Ardagh Glass Finance plc - Irish Stock Exchange

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) 8. Goodwill and intangible assets (Continued) business combination is assimilated. The groupings represent the lowest level at which the related goodwill is monitored for internal management purposes and are not larger than the primary and secondary segments determined in accordance with IAS 14 Segment Reporting. A total of 7 groups (2006: 4) of cash-generating units have been identified and a segment-level summary of the goodwill allocation is presented below: 2007 2006 E’000 E’000 Eurozone—Glass Manufacturing ....................................... 14,860 8,816 United Kingdom—Glass Manufacturing .................................. 46,010 46,010 Other—Glass Manufacturing .......................................... 3,706 — 64,576 54,826 Impairment tests for goodwill The recoverable amount of a CGU is determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets approved by management covering a five-year period. No growth rate has been assumed beyond the five-year period. The terminal value is estimated based on capitalising the year 6 cashflows in perpetuity. The discount rate used was 15%. This rate is pre-tax and reflects specific risks relating to the relevant business segment. These assumptions have been used for the analysis of each CGU within each business segment. Management determined budgeted cash-flows based on past performance and its expectations for the market development. Key assumptions include management’s estimates of future profitability, replacement capital expenditure requirements, trade working capital investment needs, tax considerations and discount rates. The values applied to each of the key assumptions are derived from a combination of internal and external factors based on historical experience and take into account the stability of cash flows typically associated with these groups of CGUs. Of the total goodwill allocated to each of the groups of CGUs, 1 unit accounts for between 71% of the total carrying amount of A64.6 million and is shown below. All other units account individually for less than 15% of the total carrying amount and are not regarded as individually significant. The additional disclosures required under IAS 36 Impairment of Assets in relation to significant goodwill amounts arising in the 1 group of CGUs are as follows: UK Carrying amount of goodwill ............................................ 46,010 Basis of recoverable amount ............................................ Value in use Discount rate applied ................................................. 15% Excess of value-in-use ................................................. 168,036 Given the magnitude of the excess of value-in-use over the recoverable amount in the UK CGU Group detailed above and the absence of any reasonably possible changes in key assumptions employed, the additional disclosures in IAS 36 pertaining to sensitivity of the value-in use computations are not warranted. F-89
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) 9. Property, plant and equipment Office Land and Plant and Long-life equipment buildings machinery moulds and vehicles Total E’000 E’000 E’000 E’000 E’000 Cost At 1 January 2006 ...................... 121,317 462,073 30,813 9,956 624,159 Additions ............................ 1,193 21,262 8,787 1,218 32,460 Disposals ............................ (16) (514) (8,742) (450) (9,722) Transfers ............................. — 1,115 70 (1,185) — Exchange movement .................... 2,040 8,833 496 170 11,539 At 31 December 2006 ................... 124,534 492,769 31,424 9,709 658,436 Depreciation At 1 January 2006 ...................... (28,468) (300,124) (12,696) (7,022) (348,310) Charge for the year ..................... (3,722) (39,393) (13,413) (1,378) (57,906) Disposals ............................ 16 178 8,608 345 9,147 Transfers ............................. — (1,310) 103 1,207 — Impairment ........................... — (409) (1,493) (7) (1,909) Exchange movement .................... (468) (7,225) (249) 883 (7,059) At 31 December 2006 ................... (32,642) (348,283) (19,140) (5,972) (406,037) Net book value At 31 December 2006 ................... 91,892 144,486 12,284 3,737 252,399 Cost At 1 January 2007 ...................... 124,534 492,769 31,424 9,709 658,436 Acquisitions .......................... 241,747 306,186 10,046 25,588 583,567 Additions ............................ 6,780 60,045 24,602 7,769 99,196 Disposals ............................ (270) (17,553) (8,736) (4,892) (31,451) Transfers ............................. 947 (1,171) — 224 — Exchange movement .................... (7,399) (30,277) (2,236) (540) (40,452) At 31 December 2007 ................... 366,339 809,999 55,100 37,858 1,269,296 Depreciation At 1 January 2007 ...................... (32,642) (348,283) (19,140) (5,972) (406,037) Charge for the year ..................... (9,792) (65,614) (17,651) (5,039) (98,096) Disposals ............................ 266 15,156 8,526 4,237 28,185 Transfers ............................. — 128 — (128) — Exchange movement .................... 1,665 21,533 991 420 24,609 At 31 December 2007 ................... (40,503) (377,080) (27,274) (6,482) (451,339) Net book value At 31 December 2007 ................... 325,836 432,919 27,826 31,376 817,957 Depreciation expense of A96,164,000 (2006: A57,074,000) has been charged in cost of sales and A1,932,000 (2006:A 832,280) in sales, general and administrations expenses. F-90
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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 259 and 260: NOTES TO THE CONSOLIDATED FINANCIAL
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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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