Ardagh Glass Finance plc - Irish Stock Exchange

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ARDAGH GLASS HOLDINGS LIMITED INDEX TO THE FINANCIAL STATEMENTS Consolidated Non-statutory financial statements of Ardagh Glass Holdings Ltd for the year ended 31 December 2008 Independent auditors’ report ................................................. F-3 Statement of Directors’ responsibilities ......................................... F-4 Basis of preparation ....................................................... F-5 Accounting policies ........................................................ F-9 Consolidated income statement ............................................... F-20 Consolidated statement of recognised income and expense ........................... F-21 Consolidated balance sheet .................................................. F-22 Consolidated cash flow statement ............................................. F-23 Notes to the consolidated financial statements .................................... F-24 Consolidated Non-statutory financial statements of Ardagh Glass Holdings Ltd for the year ended 31 December 2007 Independent auditors’ report ................................................. F-60 Statement of Directors’ responsibilities ......................................... F-61 Basis of preparation ....................................................... F-62 Accounting policies ........................................................ F-65 Consolidated income statement ............................................... F-76 Consolidated statement of recognised income and expense ........................... F-77 Consolidated balance sheet .................................................. F-78 Consolidated cash flow statement ............................................. F-79 Notes to the consolidated financial statements .................................... F-80 Unaudited consolidated interim financial information of Ardagh Glass Holdings Ltd for the nine-month period ended September 30, 2009 Basis of preparation ....................................................... F-115 Consolidated interim income statement (Unaudited) ................................ F-116 Consolidated interim statement of recognised income and expense (Unaudited) ............ F-117 Consolidated interim balance sheet (Unaudited) ................................... F-118 Consolidated interim cash flow statement (Unaudited) .............................. F-119 Notes to the unaudited consolidated interim financial information ...................... F-120 F-1
CONSOLIDATED NON-STATUTORY FINANCIAL STATEMENTS OF ARDAGH GLASS HOLDINGS LTD FOR THE YEAR ENDED 31 DECEMBER 2008 F-2
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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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(f) Investments in the Notes and th
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(l) Liens arising by reason of any
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or associated with, any Asset Sale,
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elevant security agent in the enfor
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Page 173 and 174: The Global Note for Rule 144A Book-
Page 175 and 176: TAXATION Prospective purchasers of
Page 177 and 178: Encashment Tax If the Paying Agent
Page 179 and 180: Interest on the Senior Notes Paymen
Page 181 and 182: will hold Senior Notes as part of a
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
Page 211 and 212: In cases of non-compliance with or
Page 213 and 214: Recognition of Judgments in Civil a
Page 215 and 216: LISTING AND GENERAL INFORMATION 1.
Page 217 and 218: 15. The consolidated non-statutory
Page 219 and 220: Place of Registration and Registrat
Page 221: Place of Registration and Registrat
Page 225 and 226: STATEMENT OF DIRECTORS’ RESPONSIB
Page 227 and 228: BASIS OF PREPARATION (Continued) su
Page 229 and 230: BASIS OF PREPARATION (Continued) In
Page 231 and 232: ACCOUNTING POLICIES (Continued) (v)
Page 233 and 234: ACCOUNTING POLICIES (Continued) INV
Page 235 and 236: ACCOUNTING POLICIES (Continued) to
Page 237 and 238: ACCOUNTING POLICIES (Continued) fin
Page 239 and 240: ACCOUNTING POLICIES (Continued) (ii
Page 241 and 242: CONSOLIDATED INCOME STATEMENT FOR T
Page 243 and 244: CONSOLIDATED BALANCE SHEET AS AT 31
Page 245 and 246: NOTES TO THE CONSOLIDATED FINANCIAL
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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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