Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 26, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Amcor plc | |
Entity Central Index Key | 0001748790 | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 13,001 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) | 3 Months Ended | 8 Months Ended |
Mar. 31, 2019 | Mar. 31, 2019 | |
Operating expenses | ||
General and administrative expenses | $ 34 | $ 34 |
Total operating expenses | 34 | 34 |
Net loss | $ (34) | $ (34) |
Earnings Per Share | ||
Weighted average number of shares outstanding - basic and diluted | 13,001 | 13,001 |
Net loss per share - basic and diluted | $ (0.0026) | $ (0.0026) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS | Mar. 31, 2019USD ($) |
Assets | |
Cash and cash equivalents | $ 130 |
Total assets | 130 |
Liabilities | |
Short-term payable | 34 |
Total Liabilities | 34 |
Shareholders' equity | |
Preference shares, $0.01 par value; 1,000,000,000 shares authorized, nil issued and outstanding | |
Ordinary shares, $0.01 par value; 9,000,000,000 shares authorized, 13,001 issued and outstanding | 130 |
Accumulated deficit | (34) |
Total shareholders' equity | 96 |
Total liabilities and shareholders' equity | $ 130 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) | Mar. 31, 2019$ / sharesshares |
CONSOLIDATED BALANCE SHEETS | |
Preference shares, par value (in dollars per share) | $ / shares | $ 0.01 |
Preference shares, shares authorized | 1,000,000,000 |
Preference shares, shares issued | 0 |
Preference shares, shares outstanding | 0 |
Ordinary shares, par value (in dollars per share) | (per share) | $ 0.01 |
Ordinary shares, shares authorized | 9,000,000,000 |
Ordinary shares, shares issued | 13,001 |
Ordinary shares, shares outstanding | 13,001 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS | 8 Months Ended |
Mar. 31, 2019USD ($) | |
Cash flows from operating activities | |
Net loss | $ (34) |
Net cash used in operating activities | (34) |
Cash flows from financing activities | |
Proceeds from the issuance of shares | 130 |
Increase in short-term debt | 34 |
Net cash flows provided by financing activities | 164 |
Net increase in cash and cash equivalents | 130 |
Cash and cash equivalents balance | $ 130 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Ordinary Shares | Receivables from shareholders | Accumulated Deficit | Total |
Balance at Jul. 30, 2018 | $ 130 | $ (130) | ||
Payment Of Shares Subscription | $ 130 | $ 130 | ||
Net loss | $ (34) | (34) | ||
Balance at Mar. 31, 2019 | 130 | (34) | 96 | |
Balance at Dec. 31, 2018 | 130 | 130 | ||
Net loss | (34) | (34) | ||
Balance at Mar. 31, 2019 | $ 130 | $ (34) | $ 96 |
Organization and Operations
Organization and Operations | 3 Months Ended |
Mar. 31, 2019 | |
Organization and Operations | |
Organization and Operations | 1. Organization and Operations Amcor plc (“Amcor” or the “Company”), a subsidiary of Amcor Limited, was organized on July 31, 2018 under the name Arctic Jersey Limited as a limited company incorporated under the Laws of the Bailiwick of Jersey. On October 10, 2018, Arctic Jersey Limited was renamed “Amcor plc” and became a public limited company incorporated under the Laws of the Bailiwick of Jersey. The Company was formed for the sole purpose of effecting the transactions described below. Upon completion of the transactions, Amcor Limited and Bemis Company, Inc. (“Bemis”) will each become wholly owned subsidiaries of Amcor and Amcor will continue as a holding company. Following the transactions, former Amcor Limited and Bemis shareholders will be holders of Amcor Shares. In connection with the proposed transaction, Amcor plc filed a Registration Statement on Form S-4 which was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on March 25, 2019. On August 6, 2018, the Company (f/k/a Arctic Jersey Limited) entered into a Transaction Agreement (the “Agreement”) with Amcor Limited, Bemis and Arctic Corp., a Missouri corporation and wholly owned subsidiary of the Company (“Merger Sub”). The Agreement provides that (a) pursuant to a scheme of arrangement (the “Scheme”) each issued and outstanding ordinary share of Amcor Limited (the “Amcor Limited Shares”) will be exchanged for one Amcor CHESS Depositary Instrument (a “CDI”), with each CDI representing a beneficial ownership interest (but not legal title) in one ordinary share of Amcor (an “Amcor Share”) or, at the election of the holder of an Amcor Limited Share, one Amcor Share (collectively, the “Scheme Consideration”), and (b) as promptly as reasonably practicable thereafter, Merger Sub shall merge with and into Bemis (the “Merger”), with Bemis surviving the Merger as a wholly owned subsidiary of Amcor, pursuant to which each share of common stock of Bemis (the “Bemis Shares”), other than certain excluded shares, shall