UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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Washington, D.C. 20549

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FORM 6-K

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REPORT OF FOREIGN PRIVATE ISSUER

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

THE SECURITIES EXCHANGE ACT OF 1934

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For the month of July, 2023

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Commission File Number: 001-40709

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Ardagh Metal Packaging S.A.

(Name of Registrant)

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56, rue Charles Martel

L-2134 Luxembourg, Luxembourg

+352 26 25 85 55

(Address of Principal Executive Offices)

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

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Form 20-F  ☒        Form 40-F  ☐

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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): _____

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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): _____

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EXHIBIT INDEX

This report on Form 6-K comprises of Ardagh Metal Packaging S.A.’s (the “Company”) quarterly report for the three and six months ended June 30, 2023, which is attached hereto as Exhibit 99.1.

Incorporation by Reference

The information set forth in this report on Form 6-K shall be deemed to be incorporated by reference into the registration statement filed on Form F-3, as amended (Registration No. 333-258749) by the Company (including any prospectus forming a part of such registration statement), and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

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Exhibit<br><br>Number		Description
99.1<br><br>101		Ardagh Metal Packaging S.A. Quarterly Report for the three and six months ended June 30, 2023<br><br>Interactive Data Files (XBRL – Related Documents)<br><br>​
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SIGNATURES

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

Date:    July 27, 2023

Ardagh Metal Packaging S.A.
By:	/s/ Oliver Graham
Name:	Oliver Graham
Title:	Chief Executive Officer

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Exhibit 99.1

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INDEX TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

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Ardagh Metal Packaging S.A.		​
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Unaudited Consolidated Interim Financial Statements		​
Consolidated Interim Income Statement for the three months ended June 30, 2023 and 2022		2
Consolidated Interim Income Statement for the six months ended June 30, 2023 and 2022		3
Consolidated Interim Statement of Comprehensive Income for the three and six months ended June 30, 2023 and 2022		4
Consolidated Interim Statement of Financial Position at June 30, 2023 and December 31, 2022		5
Consolidated Interim Statement of Changes in Equity for the six months ended June 30, 2023 and 2022		6
Consolidated Interim Statement of Cash Flows for the three and six months ended June 30, 2023 and 2022		7
Notes to the Unaudited Consolidated Interim Financial Statements		8
Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three and six months ended June 30, 2023		21
Cautionary Statement Regarding Forward-Looking Statements		34

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As used herein, the “Company” refers to Ardagh Metal Packaging S.A., and “we”, “our”, “us”, “AMP” and the “Group” refer to AMPSA and its consolidated subsidiaries, unless the context requires otherwise.

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ARDAGH METAL PACKAGING S.A.

CONSOLIDATED INTERIM INCOME STATEMENT

​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Unaudited				Unaudited
​	​	​	​	Three months ended June 30, 2023				Three months ended June 30, 2022
​		​	****	Before	​	****	​	Before	​	****	​
​	​	​	****	exceptional	Exceptional	****	​	exceptional	Exceptional	​	​
​	​	​	****	items	items	****	Total	items	items	​	Total
​	​	Note	****	'm	$'m	​	'm	'm	$'m	​	$'m
​	​	​	​	​	Note 5	​	​	​	Note 5	​	​
Revenue		4		1,255	—	​	1,255	1,303	—	​	1,303
Cost of sales				(1,109)	(37)	​	(1,146)	(1,123)	(16)	​	(1,139)
Gross profit			****	146	(37)	****	109	180	(16)	****	164
Sales, general and administration expenses				(60)	(3)	​	(63)	(53)	(4)	​	(57)
Intangible amortization		​		(35)	—	​	(35)	(35)	—	​	(35)
Operating profit			****	51	(40)	****	11	92	(20)	****	72
Net finance (expense)/income		6		(49)	26	​	(23)	(34)	74	​	40
(Loss)/profit before tax			****	2	(14)	****	(12)	58	54	****	112
Income tax credit/(charge)				—	2	​	2	(16)	4	​	(12)
(Loss)/profit for the period			****	2	(12)	****	(10)	42	58	****	100
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(Loss)/profit attributable to:	​	​	​	​	​	​	​	​	​	​	​
Equity holders	​	​	​	​	​	​	(10)	​	​	​	100
Non-controlling interests	​	​	​	​	​	​	—	​	​	​	—
(Loss)/profit for the period	​	​	​	​	​	​	(10)	​	​	​	100
​	​	​	​	​	​	​	​	​	​	​	​
(Loss)/earnings per share:	​	​	​	​	​	​	​	​	​	​	​
Basic and diluted (loss)/earnings per share attributable to equity holders	​	7	​	​	​	$	(0.03)	​	​	$	0.17

All values are in US Dollars.

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The accompanying notes to the unaudited consolidated interim financial statements are an integral part of these unaudited consolidated interim financial statements.

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ARDAGH METAL PACKAGING S.A.

CONSOLIDATED INTERIM INCOME STATEMENT

​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Unaudited				Unaudited
​	​	​	​	Six months ended June 30, 2023				Six months ended June 30, 2022
​		​	****	Before	​	****	​	Before	​	****	​
​	​	​	​	exceptional	Exceptional	****	​	exceptional	Exceptional	​	​
​	​	​	​	items	items	****	Total	items	items	​	Total
​	​	Note	​	'm	$'m	​	'm	'm	$'m	​	$'m
​	​	​	​	​	Note 5	​	​	​	Note 5	​	​
Revenue		4	​	2,386	—	​	2,386	2,440	—	​	2,440
Cost of sales			​	(2,117)	(47)	​	(2,164)	(2,109)	(30)	​	(2,139)
Gross profit			​	269	(47)	****	222	331	(30)	****	301
Sales, general and administration expenses			​	(116)	(12)	​	(128)	(109)	(8)	​	(117)
Intangible amortization		​	​	(70)	—	​	(70)	(71)	—	​	(71)
Operating profit			​	83	(59)	****	24	151	(38)	****	113
Net finance (expense)/income		6	​	(99)	53	​	(46)	(62)	125	​	63
(Loss)/profit before tax			​	(16)	(6)	****	(22)	89	87	****	176
Income tax credit/(charge)			​	5	6	​	11	(25)	6	​	(19)
(Loss)/profit for the period	​	​	​	(11)	**** —	****	(11)	64	93	​	157
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(Loss)/profit attributable to:	​	​	​	​	​	​	​	​	​	​	​
Equity holders	​	​	​	​	​	​	(11)	​	​	​	157
Non-controlling interests	​	​	​	​	​	​	—	​	​	​	—
(Loss)/profit for the period	​	​	​	​	​	​	(11)	​	​	​	157
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(Loss)/earnings per share:	​	​	​	​	​	​	​	​	​	​	​
Basic and diluted (loss)/earnings per share attributable to equity holders	​	7	​	​	​	$	(0.04)	​	​	$	0.26

All values are in US Dollars.

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The accompanying notes to the unaudited consolidated interim financial statements are an integral part of these unaudited consolidated interim financial statements.

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ARDAGH METAL PACKAGING S.A.

CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Unaudited
​	​	​	​	Three months ended June 30,			​	Six months ended June 30,
​	​	​	​	2023	​	2022	​	2023	​	2022
​	​	Note	​	$'m	​	$'m	​	$'m	​	$'m
(Loss)/profit for the period	​	​	​	(10)	​	100	​	(11)	​	157
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Other comprehensive (expense)/income:	​	​	​	​	​	​	​	​	​	​
Items that may subsequently be reclassified to income statement	​	​	​	​	​	​	​	​	​	​
Foreign currency translation adjustments:	​	​	​	​	​	​	​	​	​	​
-Arising in the period	​	​	​	3	​	1	​	7	​	2
​	​	​	​	3	​	1	​	7	​	2
Effective portion of changes in fair value of cash flow hedges:	​	​	​	​	​	​	​	​	​	​
-New fair value adjustments into reserve	​	​	​	(33)	​	(49)	​	(59)	​	40
-Movement out of reserve to income statement	​	​	​	5	​	—	​	12	​	—
-Movement in deferred tax	​	​	​	3	​	15	​	5	​	7
​	​	​	​	(25)	​	(34)	​	(42)	​	47
Items that will not be reclassified to income statement	​	​	​	​	​	​	​	​	​	​
-Re-measurement of employee benefit obligations	​	11	​	(7)	​	24	​	(8)	​	52
-Deferred tax movement on employee benefit obligations	​	​	​	2	​	(7)	​	2	​	(15)
​	​	​	​	(5)	​	17	​	(6)	​	37
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Total other comprehensive (expense)/income for the period	​	​	​	(27)	​	(16)	​	(41)	​	86
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Total comprehensive (expense)/income for the period	​	​	​	(37)	​	84	​	(52)	​	243
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Attributable to:	​	​	​	​	​	​	​	​	​	​
Equity holders	​	​	​	(37)	​	84	​	(52)	​	243
Non-controlling interests	​	​	​	—	​	—	​	—	​	—
Total comprehensive (expense)/income for the period	​	​	​	(37)	​	84	​	(52)	​	243

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The accompanying notes to the unaudited consolidated interim financial statements are an integral part of these unaudited consolidated interim financial statements.

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**** ARDAGH METAL PACKAGING S.A.

CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION

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​	​	​	​	Unaudited	​	Unaudited
​	​	​	​	At June 30,	​	At December 31,
​	​	​	​	2023	​	2022
​	​	Note	​	$'m	​	$'m
Non-current assets	****	****	****	****	​	​
Intangible assets		8		1,431	​	1,473
Property, plant and equipment		8		2,575	​	2,390
Derivative financial instruments		​		2	​	9
Deferred tax assets		​		75	​	54
Employee benefit assets	​	​	​	20	​	27
Other non-current assets		​		4	​	4
​	****	​	****	4,107	​	3,957
Current assets	****	****	****	​	****	​
Inventories		​		570	​	567
Trade and other receivables		​		587	​	509
Contract assets	​	​	​	270	​	239
Derivative financial instruments		​		19	​	38
Cash, cash equivalents and restricted cash		​		182	​	555
​	****	​	****	1,628	​	1,908
TOTAL ASSETS	****	****	****	5,735	****	5,865
​	****	****	****	​	****	​
Equity attributable to owners of the parent		​		​	​	​
Equity share capital		9		267	​	267
Share premium		9		5,989	​	5,989
Other reserves		16		(5,692)	​	(5,657)
Retained earnings				(292)	​	(144)
​	​	​	​	272	****	455
Non-controlling interests	​	​	​	5	​	—
TOTAL EQUITY	​	​	​	277	​	455
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Non-current liabilities	​	​	​	​	​	​
Borrowings	****	10	****	3,611	****	3,524
Employee benefit obligations	​	​	​	149	​	149
Derivative financial instruments	​	​	​	41	​	17
Deferred tax liabilities		​		146	​	158
Other liabilities and provisions		12		49	​	98
​	****	​	****	3,996	****	3,946
Current liabilities	****	​	****	​	****	​
Borrowings		10		140	​	68
Interest payable		​		14	​	13
Derivative financial instruments		​		49	​	40
Trade and other payables		​		1,199	​	1,298
Income tax payable		​		33	​	35
Provisions	​	12	​	27	​	10
​	​	​	​	1,462	​	1,464
TOTAL LIABILITIES	****	​	****	5,458	****	5,410
TOTAL EQUITY and LIABILITIES	****	​	****	5,735	****	5,865

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The accompanying notes to the unaudited consolidated interim financial statements are an integral part of these unaudited consolidated interim financial statements.

