares of those shareholders who would have been entitled to such sums if they were distributed by way of dividend or distribution.

Our bye-laws provide that the board of directors may forfeit any dividend or other monies payable in respect of any shares that remain unclaimed for six years from the date when such monies became due for payment. In addition, we are entitled to cease sending dividend drafts and checks by post or otherwise to a shareholder if such instruments have been returned undelivered to, or left uncashed by, such shareholder on at least two consecutive occasions or, following one such occasion, reasonable enquires have failed to establish the shareholder's new address. This entitlement ceases if the shareholder claims a dividend or cashes a dividend check or a draft.

A register of holders of the common shares will be maintained by Codan Services Limited in Bermuda, and a branch register will be maintained in the United States by , which will serve as branch registrar and transfer agent.

We have been designated by the Bermuda Monetary Authority as a non-resident for Bermuda exchange control purposes. This designation allows us to engage in transactions in currencies other than the Bermuda dollar, and there are no restrictions on our ability to transfer funds (other than funds denominated in Bermuda dollars) in and out of Bermuda or to pay dividends to United States residents who are holders of our common shares.

The Bermuda Monetary Authority has given its consent for the issue and free transferability of our shares to and between residents and non-residents of Bermuda for exchange control purposes, provided our shares remain listed on an appointed stock exchange, which includes the NYSE. Approvals or permissions given by the Bermuda Monetary Authority do not constitute a guarantee by the Bermuda Monetary Authority as to our performance or our creditworthiness. Accordingly, in giving such consent or permissions, the Bermuda Monetary Authority shall not be liable for the financial soundness, performance or default of our business or for the correctness of any opinions or statements expressed in this prospectus.

In accordance with Bermuda law, share certificates are only issued in the names of companies, partnerships or individuals. In the case of a shareholder acting in a special capacity (for example as a trustee), certificates may, at the request of the shareholder, record the capacity in which the shareholder is acting. Notwithstanding such recording of any special capacity, we are not bound to investigate or see to the execution of any such trust. We will take no notice of any trust applicable to any of our shares, whether or not we have been notified of such trust.

Under Bermuda law, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of our common shares.

Under Bermuda law, "exempted" companies are companies formed for the purpose of conducting business outside Bermuda from a principal place of business in Bermuda. As an exempted company, we may not carry on certain business in Bermuda without a license or consent granted by the Minister responsible for the Companies Act.

The following comparison between Bermuda corporate law, which applies to the Company, and Delaware corporate law, the law under which many corporations in the United States are incorporated, discusses additional matters not otherwise described in this prospectus.

Under Bermuda law, a company may elect to waive the requirement to convene at least one general meeting of shareholders each calendar year. Bermuda law provides that a special general meeting of shareholders may be called by the board of directors of a company and must be called upon the request of shareholders holding not less than 10% of the paid-up capital of the company carrying the right to vote at general meetings. Bermuda law also requires that shareholders be given at least five days' advance notice of a general meeting, but the accidental omission to give notice to any person does not invalidate the proceedings at a meeting. Our bye-laws provide that the chairman or our board of directors may convene an annual general meeting or a special general meeting. Under our bye-laws, at least 21 days' notice of an annual general meeting and at least 14 days' notice of a special general meeting must be given to each shareholder entitled to vote at such meeting. This notice requirement is subject to the ability to hold such meetings on shorter notice if such notice is agreed: (i) in the case of an annual general meeting by all of the shareholders entitled to attend and vote at such meeting; or (ii) in the case of a special general meeting by a majority in number of the shareholders entitled to attend and vote at the meeting holding not less than 95% in par value of the shares entitled to vote at such meeting. The quorum required for a general meeting of shareholders is two or more persons present in person at the start of the meeting and representing in person or by proxy in excess of 50% of the total voting rights of all issued and outstanding shares.

Shareholders generally do not have the right to call meetings of shareholders unless that right is granted in the certificate of incorporation or by-laws. However, if a corporation fails to hold its annual meeting within a period of 30 days after the date designated for the annual meeting, or if no date has been designated for a period of 13 months after its last annual meeting, the Delaware Court of Chancery may order a meeting to be held upon the application of a shareholder.

The Companies Act imposes a duty on directors and officers of a Bermuda company to: (i) act honestly and in good faith with a view to the best interests of the company; and (ii) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

In addition, the Companies Act imposes various duties on directors and officers of a company with respect to certain matters of management and administration of the company.

Our bye-laws provide that our business is to be managed and conducted by our board of directors. At common law, members of a board of directors owe a fiduciary duty to the company to act in good faith in their dealings with or on behalf of the company and exercise their powers and fulfill the duties of their office honestly. This duty includes the following elements: (i) a duty to act in good faith in the best interests of the company; (ii) a duty not to make a personal profit from opportunities that arise from the office of director; (iii) a duty to avoid conflicts of interest; and (iv) a duty to exercise powers for the purpose for which such powers were intended.

The board of directors of a Delaware corporation bears the ultimate responsibility for managing the business and affairs of a corporation. In discharging this function, directors of a Delaware corporation owe fiduciary duties of care and loyalty to the corporation and to its shareholders. Delaware courts have decided that the directors of a Delaware corporation are required to exercise an informed business judgment in the performance of their duties. An informed business judgment means that the directors have informed themselves of all material information reasonably available to them. Delaware courts have also imposed a heightened standard of conduct upon directors of a Delaware corporation who take certain actions intended to prevent a threatened change in control of the corporation. In addition, under Delaware law, when the board of directors of a Delaware corporation approves the sale or break-up of a corporation, the board of directors may, in certain circumstances, have a duty to obtain the highest value reasonably available to the shareholders.

Pursuant to our bye-laws, our board of directors is classified into three classes of directors that are, as nearly as possible, of equal size. Each class of directors is elected for a three-year term of office, but the terms are staggered so that the term of only one class of directors expires at each annual general meeting.

The Delaware General Corporation Law (the "DGCL") generally provides for a one-year term for directors, but permits directorships to be divided into up to three staggered classes with up to three-year terms, with the terms for each class expiring in different years, if permitted by the certificate of incorporation, an initial bylaw or a bylaw adopted by the shareholders.

Under Bermuda law, subject to a company's bye-laws, so long as a quorum of directors remains in office, any vacancy occurring in the board of directors may be filled by such directors as remain in office. If no quorum of directors remains, the vacancy shall be filled by a general meeting of shareholders. Bermuda law further provides that a vacancy created by the removal of a director at a special general meeting may be filled at that meeting by the election of another director in his place or in the absence of any such election by the other directors.

Our bye-laws provide that for so long as Class B common shares are issued and outstanding, the holders of a majority of Class B common shares have the right, by written notice to the Company, to fill any vacancy in our board of directors left unfilled at a general meeting or occurring as a result of the death, disability, disqualification, resignation or removal (if such vacancy is not filled at the general meeting at which such removal occurred) of any inside director or as a result of an increase in the size of our board of directors. For so long as Class B common shares are issued and outstanding, any vacancy created by the death, disability, disqualification, resignation or removal, of any independent director may be filled by our board of directors (if such vacancy, in the case of a removal, is not filled at the general meeting at which such removal occurred).

Our bye-laws provide that, at such time as Class B common shares are no longer outstanding, any vacancy on the board of directors may be filled by our board of directors (if such vacancy is not filled at the general meeting at which such removal occurred).

The DGCL provides that vacancies and newly created directorships may be filled by a majority of the directors then in office (even though less than a quorum) unless (a) otherwise provided in the certificate of incorporation or by-laws of the corporation or (b) the certificate of incorporation directs that a particular class of stock is to elect such director, in which case any other directors elected by such class, or a sole remaining director elected by such class, will fill such vacancy.

Under Bermuda law, subject to a company's bye-laws, the shareholders of a company may at a special general meeting called for that purpose remove a director, provided that notice of any such meeting shall be served on the director concerned not less than fourteen days before the meeting and he shall be entitled to be heard at such meeting.

Our bye-laws provide that for so long as Class B common shares are issued and outstanding, the holders of a majority of Class B common shares have the right, by written notice to the Company, to remove any inside director, with or without cause. For so long as Class B common shares are issued and outstanding, an independent director may be removed, with or without cause, by the affirmative vote of the holders of a majority of the voting power of the issued and outstanding common shares. Our bye-laws provide that, at such time as Class B common shares are no longer issued and outstanding, a director may be removed at a shareholders meeting, with or without cause, by the affirmative vote of the holders of a majority of the issued and outstanding common shares.

Under the DGCL, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except (a) unless the certificate of incorporation provides otherwise, in the case of a corporation whose board is classified, shareholders may effect such removal only for cause, and (b) in the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against his/her removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors, or, if there are classes of directors, at an election of the class of directors of which he/she is a part.

Section 98 of the Companies Act provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company. Section 98 further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to section 281 of the Companies Act.

We have adopted provisions in our bye-laws that provide that we shall indemnify our officers and directors in respect of their actions and omissions, except in respect of their fraud or dishonesty. Our bye-laws provide that the shareholders waive all claims or rights of action that they might have, individually or in right of the company, against any of the Company's directors or officers for any act or failure to act in the performance of such director's or officer's duties, except in respect of any fraud or dishonesty of such director or officer. Section 98A of the Companies Act permits us to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not we may otherwise indemnify such officer or director.

The certificate of incorporation may provide for the elimination of personal monetary liability of directors for breach of fiduciary duties as directors to the fullest extent permissible under the laws of the State of Delaware, except for liability (i) for any breach of a director's loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law (iii) under Section 174 of the DGCL (relating to the liability of directors for unlawful payment of a dividend or an unlawful stock purchase or redemption) or (iv) for any transaction from which the director derived an improper personal benefit. The certificate of incorporation may also provide that if the DGCL is amended so as to allow further elimination of, or limitations on, director liability, then the liability of directors will be eliminated or limited to the fullest extent permitted by the DGCL as so amended.

Our bye-laws provide that provided a director discloses a direct or indirect interest he or she has in any contract or proposed contract with us as required by Bermuda law, such director is entitled to vote in respect of such contract or proposed contract.

Interested director transactions are permissible and may not be legally voided if:

An acquiring party is generally able to acquire compulsorily the common shares of minority holders in the following ways:

In addition to other aspects of Delaware law governing fiduciary duties of directors during a potential takeover, the DGCL contains a business combination statute that protects Delaware companies from hostile takeovers and from actions following the takeover by prohibiting some transactions once an acquirer has gained a significant holding in the corporation. Section 203 of the DGCL prohibits "business combinations," including mergers, sales and leases of assets, issuances of securities and similar transactions by a corporation or a subsidiary with an interested shareholder that beneficially owns 15% or more of a corporation's voting stock, within three years after the person becomes an interested shareholder, unless:

A Delaware corporation may elect not to be governed by Section 203 by a provision contained in the original certificate of incorporation of the corporation or an amendment to the original certificate of incorporation or to the bylaws of the company, which amendment must be approved by a majority of the shares entitled to vote and may not be further amended by the board of directors of the corporation. Such an amendment is not effective until twelve months following its adoption.

In addition, any minority shareholder receiving notice that the holders of 95% or more of a company's shares or class of shares intend to compulsorily acquire the minority shareholder's shares may within one month of receiving the notice apply to the Supreme Court of Bermuda to appraise the value of the shares.

A shareholder of a Delaware corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights under which the shareholder may receive cash in the amount of the fair value of the shares held by that shareholder (as determined by a court) in lieu of the consideration the shareholder would otherwise receive in the transaction.

Cumulative voting is not a system of voting expressly provided for under Bermuda law; however a company's bye-laws may regulate the voting rights and restrictions relating to any class of shares in the company.

The certificate of incorporation of a Delaware corporation may provide that shareholders of any class or classes or of any series may vote cumulatively either at all elections or at elections under specified circumstances.

The Companies Act provides that shareholders may take action by written consent. A resolution in writing is passed when it is signed by the members of the company who at the date of the notice of the resolution represent such majority of votes as would be required if the resolution had been voted on at a meeting or when it is signed by all the members of the company or such other majority of members as may be provided by the bye-laws of the company.

Unless otherwise specified in a corporation's certificate of incorporation, shareholders may take action permitted to be taken at an annual or special meeting, without a meeting, notice or a vote, if consents, in writing, setting forth the action, are signed by shareholders with not less than the minimum

number of votes that would be necessary to authorize the action at a meeting. All consents must be dated and are only effective if the requisite signatures are collected within 60 days of the earliest dated consent delivered.

Pursuant to our bye-laws, we may purchase our own shares in accordance with the Companies Act on such terms and in such manner as may be authorized by our board of directors, subject to the rules of any stock exchange on which our shares are listed.

The board of directors is permitted to authorize share repurchases without shareholder consent.

When the affairs of a company are being conducted in a manner which is oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may apply to the Supreme Court of Bermuda, which may make such order as it sees fit, including an order regulating the conduct of the company's affairs in the future or ordering the purchase of the shares of any shareholders by other shareholders or by the company.

Class actions and derivative actions generally are available to the shareholders of a Delaware corporation for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court has discretion to permit the winning party to recover attorneys' fees incurred in connection with such action.

Bermuda law provides that the memorandum of association of a company may be amended by a resolution passed at a general meeting of shareholders or as authorized by its bye-laws in respect of certain amendments that alter a company's share capital. Our bye-laws provide that no bye-law shall be rescinded, altered or amended, and no new bye-law shall be made, unless it shall have been approved by a resolution of our board of directors and by a resolution of the shareholders. Our bye-laws also provide that at such time as Class B common shares are no longer issued and outstanding, certain bye-laws shall not be rescinded, altered or amended, and no new bye-law shall be made which would

have the effect of rescinding, altering or amending the provisions of such bye-laws, unless the required resolution of the shareholders is approved by the affirmative vote of shares carrying not less than 66²/3% of the total voting rights of all issued and outstanding common shares.

Amendments to the certificate of incorporation of a Delaware corporation require the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon or such greater vote as is provided for in the certificate of incorporation. A provision in the certificate of incorporation requiring the vote of a greater number or proportion of the directors or of the holders of any class of shares than is required by Delaware corporate law may not be amended, altered or repealed except by such greater vote.

Members of the general public have a right to inspect the public documents of a company available at the office of the Registrar of Companies in Bermuda. These documents include the company's memorandum of association, including its objects and powers, and certain alterations to the memorandum of association. The shareholders have the additional right to inspect the bye-laws of the company, minutes of general meetings and the company's audited financial statements, which must be presented to the annual general meeting. The register of members of a company is also open to inspection by members of the public without charge. The register of members is required to be open for inspection for not less than two hours in any business day (subject to the ability of a company to close the register of members for not more than thirty days in a year). A company is required to maintain its share register in Bermuda but may, subject to the provisions of the Companies Act, establish a branch register outside of Bermuda. A company is required to keep at its registered office a register of directors and officers that is open for inspection for not less than two hours in any business day by members of the public without charge. Bermuda law does not, however, provide a general right for shareholders to inspect or obtain copies of any other corporate records.

All shareholders of a Delaware corporation have the right, upon written demand, to inspect or obtain copies of the corporation's shares ledger and its other books and records for any purpose reasonably related to such person's interest as a shareholder.

The Companies Act provides for the issuance of redeemable preference shares. No such shares may be redeemed if on the date on which the redemption is to be effected there are reasonable

grounds for believing that the company is, or after the redemption would be, unable to pay its liabilities as they become due. Such redemptions must be funded (i) as to the par value of the shares, out of the capital paid up thereon, out of funds otherwise available for dividend or distribution or out of the proceeds of a fresh issue of shares made for the purposes of the redemption and (ii) as to any premium paid on redemption, out of funds otherwise available for dividend or distribution or out of share premium.

Under the DGCL, a corporation may generally purchase or redeem shares of its stock; provided, however, that no corporation shall purchase or redeem its own shares of capital stock if the capital of the corporation is impaired or such redemption or repurchase would impair the capital of the corporation, except that a corporation may purchase or redeem out of capital any of its own shares which are entitled upon any distribution of its assets to a preference over another class or series of its shares, or, if no shares entitled to such a preference are outstanding, any of its own shares, if such shares will be retired upon their acquisition and the capital of the corporation reduced in accordance with the DGCL.

Under Bermuda law, a company may not declare or pay a dividend, or make a distribution out of contributed surplus, if there are reasonable grounds for believing that (i) the company is, or after the payment would be, unable to pay its liabilities as they become due or (ii) the realisable value of the company's assets would thereby be less than its liabilities.

Under the DGCL, subject to any restrictions contained in the certificate of incorporation, the directors of a corporation may declare and pay dividends upon the shares of its capital stock either (i) out of its surplus or (ii) if there is no surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year, except when the capital of the corporation is diminished by depreciation in the value of its property, or by losses, or otherwise, to an amount less than the aggregate amount of capital represented by the issued and outstanding shares of all classes having a preference on the distribution of assets. "Surplus" is defined in the DGCL as the excess of the net assets of the corporation over capital, as such capital may be adjusted by the board of directors.

The following is a summary of the material terms of certain indebtedness to be incurred by our subsidiaries in connection with the Separation and this offering. We recommend you refer to the actual agreements for further details, forms of which are filed as exhibits to the Registration Statement of which this prospectus is a part. For further information regarding our existing indebtedness, please see the related notes to our combined financial statements included in this prospectus as well as "Risk Factors," "Capitalization" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

We intend to enter into certain financing arrangements prior to or concurrent with this offering.

Upon completion of this offering, we will have issued and outstanding Class A common shares, representing approximately % of our share capital. All of the Class A common shares sold in this offering, plus any shares sold upon exercise of the underwriters' overallotment option, will be freely transferable by persons other than our "affiliates" without restriction or further registration under the Securities Act. Sales of substantial amounts of our Class A common shares in the public market could adversely affect prevailing market prices of our Class A common shares. Prior to this offering, there has been no public market for our Class A common shares, and while we intend to apply to list our Class A common shares on the NYSE, we cannot assure you that a regular trading market will develop in the shares.

Upon completion of this offering, Ardagh will indirectly own all of our Class B common shares, each of which will be convertible into one Class A common share. Unless the Company registers Class A common shares under the Securities Act, such shares may only be resold into the public markets in accordance with the requirements of Rule 144, including the volume limitations, manner of sale requirements and notice requirements thereof.

Additional Class A common shares will be issuable upon the settlement of the purchase contracts and the payment of the preference share installment payments on the mandatory redeemable preference shares which together comprise the Units issued in the concurrent Units Offering. All of such Class A common shares will be available for immediate resale in the public market upon receipt, except for any such shares issued to persons who are subject to the lock-up arrangements described below, which shares will be subject to the terms of such lock-up arrangements.

We, our executive officers and directors and Ardagh have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of Citigroup Global Markets Inc., dispose of or hedge any of our shares or any securities convertible into or exchangeable or exercisable for our Class A common shares. Citigroup Global Markets Inc., in its sole discretion, may release any of the securities subject to these lock-up agreements at any time without notice. Citigroup Global Markets Inc. has no present intent or arrangement to release any of the securities subject to these lock-up agreements. The release of any lock-up is considered on a case by case basis. Factors in deciding whether to release shares or any such other security may include the length of time before the lock-up expires, the number of shares involved, the reason for the requested release, market conditions, the trading price of the Company's common shares or the Units, historical trading volumes of the Company's common shares or the Units and whether the person seeking the release is an officer, director or affiliate of the Company.

Under Rule 144, a person who has beneficially owned restricted shares for at least six months would be entitled to sell their securities provided that (i) such person is not one of our affiliates at the time of, or has not been one of our affiliates at any time during the three months preceding, a sale and (ii) we are subject to the periodic reporting requirements of the Exchange Act, for at least 90 days before the sale.

Persons who have beneficially owned restricted shares for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell:

provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale.

Sales under Rule 144 must be made through unsolicited brokers' transactions. They are also subject to manner of sale provisions, notice requirements and the availability of current public information about us.

Upon completion of this offering, Ardagh and its affiliates will be entitled to request that we register the Class A common shares into which their Class B Common shares may be converted under the Securities Act, following the expiration of the lock-up agreements described above. See "Certain Relationships and Related Party Transactions."

The following is a discussion of material U.S. federal income tax considerations relevant to the acquisition, ownership and disposition of our Class A common shares by U.S. Holders (as defined below). This discussion deals only with U.S. Holders who have purchased our Class A common shares pursuant to this offering as of the date hereof and hold our Class A common shares as capital assets for U.S. federal income tax purposes. This discussion is based on the tax laws of the United States, including the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations promulgated thereunder, and administrative and judicial decisions thereof, in each case as in effect of the date of this offering. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below. There can be no assurance that the United States Internal Revenue Service (the "IRS") or U.S. courts will agree with the tax consequences described in this discussion.

This discussion does not cover all aspects of U.S. federal income taxation that may be relevant to an investor in light of such investor's particular circumstances, including the potential application of the Medicare contribution tax on net investment income or the alternative minimum tax, any U.S. federal tax consequences other than U.S. federal income tax consequences (such as U.S. federal gift or estate tax consequences), or the U.S. federal income tax consequences to investors subject to special treatment (such as banks or other financial institutions; insurance companies; tax-exempt entities; regulated investment companies; real estate investment trusts; investors liable for the alternative minimum tax; U.S. expatriates; dealers in securities or currencies; traders in securities; persons that directly, indirectly or constructively own 10% or more of the Company's equity interests; investors that will hold the Class A common shares as part of straddles, hedging transactions or conversion transactions for U.S. federal income tax purposes; or U.S. Holders whose functional currency is not the U.S. dollar).

No ruling has been or will be requested from the Internal Revenue Service (the "IRS") regarding any matter affecting us or our shareholders. The statements made herein may be challenged by the IRS and, if so challenged, may not be sustained upon review in a court.

As used herein, a "U.S. Holder" is a beneficial owner of Class A common shares that is for U.S. federal income tax purposes (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or any other entity taxable as a corporation for U.S. federal income tax purposes) created in or organized under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or (iv) a trust, if (a) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons control all substantial decisions of the trust or (b) a valid election is in place to treat the trust as a domestic trust for U.S. federal income tax purposes.

If any entity or arrangement classified as a partnership for U.S. federal income tax purposes invests in the Class A common shares, the U.S. tax treatment of a partner in the partnership will depend on the status of the partner and the activities of the partnership. Prospective purchasers that are partnerships or partners in partnerships should consult their tax advisors concerning the U.S. federal income tax consequences of the acquisition, ownership and disposition of Class A common shares.

THE DISCUSSION OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW IS FOR GENERAL INFORMATION ONLY. ALL PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR TAX ADVISORS CONCERNING THE TAX CONSEQUENCES OF OWNING CLASS A COMMON SHARES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES,

INCLUDING THE APPLICABILITY AND EFFECT OF OTHER FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.

Subject to the discussion under "Passive Foreign Investment Company" below, distributions made on the Class A common shares (without reduction for taxes withheld, if any) generally will be included in a U.S. Holder's gross income as ordinary income from foreign sources to the extent such distributions are paid out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes), in the taxable year in which the distribution is actually or constructively received. Generally, distributions in excess of our current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the U.S. Holder's adjusted tax basis in the Class A common shares, and thereafter as capital gain from the disposition of our Class A common shares. However, the Company does not expect to maintain calculations of its earnings and profits under U.S. federal income tax principles and therefore, U.S. Holders should expect that the entire amount of any distribution generally will be treated as ordinary dividend income.

Subject to certain holding period requirements and other conditions, dividends paid to individuals and other non-corporate U.S. Holders of the Class A common shares may be eligible for preferential rates of taxation if the dividends are "qualified dividends" for U.S. federal income tax purpose. Dividends received with respect to the Class A common shares may be qualified dividends if (i) (a) our Class A common shares are readily tradable on the NYSE, or (b) the Company is eligible for the benefits of a comprehensive income tax treaty with the United States that the IRS has approved for purposes of the qualified dividend rules, and (ii) the Company was not a passive foreign investment company ("PFIC") during the year in which the dividend is paid or the prior taxable year and certain other requirements are met. Accordingly, provided that we are not and do not become a PFIC (as discussed under "Passive Foreign Investment Company" below), dividends on our Class A common shares will be qualified dividends so long as our Class A common shares are listed on NYSE. U.S. Holders should consult their tax advisors regarding the availability of the preferential rate on dividends to their particular circumstances. Distributions received on the Class A common shares will not be eligible for the dividends received deduction allowed to corporations.

A dividend distribution generally will be treated as foreign-source "passive category" (or in the case of certain U.S. Holders, "general category") income for U.S. foreign tax credit purposes. Subject to certain limitations and restrictions, a U.S. Holder may be able to claim a foreign tax credit for U.S. federal income tax purposes with respect to any non-U.S. withholding tax imposed on distributions, so long as the U.S. Holder elects not to take a deduction for any non-U.S. taxes for that taxable year. A U.S. Holder cannot claim a credit or deduction for any taxes that exceed the amount the U.S. Holder is legally required to pay. The rules relating to foreign tax credits and deductions are complex. U.S. Holders should consult their own tax advisors concerning the application of these rules in their particular circumstances.

Subject to the discussion under "Passive Foreign Investment Company" below, a U.S. Holder generally will recognize capital gain or loss on the sale, exchange or other taxable disposition of the Class A common shares in an amount equal to any difference, if any, between the amount realized on such sale, exchange or other taxable disposition and its adjusted tax basis in the Class A common shares. The adjusted tax basis in Class A common shares generally will be equal to the cost of such Class A common shares. The capital gain or loss will be long-term capital gain or loss if a U.S. Holder has held the Class A common shares for more than one year. In the case of non-corporate U.S. Holders, long-term capital gain is generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to significant limitations.

Any gain or loss recognized by a U.S. Holder or the sale, exchange or other taxable disposition of the Class A common shares generally will be treated as U.S. source gain or loss for U.S. foreign tax credit purposes. Accordingly, if any gain from the sale, exchange or other taxable disposition of the Class A common shares is subject to a non-U.S. tax, U.S. Holders may not be able to obtain a credit or claim a deduction against their U.S. federal income tax liability because the gain would generally not qualify as foreign source income. U.S. Holders should consult their own tax advisors regarding the availability of foreign tax credits or deductions in connection with non-U.S. taxes imposed on the gain realized upon the sale, exchange or other taxable disposition of the Class A common shares.

See "Passive Foreign Investment Company" below for a discussion of more adverse rules that will apply to a sale, exchange or other taxable disposition of Class A common shares if the Company is or becomes a PFIC for U.S. federal income tax purposes.

The Company believes it would not have been a PFIC for U.S. federal income tax purposes in the 2014 taxable year had it been a separate taxable entity from Ardagh Group S.A., and based on the nature of the Company's business, the projected composition of the Company's income and the projected composition and estimated fair market values of the Company's assets, the Company does not expect to be a PFIC for U.S. federal income tax purposes in 2015 or in the foreseeable future. However, the determination of whether the Company is a PFIC is made annually, after the close of the relevant taxable year. Therefore, it is possible that the Company could be classified as a PFIC depending on, among other things, changes in the nature of the Company's business, composition of its assets or income, as well as changes in its market capitalization. Accordingly, no assurance can be given that the Company will not be a PFIC in its initial taxable year or any future taxable year.

A non-U.S. corporation generally will be a PFIC for U.S. federal tax purposes in any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable look-through rules, either:

Passive income for this purpose generally includes dividends, interest, royalties, rents and certain gains from commodities (other than commodities sold in an active trade or business) and securities transactions.

If the Company is treated as a PFIC for any taxable year during which a U.S. Holder holds Class A common shares, any gain recognized by a U.S. Holder upon a sale or other taxable disposition (including certain pledges) of Class A common shares will generally be allocated ratably over the U.S. Holder's holding period for such Class A common shares. The amounts allocated to the taxable year of the sale or other taxable disposition and to years before the Company became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest marginal rate in effect for that taxable year for individuals or corporations, as appropriate, (regardless of the U.S. Holder's actual tax rate and without reduction for any losses) and an interest charge would be imposed on the tax attributable to the allocated amount to reflect the value of the tax deferral. Further, to the extent that any distribution received by a U.S. Holder on Class A common shares exceeds 125 percent of the average of the annual distributions on such Class A common shares received during the preceding three years or the U.S. Holder's holding period, whichever is shorter, that distribution would be subject to taxation in the same manner as gain, as described immediately above.

Certain elections may be available that would result in alternative treatments (such as mark-to-market treatment) of the Class A common shares. An election for mark-to-market treatment is available only if the Class A common shares are considered "marketable stock," which generally includes stock that is regularly traded in more than de minimis quantities on a qualifying exchange (such as the NYSE). No assurance can be given that the Class A common shares will be considered regularly traded on a qualifying exchange, and therefore considered "marketable stock," for purposes of the PFIC mark-to-market election. Each U.S. Holder is encouraged to consult its own tax advisor as to whether a mark-to-market election is available or desirable in their particular circumstances. The Company does not intend to prepare or provide the information that would enable U.S. Holders to make a "qualified electing fund" election.

U.S. Holders should consult their tax advisors concerning the Company's possible PFIC status and the consequences to them if the Company were a PFIC for any taxable year.

In general, payments of dividends and proceeds from the sale or other disposition, with respect to the Class A common shares held by a U.S. Holder may be required to be reported to the IRS unless the U.S. Holder is an exempt recipient and, when required, demonstrates this fact. In addition, a U.S. Holder that is not an exempt recipient may be subject to backup withholding unless it provides a taxpayer identification number and otherwise complies with applicable certification requirements.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder's U.S. federal income tax liability and may entitle a U.S. Holder to a refund, provided that the appropriate information is timely furnished to the IRS. U.S. Holders should consult with their own tax advisors regarding the application of the U.S. information reporting and backup withholding regime.

Certain non-corporate U.S. Holders are required to report information with respect to investments in Class A common shares not held through an account with certain financial institutions. U.S. Holders that fail to report required information could become subject to substantial penalties. Potential investors are encouraged to consult with their own tax advisors about these and any other reporting obligations arising from their investment in Class A common shares.

At the present time, there is no Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by us or by our shareholders in respect of our Class A common shares. We have obtained an assurance from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 that, in the event that any legislation is enacted in Bermuda imposing any tax computed on profits or income, or computed on any capital asset, gain or appreciation or any tax in the nature of estate duty or inheritance tax, such tax shall not, until March 31, 2035, be applicable to us or to any of our operations or to our Class A common shares, debentures or other obligations except insofar as such tax applies to persons ordinarily resident in Bermuda or is payable by us in respect of real property owned or leased by us in Bermuda.

The following is a general description of certain UK tax consequences relating to the Class A common shares and is based on current UK tax law and HM Revenue & Customs published practice, both of which may be subject to change, possibly with retrospective effect. It is for general information only for holders who acquire the Class A common shares as initial subscribers in this offering. It does

not constitute legal or tax advice and does not purport to be a complete analysis of all UK tax considerations relating to the Class A common shares. It relates only to persons who are the absolute beneficial owners of Class A common shares and who hold Class A common shares as a capital investment, and does not deal with certain classes of persons (such as brokers or dealers in securities and persons connected with the Company, holders of Class A common shares who directly or indirectly hold 10% or more of the Class A common shares and holders of Class A common shares who have (or are deemed to have) acquired their Class A common shares by virtue of an office or employment or who are or have been officers or employees of the Company or a company forming part of the Company's group) to whom special rules may apply.

If you are resident or otherwise subject to tax in any jurisdiction other than the United Kingdom or if you are in any doubt as to your tax position, you should consult an appropriate professional adviser.

No UK tax will be required to be withheld from dividends paid in respect of the Class A common shares.

An individual holder of Class A common shares who is resident for tax purposes in the United Kingdom, or who carries on a trade, profession or vocation in the United Kingdom through a branch or agency to which the Class A common shares are attributable, and who receives a dividend in respect of the Class A common shares will generally be liable to UK income tax in respect of the dividend.

The following paragraphs describe provisions currently applicable to an individual holder of Class A common shares who is subject to UK income tax in respect of a dividend in respect of the Class A common shares. The following paragraphs describe reforms to the system of dividend taxation for individuals which the UK Government has announced will take effect from 6 April 2016.

Subject to certain conditions an individual holder of Class A common shares who is resident for tax purposes in the United Kingdom will generally be entitled to a tax credit in respect of that dividend, equal to one-ninth of the amount of the cash dividend received. Dividends will be subject to UK income tax at the rate of 10% on the amount of the dividend and any associated one-ninth tax credit in the hands of an individual holder of Class A common shares who is liable to UK income tax at the basic rate. This means that the tax credit will generally satisfy in full the UK income tax liability of such a UK resident individual shareholder with respect to such a dividend.

An individual holder of Class A common shares who is liable to UK income tax at the higher rate will generally be subject to UK income tax at the rate of 32.5% on the amount of the dividend and any associated one-ninth tax credit. The tax credit will only partially satisfy that UK resident individual Class A common shareholder's UK income tax liability with respect to such a dividend and, accordingly, such shareholders will generally be liable for additional tax of 22.5% of the amount of the dividend and any associated one-ninth tax credit or 25% of the cash dividend received.

An individual holder of Class A common shares who is liable to UK income tax at the additional rate will generally be subject to UK income tax at the rate of 37.5% on the amount of the dividend and any associated one-ninth tax credit.

The UK Government announced on 8 July 2015 that it intends to amend the system of dividend taxation for individuals with effect from 6 April 2016. It stated that the current one-ninth tax credit will be abolished and a new tax-free dividend allowance of £5,000 a year will be introduced. Dividend income in excess of the dividend tax allowance will be subject to UK income tax at the rate of 7.5% for basic rate taxpayers, 32.5% for higher rate taxpayers and 38.1% for additional rate taxpayers.

Whether an individual holder of Class A common shares who is liable to UK income tax in respect of a dividend is liable to that tax at the basic, higher or additional rate will depend on the particular circumstances of that shareholder.

On the basis that such dividends would normally be expected to fall within an exempt class and meet certain other conditions, a corporate holder of Class A common shares which is either resident for tax purposes in the United Kingdom, or which carries on a trade in the United Kingdom through a permanent establishment to which the Class A common shares are attributable, will not normally be liable to UK corporation tax on any dividends received in respect of those shares.

In general and subject to comments below, a disposal of Class A common shares by a holder of Class A common shares who is either resident for tax purposes in the United Kingdom or who, in the case of an individual shareholder, carries on a trade, profession or vocation in the United Kingdom through a branch or agency or, in the case of a corporate shareholder, carries on a trade in the United Kingdom through a permanent establishment, to which the Class A common shares are attributable may, depending on the shareholder's particular circumstances and subject to any available exemption or relief, give rise to a chargeable gain or allowable loss for the purposes of the UK taxation of chargeable gains. Special rules may apply to individuals who have ceased to be resident for tax purposes in the United Kingdom and who dispose of their Class A common shares before becoming once again resident for tax purposes in the United Kingdom.

Provided that the Class A common shares are only registered on a register outside the United Kingdom and provided that no instrument of transfer either is executed in the United Kingdom or relates to any matter or thing done or to be done in the United Kingdom, there will be no UK stamp duty or SDRT payable on the issue or transfer of the Class A common shares.

Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co., Barclays Capital Inc., J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC are acting as joint bookrunning managers of the offering, and Citigroup Global Markets Inc. is acting as the representative of the underwriters named below. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, each underwriter named below has severally agreed to purchase, and we have agreed to sell to that underwriter, the number of shares of Class A common shares set forth opposite the underwriter's name.

The underwriting agreement provides that the obligations of the underwriters to purchase the shares included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all the shares (other than those covered by the overallotment option described below) if they purchase any of the shares.

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price not to exceed $ per share. If all of the shares are not sold at the initial offering price, the representative may change the public offering price and the other selling terms. Sales of shares made outside the United States may be made by affiliates of the underwriters. The representative has advised us that the underwriters do not intend to make sales to discretionary accounts.

If the underwriters sell more shares than the total number set forth in the table above, our parent company has granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to additional Class A common shares at the public offering price less the underwriting discount. The underwriters may exercise the option solely for the purpose of covering overallotments, if any, in connection with this offering. To the extent the option is exercised, each underwriter must purchase a number of additional shares approximately proportionate to that underwriter's initial purchase commitment. Any shares issued or sold under the option will be issued and sold on the same terms and conditions as the other shares that are the subject of this offering.

We, our officers and directors and Ardagh, an affiliate of ours, have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of Citigroup Global Markets Inc., dispose of or hedge any of our shares (including any Class A common shares or Class B common shares) or any securities convertible into or exchangeable or exercisable for our shares. Citigroup Global Markets Inc., in its sole discretion, may release any of the securities subject to these lock-up agreements at any time without notice. Citigroup Global Markets Inc. has no present intent or arrangement to release any of the securities subject to these lock-up agreements. The release of any lock-up is considered on a case by case basis. Factors in deciding whether to release shares or any such other securities may include the length of time before the lock-up expires, the number of shares involved, the reason for the requested release, market conditions, the trading price of the Company's common shares or the Units, historical trading volumes of the Company's common

shares or the Units and whether the person seeking the release is an officer, director or affiliate of the Company.

