AMENDMENT NO. 2 TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Twist Beauty S.à r.l. & Partners S.C.A.*
(Exact name of registrant as specified in its charter)

5, rue Guillaume Kroll
L-1882 Luxembourg
Grand Duchy of Luxembourg
+352 26 34 03 21
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Albéa Beauty Solutions USA, LLC
595 Madison Avenue
10^th Floor
New York, New York 10022
+1 (212) 371-5100
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: o

If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities nor is it soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

This is an initial public offering of ordinary shares of Albéa S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg. We are offering ordinary shares and the selling shareholders identified in this prospectus are offering an additional ordinary shares. We will not receive any proceeds from the sale of the ordinary shares offered by the selling shareholders.

Prior to this offering, there has been no public market for our ordinary shares. The initial public offering price of our ordinary shares is expected to be between $ and $ per ordinary share. We plan to file an application to list our ordinary shares on the New York Stock Exchange (the "NYSE") under the symbol " ."

Investing in our ordinary shares involves risks. See "Risk Factors" beginning on page 22 of this prospectus.

The underwriters have a 30-day option to purchase up to additional ordinary shares from us and up to additional ordinary shares from our selling shareholders at the same terms set forth above.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the ordinary shares against payment in New York, New York on or about , 2014.

An affiliate of Sun Capital Partners Inc. will enter into an agreement with certain of our executive officers and members of management whereby a portion of the net proceeds of this offering that the selling shareholders receive will be used to repurchase of our ordinary shares directly from such executive officers and members of management in a private, non-underwritten transaction at a price per share equal to the net proceeds per share that the selling shareholders receive in this offering.

We, the selling shareholders and the underwriters have not authorized anyone to provide you with any information other than that contained in this prospectus or in any free writing prospectus prepared by or on our behalf or to which we have referred you. We, the selling shareholders and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others might give you. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the selling shareholders are, and the underwriters and their affiliates are not, offering to sell, or seeking offers to buy, these securities in any jurisdiction where their offer or sale is not permitted. This document may only be used where it is legal to sell these securities. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of when this prospectus is delivered or when any particular sale of the ordinary shares occurs. Our business, financial condition, results of operations and prospects may have changed since that date.

The laws of certain jurisdictions may restrict the distribution of this prospectus and the offer and sale of the ordinary shares. Persons into whose possession this prospectus or any ordinary shares may come must inform themselves about, and observe, any such restrictions on the distribution of this prospectus and the offer and sale of the ordinary shares. In particular there are restrictions on the distribution of this prospectus and the offer or sale of the ordinary shares in the United States, the European Economic Area, the United Kingdom, Singapore, Hong Kong, Japan, Dubai International Finance Centre, Australia and Switzerland. Neither we nor our representatives or any of the underwriters are making any representation to any offeree or any purchaser of the ordinary shares regarding the legality of any investment in the ordinary shares by such offeree or purchaser under

applicable legal investment or similar laws or regulations. Accordingly, no ordinary shares may be offered or sold, directly or indirectly, and neither this prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.

Certain market and industry data and forecasts included in this prospectus were obtained from third-party sources, independent market research, publicly available information, governmental agencies and industry publications and organizations, including, among others, Arthur D. Little, Euromonitor, the International Monetary Fund ("IMF") and Smithers Pira and based upon our estimates using such sources when available. Industry publications generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. While we believe that such information and estimates are reliable and accurately extracted by us for the purposes of this prospectus, we have not independently verified the data from third-party sources. This prospectus also contains statements regarding our industry and our relative competitive position in the industry that are not based on published statistical data or information obtained from independent third parties, but are internal estimates based on our experience and our own investigation of market conditions. While we are not aware of any misstatements regarding the market and industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings "Risk Factors" and "Forward-Looking Statements."

This prospectus includes our trademarks, such as "Albéa," "Greenleaf" and "EZ'R" which are protected under applicable intellectual property laws and are our or our subsidiaries' property. This prospectus also contains trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.

Except where the context otherwise requires or where otherwise indicated, the terms the "Issuer," "Albéa," "we," "us," "our," the "Group" and "our business" refer, prior to the conversion discussed in "Prospectus Summary—Corporate Structure and Conversion into a Public Limited Liability Company," to Twist Beauty S.à r.l. & Partners S.C.A., a partnership limited by shares (société en commandite par actions) incorporated under the laws of the Grand Duchy of Luxembourg on June 22, 2011, and after the conversion, to Albéa S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, in each case together with its consolidated subsidiaries.

In this prospectus, all references to "U.S. dollar" and "$" are to the lawful currency of the United States and all references to "euro" or "€" are to the single currency of the participating member states of the European and Monetary Union of the Treaty Establishing the European Community, as amended from time to time.

We present our historic financial information under International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (the "IASB"). None of the

financial statements or financial information included in this prospectus has been prepared in accordance with generally accepted accounting principles in the United States of America.

Our financial information as of and for the three years ended December 31, 2013, 2012 and 2011 has been derived from the audited consolidated financial statements as of and for the three years ended December 31, 2013, 2012 and 2011 included elsewhere in this prospectus. Our financial information as of June 30, 2014 and for the six months ended June 30, 2014 and 2013 has been derived from the unaudited condensed interim consolidated financial statements as of June 30, 2014 and for the six months ended June 30, 2014 and 2013 included elsewhere in this prospectus.

The Albéa business was the result of a series of acquisitions that have been completed since mid-2010 by Twist Beauty Packaging S.à r.l. ("Twist Beauty Packaging"), an indirect subsidiary of the Issuer. On July 2, 2010, Twist Beauty Packaging acquired Rio Tinto Alcan's beauty packaging business to form the Albéa group.

On December 31, 2012, we acquired the Rexam worldwide cosmetics business (the "Rexam Cosmetics Business") from Rexam plc and several other Rexam entities (the "Rexam Cosmetics Acquisition"). Prior to the Rexam Cosmetics Acquisition, Rexam plc operated a worldwide cosmetics business and a significantly smaller home and personal care products business (the "HPC Business"). We have included in this prospectus the audited combined financial statements of the Rexam Cosmetics Business as of January 1, 2012 and December 30, 2012 and for the 364-day period ended December 30, 2012. The financial information of the Rexam Cosmetics Business included in this prospectus presents the financial condition and results of operations of the businesses operated by the Rexam Cosmetics Business prior to its acquisition by us, adjusting for the exclusion of certain businesses and assets which we did not acquire and are prepared on a carve-out basis. In particular, the HPC Business was acquired by an affiliate of Sun Capital Partners Inc. ("Sun Capital") on December 31, 2012. These results may not reflect the results of the Rexam Cosmetics Business had that business operated as a stand-alone business held by us and accordingly these results are not directly comparable to our audited financial statements as of and for the three years ended December 31, 2013, 2012 or 2011 included in this prospectus.

The results of operations for the twelve months ended June 30, 2014 are calculated by adding to the results of operations for the six months ended June 30, 2014 the difference between the results of operations for the year ended December 31, 2013 and the six months ended June 30, 2013.

Certain numerical figures set out in this prospectus, including financial data presented in millions or thousands and percentages, have been subject to rounding adjustments, and, as a result, the totals of the data in this prospectus may vary slightly from the actual arithmetic totals of such information.

This prospectus contains financial measures and ratios, including EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA), Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) Margin, Adjusted Net Income and net debt, that are not required by, or presented in accordance with IFRS. We refer to these measures as "non-IFRS financial measures." For a definition of how these financial measures are calculated, see "Selected Consolidated Financial and Other Data."

We present non-IFRS financial measures because we believe that they and other similar measures are widely used by certain investors, securities analysts and other interested parties as supplemental measures of performance and liquidity. We also use these measures internally to establish forecasts, budgets and operational goals to manage and monitor our business, as well as evaluating our underlying historical performance. The non-IFRS financial measures may not be comparable to other

similarly titled measures of other companies and have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our operating profit as reported under IFRS. Non-IFRS financial measures and ratios are not measurements of our performance, financial condition or liquidity under IFRS and should not be considered as alternatives to operating profit or profit, or as alternatives to cash flow from operating, investing or financing activities for the period, or any other performance measures, derived in accordance with IFRS or any other generally accepted accounting principles.

PROSPECTUS SUMMARY

This summary provides an overview of selected information about us and the ordinary shares that we and the selling shareholders are offering, but does not contain all the information you should consider before investing in our ordinary shares. Before making an investment decision you should read this entire prospectus carefully, including the risks of investing in our ordinary shares described under "Risk Factors" and our consolidated financial statements and the related notes included elsewhere in this prospectus. Some of the statements in this prospectus constitute forward-looking statements. See "Forward-Looking Statements."

Overview

We believe we are one of the world's leading producers of plastic packaging for the beauty and personal care market, which we believe is the fastest growing end-market for consumer packaged goods. Our packaging is primarily used in the skincare, color cosmetics, fragrance, bodycare and oral care segments of the beauty and personal care industry and consists of laminate tubes and plastic tubes, mascaras, lip gloss and lipstick containers, compact powder-cases, jars, fragrance caps and dispensing systems such as fragrance pumps and samplers, lotion pumps and foam pumps, as well as promotional items. We believe that our product offering addresses an $8 billion sub-segment of the global market for beauty and personal care packaging, which according to a 2014 Arthur D. Little report, is estimated to be approximately $22 billion. We are a global market leader across the majority of our product portfolio with over 70% of our sales in product categories in which we believe we hold the number one or two market positions. We believe that we have one of the broadest portfolios of packaging in our industry enabling us to provide comprehensive solutions, which simplify and optimize our customers' supply chain.

We have a blue-chip customer base and long-standing relationships with leading global beauty and personal care companies such as L'Oréal, LVMH, Estée Lauder, Procter & Gamble, Avon, Natura, Unilever, Coty, Chanel and GlaxoSmithKline, averaging more than 20 years. Our customers also include more than 1,000 regional and local beauty and personal care companies. We have been able to grow and maintain long-term relationships with our customers due to the strength and global footprint of our manufacturing operations, our strong customer focus, new product development capabilities and the critical position that our packaging occupies within our customers' supply chain. New product development is at the core of our and our customers' success. Our new product development teams collaborate with our customers to develop packaging, enabling them to successfully market their products to consumers. Furthermore, we have advanced integrated printing, decorating, surface treatment (such as anodizing and electro-plating) and metallization capabilities. The design and presentation of our packaging communicates our customers' distinct values and style, which are of particular importance in the end-markets that we serve. Many are specialty items designed to provide a convenient and often unique means of storing, dispensing and applying our customers' products. Although our packaging often constitutes only a small portion of our customers' cost of production, it is an integral part of our customers' successful marketing strategy and, ultimately, an element of consumers' satisfaction.

We have a global manufacturing platform of 38 plants, operating in 14 countries across Europe, North America, South America and Asia. Our global manufacturing network is closely aligned with our customers' plants. We serve both large, developed markets such as Europe and North America and faster-growing, developing markets such as Brazil, Mexico, China, Indonesia, Russia and India. We believe that we are well positioned relative to our largely regional peers to take advantage of anticipated growth in those emerging markets, in particular for affordable beauty and personal care products, since our global footprint and broad product offering enables us to serve our developed market customers as they expand globally as well as penetrate new regional and local customers in developing markets. Our global exposure is enhanced by the use of our packaging for high-end beauty and personal care products which are sold around the world. For example, several luxury brands we serve have their primary filling locations in France, but sell their products globally. The global distribution of our customers' products allows us to more efficiently utilize our developed market manufacturing footprint while participating in global growth trends.

Since the acquisition of Albéa by affiliates of Sun Capital in 2010, Albéa has been transformed into one of the world's leading producers of plastic packaging for the beauty and personal care industry through a series of strategic acquisitions and divestitures and capital investment and operational improvement programs. We established our global leadership position in the laminate tubes market through our merger with Betts Acquisition (2009) Limited ("Betts"), and expanded into dispensing systems through the Rexam Cosmetics Acquisition. We have also completed several bolt-on acquisitions to broaden our geographic exposure and to solidify our supply chain, such as the purchases of Eyelematic in the U.S. and Tex China. Our continuous focus on operational efficiency and acquisition integration has reduced costs and improved our Adjusted EBITDA Margin. We have invested significantly in new plants and equipment, and rationalized our production capacity in France, Italy, Mexico and Brazil. As of December 31, 2013, we have achieved approximately $22 million of annualized synergies and cost savings from the Rexam Cosmetics Acquisition out of a total annual target of $47 million (compared to 2012 costs). As of June 30, 2014, we have achieved approximately $6 million of additional annualized synergies and cost savings related to the Rexam Cosmetics Acquisition (compared to 2012 costs). We expect to achieve the remaining annualized synergies and cost savings related to the Rexam Cosmetics Acquisition by the end of 2016 (compared to 2012 costs). Our strategic initiatives, in particular our acquisitions and cost reduction measures, have resulted in significant Adjusted EBITDA growth and Adjusted EBITDA Margin expansion. Our Adjusted EBITDA has grown from $86.2 million in 2011 to $167.6 million for the twelve months ended June 30, 2014, representing a 30.5% compound annual growth rate ("CAGR"). During the same time period, our Adjusted EBITDA Margin has expanded from 8.5% to 10.5%. For the six months ended June 30, 2014 and 2013 and for the years ended December 31, 2013, 2012 and 2011, our profit/(loss) from continuing operations, the most directly comparable measure under IFRS, was $(17.2) million, $(27.5) million, $(50.3) million, $(26.3) million and $18.6 million, respectively. Our losses from continuing operations in 2013 and 2012 were primarily due to acquisition and funding costs for the Rexam Cosmetics Acquisition. See "Summary Consolidated Financial and Other Data" for a reconciliation of profit/(loss) from continuing operations, the most directly comparable measure under IFRS, to EBITDA and Adjusted EBITDA. With our transformation well underway, we believe we are in a position to pursue further growth opportunities and continued Adjusted EBITDA Margin and net income improvement.

Our Products

Our packaging includes laminate tubes, plastic tubes, rigid packaging, dispensing systems and solutions combining these products (such as tubes and dispensing systems). In addition, we provide promotional items, accessories and items provided on a complementary basis by our customers through our beauty solutions business.

Laminate Tubes

Laminate tubes are made from multi-layer films in order for the composite material to achieve improved oxygen-, water-, or light-resistance, or a better appearance. A large portion of our laminate tubes are produced for the high-volume toothpaste market, which requires efficiently produced economical packaging solutions, ideally suited for emerging market customers. They are also used for cosmetic and over-the-counter healthcare applications.

Plastic Tubes

Plastic tubes are often used for skincare and personal care products which require distinctive, branded packaging. Our plastic tubes come in a variety of shapes, sizes, caps and applicators, providing our customers with a range of products to fit their brands' needs. Our plastic tubes offering can also be combined with our dispensing systems, such as airless pumps that protect the product from oxidation and contamination and deliver the right amount of product, to provide better value for end users. Plastic tubes can be decorated with high-impact graphical content.

Rigid Packaging

Rigid packaging consists of plastic injection-molded packaging, often combined with sophisticated decoration. Our principal rigid packaging includes mascara containers, fragrance and skincare caps (often used in combination with fragrance or lotion pumps), lipstick containers and compact powder-cases. We offer a wide range of decorating options such as printing, varnishing, hot-stamping, metallization, electro-plating and metal pieces.

Dispensing Systems

Dispensing systems are injection-molded products that often have sophisticated designs and are manufactured through precise injection and high-speed assembly. Dispensing systems include fragrance, lotion and foam pumps as well as perfume samplers. Pumps are highly technical assembled products as a result of their small working parts. Our dispensing systems offer a wide choice of dosage and delivery quality options, which in combination with our tubes and rigid packaging offering gives us the ability to provide a total packaging solution to our customers.

Beauty Solutions

Beauty Solutions is a value-added business through which we sell promotional items and products offered on a complementary basis and related services. We source innovative applicators, full service products (consisting of sub-contracted packaging, formula and filling) and small-quantity items from third-party manufacturers, and we provide product customization, quality control and supply-chain management.

Our Strengths

Focus on the high growth beauty and personal care packaging market

We believe that beauty and personal care packaging is one of the fastest growing major subsegments of the global consumer packaging market. The market for beauty and personal care packaging is characterized by a mix of large and resilient markets in developed countries, and by rapidly growing markets in emerging countries. Consumer purchases of beauty and personal care products, which drive demand for our packaging products, have grown through various economic cycles as consumers have continued to purchase those products regardless of economic conditions because they are a part of consumers' daily beauty and personal care regimen. End-market retail sales for the global beauty and personal care market has grown at a CAGR of 6.2% from 2003 to 2013 (according to Euromonitor), while gross domestic product ("GDP") growth during the same period averaged 3.8% per year (based on IMF data).

According to a 2013 Smithers Pira report, the global beauty and personal care packaging market is expected to grow at 4.9% per year between 2013 and 2018, while the annual market growth in Europe and North America is expected to be 3.0% and 3.3%, respectively, between 2013 and 2018. We expect consumer demand for beauty and personal care products in emerging markets to continue to be driven by a growing middle class, a rapid increase in demand for branded and upscale products and improved retail infrastructure. We expect growth in developed markets to continue to be influenced by an aging population, consumer interest in beauty and personal care trends and growing demand for more convenient and effective packaging solutions. As illustrated in the graph below, the global beauty and personal care packaging market is expected to continue to exhibit one of the strongest growth rates relative to other major consumer packaging subsegments through 2018 on a global basis.

End Market Packaging Consumption Growth 2013 (estimated)—2018 (estimated)

Source:: Smithers Pira, 2013.

Leader on a global basis in packaging solutions for the beauty and personal care industry

lotion pumps category. Our global footprint, long-standing customer relationships and new product development capabilities combined with our manufacturing excellence built on quality, consistent performance and continuous improvement, contribute to high barriers to entry and reinforce our global leadership position, and have resulted in strong revenue growth.

We believe that we have the broadest product portfolio in our industry, which gives us the ability to provide a total packaging solution to our customers and generate sales from a diverse range of product categories. Further, as we have leadership positions and plants across all major geographic regions, we can serve a global customer base that increasingly requires product delivery across multiple regions. The ability to be a "one-stop-shop" on a global basis for our customers simplifies and optimizes their supply chains and represents a significant growth opportunity for us.

Our "tube and pump" product line is an example of the packaging solutions we strive to develop. It offers to skincare brands an attractive response to the changing attitude of consumers to the use of preservatives, through the combination of a tube and an airless pump, replacing the more traditional jar and cap, and allows brands to use preservative-free formulas while facilitating the application of the skin cream.

Global footprint with strong presence in high growth geographies

We have a global manufacturing platform of 38 plants, operating in 14 countries across Europe, North America, South America and Asia. Our global manufacturing base, which we believe is unmatched by our largely regionally-focused peers, enables us to manufacture packaging in close proximity to our customers' plants throughout the world, providing us with a competitive advantage and allowing us to benefit from global growth trends. As a result of our global footprint we have the capacity to align our manufacturing capabilities and our product offering to penetrate local and regional customer demand, while supporting the geographical expansion of our global customers.

Strong customer focus and long-standing relationships with our blue-chip customer base

Our customer portfolio includes beauty and personal care companies that own the majority of the leading global beauty brands in Europe, the Americas and Asia. We have developed strong, long-standing relationships with our blue-chip customer base, which includes nine of the ten largest cosmetics manufacturers in the world. We have provided products to these manufacturers for an average of over 20 years, and they use our products in some of the most iconic global brands. Our blue-chip customer base includes L'Oréal, LVMH, Estée Lauder, Procter & Gamble, Avon, Natura, Unilever, Coty, Chanel and GlaxoSmithKline. We have built and grown these long-lasting relationships through our strong customer focus, breadth and quality of our product offering, close collaboration with customers to develop new products, global footprint and focus on manufacturing excellence. We believe that our blue-chip customer base has grown faster than our addressable markets and that we are well positioned to continue to be a key partner to them. We believe that our sustainability and corporate social responsibility initiatives are among the most comprehensive and the most advanced in our industry, reflecting our commitment to the communities in which we operate, and acting as a business imperative to protect the brand image and the corporate reputation of our customers. As such, our sustainability and corporate social responsibility initiatives represent a competitive advantage driven by consumer demand.

New product development capabilities driving competitive advantage and growth

in emerging markets, because we seek to develop affordable packaging suitable for consumers with rising levels of disposable income, and cross-sell our diverse product offering to our customers with whom we work closely throughout new product development cycles. For example, we developed smaller "Little Kiss" lipstick tubes in India to meet the demands of the market for a lower priced product. Finally, our new product development efforts support our "one-stop-shop" approach as evidenced by our ability to develop integrated caps, sprayers and tubes.

Proven financial performance

We have reshaped our business portfolio through several strategic acquisitions and divestitures since 2011 while increasing profitability through rigorous cost reductions and continuous improvement programs, which have resulted in significant revenue growth, Adjusted EBITDA growth and Adjusted EBITDA Margin expansion. Our profit/(loss) from continuing operations, the most directly comparable measure under IFRS, for the six months ended June 30, 2014 and 2013 and for the years ended December 31, 2013, 2012 and 2011 was $(17.2) million, $(27.5) million, $(50.3) million, $(26.3) million and $18.6 million, respectively. Our losses from continuing operations in 2013 and 2012 were primarily due to acquisition and funding costs for the Rexam Cosmetics Acquisition.


Revenue	Adjusted EBITDA*	Adjusted EBITDA Margin*
(in millions)	(in millions)	(in percentages)

*: Adjusted EBITDA and Adjusted EBITDA Margin are not measures defined under IFRS. In the above chart, Adjusted EBITDA for the year ended December 31, 2012 includes the Rexam Cosmetics Business' Adjusted EBITDA for the 364-day period ended December 30, 2012, which was $41.3 million, and Adjusted EBITDA Margin for the year ended December 31, 2012 includes the Rexam Cosmetics Business' Adjusted EBITDA Margin for the 364-day period ended December 30, 2012, which was 8.0%. Beginning December 31, 2012, our results have been consolidated with the results of the Rexam Cosmetics Business. See "Summary Consolidated Financial and Other Data" for the definition of Adjusted EBITDA and Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) and a reconciliation of profit / (loss) from continuing operations to Adjusted EBITDA and Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA). Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of revenue. Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) Margin is defined as Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) as a percentage of pro forma revenue. The pro forma revenue presents our revenue as if the Rexam Cosmetics Acquisition had occurred on January 1, 2012.
**: The pro forma revenue for the year ended December 31, 2012 presented in the above chart is for illustrative purposes only and presents our revenue as if the Rexam Cosmetics Acquisition had occurred on January 1, 2012. We have not identified any pro forma adjustments related to revenue.

Transformational management team with strong track record of execution

Our team of ten executive officers has an average of 17 years of experience in the beauty and personal care packaging industry. Our senior management team has successfully managed our transition

to a stand-alone business, the implementation of operational improvements and the acquisition and integration of Betts and the Rexam Cosmetics Business. Our team is led by our Chief Executive Officer, François Luscan, who joined in 1985 and has 29 years of experience in the packaging industry. Mr. Luscan led the Albéa business before, during and after its carve-out from the Rio Tinto Alcan group. Mr. Luscan is supported by our Chief Financial Officer, Xavier Leclerc de Hauteclocque, who joined in 2012 and has 10 years of experience in the packaging and beauty industries.

Our Strategies

We intend to capitalize on our strengths in the beauty and personal care packaging market in order to grow revenue and improve our Adjusted EBITDA Margin to drive Adjusted EBITDA growth. We seek to achieve these objectives by executing the following strategies.

Leverage our capabilities to increase our market share

We believe that our new product development capabilities, our ability to cross-sell our broad product offering to customers and our global manufacturing platform will enable us to increase our share of the global beauty and personal care packaging market. Our new product development capabilities have enabled us to penetrate new geographic markets and new customers as well as support our cross-selling initiatives. Additionally, our ability to cross-sell a total packaging solution to customers gives us the potential to increase our share of our existing customers' packaging spend and to attract new customers, especially smaller local ones, considering the benefits that we offer as a one-stop-shop. We also believe that we can increase the size of our addressable market through our ability to replace aluminum and other packaging material with plastic. For example, our laminate tube offering has taken market share from aluminum tubes.

Continue to penetrate regional and local customer base

We will continue to develop long-term customer relationships and pursue business arrangements with small and medium-sized customers that provide us with profitable growth opportunities in the markets in which we operate. Further development of our sales to regional and local customers globally will enable us to increase our market share, leveraging our broad product portfolio and global footprint to serve them whatever and wherever their needs and opportunities may be.

Improve profitability and cash flow generation through operational excellence and value-adding business solutions

We will continue to focus on operational excellence. We intend to improve productivity and asset utilization, drive margins and lower costs by investing capital efficiently in cash-generative projects and new production equipment, by implementing purchasing process improvement initiatives and optimizing our industrial footprint. As of December 31, 2013, we have realized annualized cost reductions of $36 million (compared to 2010 costs) through footprint optimization programs in France, Mexico, the United Kingdom and Brazil. As of June 30, 2014, we have realized additional annualized cost reductions of $2 million (compared to 2010 costs) through these footprint optimization programs. We are also in the process of executing our program to integrate the Rexam Cosmetics Business acquired by us in 2012, which program seeks to realize annualized synergies and cost savings of approximately $47 million (compared to 2012 costs) by the end of 2016, increased from our initial target of approximately $45.5 million established at the time of completion of the Rexam Cosmetics Acquisition. As of December 31, 2013, we realized annualized synergies and cost savings of approximately $22 million (compared to 2012 costs). As of June 30, 2014, we have achieved approximately $6 million of additional annualized synergies and cost savings related to the Rexam Cosmetics Acquisition (compared to 2012 costs). Additionally, we continue to pursue production efficiencies through automation initiatives to drive utilization rates and to reduce our cost base.

Build on existing positions to increase sales in attractive emerging markets

We believe that we have significant growth opportunities in emerging markets, which in recent years have grown faster than the demand for beauty and personal care products in developed markets. We will continue to leverage and build out our global footprint to both support existing global customers as they expand their operations into emerging markets and service rapidly growing, regional and local customers, thus further expanding and diversifying our customer base.

Leverage strategic benefits from the transformational Rexam Cosmetics Business transaction

In addition to continuing to further improve our financial performance through new product development, outstanding service delivery and further operational efficiencies, we will continue to leverage our combined operating platform following the Rexam Cosmetics Acquisition. This acquisition added a differentiated portfolio of fragrance, lotion and foam pumps and fragrance samplers, carrying significant intellectual property protection and attractive gross margins, to our existing portfolio. It also allows us to provide enhanced one-stop-shop solutions and the ability to cross-sell different packaging solutions, thereby optimizing our customers' supply chains. In addition, we believe that the ability to sell our portfolio of cosmetic rigid packaging to long-standing Albéa clients will drive additional growth opportunities.

Continue to pursue acquisition opportunities

Given our global presence, scale and broad product offering, we believe that we have a large opportunity for acquisitions globally within our industry. We believe that we can create significant value through strategic acquisitions given our track record of integration and cost reduction, and our ability to leverage new products, technologies and geographies across our global customer base to drive significant incremental revenue. We will continue to have a disciplined acquisition strategy focused on increasing penetration in high-growth emerging markets and consolidating in our existing core markets while driving revenue growth and synergies.

Key Risks and Challenges

Our business is subject to numerous risks and challenges and investing in our ordinary shares involves a substantial degree of risk as more fully described in "Risk Factors" and elsewhere in this prospectus. You should carefully consider these risks and challenges before investing in our ordinary shares. Our key risks and challenges include, but are not limited to, the following:

•: our primary direct customers sell to consumers of skincare, color cosmetics, fragrance and oral care products, and economic conditions may affect spending and therefore reduce demand for our products;
•: the beauty and personal care packaging market is highly competitive, we may not be able to compete effectively and we face competition from alternative forms of packaging;
•: we may lose one or more of the key customers for our products, which may harm our business due to customer concentration, and our large customers are able to exert leverage over their suppliers (including us), which may place downward pressure on prices;
•: our raw material, labor and energy costs may increase, and we may experience a shortage of available raw materials;
•: our cash interest costs on our indebtedness are significant and our business requires high levels of capital investments, and we may not have the cash to make such interest payments or the capital to make such investments;

History and Corporate Structure

History

Our business was formed in 2004 when the Alcan group acquired Pechiney S.A. ("Pechiney") and consolidated two of its packaging businesses, Cebal Tube Europe and Techpack, to form Alcan Beauty Packaging. In 2004, Alcan Beauty Packaging's management identified non-core businesses for disposal and optimized its manufacturing footprint and operations in order to create a more integrated and efficient business. Rio Tinto acquired Alcan Beauty Packaging in 2007 as part of the wider acquisition of the Alcan group to form Rio Tinto Alcan (RTA) Beauty Packaging. In July 2010, our subsidiary Twist Beauty Packaging S.à r.l. and certain of its subsidiaries acquired Rio Tinto's beauty packaging business and renamed it "Albéa." On December 31, 2012, our subsidiary Albéa Beauty Holdings S.A. and certain of its subsidiaries acquired the Rexam Cosmetics Business from Rexam plc and several other Rexam entities.

We were incorporated on June 22, 2011 as a partnership limited by shares (société en commandite par actions) organized and existing under the laws of the Grand Duchy of Luxembourg and our corporate name is Twist Beauty S.à r.l. & Partners S.C.A. We are registered with the Luxembourg Register of Commerce and Companies under number B 161.913. Our registered office is located at 5, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg, telephone number +352 26 34 03 21. The principal executive offices of the Group are located at 1 Avenue du Général de Gaulle, 92230 Gennevilliers, France, telephone number +33 1 81 93 20 00. Our agent in the U.S. is Albéa Beauty Solutions USA, LLC and its registered address is 595 Madison Avenue, 10th Floor, New York, New York 10022. Our website can be found at www.albea-group.com. Information on, or accessible through, our website is not part of and is not incorporated by reference in this prospectus. Prior to the completion of this offering, we will convert into a Luxembourg public limited liability company (société anonyme) and change our name from Twist Beauty S.à r.l. & Partners S.C.A. to Albéa S.A. See "—Corporate Structure and Conversion into a Public Limited Liability Company."

Equity Sponsor

Sun Capital is a leading private investment firm focused on leveraged buyouts, equity, debt and other investments in market-leading companies. Sun Capital affiliates have invested in more than 335 companies worldwide with combined sales in excess of $45 billion since Sun Capital's inception in 1995. Sun Capital affiliates currently have approximately $10 billion of capital under management. Sun Capital has offices in Boca Raton, Los Angeles and New York, and affiliates in London, Paris, Frankfurt, Shanghai and Shenzhen. Sun Capital has significant experience in the paper and packaging industry with approximately 30 acquisitions completed. Its current investments include PaperWorks Industries, Inc., Polestar U.K. Print and Coveris Holding Corp. (formed by the combination of Exopack Holding, Intelicoat Technologies, the Britton Group, Unterland Flexible Packaging, Kobusch Sengewald, PACCOR, Pannunion Packaging, Paragon Print and Packaging (Holding)).

Following completion of this offering and the Repurchase (as defined below), Neuheim Lux Group Holding V S.à r.l. and Twist Beauty S.à r.l., affiliates of Sun Capital will own approximately % of our outstanding ordinary shares. As a result, funds advised by affiliates of Sun Capital will be able to have a significant effect relating to votes over fundamental and significant corporate matters and transactions. See "Risk Factors—Risks Related to Our Ordinary Shares and this Offering—Control by affiliates of Sun Capital could adversely affect our other shareholders."

Corporate Structure and Conversion into a Public Limited Liability Company

Prior to completion of this offering, we will convert into a Luxembourg public limited liability company (société anonyme) and change our name from Twist Beauty S.à r.l. & Partners S.C.A. to Albéa S.A. In connection with this conversion, all of the ordinary shares of Twist Beauty S.à r.l. & Partners S.C.A. will be converted into ordinary shares of Albéa S.A. Upon this conversion, affiliates of Sun Capital and certain members of our management will receive ordinary shares of Albéa S.A., in exchange for their ordinary shares in Twist Beauty S.à r.l. & Partners S.C.A., based on the value of such ordinary shares then held by them. The following chart summarizes our corporate ownership structure immediately following the consummation of this offering and the Repurchase and our conversion into a Luxembourg public limited liability company. All entities shown below are 100% owned unless otherwise indicated.

The Offering

The following is a brief summary of the terms of this offering and should be read together with the more detailed information and financial data and statements contained elsewhere in this prospectus. For a more complete description of our ordinary shares, see "Description of Share Capital" in this prospectus.


Issuer		Albéa S.A. (formerly Twist Beauty S.à r.l. & Partners S.C.A.).
Ordinary Shares Offered:
By us		ordinary shares.
By the selling shareholders		ordinary shares.
Total		ordinary shares.
Option to Purchase Additional Ordinary Shares		We and the selling shareholders have granted the underwriters an option, exercisable within 30 days from the date of this prospectus, to purchase up to additional ordinary shares from us and the selling shareholders.
Ordinary Shares to be Outstanding After This Offering and The Repurchase (as defined below)		ordinary shares (or if the underwriters exercise their option to purchase additional ordinary shares in full).
Use of Proceeds		We estimate that the net proceeds to us from this offering, after deducting underwriting discounts and commissions will be approximately $ million, or $ million if the underwriters exercise their option to purchase additional ordinary shares in full assuming the ordinary shares are offered at $ per ordinary share, the midpoint of the price range set forth on the cover of this prospectus.
		We will not receive any proceeds from the sale of our ordinary shares offered by the selling shareholders.
		We intend to use the net proceeds from the sale of ordinary shares by us in this offering for general corporate purposes, to pay a $7.5 million termination fee to Sun Capital Partners Management V, LLC, an affiliate of Sun Capital, in connection with the termination of the Consulting Agreements and to pay our and the selling shareholders' fees and expenses. See "Use of Proceeds."


Dividend Policy		We do not currently intend to pay dividends on our ordinary shares. However, we expect to reevaluate our dividend policy on a regular basis following the completion of this offering and may, subject to compliance with the covenants contained in the agreements governing our indebtedness, determine to pay dividends in the future. Our ability to pay dividends on our ordinary shares is limited in the near-term by the indenture (the "Senior Secured Notes Indenture") governing our existing €200.0 million 8.75% senior secured notes due 2019 (the "Euro Notes") and our $385.0 million 8.375% senior secured notes due 2019 (the "Dollar Notes," and together with the "Euro Notes," the "Senior Secured Notes") and our North American facility agreement (the "North American Facility Agreement"), and may be further restricted by the terms of any of our future debt or preferred securities. See "Description of Certain Indebtedness."
		Any future determinations relating to our dividend policies will be made at the discretion of our board of directors and will depend on various factors. See "Dividend Policy."
Payment and Settlement		The ordinary shares are expected to be delivered against payment on , 2014. The ordinary shares will be registered in the name of a nominee of The Depository Trust Company ("DTC") in New York, New York. In general, beneficial interests in the ordinary shares will be shown on, and transfers of these beneficial interests will be effected only through, records maintained by DTC and its direct and indirect participants.
Lock-up Agreements		We, our directors and executive officers and certain other shareholders have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or dispose of any of our ordinary shares or similar securities for 180 days after the date of this prospectus. See "Underwriting."
Listing		We plan to apply to list our ordinary shares on the NYSE under the symbol " ."
Risk Factors		Investing in our ordinary shares involves a substantial degree of risk. See "Risk Factors" and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our ordinary shares.

An affiliate of Sun Capital will enter into an agreement with certain of our executive officers and members of management whereby a portion of the net proceeds of this offering that the selling shareholders receive will be used to repurchase of our ordinary shares directly from such executive officers and members of management in a private, non-underwritten transaction at a price per share equal to the net proceeds per share that the selling shareholders receive in this offering (the "Repurchase").

The number of ordinary shares to be issued and outstanding after this offering and after giving effect to the Repurchase is based on ordinary shares issued and outstanding as of , 2014.

Summary Consolidated Financial and Other Data

The following summary consolidated financial and other data is only a summary and should be read in conjunction with, and is qualified in its entirety by reference to, the sections of this prospectus entitled "Presentation of Financial Information," "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Selected Consolidated Financial and Other Data" and our consolidated financial statements and the related notes included elsewhere in this prospectus.

We prepare our consolidated financial statements in accordance with IFRS. The summary consolidated financial and other data presented as of and for the years ended December 31, 2013, 2012 and 2011 has been derived from our audited consolidated financial statements and the notes thereto included elsewhere in this prospectus. Our historical results for any prior period are not necessarily indicative of results expected in any future period.

The summary consolidated financial and other data presented as of June 30, 2014 and for the six months ended June 30, 2014 and 2013 has been derived from our unaudited condensed interim consolidated financial statements and the notes thereto included elsewhere in this prospectus. Our unaudited condensed interim consolidated financial statements as of June 30, 2014 and for the six months ended June 30, 2014 and 2013 have been prepared using the same accounting principles and on the same basis as the financial information as of and for the year ended December 31, 2013, and contain all adjustments, consisting of normal recurring adjustments, that management considers necessary for a fair representation of the financial position and results of operations for the periods presented.

	Six months ended June 30,						Year ended December 31,

	2014			2013			2013			2012			2011
	(in millions, except per share data and pro forma per share data)
Consolidated Income Statement Data:
Revenue	$	818.3		$	768.6		$	1,553.1		$	950.2		$	1,009.4
Cost of sales		(662.7	)		(628.8	)		(1,273.9	)		(783.8	)		(826.1	)


Gross profit		155.5			139.8			279.2			166.4			183.3
Selling and administrative expenses		(101.3	)		(94.6	)		(184.4	)		(112.8	)		(123.9	)
Restructuring and project costs		(18.5	)		(15.5	)		(46.5	)		(49.8	)		(28.2	)
Impairment		—			—			(4.7	)		(1.4	)		—
Bargain purchase gain		—			—			—			2.4			4.3
Other income / (expense)		(7.4	)		(15.3	)		(26.3	)		(2.1	)		(1.7	)


Operating profit		28.4			14.4			17.3			2.7			33.8
Financial result⁽¹⁾		(39.3	)		(37.3	)		(61.1	)		(19.8	)		(6.6	)
Share of profit of associates		0.2			0.2			0.3			(0.1	)		0.3


Profit / (loss) from continuing operations before income taxes		(10.8	)		(22.7	)		(43.5	)		(17.2	)		27.5
Income tax expense		(6.4	)		(4.9	)		(6.8	)		(9.1	)		(8.9	)


Profit / (loss) from continuing operations	$	(17.2	)	$	(27.5	)	$	(50.3	)	$	(26.3	)	$	18.6
Other comprehensive (loss) / income		—			(2.5	)		(25.6	)		(1.7	)		(13.8	)


Total comprehensive income / (loss)	$	(17.2	)	$	(30.0	)	$	(75.9	)	$	(28.0	)	$	4.8
Attributable to:
—Owners of the Group		(17.2	)		(30.0	)		(75.9	)		(27.9	)		3.6
—Non-controlling interests		—			—			—			(0.1	)		1.2
Per Share Data:
Earnings / (loss) per ordinary share
Weighted average number of ordinary shares
Pro Forma Per Share Data⁽²⁾:
Pro forma earnings / (loss) per ordinary share
Pro forma weighted average number of ordinary shares

	Six months ended June 30,						Year ended December 31,

	2014			2013			2013			2012			2011
	(in millions)
Consolidated Cash Flow Data:
Cash flow from operating activities	$	25.2		$	(64.6	)	$	17.0		$	34.7		$	68.6
Cash flow (used in) investing activities		(44.1	)		(40.9	)		(90.4	)		(477.0	)		(57.5	)
Cash flow (used in) / from financing activities		(7.8	)		(8.4	)		(63.9	)		632.0			(21.6	)

	As of June 30,		As of December 31,

	2014		2013		2012		2011
	(in millions)
Consolidated Financial Position Data:
Total assets	$	1,338.3	$	1,304.7	$	1,365.6	$	511.9
Cash and cash equivalents		57.9		85.3		225.0		28.4
Inventories		186.3		169.1		158.5		85.5
Trade and other receivables		330.5		288.1		268.1		148.1
Property, plant and equipment		494.7		458.4		407.5		216.7


Total liabilities		1,328.0		1,276.8		1,261.9		353.8
Trade and other payables		365.7		322.1		358.4		182.8
Total borrowings		796.9		765.5		732.1		71.0


Total equity		10.3		27.9		103.7		158.1
Capital stock		0.3		0.3		0.3		0.3
Additional paid-in capital		17.2		17.7		17.6		19.2
Equity excluding non-controlling interests		10.2		27.8		103.6		157.9


Total equity and liabilities	$	1,338.3	$	1,304.7	$	1,365.6	$	511.9

	As of and for the six months ended June 30,						As of and for the year ended December 31,

	2014			2013			2013			2012			2011
	(in millions, except for percentages)
Other Financial Data:
Gross profit	$	155.5		$	139.8		$	279.2		$	166.4		$	183.3
EBITDA⁽³⁾		65.7			49.2			89.4			33.7			57.8
EBITDA Margin⁽³⁾⁽⁴⁾		8.0	%		6.4	%		5.8	%		3.5	%		5.7	%
Adjusted EBITDA⁽³⁾		86.0			73.9			155.5			87.4			86.2
Adjusted EBITDA Margin⁽³⁾⁽⁴⁾		10.5	%		9.6	%		10.0	%		9.2	%		8.5	%
Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA)⁽³⁾		86.0			73.9			155.5			128.7
Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) Margin⁽³⁾⁽⁴⁾		10.5	%		9.6	%		10.0	%		8.8	%
Adjusted Net Income⁽³⁾		8.8			2.9			22.2			21.7			46.0
Depreciation and amortization		37.4			34.7			72.1			31.0			24.0
Capital expenditures		49.5			47.3			102.5			76.1			62.5
Net debt⁽⁵⁾		739.0			680.2			680.2			507.1			42.6
Revenue by product segment:
Tubes		335.8			303.1			613.1			551.3			596.3
Cosmetic rigid packaging		482.5			465.5			940.0			398.5			413.1
Holding & corporate		—			—			—			0.4			—

	As of and for the six months ended June 30,						As of and for the year ended December 31,

	2014			2013			2013			2012			2011
	(in millions, except for percentages)
Adjusted EBITDA by product segment:
Tubes		41.6			33.8			72.3			63.8			63.0
Cosmetic rigid packaging		51.5			49.7			94.3			28.8			22.9
Holding & corporate		(7.1	)		(9.6	)		(11.1	)		(5.2	)		0.3
Revenue by geographic region:
Europe	$	410.5		$	370.9		$	751.5		$	491.5		$	535.4
Total Americas		289.5			279.8			578.2			350.8			373.1
North America		232.3			220.4			462.1			302.0			310.8
South America		57.2			59.4			116.1			48.8			62.3
Asia		118.3			117.9			223.4			107.6			100.9
Holding & corporate		—			—			—			0.3			—
Adjusted EBITDA by geographic region:
Europe		44.8			37.2			78.4			45.9			39.5
Total Americas		37.0			35.2			67.6			34.5			34.4
North America		28.8			27.9			53.5			29.7			29.7
South America		8.2			7.3			14.1			4.8			4.7
Asia		11.3			11.1			20.6			12.2			12.0
Holding & corporate		(7.1	)		(9.6	)		(11.1	)		(5.2	)		0.3

(1): Represents net finance costs.
(2): Pro forma per share data gives effect to our conversion into a Luxembourg public limited liability company (société anonyme), the conversion of all of the ordinary shares of Twist Beauty S.à r.l. & Partners S.C.A. into ordinary shares of Albéa S.A., this offering and the use of proceeds from this offering as described in "Use of Proceeds," assuming the ordinary shares offered by us are sold for $ per ordinary share, the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting the underwriting discounts and estimated offering expenses payable by us, as if each of these events occurred on . Pro forma earnings / (loss) per ordinary share consists of pro forma earnings / (loss) divided by the pro forma weighted average number of ordinary shares outstanding.
(3): In considering the financial performance of our business and as a management tool in business decision making, our management analyzes the financial performance measures of EBITDA, Adjusted EBITDA and Adjusted Net Income at a company and operating segment level. We define EBITDA as profit / (loss) from continuing operations before financial result, income taxes, share of income from associates and depreciation and amortization. We define Adjusted EBITDA as EBITDA adjusted to exclude impairment, restructuring costs and separation costs, management fees paid to Sun Capital affiliates ("Sun Capital management fees"), bargain purchase gain, non-operating advisory and acquisition fees, inventory step-up release due to purchase price allocation and other items which are not related to our core results of operations. We define Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) for the year ended December 31, 2012 as Adjusted EBITDA for the year ended December 31, 2012 further adjusted for the Rexam Cosmetics Business' Adjusted EBITDA for the 364-day period ended December 30, 2012. We define Adjusted Net Income as profit / (loss) from continuing operations adjusted to exclude restructuring costs and separation costs, Sun Capital management fees, bargain purchase gain, non-operating advisory and acquisition fees, inventory step-up release due to purchase price allocation and other items which are not related to our core results of operations, net of the tax effect of these items. EBITDA, Adjusted EBITDA, Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) and Adjusted Net Income are not measures defined by IFRS. The most directly comparable IFRS measure to EBITDA, Adjusted EBITDA, Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) and Adjusted Net Income is profit / (loss) from continuing operations.

