Ardagh Glass Finance plc - Irish Stock Exchange

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) 1. Critical accounting estimates and judgements (Continued) (f) Establishing lives for depreciation purposes of property, plant and equipment Long-lived assets, consisting primarily of property, plant and equipment, comprise a significant portion of the total assets. The annual depreciation charge depends primarily on the estimated lives of each type of asset and, in certain circumstances, estimates of fair values and residual values. The directors regularly review these asset lives and change them as necessary to reflect current thinking on remaining lives in light of technological change, prospective economic utilisation and physical condition of the assets concerned. Changes in asset lives can have a significant impact on depreciation and amortisation charges for the period. It is not practical to quantify the impact of changes in asset lives on an overall basis, as asset lives are individually determined and there are a significant number of asset lives in use. Details of the useful lives is included in the accounting policy. The impact of any change would vary significantly depending on the individual changes in assets and the classes of assets impacted. (g) Share-based payments The determination of the fair value of awards under the stock option plan involves the use of judgements and estimates. The fair value has been estimated using the Black-Scholes option pricing model in accordance with the judgemental assumptions set out in Note 21. (h) Business combinations Goodwill only arises in business combinations. The amount of goodwill initially recognised is dependent on the allocation of the purchase price to the fair value of the identifiable assets acquired and the liabilities assumed. The determination of the fair value of the assets and liabilities is based, to a considerable extent, on management’s judgement. Allocation of the purchase price affects the results of the Group as finite lived intangible assets are amortised, whereas indefinite lived intangible assets, including goodwill, are not amortised and could result in differing amortisation charges based on the allocation to indefinite lived and finite lived intangible assets. Critical judgements in applying the entity’s accounting policies Revenue recognition The Group has recognised revenue amounting to A1,025.0 million for sales of goods during 2007. Customers have the right to rescind the sale if the goods are damaged. The Group believes that, based on past experience, the rate of customer returns is less than 1% of revenue and it is therefore appropriate to recognise all revenue net of returns. Pensions The Group has made certain judgements relating to mortality. Please refer to Note 18. F-81
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) 2. Segmental analysis Primary reporting format—geographic segments At 31 December 2007, the Group is organised into three main geographic segments: (1) Eurozone (2) United Kingdom; and (3) Other During 2006 the primary segments were analysed on a business segment basis. However, with the acquisition in 2007 of Rexam plc’s Glass Division, the business is now shown on a geographic segment basis and the figures for 2006 have been restated. The segment results for the year ended 31 December 2007 are as follows: United Eurozone Kingdom Other Unallocated Total E’000 E’000 E’000 E’000 E’000 Total gross segment revenue ............... 461,306 408,915 165,703 — 1,035,924 Inter-segment revenue .................... (7,599) (2,102) (1,249) — (10,950) Revenue .............................. 453,707 406,813 164,454 — 1,024,974 Operating profit ........................ 16,823 38,552 9,891 (8,195) 57,071 Finance expense (Note 6) ................. (69,677) Finance income ........................ 16,647 Share of profit of joint venture ............. 340 340 Profit before income tax .................. 4,381 Income tax ............................ 195 Profit for the year ....................... 4,576 The segment results for the year ended 31 December 2006 are as follows: Restated Restated United Restated Restated Restated Eurozone Kingdom Other Unallocated Total E’000 E’000 E’000 E’000 E’000 Total gross segment revenue ................. 202,075 405,362 41,418 — 648,855 Inter-segment revenue ..................... (1,399) — — — (1,399) Revenue ............................... 200,676 405,362 41,418 — 647,456 Operating profit .......................... 10,664 (6,041) 3,170 (4,594) 3,199 Finance expense (Note 6) ................... (37,789) Finance income .......................... 11,397 Share of profit of joint venture ............... 288 288 Loss before income tax ..................... (22,905) Income tax .............................. 6,170 Loss for the year ......................... (16,735) F-82
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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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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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Page 251 and 252: NOTES TO THE CONSOLIDATED FINANCIAL
Page 281 and 282: INDEPENDENT AUDITORS’ REPORT TO T
Page 283 and 284: BASIS OF PREPARATION These consolid
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Page 293 and 294: ACCOUNTING POLICIES (Continued) The
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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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Page 335 and 336: INTERIM UNAUDITED NON-STATUTORY GRO
Page 337 and 338: CONSOLIDATED INTERIM INCOME STATEME
Page 339 and 340: CONSOLIDATED INTERIM BALANCE SHEET
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Page 349 and 350: ISSUER Ardagh Glass Finance plc 4 R
Page 351: F180,000,000 Ardagh Glass Finance p
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Ardagh Glass Finance plc - Irish Stock Exchange

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