AI English summary of an SEC filing — figures as filed
Smurfit Westrock SWThe company said its articles of association (Constitution) were amended on June 26, 2024, following approval by its Board and its sole shareholder, Matsack Nominees Limited. Before the amendment, its authorized share capital was €1.00 divided into 25,000 ordinary shares of €25,000 each.
Key points
AI summaryThe company said its articles of association (Constitution) were amended on June 26, 2024, following approval by its Board and its sole shareholder, Matsack Nominees Limited. Before the amendment, its authorized share capital was €1.00 divided into 25,000 ordinary shares of €25,000 each.
The company said the amendment sets its authorized share capital at US$10,000,000 and €50,000, divided into 9,500,000,000 ordinary shares of US$0.001 each, 500,000,000 preference shares of US$0.001 each, 25,000 ordinary shares of €1.00 each and 25,000 deferred shares of €1.00 each.
The company said its Board created a new class of 8% non-cumulative, non-voting Series A preference shares with a par value of $0.001 each. It said the Board issued 10,000 of these preferred shares to Matsack Trust Limited in exchange for legal services. It said the issuance relied on the exemption under Section 4(a)(2) of the US Securities Act of 1933.
The company said the ordinary shares to be issued to Smurfit Kappa shareholders in connection with the Combination will not be registered under the US Securities Act. It said these shares are expected to be issued in reliance on the exemption under Section 3(a)(10), subject to Irish High Court approval of the Scheme.
Summary
AI-writtenAnalysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.
Approval of Authorized Share Capital Amendment
The company said its articles of association (Constitution) were amended on June 26, 2024, following approval by its Board and its sole shareholder, Matsack Nominees Limited. Before the amendment, its authorized share capital was €1.00 divided into 25,000 ordinary shares of €25,000 each.
Source · Based on the filing body and exhibits
Authorized Share Capital After the Amendment
The company said the amendment sets its authorized share capital at US$10,000,000 and €50,000, divided into 9,500,000,000 ordinary shares of US$0.001 each, 500,000,000 preference shares of US$0.001 each, 25,000 ordinary shares of €1.00 each and 25,000 deferred shares of €1.00 each.
Source · Based on the filing body and exhibits
Issuance of Series A Preference Shares
The company said its Board created a new class of 8% non-cumulative, non-voting Series A preference shares with a par value of $0.001 each. It said the Board issued 10,000 of these preferred shares to Matsack Trust Limited in exchange for legal services. It said the issuance relied on the exemption under Section 4(a)(2) of the US Securities Act of 1933.
Source · Based on the filing body and exhibits
Exemption for Share Issuance Related to the Combination
The company said the ordinary shares to be issued to Smurfit Kappa shareholders in connection with the Combination will not be registered under the US Securities Act. It said these shares are expected to be issued in reliance on the exemption under Section 3(a)(10), subject to Irish High Court approval of the Scheme.
Source · Based on the filing body and exhibits
AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.
Original filing
The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.
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