We believe EBITDA, Adjusted EBITDA, Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) and Adjusted Net Income, as defined above, are useful metrics for investors to understand our results of operations and profitability because they permit investors to evaluate our recurring profitability from underlying operating activities. We also use these measures internally to establish forecasts, budgets and operational goals to manage and monitor our business, as well as evaluating our underlying historical performance. We believe EBITDA facilitates operating performance comparisons between periods and among other companies in industries similar to ours because it removes the effect of variation in capital structures, taxation, and non-cash depreciation, amortization and impairment charges, which may differ between companies for reasons unrelated to operating performance. We believe Adjusted EBITDA and Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) better reflect our underlying operating performance because they exclude the impact of items which are not related to our core results of operations. We believe

Adjusted Net Income better reflects our net income because it excludes the impact of items which are not related to our core net income, net of the tax effect of these items.

EBITDA and Adjusted EBITDA measures are frequently used by securities analysts, investors and other interested parties in their evaluation of companies comparable to us, many of which present net income and EBITDA-related performance measures when reporting their results.

EBITDA, Adjusted EBITDA, Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) and Adjusted Net Income have limitations as analytical tools. These measures are unaudited, are not presentations made in accordance with IFRS or the accounting standards of any other jurisdiction, are not measures of financial condition or liquidity and should not be considered in isolation or as alternatives to profit / (loss) from continuing operations or other measures determined in accordance with IFRS. EBITDA, Adjusted EBITDA, Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) and Adjusted Net Income are not necessarily comparable to similarly titled measures used by other companies.

The following table reconciles our profit / (loss) from continuing operations, our most directly comparable measure under IFRS, to EBITDA, Adjusted EBITDA and Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA):

	Six months ended June 30,						Year ended December 31,

	2014			2013			2013			2012			2011
	(in millions)
Profit / (loss) from continuing operations	$	(17.2	)	$	(27.5	)	$	(50.3	)	$	(26.3	)	$	18.6
Financial result^(a)		39.3			37.3			61.1			19.8			6.6
Income tax expense		6.4			4.9			6.8			9.1			8.9
Share of profit of associates		(0.2	)		(0.2	)		(0.3	)		0.1			(0.3	)
Depreciation and amortization		37.4			34.7			72.1			31.0			24.0


EBITDA	$	65.7		$	49.2		$	89.4		$	33.7		$	57.8
Impairment^(b)		—			—			4.7			1.4			—
Restructuring costs and separation costs^(c)		11.4			11.4			38.5			12.7			22.9
Sun Capital management fees^(d)		1.9			2.0			4.1			4.0			4.7
Bargain purchase gain^(e)		—			—			—			(2.4	)		(4.3	)
Non-operating advisory and acquisition fees^(f)		7.1			4.1			8.0			37.1			5.3
Inventory step-up release due to purchase price allocation^(g)		—			6.7			6.7			—			—
Other items^(h)		(0.1	)		0.5			4.1			0.9			(0.2	)


Adjusted EBITDA	$	86.0		$	73.9		$	155.5		$	87.4		$	86.2
Rexam Cosmetics Business 2012 Adjusted EBITDA⁽ⁱ⁾		—			—			—			41.3
Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA)	$	86.0		$	73.9		$	155.5		$	128.7

The following table reconciles our profit / (loss) from continuing operations, our most directly comparable measure under IFRS, to Adjusted Net Income:

	Six months ended June 30,						Year ended December 31,

	2014			2013			2013			2012			2011
	(in millions)
Profit / (loss) from continuing operations	$	(17.2	)	$	(27.5	)	$	(50.3	)	$	(26.3	)	$	18.6
Restructuring costs and separation costs^(c)		11.4			11.4			38.5			12.7			22.9
Sun Capital management fees^(d)		1.9			2.0			4.1			4.0			4.7
Bargain purchase gain^(e)		—			—			—			(2.4	)		(4.3	)
Non-operating advisory and acquisition fees^(f)		7.1			4.1			8.0			37.1			5.3
Inventory step-up release due to purchase price allocation^(g)		—			6.7			6.7			—			—
Other items^(h)		(0.1	)		0.5			4.1			0.9			(0.2	)
Income tax effect^(j)		(0.5	)		(0.5	)		(1.0	)		(4.3	)		(1.0	)
Amortization of acquisition-related intangibles^(k)		6.2			6.2			12.1			—			—


Adjusted Net Income	$	8.8		$	2.9		$	22.2		$	21.7		$	46.0

(a): Represents net finance costs.
(b): Impairment charges for the year ended December 31, 2013 included the fair value adjustments of $1.9 million for industrial buildings in France that are no longer used and of $2.4 million for our subsidiary Cotuplas S.A.S., each of which has been reclassified as assets held for sale. Impairment charges for the year ended December 31, 2012 included the fair value adjustments of certain unused equipment in our plants in Germany and Mexico.

(c): Represents restructuring expenses relating to severance and relocation costs for site closures in the historical period which are deemed to be not in the ordinary course of business, and also includes separation costs related to the Rexam Cosmetics Acquisition. For more information, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Comparability and Facility Rationalizations—The Rexam Cosmetics Acquisition and Related Synergies and Operational Improvement."
(d): Represents management and transaction advisory fees paid to affiliates of Sun Capital. In connection with this offering, we expect to terminate the three consulting agreements we entered into in 2012 with Sun Capital Partners Management V, LLC, an affiliate of Sun Capital. In connection with such termination, we will pay to Sun Capital Partners Management V, LLC, an affiliate of Sun Capital, a termination fee of $7.5 million. See "Certain Relationships and Related Party Transactions—Consulting Agreements."
(e): Represents the non-cash gain on the acquisition of the business assets from Eyelematic Manufacturing Company, Inc., Echo Manufacturing Company, Inc. and Seemar Real Estate, LLC in November 2011 (the "Albéa Metal Acquisition") and the acquisitions of Jade River International Ltd., Honeycomb International Ltd. and ZhongShan Meiquan Plastic Products Co. Ltd. in April 2012 (the "Tex China Acquisition").
(f): Represents advisory and acquisition fees related to the Albéa Metal Acquisition, the Tex China Acquisition and the Rexam Cosmetics Acquisition. Other advisory costs relate to strategic and operational consulting in relation to the integration of Betts and an Albéa operational improvement plan, legal advice in relation to the management participation program, accounting advice in relation to debt issuance, and other costs.
: The sum of the EBITDA adjustments "restructuring costs and separation costs" and "non-operating advisory and acquisition fees" represents the line item "restructuring and project costs" in our income statement for the years ended December 31, 2013, 2012 and 2011 and for the six months ended June 30, 2014 and 2013.
(g): Represents the non-cash impact of recording the inventory acquired as part of the Rexam Cosmetics Acquisition at fair value instead of at cost in accordance with IFRS 3 (Business Combinations).
(h): Represents (gains) and losses on disposal of assets ($0.6 million for the six months ended June 30, 2014, $0.4 million for the six months ended June 30, 2013, $2.8 million in 2013, $(0.5) million in 2012 and $0.0 million in 2011), foreign exchange unrealized (gains) and losses ($(0.7) million for the six months ended June 30, 2014, $0.1 million for the six months ended June 30, 2013, $1.2 million in 2013, $1.0 million in 2012 and $(0.8) million in 2011), and certain other items ($0.0 million for the six months ended June 30, 2014, $0.0 million for the six months ended June 30, 2013, $0.1 million in 2013, $0.4 million in 2012 and $0.6 million in 2011).
(i): The following table reconciles profit/(loss) from continuing operations of the Rexam Cosmetics Business, the most directly comparable measure under IFRS, for the 364-day period ended December 30, 2012 to the Rexam Cosmetics Business' EBITDA and Adjusted EBITDA. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Comparability and Facility Rationalizations—The Rexam Cosmetics Acquisition and Related Synergies and Operational Improvement."

	364-day period ended December 30, 2012

	(in millions)
Profit / (loss) from continuing operations	$	(118.6	)
Financial result		2.8
Income tax expense		30.0
Depreciation and amortization		32.7


Rexam Cosmetics Business EBITDA	$	(53.1	)
Impairment		87.9
Restructuring and project costs		4.3
Retention bonus		6.0
Profit sharing of Le Treport		6.5
Gain on disposals		(10.2	)
Other		(0.1	)


Rexam Cosmetics Business 2012 Adjusted EBITDA	$	41.3

(j): Represents an add back of the tax savings relating to the Sun Capital management fees and the advisory fees relating to the Rexam Cosmetics Acquisition in countries where we pay income tax (based on an assumed tax rate).
(k): Represents amortization of intangibles as a result of the application of acquisition accounting as part of the Rexam Cosmetics Acquisition. This is presented under the item "intangible assets depreciation (purchase price allocation)" in note 5.6 to our financial statements as of and for the years ended December 31, 2013, 2012 and 2011 and note 5.5 to

our unaudited condensed interim consolidated financial statements as of June 30, 2014 and for the six months ended June 30, 2014 and 2013.

(4): EBITDA Margin is defined as EBITDA as a percentage of revenue. Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of revenue. Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) Margin is defined as Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) as a percentage of pro forma revenue. The pro forma revenue presents our revenue as if the Rexam Cosmetics Acquisition had occurred on January 1, 2012.
(5): In considering our financial condition, our management analyzes net debt, which is defined as total borrowings, minus (i) amortized financing fees incurred in relation to the Senior Secured Notes issuance and (ii) cash and cash equivalents (net of bank facilities and bank overdrafts).

Net debt has limitations as an analytical tool. Net debt is neither a measure defined by or presented in accordance with IFRS nor a measure of financial performance or liquidity, and should not be considered in isolation or as an alternative financial measure determined in accordance with IFRS. Net debt is not necessarily comparable to similarly titled measures used by other companies.

See note 6.10 to our audited consolidated financial statements and note 6.10 to our unaudited condensed interim consolidated financial statements included in this prospectus for a reconciliation of total borrowings to net debt. Total borrowings is the most directly comparable financial measure under IFRS for the periods presented.

Investing in our ordinary shares involves a significant degree of risk. You should carefully consider the risks described below, together with the financial and other information contained in this prospectus, before you decide to purchase our ordinary shares. If any of the following risks actually occurs, our business, financial condition, results of operations, cash flow and prospects could be materially and adversely affected. As a result, the trading price of our ordinary shares could decline and you could lose all or part of your investment in our ordinary shares. Additional risks that are not currently known to us or that we currently consider immaterial may also impair our business, financial condition, results of operation and prospects.

Our primary direct customers sell to consumers of skincare, color cosmetics, fragrance and oral care products. If economic conditions affect consumer demand, our customers may be affected and reduce the demand for our products.

Cosmetic and beauty products are generally considered discretionary and as a result our sales are affected by macroeconomic conditions in the markets in which we operate, including changes in national, regional and local employment levels, shifts in consumer spending patterns, credit availability and economic activity. Consumer confidence and consumer purchases could fall significantly during economic downturns. In addition, as economic conditions deteriorate, retailers often seek to manage inventory levels and slow their rate of product purchases as they try to sell products already in stock. As a result, our customers reduce the rate at which they purchase our products and also generally seek to reduce working capital, to revise trade credit terms and aggressively negotiate prices during an economic slowdown, which may adversely affect our financial position and our ability to fund our operations. In addition, disruptions in the overall economy could negatively affect consumer spending, which could be harmful to our business, results of operations and financial condition.

Deterioration in economic conditions or disruptions in credit markets also pose a risk to our commercial relationships with our customers, suppliers and creditors. If economic conditions deteriorate significantly, or if our customers or raw material suppliers are not able to refinance their existing credit lines or otherwise are forced to cease doing business, our business would be materially adversely affected. The financial condition of some of our customers may expose us to credit risk. If our customers suffer financial difficulty, they may not be able to pay us, which could have a material adverse effect on our results of operations. In addition, if we are not able to secure working capital or other funding due to a lack of availability of credit, we may not be able to pay our suppliers who may cease doing business with us, which could have a material adverse effect on our business, results of operations and financial condition.

Significant competition in our markets may adversely affect our competitive position, sales and overall operations.

The beauty and personal care packaging industry is highly competitive. The markets for our products are mature in Europe and North America, and there are many competing manufacturers that produce similar and other types of packaging. Additionally, we compete to a certain extent with our customers if they have in-house packaging-making capabilities. We face competition from alternative forms of packaging, including plastic, carton, glass and metal containers or flexible pouches and tubes made from other materials, and if these products are successful, our business may be negatively affected.

New manufacturers may enter our markets and some of our current competitors have, and future competitors may have, greater financial, marketing, research and development, and other resources available than we do. For example, some of our key competitors include Aptar, Berry Plastics, CCL Packaging, Essel Propack, the Pochet-Qualipac group and MeadWestvaco, each of which has substantial

financial, marketing and other resources and established brand names. Our competitors could use their significant resources to increase their marketing, develop new products or reduce their prices in a manner that adversely impacts our ability to sell our products at prices that generate the same margins we have earned in the past, or at all. It may be possible for our current or future competitors to develop new product, manufacturing technology or processes that may allow them to offer packaging products at a cost or quality that has a significant advantage over our products. If competition in our higher margin businesses increases, including our pumps business, our overall margins could be substantially reduced.

We may be adversely affected by the loss of key customers, and our customer concentration could increase due to industry consolidation, which would increase customers' leverage over their suppliers such as us and cause downward pressure on prices, which may adversely affect our profitability.

Our commercial relations with most of our customers are conducted through short-term supply agreements or purchase orders. We generally do not have binding, long-term arrangements with our customers. As a result, we may not be able to continue to sell our products to our customers or sell on terms as favorable as in the past, or at all. Loss of key contracts, such as the loss in 2011 of the Unilever contract, which represented 24% of our sales in Brazil prior to the Rexam Cosmetics Acquisition, could have a material impact on our business, results of operations and financial condition.

Several large international customers, such as L'Oréal, Procter & Gamble, Unilever, LVMH or Estée Lauder account for a significant share of the beauty and personal care market. For the year ended December 31, 2013, our ten largest customers accounted for approximately 50% of our revenue and our largest customer, L'Oréal, accounted for approximately 16% of our revenue. The leading beauty and personal care companies outweigh the size of their packaging suppliers, us included. The consolidation of our customers has increased the concentration of our revenue from our largest customers. Due in large part to this consolidation and the fragmentation of their packaging supplier base, customers have often been able to obtain year-on-year price reductions over the past years for comparable products. The price competition encouraged by such customers may put pressure on our margins, despite increases in productivity. There can be no assurance that we will not be pressured in the future by our customers to accept further cuts in prices, which could have a material adverse effect on our business, results of operations and financial condition. In addition, this consolidation may lead customers to rely on a reduced number of packaging suppliers. If, following the consolidation of one of our customers with another company, a competitor would be the main supplier to the consolidated company, this could have a material adverse effect on our business, results of operations and financial condition.

There is also the risk that our customers may shift their production operations to locations in which we do not currently have a presence. Additionally, our customers may decide to in-source the production of packaging which we currently supply. Some of our largest customers have acquired companies with product lines similar or complementary to us. If our customers shift production facilities away from our plants or begin producing their own packaging materials, our business, results of operations and financial condition could be adversely impacted.

Increases in raw material, labor and energy costs, or a shortage of available raw materials may have a material adverse effect on our business, financial condition and results of operations.

Our margins are driven by the prices we charge for our products and the costs of the raw materials we require to make our products, our labor costs and our energy costs. In total, raw materials and components accounted for 33.1% of the cost of sales of the products we manufacture and 27.1% of the sales value of these products in 2013, with plastic resins and films representing 15.7% of our cost of sales and 12.9% of our sales. Total employee benefit expenses represented 29.6% of our revenue in

2013. Over the same period, energy costs represented 3.5% of our cost of sales and 2.8% of our revenue.

The raw materials we depend on in our production are primarily plastic resins, closures, plastic film, lacquers, inks, varnishes and various metal parts. The prices for these materials tend to be volatile. Price fluctuations, in particular with respect to plastic resins, may have a material adverse effect on our business, results of operations and financial condition. The resins we utilize are produced by a small number of companies, with the exception of Surlyn resins, which are available only from DuPont. Further consolidation could occur among our resin suppliers, and such consolidation could hinder our ability to obtain adequate supplies of raw materials, which could lead to higher prices. If the cost of plastic would increase, or if the cost of aluminum would decrease, we may not be able to convince our customers to replace aluminum and other packaging material with plastic, and thus we may not be successful in our strategy to increase the size of our addressable market. Further, there is a limited number of suppliers for various metal parts that we use for the pumps in our dispensing systems. Failure to obtain adequate supplies of raw materials or future price increases could have a material adverse effect on our business, results of operations and financial condition.

The raw materials that we use have historically been available in adequate supply from multiple sources. However, volatility in global economic conditions, fluctuations in oil prices and plastic resin demand, production constraints and other factors could result in temporary shortages of raw materials. If any of our suppliers is subject to a major production disruption or is unable to meet its obligations under present supply agreements, we may be forced to pay higher prices to obtain the necessary raw materials and may not be able to increase the prices of our products. Therefore, interruptions in supply could increase pressure on our margins, or could harm our ability to deliver our products to our customers on a timely basis, which could adversely affect our business, results of operations and financial condition.

Employee costs have been increasing steadily in all of our locations over the past years, with higher growth in "low-cost countries" where we manufacture products for export to U.S. and European customers. For example, labor costs generally in China and Indonesia increased significantly in 2013. Our labor costs may rise faster than expected in the future as a result of increased workforce activism, government decrees or changes in social and pension contribution rules. The continued and sustained increase in labor costs may make some of our plants less competitive against manufacturers operating from countries with lower salary levels, particularly if we do not manage to offset the increase in labor costs through productivity gains.

We mostly use electricity to power our plants and operations and also use natural gas and oil. In recent years, the cost of natural gas and electricity has increased substantially in all locations in which we operate. These costs may continue to increase and we may not be able to pass these costs through to our customers.

Our ability to pass on increases in raw materials, labor and energy costs to our customers is, to a large extent, dependent upon market conditions. We may not be able to enter into fixed price or longer term arrangements for our raw materials, and even if we do, we may not be able to secure favorable prices for them for specified future periods or reduce our exposure to near-term price fluctuations. Not all of our agreements contain price escalation clauses that adjust prices based on our costs and these clauses may not in all cases be effective to offset our increased costs. We also sell a substantial portion of our products under purchase orders, in which pricing is based on pricing sheets that we have previously sent to our customers. We may not be able to increase prices for these purchases if customers do not agree to a price escalation. Where we are able to raise prices, there is often a six-month to nine-month lag between the time our raw material prices increase and the time we realize increased pricing from our customers. As a result, if our raw materials, labor and energy costs increase, our margins will be negatively impacted.

Our business requires high levels of capital investments, and we may not be able to make such investments, which would adversely affect our business.

Our business requires high levels of capital investments, including maintenance and growth expenditures. For the year ended December 31, 2013, capital expenditures accounted for $102.5 million. Since being acquired by affiliates of Sun Capital, we have undertaken several projects requiring significant capital expenditures to improve efficiencies and achieve higher margins on our products. Our routine maintenance capital expenditures are also high, since we are required to spend significant amounts to maintain our plants. We also make capital expenditures in connection with the production and development of new products. For example, we are required to make injection molds or new toolings when we manufacture new products for our customers. We use these molds and toolings throughout the life span of these products and generally manufacture new molds as these products cease to be produced and new products take their place. We may not be able to make such capital expenditures if we do not generate sufficient cash flow from operations, have funds available for future borrowings under our existing credit facilities, are restricted from incurring additional debt or if our liquidity is impaired as a result of other factors. If we are unable to fund our capital expenditure requirements, we may not be able to maintain or expand our manufacturing capacity or efficiently produce new products, which may negatively impact our competitive position and, ultimately, our revenue and profitability.

We may be unable to integrate the Rexam Cosmetics Business effectively and realize the potential and anticipated benefits from the Rexam Cosmetics Acquisition.

We cannot assure you that we will be able to integrate the Rexam Cosmetics Business effectively. If we cannot successfully integrate the Rexam Cosmetics Business we may not be able to realize the potential and targeted benefits from the Rexam Cosmetics Acquisition. In connection with the integration of the Rexam Cosmetics Business into our existing operating structure, we are seeking to realize annualized synergies and cost savings of approximately $47 million (compared to 2012 costs) by the end of 2016, increased from our initial target of $45.5 million established at the time we completed the Rexam Cosmetics Acquisition, from manufacturing footprint optimization, procurement savings, corporate overhead and function integration savings and certain stand-alone cost opportunities. As of December 31, 2013, we have already realized annualized synergies and cost savings of approximately $22 million (compared to 2012 costs). As of June 30, 2014, we have achieved approximately $6 million of additional annualized synergies and cost savings related to the Rexam Cosmetics Acquisition (compared to 2012 costs). In order to realize targeted annualized synergies and cost savings, we expect to make significant cash outlays, which may be higher than our estimated amount. In total, we currently estimate that, through 2016, we will spend approximately $110 million to realize the targeted annualized synergies and cost savings as a result of the Rexam Cosmetics Acquisition, decreased from our initial estimate of $127 million established at the time we completed the Rexam Cosmetics Acquisition.

Our targeted cost synergies are based upon assumptions about our ability to implement these measures in a timely fashion and within certain cost parameters. Our ability to achieve our targeted cost synergies is dependent upon a significant number of factors, some of which may be beyond our control. If one or more of our underlying assumptions regarding these projects proves to have been incorrect, these efforts could lead to substantially higher costs than planned and we may not be able to realize fully, or in the anticipated timeframe, the expected benefits of our targeted cost synergies. Also, cost synergies from improved production processes may not be realized or sustained due to changes in customer needs, environmental law, availability of raw materials, energy costs, difficulty of integrating employees due to different working cultures or other variables. The continued integration of the Rexam Cosmetics Business could have unintended consequences, such as the loss of key customers and suppliers. Our inability to realize the targeted cost savings, synergies and revenue enhancements from

the Rexam Cosmetics Acquisition could have a material adverse effect on our business, results of operations and financial condition.

We may be unable to execute our consolidation and relocation project in China, which could negatively impact our business by increasing our costs.

We currently have plants in China, located in Shanghai and Suzhou. We intend to relocate and consolidate part of our activities in Shanghai into one location in Suzhou. Our Shanghai plant is the subject of a compulsory purchase order by the Chinese government. We have been advised that in return for our property being acquired following a government-initiated compulsory purchase, we will receive net proceeds of approximately $49.7 million in compensation, of which $35.5 million was received in 2013. Of the $35.5 million we received from the Chinese government in 2013, $33.0 million was for our Shanghai plant and $2.5 million was for the relocation from a previous Suzhou plant to our current Suzhou plant as a result of another compulsory purchase. We have been advised that the outstanding amount relating to the Shanghai plant should be paid by the end of 2014 after the purchase by the Chinese government, which was completed in May 2014. As of August 1, 2014 we have received $3.2 million of the outstanding amount. There can be no assurance regarding when the outstanding amount will be paid or whether it will be paid on time or in full. Any failure to execute our footprint optimization projects in China or to receive the funds owed from the Chinese government may have a material adverse effect on our business, results of operations and financial condition.

We are exposed to currency fluctuation risks in several different countries that could adversely affect our profitability.

We currently have operations in 14 different countries across Europe, North America, South America and Asia. As a result, our businesses are subject to currency fluctuation risks. Our results of operations may be affected by both the transaction effects and the translation effects of foreign currency exchange rate fluctuations. In 2013, we earned 42.1% of our revenue in euro, 29.3% in U.S. dollars and 7.5% in Brazilian real. We are exposed to currency fluctuation when we convert currencies that we may receive (as revenue) for our products into currencies required to pay our debt, purchase raw materials, meet our fixed costs or pay for services, which could result in a gain or loss depending on fluctuations in exchange rates. For example, our transactions in Asia, Mexico and the United States are invoiced in U.S. dollars and we often incur costs in currencies other than the U.S. dollar. For the years ended December 31, 2013, 2012 and 2011, and for the six months ended June 30, 2014 and 2013, these fluctuations had a significant effect on our results of operations.

We are also exposed to foreign exchange risk through the translation of the financial statements from our functional currencies to the U.S. dollar, which is currency translation risk. Our income or expense is reported in the relevant local currency and translated into U.S. dollars at the applicable currency exchange rate for inclusion in our combined financial statements. Therefore, our results in any given period are materially affected by fluctuations in the value of the U.S. dollar relative to the other currencies in which we have costs and expenses. We record the effects of these translations in our consolidated statement of recognized income and expense as exchange differences on retranslation of foreign operations. These translations could significantly affect the comparability of our results between financial periods or result in significant changes to the carrying value of our assets, liabilities and shareholders' equity.

We have a policy of not hedging currency risk, which exposes us to the risk of unfavorable cash-flow variations due to changes in foreign currency and is only aimed at providing time to attempt to pass through to customers the impact on revenue and costs of long-lasting, unfavorable exchange rate variations. We do not hedge our foreign exchange exposure since we consider that, over time, the cost of hedging would be greater than the benefits derived from smoothing the impact of the fluctuations in the exchange rate. Significant changes in the value of the U.S. dollar or the other

currencies in which we have costs and expenses relative to each other could have a material adverse effect on our business, results of operations and financial condition.

We may fail to keep up with product innovation and shifts in consumer preferences, which may negatively impact our profitability.

Our profitability and our future growth will depend, among other things, on our ability to introduce new products and applications that offer value for our customers. For the year ended December 31, 2013, we invested $15.9 million in product development and engineering. Our product innovation is focused on developing value-added and innovative packaging for our customers, and our products generally have a lifetime of, on average, three to five years. Product development and engineering also requires significant investment. We cannot assure you that our product development and engineering efforts will continue to deliver competitive products or that we will consistently be able to renew our production lines as our customers stop using those products. If we fail to keep pace with the evolving technological innovations in our markets or we fail to maintain our key competencies, we may experience a material adverse effect on our business, results of operations and financial condition. We may also face challenges in manufacturing innovative new products for a number of reasons including the production complexity and logistic challenges of launching a production line in several plants located in different countries under time pressure and budget constraints.

Our sales may be impacted by variations in consumer preferences. Consumer tastes may shift away from plastic-based packaging towards different styles of packaging. For example, difficult economic conditions may result in consumers' preference of less expensive and less elaborate forms of packaging. A material shift in consumer preferences from our packaging types, or competitive pressures from our direct and indirect competitors, could result in a decline in sales volume or pricing pressure that would have a material adverse effect on our business, results of operations and financial condition.

Some of our customers' products experience higher demand as part of their launch or as a result of promotions and advertising campaigns. Our production capacity is, on the other hand, usually constrained by line capacity, injection molding capacity, decoration processes or assembly automation. We may, therefore, be unable to deliver production at the level required by our customers during periods of strong sales to consumers, which may lead us to lose potential revenue or face claims from customers. In addition, our relationship with certain customers may be jeopardized and lead to a reduction in, or termination of, our business with these customers if we cannot meet their production requirements.

Any interruption in the operations of our manufacturing plants may adversely affect our business.

Our manufacturing operations are subject to risks relating to plastics conversion, printing and varnishing operations and the related use, storage, transportation and disposal of feedstocks, inks and lacquers, products and wastes, including but not limited to:

These risks can cause personal injury and loss of life, catastrophic damage to, or destruction of, property and equipment and environmental damage, and may result in a suspension of operations, litigation exposures, loss of market share and the imposition of civil or criminal penalties. As a result, we may experience unplanned business interruptions and such interruptions may have an adverse impact on our business, results of operations and financial condition. We may not be able to secure alternative production capacity in the event of a major disruption or, if available, such capacity may not be able to be obtained on favorable terms. To the extent that we experience any breakdown of key manufacturing equipment or similar manufacturing problems, we will be required to make capital expenditures which may be costly, and may make it difficult for us to meet customer demand in a timely manner, which would result in a loss of revenue and could impair our liquidity.

We mainly use electrical power and natural gas to manufacture our products. These energy sources are essential to our operations and we rely on their continuous supply to conduct our business. For example, frequent or prolonged power interruptions may have a material adverse effect on our operations. Certain locations in which we have operations, such as Brazil, Mexico, China, Indonesia, Russia and India, have experienced power shortages in the past and may continue to do so occasionally.

We are exposed to risks related to conducting operations in several different countries.

We currently have manufacturing plants located in the European Union (France, Germany, Poland, Italy, the United Kingdom and the Netherlands), the United States, Canada, Mexico, Brazil, China, Indonesia, India and Russia. As a result, our business is subject to risks related to the differing legal, political, social and regulatory requirements and economic conditions of many jurisdictions. For example:

Any of these factors could require us to change our current operational structure and could have a material adverse effect on our business, results of operations and financial condition.

The financial information included in this prospectus may not be representative of our operations as a combined company or otherwise comparable to our current results of operations.

Prior to the Rexam Cosmetics Acquisition, the Rexam Cosmetics Business was operated as a wholly owned portion of the plastic packaging operating segment of Rexam plc. The financial statements of the Rexam Cosmetics Business represent amounts that have been carved out from Rexam plc's consolidated financial statements and reflect assumptions and allocations made to reflect the business of the Rexam Cosmetics Business on a stand-alone basis. As a result, the results of operations included in this prospectus may not reflect the results of the Rexam Cosmetics Business if it had operated as a stand-alone entity prior to its acquisition by us.

In addition, Albéa and the Rexam Cosmetics Business had no prior history as a combined business prior to December 30, 2012, and our operations were not managed on a combined basis prior to that date. Therefore, the pro forma revenue and costs of sales of Albéa and the Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) in this prospectus do not reflect what revenue, costs of sales and Adjusted EBITDA would have been had we operated on a combined basis and may not be indicative of what our results of operations, financial position and cash flows will be in the future.

Current and future environmental, health, safety and product requirements could adversely affect our financial condition and our ability to conduct our business.

Our operations, properties and products are subject to international, European Union (the "EU"), U.S. federal and state, national and local environmental laws and regulations that impose limitations on the discharge of pollutants into the air, soil and water, establish standards for the treatment, storage and disposal of solid and hazardous wastes, and require investigation and clean-up of contaminated sites, establish environmental standards for our products and raw material inputs to our product processes, as well as determine the requirements and standards for workplace health and safety, including the European Union's Regulation on Registration, Evaluation, Authorization and Restriction of Chemicals ("REACH") (EC 1907/2006). Certain environmental laws in the jurisdictions in which we operate, including the Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, in the United States, impose joint and several liability for cleanup costs, without regard to fault, on current and former owners of property that has been impacted by a release of a hazardous substance or on persons who have disposed of, arranged for the disposal of or released hazardous substances into the environment.

Product requirements have generally become more stringent worldwide. For example, countries outside the EU have implemented or are developing chemical regulations similar to REACH. Such laws and regulations could impose requirements or restrictions on the substances incorporated into our products. Further, changes in laws and regulations could result in restrictions on, and conditions for use of, beauty and personal care products, or on the use of materials and agents in the manufacturing of our products. Changes in laws and regulations relating to the recycling of plastic packaging could also result in restrictions on the sale of our products or reduce demand for our product. These or other future product requirements could adversely affect our business, results of operations and financial condition if implemented in the markets where we operate. Further, we may from time to time receive notices and inquiries from regulatory authorities and others in relation to such laws and regulations, which could require us to incur substantial costs or could result in significant penalties.

REACH requires that certain substances imported or manufactured within the European Economic Area be registered with the European Chemicals Agency and evaluated for their safety. Among other things, REACH can result in the imposition of use or marketing restrictions, and may require the phase-out or substitution of certain more dangerous chemicals with suitable alternatives. We are affected by REACH as a "downstream" user of REACH-regulated substances, based on our incorporation of regulated substances into our products. The authorization process or the marketing and use restrictions imposed by REACH or other new regulations could increase the costs of or affect the supply of some chemicals that we use as raw materials or that are manufactured or imported into the European Union by us or our suppliers, or require us to substitute current raw materials with alternative substances. The failure to comply with these requirements could result in fines and penalties.

We may in the future have capital expenditures requirements in order to comply with applicable environmental, health, safety and product requirement laws and regulations. Continually changing compliance standards, which have become increasingly strict, are changing environmental technologies. From time to time, we could be subject to requests for information, notices of violation or investigations initiated by environmental regulatory agencies relating to our operations and properties, such as the requests related to the Pohatcong Valley Superfund Site in Washington, New Jersey. We may also assume significant environmental liabilities or obligations in future acquisitions. In addition, EU, U.S. federal and state, national and local governments could enact laws or regulations concerning environmental matters that directly or indirectly increase the cost of production, or otherwise adversely affect the demand, for plastic products.

Legislation that would prohibit, tax or restrict the sale or use of certain types of plastic and other containers, and would require diversion of solid wastes such as packaging materials from disposal in landfills, has been or may be introduced in the U.S. Congress, U.S. state legislatures, the European Union or certain member states thereof, and other legislative bodies. Container legislation has been adopted in a few jurisdictions and similar legislation has been defeated in public referenda in several jurisdictions, local elections and many state and local legislative sessions. Future legislation or regulation may have a material adverse effect on our business, results of operations and financial condition.

Many of our plants are subject to various permits and other regulatory requirements, violations of which may result in civil or criminal sanctions. In some cases, third parties may also have the right to sue to enforce compliance. There can be no assurance that potential future regulatory action would not have a material adverse effect on our business, results of operations and financial condition.

We are exposed to litigation risks, in particular related to ongoing environmental matters in the United States, which, if we do not prevail, may adversely affect our business.

As of the date of this prospectus, we are involved in a number of lawsuits, which relate to claims that arise in the ordinary course of our business. We have a number of employment or labor related litigations pending, mainly arising from wrongful termination claims in France, China and Brazil. Our operational improvement plan may result in additional human resources-related claims.

We are subject to potential liabilities and exposed to litigation by the Environmental Protection Agency ("EPA"), and a party to litigation by the U.S. Department of Justice ("DOJ") (currently stayed), associated with, among other things, the cleanup of contaminated soil and groundwater. In 2005, the EPA identified the prior owner of the Washington Facility, Pechiney Plastic Packaging, Inc., a subsidiary of Rio Tinto, as a potentially responsible party with respect to the Pohatcong Valley Superfund Site. "Superfund Sites" are contaminated sites designated by the U.S. federal government as being of the highest priority for cleanup, and costs associated with their remediation tend to be very high. In 2009, the EPA placed an environmental lien against the property to secure remedial liabilities

of approximately $15 million, which represented costs incurred by the EPA as of December 31, 2007. Pechiney Plastic Packaging, Inc. and Rio Tinto have agreed to perform all remedial action required and any operation and maintenance of remedial systems installed at the Washington Facility and to indemnify us for losses or claims we may incur associated with historical environmental conditions at the Washington Facility and the Pohatcong Valley Superfund Site. As the current owner of the Washington Facility, we expect to be a party to a forthcoming consent decree with the EPA, under which the parties will be responsible for completing remediation of the property. However, due to the indemnity from Pechiney Plastic Packaging, Inc. and Rio Tinto, our primary obligation under the consent decree should be limited to providing access to the Washington Facility as necessary for the remedial work and implement and maintain institutional controls placed on the property that are required by the EPA. The EPA's lien on the Washington Facility will remain in place until completion of the work required by the settlement agreement. It is possible that other government agencies and private parties also will file claims against us in connection with this site in the future. Our plants in Waterbury and Watertown, Connecticut, United States also have site contamination being remediated pursuant to the Connecticut Transfer Act. See "Business—Legal Proceedings."

There is no guarantee that we will be successful in all or any of our litigation matters. A negative outcome in one or more of the pending or threatened high-value lawsuits, or in several low-value lawsuits, may have a material adverse effect on our business, results of operations and financial condition.

Failure of control measures and systems resulting in faulty or contaminated products could have a material adverse effect on our business.

Failure to meet control measures and quality and safety standards, due to, among other things, accidental or malicious raw material contamination or due to supply chain contamination carried by human error or equipment failure may result in adverse effects on consumer health, litigation exposure, loss of market share, reputational damage, financial costs and loss of revenue.

In addition, if our products fail to meet our customer specifications or applicable standards, we may be required to incur substantial costs in taking appropriate corrective action (including recalling products from consumers) and to reimburse customers and consumers for losses suffered as a result of this failure. Customers and consumers may seek to recover these losses through litigation and, under applicable legal rules, may succeed in any such claim even if there is no negligence or other fault on our part. Placing an unsafe product on the market, failing to notify the regulatory authorities of a safety issue, failing to take appropriate corrective action and failing to meet other regulatory requirements relating to product safety could lead to regulatory investigation, enforcement action and prosecution. Any product quality or safety issue may also result in adverse publicity, which may damage our reputation. Any liability resulting from a product defect, if it were to be established in relation to a sufficient volume of claims or to claims for sufficiently large amounts, could have a material adverse effect on our business, results of operations, financial condition and cash flows. For example, in 2010, we faced a €5 million claim from Chanel, which was not entirely covered by our product insurance policy.

We may not be successful in protecting our intellectual property rights, including our unpatented proprietary know-how and trade secrets, or in avoiding claims that we infringed on the intellectual property rights of others.

In addition to relying on patent and trademark rights, we rely on unpatented proprietary know-how and trade secrets, and employ various methods, including confidentiality agreements with employees and consultants, customers and suppliers to protect our know-how and trade secrets. However, these methods and our patents and trademarks may not afford complete protection and there can be no assurance that others will not independently develop the know-how and trade secrets or

develop better production methods than us. Further, we may not be able to deter current and former employees, contractors and other parties from breaching confidentiality agreements and misappropriating proprietary information and it is possible that third parties may copy or otherwise obtain and use our information and proprietary technology without authorization or otherwise infringe on our intellectual property rights. Additionally, we have licensed, and may license in the future, patents, trademarks, trade secrets, and similar proprietary rights to third parties. While we attempt to ensure that our intellectual property and similar proprietary rights are protected when entering into business relationships, third parties may take actions that could materially and adversely affect our rights or the value of our intellectual property, similar proprietary rights or reputation. In the future, we may also rely on litigation to enforce our intellectual property rights and contractual rights, and, if not successful, we may not be able to protect the value of our intellectual property. Any litigation could be protracted and costly and could have a material adverse effect on our business, results of operations and financial condition regardless of its outcome.

Our success depends in part on our ability to obtain, or license from third parties, patents, trademarks, trade secrets and similar proprietary rights without infringing on the proprietary rights of third parties. Although we believe our intellectual property rights are sufficient to allow us to conduct our business without incurring liability to third parties, our products may infringe on the intellectual property rights of such persons. Furthermore, no assurance can be given that we will not be subject to claims asserting the infringement of the intellectual property rights of third parties seeking damages, the payment of royalties or licensing fees and/or injunctions against the sale of our products. Any such litigation could be protracted and costly and could have a material adverse effect on our business, results of operations and financial condition.

If we do business in countries, or do business that benefits countries or persons, that are targets of sanctions imposed by the U.S. government, our reputation and the market for our ordinary shares could be adversely affected.

Sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or strengthened over time. Although we intend to comply with all applicable sanctions and embargo laws and regulations, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business, and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. In addition, our reputation and the market for our securities may be adversely affected if we engage in certain other activities, such as engaging in operations under an otherwise lawful contract or transaction with a third party which separately and subsequently becomes involved in sanctionable conduct. Investor perception of the value of our ordinary shares may also be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.

Failure to comply with the U.S. Foreign Corrupt Practices Act or the UK Bribery Act could result in fines, criminal penalties, charter terminations and an adverse effect on our business.

We may operate in a number of countries throughout the world, including countries known to have a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws and intend to ensure full compliance with the U.S. Foreign Corrupt Practices Act of 1977, or the FCPA, and the UK Bribery Act. We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA and the UK Bribery

Act. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties and curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.

Our significant leverage may make it difficult for us to service our debt and operate our business.

We have, and will continue to have, a substantial amount of outstanding indebtedness with significant debt service requirements. As of June 30, 2014, we had total outstanding borrowings of $818.1 million. In addition, as of June 30, 2014, we had an aggregate of $28.2 million available for borrowing under our North American asset-based revolving credit facility (the "North American ABL Facility") and $40.0 million equivalent available for funding under the European Receivables Facility (as defined below). The European Receivables Facility Agreement (as defined below) has been replaced on June 23, 2014 by a new three year $100.0 million committed factoring facility (the "Committed European Receivables Facility"). See "Description of Certain Indebtedness—Committed European Receivables Facility."

Our substantial indebtedness could have other important consequences to you and significant effects on our business, including, but not limited to:

Our ability to service our indebtedness will depend on our future performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors. Many of these factors are beyond our control. For example, our indebtedness under our North American ABL Facility is subject to variable interest rates, which may increase if the market interest rates to which it is pegged increase. If we cannot service our indebtedness and meet our other obligations and commitments, we might be required to refinance our debt or to dispose of assets to obtain funds for such purpose. We cannot assure you that refinancing or asset dispositions could be effected on a timely basis or on satisfactory terms, if at all, or would be permitted by the terms of our debt instruments.

We are subject to restrictive covenants in the Senior Secured Notes Indenture and other debt documents, which could impair our ability to operate our business.

Restrictive covenants in the Senior Secured Notes Indenture may restrict our ability to operate our business. Our failure to comply with these covenants, including as a result of events beyond our control,

could result in an event of default thereunder that could materially and adversely affect our financial condition and results of operations.

The Senior Secured Notes Indenture contains negative covenants restricting, among other things, our ability to:

In addition, our other debt instruments contain similar covenants, such as our North American Facility Agreement and our European Receivables Facility Agreement (as defined below). The restrictions contained in the Senior Secured Notes Indenture and the other debt instruments could affect our ability to operate our business and may limit our ability to react to market conditions or take advantage of potential business opportunities as they arise. For example, such restrictions could adversely affect our ability to finance our operations, make strategic acquisitions, investments or alliances, restructure our organization or finance our capital needs. Additionally, our ability to comply with these covenants and restrictions may be affected by events beyond our control. These include prevailing economic, financial and industry conditions. If we breach any of these covenants or restrictions, we could be in default under our debt instruments.

If there was an event of default under any of our debt instruments that was neither cured nor waived, the holders of the defaulted debt could terminate their commitments thereunder and cause all amounts outstanding with respect to such indebtedness to be due and payable immediately, which in turn could result in cross defaults under our other debt instruments, including the Senior Secured Notes. Any such actions could force us into bankruptcy or liquidation, and we may not be able to repay our obligations under our indebtedness or continue as a going concern in such an event.

If Albéa Beauty Holdings S.A. (the "Senior Secured Notes Issuer") or its subsidiaries' creditors, accelerates the payment of those amounts, the assets of our subsidiaries may not be sufficient to repay in full those amounts, or to satisfy all other liabilities of our subsidiaries which would be due and payable. In addition, if our subsidiaries were unable to repay those amounts, our subsidiaries' creditors could proceed against any collateral granted to them to secure repayment of those amounts and those creditors with security interests will receive any enforcement proceeds from such assets and the Issuer will only have an equity claim on those assets once all secured debts are repaid in full.

Our success depends upon the continued service of our directors and senior management. Our future growth and success also depends on our ability to attract, train, retain and motivate skilled managerial, sales, administration, operating and technical personnel. The number of people with the necessary skills to serve in these positions, in particular once we are a listed company and our ordinary shares are publicly traded, is limited. Therefore, the loss of one or more of our key management or

operating personnel, or the failure to attract and retain additional key personnel, could have a material adverse effect on our business, results of operations and financial condition.

Our pension and similar obligations are mostly unfunded and subject to fluctuations in market conditions.

Most of our pension obligations are unfunded. A negative development in capital market conditions, in particular a downturn in the equity markets, could result in an increased underfunding of our pension obligations, which could require us to make additional contributions, potentially having a negative impact on our financial situation. As of December 31, 2013, our net unfunded pension and similar obligations amounted to $57.4 million. Our results in each period will be affected by the accounting impact of any changes in these liabilities, whether due to changes in equity markets or otherwise. If our pension obligations increase, it could have material adverse effects on our business, results of operations and financial condition.

We may not be able to enforce the indemnity Rexam plc or others have provided to us, and we are exposed to the credit risk of these indemnitors.

In connection with the Rexam Cosmetics Acquisition, Rexam plc has agreed to indemnify us, subject to certain limitations, for certain liabilities. Similarly, in our acquisition of the beauty packaging business of Rio Tinto Alcan in 2010, Rio Tinto agreed to indemnify us, subject to certain limitations, for certain liabilities such as liabilities incurred in connection with the Pohatcong Valley Superfund Site in Washington, New Jersey. Nonetheless, third parties have sought and could further seek to hold us responsible for the liabilities these parties have agreed to retain, and there can be no assurance that we will be able to enforce our claims under the indemnities against any of these parties. Moreover, even if we ultimately succeed in recovering any amounts for which we are held liable from any of these parties, we may temporarily be required to bear these losses ourselves. In addition, our ability to enforce our claims under the indemnities against any of these parties depends on their creditworthiness at the time we seek to enforce our claims, and there can be no assurance regarding their financial condition in the future.

Our insurance coverage may not be sufficient to cover the risks inherent in our business and future coverage may be difficult to obtain replacement insurance on acceptable terms or at all.

Our insurance policies may not provide adequate coverage for the risks inherent in our business, as these insurance policies typically exclude certain risks and are subject to certain thresholds and limits. We cannot assure you that our property, plant, equipment and inventories will not suffer damages due to unforeseen events or that the proceeds available from our insurance policies will be sufficient to protect us from all possible loss or damage resulting from such events. As a result, our insurance coverage may prove inadequate for events that may cause significant disruption to our operations, which may in turn have a material adverse effect on our business, results of operations and financial condition.