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ARDAGH METAL PACKAGING S.A.

CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	Unaudited
​	Attributable to the owner of the parent											​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	Equity	​	​	​	​	​	​	​	​	​	​	​	Non-	​	​
​	share	​	Share	​	Treasury	​	Other	​	Retained	​	​	​	controlling	​	​
​	capital	​	premium	​	shares	​	reserves	​	earnings	​	Total	​	interests	​	Total
​	$'m	​	$'m	​	$'m	​	$'m	​	$'m	​	$'m	​	$’m	​	$'m
​	Note 9	​	Note 9	​	​	​	Note 16	​	​	​	​	​	​	​	​
At January 1, 2022	7	​	5,992	​	—	​	(5,593)	​	(120)	​	286	​	—	​	286
Profit for the period	—	​	—	​	—	​	—	​	157	​	157	​	—	​	157
Other comprehensive income	—	​	—	​	—	​	49	​	37	​	86	​	—	​	86
Hedging gains transferred to cost of inventory	—	​	—	​	—	​	(72)	​	—	​	(72)	​	—	​	(72)
Transactions with owners in their capacity as owners	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Shares acquired by AMPSA (Treasury shares)	—	​	—	​	(3)	​	—	​	—	​	(3)	​	—	​	(3)
Dividends (Note 14)	—	​	—	​	—	​	—	​	(121)	​	(121)	​	—	​	(121)
At June 30, 2022	7	​	5,992	​	(3)	​	(5,616)	​	(47)	****	333	​	—	​	333
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At January 1, 2023	267	​	5,989	​	—	****	(5,657)	​	(144)	****	455	​	—	​	455
Loss for the period	—	​	—	​	—	​	—	​	(11)	​	(11)	​	—	​	(11)
Other comprehensive expense	—	​	—	​	—	​	(35)	​	(6)	​	(41)	​	—	​	(41)
Hedging losses transferred to cost of inventory	—	​	—	​	—	​	6	​	—	​	6	​	—	​	6
NOMOQ acquisition (Note 8)	—	​	—	​	—	​	(6)	​	—	​	(6)	​	5	​	(1)
Transactions with owners in their capacity as owners	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Dividends (Note 14)	—	​	—	​	—	​	—	​	(131)	​	(131)	​	—	​	(131)
At June 30, 2023	267	​	5,989	​	—	​	(5,692)	​	(292)	​	272	​	5	​	277

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The accompanying notes to the unaudited consolidated interim financial statements are an integral part of these unaudited consolidated interim financial statements.

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ARDAGH METAL PACKAGING S.A.

CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS

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​	​	​	​	Unaudited
​	​	​	​	Three months ended June 30,			​	Six months ended June 30,
​	​	​	​	2023	​	2022	​	2023	​	2022
​	​	Note	​	$'m	​	$'m	​	$'m	​	$'m
Cash flows from/(used in) operating activities	​	****	​	****	​	​	​		​	****
Cash generated from/(used in) operations	​	13	​	302	​	91	​	74	​	(103)
Net interest paid *	​	​	​	(74)	​	(48)	​	(82)	​	(51)
Settlement of foreign currency derivative financial instruments *		10	​	1	​	20	​	(11)	​	30
Income tax paid	​		​	(6)	​	(8)	​	(15)	​	(15)
Cash flows from/(used in) operating activities	​		​	223	​	55	​	(34)	​	(139)
​	​	​	​	​	​	​	​	​	​	​
Cash flows used in investing activities	​	****	​	​	​	​	​		​
Purchase of property, plant and equipment and intangible assets		****	​	(96)	​	(169)	​	(222)	​	(286)
Net cash used in investing activities	​	​	​	(96)	​	(169)	​	(222)	​	(286)
​	​	​	​	​	​	​	​	​	​	​
Cash flows (used in)/received from financing activities	​		​	​	​	​	​	​	​	​
Proceeds from borrowings	​	​	​	34	​	600	​	70	​	700
Repayment of borrowings	​	​	​	(10)	​	(105)	​	(12)	​	(109)
Deferred debt issue costs paid	​	​	​	(1)	​	(4)	​	(2)	​	(6)
Lease payments	​		​	(22)	​	(13)	​	(38)	​	(26)
Dividends paid	​	14	​	(65)	​	(121)	​	(131)	​	(121)
Treasury shares purchased	​	​	​	—	​	(3)	​	—	​	(3)
Other financing activities	​	​	​	—	​	(1)	​	—	​	(1)
Net cash (used in)/received from financing activities	​	​	​	(64)	​	353	​	(113)	​	434
​	​	​	​	​	​	​	​	​	​	​
Net increase/(decrease) in cash, cash equivalents and restricted cash	​		​	63	​	239	​	(369)	​	9
​	​	​	​	​	​	​	​	​	​	​
Cash, cash equivalents and restricted cash at beginning of period	​		​	124	​	225	​	555	​	463
Foreign exchange losses on cash, cash equivalents and restricted cash	​		​	(5)	​	(28)	​	(4)	​	(36)
Cash, cash equivalents and restricted cash at end of period	​	​	​	182	​	436	​	182	​	436

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*Prior year amounts which had been included in Interest paid previously have been reclassified to conform to the current year presentation.

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The accompanying notes to the unaudited consolidated interim financial statements are an integral part of these unaudited consolidated interim financial statements.

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ARDAGH METAL PACKAGING S.A.

NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1.     General information

Ardagh Metal Packaging S.A. (the “Company”) was incorporated in the Grand Duchy of Luxembourg on January 20, 2021. The Company’s registered office is 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg.

Ardagh Metal Packaging S.A. and its subsidiaries (together the “Group” or “AMP”) are a leading supplier of metal beverage cans globally, with a particular focus on the Americas and Europe. The Group supplies sustainable and infinitely recyclable metal packaging to a diversified customer base of the leading global, regional and national beverage producers. AMP operates 24 production facilities in Europe and the Americas and employs approximately 6,300 people.

The Group does not have any operations within Russia or Ukraine and continues to monitor and comply with the various sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the European Union, the United Kingdom and the United Nations Security Committee that have been imposed on the Russian government and certain Russian entities and individuals.

These unaudited consolidated interim financial statements reflect the consolidation of the legal entities forming the Group for the periods presented.

The significant accounting policies that have been applied to the unaudited consolidated interim financial statements are described in note 3.

2.     Statement of directors’ approval

The unaudited consolidated interim financial statements were approved for issue by the board of directors (the “Directors”) of the Company (the “Board”) on July 25, 2023.

3.     Summary of significant accounting policies

Basis of preparation

The unaudited consolidated interim financial statements of the Group for the three and six months ended June 30, 2023 and 2022, have been prepared in accordance with IAS 34 “Interim Financial Reporting”. The unaudited consolidated interim financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the Annual Report for the year ended December 31, 2022 which was prepared in accordance with International Financial Reporting Standards (“IFRS”).

The unaudited consolidated interim financial statements are presented in U.S. dollar rounded to the nearest million. The functional currency of the Company is euro.

Income tax in interim periods is accrued using the effective tax rate expected to be applied to annual earnings.

The accounting policies, presentation and methods of computation followed in the unaudited consolidated interim financial statements are consistent with those applied in the Group’s latest Annual Report.

Recent changes in accounting pronouncements

The impact of new standards, amendments to existing standards and interpretations issued and effective for annual periods beginning on or after January 1, 2023 have been assessed by the Directors. No new standards or amendments to

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existing standards effective January 1, 2023 have had or are expected to have a material impact for the Group. The Directors’ assessment of the impact of new standards, which are not yet effective and which have not been early adopted by the Group, on the consolidated interim financial statements is on-going, but is not expected to have a material impact for the Group.

4.     Segment analysis

The Group’s two operating and reportable segments, Europe and Americas, reflect the basis on which the Group’s performance is reviewed by management and presented to the Chief Operating Decision Maker (“CODM”). The CODM has been identified as being the Board and Chief Financial Officer.

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Performance of the Group is assessed based on Adjusted EBITDA. Adjusted EBITDA is the profit or loss for the period before income tax charge or credit, net finance income or expense, depreciation and amortization and exceptional operating items. Other items are not allocated to segments, as these are reviewed by the CODM on a group-wide basis. Segmental revenues are derived from sales to external customers. Inter-segment revenue is not material.

Reconciliation of (loss)/profit for the period to Adjusted EBITDA

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​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30,			​	Six months ended June 30,
​	****	2023	​	2022	​	2023	​	2022
​	​	$'m	​	$'m	​	$'m	​	$'m
(Loss)/profit for the period	****	(10)	​	100	​	(11)	​	157
Income tax (credit)/charge	****	(2)	​	12	​	(11)	​	19
Net finance expense/(income)	****	23	​	(40)	​	46	​	(63)
Depreciation and amortization	****	100	​	89	​	198	​	175
Exceptional operating items	****	40	​	20	​	59	​	38
Adjusted EBITDA	​	151	​	181	​	281	​	326

​

​	​	​	​	​	​	​	​	​

​

Segment results for the three months ended June 30, 2023 and 2022 are:

​

​	​	​	​	​	​	​	​	​
​	​	Revenue			​	Adjusted EBITDA
​		2023	****	2022	****	2023	****	2022
​	​	$'m	​	$'m	​	$'m	​	$'m
Europe	​	555	​	533	​	64	​	61
Americas		700	​	770	​	87	​	120
Group	​	1,255	​	1,303	​	151	​	181

​

Segment results for the six months ended June 30, 2023 and 2022 are:

​

​	​	​	​	​	​	​	​	​
​	​	Revenue			​	Adjusted EBITDA
​		2023	****	2022	****	2023	****	2022
​	​	$'m	​	$'m	​	$'m	​	$'m
Europe		1,041	​	1,032	​	113	​	117
Americas		1,345	​	1,408	​	168	​	209
Group	​	2,386	​	2,440	​	281	​	326

​

One customer accounted for greater than 10% of total Group revenue across both reportable segments in the three and six months ended June 30, 2023 (2022: one).