Prior to this offering and the concurrent Units Offering, there has been no public market for our shares or the Units. Consequently, the initial public offering price for our Class A common shares was determined by negotiations between us and the representative. Among the factors considered in determining the initial public offering price were our results of operations, our current financial condition, our future prospects, our markets, the economic conditions in and future prospects for the industry in which we compete, our management, and currently prevailing general conditions in the equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the price at which our Class A common shares or the Units will sell in the public market after these offerings will not be lower than the initial offering prices thereof or that an active trading market in our shares and/or the Units will develop and continue after these offerings.

We intend to apply to have the shares listed on the New York Stock Exchange under the symbol "ORES."

The following table shows the underwriting discounts and commissions that we and (with respect to shares sold in connection with the overallotment option, if any) our parent company are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters' overallotment option.

We estimate that our expenses in connection with this offering, not including underwriting discounts and commissions, will be approximately $ (including reasonable fees and expenses of counsel related to the review by the Financial Industry Regulatory Authority, Inc. of the terms of sale of the shares offered hereby and any registration or qualification of the shares under state securities or blue sky laws, which we have agreed to pay).

In connection with the offering, the underwriters may purchase and sell shares in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions, which may include purchases pursuant to the overallotment option, and stabilizing purchases.

Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the shares. They may also cause the price of the shares to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions on the New York Stock Exchange, in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

The underwriters are full-service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The underwriters and their respective affiliates have in the past performed commercial banking, investment banking and advisory services for us and our affiliates, from time to time for which they have received customary fees and reimbursement of expenses and may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. In particular, the underwriters in this offering are also acting as underwriters in the concurrent Units Offering. In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. In addition, it is anticipated that affiliates of some of the underwriters may be lenders, and in some cases agents or managers for the lenders, under certain of the credit facilities and other credit arrangements, and some of the underwriters and/or their affiliates may act as initial purchasers or underwriters in connection with certain offerings of debt securities, that we may enter into or conduct, as the case may be, in connection with the Debt Financing or otherwise, or those of our affiliates. In their capacity as lenders, such lender affiliates may, in the future, seek a reduction of a loan commitment to us or our affiliates, or impose incremental pricing or collateral requirements with respect to such facilities or credit arrangements, in the ordinary course of business. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representative to

underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of shares described in this prospectus may not be made to the public in that relevant member state other than:

provided that no such offer of shares shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For purposes of this provision, the expression an "offer of securities to the public" in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase the shares, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in the relevant member state. The expression 2010 PD Amending Directive means Directive 2010/73/EU.

The seller of the shares has not authorized and does not authorize the making of any offer of shares through any financial intermediary on its behalf, other than offers made by the underwriters with a view to the final placement of the shares as contemplated in this prospectus. Accordingly, no purchaser of the shares, other than the underwriters, is authorized to make any further offer of the shares on behalf of the sellers or the underwriters.

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or the Order, or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a relevant person). This prospectus and its contents are confidential and shall not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Neither this prospectus nor any other offering material relating to the shares described in this prospectus has been submitted to the clearance procedures of the Autorité des marchés financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des marchés financiers. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the shares has been or will be:

The shares may be resold directly or indirectly, only in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be

disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

The shares offered in this prospectus have not been and will not be registered under the Financial Instruments and Exchange Law of Japan. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan (including any corporation or other entity organized under the laws of Japan), except (i) pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

Neither the shares nor this prospectus have been approved or registered in the administrative registries of the Spanish National Securities Exchange Commission, or Comision Nacional del Mercado de Valores, or CNMV. Accordingly, the shares may not be offered in Spain except in circumstances which do not constitute a public offer of securities in Spain within the meaning of article 30bis of the Spanish Securities Market Law of July 28, 1988 (Ley 24/1988, de 28 Julio, del Mercado de Valores), as amended and restated, and supplemental rules enacted thereunder.

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission, or ASIC, in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001, or the Corporations Act, and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons, or the Exempt Investors, who are "sophisticated investors" (within the meaning of Section 708(8) of the Corporations Act), "professional investors" (within the meaning of Section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in Section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under Section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority, or DFSA. This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses

under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the Company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

The Units are not registered in the Securities Registry (Registro de Valores) or subject to the control of the Chilean Securities and Exchange Commission (Superintendencia de Valores y Seguros de Chile). This prospectus and other offering materials relating to the offer of the Units do not constitute a public offer of, or an invitation to subscribe for or purchase, the Units in the Republic of Chile, other than to individually identified purchasers pursuant to a private offering that is not "addressed to the public at large or to a certain sector or specific group of the public" (within the meaning of Article 4 of the Chilean Securities Market Act (Ley de Mercado de Valores)).

The securities being offered may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act 2003 of Bermuda (as amended). Additionally, non-Bermudian persons may not carry on or engage in any trade or business in Bermuda unless such persons are authorized to do so under applicable Bermuda legislation. Engaging in the activity of offering or marketing the securities being offered in Bermuda to persons in Bermuda may be deemed to be carrying on business in Bermuda.

The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

We estimate that our expenses in connection with this offering, other than underwriting discounts and commissions, will be as follows:

Total underwriting discounts and commissions to be paid to the underwriters represent % of the total amount of the offering.

We are an exempted company incorporated under the laws of Bermuda. Our registered address in Bermuda is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. As a result, the rights of holders of our shares will be governed by Bermuda law and our memorandum of association and bye-laws. The rights of shareholders under Bermuda law may differ from the rights of shareholders of companies incorporated in other jurisdictions. All of our directors and officers and certain other persons referred to in this prospectus reside outside the United States in European member states including the United Kingdom and Germany. A substantial portion of our assets, and all or a significant portion of the assets of our directors and officers, are located outside the United States. As a result, it may not be possible for you to effect service of process within the United States upon us or such persons, or to enforce against us or them in U.S. courts, including judgments predicated upon civil liability of us or such persons under U.S. securities laws.

There is doubt as to the enforceability in Bermuda, in original actions or in actions for enforcement of judgments of U.S. courts, of civil liability based solely on the Federal Securities laws of the United States. In addition, awards for punitive damages in actions brought in the United States may be unenforceable in Bermuda.

We have appointed Ardagh Metal Packaging USA Inc., located at Carnegie Office Park, 600 North Bell Avenue, Building 1, Suite 200, Carnegie, PA 15106, as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any State of the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

Certain legal matters in connection with the offering will be passed upon for us by Shearman & Sterling LLP, New York, New York, our U.S. counsel, and Conyers Dill & Pearman Limited, our special Bermuda counsel. Certain legal matters in connection with the offering will be passed upon for the Underwriters by Cahill Gordon & Reindel LLP, New York, New York, U.S. counsel to the Underwriters, and Appleby (Bermuda) Limited special Bermuda counsel to the Underwriters.

The combined financial statements of the Ardagh Metal Packaging Business as of December 31, 2014, 2013 and 2012 and January 1, 2012 and for each year in the three year period ended December 31, 2014 included in this prospectus have been audited by PricewaterhouseCoopers, Dublin, Ireland, independent registered public accounting firm, as stated in their report appearing herein. PricewaterhouseCoopers, Dublin, Ireland is a member of the Institute of Chartered Accountants in Ireland.

We have filed with the SEC a registration statement (including amendments and exhibits to the registration statement) on Form F-1 under the Securities Act with respect to the shares offered in this prospectus. This prospectus is a part of the registration statement and does not contain all of the information set forth in the registration statement. The rules and regulations of the SEC allow us to omit from this prospectus certain information included in the registration statement. For further information about us and our Class A common shares, you should refer to the registration statement. This prospectus also summarizes material provisions of contracts and other documents. Since this prospectus may not contain all of the information that you may find important, you should review the full text of these contracts and other documents. We have included these documents as exhibits to our registration statement.

Upon completion of this offering, we will be a foreign private issuer. We will not be subject to the same requirements that are imposed on U.S. domestic issuers by the SEC. We will have a longer period to file our annual report with the SEC and are not required to file quarterly reports. We are not required to issue proxy statements or to disclose the detailed information about the compensation of our executive officers that is required to be disclosed by U.S. domestic issuers. Our directors and executive officers will not be subject to insider short-swing profit disclosure and recovery provisions under Section 16 of the Exchange Act. We will also be exempt from the requirements of SEC Regulation FD (Fair Disclosure), which is intended to ensure that select groups of investors do not receive material information about an issuer before it is disclosed to investors generally. We are, however, subject to anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act.

We will provide our shareholders with annual reports on Form 20-F containing financial statements audited by our independent auditors within 120 days after the end of each fiscal year. We also intend to issue quarterly earnings press releases as soon as practicable after the end of each quarter and quarterly reports containing interim unaudited financial statements within 60 days after the end of each fiscal quarter. We will furnish these earnings press releases and quarterly reports to the SEC on Form 6-K.

For further information about us and our shares, you may inspect a copy of the registration statement, of the exhibits and schedules to the registration statement or of any reports, statements or other information we file with the SEC without charge at the offices of the SEC at 100 F Street, N.E., Washington, D.C. 20549, United States. You may obtain copies of all or any part of the registration statement from the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website at www.sec.gov that contains reports and information statements and other information regarding registrants like us that file electronically with the SEC. You can also inspect our registration statement on this website. Our filings with the SEC are available through the electronic data gathering, analysis and retrieval (EDGAR) system of the SEC.

The Ardagh Metal Packaging Business Unaudited Combined Interim Financial Statements

In our opinion, the accompanying Combined Statement of Financial Position and the related Combined Income Statement, Combined Statement of Comprehensive Income, Combined Statement of Changes in Invested Capital and Combined Statement of Cash Flows present fairly, in all material respects, the financial position of the metal packaging operations of Ardagh Group S.A. as described in note 1 at December 31, 2014, December 31, 2013, December 31, 2012 and January 1, 2012 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

		At December 31,

	Note	2014			2013		2012		2011(1)
		(in euro millions)
Non-current assets
Intangible assets	3		477			505		529		528
Property, plant and equipment	4		1,027			1,026		1,136		1,176
Deferred tax assets	6		62			40		37		35
Other non-current assets	5		5			6		7		6
Restricted cash	9		6			7		6		6

			1,577			1,584		1,715		1,751

Current assets
Inventories	7		274			277		297		300
Trade and other receivables	8		350			410		428		358
Derivative financial instruments	11		2			—		—		1
Cash and cash equivalents	9		45			45		95		125

			671			732		820		784

TOTAL ASSETS			2,248			2,316		2,535		2,535



Invested capital
Invested capital attributable to owner of the parent			(109	)		262		44		196
Non-controlling interests			2			2		2		2

TOTAL INVESTED CAPITAL			(107	)		264		46		198

Non-current liabilities
Related party debt	11		1,515			1,278		1,541		1,384
Borrowings	11		18			20		24		99
Employee benefit obligations	12		261			214		219		177
Deferred tax liabilities	6		134			140		159		180
Provisions	14		10			12		16		12

			1,938			1,664		1,959		1,852

Current liabilities
Borrowings	11		4			4		78		35
Derivative financial instruments	11		1			5		5		6
Trade and other payables	13		372			365		416		410
Income tax payable			8			6		10		8
Provisions	14		32			8		21		26

			417			388		530		485

TOTAL LIABILITIES			2,355			2,052		2,489		2,337

TOTAL INVESTED CAPITAL and LIABILITIES			2,248			2,316		2,535		2,535

		For the year ended December 31,

	Note	2014			2013			2012
		(in euro millions)
Revenue	15		1,850			1,848			1,909
Cost of sales			(1,642	)		(1,707	)		(1,727	)

Gross profit			208			141			182

Exceptional cost of sales	17		80			112			133
Gross profit before exceptional cost of sales			288			253			315

SGA expenses before amortization and exceptional SGA costs	16		(106	)		(119	)		(125	)
Amortization			(23	)		(23	)		(21	)
Exceptional SGA costs	17		(9	)		(11	)		(3	)

Operating profit/(loss)			70			(12	)		33
Finance expense	18		(107	)		(112	)		(136	)
Finance income	18		—			1			1

Loss before tax			(37	)		(123	)		(102	)
Income tax credit	19		4			29			10

Loss for the year from continuing operations			(33	)		(94	)		(92	)



Loss for the year from discontinued operation	22		(46	)		(8	)		(11	)

Loss for the year			(79	)		(102	)		(103	)



Loss attributable to:
Owner of the parent			(79	)		(102	)		(103	)
Non-controlling interests			—			—			—

Loss for the year			(79	)		(102	)		(103	)

		For the year ended December 31,

	Note	2014			2013			2012
		(in euro millions)
Loss for the year			(79	)		(102	)		(103	)
Other comprehensive income from continuing operations
Items that may subsequently be reclassified to profit or loss
Foreign currency translation adjustments:
— Arising in the year			17			(7	)		2

			17			(7	)		2
Effective portion of changes in fair value of cash flow hedges:
—New fair value adjustments into reserve			1			3			—
—Movement out of reserve			5			(7	)		(1	)

			6			(4	)		(1	)
Items that will not be reclassified to profit or loss
—Re-measurements of employee benefit obligations	12		(44	)		(7	)		(42	)
—Deferred tax movement on employee benefit obligations	6		13			2			13

			(31	)		(5	)		(29	)

Other comprehensive expense for the year from continuing operations			(8	)		(16	)		(28	)
Other comprehensive (expense)/income for the year from discontinued operation			(3	)		(4	)		1

Total comprehensive expense for the year			(90	)		(122	)		(130	)



Attributable to:
Owner of the parent			(90	)		(122	)		(130	)
Non-controlling interests			—			—			—

Total comprehensive expense for the year			(90	)		(122	)		(130	)

		For the year ended December 31,

	Note	2014			2013			2012
		(in euro millions)
Cash flows from operating activities
Cash generated from continuing operations	20		218			139			164
Interest paid			(1	)		(2	)		(3	)
Income tax paid			(5	)		(10	)		(4	)
Net cash from/(used in) operating activities of discontinued operation	22		1			(2	)		4

*Total cash from operating activities*			213			125			161
Cash flows from investing activities
Cash in acquired business			—			—			5
Proceeds received from disposal of businesses			78			6			—
Purchase of property, plant and equipment			(160	)		(94	)		(60	)
Purchase of software and other intangibles			(6	)		(20	)		(12	)
Proceeds from disposal of property, plant and equipment			16			4			3
Net cash used in investing activities of discontinued operation			(1	)		(6	)		(11	)

*Total cash used in investing activities*			(73	)		(110	)		(75	)
Cash flows from financing activities
Invested capital decrease for the year			(136	)		(37	)		(117	)
Repayment of borrowings			(4	)		(8	)		(36	)
Net cash (used in)/from financing activities of discontinued operation			(2	)		(17	)		37

*Net cash used in financing activities*			(142	)		(62	)		(116	)
Net decrease in cash and cash equivalents			(2	)		(47	)		(30	)
Cash and cash equivalents at the beginning of the year	9		45			95			125
Net decrease in cash and cash equivalents			(2	)		(47	)		(30	)
Exchange gains/(losses) on cash and cash equivalents			2			(3	)		—

Cash and cash equivalents at the end of the year	9		45			45			95

Oressa Limited (the "Company" or "Oressa") was incorporated on June 16, 2015, in order to acquire the metal packaging operations (the "Ardagh Metal Packaging Business" or the "Business") of its ultimate parent company, Ardagh Group S.A. and to effect a public offering of its Class A common shares listed on the New York Stock Exchange (the "Offering"). Prior to the Offering, the Ardagh Metal Packaging Business was owned by Ardagh and its subsidiaries ("Ardagh"). The Company has no assets or liabilities, other than those associated with its formation, and will conduct no operations until the completion of the Offering.

The Business has historically operated as part of Ardagh and not as a separate stand-alone entity or group. The Business is a leading global supplier of metal can packaging solutions to the consumer products industry. The Business supplies metal can packaging to a wide range of consumer-driven end-use categories including food (processed food such as fruit, vegetables, soups, sauces, ready meals and pet food), seafood, aerosols (personal care and household products), nutrition & custom (including dairy and infant nutrition powders), and paints & coatings.

These Combined Financial Statements have been prepared for the purposes of the initial public offering and reflect the aggregation of the legal entities forming the Business for the periods presented and the metal can packaging trade, assets and liabilities in Italy which will be transferred to a new legal entity prior to the effectiveness of this offering. On the basis that the Business will be acquired from Ardagh, the transaction will be exempt from the business combination requirements of IFRS 3(R), 'Business combinations' ("IFRS 3R") since the metal operations to be acquired are controlled by Ardagh with exception of its joint venture disclosed in note 23. The legal entities forming the Business are listed in note 27.

The principal accounting policies of the Business that have been applied to the Combined Financial Statements are described in note 2 below.

The Business has not previously prepared or reported any Combined Financial Statements in accordance with any other generally accepted accounting principles ("GAAP"). Ardagh Group S.A. prepares and reports financial statements in accordance with International Financial Reporting Standards ("IFRS") as adopted by the EU. The Business' deemed transition date to IFRS and its interpretations as adopted by the International Accounting Standards Board ("IASB") is January 1, 2012. The principles and requirements for first time adoption of IFRS are set out in IFRS 1, 'First-time adoption of IFRS' ("IFRS 1"). The Business has not availed itself of any of the exceptions to full retrospective application of IFRS set out within IFRS 1. The requirement in IFRS 1 to provide reconciliations of financial information prepared under legacy GAAP to IFRS is not relevant to the Business. The Combined Financial Statements of the Business have been prepared in accordance with, and are in compliance with, IFRS and its interpretations as adopted by the IASB. References to "IFRS" hereafter should be construed as references to IFRS and its interpretations as adopted by the IASB.

The Combined Financial Statements of the Business have been prepared on a carve-out basis from the consolidated financial statements of Ardagh Group S.A. to represent the financial position and performance of the Business as if the Business had existed on a stand-alone basis for each of the years ended December 31, 2014, 2013 and 2012 for the Combined Income Statements, Statements of Comprehensive Income and Statement of Cash Flows and as at December 31, 2014, 2013 and 2012 and January 1, 2012 for the Combined Statements of Financial Position. The Combined Financial Statements have been prepared on a going concern basis and are presented in euro rounded to the nearest million.

The Combined Financial Statements have been prepared by aggregating financial information from the components of the Business as described in note 1 and 27 and include the assets, liabilities, revenues and expenses that management has determined are specifically attributable to the Business, and allocations of debt and direct and indirect costs and expenses related to the operations of the Business. The following summarizes the principles applied in preparing the Combined Financial Statements.

These costs were affected by the arrangements that existed in Ardagh and are not necessarily representative of the costs that may arise in the future.

The Combined Financial Statements have been prepared under the historical cost convention except for the following:

The preparation of Combined Financial Statements in accordance with IFRS requires the use of critical accounting estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. It also requires management to exercise judgment in the process of applying Ardagh's accounting policies, which have been applied consistently through the Combined Financial Statements. These estimates, assumptions and judgments are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances and are subject to continual re-evaluation. These estimates, assumptions and judgments were historically deemed to be reasonable and prudent. However, actual outcomes may differ from those estimates. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the Combined Financial Statements are discussed in the critical accounting estimates and judgments.

The following new standards, amendments to existing standards and interpretations effective for annual periods beginning on or after January 1, 2015 have been issued prior to the date of issuance of the financial statements but have not been adopted early by the Business. The Directors assessment of the impact of the new standards listed below, on the reported results, Combined Statement of Financial Position and disclosures as a result of their adoption in future periods is on-going.

Annual improvements 2012—These annual improvements amend standards from the 2010 - 2012 reporting cycle. They include changes to:

The impact of the annual improvements 2012 are not expected to have a material effect on the Combined Financial Statements.

Annual improvements 2013—These annual improvements amend standards from the 2011 - 2013 reporting cycle. They include changes to:

The impact of the annual improvements 2013 are not expected to have a material effect on the Combined Financial Statements.

Annual improvements 2014—These annual improvements amend standards from the 2012 - 2014 reporting cycle. They include changes to:

The impact of the annual improvements 2014 are not expected to have a material effect on the Combined Financial Statements.

IFRS 15, 'Revenue from contracts with customers' ("IFRS 15")—IFRS 15 establishes principles for reporting the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The core principle of IFRS 15 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. IFRS 15 sets out a five step approach for use in applying this principle. The new standard replaces IAS 18, 'Revenue' and IAS 11, 'Construction contracts and related interpretations'. The standard is effective for annual periods beginning on or after January 1, 2017 and earlier application is permitted. The Business has not yet completed its assessment of the impact of IFRS 15.

IFRS 9, 'Financial instruments' ("IFRS 9")—in July 2014, the IASB published the complete version of IFRS 9, Financial Instruments, which replaces the guidance in IAS 39. It has been completed

in a number of phases and includes requirements on the classification and measurement of financial assets and liabilities. It also includes an expected credit losses model that replaces the incurred loss impairment model used presently and hedge accounting amendments released in November 2013. The new standard is effective for accounting periods beginning on or after January 1, 2018 (with retrospective application required) and early application is permitted. The Business has not yet completed its assessment of the impact of IFRS 9.

Other changes to IFRS have been issued but are not yet effective for the Business. However, they are either not expected to have a material effect on the Combined Financial Statements or they are not currently relevant for the Business.

Companies included in these Combined Financial Statements are accounted for as controlled companies of the Business as it has control over them and are accounted for as investments under the equity method as the Business has had significant influence over them, in the periods presented. The group of companies included in these Combined Financial Statements are listed in note 27.

Control is achieved when the Business has the power, directly or indirectly, to govern the financial and operating policies, generally accompanying a shareholding of more than half of the voting rights. The existence of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Business controls another entity. Controlled companies are fully combined from the date on which control is transferred to the Business and are de-combined from the date on which control ceases.

The purchase method of accounting is used to account for the acquisition of controlled companies by the Business. The cost of an acquisition is the consideration given in exchange for control of the identifiable assets, liabilities and contingent liabilities of the acquired legal entities. Directly attributable transaction costs are expensed and included as exceptional items within SGA expenses. The acquired net assets are initially measured at fair value. The excess of the cost of acquisition over the fair value of the identifiable net assets acquired is recorded as goodwill. Any goodwill and fair value adjustments are recorded as assets and liabilities of the acquired legal entity in the currency of the primary economic environment in which the legal entity operates (the "functional currency"). If the cost of acquisition is less than the fair value of the Business' share of the net assets of the legal entity acquired, the difference is recognized directly in the Combined Income Statement. The Business considers obligations of the acquiree in a business combination that arise as a result of the change in control, to be cash flows arising from obtaining control of the controlled company, and classifies these obligations as investing activities in the Combined Statement of Cash Flows.

The results and assets and liabilities of the Business' joint venture, Copal SAS, are incorporated in these Combined Financial Statements using the equity method of accounting. Under the equity method, an investment in a joint venture is initially recognized in the Combined Statement of Financial Position at cost and adjusted thereafter to recognize the Business' share of the profit or loss and other comprehensive income of the joint venture.

Activity for the years ended December 31, 2014, 2013 and 2012 was not sufficiently material to warrant separate presentation.

All assets, liabilities, equity, income, expenses and cash flows relating to transactions between entities of the Business are eliminated in full.

Items included in the financial statements of each of the Business' entities are measured using the functional currency of that entity.

Transactions in foreign currencies are translated into the functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognized in the Combined Income Statement, except: differences on certain derivative financial instruments discussed under "Derivative financial instruments" below. Non-monetary items measured at fair value in foreign currency are translated using the exchange rates as at the date when the fair value is determined.

The Combined Financial Statements are presented in euro, which is the Business' presentation currency.

The assets and liabilities of foreign operations are translated into euro at foreign exchange rates ruling at the reporting date. The revenues and expenses of foreign operations are translated to euro at average exchange rates for the year. Foreign exchange differences arising on retranslation are recognized in the Combined Statement of Comprehensive Income.

Gains and losses accumulated in other comprehensive income are recycled to the Combined Income Statement when the foreign operation is sold.

Goodwill represents the excess of the cost of an acquisition over the fair value of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to the Business' groups of cash-generating units ("CGUs") that are expected to benefit from the business combination in which the goodwill arose for the purpose of assessing impairment. Goodwill is tested annually for impairment.

Intangible assets acquired as part of a business combination are capitalized separately from goodwill if the intangible asset is separable or arises from contractual or other legal rights. They are initially recognized at cost which, for intangible assets arising in a business combination, is their fair value at the date of acquisition.

Subsequent to initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. The carrying values of intangible assets with finite useful lives are reviewed for indicators of impairment at each reporting date and are subject to impairment testing when events or changes in circumstances indicate that the carrying values may not be recoverable.

The amortization of intangible assets is calculated to write off the book value of finite lived intangible assets over their useful lives on a straight-line basis on the assumption of zero residual value.

Computer software development costs recognized as assets are amortized over their estimated useful lives, which does not exceed five years. Costs associated with maintaining computer software programs are recognized as an expense as incurred.

Customer relationships acquired in a business combination are recognized at fair value at the acquisition date. The customer relationships have a finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method over the expected life of the customer relationships of 12 years.

Technology based intangibles acquired in a business combination are recognized at fair value at the acquisition date and reflect the Business' ability to add value through accumulated technological expertise surrounding product and process development. Amortization is calculated using the straight-line method over an estimated useful life of 15 years.

Research costs are expensed as incurred. Development costs relating to new products are capitalized if the new product is technically and commercially feasible. All other development costs are expensed as incurred.

Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, except for land which is shown at cost less impairment. Spare parts which form an integral part of plant and equipment are capitalized, and those spare parts which do not form an integral part of plant and machinery are included as consumables within inventory and expensed when utilized.

Where items of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.

The determination of whether an arrangement is, or contains a lease, is based on the substance of the arrangement and requires an assessment of whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets, and the arrangement conveys a right to use the asset.

Leases of property, plant and equipment where the Business has substantially all the risks and rewards of ownership are classified as finance leases.

Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the Combined Income Statement on a straight-line basis over the period of the lease.

The Business recognizes in the carrying amount of an item of property, plant and equipment, the cost of replacing the component of such an item when that cost is incurred, if it is probable that the future economic benefits embodied with the item will flow to the Business and the cost of the item can be measured reliably. When a component is replaced the old component is de-recognized in the period. All other costs are recognized in the Combined Income Statement as an expense as incurred. When a major overhaul is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria above are met.

Depreciation is charged to the Combined Income Statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Land is not depreciated. The estimated useful lives are as follows:

Assets' useful lives and residual values are adjusted if appropriate, at each balance sheet date.

A discontinued operation is a component of an entity that either has been disposed of, or that is classified as held for sale and (i) represents a separate major line of business or geographical area of operations; (ii) is a part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or (iii) is a subsidiary acquired exclusively with a view to resale.

Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows and are allocated to groups of CGUs. The groupings represent the lowest level at which the related assets are monitored for internal management purposes. Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.

Exceptional impairments are those that in management's judgment need to be disclosed by virtue of their size, nature or incidence.

The recoverable amount of other assets is the greater of their value in use and fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value, using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the CGU to which the asset belongs.

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the first-in, first-out basis and includes expenditure incurred in acquiring the inventories and bringing them to their current location and condition. In the case of finished goods and work-in-progress, cost includes direct materials, direct labor and attributable overheads based on normal operating capacity.

Net realizable value is the estimated proceeds of sale less all further costs to completion, and less all costs to be incurred in marketing, selling and distribution.

Spare parts which are deemed to be of a consumable nature, are included within inventories and expensed when utilized.

Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, restricted cash, borrowings and trade and other payables. Non-derivative financial instruments are recognized initially at fair value plus any directly attributable transaction costs, except as described below. Subsequent to initial recognition, non-derivative financial instruments are measured as described below.

Trade and other receivables are recognized initially at fair value and are thereafter measured at amortized cost using the effective interest rate method less any provision for impairment. A provision for impairment of trade receivables is recognized when there is objective evidence that the Business will not be able to collect all amounts due according to the original terms of the receivables.

Cash and cash equivalents include cash in hand and call deposits held with banks. Cash and cash equivalents are carried at amortized cost.

Short term bank deposits of greater than three months maturity which do not meet the definition of cash and cash equivalents are classified as financial assets within current assets and stated at amortized cost.

Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the Combined Income Statement over the period of the borrowings using the effective interest method.

Borrowings are classified as current liabilities unless the Business has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Restricted cash comprises cash held by the Business but which is ring-fenced or used as security for specific financing arrangements, and to which the Business does not have unfettered access. Restricted cash is measured at amortized cost.

Trade and other payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest rate method.

Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.

The fair values of various derivative instruments used for hedging purposes are disclosed in note 11. The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as a current asset or liability.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognized in other comprehensive income. Amounts accumulated in other comprehensive income are recycled to the Combined Income Statement in the periods when the hedged item will affect profit or loss.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in the Combined Income Statement within "finance expenses". When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing at that time remains in equity and is recognized when the forecast cash flow arises. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the Combined Income Statement.

Derivative financial instruments are classified as fair value hedges when they hedge the Business exposure to changes in the fair value of a recognized asset or liability. Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the Business' income statement, together with any changes in the fair value of the hedged item that is attributable to the hedged risk.

The gain or loss relating to the effective portion of interest rate swaps hedging assets and borrowings is recognized in the Combined Income Statement within "finance expenses". The gain or loss relating to the ineffective portion of the interest rate swaps is recognized in the Combined Income Statement within "finance expenses". If a hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the effective interest method is used is amortized to profit or loss over the period to maturity.

Typically, defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.

The liability recognized in the Combined Statement of Financial Position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the reporting date less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise. Past service costs are recognized immediately in the Income Statement.

Multi-employer craft or industry based pension schemes ("multi-employer schemes") have arrangements similar to those of defined benefit schemes. In each case it is not possible to identify the Business' share of the underlying assets and liabilities of the multi-employer schemes and therefore in

accordance with IAS 19(R), the Business has taken the exemption for multi-employer pension schemes to account for them as defined contribution schemes recognising the contributions payable in each period in the Combined Income Statement.

In a number of countries, the Business pays lump sums to employees leaving service. These arrangements are accounted in the same manner as defined benefit pension plans.

The obligation of the Business in respect of other long term employee benefits plans represents the amount of future benefit that employees have earned in return for service in the current and prior periods and are included in the category of employee benefit obligations on the Combined Statement of Financial Position. The obligation is computed on the basis of the projected unit credit method and is discounted to present value using a discount rate equating to the market yield at the reporting date on high quality corporate bonds of a currency and term consistent with the currency and estimated term of the obligations. Actuarial gains and losses are recognized in full in the Combined Statement of Comprehensive Income in the period in which they arise.

A defined contribution plan is a pension plan under which the Business pays fixed contributions into a separate entity. The contributions are recognized as employee benefit expense when they are due.

Provisions are recognized when the Business has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and the amount can be reliably estimated.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation.

Revenue from the sale of goods is recognized in the Combined Income Statement when the significant risks and rewards of ownership have been transferred to the buyer, primarily on dispatch of the goods. Allowances for customer rebates are provided for in the same period as the related revenues are recorded. Revenue is included net of cash discounts and value added tax.

The income statement, cash flow and segmental analysis of the Business separately identify results before exceptional items. Exceptional items are those that in management's judgment need to be disclosed by virtue of their size, nature or incidence.

Such items include, where significant, restructuring, redundancy and other costs relating to permanent capacity realignment or footprint reorganization, directly attributable acquisition costs, profit or loss on disposal or termination of operations, start-up costs incurred in relation to new operations or plant builds, major litigation costs, settlements and impairment of non-current assets. In this regard the determination of 'significant' as included in our definition uses qualitative and quantitative factors which remain consistent from period to period. Judgment is used by the Business in assessing the particular items, which by virtue of their scale and nature, are disclosed in the Business income statement, and related notes as exceptional items.

Finance income comprises interest income on funds invested, gains on disposal of financial assets, and gains on derivative instruments that are not designated as hedging instruments and are recognized in profit or loss.

Finance expense comprises interest charges on the debt allocated to the Combined Financial Statements reflecting the weighted average interest on the debt reported within the historic financial statements of Ardagh, finance lease expenses, certain foreign currency translation related to financing, net interest cost on net pension plan liabilities, losses on derivative instruments that are not designated as hedging instruments and are recognized in profit or loss and other finance expense.

The Business capitalizes borrowing costs directly attributable to the acquisition, construction or production of manufacturing plants that require a substantial period of time to build.

Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognized in the Combined Income Statement except to the extent that it relates to items recognized in the Combined Statement of Comprehensive Income.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date and any adjustment to tax payable in respect of previous years.

Deferred income tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Combined Financial Statements. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill; deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled

by the Business and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

Differences between the tax charges and credits in the Combined Financial Statements and the tax charges and credits in the historical records of the Business are included as offset in invested capital.

As described in note 1, the Ardagh Metal Packaging Business has not historically operated as a separate standalone group and has been managed centrally by Ardagh. Following the offering, the Business will be organized within two operating segments: Europe and North America, on the basis of internal reporting to be provided to the Executive Committee of the Company which will be its Chief Operating Decision Maker ("CODM"). The Europe segment includes the 'rest of the world' which accounted for 4% of total revenue in 2014 (2013: 4%, 2012: 5%). The internal information supporting this segmental organization will be used by the CODM to allocate resources and assess segmental performance.

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Business makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

In accordance with IAS 36, the Business tests whether goodwill and other long lived assets have suffered any impairment in accordance with the accounting policies stated. The determination of recoverable amounts requires the use of estimates as outlined in note 3. The Business' judgments relating to the impairment of goodwill and other long lived assets are included in note 3 and 4.

The Business is subject to income taxes in numerous jurisdictions and judgment is therefore required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Business recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

The Business follows guidance of IAS 19(R), to determine the present value of its obligations to current and past employees in respect of defined benefit pension obligations, other long term employee benefits, and other end of service employee benefits which are subject to similar fluctuations in value in the long term. The Business with the assistance of professional actuaries, values such liabilities designed to ensure consistency in the quality of the key assumptions underlying the valuations. The critical assumptions and estimates applied are discussed in detail in note 12.

Long lived assets, consisting primarily of property, plant and equipment, customer intangibles and technology intangibles, comprise a significant portion of the total assets. The annual depreciation and amortization charges depend primarily on the estimated lives of each type of asset and, in certain circumstances, estimates of fair values and residual values. The Directors regularly review these asset lives and change them as necessary to reflect current thinking on remaining lives in light of technological change, prospective economic utilization and physical condition of the assets concerned. Changes in asset lives can have a significant impact on the depreciation and amortization charges for the period. It is not practical to quantify the impact of changes in asset lives on an overall basis, as asset lives are individually determined and there are a significant number of asset lives in use.

The Combined Income Statement and segment analysis separately identify results before exceptional items. Exceptional items are those that in our judgment need to be disclosed by virtue of their size, nature or incidence.

The Business believes that this presentation provides additional analysis as it highlights exceptional items. Such items include, where significant, restructuring, redundancy and other costs relating to permanent capacity realignment or footprint reorganization, directly attributable acquisition costs, profit or loss on disposal or termination of operations, start-up costs incurred in relation to new operations or plant builds, major litigation costs, settlements and impairment of non-current assets. In this regard, the determination of "significant" as included in our definition uses qualitative and quantitative factors which remain consistent from period to period. Management uses judgment in assessing the particular items, which by virtue of their scale and nature, are disclosed in the income statement and related notes as exceptional items. We consider the Income Statement presentation of exceptional items to be appropriate as it improves the clarity of the presentation and is consistent with the way that financial information is measured by management and presented to the Board and Chief Operating Decision Maker. In that regard, we believe it to be consistent with paragraph 85 of IAS 1, which permits the inclusion of line items and subtotals that improve the understanding of performance.

	Goodwill

	(in euro millions)
Cost
At January 1, 2012		302		249		551
Additions		11		12		23
Exchange		(1	)	—		(1	)

At December 31, 2012		312		261		573

Amortization
At January 1, 2012				(23	)	(23	)
Charge for the year				(21	)	(21	)

At December 31, 2012				(44	)	(44	)

Net book value
At January 1, 2012		302		226		528

At December 31, 2012		312		217		529

	Goodwill

	(in euro millions)
Cost
At January 1, 2013		312		261		573
Additions		—		19		19
Impairment (note 17)		(11	)	—		(11	)
Exchange		(9	)	—		(9	)

At December 31, 2013		292		280		572

Amortization
At January 1, 2013				(44	)	(44	)
Charge for the year				(23	)	(23	)

At December 31, 2013				(67	)	(67	)

Net book value
At December 31, 2013		292		213		505

	Goodwill

	(in euro millions)
Cost
At January 1, 2014		292	280		572
Additions		—	4		4
Divestments		—	(1	)	(1	)
Impairment (note 17)		—	(11	)	(11	)
Exchange		2	—		2

At December 31, 2014		294	272		566

Amortization
At January 1, 2014			(67	)	(67	)
Charge for the year			(23	)	(23	)
Divestments			1		1

At December 31, 2014			(89	)	(89	)

Net book value
At December 31, 2014		294	183		477

Other intangible asset additions include development expenditure of €4 million (2013: €3 million, 2012: €4 million).

