Ardagh Glass Finance plc - Irish Stock Exchange
Ardagh Glass Finance plc - Irish Stock Exchange
Ardagh Glass Finance plc - Irish Stock Exchange
You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
Principal, Maturity and Interest<br />
The Notes will mature on February 1, 2020 and 100% of the principal amount thereof shall be<br />
payable on such date, unless redeemed prior thereto as described herein. The Issuer will issue an<br />
aggregate principal amount of A180.0 million of Notes in this offering. Subject to the covenant<br />
described under ‘‘—Certain Covenants—Limitation on Debt’’, the Issuer is permitted to issue<br />
additional Notes as part of a further issue under the Indenture (‘‘Additional Notes’’) from time to time;<br />
provided that, if the Additional Notes are not fungible with the original Notes for U.S. income tax<br />
purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Notes and the<br />
Additional Notes that are actually issued will be treated as a single class for all purposes of the<br />
Indenture, including waivers, amendments, redemptions and offers to purchase, except for certain<br />
waivers and amendments. Unless the context otherwise requires, references to the ‘‘Notes’’ for all<br />
purposes of the Indenture and in this ‘‘Description of the Notes’’ include references to any Additional<br />
Notes that are actually issued.<br />
Interest on the Notes will accrue at the rate of 8 3 ⁄4% per annum and will be payable semi-annually<br />
in arrears from the Issue Date or from the most recent interest payment date to which interest has<br />
been paid or provided for, whichever is the later. Interest will be payable on each Note on February 1<br />
and August 1 of each year, commencing on August 1, 2010. The Issuer will pay interest on each Note<br />
to holders of record of each Note in respect of the principal amount thereof outstanding as of the<br />
immediately preceding January 15 or July 15, as the case may be. Interest will be computed on the<br />
basis of a 360-day year comprised of twelve 30-day months and will be paid on overdue principal and<br />
other overdue amounts at the same rate.<br />
Form of Notes<br />
The Notes will be issued on the Issue Date only in fully registered form without coupons and only<br />
in minimum denominations of A50,000 and in integral multiples of A1,000 in excess thereof.<br />
The Notes will be initially in the form of one or more global notes (the ‘‘Global Notes’’). The<br />
Global Notes will be deposited with a common depositary for Euroclear and Clearstream Banking, or a<br />
nominee of such common depositary. Ownership of interests in the Global Notes, referred to as<br />
‘‘book-entry interests’’, will be limited to persons that have accounts with Euroclear or Clearstream<br />
Banking or their respective participants. Book-entry interests will be shown on, and transfers thereof<br />
will be effected only through, records maintained in book-entry form by Euroclear and Clearstream<br />
Banking and their participants. The terms of the Indenture will provide for the issuance of definitive<br />
registered Notes in certain circumstances. See ‘‘Book-Entry; Delivery and Form’’.<br />
Transfer and <strong>Exchange</strong><br />
The Global Notes may be transferred in accordance with the Indenture. All transfers of book-entry<br />
interests between participants in Euroclear or Clearstream Banking will be effected by Euroclear or<br />
Clearstream Banking pursuant to customary procedures and subject to applicable rules and procedures<br />
established by Euroclear or Clearstream Banking and their respective participants. See ‘‘Book-Entry;<br />
Delivery and Form’’.<br />
The Notes will be subject to certain restrictions on transfer and certification requirements, as<br />
described under ‘‘Notice to Investors’’.<br />
Payments on the Notes; Paying Agent<br />
The Issuer will make all payments, including principal of, premium, if any, and interest on the<br />
Notes, at its office or through an agent in London, England that it will maintain for these purposes.<br />
Initially that agent will be the corporate trust office of The Bank of New York Mellon. The Issuer may<br />
change the paying agent without prior notice to the holders of the Notes. In addition, the Issuer or any<br />
99