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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LEGAL MATTERS<br />
Certain legal matters with respect to the Senior Notes and the Guarantees are being passed upon<br />
for us by Shearman & Sterling LLP, U.S. and English counsel to the Issuer and the Guarantors;<br />
William Fry, <strong>Irish</strong> counsel to the Issuer and the Guarantors; Freshfields Bruckhaus Deringer LLP,<br />
German and Dutch counsel to the Issuer and the Guarantors; Wiercinski, Kwiecinski, Baehr, Polish<br />
counsel to the Issuer and the Guarantors; Advokatfirman Vinge KB, Swedish counsel to the Issuer and<br />
the Guarantors; Kromann Reumert, Danish counsel to the Issuer and the Guarantors; Carey Olsen,<br />
Guernsey counsel to the Issuer and the Guarantors and Studio Avvocati Zappalà, Italian counsel to the<br />
Issuer and the Guarantors. Certain legal matters with respect to the offering of the Senior Notes will<br />
be passed upon for the initial purchasers by Cahill Gordon & Reindel LLP, U.S. counsel to the initial<br />
purchasers and McCann FitzGerald, <strong>Irish</strong> counsel to the initial purchasers.<br />
INDEPENDENT ACCOUNTANTS<br />
The audited non-statutory consolidated financial statements of <strong>Ardagh</strong> <strong>Glass</strong> Holdings Limited and<br />
its subsidiaries for each year in the three-year period ended December 31, 2008 and as at<br />
December 31, 2008, 2007 and 2006 included in this Offering Memorandum have been audited by<br />
PricewaterhouseCoopers, independent auditors, as stated in their report appearing herein.<br />
SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS<br />
The Issuer is a direct wholly owned finance subsidiary of the Parent Guarantor incorporated in<br />
Ireland, and the Parent Guarantor is a company also incorporated in Ireland. The Subsidiary<br />
Guarantors are incorporated in Ireland, The Netherlands, Germany, Italy, the United Kingdom,<br />
Poland, Guernsey, Sweden and Denmark. All of the directors and executive officers of the Issuer, the<br />
Parent Guarantor and the Subsidiary Guarantors reside outside the United States. In addition, all of<br />
the assets of the Issuer, the Parent Guarantor and the Subsidiary Guarantors are located outside the<br />
United States. As a result, it may not be possible for investors to effect service of process within the<br />
United States upon the Issuer, the Parent Guarantor, any of the Subsidiary Guarantors or any of their<br />
directors and executive officers, or to enforce against them, judgments of U.S. courts predicated upon<br />
civil liability provisions of the U.S. federal or state securities laws.<br />
If a judgment is obtained in a U.S. court against the Issuer, the Parent Guarantor, any Subsidiary<br />
Guarantor, any directors or executive officers, investors will need to enforce such judgment in<br />
jurisdictions where the relevant company has assets. Even though the enforceability of U.S. court<br />
judgments outside the United States is described below for Ireland, The Netherlands, Germany, Italy,<br />
the United Kingdom, Poland, Sweden and Denmark, you should consult with your own advisors in any<br />
pertinent jurisdictions as needed to enforce a judgment in those countries or elsewhere outside the<br />
United States.<br />
The following discussion with respect to the enforceability of certain U.S. court judgments in<br />
Ireland is based upon advice provided to us by our <strong>Irish</strong> legal advisers, William Fry. Ireland and the<br />
United States currently do not have a treaty providing for reciprocal recognition and enforcement of<br />
judgments.<br />
A judgment obtained in the courts of any of the States in the United States or of any federal court<br />
in the United States would not automatically be enforced by the courts of Ireland. In order to enforce<br />
such a judgment in Ireland, legal process must be initiated before a court of competent jurisdiction in<br />
Ireland. An <strong>Irish</strong> court will normally recognize and enforce judgment without retrial or examination of<br />
the merits of the case provided that:<br />
(i) judgment was not obtained or alleged to have been obtained by fraud;<br />
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