Ardagh Glass Finance plc - Irish Stock Exchange

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equirements are met. The Issuer or the Trustee may require a holder requesting replacement of a Definitive Registered Note to furnish an indemnity bond sufficient in the judgment of both to protect us, the Trustee or the Paying Agent appointed pursuant to the Indenture from any loss which any of them may suffer if a Definitive Registered Note is replaced. The Issuer may charge for any expenses incurred by us in replacing a Definitive Registered Note. In case any such mutilated, destroyed, lost or stolen Definitive Registered Note has become or is about to become due and payable, or is about to be redeemed or purchased by the Issuer pursuant to the provisions of the Indenture, the Issuer, in its discretion, may, instead of issuing a new Definitive Registered Note, pay, redeem or purchase such Definitive Registered Note, as the case may be. Definitive Registered Notes may be transferred and exchanged only after the transferor first delivers to the Trustee a written certification (in the form provided in the Indenture) to the effect that such transfer will comply with the transfer restrictions applicable to such Notes. See ‘‘Notice to Investors’’. So long as the Senior Notes are listed on the Irish Stock Exchange and the rules of such exchange so require, we will publish a notice of any issuance of Definitive Registered Notes in a newspaper having general circulation in Ireland (which we expect to be The Irish Times) or, to the extent and in the manner permitted by such rules, posted on the official website of the Ireland Stock Exchange (http://www.ise.ie). Information Concerning Euroclear and Clearstream Banking Our understanding with respect to the organization and operations of Euroclear and Clearstream Banking is as follows. Euroclear and Clearstream Banking hold securities for participating organizations. They also facilitate the clearance and settlement of securities transactions between their respective participants through electronic book-entry changes in accounts of such participants. Euroclear and Clearstream Banking provide various services to their participants, including the safekeeping, administration, clearance, settlement, lending and borrowing of internationally traded securities. Euroclear and Clearstream Banking interface with domestic securities markets. Euroclear and Clearstream Banking participants are financial institutions such as underwriters, securities brokers and dealers, banks, trust companies and certain other organizations. Indirect access to Euroclear and Clearstream Banking is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodian relationship with a Euroclear or Clearstream Banking participant, either directly or indirectly. 157
TAXATION Prospective purchasers of the Senior Notes are advised to consult their own tax advisors as to the tax consequences, under the tax laws of the country of which they are resident, of a purchase of Senior Notes including, without limitation, the consequences of receipt of interest and premium, if any, on and sale of redemption of, the Senior Notes or any interest therein. References in this discussion to Senior Notes acquired, owned, held or disposed of by noteholders include, except where otherwise expressly stated, the Book-Entry Interests held by purchasers in the Senior Notes in global form deposited with, and registered in the name of a common depositary for Euroclear and/or Clearstream Banking. Ireland Taxation The following general summary describes the material Irish tax consequences of ownership of the Senior Notes and is based on the Irish tax law and published practice of the Revenue Commissioners as in effect on the date of this Offering Memorandum and both are subject to change possibly with retroactive effect. Holders of the Senior Notes are advised to consult their own tax advisors regarding the taxation implications of acquiring, owning and disposing of the Senior Notes. Withholding Tax on Interest In general, withholding tax at the rate of 20% must be deducted from Irish source interest payments made by an Irish company. However, for so long as the Senior Notes are listed on a recognized stock exchange such as the Global Exchange Market of the Irish Stock Exchange, the Senior Notes carry a right to interest, and are held in the Euroclear or Clearstream Banking clearing systems, the Senior Notes will constitute ‘‘quoted Eurobonds’’ and no withholding for or on account of Irish income tax will be required to be made on interest arising on the Senior Notes under Section 64 of the Irish Taxes Consolidation Act, 1997 (as amended) (the ‘‘TCA 1997’’). In circumstances where the ‘‘quoted Eurobond’’ exemption from Irish withholding tax does not apply, the interest on the Senior Notes will not be subject to Irish withholding tax in any of the following circumstances: Firstly, there is no requirement for a company to deduct Irish withholding tax on interest payments made in the ordinary course of its trade or business to a company tax resident under the laws of a jurisdiction in the EU or in a country with which Ireland has a double taxation agreement (such as the United States), provided the interest is not received in the course of a trade or business carried on by that person through a branch or agency in Ireland. The holder of the Senior Notes should provide such evidence as is reasonably necessary to determine the tax residence of the holder. Secondly, Irish withholding tax on interest in respect of the Senior Notes may be eliminated or reduced in accordance with the terms of an appropriate double taxation agreement (the Irish tax treaty with the United States would generally eliminate such withholding tax, subject to the limitations on benefits clause in that treaty). Thirdly, Irish withholding tax on interest in respect of the Senior Notes does not apply if the interest is paid in Ireland to a person who subscribed for the Senior Notes and is carrying on a bona fide banking business in Ireland. Fourthly, Irish withholding tax on interest in respect of the Senior Notes does not apply where the interest is paid in Ireland to a qualifying company (generally a securitization vehicle) within the meaning of Section 110 TCA 1997. 158
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OFFERING MEMORANDUM—LISTING PARTI
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IMPORTANT INFORMATION This Offering
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NOTICE TO EEA INVESTORS This Offeri
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NOTES ON DEFINED TERMS USED IN THIS
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PRESENTATION OF FINANCIAL AND OTHER
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The 2007 Pro Forma Financial Inform
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EXCHANGE RATES Exchange Rate Betwee
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Exchange Rate Between the Euro and
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Exchange Rate Between the Euro and
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Ardagh Glass Engineering Ardagh Gla
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• Continue to Apply Advanced Tech
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As at September 30, 2009, after giv
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• be effectively subordinated to
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Use of Proceeds ................ Tr
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Unaudited Nine months ended and as
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The reconciliation of operating pro
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Our credit facilities contain finan
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Facility, causing all the debt unde
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An active trading market may not de
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its hedging arrangements. As at Sep
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• issued such Guarantee in a situ
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will continue to be preferred by ou
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We are subject to various environme
