Ardagh Glass Finance plc - Irish Stock Exchange

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) 25. Business combination (Continued) business combinations accounting under IFRS 3. Thus, the consideration of A3,626,000 is held on the balance sheet as an investment at the year end. The company, based in Nienburg, Germany, supplies cold end inspection equipment to the international glass container industry. Heye International will integrate the acquired product portfolio with its existing range of hot and cold end equipment. 26. Related party transactions The following transactions were carried out with related parties: (a) Yeoman Capital SA As at 31 December 2007 Yeoman Capital SA owned 39.31% of the ordinary shares of Ardagh Glass Group plc. Three of Ardagh Glass Holding Ltd’s directors, Messrs. Coulson, Dowling and Baertz, also serve as directors of companies within the Yeoman Group of companies. During 2008, the Group incurred costs of A1,300,000 relating to fees charged by the Yeoman group of companies. (b) Key management compensation 2008 2007 E’000 E’000 Salaries and other short term employee benefits ............................. 5,320 3,805 Post employment benefits .............................................. 732 296 6,052 4,101 (c) Joint venture—Eura Glasrecycling GmbH As at 31 December 2008, the Group owed A926,000 (2007: A180,000) to Eura Glasrecycling GmbH. During 2008 the Group received dividends of Anil (2007: A100,000) from Eura Glasrecycling GmbH. (d) Ardagh Glass Group plc Ardagh Glass Group plc is the ultimate parent of the Group. There are no outstanding amounts at the year end between Ardagh Glass Group plc and any of its subsidiaries. (e) Pension scheme The pension schemes are related parties. For details of all transactions during the year please read Note 18 Retirement Benefit Obligations. 27. Events after the balance sheet date Subsequent to the balance sheet date, the Group has restructured its operating footprint to reflect efficiency gains that have been delivered from the acquisition of the glass packaging division of Rexam plc in 2007. In addition some short term temporary line closures have been implemented to maintain targeted stock levels. F-57
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) 28. Subsidiary undertakings and joint venture The principal subsidiary undertakings are detailed below, all of which are included in the Group financial statements. Portion of ordinary Country of shares held Company incorporation Activity % Subsidiary undertakings Ardagh Glass Denmark AS ................ Denmark Investment holding 100 Ardagh Glass Holmegaard AS .............. Denmark Glass container manufacture 100 Ardagh Glass GmbH .................... Germany Glass container manufacture 100 Ardagh Glass Holdings GmbH .............. Germany Investment holding 100 Heye Beteiligungs GmbH & Co KG .......... Germany Investment holding 100 Heye International GmbH ................. Germany Glass technology and manufacturing equipment 100 Schaumburger Formenbau GmbH ............ Germany Glass technology and manufacturing equipment 100 Schaumburger Formenbau Grundstűcksverwaltungs GmbH ............ Germany Property holding 100 Ardagh International Holdings Limited ........ Guernsey Investment holding 100 Ardagh Corporate Services Limited .......... Ireland Management services 100 Ardagh Glass Dublin Ltd ................. Ireland Finance company 100 Ardagh Glass Dublin Finance Ltd ............ Ireland Finance company 100 Ardagh Glass Finance plc ................. Ireland Finance company 100 Ardagh Glass Sales Limited ................ Ireland Sales company 100 Ardagh Treasury Limited .................. Ireland Treasury 100 Ardagh Glass S.r.l. ...................... Italy Glass container manufacture 100 Ardagh Glass Dongen B.V ................ Netherlands Glass container manufacture 100 Ardagh Glass Finance BV ................. Netherlands Finance company 100 Ardagh Glass Moerdijk B.V. ............... Netherlands Glass container manufacture 100 Ardagh Glass Netherlands B.V. ............. Netherlands Investment holding 100 Ardagh Glass Netherlands Finance B.V. ....... Netherlands Finance company 100 Ardagh Holdings BV .................... Netherlands Investment holding 100 Ardagh Glass Moss AS ................... Norway Sales company 100 Ardagh Glass Gostyn SA .................. Poland Glass container manufacture 100 Ardagh Glass Poland Sp Zoo ............... Poland Investment holding 100 Ardagh Glass Ujście SA .................. Poland Glass manufacture 100 Ardagh Glass Wyszkow SA ................ Poland Glass container manufacture 100 Fabryka Urządzeń Przemystowych Sp. z o.o. .... Poland Glass technology and manufacturing equipment 100 Heye Fabryka Form Szkłarskich Sp. z o.o. ...... Poland Glass technology and manufacturing equipment 51 Przedsiebiorstwo Produkcjno-Uslugowe Techform Sp. z o.o. .......................... Poland Glass technology and manufacturing equipment 97 Ardagh Glass Limmared AB ............... Sweden Glass container manufacture 100 Ardagh Glass Sweden AB ................. Sweden Investment holding 100 Ardagh Glass Sweden Finance AB ........... Sweden Finance company 100 Ardagh Glass (UK) Limited ................ United Kingdom Investment holding 100 Ardagh Glass Limited .................... United Kingdom Glass container manufacture 100 Ardagh Holdings (UK) Limited ............. United Kingdom Investment holding 100 Redfearn Glass Limited .................. United Kingdom Glass container manufacture 100 Joint venture Eura Glasrecycling GmbH & Co. KG ......... Germany Glass recycling 50 F-58
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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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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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Page 281 and 282: INDEPENDENT AUDITORS’ REPORT TO T
Page 283 and 284: BASIS OF PREPARATION These consolid
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Page 297 and 298: CONSOLIDATED INCOME STATEMENT FOR T
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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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