Ardagh Glass Finance plc - Irish Stock Exchange

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NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL INFORMATION (Continued) 7. Cash generated from operations Nine months ended 30 September 30 September 2009 2008 E’000 E’000 (Loss)/profit before tax ....................................... (45,181) 11,238 Adjustments: Depreciation and amortisation .................................. 113,068 116,867 Amortisation of capital grants .................................. (874) (933) Net finance costs ........................................... 64,635 59,684 Other income and expense .................................... 41,119 13,388 Share of profit of joint venture ................................. (410) (441) Profit on disposal of property, plant and equipment .................. 51 289 172,408 200,092 Changes in working capital: Inventories ................................................ 39,586 (28,172) Trade and other receivables .................................... (34,220) (59,385) Trade and other payables ...................................... (8,776) 14,426 Movement on non working capital payables ........................ (1,770) (1,439) (5,180) (74,570) Cash generated from operations ................................ 167,228 125,522 8. Acquisition of Busch & Spreen GmbH in 2008 The acquisition account of Busch & Spreen has been completed in the third quarter of 2009. In December 2008 Heye International GmbH bought 100% of the share capital of Busch & Spreen GmbH. The Company, based in Nienburg, Germany, supplies cold end inspection equipment to the international glass container industry. Heye International GmbH will integrate the acquired product portfolio with its existing range of hot and cold end equipment. The transaction has been accounted for in accordance with IFRS 3 Business Combinations. F-125
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL INFORMATION (Continued) 8. Acquisition of Busch & Spreen GmbH in 2008 (Continued) A summary of the net assets acquired is set out below: Fair value Book value adjustments Fair value E’000 E’000 E’000 Buildings ............................................ 60 — 60 Property, plant and equipment ............................ 148 — 148 Intangible assets ...................................... 13 2,757 2,770 Inventories .......................................... 926 — 926 Trade and other receivables .............................. 677 — 677 Cash ............................................... 379 — 379 Total assets acquired ................................... 2,203 2,757 4,960 Trade and other payables ................................ (859) — (859) Provisions for liabilities and charges ........................ (475) — (475) Net assets ........................................... 869 2,757 3,626 Consideration: Cost Busch & Spreen ................................... (3,429) Acquisition expenses ................................... (197) (3,626) 9. Related Party Transactions The following transactions were carried out with related parties: (a) Yeoman Capital S.A. As at 30 September 2009 Yeoman Capital S.A. owned 39.31% of the ordinary shares of Ardagh Glass Group plc. Three of Ardagh Glass Holding Ltd’s directors, Messrs. Coulson, Dowling and Baertz, also serve as directors of companies within the Yeoman Group of companies. (b) Key management compensation Nine months ended 30 September 30 September 2009 2008 E’000 E’000 Salaries and other short term employee benefits ..................... 3,902 3,173 Post employment benefits ..................................... 645 328 4,547 3,501 (c) Joint venture—Eura Glasrecycling GmbH As at 30 September 2009, the Group owed A685,096 (2008: A0) to Eura Glas Recycling GmbH. F-126
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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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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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Page 351: F180,000,000 Ardagh Glass Finance p
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Ardagh Glass Finance plc - Irish Stock Exchange

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