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​

Within each reportable segment our respective packaging containers have similar production processes and classes of customers. Further, they have similar economic characteristics, as evidenced by similar profit margins, similar degrees of risk and similar opportunities for growth. Based on the foregoing, we do not consider that they constitute separate product lines and, therefore, additional disclosures relating to product lines are not necessary.

The following illustrates the disaggregation of revenue by destination for the three months ended June 30, 2023:

​	​	​	​	​	​	​	​	​
​	​	​	​	North	​	Rest of the	​	​
​	​	Europe	​	America	​	world	​	Total
​	​	$'m	​	$'m	​	$'m	​	$'m
Europe	​	552	​	—	​	3	​	555
Americas	​	—	​	608	​	92	​	700
Group	​	552	​	608	​	95	​	1,255

The following illustrates the disaggregation of revenue by destination for the three months ended June 30, 2022:

​	​	​	​	​	​	​	​	​
​	​	​	​	North	​	Rest of the	​	​
​	​	Europe	​	America	​	world	​	Total
​	​	$'m	​	$'m	​	$'m	​	$'m
Europe	​	530	​	2	​	1	​	533
Americas	​	—	​	597	​	173	​	770
Group	​	530	​	599	​	174	​	1,303

The following illustrates the disaggregation of revenue by destination for the six months ended June 30, 2023:

​	​	​	​	​	​	​	​	​
​	​	​	​	North	​	Rest of the	​	​
​	​	Europe	​	America	​	world	​	Total
​	​	$'m	​	$'m	​	$'m	​	$'m
Europe	​	1,030	​	7	​	4	​	1,041
Americas	​	—	​	1,150	​	195	​	1,345
Group	​	1,030	​	1,157	​	199	​	2,386

The following illustrates the disaggregation of revenue by destination for the six months ended June 30, 2022:

​	​	​	​	​	​	​	​	​
​	​	​	​	North	​	Rest of the	​	​
​	​	Europe	​	America	​	world	​	Total
​	​	$'m	​	$'m	​	$'m	​	$'m
Europe	​	1,025	​	4	​	3	​	1,032
Americas	​	—	​	1,116	​	292	​	1,408
Group	​	1,025	​	1,120	​	295	​	2,440

​

​	​	​	​	​	​	​	​	​

The following illustrates the disaggregation of revenue based on the timing of transfer of goods and services:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	Three months ended June 30,			​	Six months ended June 30,
​	​	​	​	​	​	2023	​	2022	​	2023	​	2022
​	​	​	​	​	​	$'m	​	$'m	​	$'m	​	$'m
Over time	​	​	​	​	​	998	​	1,036	​	1,910	​	1,950
Point in time	​	​	​	​	​	257	​	267	​	476	​	490
Group	​	​	​	​	​	1,255	​	1,303	​	2,386	​	2,440

​

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​

5.     Exceptional items

​

​

​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30,			​	Six months ended June 30,
​		2023	****	2022	​	2023	****	2022
​	​	$'m	​	$'m	​	$'m	​	$'m
Start-up related and other costs	​	11	​	16	​	21	​	30
Impairment - property, plant and equipment		11	​	—	​	11	​	—
Restructuring costs	​	15	​	—	​	15	​	—
Exceptional items – cost of sales	****	37	​	16	​	47	****	30
Transaction-related and other costs	​	3	​	4	​	12	​	8
Exceptional items – SG&A expenses	​	3	​	4	​	12	​	8
Exceptional net finance income	​	(26)	​	(74)	​	(53)	​	(125)
Exceptional items – net finance income	​	(26)	​	(74)	​	(53)	​	(125)
Exceptional income tax credit	​	(2)	​	(4)	​	(6)	​	(6)
Total exceptional items, net of tax	​	12	​	(58)	​	—	​	(93)

​

ss	​	​	​	​	​	​	​	​

​

Exceptional items are those that in management’s judgment need to be disclosed by virtue of their size, nature or incidence.

2023

Exceptional items of $6 million, before tax, have been recognized in the six months ended June 30, 2023, primarily comprising:

●	$21 million start-up related and other costs in the Americas ($14 million) and Europe ($7 million), primarily relating to the Group’s investment programs.
●	$11 million and $15 million relating to the impairment of property, plant and equipment and restructuring costs respectively, in Europe following the decision to close the remaining steel lines in the Weissenthurm production facility in Germany, completing the conversion to an aluminum only facility.
---	---
●	$12 million transaction-related and other costs, comprised of a $6 million legal settlement in respect of a contract manufacturing agreement arising from Ardagh Group S.A.’s (“AGSA”) acquisition of the beverage can business and $6 million of professional advisory fees and other costs primarily in relation to transformation initiatives.
---	---
●	$53 million net exceptional finance income primarily relates to a gain on movements in the fair market values on the Earnout Shares, Public Warrants and Private Warrants.
---	---
●	Tax credits of $6 million have been incurred relating to the above exceptional items.
---	---

​

2022

Exceptional items of $87 million, before tax, have been recognized in the six months ended June 30, 2022, primarily comprising:

●	$30 million start-up related and other costs in Europe ($16 million) and the Americas ($14 million), primarily relating to the Group’s investment programs.
●	$8 million transaction-related and other costs, primarily relates to professional advisory fees in relation to costs related to transformation initiatives.
---	---
●	$125 million net exceptional finance income relates to a gain on movements in the fair market values of $146 million on the Earnout Shares and Public and Private Warrants, partly offset by a foreign currency loss of $21 million thereon.
---	---
●	Tax credits of $6 million have been incurred relating to the above exceptional items.
---	---

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​

6.     Net finance expense/(income)

​

​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30,			​	Six months ended June 30,
​		2023	****	2022	****	2023	****	2022
​	​	$'m	​	$'m	​	$'m	​	$'m
Senior Secured Green and Senior Green Notes	​	33	​	25	​	66	​	48
Net pension interest costs		1	​	1	​	2	​	2
(Gains)/ losses on derivative financial instruments	​	(1)	​	—	​	3	​	—
Foreign currency translation losses		2	​	3	​	4	​	4
Other net finance expense	​	14	​	5	​	24	​	8
Net finance expense before exceptional items	​	49	​	34	​	99	​	62
Exceptional finance income (note 5)	​	(26)	​	(74)	​	(53)	​	(125)
Net finance expense/(income)	​	23	​	(40)	​	46	​	(63)

​

​	​	​	​	​	​	​	​	​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

7.     (Loss)/earnings per share

Basic (loss)/earnings per share (“EPS”) is calculated by dividing the (loss)/profit for the period attributable to equity holders by the weighted average number of ordinary shares outstanding during the period.

The following table reflects the income statement (loss)/profit and share data used in the basic EPS calculations:

​

​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30,			​	Six months ended June 30,
​		2023	****	2022	​	2023	****	2022
​	​	'm	​	'm	​	'm	​	'm
(Loss)/profit attributable to equity holders as presented in the income statement		​	​	​	​	​	​	​
Less: Dividend on preferred shares (see note 14)	​	​	​	​	​	​	​	​
(Loss)/profit attributable to equity holders used in calculating earnings per share	​	​	​	​	​	​	​	​
Weighted average number of ordinary shares for EPS (millions)		​		​	​	​	​	​
(Loss)/earnings per share	​		​		​		​

All values are in US Dollars.

​

​	​	​	​	​	​	​	​	​	​	​	​	​

Diluted (loss)/earnings per share is consistent with basic (loss)/earnings per share, as there are no dilutive potential shares during the periods presented above.

​

Please refer to note 9 for details of any transactions involving the ordinary shares for the three and six months ended June 30, 2023.

​

​

​

​

​

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​

8.     Intangible assets and property, plant and equipment

​

​	​	​	​	​
​	****	​	****	Property,
​	​	Intangible	​	plant and
​	​	assets	​	equipment
​	​	$'m	​	$'m
Net book value at January 1, 2023	​	1,473	​	2,390
Additions	​	5	​	297
Acquisition	​	6	​	4
Disposals	​	—	​	(4)
Impairment	​	—	​	(11)
Charge for the period	​	(70)	​	(128)
Foreign exchange	​	17	​	27
Net book value at June 30, 2023	****	1,431	****	2,575

​

​	​	​	​	​

In February 2023, the Group completed the acquisition of a majority share in NOMOQ AG (“NOMOQ”), a start-up digital can printer based in Zurich, Switzerland, for an initial consideration of €15 million, with a further €10 million payable in 2024, subject to NOMOQ achieving certain milestones. Net of €15 million cash acquired; the transaction did not result in a cash outflow for the Group. These consolidated financial statements include management’s preliminary estimate of the fair values of assets acquired and liabilities assumed. In conjunction with this transaction, the Group has entered into put and call option arrangements for the acquisition of the outstanding non-controlling interest (“NCI”), part of which are treated as a compensation arrangement for accounting purposes, and could result in future payments to the holders of such NCI, depending on the future performance of NOMOQ. An initial estimate of the fair value of such obligation, which has been reflected in other reserves and other liabilities and provisions, respectively, has been calibrated such that the present value of the liability is equal to the fair value of the NCI that is subject to the put and call arrangement as of the valuation date.

​

At June 30, 2023, the carrying amount of goodwill included within intangible assets was $990 million (December 31, 2022: $976 million).

At June 30, 2023, the carrying amount of the right-of-use assets included within property, plant and equipment was $397 million (December 31, 2022: $327 million).

The Group recognized a depreciation charge of $128 million in the six months ended June 30, 2023 (2022: $104 million), of which $32 million (2022: $26 million) relates to right-of-use assets.

Impairment test for goodwill

Goodwill is not subject to amortization and is tested annually for impairment following the approval of the annual budget (normally at the end of the financial year), or more frequently if events or changes in circumstances indicate a potential impairment.

Management has considered whether any impairment indicators existed at the reporting date, and has concluded that the carrying amount of the goodwill is fully recoverable as at June 30, 2023.

​

​

​

​

​

​

​

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​

9.	Equity share capital and share premium

​

Issued and fully paid shares:

​

​	​	​	​	​	​	​	​
​	​	​	Total ordinary shares (par value €0.01 )	​	Total share capital	​	Total share premium
​	​	​	(million)	​	$'m	​	$'m
At June 30, 2023 and at December 31, 2022	​	​	597.6	​	267	​	5,989

​

​	​	​	​	​	​	​	​

There were no material share transactions in the three and six months ended June 30, 2023.

