UNITED STATES SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 6‑K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a‑16 OR 15d‑16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of April, 2020

 

Commission File Number: 001‑38032

 

 

Ardagh Group S.A.

(Name of Registrant)

 

56, rue Charles Martel

L‑2134 Luxembourg, Luxembourg

+352 26 25 85 55

 (Address of Principal Executive Offices)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20‑F or Form 40‑F.

 

Form 20‑F  ☒        Form 40‑F  ☐

 

Indicate by check mark if the registrant is submitting the Form 6‑K in paper as permitted by Regulation S-T Rule 101(b)(1): _____

 

 

Indicate by check mark if the registrant is submitting the Form 6‑K in paper as permitted by Regulation S-T Rule 101(b)(7): _____

 

 

 

 

EXHIBIT INDEX

The following exhibit is filed as part of this Form 6‑K:

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Ardagh Group S.A. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:    April 7, 2020

 

 

 

 

 

 

Ardagh Group S.A. - Update to Annual General Meeting

 

 

Ardagh Group S.A. (the “Company”) today announced that, following the decision of the Luxembourg authorities to declare a state of emergency in response to the COVID-19 outbreak and in accordance with the respective Luxembourg regulation of March 20, 2020, the Company’s Annual General Meeting of Shareholders (the “AGM”) will take place at 4:00 p.m. Luxembourg time on April 22, 2020, without any physical presence. Shareholders may only participate and vote at the meeting by submitting their voting instructions as described below and in the Proxy Statement for the AGM published on the Company’s website (www.ardaghgroup.com/corporate-investors/agm.html). The results of the votes cast in relation to each resolution will be published on April 22, 2020.

 

The holders of shares on the record date on March 4, 2020 at 10:00 p.m. Luxembourg time, (4:00 p.m. EDT) are entitled to vote. The deadline for submission of votes is 7:00 p.m. Luxembourg time (1:00 p.m. EDT), on April 20, 2020.

 

The convening notice, the Proxy Statement and supporting materials, including copies of the Company’s consolidated financial statements and its annual accounts for the financial year ended December 31, 2019 together with the reports of the Board of Directors and the statutory auditor can be found on the Company’s website: www.ardaghgroup.com/corporate-investors/agm.html.  

 

The above measures have been prompted by the COVID-19 outbreak in order to allow Luxembourg companies to function normally and hold their meetings of shareholders without physical presence to prevent the spreading of the virus at such meetings.

 

About Ardagh Group

 

Ardagh Group is a global supplier of infinitely recyclable, metal and glass packaging for the world’s leading brands. Ardagh operates more than 50 metal and glass production facilities in 12 countries across three continents, employing over 16,000 people with sales of $6.7bn.

 

 

 

 

 

 

 

Convening Notice to

the Annual General Meeting of Shareholders

to be held on April 22, 2020 at 4:00 p.m. Luxembourg time

without physical presence in accordance with the Luxembourg regulation of March 20, 2020

 

 

April 7, 2020

Dear Shareholder,

 

The Board of Directors of Ardagh Group S.A. (the “Company”) is pleased to invite you to exercise your voting right for the 2020 Annual General Meeting of Shareholders (the “Annual General Meeting”), to be held on April 22, 2020 at 4:00 p.m. Luxembourg time,  by way of proxy without physical presence in accordance with the Luxembourg regulation of March 20, 2020 with the following agenda:

Agenda of the 2020 Annual General Meeting

 

 

Pursuant to articles 23 and 24 of our Articles of Association, the Annual General Meeting will validly deliberate on its agenda with the quorum requirement of at least one-third (1/3) of our issued share capital, and the resolutions at the Annual General Meeting will be adopted by a simple majority of the votes validly cast.

 

Any shareholder who held one or more common share(s) of the Company on March 4, 2020 at 10:00 p.m. Luxembourg time, 4:00 p.m. EDT (the “Record Date”) will be entitled to vote at the Annual General Meeting by proxy.

 

Please consult the Proxy Statement which is available on the Company’s website as to the representation at the Annual General Meeting by way of proxy.

 

Copies of the Company’s consolidated financial statements and its annual accounts for the financial year ended December 31, 2019 together with the reports of the Board of Directors and the statutory auditor are available at www.ardaghgroup.com/corporate-investors/agm.html. Please note that powers of attorney or proxy cards must be received by the tabulation agent (Computershare), no later than 7:00 p.m. Luxembourg time, 1:00 p.m. EDT, on April 20, 2020, in order for such votes to be taken into account.

 

Please note that contrary to what was provided in the Proxy Statement available on the Company’s website, following the decision of the Luxembourg authorities to declare a state of emergency in response to the COVID‐19 outbreak and in accordance with the Luxembourg regulation of March 20, 2020, the Annual General Meeting will be held without any physical presence. These measures have been prompted by the COVID‐19 outbreak in order to allow Luxembourg companies to function normally and hold their meetings without physical presence to prevent the spreading of the virus at such meetings. A press release will be published in this respect on the Company’s website.

 

Sincerely, Paul Coulson

Chairman and Chief Executive Officer on behalf of the Board of Directors