Ardagh Glass Finance plc - Irish Stock Exchange

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The following table lists the Subsidiary Guarantors by country or geographic region. The Nordic Ireland Germany United Kingdom Region The Netherlands Poland Italy Guernsey Ardagh Treasury Heye Beteiligungs Ardagh Glass Ardagh Glass Ardagh Glass Ardagh Glass Ardagh Glass SrL Enville Limited Limited GmbH & Co. KG Limited Denmark ApS Netherlands B.V. Ujscie SA 41 Ardagh Ardagh Glass GmbH Ardagh Glass Ardagh Glass Ardagh Glass Ardagh Glass Corporate (UK) Limited Holmegaard AS Netherlands Gostyn SA Services Limited Ardagh Glass Finance B.V. Holding GmbH Ardagh Holdings Ardagh Glass Ardagh Glass Ardagh Glass (UK) Limited Sweden AB Ardagh Glass Wyszkow SA Sales Limited Heye International Finance B.V. GmbH Ardagh Glass Sweden Finance Schaumburger AB Formenbau GmbH Ardagh Glass Limmared AB
OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion should be read together with, and is qualified in its entirety by reference to, our audited non-statutory consolidated financial statements for the three-year period 2006-2008 and the unaudited consolidated interim financial information for the nine-month periods ended September 30, 2009 and 2008, in each case including the related notes thereto, included in this Offering Memorandum, beginning on page F-1. The following discussion should also be read in conjunction with ‘‘Presentation of Financial and Other Data’’ and ‘‘Selected Consolidated Financial and Other Data of Ardagh’’. Except for the historical information contained herein, the discussions in this section contain forward looking statements that reflect Ardagh’s plans, estimates and beliefs and involve risks and uncertainties. Our actual results could differ materially from those discussed in these forward looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this Offering Memorandum, particularly in ‘‘Risk Factors’’ and ‘‘Forward-Looking Statements’’. This Offering Memorandum contains the 2007 Pro Forma Financial Information. The 2007 Pro Forma Financial Information is based on the historical consolidated financial statements of Ardagh for the fiscal year ended December 31, 2007, aggregated with the historical combined unaudited financial statements of Rexam for the period from January 1, 2007 to June 21, 2007 and gives effect to the Rexam Acquisition as if it was completed on January 1, 2007. The 2007 Pro Forma Financial Information is not necessarily indicative of what actual results of operations of Ardagh would have been assuming the Rexam Acquisition had been consummated at the beginning of January 1, 2007, nor does it purport to represent the results of operations for future periods. Some of the measures used in this Offering Memorandum are not measurements of financial performance under IFRS and should not be considered an alternative to cash flow from operating activities as a measure of liquidity or an alternative to operating profit/(loss) or profit/(loss) for the period as indicators of our operating performance or any other measures of performance derived in accordance with IFRS. Overview Ardagh is one of the leading suppliers of glass packaging to the food and beverage sectors in Europe. The business has manufacturing operations in Germany, the United Kingdom, Poland, The Netherlands, Sweden, Denmark and Italy. In addition, Ardagh’s new division Ardagh Glass Engineering provides technology, engineering and mould manufacturing activities. Ardagh operates 20 glass plants with 40 glass furnaces and 101 production lines in seven countries. In 2009, the aggregate production of Ardagh’s glass container businesses was approximately 2.9 million tonnes. For the year ended December 31, 2009, Ardagh had an approximate one-third share of the Northern European glass container production by volume and an approximate 16% share of the total European glass container production by volume, based on management estimates. Ardagh has pursued an acquisition strategy of careful evaluation, selection and pursuit of strategic opportunities. During the periods under review, Ardagh has completed a number of acquisitions which affect results from period to period. See ‘‘Business—The Rexam Acquisition’’ and ‘‘Business—History and Development of the Ardagh Glass Group’’. Ardagh generates its revenues principally from its glass container manufacturing business and its glass technology and manufacturing equipment business. Revenues are principally dependent on sales volumes and sales prices. Sales volumes are affected by a number of factors, including factors impacting customer demand, seasonality and the capacity of Ardagh’s plants. Demand for glass containers may be influenced by trends in consumption of beverages, industry trends in packaging, including marketing decisions, and the impact of environmental regulations. The beverage industry is seasonal in nature, with demand 42
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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
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 and 36: Facility, causing all the debt unde
Page 37 and 38: An active trading market may not de
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: UNAUDITED SUPPLEMENTAL INFORMATION
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
Page 87 and 88: Key competitors by material type: P
Page 89 and 90: period. This agreement supersedes a
Page 91 and 92: Intellectual Property Glass Contain
Page 93 and 94: Asbestos is present, or may be pres
Page 95 and 96: facilities are well maintained and
Page 97 and 98: glass container industry. Heye Inte
Page 99 and 100: Board of Directors The following ta
Page 101 and 102: Internal Control and Risk Managemen
Page 103 and 104: DESCRIPTION OF OTHER INDEBTEDNESS T
Page 105 and 106: Under the Intercreditor Agreement,
Page 107 and 108: 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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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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