Ardagh Glass Finance plc - Irish Stock Exchange

provided that no such offer of Senior Notes shall result in a requirement for the publication by the
Issuer, any Guarantor or the initial purchasers of a prospectus pursuant to Article 3 of the Prospectus
Directive.
For the purposes of this provision, the expression an ‘‘offer to the public’’ in relation to any Senior
Notes in any Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and any Senior Notes to be offered so as to enable an
investor to decide to purchase any Senior Notes, as the same may be varied in that Relevant Member
State by any measure implementing the Prospectus Directive in that Relevant Member State.
Each initial purchaser represents and warrants that:
(a) it has only communicated or caused to be communicated and will only communicate or cause
to be communicated an invitation or inducement to engage in investment activity (within the
meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the
Senior Notes in circumstances in which Section 21(1) of the FSMA does not apply to the
Issuer or any Guarantor; and
(b) it has complied and will comply with all applicable provisions of the FSMA with respect to
anything done by it in relation to the Senior Notes in, from or otherwise involving the United
Kingdom.
Delivery of the Senior Notes will be made against payment therefor on or about January 20, 2010
which will be the fifth business day following the date of pricing of the Senior Notes (such settlement
being referred to as ‘‘T+5’’). Under Rule 15c6-1 under the U.S. Securities Exchange Act of 1934, as
amended (the ‘‘Exchange Act’’), trades in the secondary market generally are required to settle in three
business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers
who wish to trade the Senior Notes on the day of pricing or the next succeeding business day will be
required, by virtue of the fact that the Senior Notes will initially settle in T+5, to specify an alternate
settlement cycle at the time of such trade to prevent failed settlement. Purchasers of the Senior Notes
who wish to trade the Senior Notes on the day of pricing or the next succeeding business day should
consult their own advisors.
The Senior Notes will constitute a new class of securities with no established trading market.
Application has been made for the Senior Notes to be listed on the Global Exchange Market of the
Irish Stock Exchange. However, we cannot assure you that the prices at which the Senior Notes will sell
in the market after this offering will not be lower than the initial offering price or that an active trading
market for the Senior Notes will develop and continue after this offering. The initial purchasers have
advised us that Citigroup Global Markets Limited currently intends to make a market in the Senior
Notes. However, it is not obligated to do so, and it may discontinue any market making activities with
respect to the Senior Notes at any time without notice. In addition, market making activity will be
subject to the limits imposed by the Exchange Act, and may be limited. Accordingly, we cannot assure
you that a liquid market will develop for the Senior Notes, that you will be able to sell your Notes at a
particular time or that the prices that you receive when you sell will be favorable.
In connection with this offering, the initial purchasers are not acting for anyone other than us and
will not be responsible to anyone other than us for providing the protections afforded to their clients
nor for providing advice in relation to this offering.
Buyers of the Senior Notes sold by the initial purchasers may be required to pay stamp taxes and
other charges in accordance with the laws and practice of the country of purchase in addition to the
initial offering price set forth on the cover of this Offering Memorandum.
In connection with this offering, Citigroup Global Markets Limited may purchase and sell Notes in
the open market. These transactions may include over-allotment, syndicate covering transactions and
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