Ardagh Glass Finance plc - Irish Stock Exchange

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on dividends and other distributions from its subsidiaries. The Subsidiary Guarantors are either intermediate holding companies or operating subsidiaries of the Parent Guarantor. The Senior Notes and the Guarantees will be unsecured and the claims of secured creditors will have priority. The Senior Notes and the Guarantees will be unsecured obligations of the Issuer and the Guarantors, respectively. Debt under the 2009 Notes, the Amended and Restated Anglo Irish Senior Secured Credit Facility and various of our other facilities are secured by liens on the property and assets of material operating subsidiaries of the Parent Guarantor, as well as shares held by the Parent Guarantor in its material operating subsidiaries. In addition, subject to the restrictions in our senior secured credit facilities, in the Indenture and in other outstanding debt, we may be able to incur substantial additional secured debt. The secured creditors of the Issuer and the Guarantors will have priority over the assets securing their debt. In the event that any of such secured debt becomes due or a secured lender proceeds against the assets that secure the debt, the assets would be available to satisfy obligations under the secured debt before any payment would be made on the Senior Notes or under any of the Guarantees. Any assets remaining after repayment of our secured debt may not be sufficient to repay all amounts owing under the Senior Notes. As at September 30, 2009, on a pro forma basis, after giving effect to the issuance of the Senior Notes and the application of the net proceeds of this offering as described under ‘‘Use of Proceeds’’, the Parent Guarantor and the Subsidiary Guarantors would have had A505.6 million of secured debt outstanding. Enforcing your rights as a noteholder or under the Guarantees across multiple jurisdictions may prove difficult. The Senior Notes will be issued by the Issuer, a company which is incorporated under the laws of Ireland, and will be guaranteed by the Parent Guarantor, which is incorporated under the laws of Ireland, and the Subsidiary Guarantors, each of which is incorporated under the laws of one of Ireland, Germany, the United Kingdom, Denmark, Sweden, The Netherlands, Poland, Guernsey or Italy. In the event of a bankruptcy, insolvency or similar event, proceedings could be initiated in Ireland, Germany, the United Kingdom, Denmark, Sweden, The Netherlands, Poland, Guernsey or Italy. Such multijurisdictional proceedings are likely to be complex and costly for creditors and otherwise may result in greater uncertainty and delay regarding the enforcement of your rights. Your rights under the Senior Notes and the Guarantors’ Guarantees will be subject to the insolvency and administrative laws of several jurisdictions and there can be no assurance that you will be able to effectively enforce your rights in such complex, multiple bankruptcy, insolvency or similar proceedings. In addition, the bankruptcy, insolvency, administrative and other laws of the Issuer’s and the Guarantors’ jurisdictions of organization may be materially different from, or in conflict with, each other and those of the United States, including in the areas of rights of creditors, priority of governmental and other creditors, ability to obtain post-petition interest and duration of the proceeding. The application of these laws, or any conflict among them, could call into question whether any particular jurisdiction’s law should apply, adversely affect your ability to enforce your rights under the Senior Notes and the Guarantees in these jurisdictions or limit any amounts that you may receive. See ‘‘Limitations on Validity and Enforceability of the Guarantees’’. The laws of certain of the jurisdictions in which the Subsidiary Guarantors are organized limit the ability of these subsidiaries to guarantee debt of a sister company. See ‘‘—Risks Associated with the Guarantees—Corporate benefit, capital maintenance laws and other limitations on the Guarantees may adversely affect the validity and enforceability of the Guarantees’’. 19
An active trading market may not develop for the Senior Notes. The Senior Notes are new securities for which there is currently no existing market. Although we have made an application to list the Senior Notes on the Global Exchange Market of the Irish Stock Exchange, we cannot assure you that the Senior Notes will become or will remain listed. We cannot assure you as to the liquidity of any market that may develop for the Senior Notes, the ability of holders of the Senior Notes to sell them or the price at which the holders of the Senior Notes may be able to sell them. The liquidity of any market for the Senior Notes will depend on the number of holders of the Senior Notes, prevailing interest rates, the market for similar securities and other factors, including general economic conditions and our own financial condition, performance and prospects, as well as recommendations by securities analysts. Historically, the market for non-investment grade debt, such as the Senior Notes, has been subject to disruptions that have caused substantial price volatility. We cannot assure you that if a market for the Senior Notes were to develop, such a market would not be subject to similar disruptions. We have been informed by the initial purchasers that Citigroup Global Markets Limited intends to make a market for the Senior Notes after the offering is completed. However, Citigroup Global Markets Limited is not obligated to do so and may cease its market making activity at any time without notice. In addition, such market making activity will be subject to limitations imposed by the U.S. Securities