​

​

10.     Financial assets and liabilities

At June 30, 2023 the Group’s net debt and available liquidity was as set out below:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	​	Maximum	****	Final	****	​	****	​	****	​	****	​
​	​	​	amount	​	maturity	​	Facility	​	​	​	​	​	Available
Facility	​	Currency	drawable	​	date	​	type	​	Amount drawn			​	liquidity
​	​	​	Local	​	​	​	​	​	Local	****	​	​	​
​	​	​	currency	​	​	​	​	​	currency	​	$'m	​	$'m
​	​	​	m	​	​	​	​	​	m	​	​	​	****
2.000% Senior Secured Green Notes			450		01-Sep-28	​	Bullet		450		489	​	—
3.250% Senior Secured Green Notes	​		600	​	01-Sep-28	​	Bullet	​	600	​	600	​	—
6.000% Senior Secured Green Notes	​		600	​	15-Jun-27	​	Bullet	​	600	​	600	​	—
3.000% Senior Green Notes	​		500	​	01-Sep-29	​	Bullet	​	500	​	543	​	—
4.000% Senior Green Notes	​		1,050	​	01-Sep-29	​	Bullet	​	1,050	​	1,050	​	—
Global Asset Based Loan Facility	​		407	​	06-Aug-26	​	Revolving	​	—	​	70	​	337
Lease obligations		Various	—		—	​	Amortizing		—		392	​	—
Other borrowings		Various	—		Rolling	​	Amortizing		—	​	40	​	—
Total borrowings	****		****	****	****	****	****	****	​	****	3,784	****	337
Deferred debt issue costs	****		****	****	****	****	****	****	****		(33)	​	—
Net borrowings	****		****	****	****	****	****	****	****	****	3,751	​	337
Cash, cash equivalents and restricted cash	****		****	****	****	****	****	****	****		(182)		182
Derivative financial instruments used to hedge foreign currency and interest rate risk						​	​	​	​	​	12	​	—
Net debt / available liquidity	****		****	****	****	****	****	****	****	****	3,581	​	519

All values are in Euros.

​

The fair value of the Group’s total borrowings, excluding lease obligations at June 30, 2023 is $2,847 million (December 31, 2022: $2,742 million).

A number of the Group’s borrowing agreements contain certain covenants that restrict the Group’s flexibility in areas such as the incurrence of additional indebtedness (primarily maximum secured borrowings to Adjusted EBITDA and a minimum Adjusted EBITDA to interest expense), payment of dividends and incurrence of liens.

​

The Global Asset Based Loan Facility is subject to a fixed charge coverage ratio covenant if 90% or more of the facility is drawn. The facility also includes cash dominion, representations, warranties, events of default and other covenants that are of a nature customary for such facilities.

​

​

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​

At December 31, 2022 the Group’s net debt and available liquidity was as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	​	Maximum	****	Final	****	​	****	​	****	​	****	​
​	​	​	amount	​	maturity	​	Facility	​	​	​	​	​	Available
Facility	​	Currency	drawable	​	date	​	type	​	Amount drawn			​	liquidity
​	​	​	Local	​	​	​	​	​	Local	****	​	​	​
​	​	​	currency	​	​	​	​	​	currency	​	$'m	​	$'m
​	​	​	m	​	​	​	​	​	m	​	​	​	****
2.000% Senior Secured Green Notes			450		01-Sep-28	​	Bullet		450		480	​	—
3.250% Senior Secured Green Notes	​		600	​	01-Sep-28	​	Bullet	​	600	​	600	​	—
6.000% Senior Secured Green Notes	​		600	​	15-Jun-27	​	Bullet	​	600	​	600	​	—
3.000% Senior Green Notes	​		500	​	01-Sep-29	​	Bullet	​	500	​	533	​	—
4.000% Senior Green Notes	​		1,050	​	01-Sep-29	​	Bullet	​	1,050	​	1,050	​	—
Global Asset Based Loan Facility	​		415	​	06-Aug-26	​	Revolving	​	—	​	—	​	415
Lease obligations		Various	—		—	​	Amortizing		—		327	​	—
Other borrowings		Various	—		Rolling	​	Amortizing		—	​	40	​	—
Total borrowings	****		****	****	****	****	****	****	​	****	3,630	****	415
Deferred debt issue costs	****		****	****	****	****	****	****	****		(38)	​	—
Net borrowings	****		****	****	****	****	****	****	****	****	3,592	​	415
Cash, cash equivalents and restricted cash	****		****	****	****	****	****	****	****		(555)		555
Net debt / available liquidity	****		****	****	****	****	****	****	****	****	3,037	​	970

All values are in Euros.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

​

The maturity profile of the Group’s net borrowings is as follows:

​

​	​	​	​	​
​	​	At June 30,	​	At December 31,
​	****	2023	****	2022
​	​	$'m	​	$'m
Within one year or on demand		140		68
Between one and three years		132		100
Between three and five years		720		704
Greater than five years		2,792		2,758
Total borrowings	****	3,784	****	3,630
Deferred debt issue costs	​	(33)	​	(38)
Net borrowings	​	3,751	​	3,592

​

​	​	​	​	​

​

Earnout Shares and Warrants

​

Please refer to note 12 for further details about the recognition and measurement of the Earnout Shares as well as the Public Warrants and Private Warrants.

​

Financing activity

​

Lease obligations at June 30, 2023 of $392 million (December 31, 2022: $327 million), primarily reflects $103 million of new lease liabilities, partly offset by $38 million of principal repayments, in the six months ended June 30, 2023.

​

At June 30, 2023, the Group had $337 million available under the Global Asset Based Loan Facility (December 31, 2022: $415 million).

​

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​

Fair value methodology

There has been no change to the fair value hierarchies for determining and disclosing the fair value of financial instruments.

Fair values are calculated as follows:

(i)	Senior Secured Green and Senior Green Notes – the fair value of debt securities in issue is based on valuation techniques in which all significant inputs are based on observable market data and represent Level 2 inputs.
(ii)	Global Asset Based Loan Facility and other borrowings – the fair values of the borrowings in issue is based on valuation techniques in which all significant inputs are based on observable market data and represent Level 2 inputs.
---	---
(iii)	Cross currency interest rate swaps (“CCIRS”) – The fair values of the CCIRS are based on quoted market prices and represent Level 2 inputs.
---	---
(iv)	Commodity and foreign exchange derivatives – the fair value of these derivatives are based on quoted market prices and represent Level 2 inputs.
---	---
(v)	Earnout Shares, Private Warrants and Public Warrants – the fair values of the Earnout Shares and Private Warrants are based on valuation techniques using an unobservable volatility assumption which represents Level 3 inputs, whereas the fair value of the Public Warrants is based on an observable market price and represents a Level 1 input.
---	---

​

Foreign currency derivative financial instruments

The Group operates in a number of currencies and, accordingly, hedges a portion of its currency transaction risk. Cash of $1 million was received and cash of $11 million was paid in respect of hedging in the three and six months ended June 30, 2023 respectively (2022: $20 million and $30 million recieved) and is presented as settlement of foreign currency derivative instruments in the unaudited consolidated interim statement of cash flows.

Cross currency interest rate swaps

​

In the six months ended June 30, 2023, the Group entered into a series of CCIRS, swapping $300 million into synthetic GBP debt. These CCIRS were designated as hedge accounting arrangements to hedge certain portions of it borrowings and interest thereon, and had a net liability position of $12 million at June 30, 2023.

​

11.   Employee benefit assets and obligations

Employee benefit assets and obligations at June 30, 2023 have been reviewed in respect of the latest discount rates, inflation rates and asset valuations. A net re-measurement loss of $7 million and $8 million (2022: gain of $24 million and $52 million) has been recognized in the unaudited consolidated interim statement of comprehensive income for the three and six months ended June 30, 2023, respectively.

The re-measurement loss recognized for the three months ended June 30, 2023 consisted of a decrease in the asset valuations of $14 million (2022: decrease of $59 million), partly offset by a decrease in the obligations of $7 million (2022: decrease of $83 million).

The re-measurement loss recognized for the six months ended June 30, 2023 consisted of a decrease in asset valuations of $7 million (2022: decrease of $95 million) and an increase in the obligations of $1 million (2022: decrease of $147 million).

​

​

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​

12.   Other liabilities and provisions

​

​	​	​	​
​	At June 30,	​	At December 31,
​	2023	****	2022
​	$'m	​	$'m
Other liabilities	​	​	​
Non-current	35	​	83
Provisions	​	​	​
Current	27	​	10
Non-current	14	​	15
​	76	​	108

​

​	​	​	​

Other liabilities

Earnout shares

AGSA has a contingent right to receive up to 60.73 million additional shares in the Company (the “Earnout Shares”). The Earnout Shares are issuable by AMP to AGSA subject to attainment of certain share price hurdles, with equal amounts of shares at $13, $15, $16.50, $18, and $19.50, respectively, over a five-year period ending on January 31, 2027. In accordance with IAS 32 ‘Financial Instruments: Presentation’, the arrangement has been assessed to determine whether the Earnout Shares represent a liability or an equity instrument. As the arrangement may result in AMP issuing a variable number of shares in the future, albeit capped at a total of 60.73 million shares, the Earnout Shares have, in accordance with the requirements of IAS 32, been recognized as a financial liability measured at fair value in the consolidated interim financial statements. A valuation assessment was performed for the purpose of determining the financial liability using a Monte Carlo simulation using key data inputs for: share price hurdles; risk-free rate (4%); and traded closing AMP share price, with estimates of volatility (50%) (December 31, 2022: volatility 50%) and dividend yield. The estimated valuations of the liability at June 30, 2023, and December 31, 2022, were $27 million and $76 million, respectively. Changes in the fair market valuation of the Earnout Shares of $49 million have been reflected as exceptional finance income within net finance expense for the six months ended June 30, 2023 (June 30, 2022: $130 million). Any increase or decrease in volatility of 5% would result in an increase or decrease in the liability as at June 30, 2023, of approximately $10 million (December 31, 2022: $17 million).

Warrants

AMP warrants are exercisable for the purchase of ordinary shares in AMP at an exercise price of $11.50 over a five-year period. In accordance with IAS 32, those warrants have been recognized as a financial liability measured at fair value in the consolidated interim financial statements. For certain warrants issued to the former sponsors of Gores Holdings V, Inc. (“Private Warrants”) a valuation was performed for the purpose of determining the financial liability. The valuation applied a Black Scholes model, using a key data input for the risk-free rate (4%), with estimates for volatility (50%) (December 31, 2022: volatility 50%) and dividend yield. All other outstanding warrants (“Public Warrants”) were valued using the traded closing prices of the AMP warrants. The estimated valuations of the liability at June 30, 2023, and December 31, 2022, were $2 million and $7 million, respectively. Changes in the valuation of the Public and Private Warrants of $5 million have been reflected as exceptional finance income within net finance expense for the six months ended June 30, 2023 (June 30, 2022: $16 million). Any increase or decrease in volatility of 5% would not result in a significant change in the fair value of the Private Warrants at June 30, 2023 (December 31, 2022: $1 million).

