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Ardagh Glass Finance plc - Irish Stock Exchange

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PLAN OF DISTRIBUTION<br />

Subject to the terms and conditions stated in the purchase agreement dated as of January 13, 2010,<br />

the initial purchasers named below have agreed to purchase, and we have agreed to sell to the initial<br />

purchasers, the principal amount of the Senior Notes as set forth below:<br />

Initial Purchasers<br />

Principal Amount<br />

of Senior Notes<br />

Citigroup Global Markets Limited ...................................... A174,438,000<br />

J&E Davy trading as Davy ............................................ 5,562,000<br />

Total ............................................................ A180,000,000<br />

The purchase agreement provides that the obligation of the initial purchasers to purchase the<br />

Senior Notes is subject to approval of legal matters by counsel and to other conditions. The initial<br />

purchasers must purchase all of the Senior Notes if they purchase any of the Senior Notes.<br />

The Senior Notes and the Guarantees have not been and will not be registered under the U.S.<br />

Securities Act or qualified for sale under the securities laws of any state or jurisdiction outside the<br />

United States and may not be offered to, or for the account or benefit of, persons in the United States<br />

except in transactions exempt from the registration requirements of the U.S. Securities Act. See<br />

‘‘Notice to Investors’’.<br />

We have been advised that the initial purchasers propose to resell the Senior Notes at the offering<br />

price set forth on the cover page of this Offering Memorandum within the United States to qualified<br />

institutional buyers (as defined in Rule 144A) in reliance on Rule 144A and outside the United States<br />

in offshore transactions in reliance on Regulation S. The price at which the Senior Notes are offered<br />

may be changed at any time without notice.<br />

In addition, until 40 days after the commencement of this offering, an offer or sale of Senior<br />

Notes within the United States by a dealer that is not participating in this offering may violate the<br />

registration requirements of the U.S. Securities Act if that offer or sale is made otherwise than in<br />

accordance with Rule 144A.<br />

In each Relevant Member State, an offer to the public of any Senior Notes may not be made in<br />

that Relevant Member State prior to the publication of a prospectus in relation to the Senior Notes<br />

which has been approved by the competent authority in that Relevant Member State or where<br />

appropriate, approved in another Relevant Member State and notified to the competent authority in<br />

that Relevant Member State, all in accordance with the Prospectus Directive, except that an offer to<br />

the public in that Relevant Member State of any Senior Notes may be made at any time under the<br />

following exemptions under the Prospectus Directive, if the Prospectus Directive has been implemented<br />

in that Relevant Member State:<br />

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if<br />

not so authorized or regulated, whose corporate purpose is solely to invest in securities;<br />

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during<br />

the last financial year; (2) a total balance sheet of more than A43,000,000; and (3) an annual<br />

net turnover of more than A50,000,000, as shown in its last annual or consolidated accounts;<br />

(c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the<br />

Prospectus Directive) subject to obtaining the prior consent of Citigroup Global Markets<br />

Limited for any such offer; or<br />

(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive;<br />

185

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