be converted into the right to receive 5.1 Amcor Shares (collectively, the “Transactions”). The Transactions are currently anticipated to close in May 2019 subject to satisfaction of the closing conditions. Upon completion of the Transactions, Amcor Limited and Bemis will each become wholly owned subsidiaries of Amcor and Amcor will continue as a holding company. Following the completion of the Transactions, former Amcor Limited shareholders are expected to hold approximately 71% of Amcor and former Bemis shareholders are expected to hold approximately 29% of Amcor. The Agreement contains certain termination rights for both Amcor Limited and Bemis, including if the transaction is not completed on or before August 6, 2019, subject in certain circumstances to extension to February 6, 2020 if necessary to secure certain regulatory approvals. The Agreement provides that Amcor Limited will pay a $130.0 million termination fee to Bemis if, among other things, Amcor Limited terminates the agreement to enter into a superior proposal or if the agreement is terminated following Amcor Limited’s Board of Directors changing its recommendation or failing to publicly affirm the board recommendation after receipt of a competing proposal. The agreement also provides that Bemis will pay a $130.0 million termination fee to Amcor Limited under similar circumstances. Upon completion of the Transactions, the Amcor Shares will be registered with the Securities and Exchange Commission (“SEC”) and are expected to be listed and traded on the New York Stock Exchange (“NYSE”) under the symbol "AMCR." Following the Transactions, the Bemis Shares will be delisted from the NYSE and deregistered under the Exchange Act, and Bemis will no longer be a publicly held company and will cease filing its own periodic and other reports with the SEC. In addition, Amcor Limited Shares will be delisted from the Australian Securities Exchange (“ASX”) and Amcor Limited will no longer be a publicly held company in Australia or required to comply with the continuous disclosure requirements under the Australian Act and listing rules of the ASX. |
Share Capital
Share Capital | 3 Months Ended |
Mar. 31, 2019 | |
Share Capital | |
Share Capital | 2. Share Capital As of July 31, 2018, the share capital of the Company was established at £100.00 divided into 10,000 ordinary shares of £0.01 each par value. On August 3, 2018, Amcor Limited subscribed to 9,999 ordinary shares of the Company at the subscription price of £99.99 and Ogier Global Nominee (Jersey) Limited (“Ogier”) subscribed to one ordinary share of the Company at the subscription price of £0.01. On October 19, 2018 the share capital of the Company was redenominated from British pounds sterling into US dollars on the following basis: 10,000 issued ordinary shares of £0.01 par value of the Company were redenominated into 10,000 issued ordinary shares of $0.013. Subsequently, the 10,000 issued ordinary shares of $0.013 were subdivided by 1.3, such that the authorized and issued share capital of the Company was $130.0, divided into 13,001 ordinary shares of $0.01 each. Also on October 19, 2018 the authorized share capital of the Company was increased to $100,000,000 divided into 9,000,000,000 ordinary shares of $0.01 each and 1,000,000,000 preference shares of $0.01 each by the creation of 8,999,986,999 ordinary shares of $0.01 each and 1,000,000,000 preference shares of $0.01 each. The changes in the capital structure that became effective on October 19, 2018 were given retroactive effect in the accompanying consolidated balance sheet and consolidated statements of changes in shareholders’ equity and for the purpose of calculating net loss per share. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Significant Accounting Policies | |
Significant Accounting Policies | 3. Significant Accounting Policies Basis of presentation These unaudited consolidated financial statements have been prepared by Amcor in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10‑Q and Article 10 of Regulation S-X. The consolidated financial statements include the accounts of Amcor plc and its wholly owned subsidiary Arctic Corp. All intercompany transactions and accounts have been eliminated in consolidation. Net loss per share Basic net loss per share is computed by dividing net loss available to ordinary shareholders by the weighted-average number of ordinary shares outstanding. As there are no potentially dilutive securities, diluted net loss per share is computed similarly. The weighted average shares for the period from July 31, 2018 to March 31, 2019 was retroactively adjusted to give effect to the change in capital structure resulting from the October 19, 2018 share redenomination and split. Cash and cash equivalents Cash and cash equivalents include cash in hand. Short-term debt In February 2019, the Company opened bank accounts and incurred fees totaling $34. There has been no other activity in the accounts in the period resulting in bank overdrafts in the amount of the fees. As such, the overdrafts have been recorded within Short-term debt and the corresponding expenses have been recorded within General and administrative expenses. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events | |