Please refer to note 8 ­– Intangible assets and property, plant and equipment and note 5 ­– Exceptional Items for further information on the NOMOQ acquisition and the Weissenthurm provision respectively.

​

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13.   Cash used in operating activities

​

​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​
​	​	Three months ended June 30			​	Six months ended June 30
​	****	2023	****	2022	****	2023	****	2022
​	​	$'m	​	$'m	​	$'m	​	$'m
(Loss)/profit for the period	​	(10)	​	100	​	(11)	​	157
Income tax (credit)/charge		(2)	​	12	​	(11)	​	19
Net finance expense/(income)		23	​	(40)	​	46	​	(63)
Depreciation and amortization		100	​	89	​	198	​	175
Exceptional operating items		40	​	20	​	59	​	38
Movement in working capital		171	​	(70)	​	(175)	​	(395)
Exceptional costs paid, including restructuring		(20)	​	(20)	​	(32)	​	(34)
Cash used in operations	****	302	****	91	​	74	​	(103)

​

​	​	​	​	​	​	​	​	​

​

​

​

​

14.   Dividends

​

​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30,			​	Six months ended June 30,
​	****	2023	****	2022	​	2023	****	2022
​	​	$'m	​	$'m	​	$'m	​	$'m
Cash dividends on ordinary shares declared and paid:	​	​	​	​	​	​	​	​
Interim dividend for 2023: $0.10 per share	​	—	​	—	​	60	​	—
Interim dividend for 2023: $0.10 per share	​	59	​	—	​	59	​	—
Interim dividend for 2022: $0.10 per share	​	—	​	60	​	—	​	60
Interim dividend for 2022: $0.10 per share	​	—	​	61	​	—	​	61
Cash dividends on preferred shares declared and paid:	​	​	​	​	​	​	​	​
Interim dividend for 2023	​	—	​	—	​	6	​	—
Interim dividend for 2023	​	6	​	—	​	6	​	—
​	​	65	​	121	​	131	​	121

​

​	​	​	​	​	​	​	​	​

On February 21, 2023, the Board approved an interim cash dividend of $0.10 per ordinary share. The interim cash dividend of $60 million was paid on March 28, 2023 to shareholders of record on March 14, 2023. On February 21, 2023, the Board approved an interim cash dividend on the annual 9% dividend of the preferred shares. The interim cash dividend of €6 million ($6 million) was paid on March 28, 2023.

On April 25, 2023, the Board approved an interim cash dividend of $0.10 per ordinary share. The interim cash dividend of $59 million was paid on June 28, 2023 to shareholders of record on June 14, 2023. On April 25, 2023, the Board approved an interim cash dividend on the annual 9% dividend of the preferred shares. The interim cash dividend of €6 million ($6 million) was paid on June 28, 2023.

​

15.   Related party transactions

(i)	Pension scheme – the pension schemes are related parties. For details for all significant transactions during the year, see note 11.
(ii)	Services Agreement between the Company and AGSA. A net charge of $10 million and $19 million has been included in SG&A expenses for the three and six months ended June 30, 2023, respectively (2022: $9 million and $19 million).
---	---
(iii)	Earnout Shares – see note 12.
---	---

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(iv)	Movement in working capital in the three and six months ended June 30, 2023 includes transaction and other costs reimbursed of $nil and $2 million to AGSA (2022: reimbursed to AGSA of $1 million and $12 million reimbursed from AGSA).
(v)	Dividends – see note 14.
---	---
(vi)	In the six months ended June 30, 2023, transactions with Trivium Packaging B.V., an associate of AMPSA, were immaterial.
---	---
​	​	​
---	---	---

​

​	​	​

There were no other significant related party transactions in the three and six months ended June 30, 2023.

​

​

​

​

​

16. Other reserves

​

​	​	​	​	​	​	​	​	​
​	​	Foreign currency translation reserve	​	Cash flow hedge reserve	​	Other reserves	​	Total other reserves
​	​	$'m	​	$'m	​	$'m	​	$'m
At January 1, 2022	​	(28)	​	82	​	(5,647)	​	(5,593)
Total other comprehensive income for the period	​	2	​	47	​	—	​	49
Hedging gains transferred to cost of inventory	​	—	​	(72)	​	—	​	(72)
At June 30, 2022	​	(26)	​	57	​	(5,647)	​	(5,616)
​	​	​	​	​	​	​	​	​
At January 1, 2023	​	(18)	​	8	​	(5,647)	​	(5,657)
Total other comprehensive expense for the period	​	7	​	(42)	​	—	​	(35)
Hedging losses transferred to cost of inventory	​	—	​	6	​	—	​	6
NOMOQ acquisition (note 8)	​	—	​	—	​	(6)	​	(6)
At June 30, 2023	​	(11)	​	(28)	​	(5,653)	​	(5,692)

​

​	​	​	​	​	​	​	​	​

​

​

17.   Contingencies

Environmental issues

The Group is regulated under various national and local environmental, occupational health and safety and other governmental laws and regulations relating to:

●	the operation of installations for manufacturing of metal packaging and surface treatment using solvents;
●	the generation, storage, handling, use and transportation of hazardous materials;
---	---
●	the emission of substances and physical agents into the environment;
---	---
●	the discharge of waste water and disposal of waste;
---	---
●	the remediation of contamination;
---	---
●	the design, characteristics, collection and recycling of its packaging products; and
---	---
●	the manufacturing and servicing of machinery and equipment for the metal packaging industry.
---	---

The Group 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 existing or

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anticipated future environmental laws and regulations, to expend amounts, over and above the amounts 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 Group arising under environmental laws are pending. Finally, the Group believes that the potential impact of climate change on the Group has not resulted in a contingent obligation at June 30, 2023.

Legal matters

The Group is involved in certain legal proceedings arising in the normal course of its business. The Group believes that none of these proceedings, either individually or in aggregate, are expected to have a material adverse effect on its business, financial condition, results of operations or cash flows.

Other matters

On March 28, 2023, the Brazilian beverages company, Grupo Petrópolis, which is a customer of AMPSA, filed for a court-supervised reorganization. The Group has assessed the impact of the Grupo Petrópolis filing and concluded that there is no impact on the statement of financial position for the six months ended June 30, 2023.

18.   Seasonality of operations

The Group’s revenue and cash flows are both subject to seasonal fluctuations, with the Group generally building inventories in anticipation of these seasonal demands resulting in working capital requirements typically being the greatest at the end of the first quarter of the year.

The demand for our metal beverage products is strongest during spells of warm weather and therefore demand typically peaks during the summer months, as well as in the period leading up to holidays in December.

The Group manages the seasonality of working capital principally by supplementing operating cash flows with drawings under our Global Asset Based Loan Facility.

19.   Events after the reporting period

On July 25, 2023, the Board approved an interim cash dividend of $0.10 per ordinary share. The interim cash dividend will be paid on September 28, 2023 to shareholders of record on September 14, 2023.

On July 25, 2023, the Board approved an interim cash dividend on the annual 9% dividend of the preferred shares. The interim cash dividend will be paid on September 28, 2023 to shareholders of record on September 14, 2023.

​

​

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

The following discussion should be read together with, and is qualified in its entirety by, reference to the Unaudited Consolidated Interim Financial Statements for the three and six months ended June 30, 2023, including the related notes thereto. As used in this section, the “Group” refers to Ardagh Metal Packaging S.A. and its subsidiaries.

Some of the measures used in this report are not measurements of financial performance under IFRS and should not be considered an alternative to cash flow from operating activities as a measure of liquidity or an alternative to operating profit or (loss)/profit for the period as indicators of our operating performance or any other measures of performance derived in accordance with IFRS.

Business drivers

​

The main factors affecting the results of the Group’s operations are: (i) global economic trends and end-consumer demand for our products and production capacity of our production facilities; (ii) prices of raw materials and energy used in our business, primarily aluminum, steel, and coatings, 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 renegotiation in the case of short-term contracts; (iii) investment in capacity expansion and operating cost reductions; (iv) acquisitions; and (v) foreign exchange rate fluctuations and currency translation risks arising from various currency exposures, primarily with respect to the euro, U.S. dollar, British pound, Polish zloty and Brazilian real.

AMP

​

AMP generates its revenue from supplying metal can packaging to the beverage end-use category. Revenue is primarily dependent on sales volumes and sales prices.

Sales volumes are influenced by a number of factors, including factors driving customer demand, seasonality and the capacity of our metal beverage packaging plants. Demand for our metal beverage cans may be influenced by trends in the consumption of beverages, industry trends in packaging, including customer marketing and pricing conditions, and the impact of environmental regulations and shifts in consumer sentiment towards a greater awareness of sustainability. The demand for our beverage products is strongest during spells of warm weather and therefore demand typically, based on historical trends, peaks during the summer months, as well as in the period leading up to the holidays in December. Accordingly, we generally build inventories in the first and fourth quarter in anticipation of the seasonal demands in our beverage business.

Our Adjusted EBITDA is based on revenue derived from selling our metal beverage cans and is affected by a number of factors, primarily cost of sales. The elements of our cost of sales include (i) variable costs, such as, raw materials (including the cost of aluminum), packaging materials, decoration and freight and other distribution costs; and (ii) fixed costs, such as labor and other plant-related costs including depreciation and maintenance. In addition sales, marketing and administrative costs also impact Adjusted EBITDA. Our variable costs have typically constituted approximately 75% and fixed costs approximately 25% of the total cost of sales for our business.

​

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Results of operations

Three months ended June 30, 2023 compared with three months ended June 30, 2022:

​	​	​	​
​	​	Unaudited
​	​	(in  millions)
​	​	Three months ended June 30,
​	​	2023	2022
Revenue	****	1,255	1,303
Cost of sales		(1,146)	(1,139)
Gross profit	****	109	164
Sales, general and administration expenses		(63)	(57)
Intangible amortization		(35)	(35)
Operating profit	****	11	72
Net finance (expense)/income		(23)	40
(Loss)/profit before tax	****	(12)	112
Income tax credit/(charge)		2	(12)
(Loss)/profit for the period	****	(10)	100

All values are in US Dollars.

​

​	​	​	​	​

Revenue

Revenue in the three months ended June 30, 2023 decreased by $48 million, or 4%, to $1,255 million, compared with $1,303 million in the three months ended June 30, 2022. The decrease in revenue is primarily driven by the pass through to customers of lower input costs and unfavorable volume/mix effects (lower ends volume).