An operating segment-level summary of the goodwill allocation is presented below:

Goodwill has been allocated to groups of CGUs for the purpose of impairment testing. The groupings represent the lowest level at which the related goodwill is monitored for internal management purposes.

The lowest level within the Business at which goodwill is monitored for internal management purposes is on an operating segment basis, resulting in Europe and North America being identified as the two groups of CGUs as of the reporting date.

The Business used the value in use ("VIU") model for the purposes of goodwill impairment testing as this reflects the Business' intention to hold and operate the assets.

Cash flows considered in the VIU model included the cash inflows and outflows related to the continuing use of the assets over their remaining useful lives, expected earnings, required maintenance capital expenditure, depreciation, tax and working capital. The model includes an apportionment of Business costs allocated into the entities across the projection period based on adjusted EBITDA weighting and other allocations deemed appropriate based on the nature of the cost.

The discount rate applied to cash flows in the VIU model was estimated using the Capital Asset Pricing Model with regard to the risks associated with the cash flows being considered (country, market and specific risks of the asset).

Key assumptions include management's estimates of future profitability, replacement capital expenditure requirements, discount rates, customer retention/replacement and the ability to maintain margin through the pass through of input cost inflation. The values applied to each of the key assumptions are derived from a combination of internal and external factors based on historical experience and take into account the stability of cash flows typically associated with these groups of CGUs.

In 2013, the Business recorded impairment of goodwill allocated to Europe, reflecting difficult trading conditions. Accordingly, an impairment charge of €11 million was recorded in the year ended December 31, 2013.

The additional disclosures required under IAS 36 in relation to significant goodwill amounts arising in the groups of CGUs are as follows:

	Europe

	(in euro millions)
*2014*
Carrying amount of goodwill		271		23
Excess of recoverable amount		1,178		126
Pre-tax discount rate applied		10.5	%	10.4	%
Growth rate applied for terminal value		2.5	%	3.5	%

*2013*
Carrying amount of goodwill		271		21
Excess of recoverable amount		750		32
Pre-tax discount rate applied		11.9	%	12.4	%
Growth rate applied for terminal value		2.0	%	2.0	%

*2012*
Carrying amount of goodwill		290		22
Excess of recoverable amount		561		21
Pre-tax discount rate applied		11.3	%	13.3	%
Growth rate applied for terminal value		1.9	%	1.9	%

*2011(1)*
Carrying amount of goodwill		280		22
Excess of recoverable amount		417		7
Pre-tax discount rate applied		11.6	%	13.3	%
Growth rate applied for terminal value		1.9	%	2.0	%

Excluding the specific impairment in 2013, sensitivity analysis was performed reflecting potential variations in assumptions as to growth rates and discount rates. In all cases the recoverable values calculated were in excess of the carrying value of the CGUs. The variation applied to terminal value growth rates and discount rates was –75/+75 basis points in 2014 and –50/+50 basis points in 2013 and 2012 and –35/+35 basis points in 2011 respectively.

	Land and buildings

	(in euro millions)
Cost
At January 1, 2012		171		1,075		1,246
Acquisitions		5		62		67
Additions		2		77		79
Disposals		(1	)	(16	)	(17	)
Impairment		—		(116	)	(116	)
Transfers		3		(3	)	—
Exchange		1		4		5

At December 31, 2012		181		1,083		1,264

Depreciation
At January 1, 2012		(4	)	(66	)	(70	)
Charge for the year		(5	)	(66	)	(71	)
Disposals		(1	)	14		13

At December 31, 2012		(10	)	(118	)	(128	)

Net book value
At January 1, 2012		167		1,009		1,176

At December 31, 2012		171		965		1,136

	Land and buildings

	(in euro millions)
Cost
At January 1, 2013		181		1,083		1,264
Additions		1		112		113
Disposals		(2	)	(24	)	(26	)
Impairment		—		(113	)	(113	)
Transfers		18		(18	)	—
Exchange		(3	)	(27	)	(30	)

At December 31, 2013		195		1,013		1,208

Depreciation
At January 1, 2013		(10	)	(118	)	(128	)
Charge for the year		(5	)	(73	)	(78	)
Disposals		1		21		22
Exchange		—		2		2

At December 31, 2013		(14	)	(168	)	(182	)

Net book value
At December 31, 2013		181		845		1,026

	Land and buildings

	(in euro millions)
Cost
At January 1, 2014		195		1,013		1,208
Divestment		(6	)	(95	)	(101	)
Additions		—		160		160
Disposals		(6	)	(15	)	(21	)
Impairment		(4	)	(33	)	(37	)
Exchange		4		25		29

At December 31, 2014		183		1,055		1,238

Depreciation
At January 1, 2014		(14	)	(168	)	(182	)
Charge for the year		(4	)	(67	)	(71	)
Divestment		1		30		31
Disposals		—		14		14
Exchange		—		(3	)	(3	)

At December 31, 2014		(17	)	(194	)	(211	)

Net book value
At December 31, 2014		166		861		1,027

Depreciation expense of €68 million (2013: €75 million, 2012: €68 million) has been charged in cost of sales and €3 million (2013: €3 million, 2012: €3 million) in SGA expenses.

The impairment charges are the sum of exceptional impairment and non-exceptional impairment. In 2014, €36 million of exceptional impairment of specific property, plant and equipment that is no longer in use was impaired and €1 million of non-exceptional impairment in Europe. In 2013, €107 million of exceptional impairment of long lived assets in the Europe segment was incurred and €6 million of non-exceptional impairment in Europe. In 2012, €116 million of exceptional impairment of long lived assets was incurred, of which €110 million occurred in Europe and €6 million occurred in North America.

Transfers primarily relate to the reclassification of construction in progress to the applicable classification within property, plant and equipment.

Construction in progress at December 31, 2014 was €40 million (2013: €76 million, 2012: €62 million, 2011: €38 million).

Included in property, plant and equipment is an amount for land of €51 million (2013: €57 million, 2012 €55 million, 2011: €52 million).

No interest was capitalized in the year (2013: €nil, 2012: €nil, 2011: €nil).

The impairments for the year ended December 31, 2014 include exceptional charges of €36 million, €29 million of which occurred in Europe and €7 million in North America. These impairments were idle assets identified throughout the Business which had no significant forecasted value in use. These assets have been impaired to their estimated residual value.

The impairments for the year ended December 31, 2013 include exceptional charges of €107 million (all in Europe). The impairments were triggered by difficult trading conditions and an industry wide realignment of capacity in our markets. Recoverable amount is the higher of value in use or fair value less cost to sell ("FVLCTS"). The key assumptions included growth rates ranging from 2.0% to 2.7% and pre-tax discount rates ranging from 10.1% to 13.0%. If the estimated growth rates applied for terminal values or discount rates were adjusted by a range of +/–25 basis points the impact on the level of impairment recorded would not be material.

The impairments for the year ended December 31, 2012 include exceptional charges of €116 million of which €110 million related to Europe and €6 million related to North America. The impairment includes certain plant and equipment that Ardagh no longer expected to use following the implementation of its metal footprint reorganization. Recoverable amount is the higher of VIU or FVLCTS and in the case of assets that will no longer be used following the footprint reorganization it is the residual value of the assets. Management considers that the level of impairment recorded appropriately reflects downside risk in the impairment model (which has been derived on a VIU basis). The key assumptions included growth rates ranging from 1.9% to 2.0% and pre-tax discount rate of 13.4%. If the estimated growth rates applied for terminal values or discount rates were adjusted by a range of +/–25 basis points or +/–50 basis points, respectively, the impact on the level of impairment recorded would not be material.

The depreciation charge for capitalized leased assets was €1 million (2013: €2 million, 2012: €1 million, 2011: €1 million), and the related finance charges were €nil (2013: €nil, 2012: €nil, 2011: €nil). The net carrying amount is €8 million (2013: €9 million, 2012: €12 million, 2011: €4 million).

The Business had annual commitments under non-cancellable operating leases which expire:

The following capital commitments in relation to property, plant and equipment were authorized by management, but have not been provided for in the Combined Financial Statements:

At December 31, 2014, other non-current assets of €5 million (2013: €6 million, 2012: €7 million, 2011: €6 million) include €3 million (2013: €3 million, 2012: €3 million, 2011: €nil) relating to the Business' investment in its joint venture.

The movement in deferred tax assets and liabilities during the year was as follows:

	Assets

	(in euro millions)
At January 1, 2012		83		(228	)	(145	)
Acquisitions		3		(8	)	(5	)
(Charged)/credited to the Combined Income Statement		(3	)	19		16
Credited to the Combined Statement of Other Comprehensive Income		11		2		13
Reclassification		(3	)	3		—
Exchange		—		(1	)	(1	)

At December 31, 2012		91		(213	)	(122	)
(Charged)/credited to the Combined Income Statement		(12	)	32		20
Credited to the Combined Statement of Other Comprehensive Income		2		—		2
Reclassification		1		(1	)	—
Exchange		(2	)	2		—

At December 31, 2013		80		(180	)	(100	)
Credited/(charged) to the Combined Income Statement		30		(16	)	14
Credited to the Combined Statement of Other Comprehensive Income		13		—		13
Divestments		(7	)	8		1
Exchange		3		(3	)	—

At December 31, 2014		119		(191	)	(72	)

	At December 31,

	2014			2013			2012			2011(1)
	(in euro millions)
Tax losses		31			18			23			29
Employee benefit obligations		47			34			31			20
Property, plant and equipment and intangible assets		19			13			19			18
Provisions		15			10			10			8
Other		7			5			8			8

		119			80			91			83
Available for offset		(57	)		(40	)		(54	)		(48	)

Deferred tax assets		62			40			37			35



Property, plant and equipment and intangible assets		(184	)		(172	)		(206	)		(220	)
Other		(7	)		(8	)		(7	)		(8	)

		(191	)		(180	)		(213	)		(228	)
Available for offset		57			40			54			48

Deferred tax liabilities		(134	)		(140	)		(159	)		(180	)

The deferred tax credit relating to the Combined Income Statement is analyzed as follows:

Deferred tax assets are only recognized on tax loss carry-forwards to the extent that the realization of the related tax benefit through future taxable profits is probable based on management's forecasts. The Business did not recognize deferred tax assets of €42 million (2013: €45 million, 2012: €40 million, 2011: €29 million) in respect of tax losses amounting to €158 million (2013: €163 million, 2012: €139 million, 2011: €91 million) that can be carried forward against future taxable income due to uncertainty regarding their utilization.

No provision has been made for temporary differences applicable to investments in subsidiaries as the Business is in a position to control the timing of reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Given that exemptions and tax credits would be available in the context of the Business' investments in subsidiaries in the majority of jurisdictions in which it operates, the aggregate amount of temporary differences in respect of which deferred tax liabilities have not been recognized would be immaterial.

The fair values of trade and other receivables approximate the amounts shown above.

The majority of the provision above relates to balances which are more than six months past due.

The ageing analysis of trade receivables past due but not impaired is as follows:

In addition to cash and cash equivalents of €45 million (2013: €45 million, 2012: €95 million, 2011: €125 million), the Business had €6 million (2013: €7million, 2012: €6 million, 2011: €6 million) of restricted cash at December 31, 2014. The restricted cash primarily relates to bank guarantees in the United States and early retirement plans in Germany.

The Business does not have its own treasury function. Treasury and capital have been managed centrally by Ardagh. Financial risk management has been carried out by a central Ardagh team (Group Treasury) under policies approved by the directors of Ardagh. As described in note 2, the borrowings reported within these financial statements are principally an allocation of corporate borrowings together with certain specific borrowings directly attributable to the Business.

Ardagh's objectives when managing capital have been to safeguard its ability to continue as a going concern and provide returns to stakeholders. Ardagh has funded its operations primarily from the following sources of capital: borrowings, cash flow and shareholders' equity. Ardagh has aimed to achieve a capital structure that results in an appropriate cost of capital to accommodate material investments or acquisitions, while providing flexibility in short and medium term funding. It has also aimed to maintain a strong balance sheet and to provide continuity of financing by having a range of maturities and borrowing from a variety of sources. The overall treasury objectives have been to ensure sufficient funds are available for Ardagh to carry out its strategy and to manage certain financial risks to which it is exposed, details of which are provided below.

Financial risks have been managed, on an on-going basis, by Ardagh on the advice of Group Treasury and senior management. Ardagh has not permitted the use of treasury instruments for speculative purposes, under any circumstances. Group Treasury has regularly reviewed the level of cash and debt facilities required to fund its activities, planned for repayments and refinancing of debt, and identified an appropriate amount of headroom to provide a reserve against unexpected funding requirements.

One of Ardagh's key metrics has been the ratio of total Ardagh net debt as a multiple of Adjusted EBITDA. As at December 31, 2014, 2013 and 2012 and 1 January 2012, the ratios for the Business were:

The Business' activities expose it to a variety of financial risks: interest rate risk, currency exchange risk, commodity price risk, credit risk, liquidity risk and capital risk.

Ardagh's policy, in the management of interest rate risk, has been to strike the right balance between the Group's fixed and floating rate financial instruments. The balance struck by Ardagh's Executive Committee has been dependent on prevailing interest rate markets at any point in time.

The total debt including allocated related party debt pertaining to the Business as at December 31, 2014 had a weighted average rate of 6.5% (2013: 7.5% and 2012: 8.1%).

Holding all other variables constant, including levels of indebtedness, at December 31, 2014 a one percentage point increase in variable interest rates would have increased pre-tax interest expense by €5 million (2013: €2 million and 2012: not material).

The Business operates in 20 countries. The Business' main translation exposure in the year to December 31, 2014, was in relation to US dollar, British pounds, Czech koruna and Polish zloty. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities, and net investments in foreign operations.

Fluctuations in the value of these currencies with respect to the euro may have a significant impact on the Business' financial condition and results of operations as reported in euro. The Business believes that a strengthening of the euro exchange rate by 1% against all other foreign currencies from the December 31, 2014 rate would reduce invested capital by €5 million (2013: €2 million, 2012: €2 million).

The Business has been exposed to changes in prices of its main raw materials, primarily steel and aluminum. Commodity price risk has been managed by Ardagh Group Treasury. Furthermore, the relative price of oil and its products may materially impact our business, affecting our transport, lacquer and ink costs. Steel has generally been obtained under one year contracts with prices that are usually fixed in advance for each year of the contract. When such contracts are renewed in the future, our steel costs under such contracts will be subject to prevailing global steel and/or tinplate prices at the time of renewal, which may be different from historical prices. Unlike steel, where there is no functioning hedging market, aluminum is traded daily as a commodity (priced in U.S. dollars) on the

London Metal Exchange. The price and foreign currency risk on these aluminum purchases is hedged by entering into swaps under which the Group pays a fixed euro price.

Credit risk has been managed by Ardagh on a Group basis. Credit risk has arisen from deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables. Ardagh's policy has been to place excess liquidity on deposit, only with recognized and reputable financial institutions. For banks and financial institutions, only independently rated parties with a minimum rating of 'A' have been accepted, where possible.

The credit ratings of banks and financial institutions have been monitored to ensure compliance with Ardagh policy. Ardagh policy has been to extend credit to customers of good credit standing. Credit risk has been managed, on an on-going basis by dedicated people within the Group. The Group's policy for the management of credit risk in relation to trade receivables has involved periodically assessing the current financial standing of customers, taking into account their financial position, past experience and other factors. Provisions have been made, where deemed necessary, and the utilization of credit limits has been regularly monitored. Management does not expect any significant counterparty to fail to meets its obligations. The maximum exposure to credit risk is represented by the carrying amount of each asset. For the year ended December 31, 2014, the Business' ten largest customers accounted for 32% of total revenues (2013: 33%, 2012: 29%). There is no recent history of default with these customers.

The Business is exposed to liquidity risk which arises primarily from the maturing of short-term and long-term debt obligations. Ardagh's policy has been to ensure that sufficient resources are available either from cash balances, cash flows or undrawn committed bank facilities, to ensure all obligations can be met as they fall due.

Cash flow forecasting is performed in the operating entities of Ardagh and is aggregated by Ardagh Group Treasury. Ardagh Group Treasury has monitored rolling forecasts of Ardagh's liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that Ardagh does not breach borrowing limits or covenants on any of its borrowing facilities. Such forecasting has taken into consideration Ardagh's debt financing plans, covenant compliance and compliance with internal balance sheet ratio targets.

See the basis of preparation, 'note 2' for a description of related party debt. Movements in the allocated related party debt have been treated as movements in invested capital, representing Ardagh's investment in the Business. Interest payable on related party debt forms part of invested capital. Related party debt is considered to be non-current as it will not remain a liability upon completion of the separation.

An allocation of Ardagh corporate debt attributable to the Business has been made based on the leverage ratios of Ardagh (calculated as corporate debt for allocation, divided by EBITDA before exceptional items). The leverage ratio applied in allocating related party debt for 2014 was 6.2x and 6.0x for 2013 and 2012 and 4.6x for 2011 respectively. The allocated corporate debt is calculated as total Ardagh borrowings less borrowings and cash directly attributable to Ardagh's Glass and Metal businesses.

Outlined in the table below, is the corporate debt of Ardagh at December 31, 2014, 2013 and 2012 and January 1, 2012 upon which the allocation of related party debt attributable to the Business has been made.

						Amount drawn as at December 31,

		Maximum amount drawable		Final maturity date	Facility type	Amount drawn as at December 31,
Facility	Currency	Maximum amount drawable		Final maturity date	Facility type	2014		2013		2012		2011(1)
	(in local currency millions)					(in euro millions)
9.25% First Priority Senior Secured Notes due 2016	EUR		300	01-Jul-16	Bullet		—		—		300		300
7.375% First Priority Senior Secured Notes due 2017	EUR		1,085	15-Oct-17	Bullet		—		1,085		1,085		825
7.375% First Priority Senior Secured Notes due 2017	USD		860	15-Oct-17	Bullet		—		624		652		271
7.125% Senior Notes due 2017	EUR		310	15-Jun-17	Bullet		—		310		310		310
8³/4% Senior Notes due 2020	EUR		180	01-Feb-20	Bullet		180		180		180		180
9.250% Senior Notes due 2020	EUR		475	15-Oct-20	Bullet		475		475		475		475
9.125% Senior Notes due 2020	USD		920	15-Oct-20	Bullet		758		667		697		348
5.000% First Priority Senior Secured Notes due 2022	EUR		250	15-Nov-22	Bullet		—		250		—		—
4.875% First Priority Senior Secured Notes due 2022	USD		420	15-Nov-22	Bullet		—		305		—		—
7.000% Senior Notes due 2020*	USD		850	15-Nov-20	Bullet		—		617		—		—
USD Term Loan B Facility due 2019	USD		500	17-Dec-19	Amortizing		—		361		—		—
EUR Term Loan B Facility due 2019	EUR		130	17-Dec-19	Amortizing		—		129		—		—
4.250% First Priority Senior Secured Note	EUR		1,155	15-Jan-22	Bullet		1,155		—		—		—
First Priority Senior Secured Floating Rate Notes	USD		1,110	15-Dec-19	Bullet		914		—		—		—
6.00% Senior Notes	USD		440	30-Jun-21	Bullet		362		—		—		—
7.000% Senior Notes	USD		150	15-Nov-20	Bullet		123		—		—		—
6.250% Senior Notes	USD		415	31-Jan-19	Bullet		342		—		—		—
6.750% Senior Notes	USD		415	31-Jan-21	Bullet		342		—		—		—
USD Term Loan B Facility	USD		695	17-Dec-19	Amortizing		572		—		—		—
Other borrowings	EUR		1		Amortizing/ Revolving		—		—		1		—

Total Ardagh corporate debt							5,223		5,003		3,700		2,709

Ardagh corporate net debt for allocation							4,879		3,757		3,565		2,563

Bank loans and other borrowings were obligations of the legal entities forming the Business historically and so were directly attributable to the Business; details of the indebtedness are included in the table below.

						Amount drawn as at December 31,

		Maximum amount drawable		Final maturity date	Facility type	Amount drawn as at December 31,
	Currency	Maximum amount drawable		Final maturity date	Facility type	2014		2013		2012		2011(1)
	(in local currency millions)					(in euro millions)
BOSI Australasian Senior Banking Facility Agreement	AUD		91	21-Dec-13	Bullet		—		—		71		70
BOSI Australasian Senior Banking Facility Agreement	AUD		2	21-Dec-13	Amortizing		—		—		1		3
US Equipment Financing Facility	USD		—	01-Sep-17	Amortizing		7		8		10		12
US Real Estate Financing Facility	USD		—	01-Sep-21	Amortizing		5		5		5		5
BNL Receivable Discounting Facility	EUR		25	31-Dec-12	Revolving		—		—		—		16
Italian Receivable Discounting Facility	EUR		26	—	Revolving		—		—		—		9
Finance lease obligations			—		Amortizing		6		7		8		9
Other borrowings	EUR		4		Amortizing/ Revolving		4		4		7		10

Total Business borrowings							22		24		102		134

The fair value of bank loans and other borrowings that were directly attributable to the Business is equivalent to their carrying value.

The Business uses the following hierarchy of valuation techniques for determining and disclosing the fair value of financial instruments:

All derivative liabilities mature within one year. There were no transfers between level 1 and level 2 during the year.

The Business hedges a substantial portion of its anticipated aluminum purchases. Excluding conversion and freight costs, the physical aluminum deliveries are priced based on the average price of aluminum on the LME for the relevant month. The aluminum derivatives contracts were entered into by the legal entities forming the Business.

Fair values have been based on LME-quoted market prices and there has been no change in the valuation techniques (level 1). The fair value of these contracts when initiated is €nil; no premium is paid or received.

The Business held an interest rate swap contract with fair values as at the end of the reporting periods which have been estimated based on the interbank interest rate market as at those dates (level 2). The interest rate swap was entered into by a legal entity forming part of the Business.

The Business operates defined benefit and defined contribution pension schemes in most of its countries of operation. The principal funded defined benefit schemes, which are funded by contributions to separate administered funds, are in the Netherlands and the United Kingdom. Other defined benefit schemes are unfunded and the provision is recognized in the Combined Statement of Financial Position. The principal unfunded schemes are in Germany.

As at December 31, 2014, the German, Dutch and British schemes discussed above account for 98% of the liabilities (2013: 96%, 2012: 96%, and 2011: 94%) and 98% of the assets (2013: 96%, 2012: 96%, and 2011: 96%)

In addition, the Business has other employee benefit obligations in certain territories.

The pension plans in Germany operate under the framework of German Company Pension Law (BetrAVG) and general regulations based on German Labour Law. The entitlements of the plan members depend on years of service and final salary. Furthermore the plan provides lifelong pensions. No separate assets are held in trust, i.e. the plan is an unfunded Defined Benefit Plan.

The Dutch pension plans operate under the framework of Dutch fiscal and pension law (Pensioenwet). As a consequence, the Dutch plan are executed by and financed within a separate legal

entity, in this case the Business' own local pension fund. The Dutch pension fund has a board of trustees that operates independent from the company. The Dutch plan has to comply with funding requirements that are set by the regulator, the Dutch National Bank.

The Impress Metal Packaging (1998) Pension Plan (the 'UK Plan') is a trust-based UK funded final salary defined benefit scheme providing pensions and lump sum benefits to members and dependants. The UK Plan has been closed to future accrual from 1 July 2014 with pensions calculated based on service to the point of closure, but with members' benefits retaining a final salary link while employed by the Business.

The UK Plan is governed by a board of trustees which is independent of the Business. The trustees are responsible for managing the UK Plan's operation, funding and investment strategy. The UK Plan is subject to the UK regulatory framework, the requirements of the Pensions Regulator and is subject to a statutory funding objective.

The liabilities of all schemes subject the Business to the following major risks:

The contribution rates to the funded plans are agreed with the Trustee boards, plan actuaries and the local pension regulators periodically. The contributions paid in 2014 were those recommended by the actuaries.

Total employee obligations recognized in the Combined Statement of Financial Position of €261 million (2013: €214 million, 2012: €219 million, 2011: €177 million) include other employee benefit obligations of €32 million (2013: €30 million, 2012: €34 million, 2011: €27 million).

	For the year ended December 31,

	2014			2013			2012
	(in euro millions)
Re-measurement of defined benefit obligation:
Actuarial loss arising from changes in demographic assumptions		(1	)		—			—
Actuarial loss arising from changes in financial assumptions		(100	)		(21	)		(94	)
Actuarial gain arising from changes in experience		2			5			8

		(99	)		(16	)		(86	)
Re-measurement of plan assets:
Actual return less expected return on plan assets		58			10			48

Actuarial loss for the year on pension benefits		(41	)		(6	)		(38	)
Actuarial loss on other end of service employee benefits		(3	)		(1	)		(4	)

		(44	)		(7	)		(42	)

The actual return on plan assets resulted in a gain of €78 million in 2014 (2013: €28 million, 2012: €72 million).

	At December 31,

	Obligations									Assets
	2014			2013			2012			2014			2013			2012
	(in euro millions)
Beginning of year		(720	)		(711	)		(615	)		536			526			465
Disposed		10			—			—			(11	)		—			—
Interest income (note 18)		—			—			—			20			18			24
Current service cost		(12	)		(10	)		(10	)		—			—			—
Past service gain		2			9			—			—			—			—
Interest expense (note 18)		(27	)		(25	)		(31	)		—			—			—
Administration expenses paid from plan assets		—			—			—			(1	)		—			—
Re-measurements		(99	)		(16	)		(86	)		58			10			48
Assets extinguished on settlements		—			—			—			(1	)		(1	)		(2	)
Employer contributions		—			—			—			9			10			11
Employee contributions		(3	)		(3	)		(3	)		3			3			3
Benefits paid		32			33			33			(25	)		(25	)		(24	)
Exchange		(7	)		3			1			7			(5	)		1

End of year		(824	)		(720	)		(711	)		595			536			526

The defined benefit obligations above include €196 million (2013: €161 million, 2012: €162 million, 2011: €123 million) of unfunded obligations.

The pension assets do not include any of the Business' ordinary shares, other securities or other Business assets.

The choice of investments takes account of the expected maturity of the future benefit payments. The plans invest in diversified portfolios consisting of an array of asset classes that attempt to maximize

returns while minimizing volatility. The asset classes include national and international equities, fixed income government and non-government securities and real estate, as well as cash.

The principal pension assumptions used in the preparation of the accounts take account of the different economic circumstances in the countries of operations and the different characteristics of the respective plans, including the length of duration of liabilities.

The ranges of the principal assumptions applied in estimating defined benefit obligations were:

Assumptions regarding future mortality experience are set based on actuarial advice in accordance with published statistics and experience.

The impact of the discount rate differing by 50 basis points from management's estimates is that the carrying amount of pension obligations would be an estimated €28 million lower or €32 million higher at December 31, 2014.

The impact of the inflation rate differing by 50 basis points from management's estimates is that the carrying amount of pension obligations would be an estimated €25 million lower or €27 million higher at December 31, 2014.

The impact of the salary rate of increase differing by 50 basis points from management's estimates is that the carrying amount of pension obligations would be an estimated €10 million lower or €11 million higher at December 31, 2014.

The impact of increasing the expected longevity by one year would result in an increase in the Business' liability of €10 million at December 31, 2014.

The Business' best estimate of contributions expected to be paid to defined benefit plans in 2015 is €15 million.

Nature of the schemes	Europe UK		Europe Germany		Europe Netherlands

	Funded		Unfunded		Funded
2014
Active members		118		700		921
Deferred members		412		502		2,038
Pensioners including dependents		344		839		3,139
Weighted average duration (years)		21		17		16
2013
Active members		118		742		921
Deferred members		412		511		2,038
Pensioners including dependents		344		791		3,139
Weighted average duration (years)		19		16		16
2012
Active members		120		786		1,021
Deferred members		415		517		2,017
Pensioners including dependents		354		674		3,198
Weighted average duration (years)		20		19		19
2011(1)
Active members		140		853		1,125
Deferred members		424		500		2,151
Pensioners including dependents		325		689		3,286
Weighted average duration (years)		20		19		19

The Business also has defined contribution plans; the contribution expense associated with these plans for 2014 was €5 million (2013: €5 million, 2012: €5 million). The Business' best estimate of the contributions expected to be paid to these plans in 2015 is €5 million.

End of service employee benefits comprise principally, amounts due to be paid to employees leaving the Business' service in France and Italy. Long term employee benefit obligations comprise amounts due to be paid under partial retirement contracts in Germany and other obligations to pay benefits primarily related to long service awards.

Other payables and accruals mainly comprise accruals for operating expenses, deferred income, accruals for value added taxes, and tax and social security payables.

The majority of non-current provisions are expected to be utilized within the next five years.

	Restructuring

	(in euro millions)
At January 1, 2012		21		17		38
Provided		30		3		33
Released		(2	)	(2	)	(4	)
Paid		(25	)	(5	)	(30	)

At December 31, 2012		24		13		37



At January 1, 2013		24		13		37
Provided		6		3		9
Released		(1	)	(2	)	(3	)
Paid		(19	)	(4	)	(23	)

At December 31, 2013		10		10		20



At January 1, 2014		10		10		20
Disposed		(4	)	—		(4	)
Provided		24		19		43
Released		(2	)	(2	)	(4	)
Paid		(9	)	(4	)	(13	)

At December 31, 2014		19		23		42

The restructuring provision relates to redundancy and other restructuring costs. Other provisions relate to probable environmental claims, customer quality claims, and onerous leases.

Finance income and expense are not allocated to segments as these are reviewed on a Business wide basis. Performance of the operating segments is assessed based on adjusted EBITDA, which is defined as operating profit/(loss) for the period before depreciation, amortization, and non-exceptional impairment and exceptional items. Segment revenue derives entirely from sales to external customers.

Segment assets consist of property, plant and equipment, intangible assets, inventories, trade and other receivables.

Capital expenditure comprises additions to intangible assets excluding goodwill (note 3), and property, plant and equipment (note 4). Capital expenditure incurred in the discontinued operation, metal can packaging operations in Australia and New Zealand (note 22), for €2 million in 2014 (2013: €4 million, 2012: €14 million) are excluded from segment results as presented.

No one customer accounted for greater than 10% of total revenue in 2014, 2013 or 2012.

Total revenue and non-current assets, excluding financial instruments, taxes, pensions and goodwill arising on acquisitions, in countries which account for more than 10% of total revenue or non-current assets are as follows:

	Continuing operations

	For the year ended December 31,
	2014			2013			2012
	(in euro millions)
Impairment—property, plant and equipment		(36	)		(107	)		(116	)
Restructuring costs		(18	)		(7	)		(16	)
Impairment—working capital		(8	)		(1	)		(1	)
Plant start-up costs		(18	)		(4	)		—
Past service credit (note 12)		—			7			—

Exceptional items—cost of sales		(80	)		(112	)		(133	)

Restructuring costs		(7	)		(2	)		(1	)
Acquisition costs		—			—			(2	)
Gain on disposal of business (note 21)		9			—			—
Past service credit (note 12)		—			2			—
Impairment—goodwill and other intangibles		(11	)		(11	)		—

Exceptional items—SGA expenses		(9	)		(11	)		(3	)

Total exceptional items		(89	)		(123	)		(136	)

Exceptional items are those that in management's judgment need to be disclosed by virtue of their size, nature or incidence.

	Continuing operations

	For the year ended December 31,
	2014			2013			2012
	(in euro millions)
Loss before tax		(37	)		(123	)		(102	)
Loss before tax multiplied by the standard rate of UK corporation tax: 21.5% (2013: 23.25%, 2012: 24.5%)		8			29			25
Reversal of previously recognized tax losses on which deferred income tax assets were recognized		—			(2	)		(9	)
Tax losses for which no deferred income tax asset was recognized		(7	)		(4	)		(1	)
Re-measurement of deferred taxes		—			1			1
Adjustment in respect of prior years		—			(5	)		2
Income subject to other taxes		(4	)		(5	)		(4	)
Income taxed at rates other than standard tax rates		4			10			1
Non-deductible items		(2	)		(2	)		—
Other		5			7			(5	)

Income tax credit		4			29			10

The total tax credit outlined above for each year includes tax credits of €18 million in 2014 (2013: €30 million, 2012: €20 million) in respect of exceptional items.

Following the enactment of legislation in the UK, the main rate of UK corporation tax was reduced from 26% to 24% effective April 1, 2012, to 23% effective April 1, 2013 and to 21% effective April 1, 2014.

Relevant deferred tax balances have been re-measured due to changes in substantively enacted tax rates as at December 31, 2013 in the UK, Denmark, Canada and Ukraine and as at December 31, 2012 in the UK, Canada, Ukraine, Japan and South Korea.

Income subject to other taxes is primarily attributable to state and local taxes in certain jurisdictions.

	For the year ended December 31,

	2014			2013			2012
	(in euro millions)
Loss before tax from continuing operations		(37	)		(123	)		(102	)
Adjustments:
Depreciation		63			72			65
Amortization		23			23			21
Net finance expense (note 18)		107			111			135
Non-exceptional impairment charges		1			6			—
Exceptional items (note 17)		89			123			136
Movement in working capital		12			(45	)		(63	)
Movement on non-working capital payables		(11	)		2			(6	)
Exceptional acquisition-related, disposal and plant start-up costs paid		(18	)		(8	)		(2	)
Exceptional restructuring paid		(11	)		(22	)		(20	)

Cash from operating activities of continuing operations		218			139			164
Cash from operating activities of discontinued operation (note 22)		—			3			9

Cash from operating activities		218			142			173

During the year ended December 31, 2014 the Business disposed of a business in American Samoa. Total cash consideration of €21 million was received and a gain of €9 million was recognized.

Prior to the divestment, the disposal contributed revenue of €34 million and operating profit of €4 million to the Business' results for the year ended December 31, 2014.

If the disposal had occurred on January 1, 2014 revenue and operating profit for the Business from continuing operations for the year ended December 31, 2014 would have been €1,816 million and €66 million respectively.

On March 1, 2012, Ardagh completed the purchase of 100% of the equity of Boxal France SAS, Boxal Netherlands BV and the assets of Szenna Pack Kft. from Exal Corporation (referred to collectively as "Boxal"). Boxal is an aluminum container manufacturer supplying aerosols and bottles to a wide variety of industries including cosmetics, pharmaceutical, food and beverages and has manufacturing plants principally in France and the Netherlands with a total annual capacity of nine hundred million containers.

The acquisition represented a strategic diversification into the aluminum can end-market and enhanced the Business product offering.

Since the closing of the Boxal acquisition on March 1, 2012, it has been integrated into the Business in Europe.

The purchase price was allocated to assets acquired and liabilities assumed based on fair values.

Cash consideration of €84 million was paid for the purchase of Boxal by Ardagh and accordingly no cash outflow was recorded in the Business' Combined Statement of Cash Flows. The assets and liabilities recognized as a result of the acquisition have been determined as at December 31, 2012 as follows:



Cash and cash equivalents	5
Property, plant and equipment	67
Deferred tax assets	3
Investment in joint ventures	3
Inventories	18
Trade and other receivables	26
Trade and other payables	(33	)
Other employee benefit obligations	(3	)
Employee end of service obligations	(1	)
Borrowings	(1	)
Income tax payable	(3	)
Deferred tax liabilities	(8	)

Total identifiable net assets	73
Goodwill	11

Net assets acquired	84

The allocations set forth above are based on management's estimate of the fair values. The detailed reviews of the fair values of land and buildings, plant and equipment and intangible assets involving outside specialists are complete.

The goodwill arising on the acquisition is disclosed within the Europe segment. The goodwill arising from the acquisition is attributable to acquired workforce, market position in aluminum can

packaging as well as anticipated synergies from a more cost effective manufacturing foot-print through Szenna-Pack. The goodwill recognized is not deductible for income tax purposes.

The fair value of trade and other receivables included trade receivables with a fair value of €16 million.

The revenue included in the Combined Statement of Comprehensive Income for the year ended December 31, 2012 contributed by Boxal, was €93 million. Boxal also contributed operating profit of €nil for the same period.

If the acquisition had occurred on January 1, 2012, the revenue for the Business from continuing operations for the year ended December 31, 2012 would have been €1,931 million.

On December 31, 2014, the Business completed the disposal of its metal can packaging operation in Australia and New Zealand to Jamestrong Australasia Holdings Pty Ltd for a gross consideration of €57 million. The disposal resulted in a loss before tax of €46 million which has been recognized as discontinued operation in the Combined Income Statement.

	For the year ended December 31,

	2014			2013			2012
	(in euro millions)
Loss before tax from discontinued operation		(46	)		(3	)		(12	)
Adjustments:
Depreciation		8			6			6
Net finance expense		1			1			6
Loss on disposal		44			—			—
Exceptional items		2			3			12
Movement in working capital		2			1			(5	)
Movement on non-working capital payables		(8	)		(3	)		6
Exceptional restructuring paid		(3	)		(2	)		(4	)

Cash from discontinued operation		—			3			9



Interest paid		—			(2	)		(6	)
Income tax received/(paid)		1			(3	)		1

Cash (used)/from operating activities of discontinued operation		1			(2	)		4

At December 31, 2014, the Business owed €1 million (2013: €1 million, 2012: €nil, 2011: €nil) to Copal SAS, its only joint venture. During 2014, the Business incurred €4 million (2013: €4 million, 2012: €4 million) for raw materials purchased from Copal SAS. The 50% equity interest is held by Ardagh Aluminium Packaging France SAS, a controlled company of the Business.

