Ardagh Glass Finance plc - Irish Stock Exchange

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BASIS OF PREPARATION The unaudited consolidated interim financial information has been prepared in accordance with the accounting policies of the non-statutory consolidated financial statements of Ardagh Glass Holdings Limited as set out on pages F-9 to F-19. The accounting policies and methods of computations and presentations adopted in the preparation of the financial information are consistent with those applied in the non-statutory consolidated financial statements of Ardagh Glass Holdings Limited for the financial year ended 31 December 2008 as described in those financial statements. This unaudited consolidated interim financial information is not required to be prepared in accordance with International Accounting Standard IAS 34—‘‘Interim Financial Information’’, and consequently has not been prepared in accordance with IAS 34. This unaudited consolidated financial information does not represent statutory accounts within the meaning of Section 19 of the Companies (Amendment Act), 1986. Statutory accounts for Ardagh Glass Holdings Limited for the year ended 31st December 2008, upon which the auditors have given an unqualified audit report, have been filed with the Registrar of Companies. Ardagh Glass Holdings Limited was incorporated and registered in the Republic of Ireland as a private company on 5 August 2005. Its’ immediate parent is Ardagh Glass Group Holdings Limited. The ultimate parent company is Ardagh Glass Group plc. Adjustment to previously reported nine month results Net finance expense for the nine months ended September 30, 2009 includes an expense of A5.3 million. As part of the pay down of the Anglo Senior Secured Facility arising from the issuance of the 2009 Senior Secured notes, a portion of the Group’s interest rate swaps were no longer classified as hedging instruments. IFRS requires that any previous cumulative mark-to-market adjustments to the fair value of this derivative be removed from equity and charged directly to the Income Statement with no net impact on shareholder funds. This reclassification was not shown in the nine month results presented to Bondholders on November 17, 2009. Principal activities The Company was formed as a holding company for the Groups’ glass container manufacturing and engineering businesses. It is the Parent Guarantor for A175,000,000 8 7 ⁄8% Senior Notes due 2013 issued by Ardagh Glass Finance B.V., the 7.125% Senior Notes due 2017 and the 9.250% First Priority Senior Secured Notes due 2016 both issued by Ardagh Glass Finance plc. The Company’s Registered Office is: 4 Richview Office Park Clonskeagh Dublin 14 Ireland This unaudited consolidated interim financial information has been approved for issue by the Board of Directors on 11 January 2010 after the reclassification of the derivatives not recognised as hedging instruments. F-115
CONSOLIDATED INTERIM INCOME STATEMENT (Unaudited) Nine months ended Before Other income and Other income expenses and expense 30 September 30 September 30 September 30 September Note 2009 2009 2009 2008 E’000 E’000 E’000 E’000 Revenue ......................... 1 935,207 — 935,207 1,027,920 Cost of sales ...................... 2 (825,902) (2,048) (827,950) (886,886) Gross profit ...................... 109,305 (2,048) 107,257 141,034 Sales, general and administration expenses ....................... (47,094) — (47,094) (57,165) Other income and expense ............ 2 — (41,119) (41,119) (13,388) Operating profit ................... 62,211 (43,167) 19,044 70,481 Finance expense ................... 3 (71,043) (7,320) (78,363) (66,139) Finance income .................... 3 13,728 — 13,728 6,455 Share of profit of joint venture ......... 410 — 410 441 Profit/(loss) before tax ............... 5,306 (50,487) (45,181) 11,238 Income tax charge .................. (1,323) — (1,323) (1,593) Profit/(loss) for the period ............ 3,983 (50,487) (46,504) 9,645 Attributable to: Equity holders ..................... 4,082 (50,487) (46,405) 9,617 Minority interest ................... (99) — (99) 28 3,983 (50,487) (46,504) 9,645 The notes to the Unaudited Consolidated Interim Financial Information are an integral part of this Financial Information. F-116
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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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INDEPENDENT AUDITORS’ REPORT TO T
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BASIS OF PREPARATION These consolid
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Ardagh Glass Finance plc - Irish Stock Exchange

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