Ardagh Glass Finance plc - Irish Stock Exchange

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SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA OF ARDAGH The following table sets forth Ardagh’s summary financial data and other data for the periods ended and as at the dates indicated below. The historical financial data for the year 2007 do not fully reflect changes as a result of the Rexam Acquisition because this acquisition was consummated on June 21, 2007. The historical financial data presented in the following table for the year 2006 do not reflect changes as a result of the Rexam Acquisition. For a detailed discussion of the presentation of financial data, see ‘‘Presentation of Financial and Other Data’’. We have derived the summary consolidated financial data for the financial years ended and as at December 31, 2008, 2007 and 2006, from the audited non-statutory consolidated financial statements of Ardagh Glass Holdings Limited and its subsidiaries, included elsewhere in this Offering Memorandum. We have derived the summary unaudited consolidated interim financial data for the nine-month periods ended and as at September 30, 2009 and 2008, from the unaudited consolidated interim financial information of Ardagh Glass Holdings Limited and its subsidiaries, included elsewhere in this Offering Memorandum. The unaudited consolidated financial information for the twelve months ended and as at September 30, 2009 set forth below was derived by adding the consolidated financial data of Ardagh for the year ended December 31, 2008 to the consolidated financial data of Ardagh for the nine months ended September 30, 2009 and subtracting the consolidated financial data of Ardagh for the nine months ended September 30, 2008. The financial information for the twelve months ended and as at September 30, 2009 has been prepared for illustrative purposes only and is not necessarily representative of our results of operations for any future period or our financial condition at any future date. The financial statements contained herein were prepared in accordance with IFRS. The summary financial data and other data should be read in conjunction with ‘‘Selected Consolidated Financial and Other Data of Ardagh’’, ‘‘Operating and Financial Review and Prospects’’ and the financial statements and related notes included elsewhere in this Offering Memorandum. Historical results are not necessarily indicative of future expected results. In addition, our results for the nine-month period ended September 30, 2009, should not be regarded as indicative of our results expected for the year ending December 31, 2009. Although our audited non-statutory consolidated financial statements for the 2008 financial year present the financial condition and results of operations of the combined Ardagh and Rexam businesses, the audited non-statutory consolidated financial statements for the 2007 financial year reflect the effects of the Rexam Acquisition on our results of operations only partially, from the period of the Rexam Acquisition (June 21, 2007) to the end of the 2007 financial year. 11
Unaudited Nine months ended and as at Audited Consolidated Before other Twelve months Year ended and as at income and Other income ended and December 31, expense and expense as at September 30, September 30, September 30, September 30, September 30, 2008 2007* 2006 2009 2009 2009 2008 2009** (in E millions, except ratios and where indicated) Profit and Loss Account Data Revenues ........... 1,357.2 1,025.0 647.5 935.2 — 935.2 1,028.0 1,264.4 Cost of sales ........ (1,178.4) (887.6) (620.1) (825.9) (2.1) (828.0) (886.9) (1,119.5) IFRS non-cash stock adjustment ........ — (13.8)*** — — — — — — Gross profit .......... 178.8 123.6 27.4 109.3 (2.1) 107.2 141.1 144.9 Sales, general and administration expenses ......... (73.7) (57.6) (32.9) (47.1) — (47.1) (57.1) (63.7) Other income and expenses ......... (24.9) (8.9) 8.8 — (41.1) (41.1) (13.4) (52.6) Operating profit/(loss) . . . 80.2 57.1 3.3 62.2 (43.2) 19.0 70.6 28.6 Net finance expenses . . (84.0) (53.0) (26.4) (57.3) (7.3)**** (64.6) (59.7) (88.9) Share of profit of joint venture .......... 0.8 0.3 0.3 0.4 — 0.4 0.4 0.8 (Loss)/profit before tax . . (3.0) 4.4 (22.8) 5.3 (50.5) (45.2) 11.3 (59.5) Income tax credit/ (expense) ........ 6.5 0.2 6.2 (1.3) — (1.3) (1.6) 6.8 Profit/(loss) for the period 3.5 4.6 (16.6) 4.0 (50.5) (46.5) 9.7 (52.7) Balance Sheet Data Cash and cash equivalents 61.9 62.6 68.0 84.8 — 84.8 57.9 84.8 Working capital (1) ...... 281.1 230.2 105.1 289.8 — 289.8 302.9 289.8 Total assets .......... 1,342.9 1,400.8 621.8 1,349.9 — 1,349.9 1,438.7 1,349.9 Total borrowings (2) ...... 958.0 935.2 332.9 990.8 — 990.8 959.9 990.8 Total equity .......... 31.2 105.2 103.0 (13.5) — (13.5) 114.3 (13.5) Other Data Gross margin (3) ........ 13.2% 13.4% 4.2% 11.7% — 11.5% 13.7% 11.6% EBITDA (4) ........... 262.1 180.2 52.1 172.2 — 172.2 200.0 234.3 EBITDA margin (4) ..... 19.3% 17.6% 8.0% 18.4% — 18.4% 19.5% 18.5% Depreciation (5) ........ 157.0 100.4 57.6 110.0 2.1 112.1 116.0 153.1 Net interest costs (6) ..... 74.6 53.2 27.6 56.8 — 56.8 56.8 74.6 Capital expenditure ..... 128.8 99.4 32.6 75.8 — 75.8 93.5 111.1 Net borrowings (7) ...... 874.8 845.5 257.4 874.4 — 874.4 877.8 874.4 Ratio of net borrowings to EBITDA (4)(7) ........ 3.3x 4.7x 4.9x — — — — 3.7x Ratio of EBITDA to net interest costs (4)(6) ..... 3.5x 3.4x 1.9x 3.0x — 3.0x 3.5x 3.1x Pro Forma Data Pro forma net borrowings (8) ........ A880.9 Ratio of pro forma net borrowings to EBITDA (4)(8) ........ 3.8x Pro forma net interest costs (9) ............ A75.4 Ratio of EBITDA to pro forma net interest costs (4)(9) ........... 3.1x * The historical financial data for the year 2007 reflect the effects of the Rexam Acquisition only from June 21, 2007. 12
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 and 26: • be effectively subordinated to
Page 27: Use of Proceeds ................ Tr
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
Page 77 and 78: 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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