The pension schemes are related parties. For details of all transactions during the year, please see note 12.

The Combined Financial Statements reflect the following related party transactions recorded through invested capital:

The analysis of the above transactions recorded through invested capital as disclosed in the Statement of Changes in Invested Capital, is set out in the table below:

	For the year ended December 31,

	2014			2013			2012
	(in euro millions)
Change in allocated related party debt		(237	)		263			(157	)
Interest on related party debt		98			101			120
Corporate cost allocation		18			21			24
Change in intercompany balances		(19	)		4			2
Capital contribution—Boxal net assets		—			—			84
Other capital contributions		—			—			35
Cash remitted to Ardagh		(136	)		(37	)		(117	)
Tax offset in invested capital		(5	)		(12	)		(13	)

		(281	)		340			(22	)

At 1 January 2012, the transition date to IFRS, related party debt of €1,384 million was allocated to the Business and included in invested capital. At the same date intercompany balances of €183 million payable by the Business to Ardagh were included in invested capital.

Other than as noted above, management believes that there were no related party transactions that had a material effect on the financial position or the performance of the Business.

The Business is regulated under various national and local environmental, occupational health and safety and other governmental laws and regulations relating to:

The Business believes, based on current information that it is in substantial compliance with applicable environmental laws and regulations and permit requirements. It does not believe it will be required, under both existing or anticipated future environmental laws and regulations, to expend amounts, over and above the amount accrued, which will have a material effect on its business, financial condition or results of operations or cash flows. In addition, no material proceedings against the Business arising under environmental laws are pending.

A national competition authority in Europe has initiated an antitrust investigation involving metal packaging manufacturers including Ardagh. Given the early stage of the investigation, it cannot reasonably be assessed what actions or costs, if any, the process will ultimately result in and accordingly no provision has been recognized.

The Business is involved in certain other legal proceedings arising in the normal course of its business. The Business believes that none of these proceedings, either individually or in aggregate, is expected to have a material adverse effect on its business financial condition results of operations or cash flows.

There are no material events after the reporting period relevant to the Business.

Key management are those persons who have the authority and responsibility for planning, directing and controlling the activities of the Business. During the reporting period, the Business was part of Ardagh Group S.A., which is where all decisions, control and key strategy choices were made; therefore the Business does not have any key management. The general management and finance management of the Business have an operative role in relation to the decisions taken at corporate level. The key personnel of Ardagh have controlled and directed the operations of the Business as it was not managed separately. Payments to these personnel are made by a different subsidiary. It is not possible to determine with certainty the charges that the Business received for the mentioned key personnel, although a portion of the key management remuneration is included in the allocations (see note 2).

The Combined Financial Statements include the following operating legal entities, all of which were involved in metal can packaging as of December 31, 2014:

Business	Country of incorporation

Ardagh Metal Packaging Canada Ltd	Canada	100
Ardagh Metal Packaging Czech Republic s.r.o	Czech Republic	100
Ardagh Metal Packaging Hjørring A/S	Denmark	100
Ardagh Aluminium Packaging France SAS	France	100
Ardagh MP West France SAS	France	100
Ardagh Metal Packaging France SAS	France	100
Ardagh Metal Packaging Germany GmbH	Germany	100
Ardagh Germany MP GmbH	Germany	100
Ardagh Aluminium Packaging Hungary Kft	Hungary	100
Ardagh Metal Packaging Hungary Kft	Hungary	100
Ardagh Group Italy S.r.l*	Italy	100
Ardagh Metal Packaging Latvia SIA	Latvia	100
Ardagh Metal Packaging Morocco SAS	Morocco	100
Ardagh Aluminium Packaging Netherlands B.V.	Netherlands	100
Ardagh Metal Packaging Netherlands B.V.	Netherlands	100
Ardagh Metal Packaging Poland Sp. z o.o.	Poland	100
Ardagh Metal Packaging Buftea S.A.	Romania	100
Ardagh Metal Packaging Kuban LLC	Russia	100
Ardagh Metal Packaging Rus LLC	Russia	100
Ardagh Metal Packaging (Seychelles) Ltd	Seychelles	100
Ardagh Metal Packaging Korea Chusik Hoesa	South Korea	100
Ardagh Metal Packaging Iberica S.A.	Spain	100
Borisat Royal Ardagh Chamkad (Royal Ardagh Limited)	Thailand	55
Ardagh Metal Packaging Ukraine LLC	Ukraine	100
Ardagh Metal Packaging UK Limited	United Kingdom	100
Ardagh Metal Packaging USA Inc.	United States	100

	Note	June 30, 2015

		(in euro millions)
Non-current assets
Intangible assets	3		472		477
Property, plant and equipment	3		1,042		1,027
Deferred tax assets			62		62
Other non-current assets			6		5
Restricted cash	4		7		6

			1,589		1,577

Current assets
Inventories			367		274
Trade and other receivables			377		350
Derivative financial instruments			—		2
Cash and cash equivalents	4		34		45

			778		671

TOTAL ASSETS			2,367		2,248



Invested capital
Invested capital attributable to owner of the parent			(139	)	(109	)
Non-controlling interests			2		2

TOTAL INVESTED CAPITAL			(137	)	(107	)

Non-current liabilities
Related party debt	4		1,605		1,515
Borrowings	4		17		18
Employee benefit obligations	5		260		261
Deferred tax liabilities			136		134
Provisions	6		11		10

			2,029		1,938

Current liabilities
Borrowings	4		4		4
Derivative financial instruments			1		1
Trade and other payables			442		372
Income tax payable			8		8
Provisions	6		20		32

			475		417

TOTAL LIABILITIES			2,504		2,355

TOTAL INVESTED CAPITAL and LIABILITIES			2,367		2,248

		Six months ended

	Note	June 30, 2015			June 30, 2014
		(in euro millions)
Revenue	7		961			891
Cost of sales			(807	)		(760	)

Gross profit			154			131

Exceptional cost of sales	8		16			10
Gross profit before exceptional cost of sales			170			141

SGA expenses before amortization and exceptional SGA costs			(58	)		(56	)
Amortization	7		(12	)		(12	)
Exceptional SGA costs	8		(7	)		(3	)

Operating profit			77			60
Finance expense	9		(54	)		(57	)

Profit before tax			23			3
Income tax charge			(7	)		—

Profit for the period from continuing operations			16			3



Profit for the period from discontinued operation	11		—			2

Profit for the period			16			5



Profit attributable to:
Owner of the parent			16			5
Non-controlling interests			—			—

Profit for the period			16			5

COMBINED INTERIM STATEMENT OF COMPREHENSIVE INCOME FOR
SIX MONTHS ENDED JUNE 30, 2015

		Six months ended

	Note	June 30, 2015			June 30, 2014
		(in euro millions)
Profit for the period			16			5
Other comprehensive income from continuing operations:
Items that may subsequently be reclassified to profit or loss
Foreign currency translation adjustments:
—Arising in the period			17			3

			17			3
Effective portion of changes in fair value of cash flow hedges:
—New fair value adjustments into reserve			(2	)		—
—Movement out of reserve			(1	)		(3	)

			(3	)		(3	)
Items that will not be reclassified to profit or loss
—Re-measurements of employee benefit obligations	5		6			(19	)
—Deferred tax movement on employee benefit obligations			(2	)		6

			4			(13	)

Other comprehensive income/(expense) for the period from continuing operations			18			(13	)

Total comprehensive income/(expense) for the period			34			(8	)



Attributable to:
Owner of the parent			34			(8	)
Non-controlling interests			—			—

Total comprehensive income/(expense) for the period			34			(8	)

THE ARDAGH METAL PACKAGING BUSINESS

COMBINED INTERIM STATEMENT OF CHANGES IN INVESTED CAPITAL FOR THE
SIX MONTHS ENDED JUNE 30, 2015

(UNAUDITED)

	Attributable to owners of the parent

	Invested capital			Foreign currency translation adjustment			Cash flow hedges			Total			Non- controlling interests		Total invested capital
	(in euro millions)
January 1, 2014		269			(2	)		(5	)		262			2		264
Profit for the period		5			—			—			5			—		5
Other comprehensive (expense)/income		(13	)		3			(3	)		(13	)		—		(13	)
Decrease in invested capital		(258	)		—			—			(258	)		—		(258	)

June 30, 2014		3			1			(8	)		(4	)		2		(2	)



January 1, 2015		(125	)		15			1			(109	)		2		(107	)
Profit for the period		16			—			—			16			—		16
Other comprehensive income/(expense)		4			17			(3	)		18			—		18
Decrease in invested capital		(64	)		—			—			(64	)		—		(64	)

June 30, 2015		(169	)		32			(2	)		(139	)		2		(137	)

		Six months ended

		June 30, 2015			June 30, 2014
		(in euro millions)
Cash flows from operating activities
Cash generated from continuing operations	10		75			120
Interest paid			(1	)		(1	)
Income tax paid			(4	)		(2	)
Net cash from operating activities of discontinued operation	11		—			4

*Total cash from operating activities*			70			121

Cash flows from investing activities
Purchase of property, plant and equipment			(38	)		(98	)
Purchase of software and other intangibles			(3	)		(2	)
Proceeds from disposal of property, plant and equipment			5			2
Net cash used in investing activities of discontinued operation			—			(1	)

*Total cash used in investing activities*			(36	)		(99	)

Cash flows from financing activities
Invested capital decrease for the period			(46	)		(30	)
Repayment of borrowings			(2	)		(2	)
Net cash used in financing activities of discontinued operation			—			(1	)

*Net cash used in financing activities*			(48	)		(33	)

Net decrease in cash and cash equivalents			(14	)		(11	)



Cash and cash equivalents at the beginning of the period			45			45
Net decrease in cash and cash equivalents			(14	)		(11	)
Exchange gains on cash and cash equivalents			3			2

Cash and cash equivalents at the end of the period			34			36

THE ARDAGH METAL PACKAGING BUSINESS

NOTES TO THE UNAUDITED COMBINED INTERIM FINANCIAL STATEMENTS

The Combined Interim Financial Statements of the Business have been prepared on a carve-out basis from the Consolidated Interim Financial Statements of Ardagh Group S.A. to represent the financial position and performance of the Business as if the Business had existed on a stand-alone basis for each of the six month periods ended June 30, 2015 and 2014 for the Combined Interim Income Statement and Combined Interim Statement of Comprehensive Income, the six months ended June 30, 2015 and 2014 for the Combined Interim Statement of Cash Flows and Combined Interim Statement of Changes in Invested Capital and as at June 30, 2015 for the Combined Interim Statement of Financial Position. After making enquiries and considering the Business' projections in the 2015 forecast and 2016 long range plan, the Directors consider that the Business has adequate resources to continue operating for the foreseeable future. For this reason they have continued to adopt the going concern basis in preparing the Combined Interim Financial Statements. These Combined Interim Financial Statements were approved for issue by the Board of Directors on August 4, 2015 and are presented in euro rounded to the nearest million.

The Combined Interim Financial Statements have been prepared in accordance with International Accounting Standard 34, 'Interim financial reporting' ("IAS 34"). They do not include all of the information required for full annual financial statements and should be read in conjunction with the annual Combined Financial Statements for the year ended December 31, 2014, which were prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.

In preparing these Combined Interim Financial Statements, the accounting policies adopted are consistent with those of the previous financial year. The significant judgments made by management in applying the Business' accounting policies and the key sources of estimation uncertainty were the same as those that applied in the preparation of the Combined Financial Statements for the year ended December 31, 2014, except in regard to recognition of the income tax charge, as described below, where the guidance contained in IAS 34 for interim financial statements has been followed. There are no new IFRS standards effective from January 1, 2015, which have a material effect on the Combined Interim Financial Statements.

The Combined Interim Financial Statements have been prepared by aggregating financial information from the components of the Business and include the assets, liabilities, revenues and expenses that management has determined are specifically attributable to the Business, and allocations of debt and direct and indirect costs and expenses related to the Business. The following summarizes the principles applied in preparing the Combined Interim Financial Statements.

The amounts included within selling, general and administration ("SGA") expenses for each of these functions within the Combined Interim Financial Statements are as follows:

These costs were affected by the arrangements that existed in Ardagh and are not necessarily representative of the costs that may arise in the future.

The Combined Interim Financial Statements have been prepared under the historical cost convention except for the following:

See the basis of preparation for a description of related party debt. There were no repayments in respect of related party debt in the six month period ending June 30, 2015 or in the prior year. Movements in the allocated related party debt have been treated as movements in invested capital, representing Ardagh's investment in the Business. Interest payable on related party debt also forms part of invested capital. Related party debt is considered to be non-current and it will not remain a liability upon completion of the separation.

Outlined in the table below, is the corporate debt of Ardagh at June 30, 2015 and December 31, 2014 upon which the allocation of related party debt attributable to the Business has been made.

At June 30, 2015, the Business' allocation of corporate net debt was as follows:

							Amounts drawn as at

Facility	Currency	Maximum amount drawable		Final maturity date		Facility type	June 30, 2015		December 31, 2014
	Local currency (in millions)						(in euro millions)
4.250% First Priority Senior Secured Notes	EUR		1,155		15-Jan-22	Bullet		1,155		1,155
First Priority Senior Secured Floating Rate Notes	USD		1,110		15-Dec-19	Bullet		992		914
6.00% Senior Notes	USD		440		30-Jun-21	Bullet		393		362
9.250% Senior Notes	EUR		475		15-Oct-20	Bullet		475		475
9.125% Senior Notes	USD		920		15-Oct-20	Bullet		822		758
7.000% Senior Notes	USD		150		15-Nov-20	Bullet		134		123
6.250% Senior Notes	USD		415		31-Jan-19	Bullet		371		342
6.750% Senior Notes	USD		415		31-Jan-21	Bullet		371		342
USD Term Loan B Facility	USD		691		17-Dec-19	Amortizing		618		572
HSBC Securitization Program	EUR		150		15-Jun-18	Revolving		30		—
8.75% Senior Notes due 2020	EUR		180		01-Feb-20	Bullet		—		180

								5,361		5,223

Ardagh corporate net debt for allocation								5,114		4,879

Bank loans and other borrowings were obligations of the legal entities forming the Business historically and so were directly attributable to the Business. Details of the indebtedness are included in the table below.

The fair value of bank loans and other borrowings that were directly attributable to the Business is equivalent to their carrying value.

The fair value of Ardagh's corporate debt at June 30, 2015 is €5,353 million (December 31, 2014: €5,215 million).

Employee benefit obligations at June 30, 2015 have been updated to reflect the latest discount rates and asset valuations. A re-measurement credit of €6 million (2014: charge of €19 million) has been recognized in the Combined Interim Statement of Comprehensive Income for the six months ended June 30, 2015.

The segment results for the six months ended June 30, 2015 and 2014 are as follows:

Segment assets were €2,258 million at June 30, 2015 (December 31, 2014: €2,128 million) and consist of property, plant and equipment, intangible assets, inventories, trade and other receivables.

	Continuing operations

	Six months ended
	June 30, 2015			June 30, 2014
	(in euro millions)
Profit before tax from continuing operations		23			3
Adjustments:
Depreciation		32			31
Amortization		12			12
Net finance expense (Note 9)		54			57
Exceptional items (Note 8)		23			13
Movement in working capital		(36	)		11
Movement on non-working capital payables		2			5
Exceptional disposal and plant start-up costs paid		(23	)		(7	)
Exceptional restructuring paid		(12	)		(5	)

Cash from operating activities of continuing operations		75			120
Cash from operating activities of discontinued operation (Note 11)		—			4

Cash from operating activities		75			124

On December 31, 2014, the Business completed the disposal of its metal can packaging operation in Australia and New Zealand to Jamestrong Australasia Holdings Pty Ltd for a gross consideration of €57 million. The disposal has been recognized as a discontinued operation in the Combined Interim Income Statement.

The Combined Interim Financial Statements reflect the following related party transactions recorded through invested capital:

The analysis of the above transactions recorded through invested capital as disclosed in the Combined Interim Statement of Changes in Invested Capital, is set out in the table below:

The Business is involved in certain other legal proceedings arising in the normal course of its business. The Business believes that none of these proceedings, either individually or in aggregate, is expected to have a material adverse effect on its business, financial condition, results of operations or cash flows.

Demand for our metal containers may be influenced by the vegetable and fruit harvest, seafood catches, or trends in consumption of food, trends in use of consumer products, industry trends in packaging, including marketing decisions, and the impact of environmental regulations. The size and quality of harvests and catches varies from year to year, depending in large part upon the weather in the regions in which we operate. The food can industry is seasonal in nature, with strongest demand during the summer, coinciding with the harvests. Accordingly, Europe and North America's shipment volume of containers is typically highest in the second and third quarters and lowest in the first and fourth quarters. In addition, we generally build inventories in the first and second quarters in anticipation of the seasonal demands.

There have been no material events subsequent to June 30, 2015 which would require disclosure in this report.

Citigroup
Deutsche Bank Securities
Goldman, Sachs & Co.
Barclays
J.P. Morgan
Credit Suisse

Until (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

This is an offering of our tangible equity units, or "Units." Each Unit has a stated amount of $100. Each Unit is composed of a prepaid share purchase contract issued by us (a "purchase contract") and one of our % mandatory redeemable preference shares, Series A (the "mandatory redeemable preference shares") having a final preference share installment payment date (as defined herein) of , 2018 and an initial liquidation preference of $ per mandatory redeemable preference share.

Unless settled earlier as described herein, each purchase contract will automatically settle on , 2018, which we refer to as the "mandatory settlement date," which is subject to postponement in certain limited circumstances, and we will deliver a number of our Class A common shares, par value $0.01 per share, based on the applicable market value of our Class A common shares. The applicable market value is the average of the daily volume-weighted average prices ("VWAPs") of our Class A common shares for the 20 consecutive trading days beginning on, and including, the 23rd scheduled trading day immediately preceding , 2018. On the mandatory settlement date, each purchase contract will settle, unless earlier settled, as follows (subject to adjustment):

At any time prior to 5:00 p.m., New York City time, on the third scheduled trading day immediately preceding , 2018, you may settle any or all of your purchase contracts early, and we will deliver Class A common shares per purchase contract (subject to adjustment). In addition, if a fundamental change (as defined herein) occurs and you elect to settle your purchase contracts early in connection with such fundamental change, you will receive a number of our Class A common shares based on the fundamental change early settlement rate, as described herein. We may elect to settle all, but not less than all, outstanding purchase contracts at any time at the early mandatory settlement rate (as defined herein), upon a date fixed by us upon not less than five business days' notice. Except for cash in lieu of fractional shares, the purchase contract holders will not receive any cash distributions under the purchase contracts.

We will make equal quarterly preference share installment payments (as defined herein) of $ per share (or in the case of the first preference share installment payment, $ per share) on the mandatory redeemable preference shares on , , and of each year, commencing on , 2016 to, and including, , 2018, in each case, to the extent that we are legally permitted to make such payments and, with respect to the dividend portion of such payment, such dividend is declared by our board of directors. In the aggregate, the preference share installment payments will be equivalent to a % cash payment per year with respect to each $100 stated amount of Units. Such preference share installment payments will be payable in cash, our Class A common shares or a combination thereof, at our election.

Each preference share installment payment will constitute a dividend payment as well as a payment of consideration (the "redemption amount") for the partial reduction in liquidation preference of the mandatory redeemable preference shares (the "partial redemption"). Under the terms of the mandatory redeemable preference shares, we will partially reduce the liquidation preference of the mandatory redeemable preference shares on every quarterly preference share installment payment date until no liquidation preference remains. All mandatory redeemable preference shares will be fully redeemed on the last preference share installment payment date. Each preference share installment payment will be payable on the relevant preference share installment payment date only to the extent that we are legally permitted to make such payment and, with respect to the portion of any preference share installment payment that constitutes a dividend, only if our board of directors (or an authorized committee thereof) declares a dividend with respect to such date, except that we will be required to pay, to the extent that we are legally permitted to do so, all accumulated dividends (whether or not declared) on the portion of the liquidation preference that is subject to partial redemption on such preference share installment payment date. If we elect to settle all the purchase contracts early, holders of mandatory redeemable preference shares will have the right to require us to redeem their mandatory redeemable preference shares for the "redemption price" (as defined herein).

Concurrently with this offering of Units, we are also making an initial public offering of our Class A common shares. We currently expect the initial public offering price of our Class A common shares to be between $ and $ per Class A common share. The closing of our offering of the Units is conditioned upon the closing of the offering of our Class A common shares, but the closing of the offering of our Class A common shares is not conditioned upon the closing of the offering of the Units.

Prior to this offering, there has been no public market for the Units or our Class A common shares. We intend to apply to have the Units and our Class A common shares listed on the New York Stock Exchange (the "NYSE") under the symbols "OREU" (in the case of the Units) and "ORES" (in the case of our Class A common shares), subject to satisfaction of its minimum listing standards with respect to the Units and our Class A common shares. We do not intend to apply to list the separate purchase contracts or the separate mandatory redeemable preference shares on any securities exchange or automated inter-dealer quotation system, but we may apply to list such separate purchase contracts and separate mandatory redeemable preference shares in the future as described herein.

We have granted the underwriters an option to purchase up to additional Units to cover overallotments.

Investing in the Units involves risks. See "Risk Factors" beginning on page .

Consent under the Exchange Control Act 1972 (and its related regulations) has been obtained from the Bermuda Monetary Authority for the issue and transfer of the Units to and between residents and non-residents of Bermuda for exchange control purposes provided our shares remain listed on an appointed stock exchange, which includes the NYSE. In granting such consent, the Bermuda Monetary Authority does not accept any responsibility for our financial soundness or the correctness of any of the statements made or opinions expressed in this prospectus.

The underwriters expect to deliver the Units to purchasers on or about , 2015 through the book-entry facilities of The Depository Trust Company and its direct and indirect participants.

The Offering

The summary below describes the principal terms of the Units, the purchase contracts and the mandatory redeemable preference shares. Certain of the terms and conditions described below are subject to important limitations and exceptions. The "Description of the Units," "Description of the Purchase Contracts," "Description of the Mandatory Redeemable Preference Shares" and "Description of Share Capital" sections of this prospectus contain a more detailed description of the terms and conditions of the Units, the purchase contracts, the mandatory redeemable preference shares and our Class A common shares.

The Units


Units Offered		Units (or Units if the underwriters exercise their overallotment option in full).
Stated Amount and Initial Public Offering Price of Each Unit		$100 for each Unit.
Components of Each Unit		Each Unit is composed of two parts:
		• a prepaid share purchase contract (a "purchase contract"); and
		• one of our % mandatory redeemable preference shares, Series A (the "mandatory redeemable preference shares").
		Unless settled earlier at the holder's option or our option, each purchase contract will, subject to postponement in certain limited circumstances, automatically settle on , 2018 (such date, as so postponed (if applicable), the "mandatory settlement date"), and we will deliver not more than Class A common shares and not less than Class A common shares per purchase contract, subject to adjustment, based upon the applicable settlement rate, which will be determined by reference to the applicable market value of our Class A common shares, as described below under "Description of the Purchase Contracts—Delivery of Class A Common Shares."
		No fractional shares will be issued to holders upon settlement of purchase contracts. In lieu of fractional shares, holders will be entitled to receive a cash payment calculated as described herein.
		Other than cash payments in lieu of fractional shares, the purchase contract holders will not receive any cash distributions under the purchase contracts.


		Each mandatory redeemable preference share will have an initial liquidation preference of $ , will be entitled to dividends, when, as and if declared by our board of directors (or an authorized committee thereof), to the extent that we are legally permitted to pay such dividends, at the rate of % per annum on the liquidation preference of the mandatory redeemable preference shares and will have a final preference share installment payment date of , 2018. On each , , and of each year, commencing on , 2016 (each, a "preference share installment payment date"), in each case, to the extent that we are legally permitted and, with respect to the dividend portion of such payment, such dividend is declared by our board of directors (or an authorized committee thereof), we will make equal quarterly preference share installment payments of $ per mandatory redeemable preference share (except for the , 2016 preference share installment payment, which will be $ per share), which in the aggregate per year will be equivalent to a % cash payment per year with respect to each $100 stated amount of Units. However, we may elect to deliver our Class A common shares in lieu of all or any portion of such cash payments, as described under "—Preference Share Installment Payments" below. Each preference share installment payment will constitute a payment of dividends and a payment of consideration (the "redemption amount") for the partial reduction in the liquidation preference of the mandatory redeemable preference shares (a "partial redemption"), allocated as set forth on the redemption schedule set forth under "Description of the Mandatory Redeemable Preference Shares—Redemption Schedule."
		The return to an investor on a Unit will depend upon the return provided by each component. The overall return will depend on the number and value of our Class A common shares delivered upon settlement of the purchase contracts and the amount of cash paid and/or the number and value of our Class A common shares delivered to such holder in respect of preference share installment payments on the mandatory redeemable preference shares.
		The stated amount of each Unit must, for United States federal income tax purposes, be allocated between the mandatory redeemable preference share and the purchase contract based upon their relative fair market values. We have determined that the fair market value of each mandatory redeemable preference share is $ and the fair market value of each purchase contract is $ . As discussed in "Description of the Units—Deemed Actions by Holders by Acceptance," each holder agrees to such allocation.


Each Unit May Be Separated Into Its Components		Each Unit may be separated by a holder into its constituent purchase contract and its constituent mandatory redeemable preference share on any business day during the period beginning on, and including, the business day immediately following the date of initial issuance of the Units to, but excluding, the third scheduled trading day immediately preceding (i) , 2018 or (ii) any "early mandatory settlement date," and also excluding the business day immediately preceding any preference share installment payment date (provided that, for the avoidance of doubt, such right to separate the Units will resume after such business day), each as defined herein. Prior to separation, the purchase contracts and mandatory redeemable preference shares may only be purchased and transferred together as Units. See "Description of the Units—Separating and Recreating Units."
A Unit May Be Recreated From Its Components		If you hold a separate purchase contract and a separate mandatory redeemable preference share, you may combine the two components to recreate a Unit. See "Description of the Units—Separating and Recreating Units."
Trading		We intend to apply to have the Units listed on the NYSE under the symbol "OREU," subject to satisfaction of its minimum listing standards with respect to the Units. We will not initially apply to list the separate purchase contracts or the separate mandatory redeemable preference shares on any securities exchange or automated inter-dealer quotation system, but we may apply to list such separate purchase contracts and separate mandatory redeemable preference shares in the future as described under "Description of the Units—Listing of Securities." Prior to this offering, there has been no public market for the Units.
Concurrent Initial Public Offering of Class A Common Shares		Concurrently with this offering of Units, we are offering of our Class A common shares in the initial public offering of our Class A common shares. Our parent company has granted the underwriters of that offering a 30-day option to purchase up to an additional Class A common shares to cover overallotments. The closing of the offering of the Units is conditioned upon the closing of the initial public offering of our Class A common shares, but the closing of the initial public offering of our Class A common shares is not conditioned upon the closing of the offering of the Units.
Use of Proceeds		We estimate that we will receive net proceeds from this offering of approximately $ million ($ million if the underwriters exercise their overallotment option to purchase additional Units in full), after deducting underwriting discounts and estimated aggregate offering expenses payable by us.


		The proceeds of the offering will be used, together with the proceeds of the concurrent initial public offering of our Class A common shares and the Debt Financing, to acquire the Ardagh Metal Packaging Business. See "Use of Proceeds" and "Debt Financing."
Certain U.S. Federal Income Tax Considerations		By acquiring a Unit, unless otherwise required by law, you agree to treat the Unit as an investment unit composed of two separate instruments in accordance with its form, and to treat the purchase contract as a prepaid contract to acquire our Class A common shares and the mandatory redeemable preference share as a share of our preferred stock that will be completely redeemed by , 2018.
		Prospective investors should consult their tax advisors regarding the tax treatment of an investment in Units, whether a purchase of a Unit is advisable in light of the investor's particular tax situation and the tax treatment described under "Material U.S. Federal Income Tax Considerations."
Risk Factors		Investing in the Units involves risks. See "Risk Factors" for a description of certain risks you should consider before investing in the Units.
*The Purchase Contracts*
Mandatory Settlement Date		, 2018, subject to postponement in limited circumstances.
Mandatory Settlement		On the mandatory settlement date, unless such purchase contract has been earlier settled at the holder's option or our option, each purchase contract will automatically settle, and we will, based on the applicable settlement rate, deliver to the holder thereof the number of our Class A common shares to which such holder is entitled.
Settlement Rate for the Mandatory Settlement Date		The "settlement rate" for each purchase contract will be not more than Class A common shares and not less than Class A common shares (each subject to adjustment as described herein), depending on the applicable market value of our Class A common shares, calculated as described below.
		• If the applicable market value is greater than $ (the "threshold appreciation price"), you will receive Class A common shares per purchase contract (the "minimum settlement rate").
		• If the applicable market value is greater than or equal to $ (the "reference price") but less than or equal to the threshold appreciation price, you will receive a number of our Class A common shares per purchase contract equal to $100 divided by the applicable market value.


		• If the applicable market value is less than the reference price, you will receive Class A common shares per purchase contract (the "maximum settlement rate").
		Each of the maximum settlement rate, the minimum settlement rate, the reference price and the threshold appreciation price is subject to adjustment as described below under "Description of the Purchase Contracts—Adjustments to the Fixed Settlement Rates."
		The "applicable market value" means the average of the "daily VWAPs" (as defined below) of our Class A common shares for the 20 consecutive trading days beginning on, and including, the 23rd scheduled trading day immediately preceding , 2018.
		The reference price is the public offering price of our Class A common shares in the concurrent initial public offering of our Class A common shares.
		The threshold appreciation price shall be equal to $100 divided by the minimum settlement rate (rounded to the nearest $0.0001), representing an approximately % appreciation over the reference price.
		No fractional shares will be issued to holders upon settlement of purchase contracts on the mandatory settlement date. In lieu of fractional shares, holders will be entitled to receive a cash payment of the fair value of such fraction of a share calculated as described herein. Other than cash payments in lieu of fractional shares, the purchase contract holders will not receive any cash distributions under the purchase contracts.

The following table illustrates the settlement rate per purchase contract and the value of our Class A common shares issuable upon settlement and delivered on the mandatory settlement date, determined using the applicable market value shown, subject to adjustment.

Applicable Market Value of Our Class A Common Shares	Settlement Rate	Value of Our Class A Common Shares Delivered (Based on the Applicable Market Value Thereof)

Less than $	Class A common shares	Less than $100
Greater than or equal to $ but less than or equal to $	A number of our Class A common shares equal to $100 divided by the applicable market value	$100
Greater than $	Class A common shares	Greater than $100
Early Settlement at Your Election	At any time prior to 5:00 p.m., New York City time, on the third scheduled trading day immediately preceding , 2018, you may elect early settlement of any or all of your purchase contracts, in which case we will deliver a number of our Class A common shares per purchase contract equal to the minimum settlement rate, which is subject to adjustment as described below under "Description of the Purchase Contracts—Adjustments to the Fixed Settlement Rates," unless such early settlement occurs in connection with a fundamental change, in which case the provisions described under "—Early Settlement at Your Election Upon a Fundamental Change" below will apply. The market value of our Class A common shares on the early settlement date will not affect the early settlement rate. Your right to settle your purchase contract prior to 5:00 p.m., New York City time, on the third scheduled trading day immediately preceding , 2018 is subject to the delivery of your purchase contract.
	Upon early settlement of a purchase contract that is a component of a Unit at the holder's election, the corresponding mandatory redeemable preference share will remain issued and outstanding and beneficially owned by or registered in the name of, as the case may be, the holder who elected to settle the related purchase contract early.
Early Settlement at Your Election Upon a Fundamental Change	At any time prior to 5:00 p.m., New York City time, on the third scheduled trading day immediately preceding , 2018, if a fundamental change (as defined herein) occurs, you may settle any or all of your purchase contracts early. If you elect to settle your purchase contracts early in connection with such fundamental change, you will receive a number of our Class A common shares based on the "fundamental change early settlement rate" as described under "Description of the Purchase Contracts—Early Settlement Upon a Fundamental Change."


		Upon early settlement at the holder's election in connection with a fundamental change of a purchase contract that is a component of a Unit, the corresponding mandatory redeemable preference share will remain issued and outstanding and beneficially owned by or registered in the name of, as the case may be, the holder who elected to settle the related purchase contract early.
Early Mandatory Settlement at Our Election		We may elect to settle all, but not less than all, outstanding purchase contracts at any time at the "early mandatory settlement rate," which will be the maximum settlement rate, upon a date fixed by us upon not less than five business days' notice (the "early mandatory settlement date").
		If we elect to settle all the purchase contracts early, you will have the right to require us to redeem your mandatory redeemable preference shares on the redemption date and at the redemption price as described under "Description of the Mandatory Redeemable Preference Shares—Redemption of Mandatory Redeemable Preference Shares at Option of Holder."
*The Mandatory Redeemable Preference Shares*
Title of Securities		% mandatory redeemable preference shares, Series A, par value $0.01 per share, with a liquidation preference of $ per share.


Preference Share Installment Payments		Each quarterly preference share installment payment of $ per mandatory redeemable preference share (except for the first preference share installment payment, which will be $ per share) will be payable in cash, our Class A common shares or a combination thereof, at our election, to the extent that we are legally permitted to make such payment, and will constitute a dividend payment as well as a payment of the redemption amount. On each quarterly preference share installment payment date, we will partially reduce the liquidation preference of the mandatory redeemable preference shares by the redemption amount paid until no liquidation preference remains. All mandatory redeemable preference shares will be fully redeemed on the last preference share installment payment date. Each preference share installment payment will be payable on the relevant preference share installment payment date only to the extent that we are legally permitted to make such payment and, with respect to the portion of any preference share installment payment that constitutes a dividend, only if our board of directors (or an authorized committee thereof) declares a dividend with respect to such date, except that we will be required to pay, to the extent that we are legally permitted to do so, all accumulated dividends (whether or not declared) on the portion of the liquidation preference that is subject to partial redemption on such preference share installment payment date. Assuming the board of directors (or an authorized committee thereof) makes such declarations and that we are legally permitted to make such payments, the preference share installment payments in the aggregate per year will be equivalent to a % cash payment per year with respect to each $100 stated amount of Units, subject to our ability to deliver our Class A common shares in lieu of part or all of such payments.
		Dividends on the mandatory redeemable preference shares will be cumulative from the date of original issuance, and will accumulate at a rate of % per annum on the outstanding liquidation preference (after giving effect to any prior partial redemptions) of the mandatory redeemable preference shares. Dividends will be payable when, as and if declared by our board of directors (or an authorized committee thereof), to the extent that we are legally permitted to pay such dividends, provided that any undeclared and unpaid dividends with respect to outstanding liquidation preference (after giving effect to any prior partial redemptions) will continue to accumulate. Dividends that are declared will be payable on the preference share installment payment dates as part of preference share installment payments to holders of record of the mandatory redeemable preference shares on the immediately preceding , , or . Accumulations of dividends on the mandatory redeemable preference shares will not bear interest.


		If we elect to effect a preference share installment payment by delivering our Class A common shares, (i) we will notify holders of such election and, if applicable, the portion of such payment that will be made through delivery of shares no later than the tenth scheduled trading day prior to the relevant preference share installment payment date, and (ii) such shares will be valued at 97% of the average of "daily VWAPs" over the five consecutive trading days beginning on, and including, the seventh scheduled trading day immediately preceding the related preference share installment payment date.
		Dividends will be calculated on the basis of a 360-day year consisting of twelve 30-day months, and, in the case of partial months, the number of days actually elapsed in the relevant period. Preference share installment payments will be applied (i) first to all accumulated dividends (whether or not declared) on the portion of the liquidation preference that is subject to partial redemption on the applicable preference share installment payment date, (ii) second to the redemption amount and (iii) then to any other declared and unpaid dividends, allocated as set forth on the redemption schedule set forth under "Description of the Mandatory Redeemable Preference Shares—Redemption Schedule."
Preference Share Installment Payment Dates		Each , , and of each year, commencing on , 2016, with a final preference share installment payment date of , 2018.
Ranking of the Mandatory Redeemable Preference Shares		The mandatory redeemable preference shares will rank with respect to dividend rights and rights upon our liquidation, winding-up or dissolution:
		• senior to all of our common shares and to each other class or series of our share capital issued in the future unless the terms of that class or series of share capital expressly provide that it ranks senior to, or on a parity with, the mandatory redeemable preference shares;
		• on a parity with any class or series of our share capital issued in the future the terms of which expressly provide that it will rank on a parity with the mandatory redeemable preference shares;
		• junior to each class or series of our share capital issued in the future the terms of which expressly provide that it will rank senior to the mandatory redeemable preference shares; and
		• junior to all of our existing and future indebtedness, including the indebtedness incurred in the Debt Financing.


