Ardagh Glass Finance plc - Irish Stock Exchange

More documents

Recommendations

Info

It makes good environmental, as well as good business sense to maximize the amount of recycled glass used to manufacture new glass containers. Using the highest possible levels of cullet not only limits the amount of natural resources used in the manufacturing process but it also greatly reduces energy consumption and CO2 emissions. Depending on the specific requirement of the container being produced and material availability up to 90% cullet can be used to produce new glass containers. High levels of cullet use can realize significant energy savings and prolong furnace life. Ardagh owns in its own right or through joint ventures partially owns and operates glass recycling assets which facilitate the production of high quality cullet which is used in the production of new glass containers. Ardagh also has long-term agreements with glass recycling businesses which achieve the same objectives. For example, Ardagh owns and operates a cullet pulverization facility at the Obernkirchen plant in Germany; another cullet pulverization facility is operated at the Germersheim plant by a joint venture partner; in Sweden it has a minority holding on two glass recycling companies. In the United Kingdom, Poland and Sweden, Ardagh also has long-term agreements with established glass recycling businesses who have built state-of-the art facilities on its sites or nearby. Ardagh is also committed to using technology to improve its environmental credentials, installing, where possible, and in line with its investment programme, energy efficient oxy-fuel furnaces with low exhaust emissions. In compliance with environmental regulations and to minimize detrimental impacts on the environment. Ardagh has installed bag filters or electrostatic precipitators on many of its furnaces. Legal Proceedings There are no material legal proceedings currently outstanding. Organizational Structure Hereunder is an abridged organizational structure showing only the material trading companies in the Group grouped by business and geographic segment. Ardagh Glass Geographic Segment Business Segment Eurozone United Kingdom Other Glass Manufacturing Ardagh Glass GmbH Ardagh Glass Ltd Ardagh Glass Limmared AB (Germany) (Sweden) Ardagh Glass S.r.l. (Italy) Ardagh Glass Holmegaard A.S. Ardagh Glass Sales Ltd (Denmark) (Ireland) Ardagh Glass Moss AS (Norway) Ardagh Glass Dongen B.V. Ardagh Glass Ujście S.A. (Poland) (Netherlands) Ardagh Glass Gostyn S.A. (Poland) Ardagh Glass Moerdijk B.V. Ardagh Glass Wyszków S.A. (Poland) (Netherlands) Glass Engineering Heye International GmbH Fabryka Urzadzen Przemyslowych (Germany) Sp. Z.o.o. (Poland) Schaumburger Heye Fabryka Form Szklarskich Formenbau GmbH Sp. Z.o.o. (Poland) (Germany) Property, Plant and Equipment Ardagh’s glass container manufacturing operations are and will be located principally in Germany, the United Kingdom, the Nordic region, The Netherlands, Poland and Italy. We believe that Ardagh’s 77
facilities are well maintained and that it generally has sufficient capacity to satisfy its current demand and expected market conditions. Ardagh owns all of its manufacturing facilities, some of which are subject to mortgages, finance leases or similar financial arrangements. Certain of Ardagh’s warehousing facilities are located on premises leased from third parties. The following table provides information about Ardagh’s facilities. Building Area No. of Location (square meters) Furnaces Germany Nienburg ................................................. 97,588 3 Bad Münder .............................................. 48,533 1 Obernkirchen .............................................. 69,369 2 Lünen ................................................... 36,481 2 Wahlstedt ................................................ 49,072 1 Neuenhagen ............................................... 41,357 1 Drebkau ................................................. 31,776 1 Germersheim .............................................. 43,881 1 Obernkirchen (Heye International) .............................. 18,673 — Obernkirchen .............................................. 56,807 — United Kingdom Barnsley ................................................. 107,000 4 Knottingley ............................................... 55,000 3 Doncaster (Wheatley) ........................................ 50,000 3 Portland ................................................. 33,000 2 Doncaster (Wheatley) (1) ...................................... 20,000 — Poland Ujście ................................................... 20,000 3 Gostyn .................................................. 43,116 3 Wyszków................................................. 16,493 1 External Warehouse (1) ........................................ 11,900 — The Benelux Region Dongen .................................................. 100,930 2 Moerdijk ................................................. 39,990 2 The Nordic Region Limmared (Sweden) ......................................... 65,500 2 Holmegaard (Denmark) ...................................... 70,000 2 Italy Montorio al Vomano ........................................ 8,000 1 (1) Warehouse leased from third party. Employees As at December 31, 2009, Ardagh had 6,242 employees, of which 1,352 were located in the United Kingdom, 324 were located in Denmark, 465 were located in Sweden, 553 were located in The Netherlands and 106 were located in Italy. Ardagh’s German glass container business and German glass technology and manufacturing business had 2,031 employees and 280 employees, respectively. Ardagh’s Polish glass container business had approximately 780 employees and the Polish glass technology businesses had 334 employees. The remaining 17 employees are in the Group head office in Dublin. 78