We may suffer indirect losses, such as the disruption of our business or third-party claims of damages, as a result of an insured risk event. Our business interruption insurance and general liability insurance policies are subject to limitations, thresholds and limits, and may not fully cover all of our indirect losses.

Among other factors, adverse political developments, security concerns and natural disasters in any country in which we operate may materially adversely affect available insurance coverage and result in increased premiums for available coverage and additional exclusions from coverage.

Prior to this offering, we will convert from a Luxembourg partnership limited by shares (société en commandite par actions) into a Luxembourg public limited liability company (société anonyme). It may be difficult for you to obtain or enforce judgments against us or our executive officers and directors in the United States.

We are organized under the laws of the Grand Duchy of Luxembourg. Prior to the completion of this offering, we will convert from a Luxembourg partnership limited by shares (société en commandite par actions) into a Luxembourg public limited liability company (société anonyme). Most of our assets are located outside the United States. Furthermore, most of our directors and officers named in this prospectus reside outside the United States and most of their assets are located outside the United States. As a result, investors may find it difficult to effect service of process within the United States upon us or these persons or to enforce outside the United States judgments obtained against us or these persons in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the U.S. federal securities laws. Likewise, it may also be difficult for an investor to enforce in U.S. courts judgments obtained against us or these persons in courts located in jurisdictions outside the United States, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. It may also be difficult for an investor to bring an original action in a Luxembourg court predicated upon the civil liability provisions of the U.S. federal securities laws against us or these persons. Luxembourg law, furthermore, does not recognize a shareholder's right to bring a derivative action on behalf of the Issuer.

As there is no treaty in force on the reciprocal recognition and enforcement of judgments in civil and commercial matters between the United States and the Grand Duchy of Luxembourg, courts in Luxembourg will not automatically recognize and enforce a final judgment rendered by a U.S. court. The enforceability in Luxembourg courts of judgments entered by U.S. courts will depend upon the conditions set forth in the Luxembourg procedural code, which may include the following:

Each of our directors and officers, past and present, is entitled to indemnification from us to the fullest extent permitted by Luxembourg law against liability and all expenses reasonably incurred or paid by him in connection with any losses or liabilities, claim, action, suit or proceeding in which he is involved by virtue of his being or having been a director or officer and against amounts paid or incurred by him in the settlement thereof, subject to limited exceptions. To the extent allowed by law, the rights and obligations among us and any of our current or former directors and officers will be governed exclusively by the laws of Luxembourg and subject to the jurisdiction of the Luxembourg courts, unless such rights or obligations do not relate to or arise out of their capacities as directors or officers. Although there is doubt as to whether U.S. courts would enforce such a provision in an action brought in the United States under U.S. securities laws, such provision could make enforcing judgments

obtained outside Luxembourg more difficult to enforce against our assets in Luxembourg or in jurisdictions that would apply Luxembourg law.

Our shareholders may have more difficulty protecting their interests than they would as shareholders of a U.S. corporation.

Upon conversion into a Luxembourg public limited liability company (société anonyme), our corporate affairs will be governed by our articles of association and by the laws governing public limited liability companies organized under the laws of the Grand Duchy of Luxembourg. The rights of our shareholders and the responsibilities of our directors and officers under Luxembourg law are different from those applicable to a corporation incorporated in the United States. Luxembourg law and regulations in respect of corporate governance matters might not be as protective of minority shareholders as state corporation laws in the United States. Therefore, our shareholders may have more difficulty in protecting their interests in connection with actions taken by our directors and officers or our principal shareholders than they would as shareholders of a corporation incorporated in the United States. See "Comparison of Shareholder Rights" for a discussion of differences between Luxembourg and Delaware corporate law.

You may not be able to participate in equity offerings, and you may not receive any value for rights that we may grant.

Pursuant to Luxembourg law on commercial companies, dated August 10, 1915, as amended (the "Luxembourg Corporate Law"), existing shareholders are generally entitled to pre-emptive subscription rights in the event of capital increases and issues of ordinary shares against cash contributions. However, prior to the completion of this offering, our articles of association will provide that pre-emptive subscription rights can be limited, waived or cancelled for a period of up to five (5) years, and the general meeting of our shareholders may renew, expand or amend such authorization. "Description of Share Capital—Pre-Emptive Rights."

Luxembourg insolvency laws may offer our shareholders less protection than they would have under U.S. insolvency laws.

As a company organized under the laws of the Grand Duchy of Luxembourg and with its registered office in Luxembourg, we are subject to Luxembourg insolvency laws in the event any insolvency proceedings are initiated against us including, among other things, Council Regulation (EC) No. 1346/2000 of May 29, 2000 on insolvency proceedings. Should courts in another European country determine that the insolvency laws of that country apply to us in accordance with and subject to such EU regulations, the courts in that country could have jurisdiction over the insolvency proceedings initiated against us. Insolvency laws in Luxembourg or the relevant other European country, if any, may offer our shareholders less protection than they would have under U.S. insolvency laws and make it more difficult for them to recover the amount they could expect to recover in a liquidation under U.S. insolvency laws.

As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain corporate governance standards applicable to U.S. issuers, including the requirement that a majority of an issuer's directors consist of independent directors. This may afford less protection to holders of our ordinary shares.

The listing rules of the NYSE require listed companies to have, among other things, a majority of their board members be independent, and to have independent director oversight of executive compensation, nomination of directors and corporate governance matters. As a foreign private issuer, however, we are permitted to follow home country practice instead of the above requirements.

Luxembourg law, the law of our home country, does not require that a majority of our board consist of independent directors or the implementation of a nominating and corporate governance committee, and our board may thus not include, or include fewer, independent directors than would be required if we were subject to the listing rules of the NYSE, or they may decide that it is in our interest not to have a compensation committee or nominating and corporate governance committee, or have such committees governed by practices that would not comply with the listing rules of the NYSE. Since a majority of our board of directors may not consist of independent directors if we decide to rely on the foreign private issuer exemption to the listing rules of the NYSE, our board's approach may, therefore, be different from that of a board with a majority of independent directors, and as a result, the management oversight of our company could, in the future, be more limited than if we were subject to the listing rules of the NYSE.

Moreover, because we qualify as a foreign private issuer under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. public companies, including (i) the sections of the Exchange Act that regulate the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (ii) the sections of the Exchange Act that require insiders to file public reports of their stock ownership and trading activities and impose liability on insiders who profit from trades made in a short period of time and (iii) the rules under the Exchange Act that require the filing of quarterly reports on Form 10-Q containing unaudited financial and other specified information and current reports on Form 8-K upon the occurrence of specified significant events. In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are not large accelerated filers or accelerated filers are required to file their annual report on Form 10-K within 90 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD, aimed at preventing issuers from making selective disclosures of material information. As a result, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

Under Rule 405, the determination of foreign private issuer status is made annually on the last business day of an issuer's most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on June 30, 2015. We would lose our foreign private issuer status if (i) a majority of our outstanding voting securities are directly or indirectly held of record by U.S. residents and (ii) a majority of our shareholders or a majority of our directors or management are U.S. citizens or residents, a majority of our assets are located in the United States, or our business is administered principally in the United States. If we were to lose our foreign private issuer status, the regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher. We may also be required to modify certain of our policies to comply with corporate governance practices associated with U.S. domestic issuers, which would involve additional costs.

Control by affiliates of Sun Capital could adversely affect our other shareholders.

When this offering is completed and upon our conversion into a Luxembourg public limited liability company (société anonyme), affiliates of Sun Capital will own, directly or indirectly, approximately % of our ordinary shares, assuming no exercise of the underwriters' option to purchase additional ordinary shares in this offering. As a result, affiliates of Sun Capital will be able to direct the election of all of the members of our board of directors and could exercise a controlling influence over our business and affairs, including any determinations with respect to mergers or other business combinations, the acquisition or disposition of assets, the incurrence of indebtedness, the issuance of any additional ordinary shares or other equity securities, the repurchase or redemption of ordinary shares and the payment of dividends. Similarly, it will have the power to determine matters submitted to a vote of our shareholders without the consent of our other shareholders, will have the power to prevent a change in our control and could take other actions that might be favorable to it.

In addition, because we are a foreign private issuer, we will not be subject to the independence requirements of the NYSE that would require that our board of directors be comprised of a majority of independent directors, that we have a compensation committee comprised solely of independent directors and that we have a nominating and governance committee comprised solely of independent directors.

This concentrated control by affiliates of Sun Capital will limit the ability of other shareholders to influence corporate matters and, as a result, we may take actions that our other shareholders do not view as beneficial. For example, this concentration of ownership could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which in turn could cause the market price of our ordinary shares to decline or prevent our shareholders from realizing a premium over the market price for their ordinary shares. Additionally, certain affiliates of Sun Capital are in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with us. They may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.

We may be classified as a passive foreign investment company, which could result in adverse United States federal income tax consequences to United States Holders of our ordinary shares.

Based on the current and anticipated value of our assets and the composition of our income and assets, we do not expect to be treated as a passive foreign investment company ("PFIC") for United States federal income tax purposes for our current taxable year ending December 31, 2014 or in the foreseeable future. However, the application of the PFIC rules is subject to uncertainty in several respects, and we cannot assure you that the United States Internal Revenue Service will not take a contrary position. A non-United States corporation will be a PFIC for any taxable year if either (i) at least 75% of its gross income for such year is passive income or (ii) at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income. A separate determination must be made after the close of each taxable year as to whether we were a PFIC for that year. Because the value of our assets for purposes of the PFIC test generally will be determined by reference to the market price of our ordinary shares, a significant decrease in the market price of our ordinary shares may cause us to become a PFIC. In addition, changes in the composition of our income or assets may cause us to become a PFIC. If we are a PFIC for any taxable year during which a United States Holder (as defined in "Material Tax Considerations—United States Federal Income Taxation—Passive Foreign Investment Company") holds an ordinary share, certain adverse United States federal income tax consequences could apply to such United States Holder. See "Material Tax Considerations—United States Federal Income Taxation—Passive Foreign Investment Company."

There has been no prior public market for our ordinary shares, and an active trading market may not develop or be sustained.

Prior to this offering, there has been no public market for our ordinary shares. We cannot predict the extent to which a trading market for our ordinary shares will develop or how liquid that market might become. An active trading market for our ordinary shares may never develop or may not be sustained, which could adversely affect your ability to sell your ordinary shares and the market price of your ordinary shares. Also, if you purchase ordinary shares in this offering, you will pay a price that was not established in public trading markets. The initial public offering price for the ordinary shares will be determined by negotiations between us, the selling shareholders and the underwriters and does not purport to be indicative of prices at which our ordinary shares will trade upon completion of this offering. Consequently, you may not be able to sell your ordinary shares above the initial public offering price and may suffer a loss on your investment.

The market price of our ordinary shares may be volatile and may trade at prices below the initial public offering price.

The stock market in general, and the market for equities of newly-public companies in particular, have been highly volatile. As a result, the market price of our ordinary shares is likely to be similarly volatile, and investors in our ordinary shares may experience a decrease, which could be substantial, in the value of their ordinary shares, including decreases unrelated to our operating performance or prospects, or a complete loss of their investment. The price of our ordinary shares could be subject to wide fluctuations in response to a number of factors, including those listed elsewhere in this "Risk Factors" section and others such as:

In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management's attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle or defend litigation.

A total of or % of our total outstanding ordinary shares after this offering are restricted from immediate resale, but may be sold on a stock exchange in the near future. The large number of ordinary shares eligible for public sale or subject to rights requiring us to register them for public sale could depress the market price of our ordinary shares.

The market price of our ordinary shares could decline as a result of sales of a large number of our ordinary shares in the market after this offering, and the perception that these sales could occur may also depress the market price of our ordinary shares. We will have ordinary shares outstanding after this offering. Of these ordinary shares, ordinary shares sold in this offering will be freely

tradable in the United States, except for any ordinary shares purchased by our "affiliates" as defined in Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"). See "Ordinary Shares Eligible For Future Sale."

The holders of outstanding ordinary shares have agreed with the underwriters, subject to a number of exceptions, not to dispose of or transfer any of their ordinary shares during the 180-day period beginning on the date of this prospectus, except with the prior written consent of the representatives of the underwriters in this offering. After the expiration of the 180-day restricted period, these ordinary shares, may be sold in the public market in the United States, subject to prior registration in the United States, if required, or reliance upon an exemption from U.S. registration, including, in the case of ordinary shares held by affiliates, compliance with the volume restrictions of Rule 144. See the description of the lock-up arrangements in "Underwriting."

Upon completion of this offering, the holders of ordinary shares, or % of our outstanding ordinary shares as of , 2014, will be entitled, under contracts providing for registration rights, to require us to register our ordinary shares owned by them with the Securities and Exchange Commission (the "SEC"). Upon effectiveness of any registration statement, subject to lock-up agreements with the representatives of the underwriters, those ordinary shares will be available for immediate resale in the United States in the open market. See "Certain Relationships and Related Party Transactions—Registration Rights Agreement."

Sales of our ordinary shares, as restrictions expire or pursuant to registration rights, may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. These sales, or the perception that such sales could occur, also could cause the market price for our ordinary shares to fall and make it more difficult for you to sell our ordinary shares.

Purchasers in this offering will immediately experience substantial dilution in net tangible book value of their ordinary shares.

The initial public offering price of our ordinary shares in this offering is considerably more than the net tangible book value per ordinary share. Purchasers in this offering will suffer immediate dilution of $ per ordinary share of pro forma net tangible book value, based on the sale of ordinary shares to be sold in this offering at an assumed initial public offering price of $ per ordinary share (the mid-point of the price range set forth on the cover of this prospectus). See "Dilution."

After the completion of this offering, we may not pay any dividends. Accordingly, investors may only realize future gains on their investments if the price of their ordinary shares increases, which may never occur.

We do not currently intend to pay dividends on our ordinary shares. The payment of cash distributions on ordinary shares is restricted under the terms of our Senior Secured Notes Indenture and the North American Facility Agreement. In addition, because we are a holding company, our ability to make any distributions on ordinary shares may be limited by restrictions on our ability to obtain sufficient funds from subsidiaries, including restrictions under the laws of their jurisdiction of organization or the terms of our Senior Secured Notes and the North American Facility Agreement. Furthermore, under the laws of Luxembourg, we are able to make distributions only to the extent that we have profits available and distributable reserves. Accordingly, investors may only realize future gains on their investments if the price of their ordinary shares increases, which may never occur. See "Dividend Policy."

We may in the future decide to offer additional equity to raise capital or for other purposes. Any such additional offering could reduce the proportionate ownership and voting interests of holders of our ordinary shares, as well as our earnings per ordinary share and net asset value per ordinary share. Future sales of substantial amounts of our ordinary shares in the public market, whether by us or by

our existing shareholders, or the perception that sales could occur, may adversely affect the market price of our ordinary shares, which could decline significantly.

Provisions in our organizational documents and Luxembourg law may deter takeover efforts that could be beneficial to shareholder value.

In addition to the beneficial ownership of a controlling percentage of our ordinary shares by affiliates of Sun Capital, our articles of association and Luxembourg law contain provisions that could make it harder for a third party to acquire us, even if doing so might be beneficial to our shareholders. As a result, you may lose your ability to sell your stock for a price in excess of the prevailing market price due to these protective measures, and efforts by shareholders to change our direction or management may be unsuccessful. See "Description of Share Capital."

The lack of U.S. public company experience of our management team could adversely impact our ability to comply with the reporting requirements of U.S. securities laws.

Our management team generally lacks U.S. public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in us.

We have historically operated as a private company. As a public company, we will incur significant legal, accounting, insurance and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. Any future growth of our business, as well as the additional reporting obligations as a public company, may strain our resources in our finance and accounting departments. Any future growth of our business will also require the expansion of our procedures for monitoring internal accounting functions and continued compliance with our reporting obligations. Any resulting growth of our employee base will also increase our need for internal audit and monitoring processes that are more extensive and broader in scope than those that we have historically required. We also have incurred and will incur costs associated with the Sarbanes-Oxley Act of 2002 and the Dodd Frank Wall Street Reform and Consumer Protection Act and related rules implemented by the SEC and the NYSE. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our ordinary shares, fines, sanctions and other regulatory action and potentially civil litigation.

Implementing internal control over financial reporting, and in particular compliance with Section 404 of the Sarbanes-Oxley Act of 2002 will require significant expenditures and effort by management, and if our independent registered public accounting firm is unable to provide an unqualified attestation report on our internal controls, the market price of our ordinary shares could be adversely affected.

As a public company, we will be required to document and test our internal control over financial reporting in order to satisfy the requirements of Section 404 of Sarbanes-Oxley Act of 2002, which will require annual management assessments of the effectiveness of our internal control over financial reporting and, beginning with our annual report on Form 20-F for the year ended December 31, 2015, a report by our independent registered public accounting firm that addresses the effectiveness of internal control over financial reporting. We have not yet begun the process of reviewing and testing our internal control over financial reporting. During this process, we may identify deficiencies that we may not be able to remediate in a timely manner to meet our deadline for compliance with Section 404 or that constitute a material weakness, which could require a restatement or other revision of our financial statements. Testing and maintaining internal control could divert our management's attention from other matters that are important to the operation of our business. We also expect that the imposition of these regulations will increase our legal and financial compliance costs and make some management activities more difficult, time consuming and costly. We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 or our independent registered public accounting firm may not issue an unqualified report on the effectiveness of our internal control over financial reporting. In such an event, we could not be certain that our financial statements will be accurate and investors could lose confidence in our reported financial information, which would likely have a negative effect on the trading price of our ordinary shares. In addition, if we do not maintain effective internal controls, we may not be able to accurately report our financial information on a timely basis, which could harm the trading price of our ordinary shares, impair our ability to raise additional capital, or jeopardize our stock exchange listing.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our ordinary shares or if our results of operations do not meet their expectations, the price of our ordinary shares could decline.

The market price of our ordinary shares will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause the market price of our ordinary shares or its trading volume to decline. Moreover, if one or more of the analysts who cover us downgrade our ordinary shares or if our results of operations or prospects do not meet their expectations, the market price of our ordinary shares could decline.

This prospectus contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this prospectus are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "project," "plan," "intend," "believe," "may," "will," "should," "can have," "likely" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated and projected costs, expenditures, cash flows, growth rates and results of operations, our plans and objectives for future operations, growth or initiatives, or strategies or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including, but not limited to:

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this prospectus. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this prospectus in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

We estimate that, based upon an assumed initial public offering price of $ per ordinary share, the midpoint of the price range set forth on the cover of this prospectus, we will receive net proceeds from the offering of approximately $ million, after deducting underwriting discounts and commissions. We will not receive any proceeds from the sale of our ordinary shares by the selling shareholders, including any ordinary shares sold by the selling shareholders in connection with the exercise of the underwriters' option to purchase additional ordinary shares.

We intend to use the net proceeds from the sale of ordinary shares by us in this offering for general corporate purposes, to pay a $7.5 million termination fee to Sun Capital Partners Management V, LLC, an affiliate of Sun Capital, in connection with the termination of the Consulting Agreements and to pay our and the selling shareholders' fees and expenses.

A $1.00 increase or decrease in the assumed initial public offering price of $ per ordinary share, the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease the net proceeds we receive from this offering by approximately $ million, after deducting underwriting discounts and commissions, assuming the number of ordinary shares offered by us, as set forth on the cover of this prospectus, remains the same.

We do not currently intend to pay dividends on our ordinary shares. However, we expect to reevaluate our dividend policy on a regular basis following the completion of this offering and may, subject to compliance with the covenants contained in the agreements governing our indebtedness, determine to pay dividends in the future. Our ability to pay dividends on our ordinary shares is limited in the near-term by our Senior Secured Notes Indenture and the North American Facility Agreement, and may be further restricted by the terms of any of our future debt or preferred securities. In addition, under Luxembourg law, at least 5% of our net profits per year must be allocated to the creation of a legal reserve until such reserve has reached an amount equal to 10% of our issued share capital. If the legal reserve subsequently falls below the 10% threshold, 5% of net profits again must be allocated toward the reserve until such reserve returns to the 10% threshold. If the legal reserve exceeds 10% of our issued share capital, the legal reserve may be reduced. The legal reserve is not available for distribution. Additionally, because we are a holding company, our ability to pay dividends on our ordinary shares is limited by restrictions on the ability of our subsidiaries to pay dividends or make distributions to us, including restrictions under the terms of the agreements governing our indebtedness. See "Description of Certain Indebtedness."

Any future determination to pay dividends will be at the discretion of our board of directors, subject to compliance with covenants in current and future agreements governing our indebtedness, and will depend upon our results of operations, financial condition, capital requirements and other factors that our board of directors deems relevant.

The following table sets forth our cash and cash equivalents and our capitalization as of June 30, 2014, on an actual basis and an as adjusted basis giving effect to (i) this offering at an assumed initial public offering price of $ per ordinary share (the midpoint of the range set forth on the cover page of this prospectus), (ii) the use of such proceeds as described under "Use of Proceeds," (iii) the termination of the European Receivables Facility and the entry into the Committed European Receivables Facility and (iv) our conversion into a Luxembourg public limited liability company (société anonyme).

The as adjusted information presented in the table below is illustrative only and will adjust based on the actual initial public offering price and other terms of this offering determined at pricing. You should read the following table in conjunction with the sections entitled "Use of Proceeds," "Selected Consolidated Financial and Other Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and our financial statements included elsewhere in this prospectus.

	As of June 30, 2014

	Actual			As Adjusted⁽¹⁾
	(in millions)
Cash and cash equivalents	$	57.9		$




Current borrowings:
European Receivables Facility⁽²⁾		59.9
North American ABL Facility⁽³⁾		18.5
Other existing debt⁽⁴⁾		31.0
Finance leases		9.6


Total current borrowings		119.0


Non-current borrowings:
Senior Secured Notes⁽⁵⁾		658.0
Other existing debt⁽⁴⁾		8.1
Finance leases		33.0


Total non-current borrowings		699.1


Total borrowings	$	818.1		$


Shareholders' Equity


Capital stock		0.3
Additional paid-in capital		17.2
Retained earnings and other components of equity		36.1
Other accumulated comprehensive income		(43.4	)
Non-controlling interests		0.1


Total equity		10.3


Total capitalization⁽⁶⁾	$	828.4		$

(2): As of June 30, 2014, we had approximately $40.0 million available for borrowing under the European Receivables Facility. The European Receivables Facility was replaced on June 23, 2014 (with effect from July 6, 2014) by a new three-year €100.0 million Committed European Receivables Facility. It includes a non-recourse committed receivables facility which led to the derecognition of $11.9 million of receivables and borrowings as of June 30, 2014.
(3): As of June 30, 2014, we had approximately $28.2 million available for borrowing under the North American ABL Facility.
(4): Other existing debt primarily includes our local lending facilities, which generally consist of purchase money indebtedness and facilities to fund working capital and factoring requirements in our various jurisdictions. In addition, as of June 30, 2014, we had $1.9 million of preferred equity certificates outstanding, which were accounted for as non-current borrowings.
(5): Represents (i) $385.0 million 8.375% U.S. dollar-denominated Senior Secured Notes and (ii) €200.0 million 8.75% euro-denominated Senior Secured Notes; as of June 30, 2014, at an exchange rate of €0.73 to $1.00, based on the noon buying rate in New York City for cable transfers in foreign currencies on such date as certified for customs purposes by the Federal Reserve Bank in New York.
(6): Total capitalization equals total borrowings plus total equity.

If you invest in our ordinary shares, your ownership interest will be diluted to the extent of the difference between the initial public offering price per ordinary share paid by purchasers of the ordinary shares and the pro forma net tangible book value per ordinary share after this offering. Our net tangible book value as of , 2014, before giving effect to the sale of ordinary shares offered in this offering, was approximately $ , or approximately $ per ordinary share. Net tangible book value per ordinary share represents the amount of our total tangible assets less the amount of our total liabilities, divided by the number of ordinary shares outstanding at , 2014, prior to the sale of ordinary shares offered in this offering. Dilution in net tangible book value per ordinary share represents the difference between the amount per ordinary share paid by investors in this offering and the pro forma net tangible book value per ordinary share outstanding immediately after this offering.

After giving effect to the sale of ordinary shares in this offering, based upon an assumed initial public offering price of per ordinary share, the midpoint of the price range set forth on the cover of this prospectus, after deducting underwriting discounts and commissions and estimated expenses payable by us in connection with this offering, our pro forma net tangible book value as of , 2014 would have been approximately $ million, or $ per ordinary share. This represents an immediate increase in net tangible book value of $ per ordinary share, to existing shareholders and immediate dilution of $ per ordinary share to new investors purchasing ordinary shares in this offering at the assumed initial public offering price.

The following table illustrates this dilution in net tangible book value per ordinary share to new investors:

If the underwriters exercise their option to purchase additional ordinary shares in full, our pro forma net tangible book value per ordinary share after the offering would be $ per ordinary share, the increase in pro forma net tangible book value per ordinary share attributable to this offering would be $ per ordinary share and the dilution per ordinary share to new investors would be $ per ordinary share.

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per ordinary share, the midpoint of the price range set forth on the cover of this prospectus, would increase (decrease) our pro forma net tangible book value by $ million, or $ per ordinary share, and the dilution in net tangible book value per ordinary share to investors in this offering by $ per ordinary share, assuming that the number of ordinary shares offered by us, as set forth on the cover of this prospectus, remains the same. The as adjusted information is illustrative only and, following the completion of this offering and the Repurchase, will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing.

The following table summarizes, as of , 2014, on a pro forma basis, the number of ordinary shares purchased from us, the aggregate cash consideration paid to us and the average price

per ordinary share paid to us by existing shareholders and to be paid by new investors purchasing ordinary shares from us in this offering. The table assumes an initial public offering price of $ per ordinary share, the midpoint of the price range set forth on the cover of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering:

If the underwriters exercise their option to purchase additional ordinary shares in full, the number of ordinary shares held by existing shareholders after this offering and the Repurchase would be reduced to % of the total number of ordinary shares outstanding after this offering and the Repurchase, and the number of ordinary shares held by new investors participating in this offering would increase to , or % of the total number of ordinary shares outstanding after this offering and the Repurchase.

A $1.00 increase (decrease) in the assumed initial public offering price of $ per ordinary share would increase (decrease) the total consideration paid by investors participating in this offering by $ million, or increase (decrease) the percent of total consideration paid by investors participating in this offering by %, assuming that the number of ordinary shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Except as otherwise indicated, the discussion and tables above assume no exercise of any outstanding options and no sale of ordinary shares by the selling shareholders. The sale of ordinary shares to be sold by the selling shareholders in this offering and the Repurchase of ordinary shares will reduce the number of ordinary shares held by existing shareholders to , or % of the total ordinary shares outstanding, and will increase the number of ordinary shares held by investors participating in this offering to , or % of the total ordinary shares outstanding. In addition, if the underwriters' option to purchase additional ordinary shares is exercised in full, the number of ordinary shares held by existing shareholders will be further reduced to , or % of the total number of ordinary shares to be outstanding upon the closing of this offering and the Repurchase, and the number of ordinary shares held by investors participating in this offering will be further increased to ordinary shares or % of the total number of ordinary shares to be outstanding upon the closing of this offering and the Repurchase.

The following selected consolidated financial and other data should be read in conjunction with, and is qualified in its entirety by reference to, the sections of this prospectus entitled "Presentation of Financial Information," "Summary Consolidated Financial and Other Data," "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and our consolidated financial statements and the related notes included elsewhere in this prospectus.

We prepare our consolidated financial statements in accordance with IFRS. The selected consolidated financial and other data presented as of and for the years ended December 31, 2013, 2012 and 2011 has been derived from our audited consolidated financial statements and the notes thereto included elsewhere in this prospectus. Our historical results for any prior period are not necessarily indicative of results expected in any future period. Our consolidated financial and other data presented as of June 30, 2014 and for the six months ended June 30, 2014 and 2013 has been derived from our unaudited condensed interim consolidated financial statements and the notes thereto included elsewhere in this prospectus. Our unaudited condensed interim consolidated financial statements as of June 30, 2014 and for the six months ended June 30, 2014 and 2013 have been prepared using the same accounting principles and on the same basis as the financial information as of and for the year ended December 31, 2013, and contain all adjustments, consisting of normal recurring adjustments, that management considers necessary for a fair representation of the financial position and results of operations for the periods presented.

The Albéa business was the result of a series of acquisitions that have been completed since the acquisition in early 2010 by Twist Beauty Packaging, an indirect subsidiary of the Issuer. We have not included financial information as of and for the years ended December 31, 2010 and 2009 since this information is not available and would result in unreasonable effort and expense on us if we were to prepare such information.

	Six months ended June 30,						Year ended December 31,

	2014			2013			2013			2012			2011
	(in millions, except per share data and pro forma per share data)
Consolidated Income Statement Data:
Revenue	$	818.3		$	768.6		$	1,553.1		$	950.2		$	1,009.4
Cost of sales		(662.7	)		(628.8	)		(1,273.9	)		(783.8	)		(826.1	)


Gross profit		155.5			139.8			279.2			166.4			183.3
Selling and administrative expenses		(101.3	)		(94.6	)		(184.4	)		(112.8	)		(123.9	)
Restructuring and project costs		(18.5	)		(15.5	)		(46.5	)		(49.8	)		(28.2	)
Impairment		—			—			(4.7	)		(1.4	)		—
Bargain purchase gain		—			—			—			2.4			4.3
Other income / (expense)		(7.4	)		(15.3	)		(26.3	)		(2.1	)		(1.7	)


Operating profit		28.4			14.4			17.3			2.7			33.8
Financial result⁽¹⁾		(39.3	)		(37.3	)		(61.1	)		(19.8	)		(6.6	)
Share of profit of associates		0.2			0.2			0.3			(0.1	)		0.3


Profit / (loss) from continuing operations before income taxes		(10.8	)		(22.7	)		(43.5	)		(17.2	)		27.5
Income tax expense		(6.4	)		(4.9	)		(6.8	)		(9.1	)		(8.9	)


Profit / (loss) from continuing operations	$	(17.2	)	$	(27.5	)	$	(50.3	)	$	(26.3	)	$	18.6
Other comprehensive (loss) / income		—			(2.5	)		(25.6	)		(1.7	)		(13.8	)


Total comprehensive income / (loss)	$	(17.2	)	$	(30.0	)	$	(75.9	)	$	(28.0	)	$	4.8
Attributable to:
—Owners of the Group		(17.2	)		(30.0	)		(75.9	)		(27.9	)		3.6
—Non-controlling interests		—			—			—			(0.1	)		1.2
Per Share Data:
Earnings / (loss) per ordinary share
Weighted average number of ordinary shares
Pro Forma Per Share Data⁽²⁾:
Pro forma earnings / (loss) per ordinary share
Pro forma weighted average number of ordinary shares

	As of June 30,		As of December 31,

	2014		2013		2012		2011
	(in millions)
Consolidated Financial Position Data:
Total assets	$	1,338.3	$	1,304.7	$	1,365.6	$	511.9
Cash and cash equivalents		57.9		85.3		225.0		28.4
Inventories		186.3		169.1		158.5		85.5
Trade and other receivables		330.5		288.1		268.1		148.1
Property, plant and equipment		494.7		458.4		407.5		216.7


Total liabilities		1,328.0		1,276.8		1,261.9		353.8
Trade and other payables		365.7		322.1		358.4		182.8
Total borrowings		796.9		765.5		732.1		71.0


Total equity		10.3		27.9		103.7		158.1
Capital stock		0.3		0.3		0.3		0.3
Additional paid-in capital		17.2		17.7		17.6		19.2
Equity excluding non-controlling interests		10.2		27.8		103.6		157.9


Total equity and liabilities	$	1,338.3	$	1,304.7	$	1,365.6	$	511.9

	As of and for the six months ended June 30,						As of and for the year ended December 31,

	2014			2013			2013			2012			2011
	(in millions, except for percentages)
Other Financial Data:
Gross profit	$	155.5		$	139.8		$	279.2		$	166.4		$	183.3
EBITDA⁽³⁾		65.7			49.2			89.4			33.7			57.8
EBITDA Margin⁽³⁾⁽⁴⁾		8.0	%		6.4	%		5.8	%		3.5	%		5.7	%
Adjusted EBITDA⁽³⁾		86.0			73.9			155.5			87.4			86.2
Adjusted EBITDA Margin⁽³⁾⁽⁴⁾		10.5	%		9.6	%		10.0	%		9.2	%		8.5	%
Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA)⁽³⁾		86.0			73.9			155.5			128.7
Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) Margin⁽³⁾⁽⁴⁾		10.5	%		9.6	%		10.0	%		8.8	%
Adjusted Net Income⁽³⁾		8.8			2.9			22.2			21.7			46.0
Depreciation and amortization		37.4			34.7			72.1			31.0			24.0
Capital expenditures		49.5			47.3			102.5			76.1			62.5
Net debt⁽⁵⁾		739.0			680.2			680.2			507.1			42.6
Revenue by product segment:
Tubes		335.8			303.1			613.1			551.3			596.3
Cosmetic rigid packaging		482.5			465.5			940.0			398.5			413.1
Holding & corporate		—			—			—			0.4			—
Adjusted EBITDA by product segment:
Tubes		41.6			33.8			72.3			63.8			63.0
Cosmetic rigid packaging		51.5			49.7			94.3			28.8			22.9
Holding & corporate		(7.1	)		(9.6	)		(11.1	)		(5.2	)		0.3

	As of and for the six months ended June 30,						As of and for the year ended December 31,

	2014			2013			2013			2012			2011
	(in millions, except for percentages)
Revenue by geographic region:
Europe	$	410.5		$	370.9		$	751.5		$	491.5		$	535.4
Total Americas		289.5			279.8			578.2			350.8			373.1
North America		232.3			220.4			462.1			302.0			310.8
South America		57.2			59.4			116.1			48.8			62.3
Asia		118.3			117.9			223.4			107.6			100.9
Holding & corporate		—			—			—			0.3			—
Adjusted EBITDA by geographic region:
Europe		44.8			37.2			78.4			45.9			39.5
Total Americas		37.0			35.2			67.6			34.5			34.4
North America		28.8			27.9			53.5			29.7			29.7
South America		8.2			7.3			14.1			4.8			4.7
Asia		11.3			11.1			20.6			12.2			12.0
Holding & corporate		(7.1	)		(9.6	)		(11.1	)		(5.2	)		0.3

	Six months ended June 30,						Year ended December 31,

	2014			2013			2013			2012			2011
	(in millions)
Profit / (loss) from continuing operations	$	(17.2	)	$	(27.5	)	$	(50.3	)	$	(26.3	)	$	18.6
Financial result^(a)		39.3			37.3			61.1			19.8			6.6
Income tax expense		6.4			4.9			6.8			9.1			8.9
Share of profit of associates		(0.2	)		(0.2	)		(0.3	)		0.1			(0.3	)
Depreciation and amortization		37.4			34.7			72.1			31.0			24.0


EBITDA	$	65.7		$	49.2		$	89.4		$	33.7		$	57.8
Impairment^(b)		—			—			4.7			1.4			—
Restructuring costs and separation costs^(c)		11.4			11.4			38.5			12.7			22.9
Sun Capital management fees^(d)		1.9			2.0			4.1			4.0			4.7
Bargain purchase gain^(e)		—			—			—			(2.4	)		(4.3	)
Non-operating advisory and acquisition fees^(f)		7.1			4.1			8.0			37.1			5.3
Inventory step-up release due to purchase price allocation^(g)		—			6.7			6.7			—			—
Other items^(h)		(0.1	)		0.5			4.1			0.9			(0.2	)


Adjusted EBITDA	$	86.0		$	73.9		$	155.5		$	87.4		$	86.2
Rexam Cosmetics Business 2012 Adjusted EBITDA⁽ⁱ⁾		—			—			—			41.3
Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA)	$	86.0		$	73.9		$	155.5		$	128.7

	Six months ended June 30,						Year ended December 31,

	2014			2013			2013			2012			2011
	(in millions)
Profit / (loss) from continuing operations	$	(17.2	)	$	(27.5	)	$	(50.3	)	$	(26.3	)	$	18.6
Restructuring costs and separation costs^(c)		11.4			11.4			38.5			12.7			22.9
Sun Capital management fees^(d)		1.9			2.0			4.1			4.0			4.7
Bargain purchase gain^(e)		—			—			—			(2.4	)		(4.3	)
Non-operating advisory and acquisition fees^(f)		7.1			4.1			8.0			37.1			5.3
Inventory step-up release due to purchase price allocation^(g)		—			6.7			6.7			—			—
Other items^(h)		(0.1	)		0.5			4.1			0.9			(0.2	)
Income tax effect^(j)		(0.5	)		(0.5	)		(1.0	)		(4.3	)		(1.0	)
Amortization of acquisition-related intangibles^(k)		6.2			6.2			12.1			—			—


Adjusted Net Income	$	8.8		$	2.9		$	22.2		$	21.7		$	46.0

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following is a discussion of our financial condition and results of operations in the periods set forth below. You should read this discussion in conjunction with our consolidated financial statements included under "Business," "Selected Consolidated Financial and Other Data," and our audited consolidated financial statements included elsewhere in this prospectus. The following presentation and analysis contains forward-looking statements which, although based on assumptions that we consider reasonable, involve risks and uncertainties. For the reasons explained under "Forward-Looking Statements," "Risk Factors," and elsewhere in this prospectus, our future results may differ materially from those expected or implied in these forward-looking statements.

market customers as they expand globally as well as penetrate new regional and local customers in developing markets. Our global exposure is enhanced by the use of our packaging for high-end beauty and personal care products which are sold around the world. For example, several luxury brands we serve have their primary filling locations in France, but sell their products globally. The global distribution of our customers' products allows us to more efficiently utilize our developed market manufacturing footprint while participating in global growth trends.

General Economic Conditions in Our Markets and Resilience of the Beauty and Personal Care Market

Macroeconomic factors in the geographic regions in which we operate affect our results of operations. Consumer purchases of beauty and personal care products have grown through various economic cycles and regardless of economic conditions, because they form a part of consumers' daily beauty and personal care regimen. Historically, during economic downturns, our revenue has been negatively impacted primarily by destocking efforts by our customers since they seek to manage their inventory in response to adverse economic conditions. However, consumer demand for beauty and personal care products generally has remained resilient. This resilience has helped to stabilize our revenues during economic downturns.

End market retail sales for the global beauty and personal care industry has grown at a CAGR of 6.2% from 2003 to 2013 (according to Euromonitor), while GDP growth during the same period averaged 3.8% per year (based on IMF data). According to a 2013 Smithers Pira report, the global beauty and personal care packaging market is expected to grow at 4.9% per year between 2013 and 2018, while the annual market growth in Europe and North America is expected to be 3.0% and 3.3%, respectively, between 2013 and 2018. We expect growth in developed markets to continue to be influenced by an aging population, consumer interest in beauty and personal care trends and growing demand for more convenient and effective packaging solutions. We expect consumer demand for beauty and personal care products in emerging markets to continue to be driven by a growing middle class, a rapid increase in demand for branded and upscale products and improved retail infrastructure. Our revenue will be impacted from period to period by our ability to penetrate, and the continued growth in, these emerging markets.

Levels of competition and the ability of our competitors to more accurately address customer and consumer desires or to attract customers through competitive pricing or other factors impact our results of operations. Level of competition is a primary factor in our ability to set prices and pass through cost increases to our customers.

Success and Timing of Product Launches and Our New Product Development Initiatives

We work with our customers to develop new packaging in connection with their product launches and we also organically develop packaging to sell to our existing customers. We develop products through both "push" and "pull" strategies. With respect to "push strategies," we develop new products and solicit customer interest based on our own initiative. We also execute our marketing and product development initiatives through "pull strategies," whereby we collaborate with our customers to develop products based on customer requirements. We seek to recoup the development costs from our customers for products developed through the "pull strategy," in particular the molds. Our products (and our customers' products) generally have a life span between, on average, three and five years. We sell large volumes of new products in the product launch phase. If a release is successful, the successful product will have a positive impact on our sales. Accordingly, our results may fluctuate from quarter to quarter, and may continue to fluctuate, based on the degree of success of product launches and the number of product launches by our customers. In 2013, for instance, our revenue was positively impacted by the use of our products for the "La Petite Robe Noire" fragrance of Guerlain and by the "Invictus" fragrance of Paco Rabanne.

Raw materials and components costs represent the single largest component of our operating costs. For example, resin and film costs represented about 16% of our cost of sales and about 13% of our sales in 2013. We generally seek to pass through increased raw material, labor and energy costs to our customers through a variety of means. In certain of our customer contracts, we have price modification mechanisms based on increases in our raw material, labor or energy costs and, in other cases, we seek to revise prices based on raw material, labor and energy costs as new customer agreements are negotiated or purchase orders are placed. Approximately 65% of our sales as of December 31, 2013 have escalation and de-escalation mechanisms which reduce the negative impact of rising resin prices on our gross margin.

We currently have operations in 14 different countries across Europe, North America, South America and Asia. As a result, our businesses are subject to currency fluctuation risks. Our results of operations may be affected by both the transaction effects and the translation effects of foreign currency exchange rate fluctuations. Since we present our consolidated financial statements in U.S. dollars, we must translate the assets, liabilities, revenue and expenses of all of our operations with a functional currency other than the U.S. dollar into U.S. dollars at then-applicable exchange rates. As a result of our operations in various countries, we generate a significant portion of our sales and incur a significant portion of our expenses in currencies other than the U.S. dollar. Where we are unable to match sales received in foreign currencies with costs paid in the same currency, our results of operations are impacted by currency exchange rate fluctuations.

The Rexam Cosmetics Acquisition and Related Synergies and Operational Improvement

On December 31, 2012, we completed the acquisition of the worldwide cosmetics business of Rexam plc, which is a leading global manufacturer of cosmetic and beverage packaging. The Rexam Cosmetics Business had 11 manufacturing plants located around the world that were strategically located close to its customers' filling lines. Historically, the cosmetics business of Rexam plc operated as two business units, worldwide cosmetics, and home and personal care ("HPC"). The worldwide cosmetics business, retained by us, offers a broad line of packaging solutions to leading cosmetics customers, with a primary focus on dispensing systems (such as fragrance pumps, lotion pumps and foam pumps) as well as make-up products. We did not purchase the HPC Business because it focuses on products that are not core to our business. Our financial statements do not include those of the HPC Business, except for the Polish business, which was acquired by us from the HPC Affiliate on January 8, 2013 and had sales of $8.9 million in 2012.

The Rexam Cosmetics Business's revenue and Adjusted EBITDA for the 364-day period ended December 30, 2012 were $519.2 million and $41.3 million, respectively. The following table reconciles profit / (loss) from continuing operations, the most directly comparable measure under IFRS, for the

364-day period ended December 30, 2012 to the Rexam Cosmetics Business' EBITDA and Adjusted EBITDA:

(a): Represents net finance costs.
(b): Represents primarily (i) a $7.0 million impairment of deferred tax assets and (ii) a $15.2 million income tax expense incurred on the taxable profit generated by the net assets sold as part of the partial contribution of assets, whereby the Le Treport entity was split between personal care activities, acquired by us, and health care activities, acquired by Rexam plc from Rexam Cosmetics le Treport, in the context of the divestment of the Rexam Cosmetics Business by Rexam plc.
(c): Represents primarily (i) a $77.1 million impairment of property, plants and equipment of the rigid packaging cash generating unit, based on management's assumptions and estimates of the future performance of the Rexam Cosmetics Business and (ii) a $10.5 million impairment of the buildings of the Rexam Cosmetics Business, based on an external property valuation.
(d): Represents relocation costs due to restructurings in France and China.
(e): Represents a one-off performance based retention bonus awarded to certain employees based on the performance of the Rexam Cosmetics Business in 2012.
(f): Represents a one-off bonus paid to Le Treport employees following the carve-out of the Le Treport plant from its former legal entity, which formed part of the Rexam plc.
(g): Represents capital gain on real estate in France of $2.6 million and gain on disposal of the Tianjin plant in China of $8.1 million.

Prior to December 31, 2012, the Rexam Cosmetics Business was operated as a business unit of Rexam plc and the Rexam Cosmetics Acquisition was completed on a carve-out basis from the continuing operations and business units of Rexam plc. By its nature, the separation of business units as part of a carve-out transaction generally takes significant time and resources of the management team of the business being separated.

Since the completion of the Rexam Cosmetics Acquisition on December 31, 2012, our management has been implementing a plan to improve the organization, sales and investment capabilities of the Rexam Cosmetics Business to improve its performance. The carve-out of the infrastructure of the Rexam Cosmetics Business was completed in the first quarter of 2013 and our primary focus in 2013 was to integrate the two businesses, implementing our own systems and best practices and adjusting our combined organizational structure and management footprint to maximize synergies. The Rexam

Cosmetics Business has resumed investing in product innovation focused on developing complex and innovative packaging for our customers and we have been in the process of integrating our customer accounts and relationships.

Our goal in completing the Rexam Cosmetics Acquisition was to create one of the world's leading producers of beauty and personal care packaging products with what we believe is one of the broadest product ranges in that industry. We believe the Rexam Cosmetics Acquisition positions us well to take advantage of rapid market growth in emerging markets, such as Brazil, Mexico and China, by combining the strong existing presence of the Rexam Cosmetics Business in Brazil and Asia with Albéa's operations in those markets, while also maintaining a balanced geographical mix through our combined strength in Europe, North America and Mexico.