		It is possible that, during bankruptcy proceedings or our liquidation, a court may not respect the priority of the preference shares. See "Risks Relating to this Offering—We may not be able to settle your purchase contracts and deliver our Class A common shares, or make payments on the mandatory redeemable preference shares or redeem the mandatory redeemable preference shares, in the event that we file for bankruptcy or our liquidation is commenced."
		In addition, the mandatory redeemable preference shares, with respect to dividend rights or rights upon our liquidation, winding-up or dissolution, will be structurally subordinated to existing and future indebtedness of our subsidiaries as well as the share capital of our subsidiaries held by third parties.
		As of June 30, 2015, after giving pro forma effect to the Separation and the Debt Financing, we would have had total borrowings of € . We have the ability to, and may incur, additional indebtedness in the future.
		See "Description of the Mandatory Redeemable Preference Shares—Ranking" below.
Redemption of Mandatory Redeemable Preference Shares at the Option of the Holder		If we elect to settle all the purchase contracts early, holders of mandatory redeemable preference shares will have the right to require us to redeem their mandatory redeemable preference shares for cash, our Class A common shares or a combination thereof, at our election, at the redemption price as described under "Description of the Mandatory Redeemable Preference Shares—Redemption of Mandatory Redeemable Preference Shares at Option of Holder." In the event that we are not legally permitted to pay the redemption price on the scheduled redemption date, the redemption date shall be postponed to the first day thereafter on which we are legally permitted to make such payment.
Voting Rights		Except as required by Bermuda law or the certificate of designations for the mandatory redeemable preference shares or as set out in our bye-laws, the holders of mandatory redeemable preference shares will have no voting rights.


		Whenever dividends on any mandatory redeemable preference shares (i) have not been declared and paid or (ii) have been declared but a sum of cash or number of our Class A common shares, as the case may be, sufficient for payment thereof has not been set aside for the benefit of the holders thereof, in the case of either clause (i) or (ii) for six or more dividend periods, whether or not consecutive, the holders of mandatory redeemable preference shares, voting together as a single class with holders of all other series of our preference shares of equal rank having similar voting rights, will be entitled at our next special or annual general meeting of shareholders to vote for the election of a total of two additional members of our board of directors, subject to applicable exchange listing rules.
		We will not, without the affirmative vote or consent of holders of at least two-thirds in voting power of the issued and outstanding mandatory redeemable preference shares and all other series of preference shares of equal rank having similar voting rights, voting together as a single class (1) authorize, issue or create, or increase the authorized or issued amount of, any class or series of our share capital ranking senior to the mandatory redeemable preference shares; (2) amend, alter or repeal the provisions of our memorandum of association or bye-laws or the certificate of designations for the mandatory redeemable preference shares so as to adversely affect the rights, powers or preferences of the mandatory redeemable preference shares; or (3) consummate a binding share exchange or reclassification involving the mandatory redeemable preference shares or a merger, consolidation or amalgamation of us with another entity, or any similar transaction, unless the mandatory redeemable preference shares (x) in the case of any such merger, consolidation, amalgamation or similar transaction in which we are not the surviving or resulting entity, are converted into or exchanged for preferred securities of the surviving or resulting entity or the direct or indirect parent of such entity or (y) in the case of any other such transaction, (i) remain outstanding or (ii) are converted into or exchanged for (or for the right to receive) preferred securities of the direct or indirect parent of us, with, in each case of clause (x) and (y), rights, powers and preferences that are not less favorable to the holders thereof than the rights, powers and preferences of the mandatory redeemable preference shares immediately prior to such transaction.
		In the event we require a vote or consent of the holders of mandatory redeemable preference shares, each holder of record of mandatory redeemable preference shares will initially be entitled to vote according to the aggregate liquidation preference of the mandatory redeemable preference shares that it owns. Therefore, each holder's voting power will decrease proportionately relative to other series of preference shares after any partial redemptions on each quarterly preference share installment payment date. See "—Redemption Schedule."
		See "Description of the Mandatory Redeemable Preference Shares—Voting Rights."

You will bear the risk that the market value of our Class A common shares may decline.

To the extent there is a secondary market for the Units, the purchase contracts and/or the mandatory redeemable preference shares, their respective market prices will be significantly affected by the market price of our Class A common shares, which are being offered in an initial public offering concurrently with this offering. Prior to the initial public offering, there has been no public market for our Class A common shares. If an active trading market for our Class A common shares does not develop, the market price and liquidity of our Class A common shares may deteriorate. We cannot assure you that an active trading market for our Class A common shares will develop or that the market price of our Class A common shares will not decline below the initial public offering price. The initial public offering price for our Class A common shares, which is also the reference price, has been determined by negotiations among the underwriters for that offering and us. The initial public offering price of our Class A common shares may not correspond to the price at which our Class A common shares will trade in the public market subsequent to the initial public offering. Trading prices of our Class A common shares may be volatile and will be influenced by many unpredictable factors. See "—Risks Relating to the Class A Common Shares—Our Class A common share price may change significantly following the offering, and you could lose all or part of your investment as a result."

The purchase contracts, pursuant to which we will deliver to you our Class A common shares, are initially components of the Units. The number of our Class A common shares that you will receive upon settlement of a purchase contract on the mandatory settlement date (subject to earlier settlement at your or our option), whether as a component of a Unit or a separate purchase contract, will depend upon the applicable market value, which is equal to the average of the daily VWAPs of our Class A common shares for the 20 consecutive trading days beginning on, and including, the 23rd scheduled trading day immediately preceding , 2018. There can be no assurance that the market value of our Class A common shares received by you will be equal to or greater than the reference price of $ . If the applicable market value of our Class A common shares is less than the reference price, then the aggregate market value of the Class A common shares issued to you on the mandatory settlement date (assuming that the market value is the same as the applicable market value of our Class A common shares) will be less than the initial purchase price of the Units. Therefore, you assume the entire risk that the market value of our Class A common shares may decline before the mandatory settlement date, early settlement date, fundamental change early settlement date or early mandatory settlement date, as applicable. Any decline in the market value of our Class A common shares may be substantial.

The opportunity for equity appreciation provided by an investment in the Units is less than that provided by a direct investment in our Class A common shares.

The aggregate market value of our Class A common shares delivered to you upon settlement of a purchase contract on the mandatory settlement date generally will exceed the $100 stated amount of each Unit only if the applicable market value of our Class A common shares exceeds the threshold appreciation price. Therefore, during the period prior to the mandatory settlement date, an investment in a Unit affords less opportunity for equity appreciation than a direct investment in our Class A common shares. If the applicable market value exceeds the reference price but is less than or equal to the threshold appreciation price, you will realize no equity appreciation on our Class A common shares above the reference price. Furthermore, if the applicable market value exceeds the threshold appreciation price, you will receive only a portion of the appreciation in the market value of the Class A common shares you would have received had you purchased our Class A common shares with $100 at the public offering price in the concurrent Class A common shares offering. See "Description of the Purchase Contracts—Delivery of Class A Common Shares" for a table showing the number of our Class A common shares that you would receive at various applicable market values.

The trading prices for the Units, the purchase contracts and the mandatory redeemable preference shares will be directly affected by the trading prices for our Class A common shares, the general level of interest rates and our credit quality, each of which is impossible to predict.

It is impossible to predict whether the price of our Class A common shares, interest rates or our credit quality will rise or fall. Trading prices of the Class A common shares will be influenced by general stock market conditions and our operating results and business prospects and other factors described elsewhere in these "Risk Factors." In addition, general market conditions, including the level of, and fluctuations in, the trading prices of stocks generally, can affect the price of our Class A common shares, as can sales by us or our shareholders of our Class A common shares in the market after the offering of the Units or the perception that those sales could occur.

The market for our Class A common shares likely will influence, and be influenced by, any market that develops for the Units or the separate purchase contracts. For example, investors' anticipation of the distribution into the market of the additional Class A common shares issuable upon settlement of the purchase contracts could depress the price of our Class A common shares and increase the volatility of the Class A common share price, which could in turn depress the price of the Units or the separate purchase contracts. The price of our Class A common shares also could be affected by sales of our Class A common shares by investors who view the Units as a more attractive means of equity participation in Oressa and by hedging or arbitrage trading activity that is likely to develop involving the Units, separate purchase contracts and our Class A common shares. The arbitrage activity could, in turn, affect the market prices of the Units, the separate purchase contracts and our Class A common shares.

Recent and future regulatory actions impacting market activities and other events may adversely affect the market price and liquidity of the Units.

We expect that many investors in, and potential purchasers of, the Units will employ, or seek to employ, an arbitrage strategy with respect to the Units. Investors would typically implement such a strategy by selling short our Class A common shares and dynamically adjusting their short position while continuing to hold the Units. Investors may also implement this type of strategy by entering into swaps on our Class A common shares in lieu of or in addition to short selling the Class A common shares. As a result, any specific rules regulating equity swaps or short selling of securities or other governmental action that restricts or interferes with the ability of market participants to effect short sales or equity swaps with respect to our Class A common shares could adversely affect the ability of investors in, or potential purchasers of, the Units to conduct the arbitrage strategy that we believe they will employ, or seek to employ, with respect to the Units. This could, in turn, adversely affect the market price and liquidity of the Units.

The SEC and other regulatory and self-regulatory authorities have implemented various rules and taken certain actions, and may in the future adopt additional rules or take other actions, that may impact those engaging in short selling activity involving equity securities (including our Class A common shares). Such rules and actions include Rule 201 of SEC Regulation SHO, the adoption by the Financial Industry Regulatory Authority, Inc. and the national securities exchanges of a "Limit Up-Limit Down" program, the imposition of market-wide circuit breakers that halt trading of securities for certain periods following specific market declines, and the implementation of certain regulatory reforms required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Any governmental or regulatory action that restricts the ability of investors in, or potential purchasers of, the Units to effect short sales of our Class A common shares, borrow our Class A common shares or enter into swaps on our Class A common shares could adversely affect the market price and the liquidity of the Units.

We may not be able to settle your purchase contracts and deliver our Class A common shares, or make payments on the mandatory redeemable preference shares or redeem the mandatory redeemable preference shares, in the event that we file for bankruptcy or our liquidation is commenced.

Pursuant to the terms of the purchase contract agreement, your purchase contracts will automatically accelerate upon the occurrence of specified events of our bankruptcy, insolvency or reorganization. A court or Bermuda law may prevent us from delivering our Class A common shares to you in settlement of your purchase contracts following such events. In such circumstances or if for any other reason the accelerated purchase contracts are not settled by the delivery of our Class A common shares, it is possible that your resulting claim for damages will rank equally with the claims of holders of our Class A common shares, in which case you would only be able to recover damages to the extent holders of our Class A common shares receive any recovery. See "Description of the Purchase Contracts—Consequences of Bankruptcy."

In addition, with respect to the mandatory redeemable preference shares, your claim in the event of our bankruptcy, insolvency or reorganization will be limited to the liquidation preference of your mandatory redeemable preference shares and any accumulated and unpaid dividends. Because of our ability to pay preference share installment payments under the mandatory redeemable preference shares in our Class A common shares instead of cash, it is possible that in our liquidation any claims under the mandatory redeemable preference shares could rank equally with the claims of holders of our Class A common shares. Insolvency law and insolvency related court orders generally prohibit the payment of pre-liquidation obligations by a company that has commenced its winding up while the winding up is pending. If we become a debtor in a bankruptcy case under U.S. law or commence our winding up, so long as the same is pending, you would likely not receive timely preference share installment payments under, or, if you exercised your right to require redemption following an early mandatory settlement, receive any redemption price on, the mandatory redeemable preference share component of the Units. See "Description of the Mandatory Redeemable Preference Shares—Liquidation Preference."

We may issue additional Class A common shares, which may dilute the value of our Class A common shares but may not trigger an anti-dilution adjustment under the terms of the purchase contracts.

The trading price of our Class A common shares may be adversely affected if we issue additional Class A common shares. The number of our Class A common shares issuable upon settlement of the purchase contracts is subject to adjustment only for certain events, including, but not limited to, the issuance of share dividends on our Class A common shares (also known as bonus issues), the issuance of certain rights or warrants, subdivisions, combinations, distributions of share capital, indebtedness or assets, certain cash dividends and certain issuer tender or exchange offers. The number of our Class A common shares deliverable upon settlement is not subject to adjustment for other events that may adversely affect the value of our Class A common shares, such as any employee stock options grants, offerings of our Class A common shares for cash (including under the concurrent initial public offering of our Class A common shares), certain exchanges of our Class A common shares for other of our securities or in connection with acquisitions and other transactions. The terms of the Units do not restrict our ability to offer our Class A common shares in the future or to engage in other transactions that could dilute our Class A common shares, which may adversely affect the value of the Units and separate purchase contracts.

Our issuance of preference shares may cause the Class A common share price, and therefore cause the market price of the Units, to decline, which may negatively impact your investment.

Our board of directors is authorized to issue series of preference shares without any action on the part of our shareholders. Our board of directors also has the power, without shareholder approval, to set the terms of any such series of preference shares that may be issued, including voting rights,

conversion rights, dividend rights, preferences over our Class A common shares with respect to dividends or if we liquidate, dissolve or wind up our business and other terms. If we issue preference shares in the future that have preference over our Class A common shares with respect to the payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preference shares with voting rights that dilute the voting power of our Class A common shares, the market price of our Class A common shares could decrease, which may negatively impact your investment.

You may receive Class A common shares or cash upon settlement of the purchase contracts lower in value than the price of our Class A common shares just prior to the mandatory settlement date.

Because the applicable market value of our Class A common shares is determined over the 20 consecutive trading days beginning on, and including, the 23rd scheduled trading day immediately preceding , 2018, the number of our Class A common shares delivered on the mandatory settlement date together with any cash payable in lieu of fractional shares for each purchase contract may be greater than or less than the number or amount that would have been delivered or paid based on the price of our Class A common shares on the last trading day in such 20 consecutive trading day period. In addition, you will bear the risk of fluctuations in the market price of the Class A common shares deliverable upon settlement of the purchase contracts between the end of such period and the date such shares are delivered.

We may elect to settle all, but not less than all, outstanding purchase contracts at any time. If we exercise this early settlement right, the early mandatory settlement rate will be the maximum settlement rate as of the date we give notice of our election of this right. If we exercise this early settlement right, we will deliver our Class A common shares at least 5 but not more than 30 business days following the notice date. You will bear the risk of fluctuations in the market price of the Class A common shares deliverable upon early mandatory settlement between the notice date and the date such shares are delivered.

We have an option to pay all or any portion of a preference share installment payment by delivering our Class A common shares in lieu of cash, and the Class A common shares you receive may have lower value than the preference share installment payment that you would have received in cash.

Each quarterly preference share installment payment may be paid in cash, our Class A common shares or a combination thereof, at our election. If we elect to pay all or any portion of a preference share installment payment by delivering our Class A common shares, such shares will be valued at 97% of the average daily VWAP over five consecutive trading days beginning on, and including, the seventh scheduled trading day immediately preceding the related preference share installment payment date. Because the number of our Class A common shares delivered on a preference share installment payment date in lieu of cash is calculated over a five-trading day period and is subject to a 3% discount, the value of the shares you receive may be lower than the preference share installment payment that you would have received if we elected to pay in cash. You will also bear the risk of fluctuations in the market price of the Class A common shares deliverable on the preference share installment payment date between the end of the five-trading day period and the date such shares are delivered.

If you elect to settle your purchase contracts early, you may not receive the same return on your investment as purchasers whose purchase contracts are settled on the mandatory settlement date.

Holders of the Units or separate purchase contracts have the option to settle their purchase contracts early at any time beginning on, and including, the business day immediately following the date of initial issuance of the Units until 5:00 p.m., New York City time, on the third scheduled trading day immediately preceding , 2018. However, if you settle your purchase contracts prior to 5:00 p.m., New York City time, on the third scheduled trading day immediately preceding ,

2018, you will receive for each purchase contract a number of our Class A common shares equal to the minimum settlement rate, regardless of the then-current market value of our Class A common shares, unless you elect to settle your purchase contracts early in connection with a fundamental change, in which case you will be entitled to settle your purchase contracts at the fundamental change early settlement rate, which may be greater than the minimum settlement rate. In either case, you may not receive the same return on your investment as purchasers whose purchase contracts are settled on the mandatory settlement date.

Upon issuance of the Units, our Class A common shares will incur immediate dilution.

Upon issuance of the Units, which includes a purchase contract component, our Class A common shares will incur immediate and substantial net tangible book value dilution on a per share basis.

If you purchase the Units in this offering, you will effectively incur immediate and substantial dilution in the book value of the underlying Class A common shares.

If you purchase Units in this offering, the value of the underlying Class A common shares based on our actual book value will immediately be less than the effective offering price you paid. As a result, investors purchasing the Units in this offering may receive significantly less than the purchase price paid in this offering in the event of liquidation, winding-up or dissolution. Investors will incur additional dilution upon the exercise of stock options or other equity-based awards under any equity incentive plan we may introduce and the issuance of equity securities in connection with any transactions that we may pursue. In addition, if we issue additional equity securities, including options, warrants, preference shares or convertible securities, in the future to acquired entities and their equity holders, our business associates or other strategic partners, or in follow-on public and private offerings, the newly issued equity securities will further dilute your percentage ownership of us.

The fundamental change early settlement rate may not adequately compensate you.

If a "fundamental change" occurs and you elect to exercise your fundamental change early settlement right, you will be entitled to settle your purchase contracts at the fundamental change early settlement rate. Although the fundamental change early settlement rate takes into account the lost option value of your purchase contracts as a result of the early settlement of the purchase contracts, this feature may not adequately compensate you for such loss. In addition, in certain circumstances, the fundamental change early settlement rate will be less than the settlement rate that would apply if the applicable market value were equal to the Class A common share price in the fundamental change. See "Description of the Purchase Contracts—Early Settlement Upon a Fundamental Change."

The mandatory redeemable preference shares will not provide holders with the right to require us to redeem them upon a fundamental change.

The certificate of designations governing the mandatory redeemable preference shares does not provide holders of the mandatory redeemable preference shares with any right to require us to redeem such holders' mandatory redeemable preference shares upon the occurrence of certain events that would constitute a "fundamental change" as defined under "Description of the Purchase Contracts." Accordingly, holders of the mandatory redeemable preference shares will bear the risk that any such fundamental change occurs and adversely affects our capital structure or credit ratings or the value of the mandatory redeemable preference shares.

Until the purchase contracts are settled with our Class A common shares, you are not entitled to any rights with respect to our Class A common shares, but you are subject to all changes made with respect to our Class A common shares.

Until the date on which you are treated as the record holder of our Class A common shares (as described below) on account of a settlement of the purchase contracts with our Class A common shares, you are not entitled to any rights with respect to our Class A common shares, including voting rights and rights to receive any dividends or other distributions on our Class A common shares, but you are subject to all changes affecting our Class A common shares. You will become the record holder of any of our Class A common shares delivered upon settlement of the purchase contracts only as follows:

For example, in the event that an amendment is proposed to our memorandum of association or bye-laws requiring shareholder approval and the record date for determining the shareholders of record entitled to vote on the amendment occurs prior to the date specified above on which you are treated as the record holder of the Class A common shares, you will not be entitled to vote on the amendment, although you will nevertheless be subject to any changes in the powers, preferences or special rights of our Class A common shares once you become a shareholder.

We may not be able to pay the preference share installment payments, and the failure to do so could adversely affect the market price of the Units.

Each preference share installment payment will consist of a dividend and the payment of the redemption amount. We believe both of these portions of the payment must satisfy the Bermuda law requirements for dividends. Under Bermuda law, a company's board of directors may not declare or pay dividends if there are reasonable grounds for believing either that the company is, or would after the payment be, unable to pay its liabilities as they become due or that the realizable value of the company's assets would thereby be less than its liabilities. Furthermore, the dividend portion of the preference share installment payment will be payable on the relevant preference share installment payment date only if declared by our board of directors (or an authorized committee thereof), and our board of directors is not obligated to declare dividends on the mandatory redeemable preference shares even if we are legally permitted to pay such dividends, except that we will be required to pay, to the extent that we are legally permitted to do so, all accumulated dividends (whether or not declared) on the portion of the liquidation preference that is subject to partial redemption on such preference share installment payment date. Our failure to pay preference share installment payments on the mandatory redeemable preference shares in full could adversely affect our Class A common share price and the trading price of the Units.

The secondary market for the Units, the purchase contracts and the mandatory redeemable preference shares may be illiquid.

We intend to apply to have the Units listed on the NYSE, subject to satisfaction of its minimum listing standards with respect to the Units. However, we cannot assure you that the Units will be approved for listing. In addition, the underwriters have advised us that they intend to make a market in the Units, but the underwriters are not obligated to do so. However, listing on the NYSE does not guarantee that a trading market will develop, and the underwriters may discontinue market making at any time in their sole discretion without prior notice to Unit holders. Accordingly we cannot assure you that a liquid trading market will develop for the Units (or, if developed, that a liquid trading market will be maintained), that you will be able to sell Units at a particular time or that the prices you receive when you sell will be favorable.

Beginning on the business day immediately succeeding the date of initial issuance of the Units, purchasers of Units will be able to separate each Unit into a purchase contract and a mandatory redeemable preference share. We are unable to predict how the separate purchase contracts or the separate mandatory redeemable preference shares will trade in the secondary market if at all, or whether that market, if any, will be liquid or illiquid. We do not intend to apply to list the separate purchase contracts or the separate mandatory redeemable preference shares on any securities exchange or automated inter-dealer quotation system, but we may apply to list such separate purchase contracts and separate mandatory redeemable preference shares in the future as described herein. If (i) a sufficient number of Units are separated into separate purchase contracts and separate mandatory redeemable preference shares and traded separately such that applicable listing requirements are met and (ii) a sufficient number of holders of such separate purchase contracts and separate mandatory redeemable preference shares request that we list such separate purchase contracts and separate mandatory redeemable preference shares, we may endeavor to list such separate purchase contracts and separate mandatory redeemable preference shares on an exchange of our choosing (which may or may not be the NYSE) subject to applicable listing requirements. However, even if we do so apply to list such separate purchase contracts or separate mandatory redeemable preference shares, we cannot assure you that such securities will be approved for listing.

The purchase contract agreement will not be qualified under the Trust Indenture Act, and the obligations of the purchase contract agent are limited.

The purchase contract agreement between us and the purchase contract agent will not be qualified as an indenture under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the purchase contract agent will not be required to qualify as a trustee under the Trust Indenture Act. Thus, you will not have the benefit of the protection of the Trust Indenture Act with respect to the purchase contract agreement or the purchase contract agent. The protections generally afforded the holder of a security issued under an indenture that has been qualified under the Trust Indenture Act include:

The mandatory redeemable preference shares will rank junior to all of our consolidated liabilities.

The mandatory redeemable preference shares will be junior to all of our consolidated indebtedness and other liabilities (including trade payables). Accordingly, in the event of a liquidation, dissolution or winding up, our assets will be available to pay obligations on the mandatory redeemable preference shares only after all of our obligations under any indebtedness and other liabilities have been paid. In the event of a liquidation, dissolution or winding up, there may not be sufficient assets remaining, after paying our indebtedness and other liabilities, to pay any amounts due to the holders of mandatory redeemable preference shares then issued and outstanding. As of June 30, 2015, after giving pro forma effect to the Separation and the Debt Financing, we would have had total borrowings of € . We have the ability to, and may incur, additional indebtedness in the future.

We may issue additional series of preference shares that rank equally to the mandatory redeemable preference shares as to dividend payments and liquidation preference without the consent of the holders of the mandatory redeemable preference shares.

Our memorandum of association and bye-laws and the certificate of designations for the mandatory redeemable preference shares do not prohibit us from issuing additional series of preference shares that would rank equally to the mandatory redeemable preference shares as to dividend payments and liquidation preference or require that we obtain the consent of any holders of the mandatory redeemable preference shares for any such issuance. Immediately following the completion of this offering, our authorized share capital will include preference shares, par value $0.01 per share (including the (or if the underwriters' overallotment option is exercised in full) mandatory redeemable preference shares being offered by this prospectus), that our board of directors is authorized to designate from time to time as one or more series of preference shares. The issuances of other series of preference shares could have the effect of reducing the amounts available to the mandatory redeemable preference shares in the event of our liquidation, winding-up or dissolution. Such issuances may also reduce preference share installment payments on the mandatory redeemable preference shares if we do not have sufficient funds to make such payments and the amounts payable on all issued and outstanding parity preference shares.

The Class A common shares underlying the purchase contracts are equity and are subordinate to our existing and future indebtedness and preference shares.

Our Class A common shares are equity interests in us and do not constitute indebtedness. As such, our Class A common shares will rank junior to all of our indebtedness, including the indebtedness incurred in the Debt Financing, and to other non-equity claims against us and our assets available to satisfy claims against us, including in a liquidation. Additionally, holders of our Class A common shares are subject to the prior dividend and liquidation rights of holders of our preference shares. Our board of directors is authorized to issue classes or series of preference shares without any action on the part of our shareholders and we are permitted to incur additional debt. Upon liquidation, lenders and holders of our debt securities and preference shares would receive distributions of our available assets prior to holders of our Class A common shares.

As a holder of the mandatory redeemable preference shares, you will have no voting rights except under limited circumstances.

As a holder of the mandatory redeemable preference shares, you will have no voting rights, except with respect to certain amendments to the terms of the mandatory redeemable preference shares, in the case of certain dividend arrearages, in certain other limited circumstances and except as specifically required by Bermuda law. You will have no right to vote for any members of our board of directors except in the case of certain dividend arrearages.

If dividends on any mandatory redeemable preference shares (i) have not been declared and paid or (ii) have been declared but a sum of cash or number of our Class A common shares sufficient for payment thereof has not been set aside for the benefit of the holders thereof, in the case of either clause (i) or (ii) for the equivalent of six or more dividend periods, whether or not for consecutive dividend periods, the holders of the mandatory redeemable preference shares, voting together as a single class with holders of any and all other series of our preference shares ranking equally with the mandatory redeemable preference shares and having similar voting rights, will be entitled to elect a total of two additional members of our board of directors, subject to the terms and limitations described in the section of this prospectus entitled "Description of the Mandatory Redeemable Preference Shares—Voting Rights."

In certain circumstances holders of the mandatory redeemable preference shares will have the right to vote with respect to (i) issuance or increase in the amount of any class or series of our share capital ranking senior to the mandatory redeemable preference shares, (ii) certain amendments to our memorandum of association or bye-laws or the certificate of designations for the mandatory redeemable preference shares that adversely affect the rights, powers or preferences of the mandatory redeemable preference shares or (iii) in connection with a binding share exchange, reclassifications, mergers, consolidation or amalgamation transactions. See "Description of the Mandatory Redeemable Preference Shares—Voting Rights."

The U.S. federal income tax consequences for U.S. Holders relating to the Units are uncertain.

No statutory, judicial or administrative authority directly addresses the characterization of the Units or instruments similar to the Units for U.S. federal income tax purposes. As a result, some aspects of the U.S. federal income tax consequences of an investment in the Units are not certain. No ruling has been requested from the U.S. Internal Revenue Service ("IRS"), and the IRS or a court may take a contrary view to the positions described under "Material U.S. Federal Income Tax Considerations."

Alternative treatments of the Units, the purchase contracts, or the mandatory redeemable preference shares could result in U.S. federal income tax consequences that are materially less favorable to an investor in the Units. For example, if the components of a Unit were treated as a single instrument, the entire amount of each preference share installment payment could be treated as a dividend for U.S. federal income tax purposes, in which case U.S. Holders (as defined below under "Material U.S. Federal Income Tax Considerations") generally could be required to treat such amounts as ordinary income. Even if the components of a Unit are respected as separate instruments for U.S. federal income tax purposes, a redemption amount may be considered a distribution in respect of the mandatory redeemable preference shares that is treated as a dividend for U.S. federal income tax purposes, in which case U.S. Holders generally would be required to treat such amounts as ordinary income.

Prospective investors should consult their tax advisors regarding the tax considerations discussed under "Material U.S. Federal Income Tax Considerations" and the potential alternative tax characterizations of the Units.

U.S. Holders may be subject to tax upon an adjustment to the settlement rate of the purchase contracts or if we elect to pay a preference share installment payment in our common shares even though such holders do not receive a corresponding cash distribution.

The settlement rate of the purchase contracts will be adjusted in certain circumstances. An adjustment to the settlement rate of a purchase contract might, and in the case of an adjustment to the settlement rate of a purchase contract as a result of an increase in our dividend on common shares will, result in a taxable deemed or constructive stock distribution to the holder of a purchase contract for

U.S. federal income tax purposes. Such distribution may be a taxable dividend to you even though you will not receive any cash.

In addition, if we elect to pay some or all of a preference share installment payment in the form of common shares, it may similarly result in a taxable deemed stock distribution treated as a dividend for U.S. federal income tax purposes. See "Material U.S. Federal Income Tax Considerations."

U.S. Holders of Units, purchase contracts, mandatory redeemable preference shares, or our common shares could be subject to material adverse tax consequences if we are considered a Passive Foreign Investment Company ("PFIC") for U.S. federal income tax purposes.

We believe we would not have been a PFIC for U.S. federal income tax purposes had we been a separate taxable entity from Ardagh Group S.A. in the 2014 taxable year, and based on the nature of our business, the projected composition of our income and the projected composition and estimated fair market values of our assets, we do not expect to be a PFIC for U.S. federal income tax purposes in 2015 or in the foreseeable future. However, the determination of whether we are a PFIC is made annually, after the close of the relevant taxable year. Therefore, it is possible that we could be classified as a PFIC for our initial taxable year or in future years due to changes in the nature of our business, composition of our assets or income, as well as changes in our market capitalization. If at any time we are treated as a PFIC, U.S. Holders (as defined below under "Material U.S. Federal Income Tax Considerations") of our shares or purchase contracts could be subject to certain adverse U.S. federal income tax consequences. The PFIC rules are complex and U.S. Holders of the Units, purchase contracts, mandatory redeemable preference shares, or common shares should consult their own tax advisors regarding the possible application of the PFIC rules to their own particular circumstances. For more information on the U.S. federal tax implications for U.S. Holders, see "Material U.S. Federal Income Tax Considerations" below.

The dual class structure of our common shares has the effect of concentrating voting control with Ardagh and limiting our other shareholders' ability to influence corporate matters.

Our Class B common shares have 10 votes per share, and our Class A common shares, which is the class that will be delivered upon settlement of the purchase contracts, have one vote per share. Ardagh will own Class B common shares representing approximately % of the voting power of our issued and outstanding share capital immediately following this offering, assuming no exercise of the underwriters' overallotment option in the concurrent initial public offering of our Class A common shares. As a result, Ardagh will control the outcome of most matters requiring shareholder approval, including:

This voting control and influence may discourage transactions involving a change of control of the Company, including transactions in which holders of our Class A common shares might otherwise receive a premium for their shares.

In addition, Ardagh may continue to be able to control the outcome of most matters submitted to our shareholders for approval even if its shareholdings represent less than 50% of our issued and

outstanding share capital. Because of the 10-to-1 voting ratio between our Class B and Class A common shares, Ardagh, as beneficial owner of all of our Class B common shares, will continue to control a majority of the combined voting power of our issued and outstanding share capital even when Class B common shares represent as little as 15% of all issued and outstanding common shares. This concentrated control will limit the ability of holders of our Class A common shares to influence corporate matters for the foreseeable future, and, as a result, the market price of our Class A common shares and the Units could be adversely affected.

An active, liquid trading market for our Class A common shares may not develop.

Prior to the concurrent initial public offering of our Class A common shares, there has been no public market for our Class A common shares. If an active trading market for our Class A common shares does not develop after the initial public offering, the market price and liquidity of our Class A common shares may be materially and adversely affected. We cannot assure you that an active trading market for our Class A common shares will develop or that the market price of our Class A common shares will not decline below the initial public offering price, which is also the reference price for the purchase contracts.

Our Class A common share price may change significantly following the offering, and you could lose all or part of your investment as a result.

We, Ardagh and the underwriters of the concurrent initial public offering of our Class A common shares will negotiate to determine the initial public offering price in that offering. The trading price of our Class A common shares may decline below the initial public offering price, which is also the reference price for the purchase contracts, due to a number of factors such as those listed in "—Risks Relating to Our Business" and the following, some of which are beyond our control:

Furthermore, the stock market may experience periods of unusual volatility that, in some cases, is unrelated or disproportionate to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the market price of our Class A common shares and, therefore, the Units, regardless of our actual operating performance.

The initial public offering price of our Class A common shares may not accurately reflect their value.

Prior to the concurrent initial public offering of our Class A common shares, there has been no market for our Class A common shares. The initial public offering price per Class A common share in that concurrent offering, which is also the reference price for the purchase contracts, was negotiated among Ardagh, the underwriters and us. Factors considered in determining the price of our Class A common shares include:

The initial public offering price may not accurately reflect the value of our Class A common shares and may not be realized upon any subsequent disposition of the shares. If the market price of our Class A common shares declines below the initial public offering price, which is also the reference price for the purchase contracts, holders of the Units will be adversely affected.

The trading market for our Class A common shares will be influenced in part by the research and other reports that industry or securities analysts may publish about us or our business. We do not currently have, and may never obtain, research coverage by industry or financial analysts. If no or few analysts commence coverage of us, the trading price of our Class A common shares and, therefore, the Units would likely be negatively affected. Even if we do obtain analyst coverage, if one or more of the analysts who cover us downgrade our shares, or if analysts issue other unfavorable commentary or inaccurate research, our share price would likely decline. If one or more of these analysts cease coverage of the Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.

Future sales of our Class A common shares could adversely affect the market price of our Class A common shares and the Units.

Future sales of our Class A common shares, or securities convertible or exchangeable into our Class A common shares, in the public market, whether by us or our existing shareholders, future issuances of additional Class A common shares in connection with any future acquisitions or pursuant to any employee benefit plans, future issuances of our Class A common shares upon exercise of options or warrants and future issuances of our Class A common shares upon settlement of the purchase contracts or in payment of the preference share installment payments or the perception that such sales, issuances and/or exercises, conversions or settlements could occur, may adversely affect the market price of our Class A common shares and the Units, which could decline significantly.

Following the concurrent initial public offering of our Class A common shares, Ardagh will own Class B common shares, each of which will be convertible into one Class A common share. If Ardagh sells substantial amounts of our Class A common shares in the public market following this offering, the market price of our Class A common shares could decrease significantly. The perception in the public market that Ardagh might sell substantial amounts of our Class A common shares could also depress the market price of our Class A common shares. Any such sale or perception could also impair our ability to raise capital or pay for acquisitions using our equity securities.

Unless Ardagh registers Class A common shares under the Securities Act of 1933, as amended (the "Securities Act"), such shares may only be resold into the public markets in accordance with the requirements of Rule 144, including the volume limitations, manner of sale requirements and notice requirements thereof. See "Shares Eligible for Future Sale." We, Ardagh, and our executive officers and directors have signed lock-up agreements with the underwriters that will, subject to certain exceptions, restrict the sale of our shares and any securities convertible into, or exercisable or exchangeable for, such shares held by them for 180 days following the date of the prospectus for the initial public offering of our Class A common shares. The underwriters may, without notice except in certain limited circumstances, release all or any portion of the Class A common shares subject to lock-up agreements. See "Underwriting" for a description of these lock-up agreements. Upon the expiration of the lock-up agreements described above, all of such shares will be eligible for resale in the public market, subject, in the case of shares held by our affiliates, to the volume, manner of sale and other limitations under Rule 144. We expect that Ardagh will be considered an affiliate of us after this offering based on the expected share ownership following this offering.

After completion of the concurrent offering of our Class A common shares, Ardagh will have the right to demand that we file a registration statement with respect to the Class A common shares it or its subsidiaries would receive upon conversion of its Class B common shares and will have the right to include such shares in any registration statement that we file with the SEC, subject to certain exceptions. See "Shares Eligible for Future Sale." Any registration of such Class A common shares would enable those shares to be sold in the public market, subject to certain restrictions in our shareholders' and registration rights agreement and the restrictions under the lock-up agreements referred to above.

In the future, we may issue options, restricted shares and other forms of share-based compensation, which have the potential to dilute shareholder value and cause the market price of our Class A common shares and the Units to decline.

We may offer share options, restricted shares and other forms of share-based compensation to our directors, officers and employees in the future. If any options that we issue are exercised, or any restricted shares that we may issue vest, and those shares are sold into the public market, the market price of our Class A common shares and, therefore, the Units may decline. In addition, the availability of Class A common shares for award under any equity incentive plan we may introduce, or the grant of share options, restricted shares or other forms of share-based compensation, may adversely affect the market price of our Class A common shares and the Units.