Act and other applicable laws and regulations. As a result, we cannot assure you that an active trading market for the Senior Notes will develop or, if one does develop, that it will be maintained. The Senior Notes are subject to restrictions on transfer. The Senior Notes have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws. You may not offer the Senior Notes in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws, or pursuant to an effective registration statement. We have not undertaken to register the Senior Notes or to effect any exchange offer for the Senior Notes in the future. Furthermore, we have not registered the Senior Notes under any other country’s securities laws. It is your obligation to ensure that your offers and sales of the Senior Notes within the United States and other countries comply with applicable securities laws. See ‘‘Notice to Investors’’. Certain considerations relating to book-entry interests. Unless and until Notes in definitive registered form, or definitive registered notes, are issued in exchange for book-entry interests, owners of book-entry interests will not be considered owners or holders of Senior Notes. The common depositary for Euroclear and Clearstream Banking (or its nominee) will be the sole holder of the global notes representing the Senior Notes. After payment to the common depositary, we will have no responsibility or liability for the payment of interest, principal or other amounts to the owners of book-entry interests. Accordingly, if you own a book-entry interest, you must rely on the procedures of Euroclear or Clearstream Banking, as applicable, and if you are not a participant in Euroclear or Clearstream Banking, on the procedures of the participant through which you own your interest, to exercise any rights and obligations of a holder under the Indenture. See ‘‘Book-Entry; Delivery and Form’’. Unlike the holders of the Senior Notes themselves, owners of book-entry interests will not have the direct right to act upon our solicitations for consents, requests for waivers or other actions from holders of the Senior Notes. Instead, if you own a book-entry interest, you will be permitted to act only to the extent you have received appropriate proxies to do so from Euroclear or Clearstream Banking. There can be no assurance that procedures implemented for the granting of such proxies will be sufficient to enable you to vote on any request actions on a timely basis. Similarly, upon the occurrence of an event of default under the Indenture, unless and until definitive registered notes are issued in respect of all book-entry interests, if you own a book-entry 20
Page 1 and 2: OFFERING MEMORANDUM—LISTING PARTI
Page 3 and 4: IMPORTANT INFORMATION This Offering
Page 5 and 6: NOTICE TO EEA INVESTORS This Offeri
Page 7 and 8: NOTES ON DEFINED TERMS USED IN THIS
Page 9 and 10: PRESENTATION OF FINANCIAL AND OTHER
Page 11 and 12: The 2007 Pro Forma Financial Inform
Page 13 and 14: EXCHANGE RATES Exchange Rate Betwee
Page 15 and 16: Exchange Rate Between the Euro and
Page 17 and 18: Exchange Rate Between the Euro and
Page 19 and 20: Ardagh Glass Engineering Ardagh Gla
Page 21 and 22: • Continue to Apply Advanced Tech
Page 23 and 24: As at September 30, 2009, after giv
Page 25 and 26: • be effectively subordinated to
Page 27 and 28: Use of Proceeds ................ Tr
Page 29 and 30: Unaudited Nine months ended and as
Page 31 and 32: The reconciliation of operating pro
Page 33 and 34: Our credit facilities contain finan
Page 35: Facility, causing all the debt unde
Page 39 and 40: its hedging arrangements. As at Sep
Page 41 and 42: • issued such Guarantee in a situ
Page 43 and 44: will continue to be preferred by ou
Page 45 and 46: We are subject to various environme
Page 47 and 48: Changes in laws and regulations rel
Page 49 and 50: the twelve months ended September 3
Page 51 and 52: Coulson is Chairman of the board of
Page 53 and 54: CAPITALIZATION The following table
Page 55 and 56: Unaudited Nine months ended and as
Page 57 and 58: UNAUDITED SUPPLEMENTAL INFORMATION
Page 59 and 60: OPERATING AND FINANCIAL REVIEW AND
Page 61 and 62: Acquisition of Busch and Spreen. In
Page 63 and 64: Goodwill Goodwill represents the ex
Page 65 and 66: Operating Profit Excluding other in
Page 67 and 68: Audited Pro forma Year ended Decemb
Page 69 and 70: major drivers of the rise in gross
Page 71 and 72: Operating Results The significant i
Page 73 and 74: Historical Development The followin
Page 75 and 76: External Financings The following t
Page 77 and 78: Derivative transactions are only un
Page 79 and 80: Beverages, Diageo, and Nestlé. Ard
Page 81 and 82: has consistently focused on decreas
Page 83 and 84: The following table shows certain p
Page 85 and 86: 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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ACCOUNTING POLICIES (Continued) bal
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CONSOLIDATED INCOME STATEMENT FOR T
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CONSOLIDATED BALANCE SHEET AS AT 31
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INTERIM UNAUDITED NON-STATUTORY GRO
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CONSOLIDATED INTERIM INCOME STATEME
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CONSOLIDATED INTERIM BALANCE SHEET
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NOTES TO THE UNAUDITED CONSOLIDATED
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Page 349 and 350:
ISSUER Ardagh Glass Finance plc 4 R
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F180,000,000 Ardagh Glass Finance p
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Ardagh Glass Finance plc - Irish Stock Exchange

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