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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
- 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 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
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- 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
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- Page 97 and 98: glass container industry. Heye Inte
- Page 99 and 100: Board of Directors The following ta
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- 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
- Page 109 and 110: DESCRIPTION OF THE NOTES The defini
- Page 111 and 112: (b) rank senior in right of payment
- Page 113 and 114: etain Permitted Junior Securities a
- Page 115 and 116: under the Guarantee would cause the
- Page 117 and 118: of its Subsidiaries may act as payi
- Page 119 and 120: to obtain such receipts, the same a
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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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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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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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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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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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NOTES TO THE UNAUDITED CONSOLIDATED
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NOTES TO THE UNAUDITED CONSOLIDATED
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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