We believe that after giving effect to the concurrent offering of our Class A common shares, this offering and the Debt Financing, our current cash and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs for the next 12 months. We may, however, require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If these resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or incur debt under credit facilities we may put in place or obtain a new credit facility. The sale of additional equity securities could result in additional dilution to our shareholders. The incurrence of indebtedness could further limit our ability to pay dividends or require us to seek consents for the payment of dividends, increase our vulnerability to adverse economic and industry conditions, limit our ability to pursue our business strategies, require us to dedicate a substantial portion of our cash flow from operations to service our debt, thereby reducing the availability of our cash flow to fund capital expenditure, working capital requirements and other general corporate needs, and limit our flexibility in planning for, or reacting to, changes in our business and our industry. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Because we do not currently intend to pay any dividends on our Class A common shares, you may not receive any return on the Class A common shares you receive upon settlement of the purchase contracts unless you sell them.

We do not currently intend to pay dividends on our common shares. Because we are a holding company, our ability to pay cash dividends on our shares (including the mandatory redeemable preference shares) may be limited by restrictions on our ability to obtain sufficient funds through dividends from subsidiaries, including restrictions under the terms of the agreements governing the indebtedness our subsidiaries may incur.

We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors and subject to the restrictions under Bermuda law. As a result, you must rely on sales of Class A common shares after price appreciation, which may never occur, as the only way to realize any future gains on the Class A common shares you receive upon settlement of the purchase contracts.

Your rights and responsibilities as a holder of mandatory redeemable preference shares will be governed by Bermuda law and will differ in some respects from the rights and responsibilities of shareholders under U.S. law.

Upon completion of the offering, your rights as holders of our mandatory redeemable preference shares will be governed by the Company's memorandum of association and bye-laws, the certificate of designations for the mandatory redeemable preference shares and Bermuda law rather than Delaware law. Some of the rights associated with the mandatory redeemable preference shares are different from those associated with preferred stock of Delaware companies. See "Comparison of Bermuda Corporate Law and Delaware Corporate Law" for a discussion of the different rights associated with the mandatory redeemable preference shares.

The supervoting rights of our Class B common shares and other anti-takeover provisions in our bye-laws might discourage or delay attempts to acquire us that you might consider favorable.

In addition to the supervoting rights of our Class B common shares, our bye-laws contain provisions that may make the acquisition of our Company more difficult, including the following:

These anti-takeover provisions could discourage, delay or prevent a transaction involving a change in control of our Company, even if such transaction would benefit our shareholders and/or holders of the Units. These provisions could also discourage proxy contests and make it more difficult for shareholders to elect directors of their choosing and to cause us to take other corporate actions they desire.

For information regarding these and other provisions, see "Description of Share Capital."

We will qualify for and will rely on exemptions from certain corporate governance requirements.

voting power of our issued and outstanding shares and thus we would be a controlled company within the meaning of the NYSE corporate governance standards if we did not already have broader corporate governance exemptions because of our classification as a foreign private issuer. Under these NYSE standards, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a controlled company and may elect not to comply with certain NYSE corporate governance requirements, including the requirements that:

As a result of the foregoing exemptions, we can cease voluntary compliance at any time, and our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.

As a listed company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and the listing standards of the NYSE. Prior to consummation of the concurrent initial public offering of our Class A common shares, we have not been required to do so. We expect that the requirements of these rules and regulations will increase our legal, accounting, and financial compliance costs, make some activities more difficult, time consuming and costly.

We are offering Units (or Units if the underwriters exercise their overallotment option to purchase additional Units in full), each with a stated amount of $100. Each Unit is composed of a prepaid share purchase contract (a "purchase contract") and one of our % mandatory redeemable preference shares, Series A (the "mandatory redeemable preference shares").

The following summary of the terms of the Units, the summary of the terms of the purchase contracts set forth under the caption "Description of the Purchase Contracts" and the summary of the terms of the mandatory redeemable preference shares set forth under the caption "Description of the Mandatory Redeemable Preference Shares" in this prospectus contain a description of all of the material terms of the Units and their components but are not complete. We refer you to:

The form of certificate of designations for the mandatory redeemable preference shares and the purchase contract agreement will be filed as exhibits to the registration statement of which this prospectus forms a part. Whenever particular sections or defined terms are referred to, such sections or defined terms are incorporated herein by reference.

Unless earlier settled at your option as described in "Description of the Purchase Contracts—Early Settlement at Option of Holder" or "Description of the Purchase Contracts—Early Settlement Upon a Fundamental Change" or at our option as described in "Description of the Purchase Contracts—Early Mandatory Settlement at Our Election," on the mandatory settlement date we will, based upon the applicable settlement rate (as defined below), which is based on fixed settlement rates that are subject to adjustment as described herein and determined by reference to the applicable market value (as defined below) of our Class A common shares, as described below under "Description of the Purchase Contracts—Delivery of Class A Common Shares," deliver to the holder thereof not more than Class A common shares and not less than Class A common shares.

Each mandatory redeemable preference share will entitle the holder thereof to equal quarterly preference share installment payments of $ per mandatory redeemable preference share (or, in the case of the first preference share installment payment, $ per share), which will be payable in cash, our Class A common shares or a combination thereof, at our election, to the extent that we are legally permitted to make such payments, and will consist of a dividend payment and a payment of consideration (the "redemption amount") for the partial reduction in liquidation preference of the mandatory redeemable preference shares (a "partial redemption"). On each quarterly preference share installment payment date (as defined below), we will partially reduce the liquidation preference of the mandatory redeemable preference shares by the redemption amount paid until no liquidation preference remains. All mandatory redeemable preference shares will be fully redeemed on the last preference share installment payment date. Each preference share installment payment will be payable on the relevant preference share installment payment date only to the extent that we are legally permitted to make such payment and, with respect to the portion of any preference share installment payment that constitutes a dividend, only if our board of directors (or an authorized committee thereof) declares a dividend with respect to such date, except that we will be required to pay, to the extent that we are legally permitted to do so, all accumulated dividends (whether or not declared) on the portion of the liquidation preference that is subject to partial redemption on such preference share installment payment date.

The stated amount of each Unit must, for United States federal income tax purposes, be allocated between the mandatory redeemable preference share and the purchase contract based upon their relative fair market values. We have determined that the fair market value of each mandatory redeemable preference share is $ and the fair market value of each purchase contract is $ . As discussed in "—Deemed Actions by Holders by Acceptance" below, each holder agrees to be bound by such allocation.

Upon the conditions and under the circumstances described below, a holder of a Unit will have the right to separate a Unit into its component parts, and a holder of a separate purchase contract and a separate mandatory redeemable preference share will have the right to combine the two components to recreate a Unit.

At initial issuance, the purchase contracts and the mandatory redeemable preference shares may be purchased and transferred only as Units and will trade under the CUSIP number for the Units.

On any business day during the period beginning on, and including, the business day immediately following the date of initial issuance of the Units to, but excluding, the third scheduled trading day immediately preceding (i) , 2018 or (ii) any "early mandatory settlement date" (as defined below), and also excluding the business day immediately preceding any preference share installment payment date (provided that, for the avoidance of doubt, such right to separate the Units will resume after such payment date), you will have the right to separate your Unit into its constituent purchase contract and its constituent mandatory redeemable preference share (which will thereafter trade under their respective CUSIP numbers), in which case that Unit will cease to exist. If you beneficially own a Unit in global form, you may separate it into its component purchase contract and component mandatory redeemable preference share by delivering written instructions to the broker or other direct or indirect participant through which you hold an interest in your Unit (your "participant") to notify DTC through DTC's Deposit/Withdrawal at Custodian ("DWAC") system of your desire to separate the Unit. Holders who elect to separate any Unit into the purchase contract and mandatory redeemable preference share shall be responsible for any fees or expenses payable in connection with such separation.

"Business day" means any day other than a Saturday, Sunday or any day on which banking institutions in New York, New York are authorized or obligated by applicable law or executive order to close or be closed.

Separate purchase contracts and separate mandatory redeemable preference shares will be transferable independently from each other.

On any business day during the period beginning on, and including, the business day immediately following the date of initial issuance of the Units to, but excluding, the third scheduled trading day immediately preceding (i) , 2018 or (ii) any early mandatory settlement date, and also excluding the business day immediately preceding any preference share installment payment date (provided that, for the avoidance of doubt, such right to recreate the Units will resume after such payment date), you may recreate a Unit from your separate purchase contract and separate mandatory redeemable preference share. If you beneficially own a separate purchase contract and a separate mandatory redeemable preference share, each of which is in global form, you may recreate a Unit by delivering written instruction to your participant to notify DTC through DTC's DWAC system of your desire to recreate the Unit. Holders who elect to recreate Units shall be responsible for any fees or expenses payable in connection with such recreation.

Your Unit, purchase contract and mandatory redeemable preference share will initially be represented by global securities registered in the name of a nominee of DTC. You will not be entitled to receive definitive physical certificates for your Units, purchase contracts or mandatory redeemable preference shares, except under the limited circumstances described under "Book-Entry Procedures and Settlement." Beneficial interests in a Unit and, after separation, the separate purchase contract and separate mandatory redeemable preference share will be shown on and transfers will be effected through direct or indirect participants in DTC.

Each holder of Units or separate purchase contracts, by acceptance of such securities, will be deemed to have:

We intend to apply to have the Units listed on the NYSE under the symbol " ," subject to satisfaction of its minimum listing standards with respect to the Units. However, we can give no assurance that the Units will be so listed. In addition, the underwriters have advised us that they intend to make a market in the Units, but the underwriters are not obligated to do so. Listing on the NYSE does not guarantee that a trading market will develop, and the underwriters may discontinue market making at any time in their sole discretion without notice. Accordingly, we cannot assure you that a liquid trading market will develop for the Units (or, if developed, that a liquid trading market will be maintained), that you will be able to sell Units at a particular time or that the prices you receive when you sell will be favorable.

We do not intend to apply to list the separate purchase contracts or the separate mandatory redeemable preference shares on any securities exchange or automated inter-dealer quotation system. If (i) a sufficient number of Units are separated into separate purchase contracts and separate mandatory redeemable preference shares and traded separately such that applicable listing requirements are met and (ii) a sufficient number of holders of such separate purchase contracts and separate mandatory redeemable preference shares request that we list such separate purchase contracts and separate mandatory redeemable preference shares, we may endeavor to list such separate purchase contracts and separate mandatory redeemable preference shares on an exchange of our choosing (which may or may not be the NYSE) subject to applicable listing requirements.

We intend to apply to have our Class A common shares listed on the NYSE under the symbol "ORES." We also intend to apply for the listing of the Class A common shares deliverable upon settlement of the purchase contracts.

We and the purchase contract agent and the transfer agent for the mandatory redeemable preference shares will treat the registered owner of any Unit or separate purchase contract or separate mandatory redeemable preference share, as the case may be, as the absolute owner of the Unit or separate purchase contract or mandatory redeemable preference share for the purpose of settling the related purchase contracts or making payments on the separate mandatory redeemable preference shares and for all other purposes.

We expect to record the issuance of the purchase contract portion of the Units as equity, net of issuance costs of the purchase contracts, in our financial statements on the basis that we have an option to settle the purchase contract for a fixed number of shares. We also expect to record the mandatory redeemable preference shares portion of the Units as long-term debt and to record the issuance costs of the mandatory redeemable preference shares as a deferred financing cost, which will be amortized over the term of the mandatory redeemable preference shares. We will allocate the proceeds from the issuance of the Units to the purchase contracts and mandatory redeemable preference shares based on the relative fair values of the respective components, determined as of the date of issuance of the Units.

Based on current IFRS, we do not expect the purchase contract component or the mandatory redeemable preference shares component of the Units to be revalued under fair value accounting principles. However, we expect the fair value as of the end of each reporting period of the mandatory redeemable preference shares component of the Units to be disclosed in our financial statements.

The Class A common shares issuable upon settlement of the purchase contract component of the Units may result in dilution to our earnings per share. Based on current IFRS, we expect that our earnings per share calculations will reflect, to the extent not anti-dilutive, the shares issuable upon settlement of the purchase contracts and the shares potentially issuable to settle the mandatory redeemable preference shares. For purposes of determining the number of shares included in the calculation, we intend to use the settlement rate as defined herein.

In the event that physical certificates evidencing the Units have been issued, any mutilated Unit certificate will be replaced by us at the expense of the holder upon surrender of the mutilated certificate to the purchase contract agent. Unit certificates that become destroyed, lost or stolen will be replaced by us at the expense of the holder upon delivery to us and the purchase contract agent of evidence of their destruction, loss or theft satisfactory to us and the purchase contract agent. In the case of a destroyed, lost or stolen Unit certificate, an indemnity satisfactory to us and the purchase contract agent may be required at the expense of the registered holder of the Units before a replacement will be issued.

Notwithstanding the foregoing, we will not be obligated to replace any Unit certificates on or after the third business day immediately preceding (i) , 2018 or (ii) any early settlement date, and also excluding the business day immediately preceding any preference share installment payment date (provided that, for the avoidance of doubt, such right to replace the Unit certificates will resume after such payment date). In those circumstances, the purchase contract agreement will provide that, in lieu of the delivery of a replacement Unit certificate, the purchase contract agent, upon delivery of the evidence and indemnity described above, will deliver the Class A common shares issuable pursuant to the purchase contracts included in the Units evidenced by the certificate.

The purchase contract agreement will provide that we will pay all fees and expenses related to the offering of the Units and the enforcement by the purchase contract agent of the rights of the holders of the Units or the separate purchase contracts or separate mandatory redeemable preference shares, other than expenses (including legal fees) of the underwriters.

Should you elect to separate or recreate Units, you will be responsible for any fees or expenses payable in connection with that separation or recreation, and we will have no liability therefor.

Each prepaid share purchase contract (a "purchase contract"), which initially forms a part of a Unit, will be issued pursuant to the purchase contract agreement, to be dated the date of the initial issuance of the Units, between us and , as purchase contract agent and attorney-in-fact for the holders of purchase contracts from time to time. The following summary of the terms of the purchase contracts contains a description of all of the material terms of the purchase contracts but is not complete. We refer you to the purchase contract agreement to be filed as an exhibit to the registration statement of which this prospectus forms a part.

Unless settled early at your or our option, for each purchase contract we will deliver to you on , 2018 (subject to postponement in certain limited circumstances described below, the "mandatory settlement date") a number of our Class A common shares. The number of our Class A common shares issuable upon settlement of each purchase contract (the "settlement rate") will be determined as follows:

The maximum settlement rate, minimum settlement rate, reference price and threshold appreciation price are each subject to adjustment as described under "—Adjustments to the Fixed Settlement Rates" below. Each of the minimum settlement rate and the maximum settlement rate is referred to as a "fixed settlement rate."

The reference price is the public offering price of our Class A common shares in the concurrent initial public offering of our Class A common shares.

The threshold appreciation price is equal to $100 divided by the minimum settlement rate (rounded to the nearest $0.0001), representing an appreciation of approximately % over the reference price.

For illustrative purposes only, the following table shows the number of our Class A common shares issuable upon settlement of a purchase contract at the assumed applicable market values, based on a reference price of $ and a threshold appreciation price of $ . The table assumes that there will be no adjustments to the fixed settlement rates described under "—Adjustments to the Fixed Settlement Rates" below or settled early at our option or the option of holders as described under "—Early Settlement at Option of Holder," "—Early Settlement Upon a Fundamental Change" or "—Early Mandatory Settlement at Our Election" below. We cannot assure you that the actual applicable market value will be within the assumed range set forth below.

A holder of a Unit or a separate purchase contract, as applicable, would receive on the mandatory settlement date the number of our Class A common shares indicated below for each such Unit or separate purchase contract at the following assumed applicable market values:

Assumed Applicable Market Value		Number of Our Class A Common Shares

$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$

As the above table illustrates, if, on the mandatory settlement date, the applicable market value is greater than the threshold appreciation price of $ , we would be obligated to deliver Class A common shares for each purchase contract. As a result, you would receive only approximately % of the appreciation in market value of the Class A common shares that you would have received had you purchased $100 worth of our Class A common shares at the public offering price in the concurrent initial public offering of our Class A common shares.

If, on the mandatory settlement date, the applicable market value is less than or equal to the threshold appreciation price of $ but greater than or equal to the reference price of $ , we would be obligated to deliver a number of our Class A common shares on the mandatory settlement date equal to $100 divided by the applicable market value. As a result, we would retain all appreciation in the market value of our Class A common shares underlying each purchase contract at or between the reference price and the threshold appreciation price.

If, on the mandatory settlement date, the applicable market value is less than the reference price of $ , we would be obligated to deliver upon settlement of the purchase contract Class A common shares for each purchase contract, regardless of the market price of our Class A common shares. As a result, the holder would realize the entire loss on the decline in market value of our Class A common shares underlying each purchase contract since the date of the pricing of Units.

Because the applicable market value of our Class A common shares is determined over the 20 consecutive "trading days" (as defined below) beginning on, and including, the 23rd scheduled trading day immediately preceding , 2018, the number of our Class A common shares delivered for each purchase contract may be greater than or less than the number that would have been delivered based on the last reported sale price of our Class A common shares on the last trading day in such 20 consecutive trading day period. In addition, you will bear the risk of fluctuations in the market price of the Class A common shares deliverable upon settlement of the purchase contracts between the end of such 20 consecutive trading day period and the date such shares are delivered.

The term "applicable market value" means the average of the daily VWAPs of our Class A common shares for the 20 consecutive trading days beginning on, and including, the 23rd scheduled trading day immediately preceding , 2018.

The term "daily VWAP" of our Class A common shares means, on any date of determination, the per share volume-weighted average price as displayed under the heading Bloomberg VWAP on Bloomberg page "ORES <equity> AQR" (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading on the relevant trading day until the scheduled close of trading on the relevant trading day (or if such volume weighted average price is unavailable, the market price of one of our Class A common shares on such trading day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by us).

"Reference securities exchange" means the NYSE or, if our Class A common shares are not then listed on the NYSE, the principal other United States national or regional securities exchange on which our Class A common shares are then listed or, if our Class A common shares are not then listed on a United States national or regional securities exchange, the principal other market on which our Class A common shares are then listed or admitted for trading.

If our Class A common shares are not listed or admitted for trading on any U.S. national or regional securities exchange or other market, "trading day" means a business day.

A "scheduled trading day" is a day that is scheduled to be a trading day on the reference securities exchange. If our Class A common shares are not listed or admitted for trading on any U.S. national or regional securities exchange or other market, "scheduled trading day" means a business day.

On the mandatory settlement date, our Class A common shares will be delivered to you or your designee, upon:

If one or more of the 20 scheduled trading days beginning on, and including, the 23rd scheduled trading day immediately preceding , 2018 is not a trading day, the mandatory settlement date will be postponed until the third scheduled trading day immediately following the last trading day of the 20 consecutive trading day period during which the applicable market value is determined.

Prior to 5:00 p.m., New York City time, on the last trading day of the 20 consecutive trading day period during which the applicable market value is determined, the Class A common shares underlying each purchase contract will not be issued and outstanding, and the holder of such purchase contract will not have any voting rights, rights to dividends or other distributions or other rights of a holder of our Class A common shares by virtue of holding such purchase contract. The person in whose name any of our Class A common shares shall be issuable upon settlement of the purchase contract and delivered on the mandatory settlement date will become the holder of record of such shares as of 5:00 p.m., New York City time, on the last trading day of the 20 consecutive trading day period during which the applicable market value is determined.

We will pay any documentary, stamp or similar issue or transfer tax due on the issue of any of our Class A common shares upon settlement of the purchase contracts, unless the tax is due because the holder requests any shares to be issued in a name other than the holder's name, in which case the holder will pay that tax.

On any trading day prior to 5:00 p.m., New York City time, on the third scheduled trading day immediately preceding , 2018, you, as a holder of Units or a holder of separate purchase contracts, may elect to settle your purchase contracts early, in whole or in part, and receive a number of our Class A common shares per purchase contract at the early settlement rate. The "early settlement rate" is equal to the minimum settlement rate on the early settlement date, subject to adjustment as described below under "—Adjustments to the Fixed Settlement Rates," unless you elect to settle your purchase contract early in connection with a "fundamental change" (as defined below), in which case you will receive upon settlement of your purchase contract a number of our Class A common shares based on the "fundamental change early settlement rate" as described under "—Early Settlement Upon a Fundamental Change."

Your right to receive Class A common shares upon early settlement of your purchase contract is subject to:

Upon compliance with the requirements described above, you will receive the applicable number of our Class A common shares (and any cash in lieu of fractional shares) issuable as a result of your exercise of your right to early settle on the third business day following the "early settlement date" (as defined below).

If you comply with the requirements for effecting early settlement of your purchase contracts earlier than 5:00 p.m., New York City time, on any business day, then that day will be considered the "early settlement date." If you comply with such requirements at or after 5:00 p.m., New York City time, on any business day or at any time on a day that is not a business day, then the next succeeding business day will be considered the "early settlement date."

The person in whose name any of our Class A common shares shall be issuable upon such early settlement of the purchase contract will become the holder of record of such shares as of 5:00 p.m., New York City time, on the relevant early settlement date.

Upon early settlement of the purchase contract component of a Unit, a separate mandatory redeemable preference share representing the mandatory redeemable preference share component of such Unit will be delivered in the manner set forth herein and will remain issued and outstanding and beneficially owned by or registered in the name of, as the case may be, the holder who elected to settle the related purchase contract early.

At any time prior to 5:00 p.m., New York City time, on the third scheduled trading day immediately preceding , 2018, if a fundamental change occurs, you, as a holder of Units or a holder of separate purchase contracts, may elect to settle your purchase contracts early, in whole or in part, in which case you will receive a number of our Class A common shares (and any cash in lieu of fractional shares) (or, if a reorganization event has occurred, "units of exchange property" (as defined below)) based on the fundamental change early settlement rate. An early settlement will be deemed for these purposes to be "in connection with" such fundamental change if you deliver your early settlement notice to the purchase contract agent, and otherwise satisfy the requirements for effecting early settlement of your purchase contracts, during the period beginning on, and including, the date on which the fundamental change occurs or becomes effective (the "effective date") and ending at 5:00 p.m., New York City time, on the 30th business day thereafter (or, if earlier, the third scheduled trading day immediately preceding , 2018) (the "fundamental change early settlement period"). We refer to this right as the "fundamental change early settlement right."

A holder's right to our Class A common shares (or, if a reorganization event has occurred, units of exchange property) upon early settlement in connection with a fundamental change is subject to compliance with the conditions described under "—Early Settlement at Option of Holder." Upon compliance with the requirements described above, you will receive the Class A common shares (and any cash in lieu of fractional shares) (or, if a reorganization event has occurred, units of exchange property) issuable as a result of your exercise of the fundamental change early settlement right on the third business day following the fundamental change early settlement date (as defined below).

If you comply with the requirements for effecting early settlement of your purchase contracts in connection with a fundamental change prior to 5:00 p.m., New York City time, on any business day during the fundamental change early settlement period, then that day will be considered the "fundamental change early settlement date." If you comply with such requirements at or after 5:00 p.m., New York City time, on any business day or at any time on a day that is not a business day during the fundamental change early settlement period, then the next succeeding business day will be considered the "fundamental change early settlement date."

We will provide the purchase contract agent and the holders of Units and separate purchase contracts with a notice of a fundamental change within five business days after its occurrence, issue a press release announcing such effective date and post such press release on our website. The notice will also set forth, among other things:

A "fundamental change" will be deemed to have occurred upon the occurrence of any of the following:

provided that notwithstanding the foregoing, a fundamental change will not be deemed to occur under clause (b) or (c) above in the case of any transaction or series of transactions of the type described in clause (b), if our Class A common shares are exchanged for, converted into or constitute solely the right to receive stock, other securities, other property or assets, at least 90% of which consists of shares of common equity securities that are, or that upon issuance will be, listed for trading on NYSE, the NASDAQ Global Select Market or the NASDAQ Global Market (or any of their respective successors), and, as a result therefrom, such securities become the exchange property for the purchase contracts.

The "fundamental change early settlement rate" will be determined by reference to the table below, based on the effective date and the "Class A common share price" in the fundamental change, which will be:

The Class A common share prices set forth in the first column of the table below will be adjusted as of any date on which any fixed settlement rate is otherwise adjusted. The adjusted Class A common share prices will equal the Class A common share prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the maximum settlement rate immediately prior to the adjustment giving rise to the Class A common share price adjustment and the denominator of which is the maximum settlement rate as so adjusted. The fundamental change early settlement rate per purchase contract in the table below will be adjusted at the same time and in the same manner as the fixed settlement rates as set forth under "—Adjustments to the Fixed Settlement Rates."

The following table sets forth the fundamental change early settlement rate per purchase contract for each Class A common share price and effective date set forth below:

	Effective Date

Class A Common Share Price	, 2015	, 2016	, 2017	, 2018
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$

The exact Class A common share price and effective date may not be set forth in the table above, in which case:

The maximum number of our Class A common shares deliverable under a purchase contract is , subject to adjustment at the same time and in the same manner as the fixed settlement rates as set forth under "—Adjustments to the Fixed Settlement Rates."

Our obligation to settle the purchase contracts at the fundamental change early settlement rate could be considered a penalty, in which case the enforceability thereof would be subject to general principles of reasonableness of economic remedies.

If you exercise the fundamental change early settlement right following a "reorganization event" (as defined below), as a result of which our Class A common shares would be converted into, or exchanged for, exchange property consisting of securities, cash and/or other property, we will deliver a number of units of exchange property equal to the number of our Class A common shares we would otherwise be required to deliver, as described below.

The person in whose name any of our Class A common shares or other securities, if applicable, shall be issuable following exercise of a holder's fundamental change early settlement right will become the holder of record of such shares or other securities, if applicable, as of 5:00 p.m., New York City time, on the fundamental change early settlement date.

Upon early settlement of the purchase contract component of a Unit upon a fundamental change at your election, a separate mandatory redeemable preference share representing the mandatory redeemable preference share component of such Unit will be delivered in the manner set forth herein and will remain issued and outstanding, and beneficially owned by or registered in the name of, as the case may be, the holder who elected to settle the related purchase contract early upon the fundamental change.

If you do not elect to exercise your fundamental change early settlement right, your purchase contracts will remain outstanding and will be subject to normal settlement on any subsequent early settlement date, subsequent fundamental change early settlement date or the mandatory settlement date, and, to the extent that the relevant fundamental change constitutes a reorganization event, the provisions set forth under "—Adjustments to the Fixed Settlement Rates" regarding the occurrence of such reorganization event.

We have the right to settle the purchase contracts at any time, in whole but not in part, on a date fixed by us as described below at the "early mandatory settlement rate" described below. We refer to this right as our "early mandatory settlement right."

The "early mandatory settlement rate" will be the maximum settlement rate as of the notice date.

If we elect to settle the purchase contracts early, you will have the right to require us to redeem your mandatory redeemable preference shares, on the redemption date and at the redemption price as described under "Description of the Mandatory Redeemable Preference Shares—Redemption of Mandatory Redeemable Preference Shares at Option of Holder." If we exercise our early mandatory settlement right and the holder of any Unit does not require us to redeem the mandatory redeemable preference share that is a component of such Unit, such mandatory redeemable preference share will remain issued and outstanding, and beneficially owned by or registered in the name of, as the case may be, such holder.

If we elect to exercise our early mandatory settlement right, we will provide the purchase contract agent and the holders of Units, separate purchase contracts and separate mandatory redeemable preference shares with a notice of our election (the "early mandatory settlement notice"), issue a press

release announcing our election and post such press release on our website. The early mandatory settlement notice will specify, among other things:

We will deliver the Class A common shares and any cash in lieu of fractional shares to you on the early mandatory settlement date.

The person in whose name any of our Class A common shares shall be issuable following exercise of our early mandatory settlement right will become the holder of record of such shares as of 5:00 p.m., New York City time, on the notice date.


SR₀	=	the fixed settlement rate in effect immediately prior to 5:00 p.m., New York City time, on the last trading day of the 10 consecutive trading day period commencing on, and including, the ex-date for the spin-off;
SR₁	=	the fixed settlement rate in effect immediately after 5:00 p.m., New York City time, on the last trading day of the 10 consecutive trading day period commencing on, and including, the ex-date for the spin-off;
FMV₀	=	the average of the daily VWAPs of the share capital or similar equity interests distributed to holders of our Class A common shares (determined as if such share capital or similar equity interest were our Class A common shares, and the reference in the definition of "daily VWAP" to "ORES" were replaced with the ticker symbol for such share capital or similar equity interest) applicable to one of our Class A common shares for the 10 consecutive trading day period commencing on, and including, the ex-date for the spin-off; and


SR₀	=	the fixed settlement rate in effect immediately prior to 5:00 p.m., New York City time, on the last trading day of the 10 consecutive trading day period commencing on, and including, the trading day next succeeding the expiration date;
SR₁	=	the fixed settlement rate in effect immediately after 5:00 p.m., New York City time, on the last trading day of the 10 consecutive trading day period commencing on, and including, the trading day next succeeding the expiration date;
FMV	=	the fair market value (as determined by our board of directors or an authorized committee thereof) of the aggregate value of all cash and any other consideration paid or payable for shares purchased in such tender offer or exchange offer;
OS₁	=	the number of our Class A common shares issued and outstanding immediately after the last time tenders or exchanges may be made pursuant to such tender offer or exchange offer on the expiration date (the "expiration time") (after giving effect to such tender offer or exchange offer);
OS₀	=	the number of our Class A common shares issued and outstanding immediately prior to the expiration time (prior to giving effect to such tender offer or exchange offer); and
SP₁	=	the average of the daily VWAPs of our Class A common shares for the 10 consecutive trading day period commencing on, and including, the trading day next succeeding the expiration date.

If we are, or one of our subsidiaries is, obligated to purchase our Class A common shares pursuant to any such tender offer or exchange offer, but we are, or such subsidiary is, permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then each fixed settlement rate will be readjusted to be such fixed settlement rate that would then be in effect if such tender offer or exchange offer had not been made.

To the extent that we have a shareholder rights plan in effect with respect to our Class A common shares on any date for determining the number of our Class A common shares issuable to a holder of a Unit or separate purchase contract, you will receive, in addition to our Class A common shares, the rights under the shareholder rights plan, unless, prior to such determination date, the rights have separated from our Class A common shares, in which case each fixed settlement rate will be adjusted at the time of separation as if we made a distribution to all holders of our Class A common shares as described in clause (c) above, subject to readjustment in the event of the expiration, termination or redemption of such rights.

The term "ex-date," when used with respect to any issuance or distribution, means the first date on which our Class A common shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such issuance, dividend or distribution in question from us or, if applicable, from the seller of our Class A common shares on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

The term "record date" means, when used with respect to any dividend, distribution or other transaction or event in which the holders of our Class A common shares have the right to receive any cash, securities or other property or in which our Class A common shares are exchanged for, or converted into, any combination of cash, securities or other property, the date fixed for determination of holders of our Class A common shares entitled to receive such cash, securities or other property (whether such date is fixed by our board of directors (or an authorized committee thereof) or by statute, contract or otherwise).

in each case, as a result of which our Class A common shares would be converted into, or exchanged for, securities, cash and/or other property (each, a "reorganization event"), then at and after the effective time of the reorganization event, each purchase contract outstanding will, without the consent of the holders of the purchase contracts, become a contract to purchase the kind and amount of securities, cash and/or other property that a holder of our Class A common shares would have been entitled to receive in connection with such reorganization event (such securities, cash and other property, the "exchange property" with each unit of exchange property being the kind and amount of

exchange property that a holder of one of our Class A common shares would have received in such reorganization event).

For purposes of the foregoing, the type and amount of exchange property in the case of any reorganization event that causes our Class A common shares to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of our Class A common shares that affirmatively make such an election or, if no holders make such an election, the weighted average of the types and amounts of consideration received by all holders of our Class A common shares.

The number of "units of exchange property" we will deliver for each purchase contract settled following the effective date of such reorganization event will be equal to the number of our Class A common shares we would otherwise be required to deliver (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the date such contracts are actually settled). Each fixed settlement rate will be determined using the applicable market value of a unit of exchange property that a holder of one of our Class A common shares would have received in such reorganization event and such value will be determined, on any date of determination, with respect to:

In addition, to the extent permitted by applicable law and the continued listing requirements of the NYSE (or any other stock exchange on which the Units, separate purchase contracts or our Class A common shares may then be listed), we may make such increases in each fixed settlement rate as we deem advisable in order to avoid or diminish any income tax to holders of our Class A common shares resulting from any bonus issue, dividend or distribution of our Class A common shares (or issuance of rights, options or warrants to acquire our Class A common shares) or from any event treated as such for income tax purposes or for any other reason. We may only make such a discretionary adjustment if we make the same proportionate adjustment to each fixed settlement rate.

In the event of a taxable distribution to holders of our Class A common shares that results in an adjustment of each fixed settlement rate or an increase in each fixed settlement rate in our discretion, holders of the purchase contracts may, in certain circumstances, be deemed to have received a distribution subject to U.S. federal income tax as a dividend. See "Material U.S. Federal Income Tax Considerations" in this prospectus.

Adjustments to each fixed settlement rate will be calculated to the nearest 1/10,000th of a share.

No adjustment in the fixed settlement rates will be required unless the adjustment (taken together with any carried forward adjustments) would require an increase or decrease of at least 1.0%. If any adjustment is not required to be made because it would not change the fixed settlement rates by at least 1.0%, then the adjustment will be carried forward and taken into account in any subsequent adjustment; provided that, on any date for determining the number of our Class A common shares

issuable to a holder of Unit or separate purchase contract, adjustments to the fixed settlement rates will be made with respect to any such adjustment carried forward and which has not been taken into account before such determination date.

If we issue rights, options or warrants that are only exercisable upon the occurrence of certain triggering events,

Notwithstanding the foregoing, no adjustment to the fixed settlement rates will be made if holders of Units or any separate purchase contracts may participate in the transaction (at a level based on the maximum settlement rate) that would otherwise give rise to such adjustment at the same time and on the same terms as holders of our Class A common shares without having to settle such holders' purchase contracts.

Except as stated above, the fixed settlement rates will not be adjusted for the issuance of our Class A common shares or any securities convertible into or exchangeable for our Class A common shares or carrying the right to purchase any of the foregoing, or for the repurchase of our Class A common shares. For example, the fixed settlement rates will not be adjusted:

Whenever the fixed settlement rates are adjusted, we will deliver to the purchase contract agent a certificate setting forth in reasonable detail the method by which the adjustment to each fixed settlement rate was determined and setting forth each revised fixed settlement rate. In addition, we will, within ten business days of any event requiring such adjustment, provide or cause to be provided written notice of the adjustment to the holders of the Units and separate purchase contracts and describe in reasonable detail the method by which each fixed settlement rate was adjusted; such notification may be made by a press release.

For the avoidance of doubt, each adjustment to each fixed settlement rate will result in a corresponding adjustment to the early settlement rate and early mandatory settlement rate.

If an adjustment is made to the fixed settlement rates, an inversely proportional adjustment will also be made to the reference price. For the avoidance of doubt, no separate inversely proportional adjustment will be made to the threshold appreciation price because it is equal to $100 divided by the minimum settlement rate (rounded to the nearest $0.0001) as adjusted in the manner described herein. Because (a) the applicable market value is an average of the daily VWAPs of our Class A common shares over a 20 consecutive trading day period and (b) the fundamental change early settlement rate is generally based on a "Class A common share price" that is calculated based on an average of the daily VWAPs over a 10 consecutive trading day period, we will make appropriate adjustments, if any, to the relevant daily VWAPs prior to the relevant issuance date, record date, ex-date, effective date or expiration date, as the case may be, used to calculate the applicable market value or "Class A common share price" to account for any event that, pursuant to the purchase contract agreement, would lead to an adjustment to the fixed settlement rates if the related issuance date, record date, ex-date, effective date or expiration date occurs during the period in which the applicable market value or "Class A common share price," as the case may be, is being calculated.

No fractional shares will be issued to holders upon settlement of the purchase contracts. In lieu of fractional shares otherwise issuable, holders will be entitled to receive an amount in cash calculated on an aggregate basis in respect of the purchase contracts being settled in which the fractional share amount will be multiplied by the daily VWAP of our Class A common shares on the trading day immediately preceding the mandatory settlement date, early settlement date, fundamental change early settlement date or early mandatory settlement date, as the case may be.

Pursuant to the terms of the purchase contract agreement, the mandatory settlement date for each purchase contract, whether held separately or as part of a Unit, will automatically accelerate upon the occurrence of specified events of bankruptcy, insolvency or reorganization with respect to us. Pursuant to the terms of the purchase contract agreement, upon acceleration, holders will be entitled under the terms of the purchase contracts to receive a number of our Class A common shares per purchase contract equal to the maximum settlement rate in effect immediately prior to such acceleration (regardless of the market value of our Class A common shares at that time). If for any reason the accelerated purchase contracts are not settled by the delivery of our Class A common shares, a holder may have a damage claim against us for the value of the Class A common shares that we would have otherwise been required to deliver upon settlement of the purchase contracts. It is possible that this claim for damages in a U.S. bankruptcy proceeding, if applicable, would rank equally with the claims by holders of our Class A common shares in the bankruptcy proceeding, in which case you would only be able to recover damages to the extent holders of our Class A common shares receive any recovery.