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Changes in laws and regulations rel
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the twelve months ended September 3
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Coulson is Chairman of the board of
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CAPITALIZATION The following table
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Unaudited Nine months ended and as
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UNAUDITED SUPPLEMENTAL INFORMATION
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OPERATING AND FINANCIAL REVIEW AND
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Acquisition of Busch and Spreen. In
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Goodwill Goodwill represents the ex
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Operating Profit Excluding other in
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Audited Pro forma Year ended Decemb
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major drivers of the rise in gross
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Operating Results The significant i
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Historical Development The followin
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External Financings The following t
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Derivative transactions are only un
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Beverages, Diageo, and Nestlé. Ard
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has consistently focused on decreas
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The following table shows certain p
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Ardagh Glass Engineering Ardagh’s
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Key competitors by material type: P
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period. This agreement supersedes a
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Intellectual Property Glass Contain
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Asbestos is present, or may be pres
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facilities are well maintained and
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glass container industry. Heye Inte
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Board of Directors The following ta
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Internal Control and Risk Managemen
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DESCRIPTION OF OTHER INDEBTEDNESS T
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Under the Intercreditor Agreement,
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In addition, certain negative coven
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DESCRIPTION OF THE NOTES The defini
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(b) rank senior in right of payment
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etain Permitted Junior Securities a
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under the Guarantee would cause the
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of its Subsidiaries may act as payi
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to obtain such receipts, the same a
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the Issuer would be obligated to pa
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Page 127 and 128: principal amount that may be drawn
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Page 131 and 132: indirectly, to issue or sell, any s
Page 133 and 134: directly secured by a Lien on such
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Page 137 and 138: (e) encumbrances or restrictions co
Page 139 and 140: (ii) maintain or preserve such Pers
Page 141 and 142: Guarantor would dispose of, all or
Page 143 and 144: periods and other than by regularly
Page 145 and 146: (b) the Issuer’s obligations to i
Page 147 and 148: occurring after an Event of Default
Page 149 and 150: Indenture, the Notes or any Guarant
Page 151 and 152: ‘‘Asset Sale’’ means any sa
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Page 157 and 158: Notwithstanding any of the foregoin
Page 159 and 160: otherwise require any cash payment
Page 161 and 162: or other property to others or any
Page 163 and 164: (f) Investments in the Notes and th
Page 165 and 166: (l) Liens arising by reason of any
Page 167 and 168: or associated with, any Asset Sale,
Page 169 and 170: elevant security agent in the enfor
Page 171 and 172: BOOK-ENTRY; DELIVERY AND FORM Gener
Page 173: The Global Note for Rule 144A Book-
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Page 179 and 180: Interest on the Senior Notes Paymen
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Page 183 and 184: amount of OID into U.S. dollars and
Page 185 and 186: LIMITATIONS ON VALIDITY AND ENFORCE
Page 187 and 188: Effect of Appointment of Examiner T
Page 189 and 190: Liability Company as General Partne
Page 191 and 192: of court by the company, its direct
Page 193 and 194: court). As a general rule, such leg
Page 195 and 196: which creditors have a right to be
Page 197 and 198: ascertain the center of main intere
Page 199 and 200: Italy Ardagh Glass S.r.l., one of t
Page 201 and 202: Fraudulent Transfer Provisions of G
Page 203 and 204: provided that no such offer of Seni
Page 205 and 206: NOTICE TO INVESTORS The Senior Note
Page 207 and 208: AND ANY APPLICABLE LOCAL LAWS AND R
Page 209 and 210: (ii) the process and decision of th
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Page 213 and 214: Recognition of Judgments in Civil a
Page 215 and 216: LISTING AND GENERAL INFORMATION 1.
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Page 223 and 224: CONSOLIDATED NON-STATUTORY FINANCIA
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STATEMENT OF DIRECTORS’ RESPONSIB
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BASIS OF PREPARATION (Continued) su
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BASIS OF PREPARATION (Continued) In
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ACCOUNTING POLICIES (Continued) (v)
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ACCOUNTING POLICIES (Continued) INV
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ACCOUNTING POLICIES (Continued) to
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ACCOUNTING POLICIES (Continued) fin
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ACCOUNTING POLICIES (Continued) (ii
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CONSOLIDATED INCOME STATEMENT FOR T
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CONSOLIDATED BALANCE SHEET AS AT 31
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NOTES TO THE CONSOLIDATED FINANCIAL
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INDEPENDENT AUDITORS’ REPORT TO T
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BASIS OF PREPARATION These consolid
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BASIS OF PREPARATION (Continued) Ar
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ACCOUNTING POLICIES (Continued) (v)
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ACCOUNTING POLICIES (Continued) Sub
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ACCOUNTING POLICIES (Continued) car
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ACCOUNTING POLICIES (Continued) The
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ACCOUNTING POLICIES (Continued) bal
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CONSOLIDATED INCOME STATEMENT FOR T
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CONSOLIDATED BALANCE SHEET AS AT 31
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INTERIM UNAUDITED NON-STATUTORY GRO
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CONSOLIDATED INTERIM INCOME STATEME
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CONSOLIDATED INTERIM BALANCE SHEET
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NOTES TO THE UNAUDITED CONSOLIDATED
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ISSUER Ardagh Glass Finance plc 4 R
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F180,000,000 Ardagh Glass Finance p
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Ardagh Glass Finance plc - Irish Stock Exchange

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