Form SCHEDULE 13D/A Ardagh Metal Packaging Filed by: Ardagh Group S.A.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Ardagh Metal Packaging S.A. (Name of Issuer) |
Ordinary shares, with a nominal value of (euro) 0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
Torsten Schoen 56, rue Charles Martel, Luxembourg, N4, L-2134 352 26 25 85 55 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/12/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Ardagh Holdings S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
454,375,314.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
76.02 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percent of class was calculated based on 597,713,173 ordinary shares of Ardagh Metal Packaging S.A. (the "Issuer") outstanding as of July 31, 2026, based on information provided by the Issuer.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Ardagh Group S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
454,375,314.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
76.02 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percent of class was calculated based on 597,713,173 ordinary shares of the Issuer outstanding as of July 31, 2026, based on information provided by the Issuer.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary shares, with a nominal value of (euro) 0.01 per share | |
| (b) | Name of Issuer:
Ardagh Metal Packaging S.A. | |
| (c) | Address of Issuer's Principal Executive Offices:
56, rue Charles Martel, Luxembourg,
LUXEMBOURG
, L-2134. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D filed by the Reporting Persons on November 20, 2025 (the "Original 13D," and together with Amendment No. 1, the "Schedule 13D") with respect to the ordinary shares of the Issuer. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms not otherwise defined in this Amendment No. 1 shall have the same meanings ascribed thereto in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of the Schedule 13D is hereby amended and restated as follows:
This Schedule 13D is being filed by Ardagh Holdings S.A., formerly known as Yeoman Capital S.A. ("AHSA"), and Ardagh Group S.A. ("AGSA") (each, a "Reporting Person" and together the "Reporting Persons").
As a result of the Transactions (as defined in Item 4 in the Original 13D), AHSA became the owner of 100% of the equity interests in AGSA previously indirectly held by ARD Holdings S.A., and may be deemed to be the ultimate beneficial owner of the ordinary shares of the Issuer directly held by Ardagh Investments Sarl ("AIS"), a wholly-owned direct subsidiary of Ardagh Investments Holdings Sarl, a wholly-owned direct subsidiary of Ardagh Group Holdings Sarl, which is itself a wholly-owned direct subsidiary of AGSA (together, the "Intermediate Subsidiaries"). AGSA, ARD Holdings S.A. and Paul Coulson previously reported their beneficial ownership of ordinary shares of the Issuer indirectly held by AGSA through the Intermediate Subsidiaries on Amendment No. 3 to Schedule 13G, filed with the Securities and Exchange Commission on November 20, 2025 (the "Exit 13G"). | |
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended to add the following at the end thereof.
As previously disclosed, the Reporting Persons review their investment in the Issuer on a continuing basis. In this regard, the board of AHSA has instructed its advisers to prepare for a potential sale of the Issuer by AHSA and its affiliates, whereby AIS would sell some or all of the equity interests in the Issuer (the "Potential Transaction") to a third-party buyer, and which may include a scenario in which AIS acquires the ordinary shares of the Issuer not currently held by AIS in order to effect a sale of all of the equity interests in the Issuer to a third-party buyer. Approval by the board of AHSA will be required on any further steps in connection with the Potential Transaction, including the terms, timing, counterparty and ultimate consummation and will be dependent upon the Reporting Persons' review of numerous factors, including: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's ordinary shares; general market, industry and economic conditions; the relative attractiveness of a specific plan or transaction as compared to alternative business and investment opportunities; and other future developments with respect to the Issuer and the market generally. AHSA has not set a deadline or definitive timeline for the completion of the Potential Transaction, and there can be no assurance that the sale process will result in any transaction or particular outcome.
In connection with any of the foregoing actions, Evercore International Partners LLP has been appointed as financial adviser to AHSA and Kirkland & Ellis International LLP as lead legal adviser to AHSA, and the Reporting Persons may retain further advisers, engage in discussions or, subject to the Shareholders Agreement (described in Item 6 of the Schedule 13D) between AGSA and the Issuer, share confidential information of the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a)-(c) of the Schedule 13D are each hereby amended and restated in their entirety as follows and as set forth in subsections (b) and (c) hereof:
The information set forth on lines 11 and 13 of the cover pages hereto is incorporated by reference into this Item 5(a).
The percent of class is calculated based on 597,713,173 ordinary shares of the Issuer outstanding as of July 31, 2026, based on information provided by the Issuer. | |
| (b) | The information set forth on lines 7 through 10 of the cover pages and Item 5(a) hereto is incorporated by reference into this Item 5(b). | |
| (c) | Neither of the Reporting Persons has effected any transactions in the ordinary shares of the Issuer during the past 60 days. | |
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Joint Filing Agreement, dated November 19, 2025, by and between Ardagh Group S.A. and Ardagh Holdings S.A. (incorporated herein by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons on November 20, 2025). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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