The purchase contract agreement will contain provisions permitting us and the purchase contract agent to modify the purchase contract agreement without the consent of the holders of purchase contracts (whether held separately or as a component of Units) for any of the following purposes:

The purchase contract agreement will contain provisions permitting us and the purchase contract agent, with the consent of the holders of not less than a majority of the purchase contracts at the time outstanding, to modify the terms of the purchase contracts or the purchase contract agreement. However, no such modification may, without the consent of the holder of each outstanding purchase contract affected by the modification,

In executing any modification, the purchase contract agent shall be entitled to receive an opinion of counsel stating that such modification is authorized or permitted under the terms of the purchase contract agreement.

We will at all times reserve and keep available out of our authorized and unissued common shares, solely for issuance upon settlement of the purchase contracts, that number of Class A common shares as shall from time to time be issuable upon the settlement of all purchase contracts then outstanding, assuming settlement at the maximum settlement rate.

The purchase contract agreement, the Units, the purchase contracts and any claim, controversy or dispute arising under or related to the purchase contract agreement, the Units or the purchase contracts will be governed by, and construed in accordance with, the laws of the State of New York, except to the extent that the mandatory redeemable preference share component of the Unit will be governed by the laws of Bermuda.

The purchase contract agreement will provide that we and the purchase contract agent will waive our and its respective rights to trial by jury in any action or proceeding arising out of or related to the purchase contracts, the purchase contract agreement or the transactions contemplated thereby, to the extent permitted by law.

will be the purchase contract agent. The purchase contract agent will act as the agent for the holders of Units and separate purchase contracts from time to time. The purchase contract agreement will not obligate the purchase contract agent to exercise any discretionary actions in connection with a default under the terms of the purchase contracts or the purchase contract agreement.

The purchase contract agreement will contain provisions limiting the liability of the purchase contract agent. The purchase contract agreement will contain provisions under which the purchase contract agent may resign or be replaced. This resignation or replacement would be effective upon the acceptance of appointment by a successor.

We will be responsible for making all calculations called for under the Units and any separate purchase contracts. The purchase contract agent will have no obligation to make any such calculations. All such calculations made by us will be made in good faith and, absent manifest error, will be final and binding on the purchase contract agent and the holders of the Units and any separate purchase contracts. We will provide a schedule of such calculations to the purchase contract agent and the purchase contract agent will be entitled to conclusively rely upon the accuracy of such calculations without independent verification.

Each share of our % mandatory redeemable preference shares, Series A (the "mandatory redeemable preference shares"), which initially forms a part of a Unit, will be issued by us under a certificate of designations (the "certificate of designations") to be dated on or prior to the date of first issuance of the mandatory redeemable preference shares. The following summary of the terms of the mandatory redeemable preference shares contains a description of all of the material terms of the mandatory redeemable preference shares but is not complete. We refer you to the form of certificate of designations, which will be filed as an exhibit to the registration statement of which this prospectus forms a part. Copies of the certificate of designations will be available for inspection at our offices.

Immediately following the completion of this offering, our authorized share capital will include preference shares, par value $0.01 per share, that our board of directors is authorized to designate from time to time as one or more series of preference shares. Pursuant to Bermuda law and our bye-laws, our board of directors by resolution may establish one or more series of preference shares having such number of shares, designations, dividend rates, relative voting rights, conversion or exchange rights, redemption rights, liquidation rights and other relative participation, optional or other special rights, qualifications, limitations or restrictions as may be fixed by our board of directors without any further shareholder approval. We have not previously designated any series of such authorized preference shares. At the consummation of this offering, we will issue mandatory redeemable preference shares as part of the Units. In addition, we have granted the underwriters an option to purchase up to additional Units in accordance with the procedures set forth in the section of this prospectus entitled "Underwriting," solely to cover overallotments, and if the underwriters exercise such overallotment option in full, we will issue additional mandatory redeemable preference shares.

The mandatory redeemable preference shares will be issued under the certificate of designations, with an initial liquidation preference of $ per share.

When issued, the mandatory redeemable preference shares and any of our Class A common shares issued in respect of dividends or any reduction in liquidation preference of the mandatory redeemable preference shares will be fully paid and non-assessable. The holders of the mandatory redeemable preference shares will have no pre-emptive or preferential rights to purchase or subscribe for shares, obligations, warrants or other securities of any class or series.

The mandatory redeemable preference shares, with respect to dividend rights and rights upon our liquidation, winding-up or dissolution, rank:

In addition, the mandatory redeemable preference shares, with respect to dividend rights or rights upon our liquidation, winding-up or dissolution, will be structurally subordinated to existing and future indebtedness of our subsidiaries as well as the share capital of our subsidiaries held by third parties. It is possible a bankruptcy court may not respect the priority of the preference shares. See "Risks Relating to this Offering—We may not be able to settle your purchase contracts and deliver our Class A common shares, or make payments on the mandatory redeemable preference shares or redeem the mandatory redeemable preference shares, in the event that we file for bankruptcy or our liquidation is commenced."

We will make quarterly preference share installment payments of $ per mandatory redeemable preference share on , , and of each year, commencing on , 2016 (each, a "preference share installment payment date") (except for the first preference share installment payment, which will be $ per mandatory redeemable preference share), in each case, to the extent that we are legally permitted to make such payment and, with respect to the dividend portion of such payment, such dividend is declared by our board of directors (or an authorized committee thereof). Each preference share installment payment will constitute a payment of dividends and a payment of the redemption amount, allocated as set forth on the redemption schedule set forth under "—Redemption Schedule." To the extent that we are not legally permitted to pay the redemption amount portion of any preference share installment payment, such redemption amount shall become due and payable on the first subsequent preference share installment payment date (or, in the case of the final preference share installment payment date, the first day thereafter) on which we are legally permitted to make such payment. Each quarterly preference share installment payment will be payable in cash, by delivery of our Class A common shares or through any combination of cash and our Class A common shares, at our election, as described under "—Method of Delivery of Preference Share Installment Payments" below. The portion of any preference share installment payment that constitutes a dividend will be payable on the relevant preference share installment payment date only if our board of directors (or an authorized committee thereof) declares a dividend with respect to such date and to the extent we are legally permitted to pay such dividend, except that we will be required to pay, to the extent that we are legally permitted to do so, all accumulated dividends (whether or not declared) on the portion of the liquidation preference that is subject to partial redemption on such preference share installment payment date. Any other undeclared and unpaid dividends with respect to outstanding liquidation preference (after giving effect to any prior reductions therein) of the mandatory redeemable preference shares will continue to accumulate. Assuming our board of directors (or an authorized committee thereof) makes such declarations with respect to each of the preference share installment payment dates and that we are legally permitted to make such payments, the preference share installment payments in the aggregate per year will be equivalent to a % cash payment per year with respect to each $100 stated amount of a Unit, subject to our ability to deliver our Class A common shares in lieu of part or all of such payments.

Dividends on the mandatory redeemable preference shares shall accumulate from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the date of original issuance of the mandatory redeemable preference shares, whether or not in any dividend period or periods we have been legally permitted to pay any such dividends. Dividends shall accumulate

at an annual rate of % on the outstanding liquidation preference (after giving effect to any prior reductions therein) of the mandatory redeemable preference shares as in effect on the immediately preceding preference share installment payment date (after giving effect to the partial redemption that occurs on such date). Declared dividends (and, with respect to the portion of the liquidation preference that is subject to partial redemption on the relevant preference share installment payment date, all accumulated and unpaid dividends, whether or not declared) will be payable as part of the preference share installment payments that are payable on the relevant preference share installment payment date to holders of record as they appear on our share register at 5:00 p.m., New York City time, on the immediately preceding , , or (each, a "preference shares record date"), to the extent that we are legally permitted to make such payments. These preference shares record dates will apply regardless of whether a particular preference shares record date is a business day. A "business day" means any day other than a Saturday, Sunday or any day on which banking institutions in New York, New York are authorized or obligated by applicable law or executive order to close or be closed. If a preference share installment payment date is not a business day, such payment will be made on the next succeeding business day, without any interest or other payment in lieu of interest accruing with respect to this delay.

Each dividend payment for any period will be computed on the basis of a 360-day year of twelve 30-day months, and, in the case of partial months, the number of days actually elapsed in the relevant period. A full dividend period is the period from, and including, a preference share installment payment date to, but excluding, the next preference share installment payment date, except that the initial dividend period will commence on and include the initial issue date of the mandatory redeemable preference shares and will end on and exclude the , 2016 preference share installment payment date. Accumulated dividends will not bear interest if they are paid subsequent to the relevant preference share installment payment date.

Preference share installment payments will be applied (i) first to all accumulated dividends (whether or not declared) on the portion of the liquidation preference that is subject to partial redemption on the applicable preference share installment payment date, (ii) second to the redemption amount and (iii) then to any declared and unpaid dividends, allocated as set forth on the redemption schedule under "—Redemption Schedule."

No dividends will be declared or paid upon, or any sum of cash or number of our Class A common shares set apart for the payment of dividends upon, any outstanding mandatory redeemable preference share with respect to any dividend period unless (x) all dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum of cash and/or number of our Class A common shares have been set apart for the payment of such dividends upon, all outstanding mandatory redeemable preference shares and (y) all amounts due under items (i) and (ii) of the prior paragraph have been paid (or a sufficient sum of cash and/or number of our Class A common shares have been set apart for such payment).

Our ability to declare and pay dividends and to pay the redemption amount of any preference share installment payment may be limited by applicable Bermuda law. We believe both of these portions of the payment must satisfy the Bermuda law requirements for dividends. Under Bermuda law, a company's board of directors may not declare or pay dividends if there are reasonable grounds for believing either that the company is, or would after the payment be, unable to pay its liabilities as they become due or that the realizable value of the company's assets would thereby be less than its liabilities. See the section of this prospectus entitled "Risk Factors—Risks Relating to this Offering—We may not be able to pay the preference share installment payments, and the failure to do so could adversely affect the market price of the Units."

So long as any mandatory redeemable preference share remains outstanding, no dividend or distribution shall be declared or paid on our common shares or any other junior shares, and no

common shares or other junior shares or parity shares shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by us or any of our subsidiaries unless all accumulated and unpaid dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum of cash or number of our Class A common shares have been set apart for the payment of such dividends upon, all outstanding mandatory redeemable preference shares. The foregoing limitation shall not apply to: (i) purchases of fractional interests in any of our common shares or other junior shares pursuant to the conversion or exchange provisions of such other junior shares or any securities exchangeable for or redeemable into such common shares or other junior shares; (ii) redemptions, purchases or other acquisitions of our common shares or other junior shares in connection with the administration of any employee benefit plan in the ordinary course of business, including, without limitation, the repurchase of unvested restricted shares or share withholdings upon exercise, delivery or vesting of equity awards granted to officers, directors and employees; (iii) any dividends or distributions of rights or our Class A common shares or other junior shares in connection with a shareholders' rights plan or any redemption or repurchase of rights pursuant to any shareholders' rights plan; (iv) the acquisition by us or any of our subsidiaries of record ownership in our common shares or other junior shares or parity shares for the beneficial ownership of any other persons (other than us or any of our subsidiaries), including as trustees or custodians; (v) the exchange or conversion of junior shares for or into other junior shares or of parity shares for or into other parity shares (with the same or lesser aggregate liquidation amount) or junior shares; and (vi) any dividend or distribution payable in our common shares or other junior shares.

When dividends on the mandatory redeemable preference shares have not been paid in full on any preference share installment payment date or declared and a sum of cash or number of our Class A common shares sufficient for payment thereof set aside for the benefit of the holders thereof, no dividends may be declared or paid on any parity shares unless dividends are declared on the mandatory redeemable preference shares such that the respective amounts of such dividends declared on the mandatory redeemable preference shares and each such other class or series of parity shares shall bear the same ratio to each other as all accumulated and unpaid dividends per share on the mandatory redeemable preference shares and such class or series of parity shares bear to each other; provided that any unpaid dividends will continue to accumulate.

Subject to the foregoing, and not otherwise, such dividends and distributions (payable in cash, securities or other property) as may be determined by the board of directors, or an authorized committee thereof, may be declared and paid on any securities, including our common shares and other junior shares, to the extent lawful, and holders of mandatory redeemable preference shares shall not be entitled to participate in any such dividends or distributions.

Subject to the limitations described below, we may make any preference share installment payment (or any portion of any preference share installment payment) on the mandatory redeemable preference shares determined in our sole discretion:

We will make each preference share installment payment on the mandatory redeemable preference shares in cash, except to the extent that we elect to effect a preference share installment payment or a portion thereof by delivering our Class A common shares. We will give the holders of mandatory redeemable preference shares notice of any such election and the portion of such payment that will be made in cash and the portion that will be effected through delivery of our Class A common shares no

later than the tenth scheduled trading day prior to the preference share installment payment date for such preference share installment payment.

If we elect to effect any such preference share installment payment, or any portion thereof, by delivering our Class A common shares, we will notify holders of such election and such shares shall be valued at the average of daily VWAPs of our Class A common shares over the five consecutive trading day period beginning on, and including, the seventh scheduled trading day immediately preceding the applicable preference share installment payment date, multiplied by 97%. We will make appropriate adjustments, if any, to such daily VWAPs if the issuance date, record date, ex-date, effective date or expiration date for any event that would lead to an adjustment to the fixed settlement rates under the purchase contract agreement occurs during such five trading day period.

If one or more of the five scheduled trading days beginning on, and including, the seventh scheduled trading day immediately preceding the applicable preference share installment payment date is not a trading day, the applicable preference share installment payment date will be postponed until the third scheduled trading day immediately following the last trading day of the applicable five consecutive trading day period.

No fractional shares will be delivered to the holders of mandatory redeemable preference shares in respect of preference share installment payments. We will instead pay a cash adjustment to each holder that would otherwise be entitled to a fraction of a Class A common share based on the daily VWAP of our Class A common shares on the last trading day of such five trading day period.

To the extent a shelf registration statement is required in our reasonable judgment in connection with the issuance of or for resales (by entities that are not our affiliates) of our Class A common shares issued as part of a preference share installment payment, we will, to the extent such a registration statement is not currently filed and effective, use our reasonable best efforts to file and maintain the effectiveness of such a shelf registration statement until the earlier of such time as all such Class A common shares have been resold thereunder and such time as all such shares are freely tradable (by entities that are not our affiliates) without registration. To the extent applicable, we will also use our reasonable best efforts to have the Class A common shares qualified or registered under applicable state securities laws, if required, and approved for listing on the NYSE (or if our Class A common shares are not listed on the NYSE, on the principal other U.S. national or regional securities exchange on which our Class A common shares are then listed).

The scheduled preference share installment payments, including the scheduled redemption amount and dividend payments, for each preference share installment payment date are set forth below. We will agree in the certificate of designations for the mandatory redeemable preference shares to partially reduce the liquidation preference of the mandatory redeemable preference shares on each quarterly preference share installment payment date by the redemption amount paid until no liquidation preference remains. All mandatory redeemable preference shares will be fully redeemed on the last preference share installment payment date. As consideration for the partial redemption, we will pay the redemption amount per mandatory redeemable preference share on each preference share installment payment date equal to the "redemption amount" set forth in the table below with respect to such preference share installment payment date, to the extent that we are legally permitted to make such payment, and the liquidation preference of each such mandatory redeemable preference share will be reduced by the amount of any such payment on the date such payment is made, without requiring the holder to surrender any share certificates. Such redemption amounts will be payable to the holders of record of the mandatory redeemable preference shares on the relevant record date.

To the extent that we are not legally permitted to pay the redemption amount portion of any preference share installment payment, such redemption amount shall become due and payable on the

first subsequent preference share installment payment date (or, in the case of the final preference share installment payment date, the first day thereafter) on which we are legally permitted to make such payment.

The table below assumes that our board of directors (or an authorized committee thereof) declares a dividend payable on the mandatory redeemable preference shares with respect to each of the preference share installment payment dates set forth below. However, we are not obligated to pay dividends on the mandatory redeemable preference shares on any preference share installment payment date if our board of directors (or an authorized committee thereof) does not declare a dividend with respect to such date, except that we will be obligated on any preference share installment payment date to pay, to the extent that we are legally permitted to do so, all accumulated dividends (whether or not declared) on the portion of the liquidation preference that is subject to partial redemption on such preference share installment payment date.

Preference Share Installment Payment Date	Redemption Amount	Dividend Amount

, 2016	$	$
, 2016	$	$
, 2016	$	$
, 2016	$	$
, 2017	$	$
, 2017	$	$
, 2017	$	$
, 2017	$	$
, 2018	$	$
, 2018	$	$
, 2018	$	$
, 2018	$	$

If we elect to exercise our early mandatory settlement right with respect to the purchase contracts, then holders of the mandatory redeemable preference shares (whether as components of Units or separate mandatory redeemable preference shares) will have the right (the "redemption right") to require us to redeem some or all of their mandatory redeemable preference shares for cash, our Class A common shares or a combination thereof, at our election, at the redemption price per mandatory redeemable preference share to be redeemed on the redemption date, as described below.

Holders may only require us to redeem whole shares and do not have the right to require us to redeem a fraction of a mandatory redeemable preference share. Holders will not have the right to require us to redeem any or all of such holder's mandatory redeemable preference shares in connection with any early settlement of such holder's purchase contracts at the holder's option, as described above under "Description of the Purchase Contracts—Early Settlement at Option of Holder" and "Description of the Purchase Contracts—Early Settlement Upon a Fundamental Change."

The "redemption date" will be a date specified by us in the early mandatory settlement notice, which will be at least 20 but not more than 45 business days following the date of our early mandatory settlement notice as described under "Description of the Purchase Contracts—Early Mandatory Settlement at Our Election" (and which may or may not fall on the early mandatory settlement date). In the event that we are not legally permitted to pay the redemption price on the scheduled redemption date, the redemption date shall be postponed to the first day thereafter on which we are legally permitted to make such payment.

The "redemption price" per mandatory redeemable preference share to be redeemed will be equal to the liquidation preference of such mandatory redeemable preference share as of the redemption date plus accumulated and unpaid dividends on such mandatory redeemable preference share to, but excluding, the redemption date; provided, however, if the redemption date falls after a record date and on or prior to the immediately succeeding preference share installment payment date, the preference share installment payment payable on such preference share installment payment date will be paid on such preference share installment payment date to the holder as of such record date and will not be included in the redemption price per mandatory redeemable preference share. If we elect to pay the redemption price, or any portion thereof, by delivering our Class A common shares, we will notify holders of such election and such shares shall be valued at the average of daily VWAPs of our Class A common shares over the five consecutive trading day period beginning on, and including, the seventh scheduled trading day immediately preceding the redemption date, multiplied by 97%. We will make appropriate adjustments, if any, to such daily VWAPs if the issuance date, record date, ex-date, effective date or expiration date for any event that would lead to an adjustment to the fixed settlement rates under the purchase contract agreement occurs during such five trading day period.

No fractional shares will be delivered to the holders of shares of the mandatory redeemable preference shares in respect of the redemption price. We will instead pay a cash adjustment to each holder that would otherwise be entitled to a fraction of a Class A common share based on the daily VWAP of our Class A common shares on the last trading day of such five trading day period.

To exercise your redemption right, you must deliver, on or before 5:00 p.m., New York City time, on the second business day immediately preceding the redemption date, the mandatory redeemable preference shares to be redeemed (or the Units, if the early mandatory settlement date falls on the same day as the redemption date and you have not separated your Units into their constituent components), together with a duly completed written redemption notice (a "redemption notice"), in each case in accordance with appropriate DTC procedures, unless you hold certificated mandatory redeemable preference shares (or Units), in which case you must deliver the mandatory redeemable preference shares to be redeemed (or Units), duly endorsed for transfer, together with a redemption notice, to us. Your redemption notice must state:

You may withdraw any redemption notice (in whole or in part) by a written, irrevocable notice of withdrawal delivered (in the case of mandatory redeemable preference shares in global form, in accordance with the appropriate DTC procedures) to us, on or before 5:00 p.m., New York City time, on the second business day immediately preceding the redemption date. The notice of withdrawal must state:

We will be required to redeem the mandatory redeemable preference shares on the redemption date. You will receive payment of cash in respect of the redemption price on the later of (i) the redemption date and (ii) the time of book-entry transfer or the delivery of mandatory redeemable preference shares.

In connection with any redemption offer pursuant to an early mandatory settlement notice, we will:

Our obligation to pay the redemption price could be considered a penalty, in which case the enforceability thereof would be subject to general principles of reasonableness of economic remedies.

In the event of our voluntary or involuntary liquidation, winding-up or dissolution, each holder of mandatory redeemable preference shares will be entitled to receive a liquidation preference in the amount of $ per mandatory redeemable preference share (the "liquidation preference"), subject to reduction from time to time as described under "—Redemption Schedule" above, plus an amount equal to accumulated and unpaid dividends on the shares to, but excluding, the date fixed for liquidation, winding-up or dissolution to be paid out of our assets available for distribution to our shareholders, after satisfaction of liabilities to our creditors and holders of any senior shares and before any payment or distribution is made to holders of junior shares, including our common shares. It is possible a court may not respect the priority of the preference shares. See "Risks Relating to this Offering—We may not be able to settle your purchase contracts and deliver our Class A common shares, or make payments on the mandatory redeemable preference shares or redeem the mandatory redeemable preference shares, in the event that we file for bankruptcy or our liquidation is commenced." If, upon our voluntary or involuntary liquidation, winding-up or dissolution, the amounts payable with respect to the liquidation preference plus an amount equal to accumulated and unpaid dividends of the mandatory redeemable preference shares and all parity shares is not paid in full, the holders of the mandatory redeemable preference shares and any parity shares will share equally and ratably in any distribution of our assets in proportion to the respective liquidation preferences and amounts equal to accumulated and unpaid dividends to which they are entitled. After payment of the full amount of the liquidation preference and an amount equal to accumulated and unpaid dividends to which they are entitled, the holders of the mandatory redeemable preference shares will have no right or claim to any of our remaining assets.

Neither the sale of all or substantially all of our assets or business (other than in connection with our liquidation, winding-up or dissolution), nor our merger, consolidation or amalgamation into or with any other person, will be deemed to be our voluntary or involuntary liquidation, winding-up or dissolution.

The certificate of designations does not contain any provision requiring funds to be set aside to protect the liquidation preference of the mandatory redeemable preference shares even though the liquidation preference of the mandatory redeemable preference shares is substantially in excess of the par value thereof.

The holders of the mandatory redeemable preference shares do not have voting rights other than those described below or as specifically required by Bermuda law.

Whenever dividends on any mandatory redeemable preference shares (i) have not been declared and paid or (ii) have been declared but a sum of cash and/or a number of our Class A common shares, as the case may be, sufficient for payment thereof has not been set aside for the benefit of the holders, in the case of either clause (i) or (ii) for the equivalent of six or more dividend periods, whether or not consecutive (a "nonpayment"), the holders of such mandatory redeemable preference shares, voting together as a single class with holders of any and all other series of voting preference shares (as defined below) then issued and outstanding, will be entitled at our next special or annual general meeting of shareholders to vote for the election of a total of two additional members of our board of directors (the "preference shares directors"); provided that the election of any such directors will not cause us to violate the corporate governance requirements of the NYSE (or any other exchange or automated quotation system on which our securities may be listed or quoted); and provided further that our board of directors shall, at no time, include more than two preference shares directors. In that event, we will increase the number of directors on our board of directors by two, and the new directors will be elected at a special general meeting of shareholders called at the request of the holders of at least 20% of the mandatory redeemable preference shares or of any other series of voting preference shares (provided that such request is received at least 90 calendar days before the date fixed for the next annual or special general meeting of the shareholders, failing which election shall be held at such next annual or special general meeting of shareholders), and at each subsequent annual meeting, so long as the holders of the mandatory redeemable preference shares continue to have such voting rights.

As used in this prospectus, "voting preference shares" means any other class or series of our preference shares ranking equally with the mandatory redeemable preference shares either as to dividends or the distribution of assets upon liquidation, dissolution or winding up and upon which like voting rights have been conferred and are exercisable. Whether a plurality, majority or other portion of the mandatory redeemable preference shares and any other voting preference shares have been voted in favor of any matter shall be determined by reference to the respective liquidation preference amounts of the mandatory redeemable preference shares and such other voting preference shares voted.

If and when all accumulated and unpaid dividends have been paid in full, or declared and a sum of cash and/or a number of our Class A common shares, as the case may be, sufficient for such payment shall have been set aside (a "nonpayment remedy"), the holders of mandatory redeemable preference shares shall immediately and, without any further action by us, be divested of the foregoing voting rights, subject to the revesting of such rights in the event of each subsequent nonpayment. If such voting rights of the holders of the mandatory redeemable preference shares and all other holders of voting preference shares have terminated, the term of office of each preference shares director so elected will terminate at such time and the number of directors on our board of directors will automatically decrease by two.

Any preference shares director may be removed at any time without cause by the holders of record of a majority in voting power of the issued and outstanding mandatory redeemable preference shares and any other voting preference shares then issued and outstanding (voting together as a class) when they have the voting rights described above. In the event that a nonpayment shall have occurred and there shall not have been a nonpayment remedy, any vacancy in the office of a preference shares director (other than prior to the initial election after a nonpayment) may be filled by the written consent of the preference shares director remaining in office or, if none remains in office, by a vote of the holders of record of a majority in voting power of the issued and outstanding mandatory redeemable preference shares and any other voting preference shares then issued and outstanding (voting together as a class) when they have the voting rights described above; provided that the filling of each vacancy will not cause us to violate the corporate governance requirements of the NYSE (or any other exchange or automated quotation system on which our securities may be listed or quoted). The preference shares directors will each be entitled to one vote per director on any matter.

So long as any mandatory redeemable preference shares remain issued and outstanding, we will not, without the affirmative vote or consent of the holders of at least two-thirds in voting power of the issued and outstanding mandatory redeemable preference shares and all other series of voting preference shares entitled to vote thereon, voting together as a single class, given in person or by proxy, either in writing or at a meeting:

provided, however, that (1) an increase in the authorized or issued mandatory redeemable preference shares and (2) the creation and issuance, or an increase in the authorized or issued amount, of any other series of preference shares ranking equally with or junior to the mandatory redeemable preference shares with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative), payments upon redemption (if any) and the distribution of assets upon our liquidation, dissolution or winding up, will be deemed not to adversely affect the rights, powers or preferences of the mandatory redeemable preference shares and shall not require the affirmative vote or consent of holders of the mandatory redeemable preference shares.

If any authorization, creation, issuance, amendment, alteration, repeal, share exchange, reclassification, merger, consolidation or amalgamation described above would adversely affect one or more but not all series of voting preference shares (including the mandatory redeemable preference shares for this purpose), then only the series of voting preference shares adversely affected and entitled to vote shall vote as a class on such matter in lieu of all other series of voting preference shares.

In the event we require a vote or consent of the holders of mandatory redeemable preference shares (including in the case of nonpayment as described above), each holder of record of mandatory redeemable preference shares will initially be entitled to vote according to the aggregate liquidation preference of mandatory redeemable preference shares that it owns. Therefore, each holder's voting power will decrease proportionately relative to other series of preference shares after any reduction in liquidation preference on each quarterly preference share installment payment date. See "—Redemption Schedule."

The following is a summary of the material U.S. federal income tax consequences of the purchase, ownership and disposition of the Units, the purchase contracts and the mandatory redeemable preference shares that are components of Units and our Class A common shares acquired under a purchase contract or in respect of the mandatory redeemable preference shares. This discussion applies to U.S. Holders (as defined below) who (i) acquire Units upon original issuance at the $100 offering price, (ii) do not otherwise own (directly or by attribution) our shares (other than Class A common shares received as a result of owning a Unit or its components), and (iii) hold the Units, the components of the Units and our Class A common shares acquired under a purchase contract or in respect of the mandatory redeemable preference shares as capital assets.

This discussion does not cover all aspects of U.S. federal income taxation that may be relevant to an investor in light of such investor's particular circumstances, including the potential application of the Medicare tax on net investment income, the alternative minimum tax, or the U.S. federal income tax consequences to investors subject to special treatment (such as financial institutions; insurance companies; dealers or traders subject to a mark-to-market method of tax accounting with respect to Units, purchase contracts, the mandatory redeemable preference shares or our common shares; certain former citizens and residents of the United States; persons that directly, indirectly or constructively own 10% or more of our equity interests; persons holding Units, purchase contracts, the mandatory redeemable preference shares or our common shares as part of a hedge, "straddle," equity-linked arbitrage strategy, integrated transaction or similar transaction; or U.S. Holders whose functional currency is not the U.S. dollar; tax-exempt entities).

As used herein, a "U.S. Holder" is a beneficial owner of Units, purchase contracts, mandatory redeemable preference shares, or our Class A common shares acquired under a purchase contract or in respect of mandatory redeemable preference shares that is for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or any other entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or (iv) a trust, if (a) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons control all substantial decisions of the trust or (b) a valid election is in place to treat the trust as a domestic trust for U.S. federal income tax purposes.

If any entity or arrangement classified as a partnership for U.S. federal income tax purposes holds Units, the purchase contracts, the mandatory redeemable preference shares, or our common shares, the U.S. tax treatment of a partner in the partnership will depend on the status of the partner and the activities of the partnership. Prospective purchasers that are partnerships or partners in partnerships are urged to consult their own tax advisors concerning the U.S. federal income tax consequences of the acquisition, ownership and disposition of Units, the purchase contracts, the mandatory redeemable preference shares, or our common shares.

This summary is based on the Internal Revenue Code of 1986, as amended (the "Code"), administrative pronouncements, judicial decisions and final, temporary and proposed Treasury Regulations, changes to any of which subsequent to the date of this prospectus may affect the tax consequences described herein.

All prospective purchasers should consult their own tax advisors with regard to the application of the U.S. federal income tax laws to their particular situations as well as any tax consequences arising under other U.S. federal tax laws (such as estate and gift tax laws) or under the laws of any state, local, or foreign taxing jurisdiction.

Although there is no authority directly on point and therefore the issue is not free from doubt, the Units should be treated as, and we intend to treat them as, an investment unit composed of two separate instruments for U.S. federal income tax purposes that are treated as (i) a prepaid purchase contract to acquire our Class A common shares and (ii) a preference share (taking into account that we do not expect to deliver common shares in redemption of, or as a payment in respect of, the mandatory redeemable preference shares). Under this treatment, a holder of Units should be treated as if it held an ownership interest in each of the two components of the Units for U.S. federal income tax purposes. Holders are bound by this characterization of the Units (except for holders who disclose an alternative characterization on their U.S. federal income tax return), but such characterization will not be binding on the IRS. By acquiring a Unit, unless otherwise required by law, you agree to treat the Unit as an investment unit composed of two separate instruments in accordance with its form, and to treat (i) the purchase contract as a prepaid contract to acquire our Class A common shares and (ii) the mandatory redeemable preference share as a share of our preferred stock that will be completely redeemed by , 2018.

If, however, the components of a Unit were treated as a single instrument, the U.S. federal income tax consequences could differ materially from the consequences described below. For instance, the payments listed as a "redemption amount" in respect of the mandatory redeemable preference shares (in "Description of the Mandatory Redeemable Preference Shares—Redemption Schedule") may be considered a distribution in respect of the mandatory redeemable preference shares that is treated as a dividend for U.S. federal income tax purposes, to the extent of our earnings and profits, in which case U.S. Holders may be required to treat such amounts as ordinary income. Even if the components of a Unit are respected as separate instruments for U.S. federal income tax purposes, the purchase contracts could be treated as our shares, in which case the tax consequences of the purchase, ownership and disposition thereof would be substantially the same as the tax consequences described herein, except that a holder's holding period for the Class A common shares received under a purchase contract would include the period during which the holder held the purchase contract.

The Units are complex financial instruments. No statutory, judicial or administrative authority directly addresses the treatment of the Units or instruments similar to the Units for U.S. federal income tax purposes. As a result, the U.S. federal income tax consequences of the purchase, ownership and disposition of the Units are unclear. No ruling has been or will be sought from the IRS with respect to the issues discussed below, and no assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of those described below. Accordingly, U.S. Holders should consult their own tax advisors as to the U.S. federal income tax consequences of the purchase, ownership and disposition of Units, the purchase contracts, the mandatory redeemable preference shares and our Class A common shares.

Unless stated otherwise, the remainder of this discussion assumes that the characterization of the Units as two separate instruments, the characterization of the mandatory redeemable preference shares as our preferred stock, and the characterization of the purchase contracts as prepaid contracts to acquire our Class A common shares will be respected for U.S. federal income tax purposes.

The $100 offering price of each Unit will be allocated between the purchase contract and the mandatory redeemable preference share that constitute the Unit in proportion to their relative fair market values at the time of issuance. That allocation of the purchase price will establish a U.S. Holder's initial tax basis in the purchase contract and the mandatory redeemable preference share.

We have determined that the offering price allocated to each purchase contract and the corresponding mandatory redeemable preference share is $ and $ , respectively. By

acquiring a Unit, you will agree to such allocation. The remainder of this discussion assumes that (i) this allocation of issue price to each purchase contract and mandatory redeemable preference share will be respected for U.S. federal income tax purposes and (ii) the amount allocated to the mandatory redeemable preference share equals its initial liquidation preference.

Separation and Recreation of Units. U.S. Holders will not recognize gain or loss by (i) separating a Unit into its component purchase contract and mandatory redeemable preference share or (ii) recreating a Unit, as both procedures are described under "Description of the Units—Separating and Recreating Units."

Sale or Other Taxable Disposition of Units. Upon the sale, exchange or other taxable disposition of a Unit, a U.S. Holder will be treated as having sold or disposed of the purchase contract and mandatory redeemable preference share that constitute the Unit. The proceeds realized on a disposition of a Unit will be allocated between the purchase contract and mandatory redeemable preference share of the Unit in proportion to their then relative fair market values. As a result, a U.S. Holder will calculate its gain or loss on the purchase contract separately from the gain or loss on the mandatory redeemable preference share, each as described below. It is thus possible that a U.S. Holder could recognize a capital gain on one component of a Unit but a capital loss on the other component of the Unit.

Under the terms of the mandatory redeemable preference shares, each preference share installment payment will consist in part of a redemption amount and in part of a dividend amount (as described in "Description of the Mandatory Redeemable Preference Shares—Preference Share Installment Payments").

Treatment of the Redemption Amount. Each payment of a redemption amount should be treated as a redemption of a portion of the mandatory redeemable preference shares and the remainder of this discussion assumes such treatment. As described below, however, each payment in respect of a redemption amount may be treated either as an exchange of a portion of the mandatory redeemable preference shares for cash (or, at our election, our Class A common shares), or as a distribution in respect of the mandatory redeemable preference shares, depending upon the U.S. Holder's circumstances as of the time of the preference share installment payment.

Payment of the redemption amount to a particular holder will be treated as an exchange if it (i) results in a "complete termination" of the holder's interest in all of our stock, or (ii) is "not essentially equivalent to a dividend" with respect to the holder (each within the meaning of Section 302(b) of the Code). The redemption amount will be treated as "not essentially equivalent to a dividend," and hence as an exchange, if it results in a "meaningful reduction" in the U.S. Holder's proportionate interest in our stock, based on the relevant facts applicable to the holder. The IRS has ruled in the past that even a small reduction in the percentage interest held by a shareholder in a publicly held corporation will be treated as an exchange if the shareholder's percentage stock ownership is minimal and the shareholder exercises no control over the corporation. In determining whether an exchange has occurred under Section 302(b) of the Code, (i) a series of exchanges that are part of a "firm and fixed plan" may be aggregated into a single exchange and (ii) shares considered to be owned by the tendering holder by reason of certain constructive ownership rules set forth in the Code, as well as shares directly or indirectly owned, must generally be taken into account. These constructive ownership rules can result, for example, in a U.S. Holder being considered to own our Class A common shares as a result of owning the purchase contract, as well as our common shares held by certain affiliated entities of the U.S. Holder. Consequently, the constructive ownership rules can cause

a redemption that otherwise appears to satisfy one of the tests described above to nevertheless be treated as a distribution.

The payment of a redemption amount reduces the liquidation preference, the dividend entitlement and the voting rights of the mandatory redeemable preference shares, and is pursuant to a schedule, as set forth in this prospectus, pursuant to which the mandatory redeemable preference shares will be completely redeemed by , 2018. Accordingly, while each U.S. Holder's situation is different, we expect, subject to the considerations described above, that a redemption amount paid to a U.S. Holder of a Unit that holds none of our common shares (directly or by attribution) other than pursuant to a purchase contract should be treated as received in exchange for the partial (or complete, in the case of the payment of the last redemption amount) redemption of the mandatory redeemable preference shares for U.S. federal income tax purposes. If the redemption amount is considered an exchange of a portion of the mandatory redeemable preference shares, it should be treated as a non-taxable return of capital to the extent of a U.S. Holder's basis in the mandatory redeemable preference shares and thereafter as capital gain. If the redemption amount is considered a distribution in respect of the mandatory redeemable preference shares, the payment should be treated in the same manner as the dividend amount (see discussion under "Treatment of the Dividend Amount" below). Unless otherwise indicated, the remainder of this discussion assumes that the redemption amount will qualify for exchange treatment. U.S. Holders should consult their own tax advisors regarding whether a redemption amount is treated as a distribution or an exchange in light of their particular circumstances.