Cost of sales

Cost of sales in the three months ended June 30, 2023 increased by $7 million, or 1%, to $1,146 million, compared with $1,139 million in the three months ended June 30, 2022. Pre-exceptional cost of sales decreased by $14 million, or 1% from the prior period. The decrease in pre-exceptional cost of sales is principally due to decreased revenue as noted above and lower input costs. Further analysis of the movements in exceptional items is set out in the “Supplemental Management’s Discussion and Analysis” section.

Gross profit

​

Gross profit in the three months ended June 30, 2023 decreased by $55 million, or 34%, to $109 million, compared with $164 million in the three months ended June 30, 2022. Gross profit percentage in the three months ended June 30, 2023 decreased by 390 basis points to 8.7%, compared with 12.6% in the three months ended June 30, 2022. Excluding exceptional cost of sales, gross profit percentage in the three months ended June 30, 2023 decreased by 220 basis points to 11.6% compared with 13.8% in the three months ended June 30, 2022, as a result of the items outlined above in revenue and cost of sales. Further analysis of the movements in exceptional items is set out in the “Supplemental Management’s Discussion and Analysis” section.

Sales, general and administration expenses

Sales, general and administration expenses in the three months ended June 30, 2023 increased by $6 million, or 11%, to $63 million, compared with $57 million in the three months ended June 30, 2022. The increase in sales, general and administration expenses was primarily due to higher external consulting costs and salary accruals. Excluding exceptional items, sales, general and administration expenses increased by $7 million. Exceptional sales, general and administration expenses decreased by $1 million, due to lower transaction-related and other costs.

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Intangible amortization

Intangible amortization in the three months ended June 30, 2023 of $35 million is consistent with the three months ended June 30, 2022.

Operating profit

Operating profit in the three months ended June 30, 2023 decreased by $61 million, or 85% to $11 million, compared with an operating profit of $72 million in the three months ended June 30, 2022, due to lower gross profit and higher sales, general and administration expenses as outlined above.

Net finance (expense)/income

​

Net finance expense in the three months ended June 30, 2023 increased by $63 million to $23 million compared with $40 million net finance income in the three months ended June 30, 2022. Net finance expense/(income) in the three months ended June 30, 2023 and 2022 comprised the following:

​	​	​	​
​	​	Unaudited
​	​	(in  millions)
​	​	Three months ended June 30,
​	​	2023	2022
Interest expense		33	25
Net pension interest costs		1	1
Gains on derivative financial instruments	​	(1)	—
Foreign currency translation losses	​	2	3
Other net finance expense	​	14	5
Net finance expense before exceptional items	​	49	34
Exceptional finance income	****	(26)	(74)
Net finance expense/(income)	​	23	(40)

All values are in US Dollars.

​

​	​	​	​	​

Interest expense in the three months ended June 30, 2023, increased by $8 million to $33 million, compared with $25 million in the three months ended June 30, 2022. The increase primarily relates to interest expense on the 6.000% Senior Secured Green Notes due 2027 that were issued on June 8, 2022.

​

Gains on derivative financial instruments in the three months ended June 30, 2023 amounted to $1 million, compared with $nil in the same period in 2022. The gain is related to the Group’s cross currency interest rate swaps (“CCIRS”).

​

Foreign currency translation losses in the three months ended June 30, 2023 decreased by $1 million, to $2 million, compared with $3 million in the three months ended June 30, 2022, driven by foreign exchange rate fluctuations, primarily the U.S. dollar.

Exceptional finance income in the three months ended June 30, 2023 of $26 million primarily includes gains of $25 million and $2 million on movements in the fair market values and foreign currency, on the Earnout Shares and Warrants, respectively. Exceptional finance income for the three months ended June 30, 2022 of $74 million includes a net $90 million gain and a net $16 million loss on movements in the fair market values and foreign currency, on the Earnout Shares and Warrants, respectively.

​

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Income tax credit/(charge)

Income tax credit in the three months ended June 30, 2023 of $2 million, is a movement of $14 million from an income tax charge of $12 million in the three months ended June 30, 2022. The movement of $14 million in the income tax charge is primarily due to a $16 million decrease in income tax charge on profit before exceptional items, attributable to the decrease in profit before exceptional items in the three months ended June 30, 2023, partially offset by a $2 million decrease in exceptional tax credits in the three months ended June 30, 2023.

The effective income tax rate (“ETR”) on profit before exceptional items for the three months ended June 30, 2023 was 0%, compared with a tax rate of 28% for the three months ended June 30, 2022. The decrease in ETR primarily relates to the decrease in profit before exceptional items, resulting in a profit before exceptional items of $2 million and $nil income tax charge in the three months ended June 30, 2023.

(Loss)/profit for the period

As a result of the items described above, the Group recognized a loss of $10 million for the three months ended June 30, 2023, compared with a profit of $100 million in the three months ended June 30, 2022.

Six months ended June 30, 2023 compared with six months ended June 30, 2022:

​	​	​	​
​	​	Unaudited
​	​	(in  millions)
​	​	Six months ended June 30,
​	​	2023	2022
Revenue	****	2,386	2,440
Cost of sales		(2,164)	(2,139)
Gross profit	****	222	301
Sales, general and administration expenses		(128)	(117)
Intangible amortization		(70)	(71)
Operating profit	****	24	113
Net finance (expense)/income		(46)	63
(Loss)/profit before tax	****	(22)	176
Income tax credit/(charge)		11	(19)
(Loss)/profit for the period	****	(11)	157

All values are in US Dollars.

​

Revenue

Revenue in the six months ended June 30, 2023 decreased by $54 million, or 2%, to $2,386 million, compared with $2,440 million in the six months ended June 30, 2022. The decrease in revenue is primarily driven by the pass through to customers of lower input costs and unfavorable foreign currency translation effects of $29 million, partly offset by favorable volume/mix effects.

​

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Cost of sales

Cost of sales in the six months ended June 30, 2023 increased by $25 million, or 1%, to $2,164 million, compared with $2,139 million in the six months ended June 30, 2022. The increase in cost of sales is principally due to higher exceptional cost of sales. Further analysis of the movements in exceptional items is set out in the “Supplemental Management’s Discussion and Analysis” section.

Gross profit

​

Gross profit in the six months ended June 30, 2023 decreased by $79 million, or 26%, to $222 million, compared with $301 million in the six months ended June 30, 2022. Gross profit percentage in the six months ended June 30, 2023 decreased by 300 basis points to 9.3%, compared with 12.3% in the six months ended June 30, 2022. Excluding exceptional cost of sales, gross profit percentage in the six months ended June 30, 2023 decreased by 230 basis points to 11.3% compared with 13.6% in the six months ended June 30, 2022, as a result of the items outlined above in revenue and  cost of sales. Further analysis of the movements in exceptional items is set out in the “Supplemental Management’s Discussion and Analysis” section.

Sales, general and administration expenses

Sales, general and administration expenses in the six months ended June 30, 2023 increased by $11 million, or 9%, to $128 million, compared with $117 million in the six months ended June 30, 2022. Excluding exceptional items, sales, general and administration expenses increased by $7 million, or 6% to $116 million, compared with $109 million in the six months ended June 30, 2022. This increase in pre-exceptional sales, general and administration expenses was due to higher external consulting costs and salary accruals. Exceptional sales, general and administration expenses increased by $4 million, primarily due to a legal settlement in the current year of $6 million.

Intangible amortization

Intangible amortization in the six months ended June 30, 2023 decreased by $1 million, or 1%, to $70 million, compared with $71 million in the six months ended June 30, 2022, primarily due to foreign exchange effects.

Operating profit

Operating profit in the six months ended June 30, 2023 decreased by $89 million, or 79%, to $24 million, compared with an operating profit of $113 million in the six months ended June 30, 2022, primarily due to lower gross profit and higher sales, general and administration expenses as outlined above.

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Net finance expense(/income)

​

Net finance expense in the six months ended June 30, 2023 increased by $109 million to $46 million compared with $63 million net finance income in the six months ended June 30, 2022. Net finance expense/(income) in the six months ended June 30, 2023 and 2022 comprised the following:

​	​	​	​
​	​	Unaudited
​	​	(in  millions)
​	​	Six months ended June 30,
​	​	2023	2022
Interest expense		66	48
Net pension interest costs		2	2
Losses on derivative financial instruments	​	3	–
Foreign currency translation losses	​	4	4
Other net finance expense	​	24	8
Net finance expense before exceptional items	​	99	62
Exceptional finance income	​	(53)	(125)
Net finance expense/(income)	****	46	(63)

All values are in US Dollars.

​

Interest expense in the six months ended June 30, 2023, increased by $18 million to $66 million, compared with $48 million in the six months ended June 30, 2022. The increase primarily relates to interest expense on the 6.000% Senior Secured Green Notes due 2027 that were issued on June 8, 2022.

​

Losses on derivative financial instruments in the six months ended June 30, 2023 amounted to $3 million compared with $nil in the same period in 2022. The loss is related to the Group’s CCIRS.

​

Foreign currency translation losses in the six months ended June 30, 2023 were $4 million in the six months ended June 30, 2022 which is in line with the prior period.

Exceptional finance income in the six months ended June 30, 2023 of $53 million primarily includes gains of $49 million gain and $5 million on movements in the fair market values and foreign currency, on the Earnout Shares and Warrants, respectively. Exceptional finance income for the six months ended June 30, 2022 of $125 million includes a net $146 million gain and a net $21 million loss on movements in the fair market values and foreign currency, on the Earnout Shares and Warrants, respectively.

​

Income tax credit/(charge)

Income tax credit in the six months ended June 30, 2023 of $11 million, is a movement of $30 million from an income tax charge of $19 million in six months ended June 30, 2022. The movement of $30 million in the income tax charge is due to a $30 million decrease in income tax charge on profit before exceptional items, primarily attributable to the decrease in profit before exceptional items in the six months ended June 30, 2023.

The ETR on loss before exceptional items for the six months ended June 30, 2023 was 31%, compared with a tax rate of 28% on profit before exceptional items for the six months ended June 30, 2022. The increase in ETR primarily relates to changes in profitability mix in the six months ended June 30, 2023.

(Loss)/profit for the period

As a result of the items described above, the Group recognized a loss of $11 million for the six months ended June 30, 2023, compared with a profit of $157 million in the six months ended June 30, 2022.