The Rexam Cosmetics Acquisition enables us to offer dispensing systems (pumps), which are high specification, high margin products with strong barriers to entry, which complement our existing product lines and increase our ability to serve as a "one-stop-shop" for our customers. The Rexam Cosmetics Acquisition increased our scale and as a result of the Rexam Cosmetics Acquisition, we are today one of the leading producers in the world of mascara containers, lip gloss and lipstick containers, foam pumps, fragrance samplers, plastic and laminate tubes and the second largest producer in the world of fragrance pumps.

The Rexam Cosmetics Acquisition allowed us to combine our blue-chip customer relationships that span more than 20 years with global beauty and personal care producers such as L'Oréal, LVMH, Estée Lauder, Procter & Gamble, Avon and GlaxoSmithKline. We believe that the combination of the customer portfolios will allow us to increase our market share with large global customers and expand our network within the most important global beauty brands, leveraging existing relationships and benefiting from a competitive advantage when competing for incremental business.

The cost savings and synergies from the Rexam Cosmetics Acquisition primarily fall into three categories: manufacturing footprint optimization, consolidation of procurement and selling, general and administrative costs across the entire organization. Since the Rexam Cosmetics Acquisition was completed, we have been in the process of integrating the two businesses through changes to our purchasing and production practices to improve margins, while also implementing our own systems and best practices and adjusting our combined organizational structure and management footprint to maximize synergies.

As a result of the Rexam Cosmetics Acquisition and related cost savings, we seek to realize annualized synergies and cost savings of approximately $47 million (compared to 2012 costs) by the end of 2016, increased from our initial target of $45.5 million established at the time we completed the Rexam Cosmetics Acquisition, from manufacturing footprint optimization, procurement savings, corporate overhead and function integration savings and certain stand-alone cost opportunities. As of December 31, 2013, we realized annualized synergies and cost savings of approximately $22 million (compared to 2012 costs). As of June 30, 2014, we have achieved approximately $6 million of additional annualized synergies and cost savings related to the Rexam Cosmetics Acquisition (compared to 2012 costs).

Manufacturing Footprint Optimization. As of December 31, 2013, we have achieved annualized synergies related to production optimization associated with our combined footprint of $3.7 million (compared to 2012 costs) by (i) investing in more efficient equipment to develop automation, (ii) optimizing production at our sites, specializing some sites to avoid duplication of resources, and rationalizing our cost structure to effectively bring Albéa and the Rexam Cosmetics Business in line with our primary competitors that are more profitable and (iii) using our existing sites and capacity to avoid costs associated with greenfield developments, particularly in emerging markets. As of June 30,

2014, we have achieved additional annualized synergies related to production optimization associated with our combined manufacturing operations of $5.3 million (compared to 2012 costs). We will seek to achieve approximately $21.2 million of annualized synergies and cost savings by the end of 2016 (compared to 2012 costs) primarily through our footprint optimization in China and Brazil and the turnaround of the loss making units of the acquired units of the Rexam Cosmetics Business in France and Poland. For instance, in August 2013, we relocated our Suzhou site in China to a new location, where we also plan to move the Shanghai operations of the Rexam Cosmetics Business. The transfer was completed in June 2014. However, the ramp up phase of this facility will take several months since we are in the process of continuing to recruit employees for this facility to further increase staffing levels. Further, on October 1, 2013, we sold our Albéa Annecy business and on October 4, 2013, we sold a former cap-making plant based in Albertville, France.

Procurement Savings. As of December 31, 2013, we have achieved annualized cost savings with respect to the procurement of metal parts, resins and other items of $1.5 million (compared to 2012 costs). As of June 30, 2014, we have achieved additional annualized cost savings with respect to the procurement of metal parts, resins and other items of $0.4 million (compared to 2012 costs). We will seek to achieve annualized cost savings of $6.5 million by the end of 2016 (compared to 2012 costs).

Corporate Overhead and Function Integration Savings. We estimate that we have realized annualized synergies and cost savings through the integration of corporate, IT and other functions between the operational and management infrastructure of Albéa and the Rexam Cosmetics Business of $16.9 million as of December 31, 2013 (compared to 2012 costs), which is higher than initially planned. As of June 30, 2014, we have achieved additional annualized synergies and cost savings through the integration of corporate, IT and other functions between the operational and management infrastructure of Albéa and the Rexam Cosmetics Business of $0.6 million (compared to 2012 costs). We will seek to achieve $19.4 million by the end of 2016 (compared to 2012 costs).

We believe these synergies will allow us to improve manufacturing and operational efficiency and provide us with opportunities to achieve additional costs savings and sales synergies. We cannot, however, assure you that we will be able to realize these cost savings or synergies. See "Risk Factors—Risks Related to Our Business—We may be unable to integrate the Rexam Cosmetics Business effectively and realize the potential and anticipated benefits from the Rexam Cosmetics Acquisition."

In total, we currently estimate that, through 2016, we will spend approximately $110 million to realize the cost saving and annualized synergies as a result of the Rexam Cosmetics Acquisition, decreased from our initial estimate of $127 million established at the time we completed the Rexam Cosmetics Acquisition. The budgeted approximately $110 million will finance the carve-out from Rexam plc and the implementation costs of the threefold synergy program (comprising the manufacturing footprint optimization, procurement savings and corporate overhead and function integration savings). Since the completion of the Rexam Cosmetics Acquisition, we have spent approximately $63 million of the budgeted approximately $110 million cost as of June 30, 2014, to realize these synergies, and expect to spend approximately $20 million for the six months ending December 31, 2014, $20 million in 2015 and $3 million in 2016.

We plan to finance the implementation of these cost saving synergies by using both cash on hand and the approximately $49.7 million of net proceeds from a government-initiated compulsory purchase of our Chinese sites. We have already received an aggregate of $35.5 million in 2013 for the government-initiated compulsory purchases of our Shanghai and Suzhou plants and we expect to receive the outstanding amount by the end of 2014. As of August 1, 2014 we have received $3.2 million of the outstanding amount. We also expect to save on planned expenditures that are no longer necessary, including our plans to construct new plants in certain jurisdictions where the combined business now has a facility, the extension of the Rexam Cosmetics Business plants in Simandre and

Jundiai, Brazil and the consolidation and relocation of the Rexam Cosmetics Business plants in Shanghai.

For periods beginning December 31, 2012, our results have been consolidated with the results of the Rexam Cosmetics Business, and have been impacted by the revenue and expenses of the Rexam Cosmetics Business.

As a result of the Rexam Cosmetics Acquisition, our financial statements for periods beginning December 31, 2012, differ significantly from periods beginning prior to that date. Part of this variance is due to our accounting for the Rexam Cosmetics Acquisition using the acquisition method of accounting. The purchase price for the Rexam Cosmetics Business of $410.6 million was allocated to the tangible and intangible assets of the Rexam Cosmetics Business that were acquired and liabilities assumed based upon their respective fair values as of the date of the Rexam Cosmetics Acquisition.

The excess of the purchase price over these allocations was assigned to goodwill, which is not amortized for accounting purposes but is subject to testing for impairment at least annually. The allocation of the purchase price to the assets acquired in the acquisition has resulted in an increase in amortization and depreciation expense because we recorded the fair value of the acquired intangible assets and adjusted the book value of the acquired tangible assets to their fair value, and adjusted the remaining depreciable lives of tangible assets. We reviewed the value of the inventory and adjusted it to fair value, which changed the costs and expenses recognized by us upon the sale of this acquired inventory.

In addition, we incurred a substantial amount of indebtedness to finance the Rexam Cosmetics Acquisition, and our interest expense increased in subsequent periods.

We generate revenue based on sales of products to third parties, and recognize revenue at invoiced amounts. Revenue from product sales, net of trade discounts, allowances and volume-based incentives, is recognized once delivery has occurred and, among other things, the significant risks and rewards of ownership of the product have been transferred to the buyer.

Amounts billed to customers for shipping and handling are classified as sales revenue where we are responsible for carriage, insurance and freight. All shipping and handling costs incurred by us are recognized as operating costs within cost of sales. If we are acting solely as an agent, shipping costs are offset against revenue.

Our cost of sales represents amounts paid for direct costs of running the business including amounts due to external third parties for service directly related to revenue. These costs also include direct and indirect materials costs, direct and indirect labor costs, including fringe benefits, supplies, utilities, depreciation, amortization, insurance, pension and post-retirement benefits and other manufacturing related costs. The largest component of our costs of sales is the cost of materials, and the most significant component of this is plastic resin.

We also lease various buildings, machinery and equipment from third parties under operating lease agreements. Rent expense under the operating lease agreements is included in cost of sales or selling and administrative expenses depending on the nature of the leased assets.

Selling and administrative expenses primarily include sales and marketing, finance and administration, research and development and information technology costs. Our major cost elements include salary and wages, fringe benefits, travel and information technology costs.

Restructuring and project costs include severance and other expenses associated with our facility rationalization and other restructuring programs and operational improvements plans, and also includes acquisition costs for various acquisitions.

Our impairment charges include non-cash impairment charges for asset value impairments. At the end of each period, we assess whether there is an indication that an asset (other than a financial asset) may be impaired based on the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The recoverable amount of property, plant and equipment is based primarily on value-in-use calculations. These calculations use after-tax cash flow projections based on financial budgets approved by management covering a five-year period. Cash flows beyond the applicable period are extrapolated using an estimated growth rate.

As a result of the application of the acquisition method of accounting, we recognized a non-cash gain on certain business combinations in 2011 and 2012, which represented the excess of the fair value of the identifiable assets acquired over the purchase price paid for the acquisition.

Other expense (income) primarily consists of gains or losses on disposals and unrealized foreign exchange gains and losses, Sun Capital management fees and effects of the purchase price allocation of our acquisitions.

Financial result represents net finance costs and relates mainly to interest income or expenses on financial debt and other finance costs and the related foreign exchange gains and losses.

Income tax expense includes current and deferred tax. Taxes are recognized in the income statement except where the underlying transaction is recognized in comprehensive income, in which case the tax effect is recognized in comprehensive income. Current tax is tax that is paid or received during the current year and includes adjustments of current tax for prior periods.

In considering the financial performance of our business and as a management tool in decision making, our management analyzes the financial performance measures of EBITDA, Adjusted EBITDA and Adjusted Net Income at a company and operating segment level. EBITDA, Adjusted EBITDA, Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) and Adjusted Net Income have limitations as analytical tools. These measures are unaudited, are not presentations made in accordance with IFRS or the accounting standards of any other jurisdiction, are not measures of financial condition or liquidity and should not be considered in isolation or as alternatives to profit /

(loss) from continuing operations or other measures determined in accordance with IFRS. EBITDA, Adjusted EBITDA, Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) and Adjusted Net Income are not necessarily comparable to similarly titled measures used by other companies. Accordingly, our EBITDA, Adjusted EBITDA, Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) and Adjusted Net Income should not be considered in isolation, or construed as substitutes for, revenue, profit / (loss) from continuing operations, operating profit, gross profit and other IFRS measures as indicators of our results of operations in accordance with IFRS.

We believe EBITDA, Adjusted EBITDA, Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) and Adjusted Net Income are useful metrics for investors to understand our results of operations and profitability because they permit investors to evaluate our recurring profitability from underlying operating activities. We also use these measures internally to establish forecasts, budgets and operational goals to manage and monitor our business, as well as evaluating our underlying historical performance. We believe EBITDA facilitates operating performance comparisons between periods and among other companies in industries similar to ours because it removes the effect of variation in capital structures, taxation, and non-cash depreciation, amortization and impairment charges, which may differ between companies for reasons unrelated to operating performance. We believe Adjusted EBITDA and Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) better reflect our underlying operating performance because they exclude the impact of items which are not related to our core results of operations. We believe Adjusted Net Income better reflects our net income because it excludes the impact of items which are not related to our core net income, net of the tax effect of these items. EBITDA and Adjusted EBITDA measures are frequently used by securities analysts, investors and other interested parties in their evaluation of companies comparable to us, many of which present net income and EBITDA-related performance measures when reporting their results.

We define EBITDA as profit / (loss) from continuing operations before financial result, income taxes, share of income from associates and depreciation and amortization.

We define Adjusted EBITDA as EBITDA adjusted to exclude impairment, restructuring costs and separation costs, Sun Capital management fees, bargain purchase gain, non-operating advisory and acquisition fees, inventory step-up release due to purchase price allocation and other items which are not related to our core results of operations.

Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) (Non-IFRS Financial Measure)

We define Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) for the year ended December 31, 2012 as Adjusted EBITDA for the year ended December 31, 2012 further adjusted for the Rexam Cosmetics Business' Adjusted EBITDA for the 364-day period ended December 30, 2012.

We define Adjusted Net Income as profit / (loss) from continuing operations adjusted to exclude restructuring costs and separation costs, Sun Capital management fees, bargain purchase gain, non-operating advisory and acquisition fees, inventory step-up release due to purchase price allocation and other items which are not related to our core results of operations, net of the tax effect of these items.

	Six months ended June 30,						Year ended December 31,

	2014			2013			2013			2012			2011
	(in millions)
Profit / (loss) from continuing operations	$	(17.2	)	$	(27.5	)	$	(50.3	)	$	(26.3	)	$	18.6
Financial result^(a)		39.3			37.3			61.1			19.8			6.6
Income tax expense		6.4			4.9			6.8			9.1			8.9
Share of profit of associates		(0.2	)		(0.2	)		(0.3	)		0.1			(0.3	)
Depreciation and amortization		37.4			34.7			72.1			31.0			24.0


EBITDA	$	65.7		$	49.2		$	89.4		$	33.7		$	57.8
Impairment^(b)		—			—			4.7			1.4			—
Restructuring costs and separation costs^(c)		11.4			11.4			38.5			12.7			22.9
Sun Capital management fees^(d)		1.9			2.0			4.1			4.0			4.7
Bargain purchase gain^(e)		—			—			—			(2.4	)		(4.3	)
Non-operating advisory and acquisition fees^(f)		7.1			4.1			8.0			37.1			5.3
Inventory step-up release due to purchase price allocation^(g)		—			6.7			6.7			—			—
Other items^(h)		(0.1	)		0.5			4.1			0.9			(0.2	)


Adjusted EBITDA	$	86.0		$	73.9		$	155.5		$	87.4		$	86.2
Rexam Cosmetics Business 2012 Adjusted EBITDA⁽ⁱ⁾		—			—			—			41.3
Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA)	$	86.0		$	73.9		$	155.5		$	128.7

The following table reconciles our profit / (loss) from continuing operations, our most directly comparable measure under IFRS, to Adjusted Net Income:

	Six months ended June 30,						Year ended December 31,

	2014			2013			2013			2012			2011
	(in millions)
Profit / (loss) from continuing operations	$	(17.2	)	$	(27.5	)	$	(50.3	)	$	(26.3	)	$	18.6
Restructuring costs and separation costs^(c)		11.4			11.4			38.5			12.7			22.9
Sun Capital management fees^(d)		1.9			2.0			4.1			4.0			4.7
Bargain purchase gain^(e)		—			—			—			(2.4	)		(4.3	)
Non-operating advisory and acquisition fees^(f)		7.1			4.1			8.0			37.1			5.3
Inventory step-up release due to purchase price allocation^(g)		—			6.7			6.7			—			—
Other items^(h)		(0.1	)		0.5			4.1			0.9			(0.2	)
Income tax effect^(j)		(0.5	)		(0.5	)		(1.0	)		(4.3	)		(1.0	)
Amortization of acquisition-related intangibles^(k)		6.2			6.2			12.1			—			—


Adjusted Net Income	$	8.8		$	2.9		$	22.2		$	21.7		$	46.0

reclassified as assets held for sale. Impairment charges for the year ended December 31, 2012 included the fair value adjustments of certain unused equipment in our plants in Germany and Mexico.

(c): Represents restructuring expenses relating to severance and relocation costs for site closures in the historical period which are deemed to be not in the ordinary course of business, and also includes separation costs related to the Rexam Cosmetics Acquisition. For more information, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Comparability and Facility Rationalizations—The Rexam Cosmetics Acquisition and Related Synergies and Operational Improvement."
(d): Represents management and transaction advisory fees paid to affiliates of Sun Capital. In connection with this offering, we expect to terminate the three consulting agreements we entered into in 2012 with Sun Capital Partners Management V, LLC, an affiliate of Sun Capital. In connection with such termination, we will pay to Sun Capital Partners Management V, LLC, an affiliate of Sun Capital, a termination fee of $7.5 million. See "Certain Relationships and Related Party Transactions—Consulting Agreements."
(e): Represents the non-cash gain on the acquisition of the business assets from Eyelematic Manufacturing Company, Inc., Echo Manufacturing Company, Inc. and Seemar Real Estate, LLC in November 2011 (the "Albéa Metal Acquisition") and the acquisitions of Jade River International Ltd., Honeycomb International Ltd. and ZhongShan Meiquan Plastic Products Co. Ltd. in April 2012 (the "Tex China Acquisition").
(f): Represents advisory and acquisition fees related to the Albéa Metal Acquisition, the Tex China Acquisition and the Rexam Cosmetics Acquisition. Other advisory costs relate to strategic and operational consulting in relation to the integration of Betts and an Albéa operational improvement plan, legal advice in relation to the management participation program, accounting advice in relation to debt issuance, and other costs.

The sum of the EBITDA adjustments "restructuring costs and separation costs" and "non-operating advisory and acquisition fees" represents the line item "restructuring and project costs" in our income statement for the years ended December 31, 2013, 2012 and 2011 and for the six months ended June 30, 2014 and 2013.
(g): Represents the non-cash impact of recording the inventory acquired as part of the Rexam Cosmetics Acquisition at fair value instead of at cost in accordance with IFRS 3 (Business Combinations).
(h): Represents (gains) and losses on disposal of assets ($0.6 million for the six months ended June 30, 2014, $0.4 million for the six months ended June 30, 2013, $2.8 million in 2013, $(0.5) million in 2012 and $0.0 million in 2011), foreign exchange unrealized (gains) and losses ($(0.7) million for the six months ended June 30, 2014, $0.1 million for the six months ended June 30, 2013, $1.2 million in 2013, $1.0 million in 2012 and $(0.8) million in 2011), and certain other items ($0.0 million for the six months ended June 30, 2014, $0.0 million for the six months ended June 30, 2013, $0.1 million in 2013, $0.4 million in 2012 and $0.6 million in 2011).
(i): The following table reconciles profit/(loss) from continuing operations of the Rexam Cosmetics Business, the most directly comparable measure under IFRS, for the 364-day period ended December 30, 2012 to the Rexam Cosmetics Business' EBITDA and Adjusted EBITDA. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Comparability and Facility Rationalizations—The Rexam Cosmetics Acquisition and Related Synergies and Operational Improvement."

We report our results through two product segments: (i) the "tubes" segment, through which we manufacture laminate and plastic tubes; and (ii) the "cosmetic rigid packaging" segment, through which we manufacture mascara, lip gloss and lipstick containers, fragrance and skincare caps, compact make-up cases, dispensing systems and purchase products manufactured by third parties for resale by us. Additionally, we reported corporate costs not allocated to either of these two segments in the "holding & corporate" category. These segments were defined based on the manufacturing processes and market characteristics of our tubes business and cosmetic rigid packaging business and the way key business decisions are made (primarily).

We currently also report our results of operations through three geographic regions, which correspond to our main geographic markets: Europe, Americas and Asia, with "holding & corporate" representing the corporate costs not allocated to our geographic regions.

Our management is currently evaluating the roles and responsibilities of the product and geographical reporting lines. With the integration of the Rexam Cosmetics Business, we increasingly have opportunities to leverage the full range of products and technologies in sales, manufacturing and new product development, as evidenced by our push towards selling comprehensive packaging solutions, such as tubes fitted with dispensing pumps. We intend to accompany our customers into emerging markets. Key business decisions and resource allocation decisions are increasingly driven by the differing growth prospects of the various geographical regions, as opposed to by product line. As a result, we expect that the organization by geographical regions may gradually take precedence over the organization by product segment and in future periods we may only report our results in geographical segments.

The discussion of our results of operations for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 compares our unaudited results of operations for the six months ended June 30, 2014 to our unaudited results of operations for the six months ended June 30, 2013.

The discussion of our results of operations for the year ended December 31, 2013 (actual) compared to the year ended December 31, 2012 (actual) compares our audited consolidated results of operations for the year ended December 31, 2013 to our audited consolidated results of operations for the year ended December 31, 2012 (which do not include the Rexam Cosmetics Business). As a result of the Rexam Cosmetics Acquisition, our annual results for these periods are not comparable.

The discussion of our revenue and cost of sales for the year ended December 31, 2013 (actual) compared to the year ended December 31, 2012 (pro forma) below presents our revenue and costs of sales as if the Rexam Cosmetics Acquisition had occurred on January 1, 2012. We have not identified any pro forma adjustments related to revenue. Pro forma costs of sales includes a $12.9 million pro forma adjustment. This adjustment consists principally of adjustments necessary to reflect the amortization of the fair value adjustments recorded in acquisition accounting with respect to the manufacturing assets of the Rexam Cosmetics Business.

The 2012 Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) includes the Rexam Cosmetics Business' Adjusted EBITDA for the 364-day period ended December 30, 2012 and has been derived from the audited consolidated financial statements as of December 31, 2013 and for the years ended December 31, 2013, 2012 and 2011 of Albéa and the audited combined financial statements as of January 1, 2012 and December 30, 2012 and for the 364-day period ended December 30, 2012 of the Rexam Cosmetics Business included elsewhere in this prospectus. We believe that presenting the discussion and analysis of the results of operations in this manner promotes the overall usefulness of the comparison given the complexities involved with

comparing two significantly different periods. At the same time, we believe that it enables the reconciliation of the discussion and analysis to the statement of operations information provided herein. Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) is presented for illustrative purposes only, and does not apply acquisition accounting or accounting for transactions among entities under common control. Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) and pro forma revenue and cost of sales for 2012 do not purport to represent what the actual consolidated results of operations would have been had the Rexam Cosmetics Acquisition occurred prior to December 30, 2012, nor is the pro forma financial information necessarily indicative of future consolidated results of operations.

The discussion of our results of operations for the year ended December 31, 2012 (actual) compared to the year ended December 31, 2011 (actual) below compares Albéa's audited consolidated results of operations for the year ended December 31, 2012 to Albéa's audited consolidated results of operations for the year ended December 31, 2011.

The foreign currency translation impacts referred to below were primarily due to changes in rates affecting the U.S. dollar compared to the euro, British pound, Polish z?oty and Brazilian real compared to prior periods. The principal foreign currencies impacting the translation into U.S. dollars of our results are the euro and the Brazilian real. Foreign currency translation had a small positive impact on our results of operations, causing a $5.6 million increase in revenue and a $1.9 million reduction in Adjusted EBITDA for the year ended December 31, 2013, compared to the year ended December 31, 2012.

Information presented on a constant currency basis in this prospectus is calculated by translating prior year results at the monthly average exchange rates of the current year. Management reviews and analyzes business results excluding the effect of foreign currency translation because they believe this better represents our underlying business trends.

The tables below set forth the historical results of operations and other financial data for the years ended December 31, 2013, 2012 and 2011 and the unaudited historical results of operations and other financial data for the six months ended June 30, 2014 and 2013 of Albéa, as well as the results of operations of the Rexam Cosmetics Business for the 364-day period ended December 30, 2012, and the pro forma revenue, pro forma costs of sales and pro forma gross profit of Albéa. Pro forma revenue and pro forma cost of sales present our revenue and cost of sales as if the Rexam Cosmetics Acquisition had occurred on January 1, 2012. We have not identified any pro forma adjustments related to revenue. Pro forma costs of sales includes a $12.9 million pro forma adjustment. This adjustment consists principally of adjustments necessary to reflect the amortization of the fair value adjustments

recorded in acquisition accounting with respect to the manufacturing assets of the Rexam Cosmetics Business.

	Six months ended June 30,				Year ended December 31,

	2014		2013		2013		2012						2011
	Albéa				Albéa		Pro forma^(c)		Albéa		Rexam Cosmetics Business		Albéa
	(in millions)
											*
Consolidated Income Statement Data:
Revenue	$ 818.3		$ 768.6		$ 1,553.1		$ 1,469.4		$ 950.2		$ 519.2		$ 1,009.4
Cost of sales	(662.7	)	(628.8	)	(1,273.9	)	(1,196.1	)	(783.8	)	(425.2	)	(826.1	)


Gross profit	155.5		139.8		279.2		273.3		166.4		94.0		183.3
Selling and administrative expenses	(101.3	)	(94.6	)	(184.4	)			(112.8	)	(86.4	)	(123.9	)
Restructuring and project costs	(18.5	)	(15.5	)	(46.5	)			(49.8	)	(16.8	)	(28.2	)
Impairment	—		—		(4.7	)			(1.4	)	(87.9	)	—
Bargain purchase gain	—		—		—				2.4		—		4.3
Other income / (expense)	(7.4	)	(15.3	)	(26.3	)			(2.1	)	11.3		(1.7	)


Operating profit	28.4		14.4		17.3				2.7		(85.8	)	33.8
Financial result^(a)	(39.3	)	(37.3	)	(61.1	)			(19.8	)	(2.8	)	(6.6	)
Share of profit of associates	0.2		0.2		0.3				(0.1	)	—		0.3


Profit / (loss) from continuing operations before income taxes	(10.8	)	(22.7	)	(43.5	)			(17.2	)	(88.6	)	27.5
Income tax expense	(6.4	)	(4.9	)	(6.8	)			(9.1	)	(30.0	)	(8.9	)


Profit / (loss) from continuing operations	$(17.2	)	$(27.5	)	$(50.3	)			$(26.3	)	$(118.6	)	$18.6




EBITDA^(b)	$ 65.7		$ 49.2		$ 89.4				$ 33.7		$ (53.1	)	$ 57.8
Adjusted EBITDA^(b)	$ 86.0		$ 73.9		$ 155.5				$ 87.4		$ 41.3		$ 86.2
Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA)^(b)	$ 86.0		$ 73.9		$ 155.5				$ 128.7

Six Months Ended June 30, 2014 (Actual) as Compared to Six Months Ended June 30, 2013 (Actual)

Revenue increased by $49.7 million, or 6.5%, from $768.6 million for the six months ended June 30, 2013 to $818.3 million for the six months ended June 30, 2014. This increase was primarily due to revenue growth in our tubes segment in all of our geographic regions of 9.4% at constant exchange rates, or 10.8% at non-constant exchange rates, and to revenue growth in our rigid, dispensing and beauty solutions segments of 3.0% at constant exchange rates, or 3.7% at non-constant exchange rates. The increase was partially offset by the disposals of our Annecy and Sussex businesses, on October 1, 2013 and August 23, 2013, respectively, which accounted for $9.7 million of our sales for the six months ended June 30, 2013.

The following table shows a breakdown of our revenue and Adjusted EBITDA by geographic region for the six months ended June 30, 2014 and June 30, 2013 and as a percentage of revenue (for revenue by geographic region) and as percentage of Adjusted EBITDA (for Adjusted EBITDA by geographic region):

	Six months ended June 30,

	2014				2013
	(in millions, except percentages)
Revenue by geographic region:
Europe	$ 410.5		50.2	%	$ 370.9		48.3	%
Total Americas	289.5		35.4	%	279.8		36.4	%
North America	232.3		28.4	%	220.4		28.7	%
South America	57.2		7.0	%	59.4		7.7	%
Asia	118.3		14.5	%	117.9		15.3	%
Holding & corporate	—		—		—		—


Revenue	$ 818.3		100	%	$ 768.6		100	%
Adjusted EBITDA by geographic region:
Europe	$44.8		52.1	%	$37.2		50.3	%
Total Americas	37.0		43.0	%	35.2		47.7	%
North America	28.8		33.5	%	27.9		37.8	%
South America	8.2		9.5	%	7.3		9.9	%
Asia	11.3		13.2	%	11.1		15.0	%
Holding & corporate	(7.1	)	(8.3	)%	(9.6	)	(13.0	)%


Adjusted EBITDA	$ 86.0		100	%	$ 73.9		100	%

Europe—Revenue in Europe increased by $39.6 million, or 10.7%, from $370.9 million for the six months ended June 30, 2013 to $410.5 million for the six months ended June 30, 2014. This increase was primarily due to revenue growth in our tubes, dispensing systems and beauty solutions segments, resulting from additional capacity and modernized equipment as well as development of our commercial activities with small and medium-size customers and to a lesser extent to a positive foreign exchange impact.

North America—Revenue in North America increased by $11.9 million, or 5.4%, from $220.4 million for the six months ended June 30, 2013 to $232.3 million for the six months ended June 30, 2014. This increase was primarily due to revenue growth in our tubes segment of 12.9% resulting from additional capacity following the award of new contracts. The increase was partially offset by a decrease in revenue from our cosmetic rigid packaging segment due to the disposal of our plant in Sussex, which accounted for $4.7 million in revenue for the year ended December 31, 2013.

South America—Revenue in South America decreased by $2.2 million, or 3.7%, from $59.4 million for the six months ended June 30, 2013 to $57.2 million for the six months ended June 30, 2014. This decrease was primarily due to a negative foreign exchange impact, which accounted for $6.9 million. At constant foreign exchange rates, our revenue increased by $4.7 million, or 9.0%, mainly due to revenue growth in our tubes and dispensing systems segments, resulting from the award of new contracts in our tubes and dispensing systems segments with local and global customers.

Asia—Revenue in Asia increased by $0.4 million, or 0.3%, from $117.9 million for the six months ended June 30, 2013 to $118.3 million for the six months ended June 30, 2014. This increase was primarily due to revenue growth in our tubes and dispensing systems segments. The increase was partially offset by decreased revenue in our cosmetic rigid packaging segment due to the relocation of

our facilities in China and lower exports to Europe and the Americas. Excluding the negative foreign exchange impact, revenue of our tubes segment increased by 30.9% (16.5% at non constant exchange rates), primarily due to the award of new contracts in Asia.

Cost of sales increased by $33.9 million, or 5.4%, from $628.8 million for the six months ended June 30, 2013 to $662.7 million for the six months ended June 30, 2014. This increase was primarily due to a 6.5% increase in revenue resulting from an increase in revenue from all our product lines and geographic regions. The increase in our cost of sales consisted of an increase of $19.2 million in cost of raw materials and purchased goods, of $2.7 million in employee benefit expenses, of $9.0 million in other manufacturing expenses and of $3.2 million in depreciation charges.

The cost of sales to revenue ratio between the six months ended June 30, 2013 and the six months ended June 30, 2014 decreased from 81.8% to 81.0%, primarily due to a 1.5% increase in employee benefit expenses compared with a 6.5% increase in revenue. Employee benefit expenses for the six months ended June 30, 2013, and 2014 represented 23.0% and 22.0% of our revenue, respectively.

Gross margin increased from 18.2% for the six months ended June 30, 2013 to 19.0% for the six months ended June 30, 2014. This increase was primarily due to relative contribution of the revenue growth as well as improved operating and manufacturing performance and benefits of our synergy programs in Europe and Asia.

Selling and administrative expenses increased by $6.7 million, or 7.1%, from $94.6 million for the six months ended June 30, 2013 to $101.3 million for the six months ended June 30, 2014. This increase was primarily due to an increase of $3.7 million in employment costs following the reinforcement of our senior and middle management teams. The increase was also due to a negative foreign exchange impact of $1.4 million and, to a lesser extent, to higher depreciation expenses ($0.7 million) and higher accruals for bad debt ($0.6 million).

Restructuring and project costs increased by $3.0 million, or 19.4%, from $15.5 million for the six months ended June 30, 2013 to $18.5 million for the six months ended June 30, 2014. This increase was primarily due to the advisory fees paid to various advisors, such as financial and legal counsels, related to the offering described in this prospectus, which amounted to $7.1 million as of June 30, 2014, compared to the $4.1 million non-operational and acquisition-related fees incurred in the six months ended June 30, 2013.

Other expenses decreased by $7.9 million, or 51.6%, from an expense of $15.3 million for the six months ended June 30, 2013 to an expense of $7.4 million for the six months ended June 30, 2014. This decrease was primarily due to the impact of the purchase price allocation on our inventory.

Financial result increased by $2.0 million, or 5.4%, from a loss of $37.3 million for the six months ended June 30, 2013 to a loss of $39.3 million for the six months ended June 30, 2014. This increase was primarily due to our higher levels of indebtedness in 2014, which increased our interest payments.

Income tax expense increased by $1.5 million, or 30.6%, from $4.9 million for the six months ended June 30, 2013 to $6.4 million for the six months ended June 30, 2014. This increase was primarily due to the increase in taxable profit in North America.

Profit/(loss) from continuing operations increased by $10.3 million from a loss of $27.5 million to a loss of $17.2 million. This increase was primarily due to an increase of $15.7 million of our gross profit due to improved operating performance, improved manufacturing performance and due to the benefits of our synergy programs in Europe and Asia.

EBITDA increased by $16.5 million, or 33.5%, from $49.2 million for the six months ended June 30, 2013 to $65.7 million for the six months ended June 30, 2014. This increase was primarily due to an increase in our sales, improved operating performance and the benefits of our synergy programs.

Adjusted EBITDA increased by $12.1 million, or 16.4%, from $73.9 million for the six months ended June 30, 2013 to $86.0 million for the six months ended June 30, 2014. This increase was primarily due to the increase in our sales and gross margin.

Europe—Adjusted EBITDA in Europe increased by $7.6 million, or 20.4%, from $37.2 million for the six months ended June 30, 2013 to $44.8 million for the six months ended June 30, 2014. This increase was primarily due to the contribution of revenue growth, the benefits of our synergy programs and improved operating performance in all product lines.

North America—Adjusted EBITDA in North America increased by $0.9 million, or 3.2%, from $27.9 million for the six months ended June 30, 2013 to $28.8 million for the six months ended June 30, 2014. This increase was primarily due to an increase in our revenue in our tubes segment.

South America—Adjusted EBITDA in South America increased by $0.9 million, or 12.3%, from $7.3 million for the six months ended June 30, 2013 to $8.2 million for the six months ended June 30, 2014. This increase was primarily due to the contribution of revenue growth in our tubes and dispensing systems segments.

Asia—Adjusted EBITDA in Asia increased by $0.2 million, or 1.8%, from $11.1 million for the six months ended June 30, 2013 to $11.3 million for the six months ended June 30, 2014. This increase was primarily due to the contribution of revenue growth. The increase was also due to improved operating performance in South East Asia.

Year Ended December 31, 2013 (Actual) as Compared to Year Ended December 31, 2012 (Pro Forma)

Revenue increased by $83.7 million, or 5.7%, from $1,469.4 million for the year ended December 31, 2012 (pro forma) to $1,553.1 million for the year ended December 31, 2013. This increase was primarily due to revenue growth in our tubes segment in all of our geographic regions of 10.6% at constant exchange rates (11.2% at non-constant exchange rates), in particular in emerging markets where our commercial activities have continued to expand, and due to revenue growth in our

dispensing business and beauty solutions business. Over that period, revenue from the acquired Rexam Cosmetics Business decreased by $19.0 million or 3.8%, from $519.2 million for the year ended December 31, 2012 to $500.2 million for the year ended December 31, 2013. The decrease was mostly due to lower sales volumes in China and in North America, which, in North America, was partly due to general softness in the market.

The following table shows a breakdown of our revenue by geographic region for the years ended December 31, 2013 (actual) and December 31, 2012 (pro forma) and as a percentage of revenue:

Europe—Revenue in Europe increased by $57.0 million, or 8.2%, from $694.5 million for the year ended December 31, 2012 (pro forma) to $751.5 million for the year ended December 31, 2013. The increase was primarily due to revenue growth in our tubes business of 10.7% at constant exchange rates, resulting from additional capacity and modernized equipment, revenue growth in our beauty solutions business of approximately 13% at constant exchange rates, and new product launches in our rigid packaging business, resulting in revenue growth in that business of approximately 3.0% at constant exchange rates. The increase was to a lesser extent due to a positive foreign exchange impact.

North America—Revenue in North America increased by $24.4 million, or 5.6%, from $437.7 million for the year ended December 31, 2012 (pro forma) to $462.1 million for the year ended December 31, 2013. This increase was due to revenue growth in our tubes segment of 9.3%, resulting from the award of new contracts, and to a lesser extent due to the revenue growth, by approximately 3%, of our rigid packaging business.

South America—Revenue in South America increased by $4.5 million, or 4.1%, from $111.6 million (pro forma) for the year ended December 31, 2012 to $116.1 million for the year ended December 31, 2013. This increase was due to revenue growth in our dispensing business. The increase was partly offset by a decline in sales of our rigid packaging business of 7.8% at constant exchange rates.

Asia—Revenue in Asia decreased by $1.9 million, or 0.8%, from $225.3 million (pro forma) for the year ended December 31, 2012 to $223.4 million for the year ended December 31, 2013. This increase was due to revenue growth in our tubes segment of 15.8%, excluding the impact of foreign exchange. The increase was partly offset by a decline in revenue from our rigid packaging business.

Cost of sales increased by $77.8 million, or 6.5%, from $1,196.1 million for the year ended December 31, 2012 (pro forma) to $1,273.9 million for the year ended December 31, 2013. This increase was primarily due to an increase in our sales, net of the synergies realized in procurement and in footprint optimization, which accounted for $1.5 million and $3.7 million, respectively. The 6.5%

increase in our cost of sales was slightly higher than the 5.7% increase in our revenue. As a result, the cost of sales to revenue ratio between 2012 (pro forma) and 2013 increased from 81.4% to 81.8%. In 2013, raw materials accounted for $421.2 million (or 27.1% of our revenue) of our total cost of sales, of which plastic resins and plastic film accounted for $200.0 million (or 12.9% of our revenue) and traded goods, including products sourced through beauty solutions, and components such as caps for tubes, mirrors, brushes, metal parts and applicators, accounted for $193.4 million (or 12.5% of our revenue) of our total cost of sales.

Gross margin decreased by 0.6% from 18.6% for the year ended December 31, 2012 (pro forma) to 18.0% for the year ended December 31, 2013 since the 6.5% increase in our cost of sales was slightly higher than the 5.7% increase in our revenue.

Gross profit increased by $5.9 million from $273.3 million for the year ended December 31, 2012 (pro forma) to $279.2 million for the year ended December 31, 2013 (actual). This increase was primarily due to the increase in our sales, improved operating performance and our synergy programs in procurement and footprint optimization.

Year Ended December 31, 2013 (Actual) as Compared to Year Ended December 31, 2012 (Actual)

Revenue increased by $602.9 million from $950.2 million for the year ended December 31, 2012 to $1,553.1 million for the year ended December 31, 2013. This increase was primarily due to the consolidation with the Rexam Cosmetics Business, which accounted for an increase of $500.2 million of the increase. The increase was also due to strong revenue growth in the Albéa tubes segment in all geographic regions of 10.6% at constant exchange rates (11.2% at non-constant exchange rates), in particular in emerging markets where our commercial activities have continued to expand, and due to revenue growth in our rigid packaging business and beauty solutions business.

The following table shows a breakdown of our revenue and Adjusted EBITDA by geographic region for the years ended December 31, 2013 and December 31, 2012 and as a percentage of revenue

(for revenue by geographic region) and as percentage of Adjusted EBITDA (for Adjusted EBITDA by geographic region):

	Year ended December 31,

	2013				2012
	(in millions, except percentages)
Revenue by geographic region:
Europe	$ 751.5		48.4	%	$ 491.5		51.7	%
Total Americas	578.2		37.2	%	350.8		36.9	%
North America	462.1		29.7	%	302.0		31.8	%
South America	116.1		7.5	%	48.8		5.1	%
Asia	223.4		14.4	%	107.6		11.4	%
Holding & corporate	—		—		0.3		—


Revenue	$ 1,553.1		100.0	%	$ 950.2		100.0	%
Adjusted EBITDA by geographic region:
Europe	78.4		50.4	%	45.9		52.5	%
Total Americas	67.6		43.5	%	34.5		39.5	%
North America	53.5		34.4	%	29.7		34.0	%
South America	14.1		9.1	%	4.8		5.5	%
Asia	20.6		13.2	%	12.2		14.0	%
Holding & corporate	(11.1	)	(7.1)	%	(5.2	)	(6.0)	%


Adjusted EBITDA	$ 155.5		100.0	%	$ 87.4		100.0	%

Europe—Revenue in Europe increased by $260.0 million from $491.5 million for the year ended December 31, 2012 to $751.5 million for the year ended December 31, 2013. This increase was primarily due to the consolidation of the Rexam Cosmetics Business in 2013, which accounted for $206.0 million. The increase was also due to revenue growth in our tubes segment of 10.7% at constant exchange rates, resulting from additional capacity and modernized equipment, revenue growth in our beauty solutions business of approximately 13% at constant exchange rates, and new product launches in our rigid packaging business, resulting in revenue growth in that business of approximately 8.3% at constant exchange rates.

North America—Revenue in North America increased by $160.1 million from $302.0 million for the year ended December 31, 2012 to $462.1 million for the year ended December 31, 2013. This increase was primarily due to the consolidation of the Rexam Cosmetics Business in 2013, which accounted for $126.3 million. The increase was also due to revenue growth in our tubes segment of 9.3%, resulting from additional capacity following the award of new contracts, and to a lesser extent due to the revenue growth, by approximately 3%, of our rigid packaging business.

South America—Revenue in South America increased by $67.3 million from $48.8 million for the year ended December 31, 2012 to $116.1 million for the year ended December 31, 2013. This increase was primarily due to the consolidation of the Rexam Cosmetics Business in 2013, which accounted for $72.5 million. This increase was partly offset by a decline in sales of our rigid packaging business of 7.8% at constant exchange rates.

Asia—Revenue in Asia increased by $115.8 million from $107.6 million for the year ended December 31, 2012 to $223.4 million for the year ended December 31, 2013. This increase was primarily due to the consolidation of the Rexam Cosmetics Business in 2013, which accounted for $95.4 million. The increase was also due to revenue growth in our tubes segment of 15.8%, excluding

the impact of foreign exchange. The increase was partly offset by a decline in revenue from our rigid packaging business.

Cost of sales increased by $490.1 million from $783.8 million for the year ended December 31, 2012 to $1,273.9 million for the year ended December 31, 2013. This increase was primarily due to the consolidation of the Rexam Cosmetics Business in 2013, which accounted for an increase of $389.4 million in cost of sales. The increase was also due to an increase of $100.7 million in revenue of Albéa, due to revenue growth in all product lines and geographic regions, which increased costs related to these revenues.

Gross margin increased from 17.5% for the year ended December 31, 2012 to 18.0% for the year ended December 31, 2013. This increase was primarily due to the relative contribution of the Rexam Cosmetics Business, as well as improved operating and manufacturing performance.

Selling and administrative expenses increased by $71.6 million from $112.8 million for the year ended December 31, 2012 to $184.4 million for the year ended December 31, 2013. This increase was primarily due to the consolidation of the Rexam Cosmetics Business in 2013 and was partly offset by approximately $16.9 million of cost savings relating to corporate overhead expense reductions.

Restructuring and project costs decreased by $3.3 million from $49.8 million for the year ended December 31, 2012 to $46.5 million for the year ended December 31, 2013. This decrease was primarily due to lower advisory fees in 2013 compared to 2012, due to acquisition costs incurred related to the Rexam Cosmetics Acquisition. Restructuring and project costs in 2013 were impacted by separation costs related to the carve-out of the Rexam Cosmetics Business, and by integration and restructuring costs relating to the implementation of synergies and the footprint optimization project in China.

Impairment charges increased by $3.3 million from $1.4 million for the year ended December 31, 2012 to $4.7 million for the year ended December 31, 2013. This increase was primarily due to the impairment of a building in France and the impairment of Cotuplas S.A.S., which we sold in February 2014 to Automation Industrielle S.A.

Other expenses increased by $24.2 million from an expense of $2.1 million for the year ended December 31, 2012 to an expense of $26.3 million for the year ended December 31, 2013. This increase was primarily due to the depreciation of intangible assets for $12.1 million, following the purchase price allocation as a result of the Rexam Cosmetics Acquisition, and the $6.7 million impact of the purchase price allocation on our inventory.

Financial result increased by $41.3 million from an expense of $19.8 million for the year ended December 31, 2012 to an expense of $61.1 million for the year ended December 31, 2013. This increase was primarily due to the full year impact in 2013 of the interest expense on the Senior Secured Notes

issued in October 2012 to finance the Rexam Cosmetics Acquisition. The increase was partly offset by an unrealized foreign exchange gain on the Senior Secured Notes.

Income tax expense decreased by $2.3 million from $9.1 million for the year ended December 31, 2012 to $6.8 million for the year ended December 31, 2013. This decrease was primarily due to an increase in the loss from continuing operations before income taxes.

Profit/(loss) from continuing operations decreased by $24.0 million from a loss of $26.3 million to a loss of $50.3 million. This decrease was primarily due to the full year impact in 2013 of the interest expense on our Senior Secured Notes issued in October 2012. The decrease was partly offset by an unrealized foreign exchange gain on our Senior Secured Notes.