Treatment of the Dividend Amount. Subject to the discussion under "Passive Foreign Investment Company" below, the dividend amount of a preference share installment payment generally should constitute dividends for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. We do not expect to maintain calculations of our earnings and profits under U.S. federal income tax principles, and therefore, U.S. Holders should expect that the entire amount of any distribution will be treated as ordinary dividend income for U.S. federal income tax purposes.

Subject to certain holding period requirements and other conditions, dividends paid to individuals and other non-corporate U.S. Holders of the mandatory redeemable preference shares may be eligible for preferential rates of taxation if the dividends are "qualified dividends" for U.S. federal income tax purposes. Dividends received with respect to the mandatory redeemable preference shares may be qualified dividends if (i) (a) our mandatory redeemable preference shares are readily tradable on the NYSE, or (b) we are eligible for the benefits of a comprehensive income tax treaty with the United States that the IRS has approved for purposes of the qualified dividend rules, and (ii) we are not a PFIC during the year in which the dividend is paid or the prior taxable year and certain other requirements are met. We initially will not apply to list the mandatory redeemable preference shares on any securities exchange, but we may apply to list the mandatory redeemable preference shares in the future as described under "Description of the Units—Listing of Securities." In light of the fact that our Class B common shares will not be listed on a recognized stock exchange, we currently do not expect to be eligible for the benefits of a comprehensive income tax treaty. U.S. Holders should consult their own tax advisors regarding the availability of the preferential rate on qualified dividend income under their particular circumstances.

Preference Share Installment Payments in Class A Common Shares. If we elect to pay some or all of a preference share installment payment in the form of Class A common shares, such payment should qualify as a tax-free recapitalization to the extent the fair market value of the Class A common shares we deliver does not exceed the reduction in the liquidation preference of the mandatory redeemable preference shares resulting from such payment, and any excess fair market value should result in a taxable distribution, which will generally be taxed in the same manner as the payment of a dividend amount. U.S. Holders should consult their own tax advisors regarding the U.S. federal income tax

consequences of our election to pay some or all of a preference share installment payment in the form of Class A common shares.

Sale, Exchange, or Other Taxable Disposition of Mandatory Redeemable Preference Shares. Subject to the discussion under "Passive Foreign Investment Company" below, upon the sale, exchange, or other taxable disposition of mandatory redeemable preference shares for cash (including as part of a Unit or, subject to the discussion under "Treatment of the Redemption Amount" above, as a result of your election to require us to redeem your mandatory redeemable preference shares), you will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange, or other taxable disposition and your adjusted tax basis in the mandatory redeemable preference shares. Upon the exchange to us of mandatory redeemable preference shares for Class A common shares, the Class A common shares received generally should be treated in the same manner as a preference share installment payment in the form of Class A common shares, as discussed immediately above.

Gain or loss recognized on the sale, exchange or other taxable disposition of mandatory redeemable preference shares generally will be capital gain or loss and will be long-term capital gain or loss if at the time of the sale, exchange, or other taxable disposition the portion of the mandatory redeemable preference shares being disposed of has been held for more than one year. Long-term capital gains recognized by non-corporate U.S. Holders generally will be subject to reduced tax rates. The deductibility of capital losses is subject to limitations.

Settlement of a purchase contract. U.S. Holders will not recognize gain or loss on the acquisition of our Class A common shares upon the mandatory or early settlement of a purchase contract (including pursuant to the exercise of a early settlement right), except with respect to cash paid in lieu of a fractional share of our Class A common shares. A U.S. Holder's tax basis in the Class A common shares received under a purchase contract should be equal to its tax basis in the purchase contract less the portion of such tax basis allocable to the fractional share. A U.S. Holder's holding period for the Class A common shares received under a purchase contract should begin the day after those shares are received.

Sale or Other Taxable Disposition of Purchase Contracts. Subject to the discussion under "Passive Foreign Investment Company" below upon the sale, exchange, or other taxable disposition of a purchase contract (including a purchase contract disposed of as part of a Unit, pursuant to the exercise of a early settlement right, and the portion of the purchase contract that is deemed to be sold as a result of the receipt of cash in lieu of a fractional share upon the settlement of the purchase contract), a U.S. Holder will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange, or other taxable disposition and the U.S. Holder's adjusted tax basis in the purchase contract (or portion thereof). The gain or loss recognized will generally be treated in the same manner as gains and losses on the mandatory redeemable preference shares described in "—Mandatory Redeemable Preference Shares—Sale, Exchange, or Other Taxable Disposition of Mandatory Redeemable Preference Shares," above.

Constructive Dividends. The settlement rate of the purchase contracts will be adjusted in certain circumstances. An adjustment to the settlement rate of a purchase contract might, and in the case of an adjustment to the settlement rate of a purchase contract as a result of an increase in our dividends on common shares will, have the effect of increasing a U.S. Holder's proportionate interest in our assets or earnings and profits and, therefore, result in a taxable deemed or constructive stock distribution to the holder of a purchase contract.

In certain circumstances, the failure to make an adjustment of the settlement rate may result in a taxable distribution to holders of our common shares, if as a result of such failure the proportionate interest of the shareholders in our assets or earnings and profits is increased.

Any deemed distribution will generally be taxed in the same manner as an actual distribution. See the treatment of the dividend amounts in "—Mandatory Redeemable Preference Shares—Treatment of the Dividend Amount," above. U.S. Holders should consult their tax advisors as to the tax consequences of receiving constructive dividends.

Class A Common Shares Acquired under the Purchase Contracts or in respect of Mandatory Redeemable Preference Shares

Taxation of Distributions on Class A Common Shares. Subject to the discussion under "Passive Foreign Investment Company" below, in the event that we make a distribution of cash or property with respect to our Class A common shares, any such distributions generally will be treated in a similar manner as the dividend amounts described in "—Mandatory Redeemable Preference shares—Treatment of the Dividend Amount," above.

Sale, Exchange, or Other Taxable Disposition of Class A Common Shares. Subject to the discussion under "Passive Foreign Investment Company" below, the sale, exchange, or other taxable disposition of our Class A common shares generally will treated in a similar manner as a disposition of the mandatory redeemable preference shares as described in "—Mandatory Redeemable Preference Shares—Sale, Exchange, or Other Taxable Disposition of Mandatory Redeemable Preference Shares," above.

A non-U.S. corporation will be a PFIC for U.S. federal tax purposes in any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable look-through rules, either:

If we are treated as a PFIC for any taxable year during which a U.S. Holder holds shares or purchase contracts, gain recognized by a U.S. Holder upon a sale, exchange, or other taxable disposition (including certain pledges) of shares generally will be allocated ratably over the U.S. Holder's holding period for such shares or purchase contracts. The treatment of purchase contracts for

purposes of the PFIC rules is not entirely clear; U.S. Holders should consult their own tax advisors regarding the treatment of purchase contracts under the PFIC rules. The amounts allocated to the taxable year of the sale, exchange, or other taxable disposition and to years before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for that taxable year for individuals or corporations, as appropriate, and an interest charge would be imposed on the tax attributable to the allocated amount. Further, to the extent that any distribution received by a U.S. Holder on shares exceeds 125% of the average of the annual distributions on such shares received during the preceding three years or the U.S. Holder's holding period, whichever is shorter, that distribution would be subject to taxation in the same manner as gain, described immediately above.

Certain elections may be available that would result in alternative treatments (such as mark-to-market treatment) of the shares. An election for mark-to-market treatment is available only if the shares are considered "marketable stock," which generally includes shares that are regularly traded in more than de minimis quantities on a qualifying exchange. No assurance can be given that our mandatory redeemable preference shares or Class A common shares will be considered regularly traded on a qualifying exchange, and therefore considered "marketable stock," for purposes of the PFIC mark-to-market election. Each U.S. Holder is encouraged to consult its own tax advisor as to whether a mark-to-market election is available or desirable in its particular circumstances. We do not intend to prepare or provide the information that would enable U.S. Holders to make a "qualified electing fund" election.

U.S. Holders should consult their own tax advisors concerning the company's possible PFIC status and the consequences to them if we were a PFIC for any taxable year.

In general, preference share installment payments, dividends on our common shares and the proceeds from a sale, exchange, or other disposition of Units, purchase contracts, mandatory redeemable preference shares or our common shares paid to a U.S. Holder within the United States or through certain U.S.-related financial intermediaries are subject to information reporting unless the U.S. Holder is an exempt recipient and, when required, demonstrates this fact. In addition, a U.S. Holder that is not an exempt recipient may be subject to backup withholding unless it provides a taxpayer identification number and otherwise complies with applicable certification requirements.

Backup withholding tax is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder's U.S. federal income tax liability and may entitle a U.S. Holder to a refund, provided that the appropriate information is timely furnished to the IRS. U.S. Holders should consult their own tax advisors regarding the application of the U.S. information reporting and backup withholding regime.

Certain non-corporate U.S. Holders are required to report information with respect to investments in stock not held through an account with certain financial institutions. U.S. Holders that fail to report required information could become subject to substantial penalties. Potential investors should consult their own tax advisors about these and any other reporting obligations arising from their investment in Units, purchase contracts, mandatory redeemable preference shares, or Class A common shares.

In general, as used herein, the term "Non-U.S. Holder" means a beneficial owner of Units, purchase contracts, mandatory redeemable preference shares, or our common shares (other than an

entity or arrangement classified as a partnership for U.S. federal income tax purposes) that is not a U.S. Holder for U.S. federal income tax purposes.

A Non-U.S. Holder will not be subject to withholding of U.S. federal income tax on payments in respect of the Units, purchase contracts, mandatory redeemable preference shares, or our common shares. In addition, a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on gain realized on the sale, exchange, or other taxable disposition of the Units, purchase contracts, mandatory redeemable preference shares, or common shares, unless (i) such gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States (and, if required under an applicable income tax treaty, is attributable to a permanent establishment or, in the case of an individual Non-U.S. Holder, a fixed base maintained in the United States by the Non-U.S. Holder), or (ii) in the case of gain realized by an individual Non-U.S. Holder, the Non-U.S. Holder is present in the United States for 183 days or more in the taxable year of the sale and certain other conditions are met.

Non-U.S. Holders generally are exempt from information reporting and backup withholding provided, if necessary, they demonstrate their exemption. Backup withholding is not an additional tax. Any backup withholding tax generally will be allowed as a credit or refund against the Non-U.S. Holder's U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

At the present time, there is no Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by us or by our shareholders in respect of the Units. We have obtained an assurance from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 that, in the event that any legislation is enacted in Bermuda imposing any tax computed on profits or income, or computed on any capital asset, gain or appreciation or any tax in the nature of estate duty or inheritance tax, such tax shall not, until March 31, 2035, be applicable to us or to any of our operations or to the Units, our common shares, debentures or other obligations except insofar as such tax applies to persons ordinarily resident in Bermuda or is payable by us in respect of real property owned or leased by us in Bermuda.

The Units, the separate purchase contracts and the separate mandatory redeemable preference shares will initially be issued under a book-entry system in the form of global securities. We will register the global securities in the name of DTC or its nominee and will deposit the global securities with that depositary.

Following the issuance of a global security in registered form, the depositary will credit the accounts of its participants with the Units, the separate purchase contracts and the separate mandatory redeemable preference shares, as the case may be, upon our instructions. Only persons who hold directly or indirectly through financial institutions that are participants in the depositary can hold beneficial interests in the global securities. Because the laws of some jurisdictions require certain types of purchasers to take physical delivery of such securities in definitive form, you may encounter difficulties in your ability to own, transfer or pledge beneficial interests in a global security.

So long as the depositary or its nominee is the registered owner of a global security, we, the purchase contract agent and the transfer agent will treat the depositary as the sole owner or holder of the Units, the separate purchase contracts and the separate mandatory redeemable preference shares, as the case may be. Therefore, except as set forth below, you will not be entitled to have Units, separate purchase contracts or separate mandatory redeemable preference shares registered in your name or to receive physical delivery of certificates representing the Units, the separate purchase contracts or the separate mandatory redeemable preference shares. Accordingly, you will have to rely on the procedures of the depositary and the participant in the depositary through whom you hold your beneficial interest in order to exercise any rights of a holder under the purchase contract agreement or the certificate of designations, as the case may be. We understand that under existing practices, the depositary would act upon the instructions of a participant or authorize that participant to take any action that a holder is entitled to take.

You may elect to hold interests in the global securities either in the United States through DTC or outside the United States through Clearstream Banking, société anonyme ("Clearstream") or Euroclear Bank, S.A./N.V., or its successor, as operator of the Euroclear System, ("Euroclear") if you are a participant of such system, or indirectly through organizations that are participants in such systems. Interests held through Clearstream and Euroclear will be recorded on DTC's books as being held by the U.S. depositary for each of Clearstream and Euroclear, which U.S. depositaries will in turn hold interests on behalf of their participants' customers' securities accounts.

As long as the separate mandatory redeemable preference shares are represented by the global securities, we will make preference share installment payments on those separate mandatory redeemable preference shares to or as directed by DTC as the registered holder of the global securities. Payments to DTC will be in immediately available funds by wire transfer. DTC, Clearstream or Euroclear, as applicable, will credit the relevant accounts of their participants on the applicable date. Neither we nor the transfer agent will be responsible for making any payments to participants or customers of participants or for maintaining any records relating to the holdings of participants and their customers, and you will have to rely on the procedures of the depositary and its participants.

Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds using DTC's Same-Day Funds Settlement System. Secondary market trading between Clearstream customers and/or Euroclear participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the procedures applicable to conventional eurobonds in immediately available funds.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream customers or Euroclear participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its U.S. depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (based on European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to the U.S. depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream customers and Euroclear participants may not deliver instructions directly to their respective U.S. depositaries.

Because of time-zone differences, credits of securities received in Clearstream or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Such credits or any transactions in Units, separate purchase contracts or separate mandatory redeemable preference shares, as the case may be, that are settled during such processing will be reported to the relevant Clearstream customers or Euroclear participants on such business day. Cash received in Clearstream or Euroclear as a result of sales of Units, separate purchase contracts or separate mandatory redeemable preference shares, as the case may be, by or through a Clearstream customer or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of Units, separate purchase contracts and separate mandatory redeemable preference shares, as the case may be, among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time.

A beneficial owner of book-entry securities represented by a global security may exchange the securities for definitive (paper) securities only if:

The global security will be exchangeable in whole for definitive securities in registered form, with the same terms and of an equal aggregate amount. Definitive Units, separate purchase contracts or separate mandatory redeemable preference shares, as the case may be, will be registered in the name or names of the person or persons specified by the depositary in a written instruction to the registrar of the securities. The depositary may base its written instruction upon directions it receives from its participants.

If any of the events described above occurs, then the beneficial owners will be notified through the chain of intermediaries that definitive securities are available and notice will be published as described

below under "—Notices." Beneficial owners of book-entry Units, separate purchase contracts or separate mandatory redeemable preference shares, as the case may be, will then be entitled (1) to receive physical delivery in certificated form of definitive Units, separate purchase contracts or separate mandatory redeemable preference shares, as the case may be, equal in aggregate amount of Units, separate purchase contracts or separate mandatory redeemable preference shares, as the case may be, to their beneficial interest and (2) to have the definitive securities registered in their names. Thereafter, the holders of the definitive Units, separate purchase contracts and separate mandatory redeemable preference shares, as the case may be, will be recognized as the "holders" of the Units, separate purchase contracts and separate mandatory redeemable preference shares for purposes of the purchase contract agreement and certificate of designations, respectively.

Each of the purchase contract agreement and certificate of designations provides for the replacement of a mutilated, lost, stolen or destroyed definitive security, so long as the applicant furnishes to us, the purchase contract agent and the transfer agent such security or indemnity and such evidence of ownership as they may require.

In the event definitive separate mandatory redeemable preference shares are issued, the holders thereof will be able to receive preference share installment payments at the office of our transfer agent. The final preference share installment payment of a definitive separate mandatory redeemable preference share may be made only against surrender of the separate mandatory redeemable preference share to our transfer agent. We also have the option of making preference share installment payments by mailing checks to the registered holders of the separate certificated mandatory redeemable preference shares. Our transfer agent is , located at , ( ) - .

In the event definitive Units or separate purchase contracts are issued, the holders thereof will be able to transfer their securities, in whole or in part, by surrendering such securities for registration of transfer at the office of . In the event separate mandatory redeemable preference shares are issued, the holders thereof will be able to transfer their securities, in whole or in part, by surrendering such securities for registration of transfer at the office of . A form of such instrument of transfer will be obtainable at the relevant office of or , as applicable. Upon surrender, we will execute, and the purchase contract agent or the transfer agent will authenticate and deliver, new Units, separate purchase contracts or certificates for separate mandatory redeemable preference shares, as the case may be, to the designated transferee in the amount being transferred, and a new security for any amount not being transferred will be issued to the transferor. Such new securities will be delivered free of charge at the relevant office of or , as applicable, as requested by the owner of such new Units, separate purchase contracts or separate mandatory redeemable preference shares. We will not charge any fee for the registration of transfer or exchange, except that we may require the payment of a sum sufficient to cover any applicable tax or other governmental charge payable in connection with the transfer.

So long as the global securities are held on behalf of DTC or any other clearing system, notices to holders of securities represented by a beneficial interest in the global securities may be given by delivery of the relevant notice to DTC or the alternative clearing system, as the case may be. Any notice will be deemed to have been given on the date of publication or, if published more than once, on the date of the first publication.

The underwriting agreement provides that the obligations of the underwriters to purchase the Units included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all the Units (other than those covered by the overallotment option described below) if they purchase any of the Units.

Units sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any Units sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price not to exceed $ per Unit. If all of the Units are not sold at the initial offering price, the representative may change the public offering price and the other selling terms. Sales of Units made outside of the United States may be made by affiliates of the underwriters. The representative has advised us that the underwriters do not intend to make sales to discretionary accounts.

If the underwriters sell more Units than the total number set forth in the table above, we have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to additional Units at the public offering price less the underwriting discount, after taking into account accrued and unpaid dividends. The underwriters may exercise the option solely for the purpose of covering overallotments, if any, in connection with this offering. To the extent the option is exercised, each underwriter must purchase a number of additional Units approximately proportionate to that underwriter's initial purchase commitment. Any Units issued or sold under the option will be issued and sold on the same terms and conditions as the other Units that are the subject of this offering.

We, our officers and directors and Ardagh, an affiliate of ours, have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of Citigroup Global Markets Inc., dispose of or hedge any of our shares or any securities convertible into or exchangeable or exercisable for our shares. Citigroup Global Markets Inc., in its sole discretion, may release any of the securities subject to these lock-up agreements at any time without notice. Citigroup Global Markets Inc. has no present intent or arrangement to release any of the securities subject to these lock-up agreements. The release of any lock-up is considered on a case by case basis. Factors in deciding whether to release shares or any such other securities may include the length of time before the lock-up expires, the number of shares involved, the reason for the requested release, market conditions, the trading price of the Units or the Company's common shares, historical trading volumes

of the Units or the Company's common shares and whether the person seeking the release is an officer, director or affiliate of the Company.

Prior to this offering and the concurrent initial public offering of our Class A common shares, there has been no public market for the Units or our Class A common shares. The initial public offering price for our Class A common shares (which is the same as the reference price under the Purchase Contracts) was determined by negotiations between us and the representative of the underwriters in the initial public offering. Among the factors considered in determining the initial public offering price of our Class A common shares were our results of operations, our current financial condition, our future prospects, our markets, the economic conditions in and future prospects for the industry in which we compete, our management, and currently prevailing general conditions in the equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the price at which our Class A common shares or the Units will sell in the public market after these offerings will not be lower than the initial offering prices thereof or that an active trading market in our shares and/or the Units will develop and continue after these offerings.

We intend to apply to have the Units and our Class A common shares listed on the New York Stock Exchange (the "NYSE") under the symbols "OREU" (in the case of the Units) and "ORES" (in the case of our Class A common shares), subject to satisfaction of its minimum listing standards with respect to the Units and our Class A common shares.

The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters' overallotment option.

We estimate that our expenses in connection with this offering, not including underwriting discounts and commissions, will be approximately $ (including reasonable fees and expenses of counsel related to the review by the Financial Industry Regulatory Authority, Inc. of the terms of sale of the Units offered hereby and any registration or qualification of the Units under state securities or blue sky laws, which we have agreed to pay).

In connection with the offering, the underwriters may purchase and sell Units in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions, which may include purchases pursuant to the overallotment option, and stabilizing purchases.

Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the Units. They may also cause the price of the Units to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions on the New York Stock Exchange, in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

The underwriters are full-service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The underwriters and their respective affiliates have in the past performed commercial banking, investment banking and advisory services for us and our affiliates, from time to time for which they have received customary fees and reimbursement of expenses and may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. In particular, the underwriters in this offering are also acting as underwriters in our concurrent initial public offering of Class A common shares. In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. In addition, it is anticipated that affiliates of some of the underwriters may be lenders, and in some cases agents or managers for the lenders, under certain of the credit facilities and other credit arrangements, and some of the underwriters and/or their affiliates may act as initial purchasers or underwriters in connection with certain offerings of debt securities, that we may enter into or conduct, as the case may be, in connection with the Debt Financing or otherwise, or those of our affiliates. In their capacity as lenders, such lender affiliates may, in the future, seek a reduction of a loan commitment to us or our affiliates, or impose incremental pricing or collateral requirements with respect to such facilities or credit arrangements, in the ordinary course of business. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters

may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representative to underwriters and selling group members that may make internet distributions on the same basis as other allocations.

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of Units described in this prospectus may not be made to the public in that relevant member state other than:

provided that no such offer of Units shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For purposes of this provision, the expression an "offer of securities to the public" in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the Units to be offered so as to enable an investor to decide to purchase the Units, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in the relevant member state. The expression 2010 PD Amending Directive means Directive 2010/73/EU.

The seller of the Units has not authorized and does not authorize the making of any offer of Units through any financial intermediary on its behalf, other than offers made by the underwriters with a view to the final placement of the Units as contemplated in this prospectus. Accordingly, no purchaser of the Units, other than the underwriters, is authorized to make any further offer of the Units on behalf of the seller or the underwriters.

Neither this prospectus nor any other offering material relating to the Units described in this prospectus has been submitted to the clearance procedures of the Autorité des marchés financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des marchés financiers. The Units have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the Units has been or will be:

The Units may be resold directly or indirectly, only in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

The Units may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the Units may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Units which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning

of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

The Units offered in this prospectus have not been and will not be registered under the Financial Instruments and Exchange Law of Japan. The Units have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan (including any corporation or other entity organized under the laws of Japan), except (i) pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Units may not be circulated or distributed, nor may the Units be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

Where the Units are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

Neither the Units nor this prospectus have been approved or registered in the administrative registries of the Spanish National Securities Exchange Commission, or Comision Nacional del Mercado

de Valores, or CNMV. Accordingly, the Units may not be offered in Spain except in circumstances which do not constitute a public offer of securities in Spain within the meaning of article 30bis of the Spanish Securities Market Law of July 28, 1988 (Ley 24/1988, de 28 Julio, del Mercado de Valores), as amended and restated, and supplemental rules enacted thereunder.

Any offer in Australia of the Units may only be made to persons, or the Exempt Investors, who are "sophisticated investors" (within the meaning of Section 708(8) of the Corporations Act), "professional investors" (within the meaning of Section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in Section 708 of the Corporations Act so that it is lawful to offer the Units without disclosure to investors under Chapter 6D of the Corporations Act.

The Units applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under Section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring Units must observe such Australian on-sale restrictions.

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority, or DFSA. This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The Units to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Units offered should conduct their own due diligence on the Units. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

The Units may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing

material relating to the Units or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the Company, the Units have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of Units will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of Units has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of Units.

The Units being offered may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act 2003 of Bermuda (as amended). Additionally, non-Bermudian persons may not carry on or engage in any trade or business in Bermuda unless such persons are authorized to do so under applicable Bermuda legislation. Engaging in the activity of offering or marketing the Units being offered in Bermuda to persons in Bermuda may be deemed to be carrying on business in Bermuda.

The Units may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Units must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Citigroup
Deutsche Bank Securities
Goldman, Sachs & Co.
Barclays
J.P. Morgan
Credit Suisse

We have adopted provisions in our bye-laws that provide that we shall indemnify our officers and directors in respect of their actions and omissions, except in respect of their fraud or dishonesty. Our bye-laws provide that the shareholders waive all claims or rights of action that they might have, individually or in right of the company, against any of the company's directors or officers for any act or failure to act in the performance of such director's or officer's duties, except in respect of any fraud or dishonesty of such director or officer. Section 98A of the Companies Act permits us to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not we may otherwise indemnify such officer or director.

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification by the Registrant for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets the requirements for filing on Form F-1 and has duly caused this Registration Statement on Form F-1 to be signed on its behalf by the undersigned, thereunto duly authorized in the city of London, United Kingdom, on October 13, 2015.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on October 13, 2015.

Pursuant to the requirements of the Securities Act of 1933, Oressa Limited has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Title Of Each Class Of Securities To Be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount Of Registration Fee




Class A Common Shares, par value $0.01 per share(3)	$100,000,000	$11,620(4)

Tangible Equity Units(5)	$100,000,000	$10,070

	Per share	Total




Public Offering Price	$	$

Underwriting Discount(1)	$	$

Proceeds to the Company (before expenses)	$	$


Citigroup	Deutsche Bank Securities	Goldman, Sachs & Co.
Barclays	J.P. Morgan	Credit Suisse

	Average for Period

	($ per €1.00)
Year ended December 31:
2010		1.3216	1.3269	1.1959	1.4536
2011		1.4002	1.2973	1.2926	1.4875
2012		1.2909	1.3186	1.2062	1.3463
2013		1.3303	1.3779	1.2774	1.3816
2014		1.3210	1.2101	1.2101	1.3927



This offering, net of expenses
Units Offering, net of expenses
Debt Financing, net of expenses
Cash, cash equivalents and restricted cash to be retained in excess of cash in the Ardagh Metal Packaging Business at June 30, 2015

Purchase price of the Ardagh Metal Packaging Business paid to Ardagh

Elimination of related party debt	(1,605	)
Elimination of Invested capital attributable to Ardagh	139

Additional Paid-In Capital


Bermuda (State or other jurisdiction of incorporation or organization)		3411 (Primary Standard Industrial Classification Code Number)		Not Applicable (I.R.S. Employer Identification No.)


With copies to:
David J. Beveridge Richard B. Alsop Shearman & Sterling LLP 599 Lexington Avenue New York, N.Y. 10022 (212) 848-4000		Jonathan A. Schaffzin Geoffrey E. Liebmann Cahill Gordon & Reindel LLP 80 Pine Street New York, N.Y. 10005 (212) 701-3000


Prospectus Summary		1
Risk Factors		14
Forward-Looking Statements		36
Exchange Rate Information		37
Use of Proceeds		38
Capitalization		39
Dilution		41
Dividend Policy		43
Selected Financial Data		44
Unaudited Pro Forma Combined Financial Information		45
Management's Discussion and Analysis of Financial Condition and Results of Operations		50
Business		71
Management		84
Principal Shareholders		89
Certain Relationships and Related Party Transactions		90
Concurrent Offering of Tangible Equity Units		93
Description of Share Capital		96
Comparison of Bermuda Corporate Law and Delaware Corporate Law		105
Debt Financing		114
Shares Eligible For Future Sale		115
Taxation		117
Underwriting		123
Expenses of This Offering		131
Enforceability of Civil Liabilities		132
Legal Matters		133
Experts		133
Where You Can Find More Information		134
Index to the Financial Statements		F-1

		As of , 2015

		(in $, except percentages)⁽¹⁾
Initial public offering price per Class A common share
Net tangible book value per share as of , 2015⁽²⁾
Increase in net tangible book value per share attributable to new investors
Pro forma net tangible book value per share after the offering
Dilution per share to investors
Percentage of dilution in net tangible book value per share for investors⁽³⁾

					Total Consideration

	Shares
	Shares								Average Price Per Share
	Number	Percent			Amount	Percent			Average Price Per Share
Holders of Class B common shares
Holders of Class A common shares

Total			100	%			100	%



This offering, net of expenses
Units Offering net of expenses
Debt Financing, net of expenses
Cash, cash equivalents and restricted cash to be retained in excess of cash in the Ardagh Metal Packaging Business at June 30, 2015.
Purchase price of the Ardagh Metal Packaging Business paid to Ardagh
Elimination of related party debt	(1,605	)
Elimination of Invested capital attributable to Ardagh	139

Additional Paid-In Capital

	For the six months ended June 30,

	2015		2014
	(in euro millions)
Interest on related party debt		50		52
Net pension costs		3		3
Other financing expense		1		2

Total finance expense		54		57



Finance income		—		—
Net finance expense		54		57

For the six months ended June 30, 2015	Europe

	(in euro millions)
Revenue		794	167	961
Adjusted EBITDA		127	17	144

	Europe

	(in euro millions)
Revenue		1,668	182	1,850
Adjusted EBITDA		228	18	246

	Europe

	(in euro millions)
Revenue		1,663	185	1,848
Adjusted EBITDA		189	23	212

	Euro-zone			UK and Other

	2014	2013	2012	2014	2013	2012
	%	%	%	%	%	%
Rate of inflation	1.80 - 2.00	2.00	2.00	2.30 - 3.10	2.30 - 3.50	2.20 - 3.00
Rate of increase in salaries	2.00 - 2.50	2.50	2.50 - 3.00	3.00 - 3.10	3.00 - 3.50	3.00 - 3.50
Discount rate	0.50 - 2.30	2.00 - 3.60	2.90 - 3.40	3.80 - 4.30	4.60 - 4.90	2.90 - 4.50

	Eurozone			UK and other

	2014 Years	2013 Years	2012 Years	2014 Years	2013 Years	2012 Years
Life expectancy, current pensioners	21 - 22	19 - 23	18 - 23	22	19 - 22	19 - 22
Life expectancy, future pensioners	24 - 25	22 - 24	20 - 26	24	21 - 25	21 - 24

	Europe

	(in euro millions)
Revenue		1,720	189	1,909
Adjusted EBITDA		227	28	255

Name		Position

Paul R. Coulson	63	Chairman
David Wall	46	Chief Executive Officer and Director
Stefan Siebert	47	Chief Financial Officer
Niall J. Wall	52	Director
David Matthews	51	Director

	Shares Beneficially Owned Following the Separation						Shares Beneficially Owned After the Offering(1)

	Class A common shares		Class B common shares				Class A common shares		Class B common shares
	Class A common shares		Class B common shares		% of Total Voting Power	Number of Shares Being Offered	Class A common shares		Class B common shares		% of Total Voting Power
Name of Beneficial Owner	Shares	%	Shares	%	% of Total Voting Power	Number of Shares Being Offered	Shares	%	Shares	%	% of Total Voting Power
5% Shareholders
Board of Directors and Senior Management

Underwriter		Number of Class A Common Shares

Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
Goldman, Sachs & Co.
Barclays Capital Inc.
J.P. Morgan Securities LLC
Credit Suisse Securities (USA) LLC
Total

		Paid by our Parent Company

	Paid by Us	No Exercise		Full Exercise
Per Class A common share	$	$	0.00	$
Total	$	$	0.00	$

Itemized Expense		Amount (in $)

U.S. Securities and Exchange Commission registration fee
NYSE listing fee
FINRA filing fee
Printing expenses
Legal fees and expenses
Accounting fees and expenses
Miscellaneous costs


Report of Independent Registered Public Accounting Firm		F-2
Combined Statement of Financial Position at December 31, 2014, 2013 and 2012 and January 1, 2012		F-3
Combined Income Statement for the year ended December 31, 2014, 2013 and 2012		F-4
Combined Statement of Comprehensive Income for the year ended December 31, 2014, 2013 and 2012		F-5
Combined Statement of Changes in Invested Capital for the year ended December 31, 2014, 2013 and 2012		F-6
Combined Statement of Cash Flows for the year ended December 31, 2014, 2013 and 2012		F-7
Notes to the Combined Financial Statements		F-8


Combined Interim Statement of Financial Position at June 30, 2015 and December 31, 2014		F-66
Combined Interim Income Statement for the six months ended June 30, 2015 and 2014		F-67
Combined Interim Statement of Comprehensive Income for the six months ended June 30, 2015 and 2014		F-68
Combined Interim Statement of Changes in Invested Capital for the six months ended June 30, 2015 and 2014		F-69
Combined Interim Statement of Cash Flows for the six months ended June 30, 2015 and 2014		F-70
Notes to the Combined Interim Financial Statements		F-71

	Attributable to owner of the parent

	Invested capital			Foreign currency translation adjustment		Cash flow hedges			Total			Non- controlling interests		Total invested capital
	(in euro millions)
January 1, 2012		193			3		—			196			2		198
Loss for the year		(103	)		—		—			(103	)		—		(103	)
Other comprehensive (expense)/income		(28	)		2		(1	)		(27	)		—		(27	)
Decrease in invested capital		(22	)		—		—			(22	)		—		(22	)

December 31, 2012		40			5		(1	)		44			2		46


Buildings		30 - 40 years
Plant and machinery		3 - 40 years
Office equipment and vehicles		3 - 10 years

	Carrying value

At December 31, 2014	Amount drawn		Deferred debt issue costs and bond premiums			Total		Fair value
	(in euro millions)
Loan Notes		4,651		(59	)		4,592		4,656
Term Loans		572		(1	)		571		559

		5,223		(60	)		5,163		5,215

	Carrying value

At December 31, 2013	Amount drawn		Special mandatory redemption premium		Deferred debt issue costs and bond premiums			Total		Fair value
	(in euro millions)
Loan Notes		4,513		11		(44	)		4,480		4,761
Term Loans		490		—		(6	)		484		495

		5,003		11		(50	)		4,964		5,256

	Carrying value

At 1 January, 2012	Amount drawn		Deferred debt issue costs and bond premiums			Total		Fair value
	(in euro millions)
Loan Notes		2,709		(68	)		2,641		2,602

		2,709		(68	)		2,641		2,602


Level 1		Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2		Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and
Level 3		Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

	Assets				Liabilities

	Fair values		Contractual or notional amounts		Fair values		Contractual or notional amounts
	(in euro millions)
Fair Value Derivatives
Aluminum contracts		2		25		—		—
Interest rate swap		—		—		1		6

At December 31, 2014		2		25		1		6

	Eurozone				UK and other

	2014 %	2013 %	2012 %	2011(1) %	2014 %	2013 %	2012 %	2011(1) %
Rate of inflation	1.80 - 2.00	2.00	2.00	2.00	2.30 - 3.10	2.30 - 3.50	2.20 - 3.00	2.25 - 3.00
Rate of increase in salaries	2.00 - 2.50	2.50	2.50 - 3.00	2.50 - 3.00	3.00 - 3.10	3.00 - 3.50	3.00 - 3.50	3.00 - 4.00
Discount rate	0.50 - 2.30	2.00 - 3.60	2.90 - 3.40	4.70 - 5.00	3.80 - 4.30	4.60 - 4.90	2.90 - 4.50	3.40 - 5.00

	Continuing operations

	Europe			North America			Total Business
	(in euro millions)
Revenue		1,668			182			1,850
Adjusted EBITDA		228			18			246
Depreciation, amortization and non-exceptional impairment		(79	)		(8	)		(87	)
Exceptional items		(61	)		(28	)		(89	)

Operating profit/(loss)		88			(18	)		70
Capital expenditure (note 3 and 4)		60			102			162
Segment assets		1,790			338			2,128

	At December 31,

Segment assets	2014		2013		2012		2011(1)
	(in euro millions)
Segment assets—continuing operations		2,128		2,098		2,246		2,225
Segment assets—discontinued operations		—		120		144		137
Deferred tax assets		62		40		37		35
Other non-current assets		5		6		7		6
Derivative financial instruments		2		—		—		1
Restricted cash		6		7		6		6
Cash and cash equivalents		45		45		95		125

Total assets per statement of financial position		2,248		2,316		2,535		2,535

	Continuing operations

	For the year ended December 31,
Revenue	2014		2013		2012
	(in euro millions)
North America		182		185		189
France		290		277		275
Germany		307		295		311
Netherlands		239		237		243
United Kingdom		218		208		210

		1,236		1,202		1,228

	At December 31,

Number of employees	2014		2013		2012
Production		6,251		6,477		6,661
Administration		1,125		1,290		1,364

		7,376		7,767		8,025