Ardagh Glass Finance plc - Irish Stock Exchange

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) 14. Financial assets and liabilities (Continued) committed facilities and which represents the amount of available cash headroom in the Group’s funding structure) was as follows: Maximum Final amount maturity Facility Amount drawn as Undrawn Facility Currency drawable date type at 31 December 2008 Amount Local Local E E currency currency (millions) (millions) (millions) (millions) 7.125% Senior Notes due 2017 ....... EUR 310.0 15 June 2017 Bullet 310.0 310.0 — 8 7 ⁄8% Senior Notes due 2013 ......... EUR 175.0 1 July 2013 Bullet 175.0 175.0 — Anglo Senior Secured Facility— Acquisition .................. EUR 294.7 21 June 2014 Amortising/ 277.6 277.6 — Bullet Anglo Senior Secured Facility—Capex & Restructuring ................. EUR 50.0 21 June 2014 Bullet 22.5 22.5 27.5 Anglo Senior Secured Facility—Revolving Credit Facility ................ EUR 150.0 21 June 2014 Revolving 93.4 93.4 56.6 Ardagh Glass Ltd Anglo Irish Senior Secured Credit Facility ........... GBP 65.0 21 June 2014 Amortising 38.2 39.3 — Ardagh Glass Ltd Barclays Invoice Discounting Agreement (1) ......... GBP 35.0 31 March 2009 (1) Revolving 19.8 20.3 15.6 HVB Heye International Working Capital and Performance Guarantee Credit Lines ...................... EUR 1.0 31 July 2009 Revolving — — 1.0 Ardagh Glass Ltd Finance Lease Real Estate ..................... GBP 11.5 24 May 2020 Amortising 9.7 10.0 — Ardagh Glass Ltd Finance Lease Plant and Equipment ................ GBP 17.0 24 May 2012 Amortising 9.5 9.7 — Finance lease arrangements ......... EUR/PLN Amortising 0.2 — Deferred financing costs ........... (21.3) — Total borrowings/Undrawn facilities .... 936.7 100.7 Cash at bank and in hand .......... (61.9) 61.9 Net borrowings/Available liquidity ..... 874.8 162.6 (1) Ardagh has entered into a new facility with GE Commercial Finance Limited to replace the Barclays facility on similar terms. The GE Commercial Finance facility will commence on 1 April 2009 and mature on 1 October 2011. As at 31 December 2008 the Group had undrawn credit lines of up to A100.7 million at its disposal together with cash resources of A61.9 million giving rise to available liquidity of A162.6 million. The maturity analysis of the Group’s borrowings is as follows: 2008 2007 E’000 E’000 Within 1 year or on demand ........................................ 97,482 49,781 Between 1 and 2 years ............................................ 14,958 17,606 Between 2 and 5 years ............................................ 222,158 229,438 Greater than 5 years .............................................. 602,093 611,240 936,691 908,065 The table below analyses the Group’s financial liabilities into relevant maturity Groupings based on remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in F-41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) 14. Financial assets and liabilities (Continued) the table are the contracted undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant. Less than Between Between Over At 31 December 2008 1 year 1 and 2 years 2 and 5 years 5 years E’000 E’000 E’000 E’000 Borrowings ................................. 108,461 88,033 407,934 777,516 Derivative financial instruments .................. 407 407 1,221 — Trade and other payables ...................... 196,127 — — — Less than Between Between Over At 31 December 2007 1 year 1 and 2 years 2 and 5 years 5 years E’000 E’000 E’000 E’000 Borrowings ................................. 95,455 91,850 420,112 837,287 Derivative financial instruments .................. 215 400 1,200 302 Trade and other payables ...................... 204,745 — — — The carrying amount and fair value of the Group’s borrowings are as follows: Carrying Value Fair Value 2008 2007 2008 2007 8 7 ⁄8% Senior Notes due 2013 ......................... 172,069 170,488 149,700 167,504 7.125% Senior Notes due 2017 ........................ 298,426 297,143 217,851 252,572 Bank loans, overdrafts and revolving credit facilities ........ 426,262 407,310 330,616 352,863 Invoice discounting ................................ 20,293 3,172 20,293 3,172 Finance leases .................................... 19,641 29,952 19,641 29,952 936,691 908,065 738,101 806,063 The following is a brief summary of our principal financing arrangements. The following summaries do not purport to describe all of the applicable terms and conditions of such arrangements and are qualified in their entirety by reference to the actual agreements. 7.125% Senior Notes due 2017 In June 2007, Ardagh Glass Finance plc issued A310 million 7.125% senior notes due 2017. The notes are the general unsecured obligations of Ardagh Glass Finance plc and rank senior in right of payment to any and all of its existing and future unsecured debt that is subordinated in right of payment to the notes. The notes also rank equally in right of payment with all of Ardagh Glass Finance plc’s existing and future unsecured debt that is not subordinated in right of payment to the notes, and effectively subordinated to all existing and future secured debt of Ardagh Glass Finance plc to the extent of the assets securing such debt. Ardagh Glass Holdings Ltd and certain of its direct and indirect wholly owned subsidiaries have guaranteed payment under the notes on a senior and on a senior subordinated basis, respectively. In addition, the senior guarantee from Ardagh Glass Holdings Ltd is effectively subordinated to all existing and future obligations of its direct and indirect wholly owned subsidiaries. F-42
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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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BOOK-ENTRY; DELIVERY AND FORM Gener
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The Global Note for Rule 144A Book-
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TAXATION Prospective purchasers of
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Encashment Tax If the Paying Agent
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Interest on the Senior Notes Paymen
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will hold Senior Notes as part of a
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amount of OID into U.S. dollars and
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LIMITATIONS ON VALIDITY AND ENFORCE
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Effect of Appointment of Examiner T
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Liability Company as General Partne
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of court by the company, its direct
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court). As a general rule, such leg
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which creditors have a right to be
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ascertain the center of main intere
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Italy Ardagh Glass S.r.l., one of t
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Fraudulent Transfer Provisions of G
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provided that no such offer of Seni
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NOTICE TO INVESTORS The Senior Note
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AND ANY APPLICABLE LOCAL LAWS AND R
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(ii) the process and decision of th
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Page 215 and 216: LISTING AND GENERAL INFORMATION 1.
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Page 223 and 224: CONSOLIDATED NON-STATUTORY FINANCIA
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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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Page 281 and 282: INDEPENDENT AUDITORS’ REPORT TO T
Page 283 and 284: BASIS OF PREPARATION These consolid
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Page 287 and 288: ACCOUNTING POLICIES (Continued) (v)
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Page 297 and 298: CONSOLIDATED INCOME STATEMENT FOR T
Page 299 and 300: CONSOLIDATED BALANCE SHEET AS AT 31
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NOTES TO THE CONSOLIDATED FINANCIAL
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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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