Ardagh Glass Finance plc - Irish Stock Exchange

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U.S. Securities Act during any period in which we are not subject to Section 13 or 15(d) of the Exchange Act or exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act. Requests for such information and requests for the agreements summarized in this Offering Memorandum should be directed to John Riordan, Finance Director, Ardagh Glass Holdings Limited, 4 Richview Office Park, Clonskeagh, Dublin 14, Ireland. Our website can be found at www.ardaghglass.com. Information contained on our website is not incorporated by reference into this Offering Memorandum and is not part of this Offering Memorandum. 197
LISTING AND GENERAL INFORMATION 1. Application has been made for the Senior Notes to be admitted to the Official List of the Irish Stock Exchange and admitted to trading on its Global Exchange Market in accordance with the rules of that exchange. This Offering Memorandum constitutes listing particulars for the purposes of such application. Notification of any optional redemption, change of control or any change in the rate of interest payable on the Senior Notes will be provided by the Issuer to the Irish Stock Exchange. 2. The admission of the Senior Notes to the Global Exchange Market of the Irish Stock Exchange is expected to be granted on or about January 21, 2010. 3. This Offering Memorandum incorporates by reference the audited statutory financial statements published by the Issuer for the years ended December 31, 2008 and 2007. 4. Paper copies of the following documents (or copies thereof, translated into English, where relevant) will be available for physical inspection while the Senior Notes remain outstanding and listed on the Global Exchange Market of the Irish Stock Exchange at the registered office of the Issuer, the registered offices of the Guarantors and the registered office of the listing agent during normal business hours on any weekday: • the organizational documents of the Issuer and the Guarantors; • the audited non-statutory consolidated financial statements published by the Guarantors for the years ended December 31, 2008, 2007 and 2006; • the audited statutory financial statement published by the Issuer for the years ended December 31, 2008 and 2007; and • the Indenture (which includes the Guarantees and the form of the Senior Notes). 5. We will maintain a listing agent in Ireland for as long as any of the Senior Notes are listed on the Irish Stock Exchange. We reserve the right to vary such appointment and we will provide notice of such change of appointment to holders of the Senior Notes and the Irish Stock Exchange. 6. The audited non-statutory consolidated financial statements of Ardagh Glass Holdings Limited will be available for inspection at the registered office of Ardagh Glass Holdings Limited. 7. The Irish Listing Agent is J&E Davy trading as Davy and the address of its registered office is 49 Dawson Street, Dublin 2, Ireland. 8. The Trustee for the Senior Notes is The Bank of New York Mellon and its address is One Canada Square, London E14 5AL, United Kingdom. The Trustee will be acting in its capacity of trustee for the holders of the Senior Notes and will provide such services to the holders of the Senior Notes as described in the Indenture. 9. The Issuer, Ardagh Glass Finance plc, was incorporated in Ireland as an Irish public limited company on March 1, 2007 as a wholly owned subsidiary of Ardagh Glass Holdings Limited. Its corporate seat is in Dublin, Ireland and it is governed by the Irish Companies Act 1963 to 2009. Its registered office is at 4 Richview Office Park, Clonskeagh, Dublin 14, Ireland, and its registration number is 435614. The Issuer’s telephone number is +353 1 605 2400 and its website is at www.ardaghglass.com. The information and other content on its website are not part of this Offering Memorandum. The address of its board of directors and senior management is the same as the address of its registered office. Ardagh Glass Holdings Limited was incorporated in Ireland as a private limited company on August 5, 2005 as a wholly owned subsidiary of Ardagh Glass Group Holdings Limited. Its corporate seat is in Dublin, Ireland and it is governed by the Irish Companies Act 1963 to 2009. 198
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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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of Control could cause a default un
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or otherwise become responsible for
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principal amount that may be drawn
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Payment (or, if such aggregate cumu
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indirectly, to issue or sell, any s
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directly secured by a Lien on such
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Notwithstanding the foregoing, noth
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(e) encumbrances or restrictions co
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(ii) maintain or preserve such Pers
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Guarantor would dispose of, all or
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periods and other than by regularly
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(b) the Issuer’s obligations to i
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occurring after an Event of Default
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Indenture, the Notes or any Guarant
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‘‘Asset Sale’’ means any sa
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a share of the profits and losses,
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‘‘Consolidated Fixed Charge Cov
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Notwithstanding any of the foregoin
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otherwise require any cash payment
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or other property to others or any
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Page 169 and 170: elevant security agent in the enfor
Page 171 and 172: BOOK-ENTRY; DELIVERY AND FORM Gener
Page 173 and 174: The Global Note for Rule 144A Book-
Page 175 and 176: TAXATION Prospective purchasers of
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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
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Page 205 and 206: NOTICE TO INVESTORS The Senior Note
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Page 223 and 224: CONSOLIDATED NON-STATUTORY FINANCIA
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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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