EBITDA increased by $55.7 million from $33.7 million for the year ended December 31, 2012 to $89.4 million for the year ended December 31, 2013. This increase was primarily due to the consolidation with the Rexam Cosmetics Business, an increase in our sales and improved operating performance.

Adjusted EBITDA increased by $68.1 million from $87.4 million for the year ended December 31, 2012 to $155.5 million for the year ended December 31, 2013. This increase was primarily due to the consolidation with the Rexam Cosmetics Business and the resulting synergies, an increase in our sales and improved operating performance.

Europe—Adjusted EBITDA in Europe increased by $32.5 million from $45.9 million for the year ended December 31, 2012 to $78.4 million for the year ended December 31, 2013. This increase was primarily due to the consolidation with the Rexam Cosmetics Business in 2013, which accounted for $23.8 million. The increase was also due to the contribution of sales growth in our tubes segment and the operational and margin improvements in all divisions.

North America—Adjusted EBITDA in North America increased by $23.8 million from $29.7 million for the year ended December 31, 2012 to $53.5 million for the year ended December 31, 2013. This increase was primarily due to the consolidation with the Rexam Cosmetics Business in 2013, which accounted for $20.7 million. The increase was also due to contribution of sales growth in our tubes segment. The increase was partly offset by certain operational inefficiencies in our rigid packaging business.

South America—Adjusted EBITDA in South America increased by $9.3 million from $4.8 million for the year ended December 31, 2012 to $14.1 million for the year ended December 31, 2013. This increase was primarily due to the consolidation with the Rexam Cosmetics Business in 2013, which accounted for $11.9 million.

Asia—Adjusted EBITDA in Asia increased by $8.4 million from $12.2 million for the year ended December 31, 2012 to $20.6 million for the year ended December 31, 2013. This increase was primarily due to the consolidation with the Rexam Cosmetics Business in 2013, which accounted for $10.8 million. The increase was also due to the operational and margin improvements in our tubes

segment and our rigid packaging businesses, which was partly offset by certain operational issues, resulting from revenue growth.

Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) increased by $26.8 million from $128.7 million for the year ended December 31, 2012 to $155.5 million for the year ended December 31, 2013. This increase was primarily due to an increase in our sales, benefits of synergy programs and improved operating performance.

Year Ended December 31, 2012 (Actual) as Compared to Year Ended December 31, 2011 (Actual)

Revenue decreased by $59.2 million, or 5.9%, from $1,009.4 million for the year ended December 31, 2011 to $950.2 million for the year ended December 31, 2012. This decrease was primarily due to a negative foreign exchange impact, which accounted for $55.5 million. Excluding the negative foreign exchange impact, our revenue remained approximately stable.

The following table shows a breakdown of our revenue by geographic region for the years ended December 31, 2012 and December 31, 2011 and as a percentage of revenue (for revenue by geographic region) and as percentage of Adjusted EBITDA (for Adjusted EBITDA by geographic region) and the percentage change between periods:

	Year ended December 31,

	2012				2011
	(in millions, except percentages)
Revenue by geographic region:
Europe	$ 491.5		51.7	%	$ 535.4	53.0	%
Total Americas	350.8		36.9	%	373.1	37.0	%
North America	302.0		31.8	%	310.8	30.8	%
South America	48.8		5.1	%	62.3	6.2	%
Asia	107.6		11.4	%	100.9	10.0	%
Holding & corporate	0.3		—		—	—


Revenue	$ 950.2		100.0	%	$ 1,009.4	100.0	%
Adjusted EBITDA by geographic region:
Europe	45.9		52.5	%	39.5	45.8	%
Total Americas	34.5		39.5	%	34.4	40.0	%
North America	29.7		34.0	%	29.7	34.5	%
South America	4.8		5.5	%	4.7	5.5	%
Asia	12.2		14.0	%	12.0	13.9	%
Holding & corporate	(5.2	)	(6.0	)%	0.3	0.3	%


Adjusted EBITDA	$ 87.4		100.0	%	$ 86.2	100.0	%

Europe—Revenue in Europe decreased by $43.9 million, or 8.2%, from $535.4 million for the year ended December 31, 2011 to $491.5 million for the year ended December 31, 2012. This decrease was primarily due to the translation impact of foreign exchange rates for $38.6 million, and to a lesser extent to fewer launches of new products in 2012, customer destocking and pricing pressure due to a difficult economic environment. We believe however that we outperformed the market, which was characterized by general market softness.

North America—Revenue in North America decreased by $8.8 million, or 2.8%, from $310.8 million for the year ended December 31, 2011 to $302.0 million for the year ended December 31, 2012. This decrease was primarily due to general market softness and fewer launches of new products in 2012.

South America—Revenue in South America decreased by $13.5 million, or 21.7%, from $62.3 million for the year ended December 31, 2011 to $48.8 million for the year ended December 31, 2012. This decrease was primarily due to a negative foreign exchange impact of approximately $8.4 million and to a one-off loss of a tubes contract with Unilever, partly offset by revenue growth in our rigid packaging business.

Asia—Revenue in Asia increased by $6.7 million, or 6.6%, from $100.9 million for the year ended December 31, 2011 to $107.6 million for the year ended December 31, 2012. This increase was primarily due to the consolidation of the Zhongshan Meiquan Plastic Products Co. Ltd. ("ZZMP") assets in China which we acquired in April 2012 and due to revenue growth in our tubes segment, which was partly offset by a decrease in exports of our rigid packaging business to Europe and North America. The increase was partly offset by the negative foreign exchange impact.

Cost of sales decreased by $42.3 million, or 5.1%, from $826.1 million for the year ended December 31, 2011 to $783.8 million for the year ended December 31, 2012. This decrease was primarily due to a decrease of $58.7 million in raw materials and purchased goods, partly offset by an increase of $10.1 million in employee benefit expenses and an increase of $7.2 million in depreciation expenses. The decrease of 5.1% in our cost of sales was slightly lower than the 5.9% decrease in our revenue. The cost of sales to revenue ratio between 2011 and 2012 increased from 81.8% to 82.5%, primarily due to the increase of employee benefit expenses and depreciation expenses.

Gross margin decreased from 18.2% for the year ended December 31, 2011 to 17.5% for the year ended December 31, 2012. This decrease was primarily due to general market softness and the impact of an increase from $22.0 million to $29.2 million of depreciation expenses relating to fixed assets used in our manufacturing operations.

Selling and administrative expenses decreased by $11.1 million, or 9.0%, from $123.9 million for the year ended December 31, 2011 to $112.8 million for the year ended December 31, 2012. This decrease was primarily due to cost savings (primarily footprint optimization and reorganization of support functions) resulting in a leaner organization in our manufacturing plants and headquarters.

Restructuring and project costs increased by $21.6 million, or 76.6%, from $28.2 million for the year ended December 31, 2011 to $49.8 million for the year ended December 31, 2012. This increase was primarily due to acquisition-related costs incurred in connection with the Rexam Cosmetics Acquisition, which accounted for $35.6 million in 2012.

Bargain purchase gain decreased by $1.9 million, or 44.2%, from $4.3 million for the year ended December 31, 2011 to $2.4 million for the year ended December 31, 2012. In 2012, we recorded a bargain purchase gain due to our purchase of the ZZMP assets in China, for which we recorded a

$2.4 million gain, reflecting the difference between the fair value of certain assets acquired and the purchase price paid.

Financial result increased by $13.2 million from an expense of $6.6 million for the year ended December 31, 2011 to an expense of $19.8 million for the year ended December 31, 2012. This increase was primarily due to the accrued interest expense on the Senior Secured Notes issued in October 2012.

Income tax expense remained stable at $8.9 million for the year ended December 31, 2011 and $9.1 million for the year ended December 31, 2012.

Profit/(loss) from continuing operations decreased by $44.9 million from a profit of $18.6 million to a loss of $26.3 million. This decrease was primarily due to the impact of $35.6 million of acquisition-related costs incurred in connection with the Rexam Cosmetics Acquisition.

EBITDA decreased by $24.1 million from $57.8 million for the year ended December 31, 2011 to $33.7 million for the year ended December 31, 2012. This decrease was primarily due to the impact of $35.6 million of acquisition-related costs incurred in connection with the Rexam Cosmetics Acquisition.

Adjusted EBITDA increased by $1.2 million, or 1.4%, from $86.2 million for the year ended December 31, 2011 to $87.4 million for the year ended December 31, 2012. This increase was primarily due to costs savings resulting from our operational improvements initiatives launched since 2010. The increase was partly offset by a negative foreign exchange impact which accounted for $3.8 million.

Europe—Adjusted EBITDA in Europe increased by $6.4 million from $39.5 million for the year ended December 31, 2011 to $45.9 million for the year ended December 31, 2012. This increase was primarily due to operational improvements and was partly offset by a negative foreign exchange impact, which accounted for $1.8 million.

North America—Adjusted EBITDA in North America remained stable at $29.7 million for the years ended December 31, 2011 and 2012.

South America—Adjusted EBITDA in South America increased by $0.1 million from $4.7 million for the year ended December 31, 2011 to $4.8 million for the year ended December 31, 2012. This increase was primarily due to our footprint organization program and the concentration of our plants on one site, and was partly offset by a negative foreign exchange impact, which we estimate accounted for $0.2 million.

Asia—Adjusted EBITDA in Asia increased by $0.2 million from $12.0 million for the year ended December 31, 2011 to $12.2 million for the year ended December 31, 2012. This increase was primarily due to revenue growth in our tubes segment and margin improvements in our cosmetic rigid packaging segment, which was partly offset by margin pressure on our tubes segment.

Our business, on a consolidated basis, is generally not subject to seasonal fluctuations. Each product segment and geographical region, however, experiences seasonality independently, as a result of consumer buying patterns, as well as local holidays and their impact on our customers' manufacturing activity. In Europe, some of our customers reduce manufacturing activity during August and December. This, in some cases, can translate into lower sales in August and December.

Our principal uses of cash have been to finance working capital, capital expenditures, restructuring expenses, debt service and repayments and acquisitions. Our principal sources of liquidity since the Rexam Cosmetics Acquisition have been cash provided by operating activities and borrowings under our European Receivables Facility and our North American ABL Facility. We have also entered into local working capital facilities in some of the jurisdictions in which we operate. As of the date of this prospectus, after taking into account our current cash and cash equivalents and our anticipated cash flow from operating and financing activities, we believe that we have sufficient liquidity for our present requirements and for at least the next 12 months.

The following table shows a summary of cash flows for the years ended December 31, 2013, 2012 and 2011 and for the six months ended June 30, 2014 and 2013:

Cash from operating activities for the six months ended June 30, 2014 was $25.2 million compared to $64.6 million of cash used in operating activities for the six months ended June 30, 2013. Cash from operating activities increased due to an increase in EBITDA for the six months ended June 30, 2014, and to the non-recurring nature of the large unfavorable working capital movement, including $51 million of acquisition-related fee payments and acquisition-related tax payments in the six months ended June 30, 2013.

Cash from operating activities for the year ended December 31, 2013 was $17.0 million compared to $34.7 million for the year ended December 31, 2012. Cash from operating activities decreased due to higher income taxes paid as a result of the consolidation of the Rexam Cosmetics Business in 2013, in particular in France and Brazil, and increased working capital requirements as a result of inventory build-up at the end of 2013 in anticipation of the relocation of some of our plants in 2014. This decrease was also due to a non-recurring working capital gain in 2012 due to an acquisition-related fee of $56.0 million paid at the beginning of 2013.

Cash from operating activities for the year ended December 31, 2012 was $34.7 million compared to $68.6 million for the year ended December 31, 2011. Cash from operating activities decreased due to

(i) increased working capital requirements as a result of higher inventories on hand and higher receivables due to a slightly higher activity in the last two months of 2012 and (ii) restructuring cash outlays relating to operational improvement initiatives launched since 2010.

Cash used in investing activities for the six months ended June 30, 2014 was $44.1 million compared to $40.9 million for the six months ended June 30, 2013. Cash used in investing activities increased primarily due to the acquisition of assets for $3.0 million.

Cash used in investing activities for the year ended December 31, 2013 was $90.4 million compared to $477.0 million for the year ended December 31, 2012. Of the $90.4 million of cash used in investing activities, $35.5 million (in aggregate) of cash was from proceeds received from the Chinese government in 2013 for our plants in Shanghai and Suzhou, China being acquired by government-initiated compulsory purchases. The significantly higher amount of cash used in investing activities in 2012 was primarily attributable to the consideration paid in relation to the acquisition of Tex China in April 2012 (amounting to $10.1 million) and the Rexam Cosmetics Acquisition in December 2012 (amounting to $409.5 million). The $102.5 million in cash used in investing activities in 2012 comprised primarily investments in property, plant and equipment, mainly new machineries used for new products, such as a new laminate tubes line in Europe, and leasehold improvements notably on the new site of our Colchester plant in the United Kingdom.

Cash used in investing activities for the year ended December 31, 2012 was $477.0 million compared to $57.5 million for the year ended December 31, 2011. Cash flow used in investing activities for the year ended December 31, 2012 was impacted by the acquisitions of Tex China in April 2012 and the Rexam Cosmetics Acquisition and, to a lesser extent, by higher capital expenditures. These capital expenditures accounted for $76.1 million whereas capital expenditures in 2011 were $62.5 million.

Cash used in financing activities for the six months ended June 30, 2014 was $7.8 million compared to $8.4 million for the six months ended June 30, 2013. Cash used in financing activities decreased due to a cash inflow from the repayment of the Promissory Grid Note (amounting to $4.6 million) in connection with the Coveris/KubeTech Transaction. The decrease was partially offset by an increase in interest payments of $2.2 million.

Cash used in financing activities for the year ended December 31, 2013 was $63.9 million compared to a $632.0 million inflow for the year ended December 31, 2012. Cash used in financing activities increased as 2012 was favorably impacted by the Senior Secured Notes issued for the Rexam Cosmetics Acquisition.

Cash from financing activities was $632.0 million for the year ended December 31, 2012 compared to $21.6 million of cash used in financing activities for the year ended December 31, 2011. Cash from financing activities increased in 2012 due to the issuance of the Senior Secured Notes for the Rexam Cosmetics Acquisition.

As of June 30, 2014, we had $57.9 million of cash and cash equivalents, $18.5 million of indebtedness outstanding under the North American ABL Facility and $59.9 million of indebtedness outstanding under the European Receivables Facility. As of June 30, 2014, we also had €200.0 million aggregate principal amount of Senior Secured Notes and $385.0 million aggregate principal amount of Senior Secured Notes outstanding, $9.2 million of accrued interests on the Senior Secured Notes, $42.6

million of lease financings, $26.5 million of local facilities and $1.9 million of PECs included in non-current borrowings.

As of June 30, 2014, we had additional borrowing and funding capacity of $22.8 million under the North American ABL Facility and $40.0 million under the European Receivables Facility. In the future, we expect that our principal sources of liquidity will be borrowings under our North American ABL Facility and European Receivables Facility, additional term loans, lease financing and cash flow from operations.

Our ability to generate cash from our operations depends on our future operating performance, which in turn depends, to some extent, on general economic, financial, competitive, market, legislative, regulatory and other factors, many of which are beyond our control, as well as on other factors discussed in the section entitled "Risk Factors." Following the completion of this offering, we will continue to have large amounts of indebtedness outstanding. We will incur interest payments of approximately $55.5 million per year under our Senior Secured Notes, which do not amortize, until their maturity date in 2019. In addition, we will be required to make interest payments under our revolving facilities. As of the last testing date, we were in compliance with the financial ratios set out in the North American ABL Facility Agreement.

We have two plants in China. We plan to consolidate part of our activities in Shanghai through disposal of our land, building and equipment, and consolidate it with our former Suzhou operations. Our Shanghai plant, however, is the subject of a government-initiated compulsory purchase by the Chinese government. We have been advised that in return for our property being acquired by government-initiated compulsory purchases, we could expect to receive net proceeds of approximately $49.7 million in compensation, $35.5 million of which have already received in 2013. Of these $35.5 million, $33.0 million was for our Shanghai plant and $2.5 million was for the relocation from a previous Suzhou plant to our current Suzhou plant. We have been advised that the outstanding amount would be paid by the end of 2014. As of August 1, 2014, we have received $3.2 million of the outstanding amount. We plan to use the funds received from the government-initiated compulsory purchases of both plants in China to offset the relocation and consolidation expenses incurred in connection with our footprint optimization projects in China.

Certain of our subsidiaries in France, Italy, Germany, Poland and the United Kingdom are parties to a European Receivables Facility Agreement, dated July 6, 2010, and amended on December 6, 2010, March 25, 2011, October 5, 2012 (effective as of November 1, 2012) and January 31, 2013 (effective retroactively as of December 31, 2012), with La Compagnie Générale d'Affacturage ("CGA") as the factor. The European Receivables Facility Agreement provides for a factoring program, allowing us to draw funding of up to the lesser of: (i) €100.0 million (or the foreign currency equivalent) subject to an individual financing cap for each participant (provided that the allocation of the individual caps of the participants may be increased or decreased subject to certain limitations and subject to a global maximum of €100.0 million); and (ii) 94.0% of the eligible trade receivables sold to CGA by us. Financings against the value of the eligible receivables may be drawn in euros, U.S. dollars, Polish z?oty and British pounds sterling.

Amounts drawn under the facility give rise to a fee accruing at a rate per year equal to the aggregate of (i) the applicable margin and (ii) a "CGA rate" determined on the basis of the averages of the three month EURIBOR rates in relation to financings made in euros, of one-week LIBOR rates in relation to financings made in U.S. dollars and British pounds sterling and of one-month WIBOR rates in relation to financings made in Polish z?oty. The participants also bear a factoring commission computed as a percentage of the receivables sold with recourse to CGA. During 2013, the average fee rate on amounts financed was 2.65%.

The European Receivables Facility Agreement has been replaced on June 23, 2014 by a new three-year committed factoring facility for €100.0 million. See "Description of Certain Indebtedness—European Receivables Facility."

On December 17, 2010, our U.S. and Canadian operating companies, Albéa Americas, Inc., Albéa Mexicana, L.P., Albéa Cosmetics America, Inc., Albéa Beauty Solutions USA, LLC and Albéa Canada Inc., entered into the North American Facility Agreement with PNC Bank and General Electric Capital Corporation (collectively, the "ABL Lenders"). The North American ABL Facility allows us to draw funding of up to $60.0 million in the aggregate, subject to the borrowing base described below. Up to $3.0 million of the North American ABL Facility can be utilized for borrowings in Canada and up to $10.0 million of the revolver facility can be utilized for letters of credit.

The term of the North American ABL Facility will expire on April 3, 2018. Outstanding borrowings under the North American ABL Facility are due and payable in full on the last day of the term. Amounts borrowed under the North American Facility bear interest at a rate per year equal to a base rate plus an applicable margin, which varies (from 1.25% to 1.75% in the case of loans bearing interest at the alternate base rate or the Canadian prime rate and from 2.25% to 2.75% in case of loans bearing interest at the Eurodollar rate or the CDOR rate) based on monthly average undrawn availability. Interest is payable monthly in arrears.

An unused line fee is payable monthly in an amount equal to 0.50% per year on the average daily unused portion of the revolver facility subject to a step-down to 0.375% based upon average daily unpaid balance of revolver utilization.

The North American ABL Facility allows us to draw funding against a borrowing base, which includes eligible trade receivables and eligible inventory, adjusted for the agreed advance rate and net of applicable funding blocks and reserves. Only trade receivables and inventory owned by U.S. borrowers are included in the borrowing base for the U.S. borrowings and only trade receivables and inventory owned by the Canadian borrower are included in the borrowing base for Canadian borrowings.

We have a variety of other local facilities, including revolving facilities, lease financing arrangements, term loans, cash management and invoice discounting facilities in the countries in which we operate to fund working capital and other requirements in those countries, as well as finance leases. These facilities are generally in amounts between $1.0 million and $6.0 million (with one $23.6 million finance lease) and are guaranteed or secured by a pledge of some of all of our assets in the applicable country. As of June 30, 2014, we had $2.2 million available for borrowing and $26.5 million outstanding under our other local lending facilities. At the same date, our financial leases, in the aggregate, represented $42.6 million of indebtedness.

We also have shareholder funding instruments in the form of preferred equity certificates ("PECs") and yield-free convertible preferred equity certificates ("CPECS") in an aggregate of €3.5 million of PECs outstanding and €27.1 million of CPECs outstanding, $1.9 million of which were accounted for as non-current borrowings as of June 30, 2014. See "Certain Relationships and Related Party Transactions—Shareholder Funding Instruments."

On October 31, 2012, we issued €200.0 million aggregate principal amount of Senior Secured Notes due 2019, which bear interest at 8.75% (the "Euro Notes"), and $385.0 million aggregate principal amount of Senior Secured Notes due 2019, which bear interest at 8.375% (the "Dollar Notes"). As of June 30, 2014, we had $9.2 million of accrued interest on the Senior Secured Notes.

At any time prior to November 1, 2015, we may redeem any or all of the Senior Secured Notes at 100% of their principal amount plus accrued and unpaid interest, if any, plus a "make-whole" redemption premium. In addition, prior to November 1, 2015, we are entitled, at our option, on one or more occasions to redeem the Senior Secured Notes in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the Senior Secured Notes with the net cash proceeds from certain equity offerings at a redemption price equal to 108.750% of the principal amount thereof in the case of the Euro Notes and 108.375% of the principal amount thereof in the case of the Dollar Notes, in each case, plus accrued and unpaid interest to the redemption date, so long as at least 60% of the original aggregate principal amount of the Senior Secured Notes remains outstanding immediately after each such redemption and each such redemption occurs within 120 days after the date of the relevant equity offering. On or after November 1, 2015, we may redeem all or a part of the Senior Secured Notes at the redemption premium set forth in the Senior Secured Notes Indenture.

If an event treated as a change of control occurs, then we must make an offer to repurchase the Senior Secured Notes at a purchase price in cash in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase.

The Senior Secured Notes and the guarantees thereunder are secured by second-ranking liens over the collateral over which the North American ABL Facility has priority and first-ranking liens over other assets, in each case subject to certain permitted liens.

The Senior Secured Notes Indenture contains customary events of default, including, without limitation, payment defaults, covenant defaults, certain cross-defaults to mortgages, indentures or other instruments, certain events of bankruptcy and insolvency, and judgment defaults.

We continuously undertake capital expenditure projects in order to increase our efficiency and production capacity. Many of our capital expenditures have been made to rationalize our manufacturing footprint in order to optimize our resources in each geographic region in which we operate.

In 2011, we spent 6.2% of our revenue, or $62.5 million, on capital expenditures. In 2011, our capital expenditures were primarily related to capacity increase expenditures, footprint optimization and relocation expenses, technology upgrades, maintenance and growth-related expenditures, in addition to the $9.7 million acquisition of Eyelematic. Our maintenance capital expenditures have primarily been made to maintain and upgrade existing production lines at existing plants.

In 2012, we spent 8.0% of our revenue, or $76.1 million, on capital expenditures. In 2012, our capital expenditures focused on investments in growth opportunities and high return projects aimed at (i) achieving leadership in Asia, where we spent 12.8% of our revenue, and (ii) cost efficiency opportunities in Europe, where we spent 8.2% of our revenue, and the Americas, where we spent 5.3% of our revenue, in each case following significant investments made in 2011 for sales growth.

In 2013, we spent 6.6% of our revenue, or $102.5 million, on capital expenditures. In 2013, our capital expenditures focused on additional capacity to sustain our growth plan, and new product development projects, as well as synergy implementation costs.

We currently estimate that for the full year of 2014 we will spend approximately $130 million, or approximately 7.8% of our revenue on capital expenditures. Of our total spend on capital expenditures, we expect that approximately 40% will be made on sales growth and renewal of our product portfolio, approximately 32% will be made in cost reduction initiatives and approximately 28% will be made in maintenance projects. Following the implementation of the synergies and costs savings in connection with the integration of Albéa and the Rexam Cosmetics Business, we expect our normalized capital expenditures to amount to approximately 5% of our revenue per year. Our growth and improvement expenditures will consist of equipment for additional capacity for the manufacturing of tubes, rigid packaging and dispensing systems, as well as decoration equipment for printing, embossing and silk-screening. Our maintenance projects are designed to implement lean manufacturing methodologies, maintain sites and equipment and to minimize safety and environmental concerns. We believe our capital expenditure initiatives will support growth by driving new business and improve our profitability by lowering fixed costs.

We currently operate a number of pension plans. Some of the plans in which our employees participate are defined contribution plans and some are defined benefit plans. Valuations of these plans are produced and updated annually to December 31 by qualified actuaries. The majority of our pension obligations relate to unfunded defined benefit pension plans mostly in France and Germany, and lump sum indemnities payable upon retirement to employees in France. Pension benefits are generally based on the employee's service and highest average eligible compensation before retirement, on expected future inflation rates for the respective country and are periodically adjusted for cost of living increases, either by our practice, collective agreement or statutory requirement.

As of December 31, 2013, we had pension liabilities, termination benefits and other long term employee benefit obligations of $66.3 million, most of which are unfunded. In 2013, 2012 and 2011, the benefits we paid in relation to these obligations amounted to $3.1 million, $1.6 million and $1.2 million, respectively. Future pension cash flow is set for each country separately in line with changes in salaries in each country.

The following table summarizes our principal contractual obligations as of December 31, 2013 for debt principal payments and operating leases. The information presented in the table below reflects the

contractual maturities of our obligations and does not reflect payment of interest. These maturities may differ significantly from the actual maturity of these obligations.

	Payments due by period

	Less than 1 year		1 - 3 years		3 - 5 years		More than five years		Total
	(in millions)
Debt Obligations:
Senior Secured Notes	$	—	$	—	$	—	$	660.6	$ 660.6
North American ABL Facility and European Receivables Facility		52.1		—		—		—	52.1
Other bank debt⁽¹⁾		28.9		6.6		0.3		0.3	36.1
Finance leases		6.6		9.6		4.0		16.5	36.7
Shareholder funding instruments		—		—		—		2.5	2.5
Interest payments on the Senior Secured Notes⁽²⁾		45.5		111.0		111.0		46.3	313.7
Other interest payments⁽³⁾		4.7		0.7		—		—	5.4
Other Contractual Obligations:
Operating leases		7.8		10.3		10.3		3.4	31.8
Purchase obligations⁽⁴⁾		6.5		10.9		1.9		—	19.3
Annecy sale commitment⁽⁵⁾		2.9		0.4		—		—	3.3


Total	$	155.0	$	149.4	$	127.6	$	729.5	$ 1,161.5

Quantitative and Qualitative Information Regarding Market and Operating Risks

Our operations are exposed to different financial risks, including foreign exchange risk, interest rate risk and counterparty risk. Our risk management is coordinated at our headquarters, in close cooperation with our executive committee, and focuses on securing our short- to medium-term cash flows by minimizing the exposure to financial markets.

We currently have operations in 14 different countries across Europe, North America, South America and Asia. As a result, our businesses are subject to currency fluctuation risks. Our results of operations may be affected by both the transaction effects and the translation effects of foreign currency exchange rate fluctuations. Since we present our consolidated financial statements in U.S. dollars, we must translate the assets, liabilities, revenue and expenses of all of our operations with a functional currency other than the U.S. dollar into U.S. dollars at the applicable exchange rates. We are consequently subject to translation risk. As a result of our operations in various countries, we generate a significant portion of our sales and incur a significant portion of our expenses in currencies other than the U.S. dollar. We are consequently subject to transaction risk. The primary currencies in which we generated revenue in 2013 were the euro, the U.S. dollar, the Brazilian real, the British

pound sterling, the Mexican peso, the Indonesian rupiah, the Indian rupee, the Chinese renminbi, the Polish z?oty and the Russian ruble. In 2013, we earned 42.1% of our revenue in euro, 29.3% in U.S. dollars and 7.5% in Brazilian real.

Interest rate risk relates to a negative impact on our profit and loan covenants arising from changes in interest rates. Our income and operating cash flow are also dependent on changes in market interest rates. Some balance sheet items, such as cash and bank balances, interest bearing investments and borrowings, are exposed to interest rate risk. Borrowings under our North American ABL Facility and European Receivables Facility and our main finance lease bear interest at variable rates. An increase of the variable rate of 1% would have increased our finance costs, net by $1.0 million in 2013.

The Senior Secured Notes accrue interest at a fixed rate. For fixed rate debt, interest rate changes affect the fair market value of such debt, but do not impact earnings or cash flow. We currently do not intend to enter into hedging arrangements with respect to our variable rate borrowings, which will primarily be borrowings under the North American ABL Facility and other local working capital borrowings, following the completion of this offering.

Counterparty risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. We are exposed to counterparty risk from our operating activities (primarily from customer receivables) and from our financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. We do not generally hold any collateral as security. With respect to trade receivables, the customer credit rating of our largest trade debtors is carefully monitored by our credit management organization.

In the ordinary course of business, we grant guarantees and provide collateral to secure local lending facilities, working capital facilities and operating lease commitments.

As part of the sale of Cotuplas S.A.S. to Automation Industrielle S.A., we have undertaken to maintain our volume of trading with it over the next years and to accept a gradual increase in prices. We have committed to buy from Cotuplas S.A.S. a minimum of €4.7 million of equipment and services annually in 2014 and 2015, in line with the average of recent years. Our minimum purchase commitment will decrease to €3.2 million for 2016 and €0.7 million for each of 2017 and 2018. Should we fail to meet this minimum purchase commitment, we have agreed to provide an indemnity to Cotuplas S.A.S. amounting to 45% of its revenue shortfall.

As part of the sale of Albéa Annecy S.A.S. to Vacheron Industries, which was completed on October 1, 2013, we have granted a guarantee to secure our payment obligation to the purchaser of Albéa Annecy S.A.S.

Many of the amounts included in the consolidated financial statements involve the use of judgment and/or estimation. These judgments and estimates are based on management's best knowledge of the relevant facts and circumstances, having regard to previous experience, but actual results may differ from the amounts included in the consolidated financial statements.

The preparation of our financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and the carrying amounts of assets and liabilities

that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors including expectations of future events that are considered to be reasonable and relevant under the circumstances. Actual results may differ from these estimates. The financial information included in this prospectus has been prepared in accordance with IFRS.

The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below. Further information can be found in note 2.3.4 to our consolidated financial statements included in this prospectus.

The present value of our defined benefit obligations depend on a number of factors that are determined on an actuarial basis using a number of assumptions. The main assumption used in determining the defined benefit obligations and net pension costs is the discount rate. Any change in this assumption may impact the amounts recorded in our consolidated financial statements. The sensitivity analysis regarding the discount rate for pensions and other long term employee's benefits obligations is set forth in note 6.11 of our consolidated financial statements for the years ended December 31, 2013, 2012 and 2011 included in this prospectus.

We are subject to income taxes in a number of jurisdictions. Significant judgment is required in determining the provision for income taxes as there are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. We recognize liabilities based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were recorded, such differences will impact the current and deferred income tax provisions and results of operations in the period in which such determination is made.

The carrying amount of deferred tax assets is reviewed at each closing date and increased or reduced as appropriate, to reflect the changes in the likelihood that a taxable profit will become available against which the deferred tax asset can be utilized. The recoverability of deferred tax assets is assessed on a case-by-case basis, using assumptions and forecasts from our business plan. To assess the likelihood that a taxable profit will become available, the following factors are taken into account: results in previous years, forecasts of future results, non-recurring items that are unlikely to arise again in future and tax planning strategy. As a result, a substantial amount of judgment is involved in assessing our ability to utilize our tax loss carry forwards. If future results were substantially different from those expected, we would have to increase or decrease the carrying amount of our deferred tax assets, which could have a material impact on our balance sheet and income statement.

Assets are subject to impairment reviews whenever changes in events or circumstances indicate that impairment may have occurred. Qualitative and quantitative indications of impairment such as significant deviations of performance compared to our business plan, significant operating losses, and plant closures, are reviewed at each reporting date. The sensitivity analysis of the main assumptions for non-current assets is set forth in note 6.2 of the consolidated financial statements for the years ended December 31, 2013, 2012 and 2011 included in this prospectus.

Assets are written down to the higher of: (a) fair value less costs to sell; or (b) value in use. Value in use is calculated by discounting the expected cash flows from the asset at an appropriate discount

rate which uses management's assumptions and estimates of the future performance of the asset. Differences between expectations and the actual cash flows will result in differences in the level of impairment charges required.

Inventories are carried at the lower of cost or net realizable value, which requires the estimation of the future sales price of goods. Any differences between the expected and actual sales price achieved will be recognized in the statement of income in the period in which the sale is made.

Valuation of the Yield-Free Convertible Preferred Equity Certificates ("CPECS")

The component parts of compound instruments issued by us are classified separately as financial liabilities and equity, in accordance with the substance of the contractual arrangement. At the date of issue in the case of a bond that may be converted into a fixed number of equity shares, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument.

The repayment of the nominal value of the CPECS of €27.1 million is payable on the 49th anniversary of the issue of the CPECS and has been classified in part as borrowings and in part as equity.

Applying IFRS, the nominal value of this liability has been discounted to determine its carrying value as at the balance sheet date, using an estimated fair value cost of debt discount rate of 12.10% over a 49-year maturity period, as explained in note 6.10 to our consolidated financial statements for the years ended December 31, 2013, 2012 and 2011 included in this prospectus. The interest rate explicit within the CPECS is 0%. A 12.10% rate has been obtained by looking at the market rate of debt available on similar borrowings at the date of issuance. Had a different cost of debt been calculated, and interest charged annually, the amount recognized in the consolidated financial statements on initial recognition, and in subsequent years may have differed from the values presented here.

The repayment of the nominal value of the PECS of €3.5 million (as of June 30, 2014) is payable on the 49th anniversary of the issue of the PECS and has been classified in part as borrowings and in part as equity.

Applying IFRS, the nominal value of the PECS has been discounted to determine the carrying value of the liability as at the balance sheet date using an estimated cost of debt discount rate of 12.10% over a 49-year maturity period, as explained in note 6.10 to our consolidated financial statements for the years ended December 31, 2013, 2012 and 2011 included in this prospectus.

The interest rate explicit within the PECS is 5.5%. A 12.10% rate has been obtained by looking at the market rate of debt available on similar borrowings at the date of issue and represents a fair valuing estimate of the interest rate. Had a different cost of debt been calculated, and interest charged annually, the amount recognized in the consolidated financial statements on initial recognition, and in subsequent years may have differed from the values presented here. More details on the current carrying value are provided in note 6.10 to our consolidated financial statements for the years ended December 31, 2013, 2012 and 2011 included in this prospectus.

The amount of provisions recognized represent management's best estimates of the liabilities at the reporting date. Expectations will be revised each period until the actual liability is settled, with any difference accounted for in the period in which the revision is made.

The market and industry data and forecasts data set forth below were obtained from third-party sources, independent market research, publicly available information, governmental agencies and industry publications and organizations, including, among others, Arthur D. Little, Euromonitor, the IMF and Smithers Pira and based upon our estimates using such sources when available. Industry publications generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. While we believe that such information and estimates are reliable and accurately extracted by us for the purposes of this prospectus, we have not independently verified the data from third-party sources. This industry overview also contains statements regarding our industry that are not based on published statistical data or information obtained from independent third parties, but are internal estimates based on our experience and our own investigation of market conditions. While we are not aware of any misstatements regarding the market and industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings "Risk Factors" and "Forward-Looking Statements."

According to a 2014 Arthur D. Little report, the global market for beauty and personal care packaging is estimated to be approximately $22 billion. Beauty and personal care packaging addresses a wide range of markets, including markets in which we operate.

Global market for beauty and personal care packaging
(Year ended December 31, 2013, $ in millions)

Total = $22 billion

We believe that our product offering addresses a sub-segment of the global market for beauty and personal care packaging, which according to a 2014 Arthur D. Little report is approximately $8 billion. Our addressable end-markets include the following:

Albéa's Global Addressable Markets
(Year ended December 31, 2013, $ in millions)

The primary end-markets for our packaging is skincare, color cosmetics, fragrance, and oral care segments of the beauty and personal care market, to which we refer as the "beauty and cosmetics market." Those segments have in the past displayed growth rates comparable to those of the overall beauty and personal care market. As illustrated in the graph below, global beauty and personal care products are expected to exhibit the strongest retail value growth as compared to other consumer packaged goods through 2018 on a global basis. According to a 2013 Smithers Pira report, the global beauty and personal care packaging market is expected to grow at 4.9% per year between 2013 and 2018. As illustrated in the graph below, the global beauty and personal care packaging market is

expected to continue to exhibit one of the strongest growth rates relative to other major consumer packaging subsegments through 2018 on a global basis.

The beauty and personal care market is projected to grow at a compound annualized rate of 5.7% per annum between 2013 and 2018, according to Euromonitor, compared to its historical growth rate of 5.9% between 1999 and 2012. This market benefits from attractive growth prospects predominantly as a result of strong growth drivers in the emerging markets, such as:

In addition, the demand for beauty and personal care products in developed regions is expected to continue to grow supported by drivers that include:

The following chart prepared using data sourced from Euromonitor presents the evolution of the global beauty and personal care market since 1999. Consumer purchases of beauty and personal care products have been resilient through various economic cycles, both in emerging markets and in more mature markets such as Western Europe or North America, as consumers continued to purchase these products despite difficult economic conditions.

The North American, European and the other (including Asia-Pacific, Middle East and Africa, and South and Central America) beauty and personal care packaging markets are expected to grow at a CAGR of 3.3%, 3.0% and 6.4% from 2013 to 2018, respectively, according to a Smithers Pira 2013 report, as illustrated in the chart below.

Global Beauty and Personal Care Packaging Consumption Growth by Region
2013 (estimated)—2018 (estimated)

improvement programs. We established our global leadership position in the laminate tubes market through our merger with Betts Acquisition (2009) Limited ("Betts"), and expanded into dispensing systems through the Rexam Cosmetics Acquisition. We have also completed several bolt-on acquisitions to broaden our geographic exposure and to solidify our supply chain, such as the purchases of Eyelematic in the U.S. and Tex China. Our continuous focus on operational efficiency and acquisition integration has reduced costs and improved our Adjusted EBITDA Margin. We have invested significantly in new plants and equipment, and rationalized our production capacity in France, Italy, Mexico and Brazil. As of December 31, 2013, we have achieved approximately $22 million of annualized synergies and cost savings from the Rexam Cosmetics Acquisition out of a total annual target of $47 million (compared to 2012 costs). As of June 30, 2014, we have achieved approximately $6 million of additional annualized synergies and cost savings related to the Rexam Cosmetics Acquisition (compared to 2012 costs). We expect to achieve the remaining annualized synergies and cost savings related to the Rexam Cosmetics Acquisition by the end of 2016 (compared to 2012 costs). Our strategic initiatives, in particular our acquisitions and cost reduction measures, have resulted in significant Adjusted EBITDA growth and Adjusted EBITDA Margin expansion. Our Adjusted EBITDA has grown from $86.2 million in 2011 to $167.6 million for the twelve months ended June 30, 2014, representing a 30.5% compound annual growth rate ("CAGR"). During the same time period, our Adjusted EBITDA Margin has expanded from 8.5% to 10.5%. For the six months ended June 30, 2014 and 2013 and for the years ended December 31, 2013, 2012 and 2011, our profit/(loss) from continuing operations, the most directly comparable measure under IFRS, was $(17.2) million, $(27.5) million, $(50.3) million, $(26.3) million and $18.6 million, respectively. Our losses from continuing operations in 2013 and 2012 were primarily due to acquisition and funding costs for the Rexam Cosmetics Acquisition. See "Summary Consolidated Financial and Other Data" for a reconciliation of profit/(loss) from continuing operations, the most directly comparable measure under IFRS, to EBITDA and Adjusted EBITDA. With our transformation well underway, we believe we are in a position to pursue further growth opportunities and continued Adjusted EBITDA Margin and net income improvement.

personal care packaging market is expected to continue to exhibit one of the strongest growth rates relative to other major consumer packaging subsegments through 2018 on a global basis.

Leader on a global basis in packaging solutions for the beauty and personal care industry

We believe that we are one of the world's leading producers of beauty and personal care packaging, and hold the number one global market position in laminate and plastic tubes, foam pumps, fragrance samplers and lipstick and mascara containers. We also believe that we hold the number two global market position in the fragrance pumps category and the number three global position in the lotion pumps category. Our global footprint, long-standing customer relationships and new product development capabilities combined with our manufacturing excellence built on quality, consistent performance and continuous improvement, contribute to high barriers to entry and reinforce our global leadership position, and have resulted in strong revenue growth.

proximity to our customers' plants throughout the world, providing us with a competitive advantage and allowing us to benefit from global growth trends. As a result of our global footprint we have the capacity to align our manufacturing capabilities and our product offering to penetrate local and regional customer demand, while supporting the geographical expansion of our global customers.

Strong customer focus and long-standing relationships with our blue-chip customer base

New product development capabilities driving competitive advantage and growth

Our product development capabilities are a key part of our ability to meet the continuous demand from our customers for new packaging for new product launches. Our new product development infrastructure, supported by our scale and financial resources, is a competitive advantage over our smaller peers. Our new product development efforts are aligned with our growth initiatives to expand in emerging markets, because we seek to develop affordable packaging suitable for consumers with rising levels of disposable income, and cross-sell our diverse product offering to our customers with whom we work closely throughout new product development cycles. For example, we developed smaller "Little Kiss" lipstick tubes in India to meet the demands of the market for a lower priced product. Finally, our new product development efforts support our "one-stop-shop" approach as evidenced by our ability to develop integrated caps, sprayers and tubes.

and $18.6 million, respectively. Our losses from continuing operations in 2013 and 2012 were primarily due to acquisition and funding costs for the Rexam Cosmetics Acquisition.

*: Adjusted EBITDA and Adjusted EBITDA Margin are not measures defined under IFRS. In the above chart, Adjusted EBITDA for the year ended December 31, 2012 includes the Rexam Cosmetics Business' Adjusted EBITDA for the 364-day period ended December 30, 2012, which was $41.3 million, and Adjusted EBITDA Margin for the year ended December 31, 2012 includes the Rexam Cosmetics Business' Adjusted EBITDA Margin for the 364-day period ended December 30, 2012, which was 8.0%. Beginning December 31, 2012, our results have been consolidated with the results of the Rexam Cosmetics Business. See "Summary Consolidated Financial and Other Data" for the definition of Adjusted EBITDA and Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) and a reconciliation of profit / (loss) from continuing operations to Adjusted EBITDA and Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA). Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of revenue. Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) Margin is defined as Adjusted EBITDA (including Rexam Cosmetics Business 2012 Adjusted EBITDA) as a percentage of pro forma revenue. The pro forma revenue presents our revenue as if the Rexam Cosmetics Acquisition had occurred on January 1, 2012.
**: The pro forma revenue for the year ended December 31, 2012 presented in the above chart is for illustrative purposes only and presents our revenue as if the Rexam Cosmetics Acquisition had occurred on January 1, 2012. We have not identified any pro forma adjustments related to revenue.

Our team of ten executive officers has an average of 17 years of experience in the beauty and personal care packaging industry. Our senior management team has successfully managed our transition to a stand-alone business, the implementation of operational improvements and the acquisition and integration of Betts and the Rexam Cosmetics Business. Our team is led by our Chief Executive Officer, François Luscan, who joined in 1985 and has 29 years of experience in the packaging industry. Mr. Luscan led the Albéa business before, during and after its carve-out from the Rio Tinto Alcan group. Mr. Luscan is supported by our Chief Financial Officer, Xavier Leclerc de Hauteclocque, who joined in 2012 and has 10 years of experience in the packaging and beauty industries.

Improve profitability and cash flow generation through operational excellence and value-adding business solutions

Build on existing positions to increase sales in attractive emerging markets

Leverage strategic benefits from the transformational Rexam Cosmetics Business transaction

In addition to continuing to further improve our financial performance through new product development, outstanding service delivery and further operational efficiencies, we will continue to

leverage our combined operating platform following the Rexam Cosmetics Acquisition. This acquisition added a differentiated portfolio of fragrance, lotion and foam pumps and fragrance samplers, carrying significant intellectual property protection and attractive gross margins, to our existing portfolio. It also allows us to provide enhanced one-stop-shop solutions and the ability to cross-sell different packaging solutions, thereby optimizing our customers' supply chains. In addition, we believe that the ability to sell our portfolio of cosmetic rigid packaging to long-standing Albéa clients will drive additional growth opportunities.

We were incorporated on June 22, 2011 as a partnership limited by shares (société en commandite par actions) organized and existing under the laws of the Grand Duchy of Luxembourg and our corporate name is Twist Beauty S.à r.l. & Partners S.C.A. We are registered with the Luxembourg Register of Commerce and Companies under number B 161.913. Our registered office is located at 5, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg, telephone number +352 26 34 03 21. The principal executive offices of the Group are located at 1 Avenue du Général de Gaulle, 92230 Gennevilliers, France, telephone number +33 1 81 93 20 00. Our agent in the U.S. is Albéa Beauty Solutions USA, LLC and its registered address is 595 Madison Avenue, 10th Floor, New York, New York 10022. Our website can be found at www.albea-group.com. Information on, or accessible through, our website is not part of and is not incorporated by reference in this prospectus. Prior to the completion of this offering, we will convert into a Luxembourg public limited liability company (société anonyme) and change our name from Twist Beauty S.à r.l. & Partners S.C.A. to Albéa S.A. See "Prospectus Summary—Corporate Structure and Conversion into a Public Limited Liability Company."