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Supplemental Management’s Discussion and Analysis

Key operating measures

Adjusted EBITDA consists of (loss)/profit for the period before income tax credit/(charge), net finance expense/(income), depreciation and amortization and exceptional operating items. We use Adjusted EBITDA to evaluate and assess our segment performance. Adjusted EBITDA is presented because we believe that it is frequently used by securities analysts, investors and other interested parties in evaluating companies in the packaging industry. However, other companies may calculate Adjusted EBITDA in a manner different from ours. Adjusted EBITDA is not a measure of financial performance under IFRS and should not be considered an alternative to (loss)/profit as indicators of operating performance or any other measures of performance derived in accordance with IFRS.

For a reconciliation of the (loss)/profit for the period to Adjusted EBITDA see Note 4 – Segment analysis of the Unaudited Consolidated Interim Financial Statements for the three and six months ended June 30, 2023.

Adjusted EBITDA in the three months ended June 30, 2023 decreased by $30 million, or 17%, to $151 million, compared with $181 million in the three months ended June 30, 2022. Adjusted EBITDA decreased by $30 million principally due to higher operating and input costs, partly offset by favorable volume/mix effects.

Adjusted EBITDA in the six months ended June 30, 2023 decreased by $45 million, or 14%, to $281 million, compared with $326 million in the six months ended June 30, 2022. Excluding unfavorable foreign currency translation effects of $3 million, Adjusted EBITDA decreased by $42 million principally due to higher operating costs and unfavorable volume/mix effects (impact of IFRS 15 contract asset).

Exceptional items

The following table provides detail on exceptional items included in cost of sales and sales, general and administration expenses, finance income and income tax credits:

​

​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30,			​	Six months ended June 30,
​	****	2023	****	2022	****	2023	****	2022
​	​	$'m	​	$'m	​	$'m	​	$'m
Start-up related and other costs		11	​	16	​	21	​	30
Impairment - property, plant and equipment	​	11	​	–	​	11	​	–
Restructuring costs	​	15	​	–	​	15	​	–
Exceptional items – cost of sales	****	37	​	16	​	47	​	30
Transaction-related and other costs		3	​	4	​	12	​	8
Exceptional items – SG&A expenses	****	3	​	4	​	12	​	8
Exceptional finance income	​	(26)	​	(74)	​	(53)	​	(125)
Exceptional items – finance income	​	(26)	​	(74)	​	(53)	​	(125)
Exceptional income tax credit	​	(2)	​	(4)	​	(6)	​	(6)
Total exceptional items, net of tax	​	12	​	(58)	​	–	​	(93)

​

​

ss	​	​	​	​	​	​	​	​

Exceptional items of $6 million, before tax, have been recognized in the six months ended June 30, 2023, primarily comprising:

●	$21 million start-up related and other costs in the Americas ($14 million) and Europe ($7 million), primarily relating to the Group’s investment programs.

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●	$11 million and $15 million relating to the impairment of property, plant and equipment and restructuring costs respectively, in Europe following the decision to close the remaining steel lines in the Weissenthurm production facility in Germany, completing the conversion to an aluminum only facility.
●	$12 million transaction-related and other costs, comprised of a $6 million legal settlement in respect of a contract manufacturing agreement arising from Ardagh Group S.A.’s acquisition of the beverage can business and $6 million of professional advisory fees and other costs primarily in relation to transformation initiatives.
---	---
●	$53 million net exceptional finance income primarily relates to a gain on movements in the fair market values on the Earnout Shares, Public Warrants and Private Warrants.
---	---
●	Tax credits of $6 million have been incurred relating to the above exceptional items.
---	---

​

Exceptional items of $87 million, before tax, have been recognized in the six months ended June 30, 2022 primarily comprising:

●	$30 million start-up related and other costs in Europe ($16 million) and the Americas ($14 million), primarily relating to the Group’s investment programs.
●	$8 million transaction-related and other costs, primarily relates to professional advisory fees in relation to costs related to transformation initiatives.
---	---
●	$125 million net exceptional finance income relates to a gain on movements in the fair market values of $146 million on the Earnout Shares and Public and Private Warrants, partly offset by a foreign currency loss of $21 million thereon.
---	---
●	Tax credits of $6 million have been incurred relating to the above exceptional items.
---	---

​

Segment information

​

Three months ended June 30, 2023 compared with three months ended June 30, 2022

Segment results for the three months ended June 30, 2023 and 2022 are:

​	​	​	​	​	​	​	​
​	​	(in  millions)
​	​	Revenue		​	Adjusted EBITDA
​		2023	2022	****	2023	****	2022
Europe		555	533	​	64	​	61
Americas		700	770	​	87	​	120
Group	​	1,255	1,303	​	151	​	181

All values are in US Dollars.

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​	​	​	​	​	​	​	​	​

Revenue

Europe. Revenue increased by $22 million, or 4%, to $555 million in the three months ended June 30, 2023, compared with $533 million in the three months ended June 30, 2022. The increase in revenue was principally due to the pass through of higher input costs and favorable volume/mix effects.

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Americas. Revenue decreased by $70 million, or 9%, to $700 million in the three months ended June 30, 2023, compared with $770 million in the three months ended June 30, 2022. The decrease in revenue principally reflected the pass through of lower input costs and unfavorable volume/mix impacts (lower ends volume).

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Adjusted EBITDA

Europe. Adjusted EBITDA increased by $3 million, or 5%, to $64 million in the three months ended June 30, 2023, compared with $61 million in the three months ended June 30, 2022. The increase in Adjusted EBITDA was principally due to favorable volume/mix effects, partly offset by input cost headwinds and higher operating costs.

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Americas. Adjusted EBITDA decreased by $33 million, or 28%, to $87 million in the three months ended June 30, 2023, compared with $120 million in the three months ended June 30, 2022. The decrease was primarily driven by higher operating costs, input cost headwinds and unfavorable volume/mix effects (lower ends volume).

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Six months ended June 30, 2023 compared with six months ended June 30, 2022

Segment results for the six months ended June 30, 2023 and 2022 are:

​	​	​	​	​	​	​	​
​	​	(in  millions)
​	​	Revenue		​	Adjusted EBITDA
​		2023	2022	****	2023	****	2022
Europe		1,041	1,032	​	113	​	117
Americas		1,345	1,408	​	168	​	209
Group	​	2,386	2,440	​	281	​	326

All values are in US Dollars.

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Revenue

Europe. Revenue increased by $9 million, or 1%, to $1,041 million in the six months ended June 30, 2023, compared with $1,032 million in the six months ended June 30, 2022. Excluding unfavorable foreign currency translation effects of $29 million, revenue increased by $38 million, principally due to the pass through of higher input costs, partly offset by unfavorable volume/mix effects (impact of IFRS 15 contract asset).

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Americas. Revenue decreased by $63 million, or 4%, to $1,345 million in the six months ended June 30, 2023, compared with $1,408 million in the six months ended June 30, 2022. The decrease in revenue principally reflected the pass through of lower input costs, partly offset by favorable volume/mix effects.

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Adjusted EBITDA

Europe. Adjusted EBITDA decreased by $4 million, or 3%, to $113 million in the six months ended June 30, 2023, compared with $117 million in the six months ended June 30, 2022. Excluding unfavorable foreign currency translation effects of $3 million, the decrease in Adjusted EBITDA was principally due to higher operating costs and unfavorable volume/mix effects (impact of IFRS 15 contract asset), partly offset by input cost recovery.

Americas. Adjusted EBITDA decreased by $41 million, or 20%, to $168 million in the six months ended June 30, 2023, compared with $209 million in the six months ended June 30, 2022. The decrease was primarily driven by higher operating costs, input cost headwinds and unfavorable volume/mix effects (impact of IFRS 15 contract asset).

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Liquidity and capital resources

Cash requirements related to operations

Our principal sources of cash are cash generated from operations and external financings, including borrowings and other credit facilities.

The following table outlines our principal financing arrangements at June 30, 2023:

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	​	Maximum	****	Final	****	​	****	​	****	​	****	​
​	​	​	amount	​	maturity	​	Facility	​	​	​	​	​	Available
Facility	​	Currency	drawable	​	date	​	type	​	Amount drawn			​	liquidity
​	​	​	Local	​	​	​	​	​	Local	****	​	​	​
​	​	​	currency	​	​	​	​	​	currency	​	$'m	​	$'m
​	​	​	m	​	​	​	​	​	m	​	​	​	****
2.000% Senior Secured Green Notes			450		01-Sep-28		Bullet		450	​	489	​	—
3.250% Senior Secured Green Notes	​		600	​	01-Sep-28	​	Bullet	​	600	​	600	​	—
6.000% Senior Secured Green Notes	​		600	​	15-Jun-27	​	Bullet	​	600	​	600	​	—
3.000% Senior Green Notes	​		500	​	01-Sep-29	​	Bullet	​	500	​	543	​	—
4.000% Senior Green Notes	​		1,050	​	01-Sep-29	​	Bullet	​	1,050	​	1,050	​	—
Global Asset Based Loan Facility	​		407	​	06-Aug-26	​	Revolving	​	—	​	70	​	337
Lease obligations		Various	—		—		Amortizing		—	​	392	​	—
Other borrowings		Various	—		Rolling		Amortizing		—	​	40	​	—
Total borrowings	****			****	****	****	****	****	​	​	3,784	****	337
Deferred debt issue costs	****		****	****	****	****	****	****	****	​	(33)	​	—
Net borrowings	****		****	****	****	****	****	****	****	****	3,751	​	337
Cash, cash equivalents and restricted cash	****		****	****	****	****	****	****	****		(182)		182
Derivative financial instruments used to hedge foreign currency and interest rate risk						****	****	****	****	****	12	​	—
Net debt / available liquidity	​	​	​	​	​	​	​	​	​	​	3,581	​	519

All values are in Euros.

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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

The following table outlines the minimum repayments the Group is obliged to make in the twelve months ending June 30, 2024.

​	​	​	​	​	​	​	​	​	​	​
​	****	​	****	Maximum	****	​	****	​	****	Minimum net
​	​	​	​	Amount	​	​	​	​	​	repayment for
​	​	​	​	Drawable	​	Final	​	​	​	the twelve
​	​	​	​	Local	​	Maturity	​	Facility	​	months ending
Facility	****	Currency	****	Currency	****	Date	****	Type	****	June 30, 2024
​	​	​	​	(in millions)	​	​	​	​	​	(in $ millions)
Global Asset Based Loan Facility	​	USD	​	407	​	06-Aug-26	​	Revolving	​	70
Lease obligations		Various		—		—		Amortizing		65
Other borrowings		Various		—		Rolling		Amortizing		5
Minimum net repayment										140

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​	​	​	​	​	​	​	​	​	​	​

The Group generates substantial cash flow from its operations and had $182 million in cash, cash equivalents and restricted cash at June 30, 2023.

