Ardagh Glass Finance plc - Irish Stock Exchange
Ardagh Glass Finance plc - Irish Stock Exchange
Ardagh Glass Finance plc - Irish Stock Exchange
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Reports to Holders<br />
So long as any Notes are outstanding, the Issuer or the Parent Guarantor will furnish to the<br />
Trustee (who, at the Issuer’s or the Parent Guarantor’s expense, will furnish by mail to holders of the<br />
Notes):<br />
(a) within 120 days following the end of each of the Parent Guarantor’s fiscal years, an annual<br />
report containing substantially the same information as would be required to be contained in<br />
an annual report filed with the Commission on Form 20-F (as in effect on the date of the<br />
Indenture) other than (i) the information required: under Item 3.A of Form 20-F entitled<br />
‘‘Selected Financial Data’’; Item 8 of Form 20-F entitled ‘‘Financial Information’’; Item 9.A.4<br />
of Form 20-F entitled ‘‘Offer and Listing Details’’ regarding the price history of the Parent<br />
Guarantor’s securities; Item 10 of Form 20-F entitled ‘‘Additional Information’’ regarding the<br />
Parent Guarantor’s share capital, constitutional documents and any material contracts to which<br />
the Parent Guarantor or the Restricted Subsidiaries are party other than contracts entered<br />
into in ordinary course of business; Item 15 of Form 20-F entitled ‘‘Controls and Procedures’’<br />
regarding internal disclosure controls and procedures; and Items 17 and 18 entitled ‘‘Financial<br />
Statements’’; but including (ii) annual audited balance sheets, statements of income,<br />
statements of shareholders equity, and statements of cash flows (with notes thereto) for<br />
(x) the Parent Guarantor and its Subsidiaries on a consolidated basis and (y) the Parent<br />
Guarantor and the Restricted Subsidiaries on a consolidated basis, in each case for the year<br />
then ended and the prior fiscal year and prepared in accordance with GAAP, which need not,<br />
however, contain any reconciliation to U.S. GAAP or otherwise comply with Regulation S-X<br />
of the Commission;<br />
(b) within 60 days following the end of the first three fiscal quarters in each of the Parent<br />
Guarantor’s fiscal years, quarterly reports containing unaudited balance sheets, statements of<br />
income, statements of shareholders equity and statements of cash flows for (i) the Parent<br />
Guarantor and its Subsidiaries on a consolidated basis and (ii) the Parent Guarantor and the<br />
Restricted Subsidiaries on a consolidated basis, in each case for the quarterly period then<br />
ended and the corresponding quarterly period in the prior fiscal year and prepared in<br />
accordance with GAAP, which need not, however, contain any reconciliation to U.S. GAAP or<br />
otherwise comply with Regulation S-X of the Commission, together with an operating and<br />
financial review for such quarterly period and condensed footnote disclosure; and<br />
(c) promptly from time to time after the occurrence of an event required to be reported therein,<br />
such other reports containing substantially the same information required to be contained in<br />
Form 6-K (or any successor form) of the Commission.<br />
In addition, the Issuer or the Parent Guarantor shall furnish to the holders of the Notes and to<br />
prospective investors, upon the requests of such holders, any information required to be delivered<br />
pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable<br />
under the <strong>Exchange</strong> Act by Persons who are not ‘‘affiliates’’ under the Securities Act.<br />
The Issuer or the Parent Guarantor will also make available copies of all reports furnished to the<br />
Trustee (a) on the Parent Guarantor’s website; and (b) through the newswire service of Bloomberg, or,<br />
if Bloomberg does not then operate, any similar agency.<br />
Consolidation, Merger and Sale of Assets<br />
The Parent Guarantor will not, in a single transaction or through a series of transactions,<br />
consolidate or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise<br />
dispose of, or take any action pursuant to any resolution passed by the Parent Guarantor’s board of<br />
directors or shareholders with respect to a demerger or division pursuant to which the Parent<br />
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