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 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
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: Asbestos is present, or may be pres
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
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
Page 121 and 122: the Issuer would be obligated to pa
Page 123 and 124: of Control could cause a default un
Page 125 and 126: or otherwise become responsible for
Page 127 and 128: principal amount that may be drawn
Page 129 and 130: Payment (or, if such aggregate cumu
Page 131 and 132: indirectly, to issue or sell, any s
Page 133 and 134: directly secured by a Lien on such
Page 135 and 136: Notwithstanding the foregoing, noth
Page 137 and 138: (e) encumbrances or restrictions co
Page 139 and 140: (ii) maintain or preserve such Pers
Page 141 and 142: Guarantor would dispose of, all or
Page 143 and 144: periods and other than by regularly
Page 145 and 146:
(b) the Issuer’s obligations to i
Page 147 and 148:
occurring after an Event of Default
Page 149 and 150:
Indenture, the Notes or any Guarant
Page 151 and 152:
‘‘Asset Sale’’ means any sa
Page 153 and 154:
a share of the profits and losses,
Page 155 and 156:
‘‘Consolidated Fixed Charge Cov
Page 157 and 158:
Notwithstanding any of the foregoin
Page 159 and 160:
otherwise require any cash payment
Page 161 and 162:
or other property to others or any
Page 163 and 164:
(f) Investments in the Notes and th
Page 165 and 166:
(l) Liens arising by reason of any
Page 167 and 168:
or associated with, any Asset Sale,
Page 169 and 170:
elevant security agent in the enfor
Page 171 and 172:
BOOK-ENTRY; DELIVERY AND FORM Gener
Page 173 and 174:
The Global Note for Rule 144A Book-
Page 175 and 176:
TAXATION Prospective purchasers of
Page 177 and 178:
Encashment Tax If the Paying Agent
Page 179 and 180:
Interest on the Senior Notes Paymen
Page 181 and 182:
will hold Senior Notes as part of a
Page 183 and 184:
amount of OID into U.S. dollars and
Page 185 and 186:
LIMITATIONS ON VALIDITY AND ENFORCE
Page 187 and 188:
Effect of Appointment of Examiner T
Page 189 and 190:
Liability Company as General Partne
Page 191 and 192:
of court by the company, its direct
Page 193 and 194:
court). As a general rule, such leg
Page 195 and 196:
which creditors have a right to be
Page 197 and 198:
ascertain the center of main intere
Page 199 and 200:
Italy Ardagh Glass S.r.l., one of t
Page 201 and 202:
Fraudulent Transfer Provisions of G
Page 203 and 204:
provided that no such offer of Seni
Page 205 and 206:
NOTICE TO INVESTORS The Senior Note
Page 207 and 208:
AND ANY APPLICABLE LOCAL LAWS AND R
Page 209 and 210:
(ii) the process and decision of th
Page 211 and 212:
In cases of non-compliance with or
Page 213 and 214:
Recognition of Judgments in Civil a
Page 215 and 216:
LISTING AND GENERAL INFORMATION 1.
Page 217 and 218:
15. The consolidated non-statutory
Page 219 and 220:
Place of Registration and Registrat
Page 221 and 222:
Place of Registration and Registrat
Page 223 and 224:
CONSOLIDATED NON-STATUTORY FINANCIA
Page 225 and 226:
STATEMENT OF DIRECTORS’ RESPONSIB
Page 227 and 228:
BASIS OF PREPARATION (Continued) su
Page 229 and 230:
BASIS OF PREPARATION (Continued) In
Page 231 and 232:
ACCOUNTING POLICIES (Continued) (v)
Page 233 and 234:
ACCOUNTING POLICIES (Continued) INV
Page 235 and 236:
ACCOUNTING POLICIES (Continued) to
Page 237 and 238:
ACCOUNTING POLICIES (Continued) fin
Page 239 and 240:
ACCOUNTING POLICIES (Continued) (ii
Page 241 and 242:
CONSOLIDATED INCOME STATEMENT FOR T
Page 243 and 244:
CONSOLIDATED BALANCE SHEET AS AT 31
Page 245 and 246:
NOTES TO THE CONSOLIDATED FINANCIAL
Page 247 and 248:
Page 249 and 250:
Page 251 and 252:
Page 253 and 254:
Page 255 and 256:
Page 257 and 258:
Page 259 and 260:
Page 261 and 262:
Page 263 and 264:
Page 265 and 266:
Page 267 and 268:
Page 269 and 270:
Page 271 and 272:
Page 273 and 274:
Page 275 and 276:
Page 277 and 278:
Page 279 and 280:
Page 281 and 282:
INDEPENDENT AUDITORS’ REPORT TO T
Page 283 and 284:
BASIS OF PREPARATION These consolid
Page 285 and 286:
BASIS OF PREPARATION (Continued) Ar
Page 287 and 288:
ACCOUNTING POLICIES (Continued) (v)
Page 289 and 290:
ACCOUNTING POLICIES (Continued) Sub
Page 291 and 292:
ACCOUNTING POLICIES (Continued) car
Page 293 and 294:
ACCOUNTING POLICIES (Continued) The
Page 295 and 296:
ACCOUNTING POLICIES (Continued) bal
Page 297 and 298:
CONSOLIDATED INCOME STATEMENT FOR T
Page 299 and 300:
CONSOLIDATED BALANCE SHEET AS AT 31
Page 301 and 302:
Page 303 and 304:
Page 305 and 306:
Page 307 and 308:
Page 309 and 310:
Page 311 and 312:
Page 313 and 314:
Page 315 and 316:
Page 317 and 318:
Page 319 and 320:
Page 321 and 322:
Page 323 and 324:
Page 325 and 326:
Page 327 and 328:
Page 329 and 330:
Page 331 and 332:
Page 333 and 334:
Page 335 and 336:
INTERIM UNAUDITED NON-STATUTORY GRO
Page 337 and 338:
CONSOLIDATED INTERIM INCOME STATEME
Page 339 and 340:
CONSOLIDATED INTERIM BALANCE SHEET
Page 341 and 342:
NOTES TO THE UNAUDITED CONSOLIDATED
Page 343 and 344:
Page 345 and 346:
Page 347 and 348:
Page 349 and 350:
ISSUER Ardagh Glass Finance plc 4 R
Page 351:
F180,000,000 Ardagh Glass Finance p
show all

Ardagh Glass Finance plc - Irish Stock Exchange

Create successful ePaper yourself

Delete template?

Save as template?