We believe that our cash balances and future cash flow from operating activities, as well as our credit facilities, will provide sufficient liquidity to fund our maintenance capital expenditure, interest payments on our notes and other credit facilities and dividend payments for at least the next twelve months. In addition, we believe that we will be able to

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fund certain additional investments through a combination of cash flow generated from operations and, where appropriate, to raise additional financing.

Cash flows

The following table sets forth a summary of our cash flow for the six months ended June 30, 2023 and 2022:

​	​	​	​
​	​	Unaudited
​	​	(in  millions)
​	​	Six months ended June 30,
​	****	2023	2022
Operating profit	****	24	113
Depreciation and amortization		198	175
Exceptional operating items		59	38
Movement in working capital ^(1)^		(175)	(395)
Exceptional costs paid, including restructuring		(32)	(34)
Cash flows from/(used in) operations	****	74	(103)
Net interest paid ^(2)^		(82)	(51)
Settlement of foreign currency derivative financial instruments ^(2)^	​	(11)	30
Income tax paid		(15)	(15)
Cash flows used in operating activities	​	(34)	(139)
​	​	​	​
Capital expenditure ^(3)^	​	(222)	(286)
Net cash used in investing activities	​	(222)	(286)
​	​	​	​
Proceeds from borrowings	​	70	700
Repayment of borrowings	​	(12)	(109)
Deferred debt issue costs paid		(2)	(6)
Lease payments	​	(38)	(26)
Dividends paid	​	(131)	(121)
Treasury shares purchased	​	–	(3)
Other financing activities	​	–	(1)
Net cash (outflow)/inflow from financing activities	****	(113)	434
​	​	​	​
Net (decrease)/increase in cash, cash equivalents and restricted cash		(369)	9
​		​	​
Cash, cash equivalents and restricted cash at beginning of period	****	555	463
Foreign exchange losses on cash, cash equivalents and restricted cash	​	(4)	(36)
Cash, cash equivalents and restricted cash at end of period	​	182	436

All values are in US Dollars.

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​	​	​	​	​

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(1)	Working capital comprises inventories, trade and other receivables, contract assets, trade and other payables, contract liabilities and current provisions.
(2)	Prior year amounts which had been included in Interest paid previously have been reclassified to conform to the current year presentation.
---	---
(3)	Capital expenditure is the sum of purchase of property, plant, and equipment, and software and other intangibles, net of proceeds from disposal of property, plant and equipment. Capital expenditure for the six months ended June 30, 2023 includes $160 million (2022: $237 million) related to the Group’s growth investment program.
---	---

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Cash flows used in operating activities

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Cash flows used in operating activities decreased by $105 million to $34 million in the six months ended June 30, 2023, from $139 million in the same period in 2022. The decrease was mainly due to a decrease in operating profit of $89 million, an increase in depreciation and amortization of $23 million, an increase in exceptional operating items of $21 million, a decrease in working capital outflows of $220 million, a decrease in exceptional costs paid, including restructuring of $2 million, higher interest payments of $31 million, and higher outflows from settlements of foreign currency derivative financial instruments of $41 million.

Cash flows used in investing activities

Cash flows used in investing activities decreased by $64 million to $222 million in the six months ended June 30, 2023, compared with $286 million in the same period in 2022 that was mainly driven by the effect of timing on projects relating to the Group’s growth investment program, partly offset by higher maintenance capital expenditure.

Net cash (outflow)/inflow from financing activities

Net cash from financing activities represents an outflow of $113 million in the six months ended June 30, 2023 compared with an $434 million inflow in the same period in 2022.

Proceeds from borrowings of $70 million reflects the draw down of the Group’s Global Asset Based Loan Facility during the six months ended June 30, 2023.

Repayment of borrowings of $12 million reflects the repayment of $12 million of other borrowings during the six months ended June 30, 2023.

Lease payments of $38 million in the six months ended June 30, 2023, increased by $12 million compared to $26 million in the six months ended June 30, 2022, reflecting increased principal repayments on the Group’s lease obligations.

In the six months ended June 30, 2023, the Company paid cash dividends to shareholders of $131 million (2022: $121 million). On February 21, 2023, the Board approved an interim cash dividend of $0.10 per ordinary share. The interim cash dividend of $60 million was paid on March 28, 2023 to shareholders of record on March 14, 2023. On February 21, 2023, the Board approved an interim cash dividend on the annual 9% dividend of the preferred shares. The interim cash dividend of €6 million ($6 million) was paid on March 28, 2023. On April 25, 2023, the Board approved an interim cash dividend of $0.10 per ordinary share. The interim cash dividend of $59 million was paid on June 28, 2023 to shareholders of record on June 14, 2023. On April 25, 2023, the Board approved an interim cash dividend on the annual 9% dividend of the preferred shares. The interim cash dividend of €6 million ($6 million) was paid on June 28, 2023

Working capital

In the six months ended June 30, 2023, the working capital outflow during the period decreased by $220 million to $175 million, from an outflow of $395 million for the six months ended June 30, 2022. The decrease is mainly due to lower ouflows in trade receivables and inventories, partly offset by higher outflows of trade payables, compared with the same period in 2022.

Exceptional costs paid, including restructuring

Exceptional costs paid, including restructuring, in the six months ended June 30, 2023 decreased by $2 million to $32 million, compared with $34 million in the six months ended June 30, 2022. In the six months ended June 30, 2023, amounts paid of $32 million comprised $22 million of start-up costs mainly relating to the Group’s growth investment program, $8 milion of transaction related costs and $2 million of other costs.

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Income tax paid

Income tax paid during the six months ended June 30, 2023 of $15 million is consistent with the six months ended June 30, 2022.

Capital expenditure

​	​	​	​
​	​	(in  millions)
​	​	Six months ended June 30,
​	****	2023	2022
Europe		113	93
Americas		109	193
Net capital expenditure	​	222	286

All values are in US Dollars.

​

​	​	​	​	​

Capital expenditure for the six months ended June 30, 2023 decreased by $64 million to $222 million, compared with $286 million for the six months ended June 30, 2022. The decrease was mainly driven by the effect of timing on projects relating to the Group’s growth investment program, partly offset by higher maintenance capital expenditure. Capital expenditure for the six months ended June 30, 2023 includes $160 million related to the growth investment program.

In Europe, capital expenditure in the six months ended June 30, 2023 was $113 million compared with $93 million in the same period in 2022, with the increase primarily attributable to the Group’s growth investment program. In Americas capital expenditure in the six months ended June 30, 2023 was $109 million, compared with $193 million in the same period in 2022, with the decrease primarily attributable to the timing of project cash flows in relation to the Group’s growth investment program, partly offset by higher maintenance capital expenditure.

Receivables Factoring and Related Programs

​

The Group participates in several uncommitted accounts receivable factoring and related programs with various financial institutions for certain receivables. Such programs are accounted for as true sales of receivables, as they are either without recourse to the Group or transfer substantially all the risk and rewards to the financial institutions. Receivables of $591 million were sold under these programs at June 30, 2023 (December 31, 2022: $530 million).

Trade Payables Processing

Certain of our suppliers have access to independent third-party payable processors. The processors allow suppliers, if they choose, to sell their receivables to financial institutions at the sole discretion of both the supplier and the financial institution. We have no involvement in the sale of these receivables and our suppliers are at liberty to use these arrangements if they wish to receive early payment. As the original liability to our suppliers, including amounts due and scheduled payment dates, remains as agreed in our supply agreements and is neither legally extinguished nor substantially modified, the Group continues to present such obligations within trade payables.

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Cautionary Statement Regarding Forward-Looking Statements

This document may contain estimates and “forward-looking” statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements are not historical facts and are inherently subject to known and unknown risks and uncertainties, many of which may be beyond our control. Forward-looking statements are not a guarantee of future performance and actual results or developments may differ materially from expectations. The words “believe,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” and the negatives of these words and other similar expressions generally identify forward-looking statements. Any forward-looking statements in this document are based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions, expected future developments, and other factors we believe are appropriate in the circumstances. It is possible that actual events could differ materially from those made in or suggested by the forward-looking statements in this document from our current expectations and projections about future events at the time due to a variety of factors including, but not limited to, the following:

changes in the political, credit, financial and/or economic environment in which we operate, which could have a material adverse effect on our business, such as reducing demand for our products; competition from other metal packaging producers and alternative forms of packaging; increases in metal beverage cans manufacturing capacity without corresponding increases in demand; concentration of our customers and further consolidation of our existing customer base; changes in our customers’ strategic choices, such as whether to prioritize price or volume requirements; varied seasonal demands for our products and unseasonable weather conditions; availability and any increase in the costs of raw materials, including as a result of changes in tariffs and duties and our inability to fully pass-through input costs; stability of energy supply and increase in energy prices, including in Europe as a result of the ongoing Russia-Ukraine war; reliance on our suppliers and their ability to make timely deliveries due to factors such as supply chain disruption; currency, interest rate and commodity price fluctuations; interruption in the operations of our production facilities; future acquisitions, including with respect to successful integration; a significant write down of goodwill; data protection, data breaches, cyber attacks on our information technology systems and network disruptions, including the costs and reputational harm associated with such events; impact of climate change, both physical and transitional; environmental, health and safety concerns, as well as legal, regulatory or other measures to address such concerns and associated costs to us; legislation and regulation, including costs of compliance and changes to laws and regulations governing our business; workplace injury and illness claims at our production facilities; litigation, arbitration and other proceedings; changes in consumer lifestyle, nutritional preferences, health-related concerns and consumer taxation; costs and future funding obligations associated with post-retirement benefits provided to our employees; organized strikes or work stoppages by our unionized employees; failure of our control measures and systems that result in faulty or contaminated products; non-existent, insufficient or prohibitively expensive insurance coverage; dependence on our executive and senior management, and personnel and other risks and uncertainties described in the risk factors described in our Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) and any other public filings made by the us with the SEC.

Any forward-looking statements in this document are based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions, expected future developments, and other factors we believe are appropriate in the circumstances. Forward-looking statements are not a guarantee of future performance and actual results or developments may differ materially from expectations. In addition, new risk factors and uncertainties emerge from time to time, and it is not possible for us to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual events to differ materially from those contained in any forward-looking statements. Therefore, you are cautioned not to place undue reliance on these forward-looking statements. While we continually review trends and uncertainties affecting our results of operations and financial condition, we do not assume any obligation to update or supplement any particular forward-looking statements contained in this document.

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This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014. The person responsible for the release of this information on behalf of Ardagh Metal Packaging Finance plc and Ardagh Metal Packaging Finance USA LLC is Stephen Lyons, Investor Relations Director.

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