Ardagh Glass Finance plc - Irish Stock Exchange

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) 21. Share based payments (Continued) The fair value of options granted was measured by a Black-Scholes pricing model. The grant date fair value was determined by reference to recent transactions in the ordinary share capital of the company. The expected volatility rates applied were based upon the weighted average historical volatility of comparable companies over an equivalent period to the period from valuation dates to expected exit dates. The risk-free interest rates used were based upon Euro-denominated government bonds with similar lives. No dividend yield was included in the model as Ardagh had no history or expectation of regular dividend payments at the valuation dates. The table below shows the key numbers in relation to the share option schemes for both 2007 and 2006: 2007 2006 E’000 E’000 Income statement charge ............................................... 150 23 Charge to equity ...................................................... 150 23 On 15 June 2007, the scheme was modified such that all options vested immediately on date of modification. The options were exercised immediately and new shares in Ardagh Glass Group plc were issued and fully paid up. The modified scheme contains certain clauses that may require the holder of the issued shares to sell the shares back to the company should their employment terminate before certain requisite periods of service have elapsed. The outstanding share-based payment expense related to the 2006 grant was recognised immediately at the modification date. As there was no incremental fair value attaching to the modified share options no additional share-based payment expense has been recognised. 22. Minority interests 2007 2006 E’000 E’000 At 1 January ....................................................... 2,404 2,141 Purchase of minority interest in HSU ..................................... — (69) Dividends paid to minority interest in FFS ................................. (168) — Profit for the financial year ............................................ 367 332 At 31 December .................................................... 2,603 2,404 F-109
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) 23. Cash generated from operations 2007 2006 E’000 E’000 Profit/(loss) before tax ............................................. 4,381 (22,905) Adjustments: Depreciation and amortisation ....................................... 101,153 58,103 Amortisation of capital grants ....................................... (777) (470) Net Finance costs ................................................ 53,030 26,392 Profit on disposal of property, plant and equipment ........................ (150) (47) Impairment of property, plant and equipment ............................ — 1,909 Other ......................................................... — 211 Share of profit of joint venture ....................................... (340) (288) 157,297 62,905 Changes in working capital: Inventories ..................................................... 24,914 (7,453) Trade and other receivables ......................................... 20,866 (9,573) Trade and other payables ........................................... (32,603) 7,387 13,177 (9,639) Cash generated from operations ...................................... 170,474 53,266 24. Cash and cash equivalents 2007 2006 E’000 E’000 Cash at bank and in hand ............................................ 60,676 58,183 Restricted cash .................................................... 678 — Short term bank deposits ............................................ 1,280 9,840 62,634 68,023 The effective interest rate on short-term bank deposits was 4.78% (2006: 2.4%); these deposits have an average maturity of 30 days. F-110
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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 279 and 280: NOTES TO THE CONSOLIDATED FINANCIAL
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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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