01—Abstract
Summary
Summary of the 8-K filed June 20, 2024. Cited figures are marked; the original filing is the authoritative source.
Smurfit WestRock Limited filed this Form 8-K on June 20, 2024, to report several corporate housekeeping actions tied to its re-registration as a public limited company.
On June 13, 2024, the company allotted 24,900 ordinary shares of €1.00 each to Matsack Nominees Limited, a nominee shareholder, to satisfy Irish minimum capitalization requirements. The shares were issued under the Section 4(a)(2) private placement exemption of the US Securities Act of 1933. On June 18, 2024, the company re-registered as a public limited company and changed its name from Smurfit WestRock Limited to Smurfit WestRock plc.
An amended Constitution (articles of association) was adopted at re-registration. The filing attaches the amended Constitution as Exhibit 5.1 and the Certificate of Incorporation as Public Limited Company as Exhibit 5.2. The filing also states that it does not constitute an offer of securities.
It explains that Ordinary Shares to be issued to Smurfit Kappa and WestRock shareholders in the proposed combination will rely on the Section 3(a)(10) exemption, based on Irish High Court approval of the scheme of arrangement. The Irish Court Hearing date has been fixed but is not stated in this filing.
02—Key points
Key Highlights
- Re-registration: On June 18, 2024, Smurfit WestRock Limited re-registered as a public limited company and changed its name to Smurfit WestRock plc.
- Share allotment: On June 13, 2024, 24,900 ordinary shares of €1.00 each were allotted to Matsack Nominees Limited to meet Irish minimum capitalization requirements.
- Securities exemption: The 24,900 shares were issued under Section 4(a)(2) of the US Securities Act of 1933, as amended.
- Amended Constitution: A new articles of association was adopted on re-registration and filed with the Companies Registration Office of Ireland (Exhibit 5.1).
- Certificate of Incorporation: The Certificate of Incorporation as a Public Limited Company was issued by the Companies Registration Office of Ireland (Exhibit 5.2).
- Combination exemption: Ordinary Shares to be issued to Smurfit Kappa and WestRock shareholders are expected to rely on Section 3(a)(10) of the US Securities Act, based on Irish High Court approval of the scheme of arrangement.
- Registration Statement: The rights of the Ordinary Shares are summarized in the Form S-4 registration statement, declared effective on April 26, 2024.
03—Questions
Frequently Asked Questions
Why did the company issue 24,900 ordinary shares in June 2024?
The shares were allotted to Matsack Nominees Limited in connection with the company's re-registration as a public limited company, specifically to satisfy minimum capitalization requirements under Irish law. Matsack Nominees is a wholly owned subsidiary of Matsack Trust Limited, which is controlled by Matheson LLP, the company's legal advisors on Irish law.
What changed with the company's name and legal form?
On June 18, 2024, following approval by the Board of Directors and the company's sole shareholder, Smurfit WestRock Limited re-registered as a public limited company and changed its name to Smurfit WestRock plc. The re-registration was accompanied by the adoption of an amended Constitution.
How will shares be issued to Smurfit Kappa and WestRock shareholders in the combination?
The filing states that Ordinary Shares to be issued to Smurfit Kappa shareholders will not be registered under the US Securities Act. Instead, they will be issued under Section 3(a)(10), based on the Irish High Court's approval of a scheme of arrangement under Section 450 of the Companies Act 2014 of Ireland. The Irish High Court has fixed the date and time for the hearing to sanction the scheme, and its approval would provide the basis for that exemption.
Where can investors find the full terms of the amended Constitution and the Certificate of Incorporation?
The full text of the amended Constitution is attached as Exhibit 5.1, and the Certificate of Incorporation as Public Limited Company is attached as Exhibit 5.2 to this Form 8-K. The filing states that the descriptions in the report are qualified in their entirety by these exhibits.
04—Continue