01—Abstract
Summary
Summary of the 8-K filed July 2, 2024. Cited figures are marked; the original filing is the authoritative source.
Smurfit WestRock filed this Form 8-K on July 2, 2024 to report an amendment to its articles of association (the "Constitution") adopted on June 26, 2024, following approval by its Board and its sole shareholder, Matsack Nominees Limited.
The amendment restated the authorized share capital as US$10,000,000a and €50,000, divided into 9,500,000,000 ordinary shares of US$0.001 each, 500,000,000 preference shares of US$0.001 each, 25,000 ordinary shares of €1.00 each and 25,000 deferred shares of €1.00 each. Previously, authorized share capital was €25,000 divided into 25,000 ordinary shares of €1.00 each. Pursuant to the amendment, the Board created a new class of 8% non-cumulative, non-voting Series "A" preference shares of $0.001 each.
The Board allotted and issued 10,000 of these Preferred Shares to Matsack Trust Limited in exchange for legal services, relying on the Section 4(a)(2) exemption under the US Securities Act of 1933. The filing states that the rights of the Preferred Shares are summarized in the Form S-4 registration statement declared effective on April 26, 2024. The filing also includes a no-offer statement regarding the proposed combination of Smurfit Kappa and WestRock.
It states that ordinary shares to be issued to Smurfit Kappa shareholders in the combination will be issued under the Section 3(a)(10) exemption, based on Irish High Court approval of the scheme of arrangement. The Irish High Court has fixed the date and time for the hearing to consider the scheme's fairness.
02—Key points
Key Highlights
- Articles of association amended on June 26, 2024, with approval from the Board and sole shareholder Matsack Nominees Limited
- Authorized share capital restated to US$10,000,000 and €50,000, including 9,500,000,000 ordinary shares and 500,000,000 preference shares of US$0.001 each
- New class of 8% non-cumulative, non-voting Series "A" preference shares created
- 10,000 Preferred Shares issued to Matsack Trust Limited in exchange for legal services, under the Section 4(a)(2) exemption
- Rights of the Preferred Shares are summarized in the Form S-4 declared effective April 26, 2024
- Ordinary shares for Smurfit Kappa shareholders in the combination to be issued under the Section 3(a)(10) exemption, based on Irish High Court approval of the scheme
- Amended Constitution filed as Exhibit 3.1
03—Questions
Frequently Asked Questions
What changed in the company's authorized share capital?
The amendment replaced the prior authorization of €25,000 divided into 25,000 ordinary shares of €1.00 each. The authorized capital is now US$10,000,000 and €50,000, divided into 9,500,000,000 ordinary shares of US$0.001 each, 500,000,000 preference shares of US$0.001 each, 25,000 ordinary shares of €1.00 each and 25,000 deferred shares of €1.00 each.
What are the Series "A" Preferred Shares?
The Board created a new class of 8% non-cumulative and non-voting Series "A" preference shares of $0.001 each. The filing states that their rights are summarized in the Form S-4 declared effective on April 26, 2024.
Why were Preferred Shares issued, and to whom?
The Board allotted and issued 10,000 Preferred Shares to Matsack Trust Limited in exchange for the provision of legal services. Matsack Trust Limited is the parent of Matsack Nominees Limited, a professional services company controlled by Matheson LLP, which is the Company's legal advisor on Irish law.
How will shares be issued to Smurfit Kappa shareholders in the combination?
The ordinary shares will be issued without registration under the US Securities Act, in reliance on the Section 3(a)(10) exemption. That exemption depends on the Irish High Court approving the scheme of arrangement after a fairness hearing. The Court has fixed the date and time for that hearing.
04—Continue