Subsequent Events | 4. Subsequent Events No subsequent events. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Significant Accounting Policies | |
Basis of presentation | Basis of presentation These unaudited consolidated financial statements have been prepared by Amcor in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10‑Q and Article 10 of Regulation S-X. The consolidated financial statements include the accounts of Amcor plc and its wholly owned subsidiary Arctic Corp. All intercompany transactions and accounts have been eliminated in consolidation. |
Net loss per share | Net loss per share Basic net loss per share is computed by dividing net loss available to ordinary shareholders by the weighted-average number of ordinary shares outstanding. As there are no potentially dilutive securities, diluted net loss per share is computed similarly. The weighted average shares for the period from July 31, 2018 to March 31, 2019 was retroactively adjusted to give effect to the change in capital structure resulting from the October 19, 2018 share redenomination and split. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents include cash in hand. |
Short-term debt | Short-term debt In February 2019, the Company opened bank accounts and incurred fees totaling $34. There has been no other activity in the accounts in the period resulting in bank overdrafts in the amount of the fees. As such, the overdrafts have been recorded within Short-term debt and the corresponding expenses have been recorded within General and administrative expenses. |
Organization and Operations (De
Organization and Operations (Details) $ in Millions | Aug. 06, 2018USD ($)shares | May 31, 2019 |
Amcor Limited | ||
Ratio applied to the conversion of ordinary share to depository instrument in connection with the merger transaction | 1 | |
Number of post-merger shares represented by each depository instrument | shares | 1 | |
Number of post-merger shares represented in Scheme Consideration | shares | 1 | |
Termination fee to be paid under circumstances where the company fails to complete the merger transaction | $ | $ 130 | |
Amcor Limited | Forecast | ||
Shareholders' ownership percentage on the post merger entity | 71.00% | |
Bemis Company, Inc. | ||
Ratio applied to the conversion of common share to post-merger shares | 5.1 | |
Termination fee to be paid under circumstances where the company fails to complete the merger transaction | $ | $ 130 | |
Bemis Company, Inc. | Forecast | ||
Shareholders' ownership percentage on the post merger entity | 29.00% |
Share Capital (Details)
Share Capital (Details) | Oct. 19, 2018USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Oct. 19, 2018£ / shares | Aug. 03, 2018GBP (£)shares | Jul. 31, 2018GBP (£)£ / sharesshares |
Share Capital | |||||
Total authorized share capital | $ 100,000,000 | £ 100 | |||
Ordinary shares, shares authorized | 9,000,000,000 | 9,000,000,000 | 10,000 | ||
Ordinary shares, par value (in dollars per share) | (per share) | $ 0.01 | $ 0.01 | £ 0.01 | ||
Ordinary shares subject to redenomination | 10,000 | ||||
Ordinary shares, par value in redenomination | (per share) | $ 0.013 | £ 0.01 | |||
Subdivision applied to redenominated ordinary shares | 1.3 | ||||
Ordinary share value | $ | $ 130 | $ 130 | |||
Ordinary shares, shares issued | 13,001 | 13,001 | |||
Preference shares, shares authorized | 1,000,000,000 | 1,000,000,000 | |||
Preference shares, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||
Ordinary shares, shares newly created | 8,999,986,999 | ||||
Preference shares, shares newly created | 1,000,000,000 | ||||
Amcor Limited | |||||
Share Capital | |||||
Ordinary shares subscribed | 9,999 | ||||
Ordinary shares subscription receivable | £ | £ 99.99 | ||||
Ogier Global Nominee (Jersey) Limited | |||||
Share Capital | |||||
Ordinary shares subscribed | 1 | ||||
Ordinary shares subscription receivable | £ | £ 0.01 |
Significant Accounting Polici_3
Significant Accounting Policies - Net loss per share (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Significant Accounting Policies | |
Dilutive securities | $ 0 |
Significant Accounting Polici_4
Significant Accounting Policies - Short-term debt (Details) - USD ($) | 1 Months Ended | 8 Months Ended |
Feb. 28, 2019 | Mar. 31, 2019 | |
Significant Accounting Policies | ||
Bank overdraft | $ 34 | $ 34 |