Our business has two product segments: (i) our "tubes" segment, which encompasses laminate and plastic tubes for the oral care and cosmetic industry; and (ii) our "cosmetic rigid packaging" segment, through which we manufacture products for color make-up, skincare and fragrance caps, dispensing systems and beauty solutions. We believe we have one of the broadest product portfolios in our industry, which allows us to provide comprehensive product solutions, serve as a "one-stop-shop" for

our customers and cross-sell a total packaging solution to our customers, giving us the potential to increase our share of our existing customers' packaging spend and to attract new customers.

For the years ended December 31, 2013, 2012 and 2011, our tubes segment accounted for 39.5%, 58.0% and 59.1% of our revenue, respectively. Our principal tubes product categories are:

For the years ended December 31, 2013, 2012 and 2011, our cosmetic rigid packaging segment accounted for 60.5%, 42.0% and 40.9% of our revenue, respectively. Our cosmetic rigid packaging segment encompasses the following sub-groups:

We serve the complete value chain, from conversion of raw materials to decoration, assembly, and logistics, as reflected by the chart below. In some instances, through our beauty solutions business, we organize the filling of our customers' products through subcontractors.

Our business is diversified among numerous regions around the world, with a broad manufacturing base of 38 production plants, operating in 14 different countries across Europe, North America, South America and Asia, allowing us to provide in-market manufacturing capabilities for our customers in a variety of major markets. Our customers are increasingly expanding their global presence and rely on us to provide regional or local supply solutions, allowing us to solidify our position as a key global supplier to those customers. Our ability to manufacture products in various regions allows us to serve markets where delivery times and transportation and other costs such as import duties may be prohibitive.

We have leading positions and a strong manufacturing base in both mature and stable markets such as Europe and North America, as well as developing and faster growing markets such as Brazil, Mexico, China, Indonesia, Russia and India. We mostly produce high volume and affordable beauty and personal care products for the emerging markets, whereas we have a higher proportion of both higher value added and high-end beauty and personal care products for the developed markets. For the year ended December 31, 2013, Europe, North America, South America and Asia represented 48.4%,

29.7%, 7.5% and 14.4%, respectively, of our revenue. For the year ended December 31, 2012, Europe, North America, South America and Asia represented 51.7%, 31.8%, 5.1% and 11.4%, respectively, of our revenue. For the year ended December 31, 2011, Europe, North America, South America and Asia represented 53.0%, 30.8%, 6.2% and 10.0%, respectively, of our revenue. Our geographic diversification allows us to take advantage of regions with historically stable growth rates of the beauty and personal care end-market, such as Western Europe and North America, where the beauty and personal care end-market had compound annualized growth rates of 3.5% and 2.5%, respectively, from 2003 to 2013, while building our positions in faster-growing emerging markets, such as Latin America, Asia Pacific and Eastern Europe, where the beauty and personal care end-market had compound annualized growth rates of 13.1%, 7.5% and 8.2%, respectively, from 2003 to 2013. Euromonitor forecasts that the beauty and personal care markets in Western Europe and North America will grow by a compound annualized growth rate of 3.4% and 3.8%, respectively, from 2013 to 2018, and that markets in Latin America, Asia Pacific and Eastern Europe will grow by a compound annualized growth rate of 7.2%, 7.8% and 4.1%, respectively, from 2013 to 2018. We expect consumer demand for beauty and personal care products in emerging markets to continue to be driven by a growing middle class, a rapid increase in demand for branded and upscale products and improved retail infrastructure. As a result, emerging markets, in particular Brazil, Mexico, China, Indonesia, Russia and India, have driven a large percentage of the global growth in beauty and cosmetic products. We have increased our focus on emerging markets such as Brazil, Mexico, China, Indonesia, Russia and India, which from 2003 to 2013 had a combined annualized growth of approximately 13.4% in the retail value of beauty and personal care products, which was approximately twice the rate of growth of the global market. We believe that we are well positioned relative to our largely regional peers to take advantage of anticipated growth in those emerging markets, in particular for affordable beauty and personal care products, since our global footprint enables us to serve our developed market customers as they expand globally and penetrate new regional and local customers in developing markets. Our global exposure is enhanced by the use of our packaging for high-end beauty and personal care products, which are sold around the world.

We have a global manufacturing platform of 38 plants, operating in 14 different countries across Europe, North America, South America and Asia, which allows us to be closely aligned with our customers' plants and to serve our customers as they expand globally. For the year ended December 31, 2013, production plants in Europe, North America, South America and Asia (including China, India and Indonesia) accounted for 48.4%, 29.7%, 7.5% and 14.4% of our revenue, respectively. We believe that in 2013 our French plants exported approximately 26% of the finished goods produced in France.

Our recent operational improvement measures have improved our global production footprint and operational efficiency and streamlined our business. We are continuing to improve our global footprint as we integrate the Rexam Cosmetics Business, in a manner similar to our rationalization of our plants following our acquisition by affiliates of Sun Capital. In the past eight years, we have closed three plants and have shifted production to more efficient plants. In 2010, we implemented an operational improvement plan, with the aim to improve our margins. Our improvement plan included rationalization of our manufacturing footprint, capital investments to reduce production costs, manufacturing technology development, targeted sales growth projects and pricing-point improvements. As of December 31, 2013, we have realized annualized cost reductions of $36 million (compared to 2010 costs) through footprint optimization programs in France, Mexico, the United Kingdom and Brazil. We have also improved our other production processes, such as procurement, allowing us to maximize our economies of scale, and systematically determine whether we make or buy producers. Also, we have upgraded the operating processes at each of our plants, reducing our fixed costs and improving our profit margins.

The following table details our production plants by country of location and product line as of December 31, 2013:

Plants	Location	Products manufactured

8	France	Plastic tubes, laminate tubes, dispensing systems, fragrance and skincare caps, lipstick, compacts	2,341	1,162	4/4
5	United States	Plastic and laminate tubes, dispensing systems, mascara, fragrance and skincare caps, metal	1,298	1,140	2/3
5	China	Fragrance and skincare caps, lipstick, bottles, dispensing systems, laminate and plastic tubes	4,034	1,376	2/3
3	Mexico	Mascara, lipstick, fragrance and skincare caps, compacts, plastic tubes and laminate tubes	1,680	490	2/1
3	Indonesia	Compacts, fragrance and skincare caps, lipstick, laminate tubes, bottles	2,840	448	-/3
2	Italy	Mascara and plastic tubes	310	285	1/1
2	Brazil	Compacts, lipstick, mascara, fragrance and skincare caps and laminate tubes, dispensing systems	1,097	338	1/1
3	Poland	Plastic tubes and laminate tubes, home and personal care products	568	199	2/1
2	India	Laminated and plastic tubes, lipstick	473	113	-/2
1	Germany	Plastic tubes	423	145	-/1
1	Canada	Web for laminate tubes	31	129	1/-
1	United Kingdom	Laminate tubes	208	118	1/-
1	Russia	Lipstick and plastic tubes	145	43	-/1
1	Netherlands	Foam dispensing systems	85	98	-/1

In 2012, we continued with our operational improvement plan and we completed the Colchester relocation.

In 2013, we merged three separate tubes manufacturing sites in France into one new location. The move commenced during the summer and was completed earlier this year with minimal impact on delivery.

In August 2013, we relocated our Suzhou site in China to a new location, where we also plan to move some of the Shanghai operations of the Rexam Cosmetics Business. The transfer was completed in June 2014. However, the ramp-up phase of this facility will take several months since we are in the process of recruiting employees for this facility to further increase staffing levels. We are also in the process of consolidating two Italian facilities into a single location and we expect to complete the relocation in the fourth quarter of 2014.

On October 1, 2013, we sold our Albéa Annecy business and on October 4, 2013, we sold a former cap-making plant based in Albertville, France which had been closed since 2011.

In February 2014, we sold Cotuplas S.A.S., an equipment manufacturer for the productions of tubes, to Automation Industrielle S.A., a larger equipment producer also specialized in equipment for tube manufacturing and from whom we have been buying equipment in recent years. We intend to continue cooperating with Cotuplas S.A.S. in developing innovative tube manufacturing equipment.

We have a blue-chip customer base and have developed strong long-term relationships averaging over 20 years with our top clients, including L'Oréal, LVMH, Estée Lauder, Procter & Gamble, Avon, Natura, Unilever, Coty, Chanel and GlaxoSmithKline. Our largest customer, L'Oréal, represented approximately 16% of our revenue in 2013, and none of our other customers represented more than approximately 7% of our revenue in 2013. Our ten largest customers accounted for approximately 50% of our revenue for 2013. We receive orders from, and contract with, these customers, in most cases, on a local or regional basis across numerous product lines and types, minimizing the risk of losing all of our global business for any of these customers. Our customers generally select suppliers based on price, reliability, product quality, global sourcing capabilities and quality of technical support. We believe that we have provided a reliable supply of high-quality products to our customers, which has helped us develop long-term relationships with our customers.

In most of our product lines, we utilize our extensive manufacturing network to produce products in the same geographic region as our customers, which allows us to produce and deliver our products quickly in order to ensure that we minimize lead time. We manufacture certain of our other products both at central locations and throughout our network of manufacturing plants depending on the particular customer needs.

The majority of the customers of our tubes business pursue a dual sourcing strategy in which they rely on one primary and one back-up supplier in order to maintain a back-up source of supply in periods of high demand or in the event that there is a disruption in the primary supply. The majority of the customers of our cosmetic rigid packaging business do not typically source from two suppliers when they buy dedicated toolings and molds and accordingly we are the sole supplier to the majority of cosmetic rigid packaging customers. In addition, as some of our products require time-consuming certification requirements from national regulatory agencies, our customers are limited to a smaller range of suppliers. Certification requirements serve as a barrier to entry into this market and encourage long-term relationships between suppliers and customers.

We sell the majority of our products under purchase orders, individually submitted by customers based on their needs for products, whether pursuant to framework agreements or otherwise. The prices that they pay pursuant to purchase orders are generally set forth in pricing sheets that we deliver to the customers quarterly or annually, often as required the framework agreement covering the relationship. Some of our contracts generally contain various price adjustment mechanisms, including resin, labor or energy price pass-through provisions where we can pass increased costs on to our customers. Approximately 65% of our sales as of December 31, 2013 have escalation and de-escalation mechanisms which reduce the impact of rising resin prices on our gross margin. The renewal rate of our customers, which is different among the tubes and cosmetic rigid packaging business, may affect the specific price adjustment mechanisms for customers in the tubes and cosmetic rigid packaging business. We are applying this strategy to certain products produced by the Rexam Cosmetics Business that have higher raw material, labor or energy costs. In cases where we do not have set pricing or a purchase contract, we are able to negotiate prices as orders are submitted, in which case we can seek to adjust for raw material, labor, energy and other cost changes, but we are also subject to price changes based on competitive conditions. There is often a six-month to nine-month lag between the time our raw material prices increase and the time we realize increased pricing from our customers. These costs pass through mechanisms and can also cause prices to be reduced, and we seek to maximize the time between a reduction in our raw material costs and a reduction in the prices for our products. Product warranties and product defects represent our responsibility for the proper functioning of the goods sold (product warranty) as well as the obligations that arise from the use of the products sold (product defects).

Our marketing strategy involves building long-term relationships with our customers based on service, product quality, security of supply and competitive pricing. We reach our large and diversified base of customers through our direct field sales force of dedicated professionals and the strategic use of distributors. Our scale enables us to dedicate certain sales and marketing efforts to particular products, customers or geographic regions, enabling us to develop expertise that is valued by our customers. In addition, because we serve common customers across segments, we have the ability to efficiently utilize our sales and marketing resources. Since the Rexam Cosmetics Acquisition, we have reorganized our sales force to promote cross-selling our total packaging solutions to our customers. Highly skilled customer service representatives are strategically located throughout our plants to support the international field sales force. Manufacturing and engineering personnel work closely with field sales personnel and customer service representatives to satisfy our customers' product development, manufacturing and delivery needs.

We believe that we have differentiated ourselves from competitors through high-quality products, customer service and innovation. Our sales team monitors customer service in an effort to ensure that we remain the primary supplier for our key accounts. We have a technical sales team with significant knowledge of our products and processes, including specialized products. This knowledge enables our sales and marketing team to work closely with our innovation and development organization and our customers to co-develop products and formulations to meet specific performance requirements. This partnership approach enables us to further expand our relationships with our existing customer base, develop relationships with new customers and increase sales of new products.

We compete based on a variety of factors, including the design, quality and price of our products and customer service. Levels of competition and the ability of our competitors to more accurately address customer and end user desires and otherwise attract customers through competitive pricing or other factors impact our results of operations. We seek to enhance our relationships with our customers by sharing cost reduction initiatives, in an effort to be our customers' first source of supply.

The markets for our products are mature in Europe and North America and, while we believe we currently have a significant market share with respect to each product, there are many manufacturers that compete with us in any given market. Additionally, we compete to a certain extent, with our customers if they have in-house manufacturing capabilities.

The following table shows our significant competitors by region for each of our main product types as of December 31, 2013.


Product	Europe	North America	Latin America	Asia
Plastic tubes	Tupack, CTL, Witoplast	CCL, Berry, Silgan	CPack	Beauty Star, Chun Hsin, Sanrong
Laminate tubes	Colgate, Soupletube, Scandolara, Essel	Colgate, Essel	Colgate, Unilever, Berry, Essel	Essel, Sanying
Fragrance	Qualipac, Texen, Lisi, Aptar, Axilone, RCP, Li Fung	Texen, Top Line, Li Fung	Qualipac, HCP	HCP, Shya Hsin, Axilone, Li Fung
Skincare caps	Texen, Axilone, Aptar, GCS, Qualipac, Mauer	Aptar, Mauer, GCS	Aptar, Qualipac	HCP, Aptar, Shya Hsin
Lipstick and lip gloss	HCP, Shya Hsin, Axilone	HCP, Axilone	Qualipac, Kemas	Kemas, HCP, Shya Hsin, Axilone
Compact	Qualipac, Texen, Axilone, Li Fung, Top Line, HCP	Qualipac, Texen, Axilone, Li Fung, Top Line, HCP	Qualipac	Toly, HCP, Shya Hsin, Li Fung, Axilone
Mascara	Geka, HCP, Oekametal, Somater	Geka, HCP	Qualipac	HCP, Shya Hsin
Metal parts	Lisi, Axilone, Siedel, Pivaudran, Tomas	Tomas, Anomatic	Pivaudran, Tomas	Tomas, HCP, Axilone, Anomatic
Dispensing systems	Aptar, MeadWestvaco	Aptar, MeadWestvaco	Aptar, MeadWestvaco	Z&Z, Aptar, Yonshoo

We consider innovation and research and development to be key to the success of our product offerings, and we work together with our customers to develop packaging that enables them to successfully market their products to consumers. We believe our technology base and research and development support are among the best in the beauty and personal care packaging industry. Following the Rexam Cosmetics Acquisition, we have approximately 150 people in our innovation and research and development groups. In 2012, the Rexam Cosmetics Business invested $10.1 million in research and development and Albéa, for the years ended December 31, 2011 and 2012, invested $5.9 million and $6.2 million, respectively. For the year ended December 31, 2013, we invested $15.9 million in research and development. Our innovation and research and development activities primarily aim at adding innovative functions and applications to our products and optimizing the quality and complementary nature of our product portfolio and application services. We develop products through both "push" and "pull" strategies. With respect to "push strategies," based on our own initiative we develop new products and solicit customer interest. For instance, we developed the recyclable Greenleaf™ laminate tube, which has a CO₂ footprint that is a third less than the CO₂ footprint of an aluminum based

laminate tube. We also execute our marketing and product development initiatives through "pull strategies," whereby we develop products based on customer input and feedback. For example, we developed smaller "Little Kiss" lipstick tubes in India to meet the demands of the market for a lower price point. Our products (and our customers' products) generally have a life span of three years. As a result, we are required to continuously invest in innovation and research and development as well as capital expenditures to update our plants with the equipment needed to produce new products.

We also work on process improvements in order to reduce production costs and to improve product functionalities and sustainability. We conduct most of our research and development activities at our center for innovation and development in Gennevilliers, France. We also have employees in our individual markets that assist with new product development and respond to customers' requests. We also have a market intelligence team to monitor market trends for end-customers and a dedicated team for intellectual property management.

Using three-dimensional computer-aided design technologies, our full-time product designers develop innovative product designs and models for the packaging market. We can simulate the molding environment by running unit-cavity prototype molds in small injection-molding, thermoform, compression and blow molding machines for research and development of new products. Our engineers oversee the mold-building process from start to finish. Many of our customers work in partnership with our technical representatives to develop new, more attractive products. Our design professionals work directly with our customers to develop new styles and use computer-generated graphics to enable our customers to visualize the finished product. We have enhanced our relationships with these customers by providing the technical service needed to develop products combined with our internal graphic arts support. We also utilize our in-house graphic design department to develop color and styles for new rigid products.

Following the integration in 2013 of the research and development personnel of the Rexam Cosmetics Business, we strengthened our development process and our ability to provide integrated, more attractive product offerings to our clients.

The primary raw materials used in the manufacturing of our products are plastic resins (such as polyethylene and polypropylene), plastic closures, plastic film, lacquers, inks and varnishes and various metal parts (such as aluminum and steel). We source all of our raw material needs from third-party suppliers and we have identified duplicate sources of supply for most of our raw material needs. However, Surlyn resins, which we use for the manufacturing of certain fragrance caps, are only available from DuPont. Because of its geographical location in the south of the United States, DuPont is exposed to seasonal natural disasters (hurricanes) which have in the past impacted our supply of Surlyn resins and forced us to implement contingency plans. Further, there is a limited number of suppliers for various metal parts that we use for the pumps in our dispensing systems. Our contingency plans, successfully implemented in the past, include safety stocks, anticipation of delivery requirements and substitution in the face of events outside of our control. Because we operate large manufacturing plants, we use large quantities of electricity, natural gas and oil in our production. As a result, fluctuations in energy prices impact our cost of operations. Energy costs have been highly volatile in recent years and have generally risen since 2005. In addition, we have experienced rolling blackouts and temporary price spikes due to limits on energy availability in some of our developing markets.

Shifts in the prices of the raw materials may affect our profitability. To mitigate our exposure to price fluctuation, we have improved our procurement strategy. While historically raw material purchasing activities were typically carried out locally in the various regions in which we operate, we have recently globalized and streamlined our procurement process by establishing a global purchasing

organization to coordinate the purchase of our key raw materials, leverage our purchasing scale and establish new purchasing opportunities.

Because prices for these materials tend to be volatile, we continue to take actions to reduce overall material expense and exposure to price fluctuations. For example, we opportunistically enter into fixed price or longer term arrangements when we believe that we can secure favorable prices for our raw materials for specified future periods and reduce our exposure to near-term price fluctuations. We will also continue to include price escalation clauses in our sales agreements with our customers, allowing for price pass-through of our raw material costs increase. There is often a six-month to nine-month lag between the time our raw material prices increase and the time we realize increased pricing from our customers.

Our products are generally delivered to our customers using third-party transportation and warehousing providers. We believe this arrangement allows us to limit the capital commitment required to maintain our own distribution capabilities such as a transportation fleet and distribution warehouses and to minimize the time required for us to deliver our products to our customers.

We own over 2,000 registered (and pending applications) patents and trademarks, utility models and registered designs worldwide. Protection of process innovations and other technology important to our business, as it allows competitive differentiation and provides essential commercial value. We rely upon unpatented proprietary expertise, continuing technological process innovations and other trade secrets to develop and maintain our competitive position.

We are not aware, however, of any legal proceedings that have been brought against us for infringement of a patent or trademark or of any proceedings brought against any of our patents that could have a material adverse effect on our business if we would not prevail in such proceedings. We have regularly taken action to assert our intellectual property rights.

For the year ended December 31, 2013, our average and year-end number of employees were 15,915 and 15,581, respectively (excluding internships). Of our total employees, approximately 70% and 30% of our employees work in production and non-production functions, respectively. The following table sets forth the number of employees (excluding internships) we had on a geographical basis for average 2013, 2012 and 2011.

We have good relationships with our employees and union representatives. In Europe, our employees in France, Germany, Italy and the Netherlands are represented by trade unions or works councils. Our employees in the United States are not unionized. In Mexico, Brazil and Canada, our

employees are represented by trade unions. Our Asian employees are represented by mandatory trade unions in China, Indonesia and India. We take a constructive approach to union relationships where there are unionized plants, and have been able to secure the cooperation of our unions and our workforce with regard to significant changes and those plants. We experienced several brief work stoppages but other than that there have been no major work stoppages or strikes at any of our plants during the past five years.

Our remuneration and benefits policy is designed to reward employees in line with good market practice. Accordingly, our salary system for certain employees includes a variable bonus component in the form of incentives directly related to efficiency, which are determined on a local basis.

Total employee benefit expenses represented 29.6% of our revenue in 2013. In certain countries where we operate, particularly in China and Indonesia, labor costs have recently risen and are driven, to a certain extent, by government-mandated minimum wage increases. Additionally, in certain other countries where we operate, particularly India, we are experiencing some margin pressure due to increased labor costs which have not been passed through to the customer. We have recently been successful in including price modification mechanisms based on increases in our labor costs in our customer agreements and, in other cases, we seek to revise prices based on costs as new customer agreements are negotiated or purchase orders are placed.

We have obtained liability, product liability, property, directors' and officers' and other insurance coverage to the extent we believe necessary to operate our business. We currently believe our liability insurance is sufficient to meet our needs in light of potential future litigation and claims asserted against us in those areas. We cannot guarantee, however, that we will not incur losses beyond the limits or outside the coverage of our insurance policies. In addition, longer interruptions of business in one or more of our plants can, even if insured, result in loss of sales, profit, customers and market share. See "Risk Factors—Risks Related to Our Business—Any interruption in the operations of our manufacturing plants may adversely affect our business."

We also have an environmental insurance policy in place that covers pollution conditions that may occur at current plants during the term of the policy, subject to standard limitations.

Our quality control and assurance programs are designed to enable us to maintain strict compliance with all applicable customer and governmental mandates regarding our products. Quality control policies and procedures are strictly monitored and enforced at all of our manufacturing locations. All plants ensure product consistency to a designed standard of product quality. We believe, as a manufacturer of products that are branded with our customers' labels, that our customers' brands are one of their most important assets and should be protected from the loss of reputation from the use of poorly made or designed packaging. Accordingly, any poor quality product reflects negatively on the customer. Our customers visit our premises regularly, including "surprise" visits, and we have a basic belief that quality and safety are paramount.

We are party to various legal proceedings arising in the ordinary course of business, including employment- or labor-related proceedings, mainly arising from wrongful termination and working conditions claims.

within the facility; these conditions are subject to ongoing investigatory and remedial action by the EPA pursuant to CERCLA as part of the Pohatcong Valley Groundwater Contamination Superfund Site ("Pohatcong Valley Superfund Site"), consisting of the aquifer underlying three townships in New Jersey and associated properties, which have been impacted by a plume of volatile organic contaminants. In 2005, EPA identified the prior owner of the Washington Facility, Pechiney Plastic Packaging, Inc. ("PPPI"), a subsidiary of Rio Tinto, as a potentially responsible party ("PRP") with respect to the Pohatcong Valley Superfund Site, and in 2009, EPA placed an environmental lien against the property to secure remedial liabilities of approximately $15 million, which represented costs incurred by EPA as of December 31, 2007. Additionally, the United States Department of Justice ("DOJ") filed a CERCLA cost recovery action against PPPI in federal district court in New Jersey, United States v. Pechiney Plastic Packaging, Inc. 09-CV-05692, seeking to recover the EPA's response costs associated with the Pohatcong Valley Superfund Site. In a letter dated November 29, 2012, the EPA sent our subsidiary, Albéa Americas, Inc. ("Albéa Americas"), a notice alleging that Albéa Americas may be a PRP with respect to the Pohatcong Valley Superfund Site and demanding payment of costs incurred by EPA as of July 31, 2012 amounting to approximately $27 million. Additionally, on September 30, 2013, the DOJ filed a complaint against Albéa Americas and certain other third parties as defendants in a CERCLA cost recovery lawsuit, United States v. Bristol-Myers Squibb Company et al, Civil Action No. 3:13-cv-05798-PGS-TJB. The complaint also includes an in rem cause of action seeking to enforce the federal environmental lien against the Washington Facility. On May 7, 2013, the EPA notified Albéa Americas that EPA sampling indicated the presence of trichloroethylene ("TCE") vapors in the facility which appear to have migrated from the subsurface into the facility; in response, Albéa Americas and EPA undertook extensive indoor air quality sampling and mitigation measures with respect to the vapor conditions, and are now in the process of monitoring the indoor air to ensure the ongoing effectiveness of the measures that have been taken to address the vapor conditions. Pursuant to the July 2, 2010 agreement by which we acquired Rio Tinto's beauty packing business, Rio Tinto and PPPI agreed to perform all remedial action required at the Washington Facility and to indemnify us for losses or claims we may incur associated with historical environmental conditions at the Washington Facility and the Pohatcong Valley Superfund Site. Accordingly, Albéa Americas has tendered these matters including the EPA claim, the DOJ lawsuit, and TCE vapor conditions to Rio Tinto and PPPI for indemnification pursuant to that agreement, and they have responded that they accept these matters for indemnification and would assume Albéa Americas' defense in the lawsuit. The DOJ lawsuit has been stayed pending settlement negotiations between DOJ and PPPI. The parties have reached an agreement in principle to settle the DOJ lawsuit and are in the process of negotiating a consent decree to document the terms of the settlement. As the current owner of the property, we expect to be a party to the forthcoming consent decree, under which the parties will be responsible for completing remediation of the site. Under the settlement terms, PPPI would pay EPA's response costs and implement the remedial action for and conduct all operation and maintenance of remedial systems installed in connection with the Pohatcong Valley Superfund Site. Due to the indemnity, Albéa's primary obligation under the consent decree should be limited to providing access to the Washington Facility as necessary for the remedial work and to implementing and maintaining institutional controls placed on the property that are required by EPA.

We are currently involved in a commercial dispute in Italy, in which Albéa Cosmetics Italy S.p.A. is the plaintiff, with a former Italian real estate business partner. This commercial dispute is in relation to a preliminary lease agreement which we terminated further to our business partner's underperformance of its construction obligations within the agreed timeframe. We are claiming damages for breach of contract in amount of €0.6 million and €0.8 as contractual damages. Our former business partner filed a counterclaim against us in an amount of €1.1 million based on the alleged damages suffered in the case. The Court of Milan has dismissed the case based on a lack of venue, affirming the competence of the Court of Monza, where the first introductory hearing was held on June 4, 2014. The second hearing will be held in December 2014.

In 1997, we established a plant in Goa, India, which benefited from a five year tax exemption on its profit. Following a regulatory change, we were required to apply depreciation when calculating our profit, which caused the subsequent loss of our tax exemption. However, we are challenging this decision. Further, in 1998, following a change of ownership of Betts India, we mistakenly surrendered two years of carry forward losses to the tax administration, which erroneously approved such declaration although we were required to only surrender such losses for one year. The tax authorities have disallowed the carry forward losses for both years, and we are also challenging this decision. Finally, the Indian tax authorities have disallowed the royalty charge between Betts India and our subsidiaries in the United Kingdom, which we are also challenging. We estimate that our maximum total exposure in relation to these various proceedings is approximately $1 million, of which we have already paid approximately $0.8 million (in the form of cash payments and reductions of tax credits).

All of our plants and products are subject to local, state, national and international laws and regulations relating to the quality of cosmetics products and sanitation, safety and environmental control. Failure to comply with these requirements may result in fines and penalties and liability for compliance costs and damages.

From time to time, we receive notices and inquiries from regulatory authorities and others asserting that we are not in compliance with such laws and regulations. Many of our plants are subject to various permits and other regulatory requirements, violations of which may result in civil or criminal sanction. In some cases, third parties may also have the right to sue to enforce compliance. Our internal safety department, as well as our insurers, conducts regular inspections of all of our manufacturing activities to ensure that site and personal safety is managed to the highest level. We have systems in place designed to monitor, reduce and avoid product safety risks throughout all stages of our production process. Additionally, we provide ongoing employee training regarding product, work and site safety. We have also put in place a risk management review process that aims at identifying all key risks within the organization and at plants, and implementing remediation and action plans accordingly. Our products, and the raw materials we use in our production processes, are subject to various regulations related to product and chemical safety, including the REACH regulation in the European Union. REACH requires that certain substances imported or manufactured within the European Economic Area be registered with the European Chemicals Agency and evaluated for their safety. The registration process requires producers to generate and submit data on the environmental and health impacts of substances and, in some cases, obtain authorization for their use within the European Union. Among other things, REACH can result in the imposition of use or marketing restrictions, and may require the phase-out or substitution of certain more dangerous chemicals with suitable alternatives. The European Union is continuously adopting additional requirements related to product or substance safety, including a new regulation specifically applicable to cosmetic products (EC 1223/2009) that came into force on July 11, 2013. This new regulation requires that our cosmetics customers meet certain safety standards for their products and includes the prohibition of certain packaging materials. This regulation has prompted many requests from our customers to provide compliance certificates.

Although REACH compliance is primarily the responsibility of our suppliers or the producers of chemical raw materials, we are also affected by REACH as a "downstream" user of REACH-regulated substances, based on our incorporation of regulated substances into our products. It is possible that the registration process or use restrictions imposed by REACH and other regulations could increase our costs, affect our raw material supplies or require us to substitute certain materials with alternatives. We utilize a database system that allows us to track and monitor our suppliers and the REACH compliance status of raw materials used at each of our plants. We believe that our tier 1 suppliers have made the required registrations and are in material compliance with REACH and have efforts underway to

prepare for and comply with any additional requirements or upcoming deadlines. We believe that we have the capability to adjust our products and supplies as needed in accordance with any future requirements of REACH.

Our operations and properties are subject to international, EU, U.S. federal and state, national and local environmental laws and regulations that impose limitations on the discharge of pollutants into the air, soil and water, establish standards for the treatment, storage and disposal of solid and hazardous wastes and require investigation and clean-up of contaminated sites, as well as determine the guidelines for workplace health and safety.

In order to comply with these requirements, we may need to spend substantial amounts of money and other resources from time to time to (i) construct or acquire new equipment, (ii) acquire or amend permits to authorize facility operations, (iii) modify, upgrade or replace existing and proposed equipment and (iv) clean-up or decommission waste management facilities. Our capital and operating budgets include costs and expenses associated with complying with these laws. If we do not comply with environmental requirements that apply to our operations, regulatory agencies could seek to impose civil, administrative or criminal liabilities, as well as seek to curtail our operations. Under some circumstances, private parties could also seek to impose civil fines or penalties for violations of environmental law or recover monetary damages, including those relating to property damage or personal injury or illness or injuries allegedly related to exposure to hazardous substances at our plants or in our products.

The presence of hazardous materials at our current and former plants may expose us to potential liabilities associated with the cleanup of contaminated soil and groundwater, and we could be liable for the costs of responding to and remediating releases of hazardous substances, and the restoration of natural resources damaged by such release, among other things. We may also be held liable for the disposal of hazardous wastes generated at our plants at third-party sites. To date, our operations have not given rise to material costs or liabilities under environmental laws and regulations and we are not aware of any environmental liabilities that we would expect to have a material adverse effect on our business.

Certain of our current and former plants have known soil and groundwater contamination conditions that are subject to ongoing remedial obligations. In certain cases, these remedial obligations are contractually the responsibility of the prior owners of these properties pursuant to the agreements by which we acquired the properties or associated businesses. For example, our current manufacturing facility in Washington, New Jersey, USA has soil and groundwater contamination that is migrating offsite and subject to remediation pursuant to CERCLA as part of the Pohatcong Valley Superfund Site; this remedial obligation was retained by Rio Tinto pursuant to agreement by which we acquired Rio Tinto's beauty packing business on July 2, 2010. Our plants in Waterbury and Watertown, Connecticut, USA have site contamination being remediated pursuant to the Connecticut Transfer Act; these remedial obligations are the responsibility of the former owner under the agreement by which we acquired the Eyelematic business on November 10, 2011. We recently sold 100% of the shares of Albéa Annecy without granting any specific contractual warranty on environmental liabilities and we are not in charge of or involved with the ongoing remediation of soil and groundwater contamination conditions there. Albéa Annecy will continue to benefit from the contractual environmental warranty from which it was already benefiting, under which the previous owner of the shares of Albéa Annecy, Rexam Plc, is responsible for the ongoing remediation of soil and groundwater contamination conditions until completion.

Prior to our conversion into a Luxembourg public limited liability company (société anonyme) we are a partnership limited by shares (société en commandite par actions) organized under the laws of Luxembourg and managed by our general partner and sole manager, Twist Beauty S.à r.l. We do not have a board of directors and all of our management decisions are made by our general partner and sole manager on our behalf. Prior to completion of this offering, we will convert into a public limited liability company (société anonyme) and change our name to Albéa S.A. The following table lists each of our current executive officers, and each of the members of the board of managers of Twist Beauty S.à r.l., who are our authorized representatives, and their respective ages and positions. These executive officers and members of the board of managers will become executive officers and directors, respectively, of Albéa S.A. upon our conversion into a Luxembourg public limited liability company (société anonyme), save for Ms. Noëlla Antoine and Ms. Anita Lyse who will both resign and be replaced with Luxembourg residents. Prior to the completion of this offering, we intend to appoint three directors that we expect that our board of directors will determine are "independent" under the rules of the NYSE. We also intend to appoint Mr. Markus Nagel and Mr. Timothy Stubbs as directors, who may replace certain of our current directors. The business address of our executive officers is 1, Avenue du Général de Gaulle, 92230 Gennevilliers, France. The business address of our directors and director nominees is 5, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg.

Name		Position

François Luscan	54	President, Chief Executive Officer, acting Executive VP, Europe
Xavier Leclerc de Hauteclocque	41	Executive VP, Chief Financial Officer
Jose Filipe	48	Executive VP, Americas
Adrian Haughton	53	Executive VP, Asia and Tubes Product line
Guillaume de Demandolx	40	Executive VP, Cosmetic Rigid Packaging Product line
Thierry Rabu	54	Executive VP, Dispensing System Product line
François Tassart	51	Executive VP, Sales & Beauty Solutions
Richard Poyol	57	Executive VP, Manufacturing
Axel Moreau	50	Executive VP, Human Resources
Charles-Antoine Roucayrol	42	Executive VP, General Counsel
Noëlla Antoine	45	Director (resigning)
Isabelle Arker	42	Director
Benjamin Buerstedde	35	Director
Anita Lyse	38	Director (resigning)
Laura Spitoni	46	Director
Markus Nagel	46	Director nominee
Timothy Stubbs	47	Director nominee

François Luscan has served as Albéa's President, Chief Executive Officer, acting Executive VP Europe, since July 2010 and has been principally employed by Albéa (and its predecessors) since 1985. He was Chief Executive Officer of Alcan Beauty Packaging Beauty from December 2005 to July 2010. In 2010, he led Albéa's acquisition of the Betts group. Mr. Luscan holds a degree in engineering.

Xavier Leclerc de Hauteclocque has served as Albéa's Group Executive VP, Chief Financial Officer of Albéa since June 2012. Prior to that, he was Chief Financial Officer of Brakes France (the Brakes Group) from October 2007 to May 2012. Mr. Leclerc de Hauteclocque holds an MBA from INSEAD, France and Singapore.

Jose Filipe has served as Albéa's Executive VP Americas since January 2013. Prior to that, from 2006 to October 2013, he served as Albéa's head of operations, Brazil and from 2006 to January 2013, he served as Albéa's general manager of the global beauty solutions division. He holds a mechanical engineering degree and a master in production systems from Porto University, Portugal.

Adrian Haughton has served as Albéa's Executive VP Asia and Tubes Product line since January 2013. Prior to that, from March 2012 to January 2013, he served as VP Strategic Projects & Asia Operations. He did not work from August 2010 to February 2012 and prior to that, from 2002 to February 2010, he served as VP Strategy & Business Development for Alcan Packaging and, from February 2010 to August 2010, as VP Strategy & Integration for Amcor Flexible Packaging Europe & Americas. He holds a BA and a masters' degree in mathematics from Oxford University and an MSc in Operational Research from Lancaster University.

Guillaume de Demandolx has served as Albéa's Executive VP Cosmetic Rigid Packaging Product line since September 2013. Prior to that, from July 2010 to June 2013, he served as VP Global Sales of MWV Beauty and Personal Care business. Prior to that, from 2006 to July 2010, based in Shanghai he served as VP and GM of the Asia Pacific region for MeadWestaco for their personal and home care division. He holds a MBA from Harvard Business School and graduated from École Nationale des Ponts et Chaussées.

Thierry Rabu has served as Albéa's Executive VP Dispensing System Product line since November 2011. Prior to that, from January 1995 to September 2007, he served as managing director for China for AptarGroup and from September 2007 to November 2011, as President Beauty and Home & Food and Beverage for Asia for AptarGroup. Prior to joining AptarGroup, he was CEO of a French pharmaceutical company, which was part of the J&J Group. He holds a degree in engineering from Centrale Lyon.

François Tassart has served as Albéa's Executive VP Sales & Beauty Solutions since January 2013. Prior to that, he was Vice President of Sales, Marketing & Innovation from September 2009 to December 2012. Prior to that, he was Vice President of Sales & Marketing of Albéa's worldwide tubes business from April 2009 to August 2009. Prior to that, he was Director of Sales & Marketing of Albéa's European tubes business from October 2005 to March 2009. Mr. Tassart holds a master's degree in engineering from the École Centrale in Paris.

Richard Poyol has served as Albéa's Executive VP Manufacturing since since July 2013. Prior to that, from March 2010 to June 2013, he served as Operational Excellence Director for the FD&C Business Unit and became LED Cluster General Manager for Amcor Flexibles Europe and America. Prior to that, from May 2005 to February 2010, he served as Operational Director and General Manager for Alcan packaging capsules. He holds a master's degree in metal engineering from Paris VI University.

Axel Moreau has served as Albéa's Executive VP Human Resources since July 2010. Prior to that, he served as Global Human Resources Director of Alcan Beauty Packaging from March 2004 to July 2010. Mr. Moreau holds a master degree in social law from Angers University, France.

Charles-Antoine Roucayrol has served as Albéa's General Counsel since October 2010 and was appointed Executive VP in January 2013. From 2007 to October 2010, he served as global general counsel at the Alten Group, a French listed company. Prior to that, from 2001 to 2007, he worked with the Safran Group as general counsel of Labinal, specialized in the manufacture and supply of electrical systems and engineering services. Prior to that, he worked at Siemens and the Valéo group. Mr. Roucayrol holds an Executive MBA from École des Hautes Études Commerciales (HEC) and a degree in business law from University Panthéon-Assas and from University René Descartes.

We believe that the board of directors of Twist Beauty S.à r.l., our general partner and sole manager, is, and we intend that it will continue to be after our conversion into a Luxembourg public limited liability company (société anonyme), composed of individuals with sophistication and experience in many substantive areas that impact our business. We believe that all of the current board members possess the professional and personal qualifications necessary for board service. Prior to the completion of this offering, we intend to appoint three directors that we expect that our board of directors will determine are "independent" under the rules of the NYSE. We also intend to appoint Mr. Markus Nagel and Mr. Timothy Stubbs as directors, who may replace certain of our current directors. In addition, prior to the completion of this offering, we intend to replace Ms. Noëlla Antoine and Ms. Anita Lyse with Luxembourg residents.

Noëlla Antoine has served as a director since July 2013. She has been employed principally by Alter Domus, a service provider to alternative investment funds, since 1990, and currently serves as Managing Director in the Luxembourg office. She has significant experience working with Luxembourg companies in a wide range of sectors. She holds a degree in Business Studies from ICHEC in Brussels, Belgium. She is also a Chartered Accountant in Luxembourg (DECL).

Isabelle Arker has served as a director since July 2013. She has been employed principally by Neuheim Lux Group Holding V S.à r.l., an affiliate of Sun Capital, since March 2009 and currently serves as General Manager. Prior to that, she served as a Tax Manager at Ernst & Young in the Luxembourg office from March 2007 to February 2009. She has significant experience working with Luxembourg companies in a wide range of sectors. She holds an MBA from the Université de Nancy 2 in Nancy, France.

Benjamin Buerstedde has served as a director since June 2014. Since 2008, he has served as Principal at Sun European Partners LLP, the European adviser to Sun Capital. Prior to that, he served as an Associate with Merrill Lynch Investment Banking in London from 2004 to March 2008, where he worked across industry sectors focusing on LBO transactions. Prior to that, he served as an analyst with Hawkpoint Partners, an independent corporate advisory firm in London, focusing on UK public-to-private transactions in the industrial space. He holds a Master of Science in Economics from the London School of Economics and a Bachelor of Science in Economics with European Studies from the University of Warwick.

Anita Lyse has served as a director since July 2013. She has been employed principally by Alter Domus, a service provider to alternative investment funds, since 2001, and currently serves as a Director in the Luxembourg office. She has significant experience working with Luxembourg companies in a wide range of sectors. She holds an MSc in Business and Economics from the Université des Sciences Sociales de Toulouse, France.

Laura Spitoni has served as a director since March 2014. She has served as legal counsel and IP manager of Neuheim Lux Group Holding V S.à r.l., an affiliate of Sun Capital, since January 2014. Prior to that, she served as a chief counsel EMEA at SCA (formerly Georgia Pacific) from 1999 to December 2013. She holds a degree in law from La Sapienza University, Rome.

Markus Nagel is expected to become a member of our board of directors upon the completion of this offering. He currently serves as Group CFO of Sun European Partners, LLP, the European adviser to Sun Capital, and as a director of the Senior Secured Notes Issuer. Prior to that, he was Regional Managing Director of Harsco Infrastructure Services GmbH for Scandinavia, Central and Eastern Europe from 2009 to July 2010. Prior to that, he served as Chief Financial Officer of Harsco Infrastructure Deutschland GmbH from 2005 until 2009 (formerly Huennebeck Group GmbH and a former Sun Capital affiliated portfolio company). Prior to that, Mr. Nagel served in various roles at GARDENA AG in Germany and Australia from 1998 to 2004, most recently as Senior VP Corporate

Finance and Accounting. He has 20 years of experience in senior financial and operational management roles. He holds a Bachelor of Business Administration from the University of Augsburg, Germany.

Timothy Stubbs is expected to become a member of our board of directors upon the completion of this offering. He currently serves as a director of the Senior Secured Notes Issuer. Since October 2011, he has served as a Managing Director of Sun European Partners, LLP, the European advisor to Sun Capital. Prior to that, he was President and Chief Executive Officer of Sapa AB Group from September 2010 to September 2011. Prior to that, he was President of Sapa Inc. from August 2009 to September 2011. Prior to that, he was Chief Executive Officer of Indalex Inc, a former Sun Capital affiliated portfolio company, from April 2004 to August 2009. On March 20, 2009, Indalex Inc filed chapter 11 petitions for bankruptcy in the United States. He holds an MBA from the London Business School and a B.A. from St. Anne's College, Oxford University.

We are a partnership limited by shares (société en commandite par actions) organized under the laws of Luxembourg managed by our general partner and sole manager, Twist Beauty S.à r.l. We do not have a board of directors and all of our management decisions are made by our general partner and sole manager on our behalf. Prior to completion of this offering, we will convert into a Luxembourg public limited liability company (société anonyme) and change our name to Albéa S.A. Also prior to the completion of this offering, our articles of association, as a Luxembourg public limited liability company (société anonyme), will provide that our board of directors shall consist of such number of directors as determined from time to time by resolution adopted by the general meeting of the shareholders of the Issuer up to a maximum of twelve directors.

Upon completion of this offering our board of directors will be divided into three groups of directors, with the groups as nearly equal in number as possible. As a result, approximately one-third of our board of directors will be elected each year. The classification of directors will have the effect of making it more difficult for shareholders to change the composition of our board.

Our directors will be divided into two distinct classes, class A directors and class B directors. All class B directors shall be Luxembourg resident directors with class A directors being Luxembourg resident or not.

Directors are appointed by the general meeting from the nominations proposed to the general meeting in accordance with the nomination rules set forth in the articles of association. Prior to the completion of this offering, our articles of association will require that four directors must be Luxembourg residents. In addition, prior to the completion of this offering, we intend to appoint three directors that we expect our board of directors will determine are "independent" under the rules of the NYSE. Upon completion of this offering, we intend to have twelve directors.

Upon completion of this offering, affiliates of Sun Capital will continue to control a majority of the voting power of our outstanding ordinary shares. As a result, we will be a "controlled company" under the corporate governance standards of the NYSE. As a controlled company, exemptions under the NYSE standards will free us from the obligation to comply with certain corporate governance requirements, including the requirements:

These exemptions do not modify the independence requirements for our audit and compliance committee requiring it to be comprised exclusively of independent directors, and we intend to comply with the applicable requirements of the Sarbanes-Oxley Act of 2002 and rules with respect to our audit and compliance committee within the applicable time frame. These rules require that our audit and compliance committee be composed of at least three members, a majority of whom will be independent within 90 days of the date of this prospectus, and all of whom will be independent within one year of the date of this prospectus.

