Ardagh Glass Finance plc - Irish Stock Exchange

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Optional Redemption ............ Restrictive Covenants ............ Transfer Restrictions ............. • be subject to certain restrictions on enforcement, including a standstill period of up to 179 days following an event of default under designated senior debt. The obligations under the Subsidiary Guarantees will not become due during this standstill period. See ‘‘Description of the Notes—Ranking of the Notes and the Guarantees; Subordination’’. At any time prior to February 1, 2015, the Issuer may redeem the Senior Notes at 100% of their principal amount plus accrued and unpaid interest, if any, and any other amounts payable thereon, to the dates of redemption, plus the Applicable Redemption Premium, as defined under ‘‘Description of the Notes—Optional Redemption—Optional Redemption prior to February 1, 2015’’. At any time on or after February 1, 2015, the Issuer may also redeem all or part of the Senior Notes at the redemption prices listed under ‘‘Description of the Notes—Optional Redemption—Optional Redemption on or after February 1, 2015’’. At any time prior to February 1, 2013, the Issuer may redeem up to 35% of the aggregate principal amount of Senior Notes with the net cash proceeds of certain equity offerings at the redemption price listed under ‘‘Description of the Notes— Optional Redemption—Optional Redemption prior to February 1, 2013 upon Public Equity Offering’’. For a more detailed description, see ‘‘Description of the Notes—Optional Redemption’’. The Indenture will contain covenants that restrict the ability of the Parent Guarantor and its Restricted Subsidiaries to: • incur more debt; • pay dividends, repurchase stock, and make distributions of certain other payments; • create liens; • enter into sale and leaseback transactions; • enter into transactions with affiliates; and • transfer or sell assets. For a more detailed description of these covenants, see ‘‘Description of the Notes—Certain Covenants’’. These covenants are subject to a number of important qualifications and exceptions. We have not registered the Senior Notes or the related Guarantees under the U.S. Securities Act. You may only offer or sell Notes in a transaction exempt from or not subject to the registration requirements of the U.S. Securities Act. See ‘‘Notice to Investors’’. 9
Use of Proceeds ................ Trustee ....................... Principal Paying Agent, Custodian and Transfer Agent .............. Irish Stock Exchange Listing Agent . . Listing ....................... Governing Law ................. Risk Factors ................... The net proceeds from the issuance and sale of the Senior Notes will be used, together with cash on hand, to redeem all of the outstanding 2003 Notes (including principal amount, accrued interest to the date of redemption and the applicable redemption premium). The Bank of New York Mellon. The Bank of New York Mellon. Davy. Application has been made for listing particulars to be approved by the Irish Stock Exchange and 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. The Senior Notes and the Indenture will be governed by the laws of the state of New York. Investing in the Senior Notes involves risks. You should carefully consider the information under the caption ‘‘Risk Factors’’ and the other information included in this Offering Memorandum before deciding whether to invest in the Senior Notes. 10
Page 1 and 2: OFFERING MEMORANDUM—LISTING PARTI
Page 3 and 4: IMPORTANT INFORMATION This Offering
Page 5 and 6: NOTICE TO EEA INVESTORS This Offeri
Page 7 and 8: NOTES ON DEFINED TERMS USED IN THIS
Page 9 and 10: PRESENTATION OF FINANCIAL AND OTHER
Page 11 and 12: The 2007 Pro Forma Financial Inform
Page 13 and 14: EXCHANGE RATES Exchange Rate Betwee
Page 15 and 16: Exchange Rate Between the Euro and
Page 17 and 18: Exchange Rate Between the Euro and
Page 19 and 20: Ardagh Glass Engineering Ardagh Gla
Page 21 and 22: • Continue to Apply Advanced Tech
Page 23 and 24: As at September 30, 2009, after giv
Page 25: • be effectively subordinated to
Page 29 and 30: Unaudited Nine months ended and as
Page 31 and 32: The reconciliation of operating pro
Page 33 and 34: Our credit facilities contain finan
Page 35 and 36: Facility, causing all the debt unde
Page 37 and 38: An active trading market may not de
Page 39 and 40: its hedging arrangements. As at Sep
Page 41 and 42: • issued such Guarantee in a situ
Page 43 and 44: will continue to be preferred by ou
Page 45 and 46: We are subject to various environme
Page 47 and 48: Changes in laws and regulations rel
Page 49 and 50: the twelve months ended September 3
Page 51 and 52: Coulson is Chairman of the board of
Page 53 and 54: CAPITALIZATION The following table
Page 55 and 56: Unaudited Nine months ended and as
Page 57 and 58: UNAUDITED SUPPLEMENTAL INFORMATION
Page 59 and 60: OPERATING AND FINANCIAL REVIEW AND
Page 61 and 62: Acquisition of Busch and Spreen. In
Page 63 and 64: Goodwill Goodwill represents the ex
Page 65 and 66: Operating Profit Excluding other in
Page 67 and 68: Audited Pro forma Year ended Decemb
Page 69 and 70: major drivers of the rise in gross
Page 71 and 72: Operating Results The significant i
Page 73 and 74: Historical Development The followin
Page 75 and 76: 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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In cases of non-compliance with or
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Recognition of Judgments in Civil a
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LISTING AND GENERAL INFORMATION 1.
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15. The consolidated non-statutory
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Place of Registration and Registrat
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Place of Registration and Registrat
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CONSOLIDATED NON-STATUTORY FINANCIA
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STATEMENT OF DIRECTORS’ RESPONSIB
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BASIS OF PREPARATION (Continued) su
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BASIS OF PREPARATION (Continued) In
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ACCOUNTING POLICIES (Continued) (v)
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ACCOUNTING POLICIES (Continued) INV
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ACCOUNTING POLICIES (Continued) to
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ACCOUNTING POLICIES (Continued) fin
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ACCOUNTING POLICIES (Continued) (ii
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CONSOLIDATED INCOME STATEMENT FOR T
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CONSOLIDATED BALANCE SHEET AS AT 31
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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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