Ardagh Glass Finance plc - Irish Stock Exchange

PRESENTATION OF FINANCIAL AND OTHER DATA
Issuer
Ardagh Glass Finance plc, the Issuer, is a direct, wholly owned subsidiary of Ardagh Glass
Holdings Limited, the Parent Guarantor. The Issuer was incorporated and registered in the Republic of
Ireland as a public limited company on March 1, 2007 and is a finance company that has not engaged
in any activities other than the issuance of the 2007 Notes and the 2009 Notes, the granting of a
guarantee of the Amended and Restated Anglo Irish Senior Secured Credit Facility and the making of
certain intercompany loans.
Ardagh Glass Holdings Limited
Ardagh Glass Holdings Limited was incorporated and registered in the Republic of Ireland as a
limited liability company on August 5, 2005. As a result of a Group restructuring effective
November 18, 2005, Ardagh Glass Holdings Limited acquired 100% of the ordinary shares of Ardagh
International Holdings Limited from Ardagh Glass Limited. Through its acquisition of Ardagh
International Holdings Limited, Ardagh Glass Holdings Limited acquired 100% of the business of
Ardagh Glass Limited. Ardagh Glass Holdings Limited is the parent guarantor of the 2007 Notes and
the 2009 Notes. In this Offering Memorandum, we refer to, and present consolidated financial
information for, Ardagh Glass Holdings Limited and its subsidiaries.
New Corporate Structure
In December 2009, Ardagh Glass Group S.A., a Luxembourg company, became the ultimate
holding company of the Ardagh Glass Group. Ardagh Glass Group S.A. acquired all of the shares of
Ardagh Glass Group plc (‘‘AGG plc’’) in exchange for the issue of shares to the AGG plc shareholders
in the same proportions as they had held shares in AGG plc.
Financial Statements
This Offering Memorandum includes:
• the audited non-statutory consolidated financial statements of Ardagh Glass Holdings Limited
and its subsidiaries for the financial years ended and as at December 31, 2008, 2007 and 2006;
• the unaudited consolidated interim financial information of Ardagh Glass Holdings Limited and
its subsidiaries for the nine-month periods ended and as at September 30, 2009 and 2008; and
• for comparative purposes only in ‘‘Operating and Financial Review and Prospects’’, condensed
selected pro forma financial information for the financial year ended December 31, 2007 (the
‘‘2007 Pro Forma Financial Information’’), which gives pro forma effect to the Rexam
Acquisition as if such acquisition was consummated on January 1, 2007.
Except as otherwise noted, the financial statements included in this Offering Memorandum have
been prepared in accordance with IFRS in effect as at December 31, 2008 and as adopted by the
European Union, including interpretations of the International Financial Reporting Interpretations
Committee. In making an investment decision, you must rely upon your own examination of the terms
of the offering of the Senior Notes and the financial information contained in this Offering
Memorandum. You should consult your own professional advisors for an understanding of the
differences between IFRS and U.S. GAAP and how those differences could affect the financial
information contained in this Offering Memorandum.
The preparation of financial statements in conformity with IFRS requires the use of certain critical
accounting estimates. It also requires management to exercise its judgment in the process of applying
the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or
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