In addition to the controlled company exemptions, as a foreign private issuer, under the corporate governance standards of the NYSE, foreign private issuers are permitted to follow home country corporate governance practices instead of the corporate governance practices of the NYSE. Accordingly, we intend to follow certain corporate governance practices of our home country, Luxembourg, instead of certain of the corporate governance requirements of the NYSE. Specifically, we do not intend to have a board of directors composed of a majority of independent directors or a compensation committee or nominating and corporate governance committee composed entirely of independent directors.

As a foreign private issuer, we will also be exempt from the rules and regulations under the Exchange Act, related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file annual, quarterly and current reports and financial statements with the Securities and Exchange Commission as frequently or as promptly as domestic companies whose securities are registered under the Exchange Act.

Prior to the completion of this offering and upon our conversion into a Luxembourg public limited liability company (société anonyme), our board of directors will have established an audit and compliance committee and a nomination and compensation committee. The composition, duties and responsibilities of these committees is as set forth below. In the future, our board may establish other committees, as it deems appropriate, to assist it with its responsibilities.

Audit and compliance committee. The audit and compliance committee will be responsible for, among other matters: (1) supervising the appointment, retention and termination process of our independent registered public accounting firm; (2) assessing our independent registered public accounting firm's independence from management; (3) reviewing with our independent registered public accounting firm the scope and results of their audit; (4) pre-reviewing all audit and permissible non-audit services to be performed by our independent registered public accounting firm; (5) overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; (6) reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; (7) overseeing our compliance process; (8) establishing procedures for the confidential anonymous submission of concerns regarding

questionable accounting, internal controls or auditing matters; and (9) reviewing and approving related party transactions.

Upon completion of this offering, our audit and compliance committee will consist of , and . Our board of directors has determined that will qualify as an "audit committee financial expert," as such term is defined in Item 407(d)(5)(ii) of Regulation S-K. Our board of directors will adopt a new written charter for the audit and compliance committee, which will be available on our corporate website at www.albea-group.com upon the completion of this offering. Our website is not part of this prospectus.

Nomination and compensation committee. The nomination and compensation committee will be responsible for, among other matters: (1) reviewing key compensation goals, policies, plans and programs; (2) reviewing and recommending the total compensation of our directors, chief executive officer and other executive officers; (3) reviewing employment agreements and other similar arrangements between us and our executive officers; (4) overseeing the administration of stock plans and other incentive compensation plans and (5) recommending individuals qualified to become chief executive officer, other executive officer or director and developing related qualification standards.

Upon completion of this offering, our nomination and compensation committee will consist of and . Our board of directors will adopt a written charter for the nomination and compensation committee, which will be available on our corporate website at www.albea-group.com upon the completion of this offering. Our website is not part of this prospectus.

No interlocking relationships exist between the members of our board of directors and the board of directors or compensation committee of any other company.

We have adopted a Code of Business Conduct and Ethics (the "Code") applicable to all of our directors, officers and employees, including our principal executive officer, principal financial officer and accounting officers, and all persons performing similar functions. A copy of the Code will be available on our corporate website at www.albea-group.com. Our website is not part of this prospectus. We will provide any person, without charge, upon request, a copy of our Code. Such requests should be made in writing to the attention of our General Counsel at the following address: 1 Avenue du Général de Gaulle, 92230 Gennevilliers, France, Attn.: General Counsel.

Prior to the completion of this offering and upon our conversion into a Luxembourg public limited liability company (société anonyme) our board of directors will be responsible for overseeing our risk management process. The board of directors will focus on our general risk management strategy and the most significant risks facing us, and will ensure that appropriate risk mitigation strategies are implemented by management. The board of directors will be apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

Following the completion of this offering, our board of directors will delegate to the Audit and compliance committee oversight of our risk management process. Our other board committees will also consider and address risk as they perform their respective committee responsibilities. All committees will report to the full board of directors as appropriate, including when a matter rises to the level of a material or enterprise level risk.

Our management is responsible for day-to-day risk management. This oversight includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance and reporting levels.

Prior to this offering, we were a privately-held company. As a result, we have not been subject to any stock exchange listing or SEC rules requiring a majority of our board of directors to be independent or relating to the formation and functioning of board committees, including audit, compensation and nominating committees. Most, if not all, of our prior compensation policies and determinations, including those made for 2013, have been the product of negotiations between the executive officers and our Chief Executive Officer and/or board of directors. The objectives of our compensation policies and programs are to attract, motivate, reward and retain key talent through competitive and cost effective approaches that reinforce executive accountability and reward the achievement of business results.

In connection with this offering, our board of directors will form a nomination and compensation committee to, among other things, oversee and administer our compensation arrangements. We expect that following this offering, our Chief Executive Officer will review annually each other executive officer's performance with the nomination and compensation committee and recommend appropriate base salary, cash performance awards and grants of long-term equity incentive awards for all other executive officers. Based upon the recommendations of our Chief Executive Officer and in consideration of certain objectives described above, the nomination and compensation committee will approve the annual compensation packages of our executive officers other than our Chief Executive Officer. We also expect that the nomination and compensation committee will annually analyze our Chief Executive Officer's performance and determine his base salary, cash performance awards and grants of long-term equity incentive awards based on its assessment of his performance with input from any independent third party consultants engaged by the nomination and compensation committee. In connection with this offering, we expect that our board of directors will implement a long term equity incentive plan.

The total aggregate compensation paid to our executive officers was $5.8 million during the year ended December 31, 2013, which included $1.2 million of discretionary cash bonuses. We do not provide our executives with in-kind benefits. To date, we have not provided compensation to directors for their services as directors or members of committees of the board of directors.

We currently provide our executive officers with a benefits package in line with those of non-listed companies in our sector and appropriate for their respective jurisdictions. Employee benefits provided to our executive officers are substantially identical to those which other employees are eligible to receive in the respective countries where the executive officers are employed. No amount was set aside or accrued by us to provide pension, retirement or similar benefits to our executive officers with respect to the year ended December 31, 2013.

In June 2011, our Management Participation Program, (the "MPP"), was created to align interests among our key managers, our principal shareholders and the Group by allowing managers to participate in our economic success. To accomplish this, the MPP allowed certain managers to purchase our ordinary shares. Prior to this offering and the Repurchase, affiliates of Sun Capital owned % of our ordinary shares, with the remaining % of our ordinary shares owned by executive officers and members of our management team. The terms and conditions of participation in the MPP were governed by the securityholders' deed, dated June 30, 2011 (as amended on June 29, 2012 and amended and restated on November 19, 2013), entered into by us, Twist Beauty S.à r.l.,

certain affiliates of Sun Capital and participants in the MPP (the "Securityholders' Deed"). A number of the members of our management team, including our executive officers, totaling approximately 50 current employees, participate in the MPP.

Prior to completion of this offering, we will convert into a Luxembourg public limited liability company (société anonyme) and change our name from Twist Beauty S.à r.l. & Partners S.C.A. to Albéa S.A. In connection with this conversion, all of the ordinary shares of Twist Beauty S.à r.l. & Partners S.C.A. will be converted into ordinary shares of Albéa S.A. Upon this conversion, affiliates of Sun Capital and certain members of our management will receive ordinary shares of Albéa S.A., in exchange for their ordinary shares in Twist Beauty S.à r.l. & Partners S.C.A., based on the value of such ordinary shares then held by them. After our conversion into a Luxembourg public limited liability company (société anonyme), but prior to the completion of this offering and the Repurchase, affiliates of Sun Capital will hold % of our ordinary shares and members of management will hold % of our ordinary shares. The terms of our ordinary shares following such conversion will reflect the description thereof in the section "Description of Share Capital." After the completion of this offering and the Repurchase, affiliates of Sun Capital will hold % of our ordinary shares and members of management will hold % of our ordinary shares.

We are currently reviewing the MPP and, in connection with our conversion into a Luxembourg public limited liability company (société anonyme) and this offering, we expect to amend or replace the MPP.

We have entered into written employment or service agreements with each of the members of our current executive management, which agreements provide, among other things, for benefits upon a termination of employment. We anticipate that we may amend these employment and service agreements or enter into new employment and service agreements with our executive officers and directors in connection with the completion of this offering. The terms of such new agreements, including any benefits to be provided upon a termination of employment, will be determined prior to the completion of this offering, and the agreements will become effective upon the completion of this offering.

We have not entered into written employment or service agreements with our outside directors. However, we may in the future enter into employment or services agreements with such individuals, the terms of which may provide for, among other things, cash or equity-based compensation and benefits.

The following tables set forth information as of , 2014 regarding the beneficial ownership of our ordinary shares (1) immediately prior to and (2) upon consummation of this offering and the Repurchase and these tables reflect our conversion into a Luxembourg public limited liability company (société anonyme). Prior to the completion of this offering, we will convert into a public limited liability company (société anonyme) and change our name from Twist Beauty S.à r.l. & Partners S.C.A. to Albéa S.A. In connection with this conversion, all of the ordinary shares of Twist Beauty S.à r.l. & Partners S.C.A. will be converted into ordinary shares of Albéa S.A. Upon this conversion, affiliates of Sun Capital and certain members of our management will receive ordinary shares of Albéa S.A., in exchange for their ordinary shares in Twist Beauty S.à r.l. & Partners S.C.A., based on the value of such ordinary shares then held by them.

Beneficial ownership for the purposes of the following tables is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. Percentage of beneficial ownership of our ordinary shares is based on (i) ordinary shares outstanding as of , 2014, (ii) ordinary shares to be outstanding after the completion of this offering and the Repurchase, assuming no exercise of the option to purchase additional ordinary shares, and (iii) ordinary shares to be outstanding after the completion of this offering and the Repurchase, assuming the option to purchase additional ordinary shares is exercised in full. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each shareholder identified in the table possesses sole voting and investment power over all ordinary shares shown as beneficially owned by the shareholder. Unless otherwise indicated in the table or footnotes below, the address for each beneficial owner is 1 Avenue du Général de Gaulle, 92230 Gennevilliers, France, Attn.: Investor Relations.

The following table sets forth information as of , 2014 regarding the beneficial ownership of our ordinary shares by:

For further information regarding material transactions between us and certain of our shareholders, see "Certain Relationships and Related Party Transactions."

Beneficial ownership percentages in this table have been calculated on the basis of the total number of our outstanding ordinary shares.

	Ordinary shares beneficially owned before this offering and the Repurchase			Ordinary shares beneficially owned after this offering and the Repurchase if the underwriters' option is not exercised			Ordinary shares beneficially owned after this offering and the Repurchase if the underwriters' option is exercised in full

Indirect owners	Number of ordinary shares	Beneficial ownership percentage		Number of ordinary shares	Beneficial ownership percentage		Number of ordinary shares	Beneficial ownership percentage
Principal and Selling Shareholders:
Sun Capital Partners V, L.P.⁽¹⁾			%			%			%
Executive Officers and Directors:⁽²⁾
François Luscan
Xavier Leclerc de Hauteclocque
François Tassart
Axel Moreau
Charles-Antoine Roucayrol
Adrian Haughton
Thierry Rabu
Jose Filipe
Guillaume de Demandolx
Richard Poyol
Benjamin Buerstedde⁽³⁾
Markus Nagel⁽⁴⁾
Timothy Stubbs⁽⁵⁾
Isabelle Arker⁽⁶⁾
Noëlla Antoine⁽⁷⁾
Anita Lyse⁽⁸⁾
Laura Spitoni⁽⁹⁾
All executive officers and directors as a group (17 persons)			%
All U.S. record holders as a group (9 persons)			%

*: Indicates less than one percent.
(1): Represents ordinary shares held by Neuheim Lux Group Holding V S.à r.l. ("Neuheim") and ordinary shares held by Twist Beauty S.à r.l. ("Twist Beauty S.à r.l.," and together with Neuheim, the "Sun Capital Affiliates"), the selling shareholders in this offering. Twist Beauty Packaging Cayman Holdings, L.P. ("Twist Beauty L.P.") is the sole shareholder of Twist Beauty S.à r.l. Sun Capital Partners V, L.P. is the sole shareholder of Sun Beauty Packaging, LLC, which is the sole shareholder of Beauty Packaging Holdings, LLC., which is the limited partner of Twist Beauty L.P. Sun Capital Partners V, L.P. also indirectly holds 100% of the shares of Neuheim. Sun Capital Partners V. L.P. therefore indirectly owns the Sun Capital Affiliates. Indirectly through their respective revocable trusts, Messrs. Marc J. Leder and Rodger Krouse each control 50% of the shares in Sun Capital Partners V, Ltd., which in turn is the general partner of Sun Capital Advisors V, L.P., which in turn is the general partner of Sun Capital Partners V, L.P. As a result, Messrs. Leder and Krouse (and/or their respective revocable trusts), Sun Capital Partners V, Ltd., Sun Capital Advisors V, L.P. and Sun Capital Partners V, L.P. may be deemed to have indirect beneficial ownership of the securities owned directly by the Issuer (prior to the consummation of this offering). Each of Messrs. Leder and Krouse (and their respective revocable trusts), Sun Capital Partners V, Ltd., Sun Capital Advisors V, L.P. and Sun Capital Partners V, L.P. expressly disclaims beneficial ownership of any securities in which they do not have a pecuniary interest. The business address for each of the individuals and entities listed in this footnote is c/o Sun Capital Partners, Inc., 5200 Town Center Circle, Suite 600, Boca Raton, FL 33486.
(2): In addition, prior to the completion of this offering, we also intend to appoint three independent directors.
(3): Does not include ordinary shares held by the Sun Capital Affiliates. Mr. Buerstedde is a Principal of Sun European Partners LLP, the European adviser to Sun Capital, and as a result may be deemed to share beneficial ownership of the ordinary shares held by affiliates of Sun Capital. The address for Mr. Buerstedde is c/o Sun European Partners, LLP, 2 Park Street, 1st Floor, London W1K 2HX, United Kingdom.
(4): Does not include ordinary shares held by the Sun Capital Affiliates. Mr. Nagel is a Group CFO of Sun European Partners, LLP, the European adviser to Sun Capital, and as a result may be deemed to share beneficial ownership of the ordinary shares held by affiliates of Sun Capital. The address for Mr. Nagel is c/o Sun European Partners, LLP, 2 Park Street, 1st Floor, London W1K 2HX, United Kingdom.

(5): Does not include ordinary shares held by the Sun Capital Affiliates. Mr. Stubbs is a Managing Director of Sun European Partners LLP, the European adviser to Sun Capital, and as a result may be deemed to share beneficial ownership of the ordinary shares held by affiliates of Sun Capital. The address for Mr. Stubbs is c/o Sun European Partners, LLP, 2 Park Street, 1st Floor, London W1K 2HX, United Kingdom
(6): Does not include ordinary shares held by the Sun Capital Affiliates. Ms. Arker is a the General Manager of Neuheim Lux Group Holding V S.à r.l., an affiliate of Sun Capital, and as a result may be deemed to share beneficial ownership of the ordinary shares held by affiliates of Sun Capital. The address for Ms. Arker is Neuheim Lux Group Holding V S.à r.l., Aerogolf Center, 1B, rue Heienhaff, L-1736 Senningerberg, Luxembourg.
(7): Does not include ordinary shares held by the Sun Capital Affiliates. Ms. Antoine is the Chief Executive Officer of Alter Domus Luxembourg S.à r.l., a corporate and fund services provider, and as a result may be deemed to share beneficial ownership of the ordinary shares held by affiliates of Sun Capital. The address for Ms. Antoine is 5, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg.
(8): Does not include ordinary shares held by the Sun Capital Affiliates. Ms. Lyse is a Director of Alter Domus Luxembourg S.à r.l., a corporate and fund services provider, and as a result may be deemed to share beneficial ownership of the ordinary shares held by affiliates of Sun Capital. The address for Ms. Lyse is 5, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg.
(9): Does not include ordinary shares held by the Sun Capital Affiliates. Ms. Spitoni is a Legal Counsel of Neuheim Lux Group Holding S.à r.l., an affiliate of Sun Capital, and as a result may be deemed to share beneficial ownership of the ordinary shares held by affiliates of Sun Capital. The address of Ms. Spitoni is 5, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg.

In addition to the management arrangements described in "Management," we are party to the following transactions with related parties.

On June 30, 2010, we issued 19,090,147 yield-free convertible preferred equity certificates ("CPECs") with an initial par value of €1 and an aggregate par value of €19.1 million. These CPECs were held by an affiliate of Sun Capital. We must redeem the CPECs for cash equal to the par value of the CPECs on the 49th anniversary of the date of issuance.

On June 23, 2011, Twist Beauty Packaging issued CPECs with an initial par value of €1 and an aggregate par value of €9.3 million. These CPECs were held by an affiliate of Sun Capital. The repayment of these CPECs was payable on the 49th anniversary of the issue date of these CPECs.

On October 29, 2012, the CPECs issued by us and by Twist Beauty Packaging were cancelled and replaced by the issuance, on November 26, 2012, of 28,497,971 new CPECs at a par value of €1 each. These CPECs are held by an affiliate of Sun Capital, are not interest bearing and carry no voting rights.

At any time, upon the approval of a majority of shareholders representing at least two thirds of our share capital, the holder of the CPECs is entitled to convert any or all of its CPECs into ordinary shares at a value equal to the conversion price (one share for one CPEC). At any time, we are entitled to repurchase any or all of the CPECs at the redemption price. The redemption price shall be (i) upon maturity date or liquidation, the par value or, (ii) upon optional redemption, the greater of the par value for such outstanding CPECs and the fair value of one share.

On December 31, 2012, 1,356,566 CPECs were redeemed for an amount of $27,299,000. As of June 30, 2014, we had an aggregate of €27.1 million of CPECs outstanding.

On June 30, 2010, we issued 3,914,901 preferred equity certificates ("PECs") with an aggregate par value of €3.8 million. These PECs are held by an affiliate of Sun Capital. We must redeem the PECs for cash equal to the par value of the PECs on the 49th anniversary of the date of issuance plus the accrued and unpaid interest, if any, on each outstanding PEC. As of December 31, 2010, we had the following PECs outstanding:

The PECs are interest bearing, with a coupon rate of 5.5% per year and carry no voting rights. There is no option to convert the PECs into equity. Unless redeemed earlier, the PECs must be redeemed at par plus any accrued and unpaid interest on the 49th anniversary of the date of issuance.

On October 30, 2012, 270,000 Series 1 PECs have been redeemed at par. On March 14, 2014, (i) all Series 2 PECs, having a par value of $1 each and (ii) all Series 3 PECs, having a par value of 1 Canadian dollar each, have been redeemed. As of June 30, 2014, we had an aggregate of €3.5 million of PECs outstanding.

On October 30, 2012 and October 31, 2012, we entered into (in aggregate) three consulting agreements (each, a "Consulting Agreement" and together, the "Consulting Agreements") with Sun Capital Partners Management V, LLC (the "Sun Manager"), an affiliate of Sun Capital. The three Consulting Agreements were entered into by Betts (effective as of January 1, 2011), North American Albéa entities and certain other Albéa entities (each effective as of July 2, 2010). Each Consulting Agreement will expire on the tenth anniversary of its effective date, with automatic one-year extensions thereafter. The Sun Manager has the right to terminate the Consulting Agreements at any time. Pursuant to the Consulting Agreements, the Sun Manager provides us with consulting and advisory services, including services relating to financial reporting, accounting and management information systems.

In consideration for its services under the Consulting Agreement with Betts, the North American Albéa entities and certain other Albéa entities, the Sun Manager receives an aggregate annualized consulting fee, payable quarterly in advance, equal to 4% of the EBITDA of Betts, 6% of the EBITDA of the North American Albéa entities', and 2% of the EBITDA of certain other Albéa entities. The aggregate minimum fee payable is $4.0 million and the aggregate annual fee cap is $5.0 million. Additionally, we reimburse the Sun Manager for reasonable out of pocket expenses incurred in connection with its performance of the services under the Consulting Agreements. Upon the occurrence of certain corporate events such as refinancings, restructurings, equity or debt offerings, acquisitions, mergers, consolidations, business combinations and sales and divestitures, we are required to pay the Sun Manager a transaction advisory fee in an amount equal to 1.0% of the aggregate value of any such transaction. In the years ended December 31, 2013, 2012 and 2011, we paid $4.1 million, $10.5 million, including a $6.5 million transaction advisory fee for the Rexam Cosmetics Acquisition, and $4.7 million, respectively, in fees to the Sun Manager pursuant to the Consulting Agreements.

We expect the Consulting Agreements to terminate in connection with this offering. In connection with such termination, we will pay to Sun Capital Partners Management V, LLC, an affiliate of Sun Capital, a termination fee of $7.5 million.

Certain of our subsidiaries entered into an equity purchase agreement with Rexam plc and several other Rexam group entities on September 20, 2012 (the "Equity Purchase Agreement"), which provided for the purchase of substantially all of the business operated by the Rexam worldwide cosmetics business, including its home and personal care products business (the "HPC Business"). This acquisition closed on December 31, 2012. The Equity Purchase Agreement allocated various portions of the purchase price to the several entities purchased in the acquisition and allocated $45.0 million of the total purchase price to the HPC Business. These purchase price allocations were derived primarily by the sellers of the Rexam worldwide cosmetics business. Since the HPC Business is not active in the beauty and personal care industry, the HPC Business has been operated as an affiliate of Sun Capital (and not as one of our subsidiaries) since December 31, 2012.

For purposes of effecting the purchase of the HPC Business outside of our corporate structure, an entity that is an affiliate of Sun Capital that is not a subsidiary of the Issuer, Rose HPC Holding, LLC (the "HPC Affiliate Parent") was formed by a related entity of the Issuer and capitalized with (i) a $27.3 million cash contribution, which was further contributed to its wholly-owned subsidiary, Rose HPC Bidco, LLC ("the HPC Affiliate") and (ii) an $18.4 million cash loan that was evidenced by a promissory grid note, dated as of December 31, 2012, made by the HPC Affiliate in favor of the Issuer, as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof (the "Promissory Grid Note"), solely for the purpose of paying the remaining portion of the purchase price for the Rexam worldwide cosmetics business at the closing of the acquisition. Immediately prior

to the consummation of the Rexam Cosmetics Acquisition, the Issuer caused the HPC Affiliate and other related entities to be distributed up its equity chain. These entities were then contributed to a newly formed structure, independent of the Albéa businesses, and cancelled a portion of the CPECs of the Issuer's direct subsidiary in connection with that transfer.

The HPC Affiliate paid the $45.0 million in cash held by it to the selling parties as a payment of a portion of the purchase price for the acquisition of the Rexam worldwide cosmetics business and acquired the HPC Business as consideration from the sellers thereof.

On January 8, 2013, the HPC Affiliate transferred its Polish business to one of our subsidiaries. The purchase price for such assets took the form of a reduction of the Promissory Grid Note by $3.0 million in connection with such transfer. We enter into transactions in the ordinary course of business with the HPC Affiliate in order to purchase from and sell products to the HPC Affiliate.

On May 30, 2014, KubeTech Custom Molding, Inc., a subsidiary of the HPC Affiliate ("Kubetech") entered into an equipment sale agreement (the "Equipment Sale Agreement") with an affiliate of the Issuer (the "Albéa Equipment Purchaser"), pursuant to which the Albéa Equipment Purchaser purchased certain equipment from KubeTech in the ordinary course of business for a purchase price in the aggregate amount of $666,400 (the "Equipment Sale Purchase Price"). In addition, as of May 30, 2014, an affiliate of the Issuer owed KubeTech an aggregate amount of $609,071 (the "Albéa Payable") related to (i) certain engineering billings related to our plant located in Poland (the "Lodz Plant"), (ii) services provided by KubeTech to the Lodz Plant under the transition services agreement dated January 1, 2013, (iii) certain sales commissions earned by KubeTech regarding sales at the Lodz Plant and (iv) certain invoices generated in connection with the razor tray program for the Lodz Plant. On May 30, 2014, the purchase price under the Equipment Sale Agreement and the Albéa Payable were paid by way of further reducing the principal amount outstanding under the Promissory Grid Note.

On May 30, 2014, Coveris Holding Corp., an affiliate of the Issuer and an affiliated portfolio company of Sun Capital, purchased for $1 all of the issued and outstanding units of the HPC Affiliate Parent and an indirect parent company of KubeTech (the "Coveris/KubeTech Transaction").

In connection with the Coveris/KubeTech Transaction, the Equipment Sale Agreement, the payment of the Albéa Payable and the further reduction of the Promissory Grid Note, the Issuer was offered the option of receiving simultaneously with the consummation of those transactions a lump sum of $4.6 million in cash as total payment for all amounts that remained due and payable under the Promissory Grid Note. The board of managers of the Issuer and its direct subsidiary determined, based on a valuation opinion of KubeTech by Ernst & Young dated May 12, 2014, that it was uncertain that the HPC Affiliate would have the financial ability to repay the Promissory Grid Note upon its maturity date and, noting the time cost of money, determined that it was in the best interest of the Issuer and its direct subsidiary to accelerate the original maturity date of the Promissory Grid Note and accept as full payment of the Promissory Grid Note (including any accrued but unpaid interest thereon) such $4.6 million payable immediately in cash. In connection thereto, the Issuer entered into a forgiveness agreement pursuant to which (i) the original maturity date of the Promissory Grid Note was amended from December 31, 2017 to May 30, 2014, and (ii) $9,917,774.50 of outstanding principal and $1,011,946.23 of accrued but unpaid interest under the Promissory Grid Note was cancelled. On May 30, 2014, the Issuer accepted such offer and delivered to the HPC Affiliate a payoff letter which released the HPC Affiliate and all guarantors thereto of their respective obligations under the Promissory Grid Note and the Promissory Grid Note was cancelled.

On December 31, 2012, we and the HPC Affiliate entered into a contribution agreement ("Contribution Agreement") pursuant to which we and the HPC Affiliate agreed to share the burden of any post-closing purchase price adjustment payment to the sellers or any other payment in respect of

indemnification obligations under the Equity Purchase Agreement in the proportions set forth in the Contribution Agreement. As a result, in the event that we make a post-closing payment in respect of indemnification obligations under the Equity Purchase Agreement, the HPC Affiliate will be required to make a payment to us equal to its pro rata portion of such indemnification payment. Conversely, in the event that the HPC Affiliate makes a post-closing payment in respect of indemnification obligations under the Equity Purchase Agreement, we will be required to make a payment to the HPC Affiliate equal to our pro rata portion of such indemnification payment.

We and other affiliated packaging portfolio companies of Sun Capital entered into an agreement with Global Packaging Procurement, Inc. ("GPPI"), a global purchasing consortium established by an affiliate of Sun Capital. We terminated the agreement on December 31, 2013. The purpose of GPPI was to leverage the combined scale of its participants and thus negotiate more favorable pricing and other commercial terms from suppliers than each participant could individually secure. We worked with GPPI to negotiate the terms that would be applicable to supply agreements entered into between suppliers and GPPI members, including us. GPPI, together with procurement and technical experts from the GPPI participants, typically negotiated the pricing terms, including rebates, that were available to GPPI participants when they chose to contract with subject suppliers. Following agreement with the supplier, our procurement expert reported to our management team the agreed terms and our management team decided whether to enter an order from the supplier on the agreed terms. We had no obligation to purchase raw materials through GPPI or from any GPPI preferred supplier. Rebates and other pricing terms in our supplier contracts made available through GPPI were subject to our order volume or other conditions specified in our agreement and were not affected by orders or other activities of the other GPPI participants. We paid no fee to GPPI in 2011 and a fee of $0.2 million and $0.2 million in 2012 and 2013, respectively.

We and certain investors, including affiliates of Sun Capital and certain members of our management team, entered into the Securityholders' Deed. The Securityholders' Deed provides for each investor therein to subscribe for certain of our securities or securities of our affiliates, and sets forth rights and restrictions related to these securities. Among other things, the Securityholders' Deed restricts the transfer of the securities by investors, other than Twist Beauty S.à r.l., as general partner, without our prior written consent. The Securityholders' Deed further provides the investors with tag-along rights in the event Twist Beauty S.à r.l., as general partner, transfers any of its securities. The Securityholders' Deed also provides Twist Beauty S.à r.l., as general partner, with a drag-along right that can be imposed upon the investors in the event that Twist Beauty S.à r.l. proposes to transfer its securities.

In addition, the Securityholders' Deed requires the investors to vote for and consent to a public offering and sale of the securities approved by us.

Prior to the consummation of this offering, we intend to enter into a registration agreement with, among others, affiliates of Sun Capital and certain other investors. Pursuant to the terms of that agreement, holders of at least a majority of "Sun Registrable Securities" (which include (i) ordinary shares originally issued to affiliates of Sun Capital, (ii) all ordinary shares or other securities of us issuable upon the conversion, exercise or exchange of our ordinary shares in connection with certain reorganization transactions and (iii) any other ordinary shares or other securities of us held by persons holding the securities described in (i) and (ii)) will be entitled to request that we register our ordinary shares on a registration statement on one or more occasions in the future. Affiliates of Sun Capital and the other investors' party to the registration agreement will be eligible to participate in certain registered offerings by us, subject to the restrictions in the registration rights agreement. In addition, the parties thereto will be entitled to piggyback registration rights with respect to the registration of ordinary shares. In the event that we propose to register any ordinary shares under the Securities Act either for our own account or for the account of any of our shareholders, the parties thereto having piggyback registration rights will be entitled to receive notice of such registration and to include additional ordinary shares in any such registration, subject to customary cutbacks and other limitations. We will be obligated, within 30 days of receiving a request for registration, to file with the SEC a registration statement with respect to such registrable securities. In addition, we will be obligated to use our best efforts to make short-form registrations on Form F-3, S-3 or any similar form available for the sale of registrable securities after the consummation of this offering. We will pay the expenses of the investors party to the registration agreement in connection with their exercise of the rights described in this paragraph, other than underwriting commissions or selling commissions attributable to the registrable securities sold by the holders thereof, as well as reimburse the holders of registrable securities included in any registration for the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the registrable securities included in such registration. Our obligation to bear all registration expenses will be absolute and will not depend on whether any contemplated offering is completed or whether any registration statement is declared effective.

In June 2011, our Management Participation Program, (the "MPP"), was created to align interests among our key managers, our principal shareholders and the Albéa group by allowing managers to participate in our economic success. We are currently reviewing the MPP and, in connection with our conversion into a Luxembourg public limited liability company (société anonyme) and this offering, we expect to amend or replace the MPP. See "Management—Management Participation Program."

We intend to enter into indemnification agreements with each of our current directors and executive officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under Luxembourg law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also intend to enter into indemnification agreements with our future directors and executive officers.

Upon the closing of this offering, we intend to adopt policies and procedures whereby our audit and compliance committee will be responsible for reviewing and approving related party transactions. In addition, our Code of Ethics will require that all of our employees and directors inform us of any material transaction or relationship that comes to their attention that could reasonably be expected to create a conflict of interest.

The following is a summary of some of the terms of our ordinary shares, based on our articles of association as they will become effective upon their amendment prior to the completion of this offering and the Luxembourg Corporate Law, and upon our conversion into a Luxembourg public limited liability company (société anonyme). In this section and the section entitled "Comparison of Shareholder Rights" we refer to our articles of association as amended and in effect upon the completion of this offering, which reflect, among other things, our conversion into a Luxembourg public limited liability company (société anonyme), as our "articles of association."

The following summary is subject to, and is qualified in its entirety by reference to, the provisions of our articles of association, the form of which has been filed as an exhibit to the registration statement of which this prospectus is a part. You may obtain copies of our articles of association as described under "Where You Can Find More Information" in this prospectus.

We currently are a Luxembourg partnership limited by shares (société en commandite par actions). Our legal name is "Twist Beauty S.à r.l. & Partners S.C.A." We were incorporated on June 22, 2011 as a Luxembourg partnership limited by shares (société en commandite par actions). Prior to completion of this offering, we will convert into a Luxembourg public limited liability company (société anonyme) to be named Albéa S.A.

We are registered with the Luxembourg Registry of Trade and Companies under number B 161.913 and have our registered office at 5, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg.

Our corporate purpose, as stated in Article 2 of our articles of association ("Purpose"), may be summarized as follows: Our object is the holding of participations, in any form whatsoever, in Luxembourg and foreign companies and in any other form of investment, the acquisition by purchase, subscription, or in any other manner, as well as the transfer by sale, exchange or otherwise of securities of any kind and the administration, management, control and development of our portfolio.

We may further guarantee, grant security, grant loans or otherwise assist the companies in which we hold a direct or indirect participation or right of any kind or which form part of the same group of companies.

We may raise funds especially through borrowing in any form, including by way of public offering, or by issuing any kind of notes, securities or debt instruments, bonds and debentures and generally issue securities of any type.

Finally, we may carry out any commercial, industrial, financial, real estate or intellectual property activities which we consider useful for the accomplishment of these purposes.

Prior to completion of this offering and prior to our conversion into a Luxembourg public limited liability company (société anonyme), as of August 21, 2014, our issued share capital amounted to €218,653, represented by 202,217 class A shares; 1 management share; 12,320 class B0 shares; 1,750 class B1 shares; 1,740 class B2 shares; and 625 class B3 shares, all with a minimal value of one euro. All issued shares were fully paid.

Upon completion of this offering, our issued share capital will be represented by ordinary shares with a nominal value of $ each. All issued shares will be fully paid and subscribed for.

Prior to the completion of this offering and the Repurchase and upon conversion into a Luxembourg public limited liability company (société anonyme), we will have an authorized share capital of $ and will be authorized to issue up to ordinary shares (subject to stock splits, consolidation of ordinary shares or like transactions) with a nominal value of each for the purpose of this offering. Immediately after completion of this offering and the Repurchase, the authorized share capital will be $ .

Our articles of association will authorize our board of directors to issue ordinary shares (including as the case may be, under any management equity incentive plan) within the limits of the authorized share capital at such times and on such terms as our board or its delegates may decide for a period commencing on the date of our articles of association and ending five years after the date on which the minutes of the shareholders' meeting approving such authorization are published in the Luxembourg official gazette (Mémorial, Recueil des Sociétés et Associations) (unless such period is extended, amended or renewed). Accordingly, our board will be authorized to issue ordinary shares up to the authorized share capital until such date. We currently intend to seek renewals and/or extensions as required from time to time.

Our authorized share capital will be determined by our articles of association, as amended from time to time, and may be increased, reduced or extended by amending the articles of association by approval of the requisite two-thirds majority of the votes at a quorate extraordinary general shareholders' meeting (see "—General Meeting of Shareholders" and "—Amendment to the Articles of Association").

Under Luxembourg law, our shareholders benefit from a pre-emptive subscription right on the issuance of shares for cash consideration. However, our shareholders will have, in accordance with Luxembourg law, authorized the board of directors to suppress, waive or limit any pre-emptive subscription rights of shareholders provided by law to the extent the board deems such suppression, waiver or limitation advisable for any issuance or issuances of shares within the scope of our authorized share capital. Such shares may be issued above, at or below market value but in any event not below the nominal value per ordinary share as well as by way of incorporation of available reserves (including premium).

The board of directors will have the authority to issue new shares (including, as the case may be, under any management equity incentive plan) within the limit of the Issuer's authorized share capital for a period ending five years after the date on which the minutes of the shareholders' meeting approving such authorization are published in the Luxembourg official gazette (Mémorial C, Recueil des Sociétés et Associations), unless such period is extended, amended or renewed. During such period the board of directors of the Issuer will be authorized to waive or limit the shareholders' preferential subscription rights in respect of such issuance(s) of new shares. The board of directors will resolve on such shares issuance beforehand in accordance with the quorum and voting thresholds set forth in our articles of association. The board of directors will also resolve on the applicable procedures and timelines to which it will, or has to, subject such issuance. If the proposal of the board of directors to issue new shares exceeds the limits of our authorized share capital, the board of directors must then convene the shareholders to an extraordinary general meeting to be held in the presence of a Luxembourg notary for the purpose of increasing the issued share capital accordingly. Such meeting will be subject to the two-third majority of the votes at a quorate extraordinary general shareholders' meeting. If the capital call proposed by the board of directors consists in an increase in the shareholders' commitments, the board of directors must then convene the shareholders to an extraordinary general meeting to be held in the presence of a Luxembourg notary for such purpose.


Shares outstanding as of August 21, 2014			218,653⁽¹⁾
Management Share			1
Class A Shares			202,217
Class B0 Shares			12,320
Class B1 Shares			1,750
Class B2 Shares			1,740
Class B3 Shares			625
Number of ordinary shares issued on conversion to an SA prior to our initial public offering (all existing classes of shares were converted to a single class of ordinary shares)
Number of ordinary shares issued in connection with our initial public offering
Number of ordinary shares held by management after conversion to an SA
Number of ordinary shares held by investors after conversion to an SA
Number of Class A Shares issued to employees / management participants			0
Number of Class B0 Shares issued to employees / management participants			12,320
Number of Class B1 Shares issued to employees / management participants			1,750
Number of Class B2 Shares issued to employees / management participants			1,740
Number of Class B3 Shares issued to employees / management participants			625


Shares outstanding as of August 21, 2014			218,653⁽¹⁾

From June 22, 2011 through August 21, 2014, the following events have changed the number and classes of our issued and outstanding shares:

On July 10, 2014 we issued 625 class B3 shares with a nominal value of €1.00 per share.

On January 9, 2014 we issued 570 class B2 shares with nominal value of €1.00 per share to certain participants of our management incentive plan. On December 31, 2013 we issued 1,170 class B2 shares with nominal value of €1.00 per share to certain participants of our management incentive plan.

On June 29, 2012 we issued 1,750 class B1 shares with nominal value of €1.00 per share to certain participants of our management incentive plan.

On July 19, 2011 we issued 470 class B0 shares with nominal value of €1.00 per share to certain participants of our management incentive plan.

On July 1, 2011 we issued 11,850 class B0 shares with nominal value of €1.00 per share to certain participants of our management incentive plan.

On June 29, 2011 we issued 171,217 class A shares with nominal value of €1.00 per share to Neuheim Lux Group Holding V.

On June 22, 2011 we issued 1 management share with nominal value of €1.00 per share to Twist Beauty S.à r.l. and 31,000 class A shares to Neuheim Lux Group Holding V.

During the stated period 1,980 shares were transferred from certain managers to Twist Beauty Packaging Cayman Holdings L.P. under the terms of our management incentive plan.

Our ordinary shares are issued in registered form only and are freely transferable under Luxembourg law and our articles of association. Our board of directors may however impose transfer restrictions for shares that are registered, listed, quoted, dealt in, or that have been placed in certain jurisdictions in compliance with the requirements applicable therein. Luxembourg law does not impose any limitations on the rights of Luxembourg or non-Luxembourg residents to hold or vote our ordinary shares. Apart from the CPECs described in this prospectus, we do not have the option to make a capital call or to exercise any options or warrants on holders of our ordinary shares.

Under Luxembourg law, the ownership of registered shares is prima facie established by the inscription of the name of the shareholder and the number of shares held by him or her in the shareholders register (registre des actionnaires), held by the Issuer, at its registered office in Luxembourg. At all times, the Issuer shall keep a copy of the shareholders register at its registered office in Luxembourg. Each transfer of shares shall be promptly notified to the Issuer, as well as any changes to the shareholders register and the Issuer will record such change in the shareholders register held at its registered office. For the purposes of Luxembourg law, ownership of the shares of the Issuer will be evidenced through registration from time to time in the shareholders register, and such registration is a means of evidencing title to the shares. For the avoidance of doubt, in case of discrepancy between the shareholders register held by the Issuer at its registered office in Luxembourg, and any other separate register for shares held by entities in Luxembourg or in other jurisdictions, the shareholders register (registre des actionnaires) held by the Issuer at its registered office in Luxembourg shall prevail.

Without prejudice to the conditions for transfer by book entry where shares are recorded in the shareholder register on behalf of one or more persons in the name of a depository, each transfer of shares shall be effected by written declaration of transfer to be recorded in the shareholder register, such declaration to be dated and signed by the transferor and the transferee or by their duly appointed agents. We may accept and enter into the shareholder register any transfer of shares effected pursuant to an agreement or agreements between the transferor and the transferee, true and complete copies of which have been delivered to us.

We may appoint registrars in different jurisdictions, each of whom may maintain a separate register for the shares entered in such register and the holders of shares shall be entered into one of the registers. Such registrars will promptly notify us for the purposes of registration in the shareholders register (registre des actionnaires) held by the Issuer at its registered office. Shareholders may elect to be entered into one of these registers and to transfer their shares to another register so maintained. Entries in these registers will be reflected in the shareholders' register maintained at our registered office. At present, we have no separate shareholders' registers other than the shareholders' register maintained at our registered office in Luxembourg.

In addition, our articles of association will also provide that our ordinary shares may be held through a securities settlement system or a professional depository of securities. Ordinary shares held in such manner will have the same rights and obligations as ordinary shares recorded in our shareholders' register. Furthermore, ordinary shares held through a securities settlement system or a professional depository of securities may be transferred in accordance with customary procedures for the transfer of securities in book-entry form.

Pursuant to the Luxembourg Corporate Law, the issuance of ordinary shares requires the amendment of our articles of association by approval of the requisite two-thirds majority of the votes at a quorate extraordinary general shareholders' meeting (see "—General Meeting of Shareholders" and "—Amendment to the Articles of Association"). The general meeting may approve an authorized share

capital and authorize the board of directors to issue ordinary shares up to the maximum amount of such authorized share capital for a maximum period of five years as from the date of publication in the Luxembourg official gazette (Mémorial C, Recueil des Sociétés et Associations) of the minutes of the relevant general meeting. The general meeting may amend, renew or extend such authorized share capital and such authorization to the board of directors to issue ordinary shares.

Prior to the completion of this offering and upon conversion into a Luxembourg public limited liability company (société anonyme), we will have an authorized share capital of $ and the board of directors will be authorized to issue up to ordinary shares (subject to stock splits, consolidation of ordinary shares or like transactions) with a nominal value of per ordinary share. Immediately after completion of this offering, the authorized share capital will be $ . See "—Share Capital."

Our articles of association will provide that no fractional ordinary shares shall be issued.

Our ordinary shares have no conversion rights and there are no redemption or sinking fund provisions applicable to our ordinary shares.

Unless limited, waived or cancelled by our board of directors (see "—Share Capital"), holders of our ordinary shares have a pro rata pre-emptive right to subscribe for any new shares issued for cash consideration. Upon conversion into a Luxembourg public limited liability company (société anonyme), our articles of association will provide that pre-emptive rights can be limited, waived or cancelled by our board of directors for a period ending on the fifth (5th) anniversary of the date on which the minutes of the shareholders meeting approving such authorization, are published in the Luxembourg official gazette (Mémorial C, Recueil des Sociétés et Associations), unless such period is extended, amended or renewed, in the event of an increase of the share capital by the board of directors within the limits of the authorized share capital.

We may, however, repurchase issued ordinary shares or have another person repurchase issued ordinary shares for our account, subject to the following conditions:

In addition, pursuant to Luxembourg law, the Issuer, may directly or indirectly repurchase ordinary shares by decision of our board of directors without the prior approval of the general meeting of shareholders if such repurchase is deemed by the board of directors to be necessary to prevent serious and imminent harm to us or if the acquisition of ordinary shares has been made in view of the distribution thereof to employees.

Our articles of association will provide that our issued share capital may be reduced, subject to the approval or prior authorization of the requisite two-thirds majority of the votes at a quorate extraordinary general shareholders' meeting (see "—General Meeting of Shareholders" and "—Amendment to the Articles of Association").

Any regularly constituted general meeting of shareholders of the Issuer represents the entire body of shareholders of the Issuer.

Each of our ordinary shares will entitle the holder thereof to attend our general meeting of shareholders, either in person or by proxy, to address the general meeting of shareholders and to exercise voting rights, subject to the provisions of our articles of association. Each ordinary share will entitle the holder to one vote at a general meeting of shareholders. Our articles of association will provide that our board of directors shall adopt all other regulations and rules concerning the attendance to the general meeting, availability of access cards and proxy forms in order to enable shareholders to exercise their right to vote as it deems fit.

A shareholder may participate at any general meeting of shareholders by appointing another person (who need not be a shareholder) as his proxy, the appointment of which shall be in writing. A shareholder may also record its vote by attendance in person at the general meeting or by completing a correspondence voting form if issued. Our articles of association will provide that our board of directors may determine a date by which we or our agents must have received duly completed proxy forms or correspondence voting forms (as the case may be) in order for such form to be taken into account at the general meeting.

When convening a general meeting of shareholders, we will publish two notices (which must be published at least eight days apart and, in the case of the second notice, at least eight days before the meeting) in the Luxembourg official gazette (Mémorial C, Recueil des Sociétés et Associations), and in a Luxembourg newspaper. Our articles of association will provide that if our ordinary shares are listed on a regulated market, the general meeting will also be convened in accordance with the publicity requirements of such regulated market applicable to us.

Our articles of association will provide that, in the case of ordinary shares held through the operator of a securities settlement system or depository, a holder of such ordinary shares wishing to attend a general meeting of shareholders should receive from such operator or depository a certificate certifying the number of ordinary shares recorded in the relevant account on the blocking date and certifying that the ordinary shares in the account shall be blocked until the close of the general meeting. Such certificates as well as any proxy forms should be submitted to us no later than the day preceding the fifth working day before the date of the general meeting unless our board of directors fixes a different period.

