Ardagh Glass Finance plc - Irish Stock Exchange

• issued such Guarantee in a situation where a prudent businessman as a shareholder of such
Guarantor would have contributed equity to such Guarantor; or
• received less than reasonably equivalent value for incurring the debt represented by the
Guarantee on the basis that the Guarantee was incurred for our benefit, and only indirectly the
Guarantor’s benefit, or some other basis and (1) was insolvent or rendered insolvent by reason
of the issuance of the Guarantee, or subsequently became insolvent for other reasons; (2) was
engaged, or about to engage, in a business transaction for which the Guarantor’s assets were
unreasonably small; or (3) intended to incur, or believed it would incur, debts beyond its ability
to make required payments as and when they would become due.
Different jurisdictions evaluate insolvency on various criteria, but a Guarantor generally may, in
different jurisdictions, be considered insolvent at the time it issued a Guarantee if:
• its liabilities exceed the fair market value of its assets;
• it cannot pay its debts as and when they become due; and/or
• the present saleable value of its assets is less than the amount required to pay its total existing
debts and liabilities, including contingent and prospective liabilities, as they mature or become
absolute.
Although we believe that we are solvent, and will be so after giving effect to the offering of the
Senior Notes, there can be no assurance which standard a court would apply in determining whether a
Guarantor was ‘‘insolvent’’ as of the date the Guarantees were issued or that, regardless of the method
of valuation, a court would not determine that a Guarantor was insolvent on that date, or that a court
would not determine, regardless of whether or not a Guarantor was insolvent on the date its Guarantee
was issued, that payments to holders of the Senior Notes constituted fraudulent transfers on other
grounds.
For an overview of the enforceability issues as they relate to the Guarantees, see ‘‘Limitations on
Validity and Enforceability of Guarantees’’.
We do not present separate financial statements for each Subsidiary Guarantor.
We have not presented in this Offering Memorandum separate financial statements for each
Subsidiary Guarantor, and we are not required to do so in the future under the Indenture.
Risks Relating to Our Business
Our primary direct customers sell to consumers of food and beverages, pharmaceuticals, toiletries and
healthcare products. If economic conditions affect consumer demand our customers may be affected and
so reduce the demand for our products.
The weakening of consumer confidence, declining income and asset values in many areas and
other adverse factors related to the current weak global economic conditions have resulted, and may
continue to result, in reduced spending on our customers’ products and, thereby, reduced or postponed
demand for our products.
The global financial crisis has also led to more limited availability of credit which may have a
negative impact on the financial condition, and in particular on the purchasing ability, of some of our
customers and distributors and may also result in requests for extended payment terms, and result in
credit losses, insolvencies, and diminished sales channels available to us. Our suppliers may have
difficulties obtaining necessary credit, which could jeopardize their ability to provide timely deliveries of
raw materials and other essentials to us. The current credit environment may also lead to suppliers
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