The annual general meeting of shareholders of the Issuer is expected to be held each year on the date and at the time set out in our articles of association, at the registered office of the Issuer or in any other place within the municipality of the registered office of the Issuer as notified to the shareholders. If that day is a legal or banking holiday in Luxembourg, the meeting will be held on the next following business day. The annual general meeting may be held outside of Luxembourg if in the judgment of the board of directors of the Issuer, exceptional circumstances so required.

Luxembourg law provides that the board of directors is obliged to convene a general meeting of shareholders if shareholders representing, in the aggregate, 10% of the issued share capital so request in writing with an indication of the meeting agenda. In such case, the general meeting of shareholders must be held within one month of the request. If the requested general meeting of shareholders is not

held within one month, shareholders representing, in the aggregate, 10% of the issued share capital may petition the competent president of the district court in Luxembourg to have a court appointee convene the meeting. Luxembourg law provides that shareholders representing, in the aggregate, 10% of the issued share capital may request that additional items be added to the agenda of a general meeting of shareholders. That request must be made by registered mail sent to the registered office of the Issuer prior to the general meeting of shareholders.

Each ordinary share entitles the holder thereof to one vote at a general meeting of shareholders. Luxembourg law distinguishes ordinary resolutions and extraordinary resolutions.

Extraordinary resolutions relate to proposed amendments to the articles of association and certain other limited matters. All other resolutions are ordinary resolutions.

Pursuant to our articles of association, for any ordinary resolution to be adopted at a general meeting, at which Luxembourg Corporate Law does not prescribe a quorum, a simple majority of votes validly cast on such resolution is sufficient. Abstentions are not considered "votes."

Extraordinary resolutions are required for any of the following matters, among others: (a) an increase or decrease of the authorized or issued capital; (b) a limitation or exclusion of preemptive rights; (c) approval of a statutory merger or de-merger (scission); (d) dissolution and liquidation of the Issuer; and (e) any and all amendments to our articles of association. Pursuant to our articles of association, for any extraordinary resolutions to be considered at a general meeting the quorum shall be at least one half (50%) of the issued share capital of the Issuer unless otherwise mandatorily required by Luxembourg law. If the said quorum is not present, a second meeting may be convened at which Luxembourg Corporate Law does not prescribe a quorum. Any extraordinary resolution shall be adopted at a quorate general meeting (save as otherwise provided by mandatory law) by at least a two-thirds (2/3) majority of the votes validly cast on such resolution. Abstentions are not considered "votes."

Members of our board of directors may be elected by ordinary resolution at a general meeting of shareholders by a simple majority of the votes validly cast on such resolution. Our articles of association will provide that the directors shall be elected on a staggered basis, with one-third (1/3) of the directors being elected each year, and each director elected for a period of three years. Our articles of association will provide that directors may only be elected from nominations put forward to the general meeting from the entities/persons prescribed in our articles of association. Any director may be removed with or without cause by resolution at a general meeting of shareholders by a simple majority of votes validly cast on such resolution.

Our articles of association will provide that in case of a vacancy the board of directors may fill such vacancy on a provisional basis, until (i) the decision is ratified or (ii) a new director is elected by an ordinary resolution of the next general meeting of shareholders. The directors shall be eligible for re-election indefinitely.

Neither Luxembourg law nor our articles of association contain any restrictions as to the voting of our ordinary shares by non-Luxembourg residents.

Luxembourg law requires any amendment of the articles of association to be made by extraordinary resolution. The agenda of the general meeting of shareholders must indicate the proposed amendments to the articles of association. Pursuant to Luxembourg law and our articles of association, for an extraordinary resolution to be considered at a general meeting the quorum shall be at least one-half (1/2) of our issued share capital. If the said quorum is not present, a second meeting may be convened at which Luxembourg Corporate Law does not prescribe a quorum. Any extraordinary resolution shall be adopted at a quorate general meeting (as the case may be) at a two-thirds (2/3) majority of the votes validly cast on such resolution. Abstentions are not considered "votes."

Any resolutions to amend our articles of association must be taken before a Luxembourg notary and such amendments must be published in accordance with Luxembourg law.

A merger or de-merger by absorption whereby one Luxembourg company after its dissolution without liquidation transfers to another company all of its assets and liabilities in exchange for the issuance of ordinary shares in the acquiring company to the shareholders of the company being acquired, or a merger or de-merger effected by transfer of assets to a newly incorporated company, must, in principle, be approved at a general meeting by an extraordinary resolution of the Luxembourg company, and the general meeting must be held before a notary.

In the event of our dissolution, liquidation, or winding-up the assets remaining after allowing for the payment of all liabilities of the company will be paid out to the shareholders pro rata according to their respective shareholdings. Generally the decisions to dissolve, liquidate, or wind-up require the passing of an extraordinary resolution at a general meeting of our shareholders, and such meeting must be held before a notary. Shareholders of a Luxembourg public limited liability company have their liability limited to the capital contribution in respect of the ordinary shares they subscribed and paid or committed to pay for.

Neither Luxembourg law nor our articles of association provide for any appraisal rights of dissenting shareholders.

Subject to Luxembourg law, if and when a dividend distribution is declared by the general meeting of shareholders or the board of directors in the case of interim dividend distributions, each ordinary share is entitled to participate equally in such distribution of funds legally available for such purposes. Pursuant to our articles of association, the general meeting of shareholders may approve a dividend distribution and the board of directors may declare an interim dividend distribution, to the extent permitted by Luxembourg law.

Declared and unpaid dividend distributions held by us for the account of the shareholders shall not bear interest. Under Luxembourg law, claims for unpaid dividend distributions will lapse in our favor five years after the date such dividend distribution was declared.

Under Luxembourg law, the board of directors must prepare unconsolidated annual accounts, i.e., an inventory of the assets and liabilities of the Issuer together with a balance sheet and a profit and loss account each year. Our board of directors must also annually prepare consolidated accounts and management reports on the unconsolidated annual accounts and consolidated accounts. The unconsolidated annual accounts, the consolidated accounts, the management report and the auditor's reports must be available for inspection by shareholders upon request and free of charge, at our registered office at least 15 calendar days prior to the date of the annual ordinary general meeting of shareholders.

The unconsolidated annual accounts and the consolidated accounts, after approval by the annual ordinary general meeting of shareholders, will be filed with the Luxembourg Registry of Commerce and Companies.

Luxembourg law gives shareholders limited rights to inspect certain corporate records 15 calendar days prior to the date of the annual ordinary general meeting of shareholders, including the unconsolidated annual accounts with the list of directors and auditors, the consolidated accounts, the notes to the annual accounts and the consolidated accounts, a list of shareholders whose ordinary shares are not fully paid-up, the management reports and the auditor's report.

In addition, any registered shareholder is entitled to receive a copy of the unconsolidated annual accounts, the consolidated accounts, the auditor's reports and the management reports free of charge prior to the date of the annual ordinary general meeting of shareholders.

Under Luxembourg law, it is generally accepted that a shareholder has the right to receive responses at the shareholders' general meeting to questions concerning items on the agenda of that general meeting of shareholders, if such responses are necessary or useful for a shareholder to make an informed decision concerning such agenda item, unless a response to such questions could be detrimental to our interests.

The management of the Issuer will be vested in a board of directors (Conseil d'administration). Our articles of association will provide that the board must comprise at least three members and a maximum of twelve members.

A majority of the members of the board of directors and the chairman present or represented at a board meeting constitutes a quorum, and resolutions are adopted by the simple majority vote of the board members present or represented. The board of directors may also take decisions by means of resolutions in writing signed by all directors. Each director has one vote.

The general shareholders' meeting elects directors and decides their respective terms. Under Luxembourg law, directors may be re-elected but the term of their office may not exceed six years. Our articles of association will provide that class A and class B directors are appointed. Our articles of association will also provide that the directors shall be elected on a staggered basis, with one-third (1/3) of the directors being elected each year. The general shareholders' meeting may dismiss one or more directors at any time, with or without cause by an ordinary resolution. If the board has a vacancy, the remaining directors have the right to fill such vacancy on a temporary basis pursuant to the affirmative vote of a majority of the remaining directors which vacancy must be filled in accordance with the provisions of the articles of association for the applicable nominations. The term of a temporary

director elected to fill a vacancy expires at the end of the term of office of the replaced director, provided, however, that the next general shareholders' meeting shall be requested definitively to elect any temporary director.

Within the limits provided for by law, our board of directors may delegate to one or more persons the daily management of the Issuer and the authority to represent the Issuer.

No director shall, solely as a result of being a director, be prevented from contracting with us, either with regard to his tenure in any office or place of profit or as vendor, purchaser or in any other manner whatsoever, nor shall any contract in which any director is in any way interested be liable to be voided merely on account of his position as director, nor shall any director who is so interested be liable to account to us or the shareholders for any remuneration, profit or other benefit realized by the contract by reason of the director holding that office or of the fiduciary relationship thereby established.

Any director having an interest in a transaction submitted for approval to the board may participate in the deliberations and vote thereon, unless the transaction is not in the ordinary course of the Issuer's business and that conflicts with the Issuer's interest, in which case the director shall be obliged to advise the board of directors thereof, prior to any vote and to cause a record of his statement to be included in the minutes of the meeting. He may not take part in these deliberations nor vote on such a transaction. At the next general meeting, before any other resolution is put to a vote, a special report shall be made on any transactions in which any of the directors may have had an interest that conflicts with our interest.

Our articles of association will provide that directors and officers, past and present, are entitled to indemnification from us to the fullest extent permitted by Luxemburg law against liability and all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he is involved by virtue of his being or having been a director or officer and against amounts paid or incurred by him in the settlement thereof. We may purchase and maintain insurance for any director or other officer against any such liability.

No indemnification will be provided to a former or current director or member of the management board in case of fraud. The right to indemnification shall (i) not be forfeited in case of settlement of any legal actions or proceedings, whether civil, criminal or administrative; and (ii) inure to the benefit of the heirs and successors of the former or current member of the board of directors without prejudice to any other indemnification rights.

The transfer agent and registrar for our ordinary shares is Computershare Trust Company, N.A.

Prior to the completion of this offering, we will convert into a public limited liability company (société anonyme) organized and existing under the laws of Luxembourg. The following discussion summarizes material differences between the rights of holders of our ordinary shares upon conversion into a Luxembourg public limited liability company (société anonyme) and the rights of holders of the ordinary shares of a typical corporation incorporated under the laws of the state of Delaware, which result from differences in governing documents and the laws of Luxembourg and Delaware.

Delaware		Luxembourg

Board of Directors
A typical certificate of incorporation and bylaws would provide that the number of directors on the board of directors will be fixed from time to time by a vote of the majority of the authorized directors. Under Delaware law, a board of directors can be divided into classes and cumulative voting in the election of directors is only permitted if expressly authorized in a corporation's certificate of incorporation.		Pursuant to the Luxembourg Corporate Law, the board of directors must be composed of at least three directors. Our articles of association provide for a maximum of twelve directors. They are appointed by the general meeting of shareholders (by proposal of the board, the shareholders or a spontaneous candidacy) by a simple majority of the votes cast. Directors may be re-elected but the term of their office may not exceed three (3) years according to our articles of association.
		Pursuant to our articles of association, directors are elected by an ordinary resolution at a general meeting and a simple majority of votes validly cast on such resolution. Abstentions are not considered "votes."
		Directors must be appointed from the persons nominated for appointment in accordance with the nomination procedure set forth in our articles of association.
		Our articles of association provide that in case of a vacancy, the remaining board members may elect a director to provisionally fill the vacancy—such provisional director to fulfill the same criteria for nomination under our articles of association. See "—Filling Vacancies on the Board of Directors."
		Our articles of association provide that the board may set up committees and determine their composition, powers and rules.

Delaware		Luxembourg

Limitation on Personal Liability of Directors
A typical certificate of incorporation provides for the elimination of personal monetary liability of directors for breach of fiduciary duties as directors to the fullest extent permissible under the laws of Delaware, except for liability (i) for any breach of a director's loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law (relating to the liability of directors for unlawful payment of a dividend or an unlawful stock purchase or redemption) or (iv) for any transaction from which the director derived an improper personal benefit. A typical certificate of incorporation would also provide that if the Delaware General Corporation Law is amended so as to allow further elimination of, or limitations on, director liability, then the liability of directors will be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law as so amended.		The Luxembourg Corporate Law provides that directors do not assume any personal obligations for commitments of the company. Directors are liable to the company for the performance of their duties as directors and for any misconduct in the management of the company's affairs. Directors are further jointly and severally liable both to the company and to any third parties for damages resulting from violations of the law or the articles of association of the company. Directors will only be discharged from such liability for violations to which they were not a party, provided no misconduct is attributable to them and they have reported such violations at the first general meeting after they had knowledge thereof. In addition, directors may under specific circumstances also be subject to criminal liability, such as in the case of an abuse of assets. Our articles of association will provide that directors and officers, past and present, are entitled to indemnification from the Issuer to the fullest extent permitted by Luxembourg law against liability and all expenses reasonably incurred or paid by them in connection with any claim, action, suit or proceeding in which they are involved by virtue of their being or having been a director or officer and against amounts paid or incurred by them in the settlement thereof, subject to certain exceptions. See "—Indemnification of Officers, Directors and Employees."

Delaware		Luxembourg

Interested Shareholders
Section 203 of the Delaware General Corporation Law generally prohibits a Delaware corporation from engaging in specified corporate transactions (such as mergers, stock and asset sales, and loans) with an "interested shareholder" for three years following the time that the shareholder becomes an interested shareholder. Subject to specified exceptions, an "interested shareholder" is a person or group that owns 15% or more of the corporation's outstanding voting stock (including any rights to acquire stock pursuant to an option, warrant, agreement, arrangement or understanding, or upon the exercise of conversion or exchange rights, and stock with respect to which the person has voting rights only), or is an affiliate or associate of the corporation and was the owner of 15% or more of the voting stock at any time within the previous three years.		Under Luxembourg law no specific restrictions exist as to the transactions that a shareholder may conclude with the company. The transaction must however be in the corporate interest of the company and be made on arm's length terms. Specific restrictions regarding transactions with a shareholder are provided for in our articles of association.
A Delaware corporation may elect to "opt out" of, and not be governed by, Section 203 of the Delaware General Corporation Law through a provision in either its original certificate of incorporation, or an amendment to its original certificate or bylaws that was approved by majority shareholder vote. With a limited exception, this amendment would not become effective until 12 months following its adoption.		Not applicable.
Removal of Directors
A typical certificate of incorporation and bylaws provide that, subject to the rights of holders of any preferred shares, directors may be removed at any time by the affirmative vote of the holders of at least a majority, or in some instances a supermajority, of the voting power of all of the then outstanding shares entitled to vote generally in the election of directors, voting together as a single class. A certificate of incorporation could also provide that such a right is only exercisable when a director is being removed for cause (removal of a director only for cause is the default rule in the case of a classified board).		Pursuant to the Luxembourg Corporate Law, directors may be removed at any time with or without cause by ordinary resolution at a general meeting of shareholders adopted by a simple majority of the votes cast on such resolution.

Delaware		Luxembourg

Filling Vacancies on the Board of Directors
A typical certificate of incorporation and bylaws provide that, subject to the rights of the holders of any preferred shares, any vacancy, whether arising through death, resignation, retirement, disqualification, removal, an increase in the number of directors or any other reason, may be filled by a majority vote of the remaining directors, even if such directors remaining in office constitute less than a quorum, or by the sole remaining director. Any newly elected director usually holds office for the remainder of the full term expiring at the annual meeting of shareholders at which the term of the class of directors to which the newly elected director has been elected expires.		Luxembourg law provides that in the event of a vacancy of a director seat, the remaining directors may, unless the articles of association of the company provide otherwise, provisionally fill such vacancy until the next annual general meeting at which the shareholders will (i) be asked to confirm the appointment or (ii) may appoint a new director. The decision to fill a vacancy must be taken at a duly convened and quorate meeting of the board of directors. Our articles of association provide that to fill vacancies such directors must be appointed from nominations as provided for in the articles of association.
Amendment of Governing Documents
Under the Delaware General Corporation Law, amendments to a corporation's certificate of incorporation require the approval of shareholders holding a majority of the outstanding shares entitled to vote on the amendment. If a class vote on the amendment is required by the Delaware General Corporation Law, a majority of the outstanding stock of the class is required, unless a greater proportion is specified in the certificate of incorporation or by other provisions of the Delaware General Corporation Law. Under the Delaware General Corporation Law, the board of directors may amend bylaws if so authorized in the charter. The shareholders of a Delaware corporation also have the power to amend bylaws.		Under the Luxembourg Corporate Law, amendments to the articles of association of the company require an extraordinary general meeting of shareholders held in front of a public notary at which at least one-half (1/2) of the share capital is represented. The notice of the extraordinary general meeting shall set out the proposed amendments to the articles of association. If the aforementioned quorum is not reached, a second meeting may be convened by means of notices published twice at intervals of fifteen days or less and fifteen days before the meeting in the Luxembourg official gazette (Mémorial C, Recueil des Sociétés et Associations) and in two Luxembourg newspapers. The second meeting shall be validly constituted regardless of the proportion of the share capital represented.

Delaware		Luxembourg

		At both meetings, resolutions will be adopted if approved by at least two-thirds of the votes cast (unless otherwise mandatorily required by Luxembourg law). Where classes of shares exist and the resolution to be adopted by the general meeting of shareholders changes the respective rights attaching to such shares, the resolution will be adopted only if the conditions as to quorum and majority set out above are fulfilled with respect to each class of shares. A change of nationality of the company as well as an increase of the commitments of its shareholders require however the unanimous consent of the shareholders (and bondholders, if any). If the company has issued bonds, any amendments to the object of the company or its legal form (except in the case of a merger, de-merger or assimilated operations) require the approval of the bondholders' general meeting. Our articles of association provide that for any extraordinary resolutions to be considered at a general meeting the quorum shall be at least one-half (1/2) of the issued share capital of the Issuer. If the said quorum is not present, a second meeting may be convened at which Luxembourg Corporate Law does not prescribe a quorum. Any extraordinary resolution shall be adopted at a quorate general meeting (save as otherwise provided by mandatory law) at a two-thirds (2/3) majority of the votes validly cast on such resolution. Abstentions are not considered "votes." In very limited circumstances the board of directors may be authorized by the shareholders to amend the articles of association, albeit always within the limits set forth by the shareholders at a duly convened shareholders' meeting. This is the case in the context of the Issuer's authorized share capital within which the board of directors is authorized to issue further shares or in the context of a share capital reduction and cancellation of shares. The board of directors is then authorized to appear in front of a notary public to record the capital increase or decrease and to amend the share capital set forth in the articles of association.

Delaware		Luxembourg

Meetings of Shareholders
Annual and Special Meetings
Typical bylaws provide that annual meetings of shareholders are to be held on a date and at a time fixed by the board of directors. Under the Delaware General Corporation Law, a special meeting of shareholders may be called by the board of directors or by any other person authorized to do so in the certificate of incorporation or the bylaws.		Pursuant to the Luxembourg Corporate Law, at least one general meeting of shareholders must be held each year on the day and at the time indicated in the articles of association of the company. If that day is a legal or banking holiday in Luxembourg, the meeting will be held on the next following business day. The purpose of such annual general meeting is to approve the annual accounts, allocate the results, proceed to statutory appointments and grant discharge to the directors. The annual general meeting must be held within six months of the end of each financial year.
		Other meetings of shareholders may be convened.
		Pursuant to Luxembourg law, the board of directors is obliged to convene a general meeting so that it is held within a period of one month of the receipt of a written request of shareholders representing one-tenth (1/10) of the issued capital. Such request must be in writing and indicate the agenda of the meeting.
Quorum Requirements
Under the Delaware General Corporation Law, a corporation's certificate of incorporation or bylaws can specify the number of shares which constitute the quorum required to conduct business at a meeting, provided that in no event shall a quorum consist of less than one-third (1/3) of the shares entitled to vote at a meeting.		Luxembourg law distinguishes ordinary resolutions and extraordinary resolutions. Extraordinary resolutions relate to proposed amendments to the articles of association and certain other limited matters. All other resolutions are ordinary resolutions. Ordinary Resolutions: pursuant to Luxemburg law there is no requirement of a quorum for any ordinary resolutions to be considered at a general meeting, and such ordinary resolutions shall be adopted by a simple majority of votes validly cast on such resolution. Abstentions are not considered "votes."
		Extraordinary Resolutions: extraordinary resolutions are required for any of the following matters, among others: (a) an increase or decrease of the authorized or issued capital, (b) a limitation or exclusion of preemptive rights, (c) approval of a statutory merger or de-merger (scission), (d) dissolution and (e) an amendment of the articles of association.

Delaware		Luxembourg

		Pursuant to Luxembourg law for any extraordinary resolutions to be considered at a general meeting the quorum shall generally be at least one-half (1/2) of the issued share capital. If the said quorum is not present, a second meeting may be convened at which Luxembourg law does not prescribe a quorum. Any extraordinary resolution shall be adopted at a quorate general meeting (save as otherwise provided by mandatory law) at a two-thirds (2/3) majority of the votes validly cast on such resolution. Abstentions are not considered "votes."
		Our articles of association will provide that for any ordinary resolutions to be adopted at a general meeting, at which Luxembourg Corporate Law does not prescribe a quorum, a simple majority of votes validly cast on such resolution is sufficient. Abstentions are not considered "votes."
		Our articles of association will provide that unless otherwise mandatorily required by law for any extraordinary resolutions to be considered at a general meeting the quorum shall be at least one-half (1/2) of our issued share capital. If the said quorum is not present, a second meeting may be convened at which Luxembourg Corporate Law does not prescribe a quorum. Any extraordinary resolution shall be adopted at a quorate general meeting (save as otherwise provided by mandatory law) at a two-thirds (2/3) majority of the votes validly cast on such resolution. Abstentions are not considered "votes."

Delaware		Luxembourg

Indemnification of Officers, Directors and Employees
Under the Delaware General Corporation Law, subject to specified limitations in the case of derivative suits brought by a corporation's shareholders in its name, a corporation may indemnify any person who is made a party to any third-party action, suit or proceeding on account of being a director, officer, employee or agent of the corporation (or was serving at the request of the corporation in such capacity for another corporation, partnership, joint venture, trust or other enterprise) against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding through, among other things, a majority vote of a quorum consisting of directors who were not parties to the suit or proceeding, if the person: • acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; and • in a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.		Pursuant to Luxembourg law on agency, agents are entitled to be reimbursed any advances or expenses made or incurred in the course of their duties, except in cases of fault or negligence on their part. Luxembourg law on agency is applicable to the mandate of directors and agents of the company. Our articles of association will contain indemnification provisions setting forth the scope of indemnification of our directors and officers. These provisions will allow us to indemnify directors and officers against liability (to the extent permitted by Luxembourg law) and expenses reasonably incurred or paid by them in connection with claims, actions, suits or proceedings in which they become involved as a party or otherwise by virtue of performing or having performed as a director or officer, and against amounts paid or incurred by them in the settlement of such claims, actions, suits or proceedings, subject to limited exceptions. See "Certain Relationships and Related Party Transactions—Limitations of Liability and Indemnification Matters" and "Description of Share Capital—Board of Directors." The indemnification extends, among other things, to legal fees, costs and amounts paid in the context of a settlement.
The Delaware General Corporation Law permits indemnification by a corporation under similar circumstances for expenses (including attorneys' fees) actually and reasonably incurred by such persons in connection with the defense or settlement of a derivative action or suit, except that no indemnification may be made in respect of any claim, issue or matter as to which the person is adjudged to be liable to the corporation unless the Delaware Court of Chancery or the court in which the action or suit was brought determines upon application that the person is fairly and reasonably entitled to indemnity for the expenses which the court deems to be proper.		Pursuant to Luxembourg law, a company is generally liable for any violations committed by employees in the performance of their functions except where such violations are not in any way linked to the duties of the employee.

Delaware		Luxembourg

To the extent a director, officer, employee or agent is successful in the defense of such an action, suit or proceeding, the corporation is required by the Delaware General Corporation Law to indemnify such person for actual and reasonable expenses incurred thereby. Expenses (including attorneys' fees) incurred by such persons in defending any action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of that person to repay the amount if it is ultimately determined that that person is not entitled to be so indemnified.
Shareholder Approval of Business Combinations
Generally, under the Delaware General Corporation Law, completion of a merger, consolidation, or the sale, lease or exchange of substantially all of a corporation's assets or dissolution requires approval by the board of directors and by a majority (unless the certificate of incorporation requires a higher percentage) of outstanding stock of the corporation entitled to vote.		Under Luxembourg law and our articles of association, the board of directors has the widest power to take any action necessary or useful to achieve the corporate object. The board's powers are limited only by law and the articles of association of the Issuer. Any type of business combination that would require an amendment to the articles of association, such as a merger, de-merger, consolidation, dissolution or voluntary liquidation, requires an extraordinary resolution of a general meeting of a shareholder.
The Delaware General Corporation Law also requires a special vote of shareholders in connection with a business combination with an "interested shareholder" as defined in section 203 of the Delaware General Corporation Law. See "—Interested Shareholders" above.		Transactions such as a sale, lease or exchange of substantial company assets require only the approval of the board of directors. Neither Luxembourg law nor our articles of association contain any provision specifically requiring the board of directors to obtain shareholder approval of the sale, lease or exchange of substantial assets of the Issuer.

Delaware		Luxembourg

Shareholder Action Without a Meeting
Under the Delaware General Corporation Law, unless otherwise provided in a corporation's certificate of incorporation, any action that may be taken at a meeting of shareholders may be taken without a meeting, without prior notice and without a vote if the holders of outstanding stock, having not less than the minimum number of votes that would be necessary to authorize such action, consent in writing. It is not uncommon for a corporation's certificate of incorporation to prohibit such action.		A shareholder meeting must always be called if the matter to be considered requires a shareholder resolution under Luxembourg law or our articles of association. Pursuant to Luxembourg law, shareholders of a public limited liability company may not take actions by written consent. All shareholder actions must be approved at an actual meeting of shareholders held before a notary public or under private seal, depending on the nature of the matter. Shareholders may vote in person at the meeting of shareholders, by proxy, or by correspondence voting form.
Shareholder Suits
Under the Delaware General Corporation Law, a shareholder may bring a derivative action on behalf of the corporation to enforce the rights of the corporation. An individual also may commence a class action suit on behalf of himself or herself and other similarly situated shareholders where the requirements for maintaining a class action under the Delaware General Corporation Law have been met. A person may institute and maintain such a suit only if such person was a shareholder at the time of the transaction which is the subject of the suit or his or her shares thereafter devolved upon him or her by operation of law. Additionally, under Delaware case law, the plaintiff generally must be a shareholder not only at the time of the transaction which is the subject of the suit, but also through the duration of the derivative suit. The Delaware General Corporation Law also requires that the derivative plaintiff make a demand on the directors of the corporation to assert the corporate claim before the suit may be prosecuted by the derivative plaintiff, unless such demand would be futile.		Pursuant to Luxembourg law and our articles of association, the board of directors has the widest power to take any action necessary or useful to achieve the corporate object. The board's powers are limited only by law. Luxembourg law does not require shareholder approval before legal action may be initiated on behalf of the company. The board of directors has sole authority to decide whether to initiate legal action to enforce the company's rights (other than, in certain circumstances, in the case of an action against board members). Shareholders do not generally have authority to initiate legal action on the company's behalf. However, the general meeting of shareholders may vote to initiate legal action against directors on grounds that such directors have failed to perform their duties in accordance with the Luxembourg Corporate Law. If a director is responsible for a breach of the Luxembourg Corporate Law or of a provision of the articles of association, an action can be initiated by any third party including a shareholder having a legitimate interest. In the case of a shareholder, such interest must be different from the interest of the company.
		Luxembourg procedural law does not recognize the concept of class actions.

Delaware		Luxembourg

Dividends and Distributions; Repurchases and Redemptions
The Delaware General Corporation Law permits a corporation to declare and pay dividends out of statutory surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or for the preceding fiscal year as long as the amount of capital of the corporation following the declaration and payment of the dividend is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets.		Pursuant to Luxembourg law, dividend distributions may be declared by shareholders (i) by the general meeting or (ii) by the board of directors in the case of interim dividends (acomptes sur dividendes). Dividend distributions may be made if the following conditions are met: • except in the event of a reduction of the issued share capital, only if net assets on the closing date of the preceding fiscal year are, or following such distribution would not become, less than the sum of the issued share capital plus reserves (which may not be distributed by law or under our articles of association); and
		• the amount of a distribution to shareholders may not exceed the sum of net profits at the end of the preceding fiscal year plus any profits carried forward and any amounts drawn from reserves which are available for that purpose, less any losses carried forward and with certain amounts to be placed in reserve in accordance with the law or our articles of association.
		Interim dividend distributions may only be made if the following conditions are met:
		• interim accounts indicate sufficient funds are available for distribution;
		• the amount to be distributed does not exceed the total amount of net profits since the end of the preceding fiscal year for which the annual accounts have been approved, plus any profits carried forward and sums drawn from reserves available for this purpose, less losses carried forward and any sums to be placed in reserves in accordance with the law or the articles of association;
		• the board declares such interim distributions no later than two months after the date at which the interim accounts have been drawn up; and
		• prior to declaring an interim distribution, the board must receive a report from the company's auditors confirming that the conditions for an interim distribution are met.

Delaware		Luxembourg

		The amount of distributions declared by the annual general meeting of shareholders shall include (i) the amount previously declared by the board of directors (i.e., the interim distributions for the year of which accounts are being approved), and if proposed (ii) the (new) distributions declared on the annual accounts.
		Where interim distribution payments exceed the amount of the distribution subsequently declared at the general meeting, any such overpayment shall be deducted from the next distribution.
		Our articles of association do permit interim distributions decided by our board of directors.
Under the Delaware General Corporation Law, any corporation may purchase or redeem its own shares, except that generally it may not purchase or redeem these shares if the capital of the corporation is impaired at the time or would become impaired as a result of the redemption. A corporation may, however, purchase or redeem out of capital shares that are entitled upon any distribution of its assets to a preference over another class or series of its shares if the shares are to be retired and the capital reduced.		Pursuant to Luxembourg law, the company may repurchase its own shares and hold them in treasury, provided that: • the shareholders at a general meeting have previously authorized the board of directors to acquire company shares. The general meeting shall determine the terms and conditions of the proposed acquisition and in particular the maximum number of shares to be acquired, the period for which the authorization is given (which may not exceed five years) and, in the case of acquisition for value, the maximum and minimum consideration;
		• the acquisitions, including shares previously acquired by the company and held by it, and shares acquired by a person acting in his own name but on behalf of the company, may not have the effect of reducing the net assets below the amount of the issued share capital plus the reserves (which may not be distributed by law or under the articles of association); and
		• only fully paid-up shares may be repurchased.

Delaware		Luxembourg

		No prior authorization by shareholders is required (i) if the acquisition is made to prevent serious and imminent harm to the company, provided that the board of directors informs the next general meeting of the reasons for and the purpose of the acquisitions made, the number and nominal values or the accounting value of the shares acquired, the proportion of the subscribed capital which they represent and the consideration paid for them and (ii) in the case of shares acquired by either the company or by a person acting on behalf of the company with a view to redistributing the shares to the staff of the company, provided that the distribution of such shares is made within 12 months from their acquisition.
		Luxembourg law provides for further situations in which the above conditions do not apply, including the acquisition of shares pursuant to a decision to reduce the capital of the company or the acquisition of shares issued as redeemable shares. Such acquisitions may not have the effect of reducing net assets below the aggregate of subscribed capital and reserves (which may not be distributed by law and are subject to specific provisions on reductions in capital and redeemable shares under Luxembourg law).
		Any shares acquired in contravention of the above provisions must be re-sold within a period of one year after the acquisition or be cancelled at the expiration of the one-year period.
		As long as shares are held in treasury, the voting rights attached thereto are suspended. Further, to the extent the treasury shares are reflected as assets on the balance sheet of the company, a non-distributable reserve of the same amount must be reflected as a liability. Our articles of association will provide that shares may be acquired by the company in accordance with the law.

Delaware		Luxembourg

Transactions with Officers or Directors
Under the Delaware General Corporation Law, some contracts or transactions in which one or more of a corporation's directors has an interest are not void or voidable because of such interest provided that some conditions, such as obtaining the required approval and fulfilling the requirements of good faith and full disclosure, are met. Under the Delaware General Corporation Law, either (a) the shareholders or the board of directors must approve in good faith any such contract or transaction after full disclosure of the material facts or (b) the contract or transaction must have been "fair" as to the corporation at the time it was approved. If board approval is sought, the contract or transaction must be approved in good faith by a majority of disinterested directors after full disclosure of material facts, even though less than a majority of a quorum.		There are no rules under Luxembourg law preventing a director from entering into contracts or transactions with the company to the extent the contract or the transaction is in the corporate interest of the company. The Luxembourg Corporate Law prohibits a director from participating in deliberations and voting on a transaction if (a) such director, or a third party in which such director has an interest, is a party to such transaction and (b) the interests of such director or third party conflict with the interests of the company. The relevant director must disclose his personal interest to the board of directors and abstain from voting. The transaction and the director's interest therein shall be reported to the next succeeding general meeting of shareholders.
Dissenters' Rights
Under the Delaware General Corporation Law, a shareholder of a corporation participating in some types of major corporate transactions may, under varying circumstances, be entitled to appraisal rights pursuant to which the shareholder may receive cash in the amount of the fair market value of his or her shares instead of the consideration he or she would otherwise receive in the transaction.		Neither Luxembourg law nor our articles of association provide for appraisal rights.
Cumulative Voting
Under the Delaware General Corporation Law, a corporation may adopt in its bylaws that its directors shall be elected by cumulative voting. When directors are elected by cumulative voting, a shareholder has a number of votes equal to the number of shares held by such shareholder times the number of directors nominated for election. The shareholder may cast all of such votes for one director or among the directors in any proportion.		Not applicable. See "—Board of Directors."

Delaware		Luxembourg

Anti-Takeover Measures
Under the Delaware General Corporation Law, the certificate of incorporation of a corporation may give the board the right to issue new classes of preferred shares with voting, conversion, dividend distribution, and other rights to be determined by the board at the time of issuance, which could prevent a takeover attempt and thereby preclude shareholders from realizing a potential premium over the market value of their shares.		Pursuant to Luxembourg law, it is possible to create an authorized share capital from which the board of directors is authorized by the shareholders to issue further shares and, under certain conditions, to limit, restrict or waive preferential subscription rights of existing shareholders. The rights attached to the shares issued within the authorized share capital will be equal to those attached to existing shares and set forth in the articles of association of the company.
In addition, Delaware law does not prohibit a corporation from adopting a shareholder rights plan, or "poison pill," which could prevent a takeover attempt and also preclude shareholders from realizing a potential premium over the market value of their shares.		The authority of the board of directors to issue additional shares is valid for a period of up to five (5) years unless renewed by vote of the holders of at least two-thirds of the votes cast at a shareholders meeting. Prior to the completion of this offering and the Repurchase, we may have an authorized share capital of $ and will be authorized to issue up to ordinary shares (subject to stock splits, consolidation of shares or like transactions) with a nominal value of $ each. Immediately after completion of this offering and the Repurchase, the authorized share capital will be .
		Our articles of association will authorize our board of directors to issue ordinary shares (including as the case may be, under any management equity incentive plan) within the limits of the authorized share capital at such times and on such terms as our board or its delegates may decide for a period commencing on the date of our articles of association and ending five years after the date on which the minutes of the shareholders' meeting approving such authorization are published in the Luxembourg official gazette Mémorial C, Recueil des Sociétés et Associations (unless such period is extended, amended or renewed). Accordingly, our board will be authorized to issue up to ordinary shares until such date. We currently intend to seek renewals and/or extensions as required from time to time. The authorized share capital also covers any shares to be issued upon conversion of any CPECs issued by the company from time to time.

We are a company organized under the laws of the Grand Duchy of Luxembourg. Most of our assets are located outside the United States. Furthermore, most of our directors and officers named in this prospectus reside outside the United States and most of their assets are located outside the United States. As a result, investors may find it difficult to effect service of process within the United States upon us or these persons or to enforce outside the United States judgments obtained against us or these persons in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the U.S. federal securities laws. Likewise, it may also be difficult for an investor to enforce in U.S. courts judgments obtained against us or these persons in courts located in jurisdictions outside the United States, including actions predicated upon the civil liability provisions of the U.S. federal securities law. It may also be difficult for an investor to bring an original action in a Luxembourg or other foreign court predicated upon the civil liability provisions of the U.S. federal securities laws against us or these persons. Luxembourg law, furthermore, does not recognize a shareholder's right to bring a derivative action on behalf of the Issuer.

In particular, there is doubt as to the enforceability of original actions in Luxembourg courts of civil liabilities predicated solely upon U.S. federal securities laws, and the enforceability in Luxembourg courts of judgments entered by U.S. courts predicated upon the civil liability provisions of U.S. federal securities laws will be subject to compliance with procedural and other requirements under Luxembourg law, including the condition that the judgment does not violate Luxembourg public policy. We are a Luxembourg partnership limited by shares (société en commandite par actions) and, prior to completion of this offering, will convert into a Luxembourg public limited liability company (société anonyme) and it may be difficult for you to obtain or enforce judgments against us or our executive officers and directors in the United States. See the section entitled "Risk Factors—Risks Related to Investment in a Luxembourg Company" for further discussion of enforcement of civil liabilities under Luxembourg law.

In addition, under Luxembourg law, directors do not assume any personal obligations for the Issuer's commitments. Directors are liable to the Issuer for the performance of their duties as directors and for any misconduct in the management of the Issuer's affairs. Directors are further jointly and severally liable both to the Issuer and to any third parties for damages resulting from violations of the law or our articles of association. Directors will only be discharged from such liability for violations to which they were not a party, provided no misconduct is attributable to them and they have reported such violations at the first general meeting after they had knowledge thereof. In addition, directors may under specific circumstances also be subject to criminal liability, such as in the case of an abuse of assets. A shareholder of the Issuer may file a claim against the Issuer in Luxembourg to the extent that the Luxembourg court has jurisdiction over such claim in accordance with the Luxembourg judicial code. See the section entitled "Comparison of Shareholder Rights—Limitation on Personal Liability of Directors" for further discussion of liabilities relating to directors of the Issuer.

Further, Luxembourg law does not require shareholder approval before legal action may be initiated on behalf of the Issuer. The board of directors has sole authority to decide whether to initiate legal action to enforce the Issuer's rights (other than, in certain circumstances, in the case of an action against board members). Shareholders do not generally have authority to initiate legal action on the Issuer's behalf. However, the general meeting of shareholders may vote to initiate legal action against directors on grounds that such directors have failed to perform their duties. If a director is responsible for a breach of the law or of a provision of our articles of association, an action can be initiated by any third party including a shareholder having a legitimate interest. In the case of a shareholder, such interest must be different from the interest of the Issuer. Luxembourg procedural law does not

recognize the concept of class actions. See the section entitled "Comparison of Shareholder Rights—Shareholder Suits" for further discussion of shareholder actions.

A substantial portion of our assets and operations are located in France and certain of our directors and officers reside in France. As a result, it may not be possible (or it may be difficult) for investors to effect service of process upon or obtain jurisdiction over us and these persons within the United States or other jurisdictions outside France or to enforce against us or them judgments predicated upon the civil liability provisions of the U.S. federal securities laws or the laws of such other jurisdictions.

We have been advised by our French counsel that there may be doubt as to the enforceability in France, in original actions, of liabilities predicated on the U.S. federal securities laws and as to the enforceability in France of judgments of U.S. courts, including judgments obtained in actions predicated upon the civil liability provisions of the U.S. federal securities laws.

The following is a summary of certain of our indebtedness that is currently outstanding. The following descriptions do not purport to be complete and are qualified in their entirety by reference to the agreements and related documents referred to herein, copies of which have been filed as exhibits to the registration statement of which this prospectus forms a part.

On December 17, 2010, our U.S. and Canadian operating companies Albéa Americas, Inc., Albéa Mexicana, L.P., Albéa Cosmetics America, Inc., Albéa Beauty Solutions USA, LLC and Albéa Canada Inc., entered into the North American facility agreement with PNC Bank, General Electric Capital Corporation and certain other lenders from time to time party thereto (collectively, the "ABL Lenders"), which has subsequently been amended on January 18, 2011, August 31, 2011, November 10, 2011, August 28, 2012, October 5, 2012, December 31, 2012, August 23, 2013 and September 26, 2013 (the "North American Facility Agreement").

The North American asset-based revolving credit facility established under the North American Facility Agreement (the "North American ABL Facility") allows us to draw funding of up to $60.0 million in the aggregate, subject to the borrowing base described under "—North American ABL Facility Availability" below. Up to $3.0 million of the North American ABL Facility can be utilized for borrowings in Canada and up to $10.0 million of the North American ABL Facility can be utilized for letters of credit. As of June 30, 2014, we had $18.5 million outstanding under the North American ABL Facility and had availability of $28.2 million.

The U.S. borrowers under the North American ABL Facility consist of the primary operating subsidiaries of Twist Beauty Packaging Holding Corp. that are organized in the United States. The guarantors of U.S. borrowings under the North American ABL Facility consist of Twist Beauty Packaging Holding Corp. and each of the other subsidiaries of Twist Beauty Packaging Holding Corp. organized in the United States. These borrowers and guarantors under the North American ABL Facility have guaranteed the Senior Secured Notes.

Albéa Canada Inc. is the borrower for Canadian borrowings under the North American ABL Facility and Beauty Packaging Canada Holdings, Inc. and all U.S. obligors under the North American ABL Facility guarantee Canadian borrowings.

The North American ABL Facility will allow us to draw funding against a borrowing base, which includes eligible trade receivables and eligible inventory, adjusted for the agreed advance rate and net of applicable funding blocks and reserves. Only trade receivables and inventory owned by U.S. borrowers are included in the borrowing base for the U.S. borrowings and only trade receivables and inventory owned by the Canadian borrower are included in the borrowing base for Canadian borrowings.

The North American ABL Facility will expire on December 31, 2017. Outstanding borrowings under the North American ABL Facility are due and payable in full on the last day of the term. The borrowers under the North American Facility may terminate the agreement or voluntarily terminate all

or a portion of the revolving commitments at any time, subject to minimum commitment amounts and other customary limitations.

Amounts borrowed under the North American ABL Facility bear interest at a rate per year equal to a base rate plus an applicable margin, which varies from 1.25% to 1.75% in the case of loans bearing interest at the alternate base rate or the Canadian prime rate and from 2.25% to 2.75% in case of loans bearing interest at the Eurodollar rate or the Canadian Dealer Offered Rate rate based on monthly average undrawn availability. Interest is payable monthly in arrears. During 2013, the average fees rate on amounts financed was 5.1%.

An unused line fee is payable monthly in an amount equal to 0.50% per year on the average daily unused portion of the North American ABL Facility subject to a step-down to 0.375% based upon average daily unpaid balance of revolver utilization.

All obligations under the North American ABL Facility are secured by a first-priority interest in the following assets of the obligors subject to certain customary exclusions:

The obligations under the North American ABL Facility are not secured by any Senior Secured Notes Priority Collateral. In addition, loans made to the U.S. borrowers are not secured by any of the assets of the Canadian borrower.

The North American Facility Agreement contains both affirmative and negative covenants which, among other things, require our borrowers to meet a springing fixed charge coverage ratio of 1.00:1.00 on any date on which average undrawn availability for the preceding five business days is less than $6,000,000 and continues until the first day thereafter on which undrawn availability is equal to or greater than $6,000,000 for a period of 30 consecutive days, and places limits, with respect to the obligors and their subsidiaries, upon disposals of assets, mergers and acquisitions, further indebtedness, liens and investments, restricted payments, transactions with affiliates and other customary restrictions.

The restricted payments covenant in the North American Facility Agreement prevents us from using cash on the balance sheet of the U.S. and Canadian operating companies to make any payment (principal or interest) under the Senior Secured Notes unless either (a) average undrawn availability

during the 30-day period immediately prior to the making of such payment, and after giving pro forma effect thereto, has been and will be $7,500,000 or greater, or (b) both (i) average undrawn availability during the 30-day period immediately prior to the making of such payment, and after giving pro forma effect thereto, has been and will be $6,000,000 or greater, and (ii) after giving effect thereto, when measured on a pro forma basis as of the fiscal quarter in which such transaction was consummated, the fixed charge coverage ratio would not be less than 1.00:1.00.

The North American Facility Agreement contains customary events of default, all subject to customary materiality qualifications and grace periods, including: (i) non-payment of principal, interest or fees; (ii) violations of any covenants; (iii) insolvency; (iv) lien priority; (v) cross-default; (vi) loss of licenses; (vii) seizures; (viii) interruption in operations; (ix) garnishment by Canadian Tax Authorities; (x) failure to comply with benefits plans; (xi) bankruptcy-related events; (xii) inaccuracy of representations and warranties in any material respect; (xiii) monetary judgments; and (xiv) certain change of control events. Upon the occurrence of bankruptcy-related events of default, the North American Facility Agreement requires the principal of, and accrued interest on, the North American ABL Facility to become or be declared due and payable. For any of the other events of default and at any time thereafter, the agent may, at the option of the required lenders, foreclose the security interests granted and realize any collateral by any available judicial procedure and to take possession of and sell any or all of the collateral with or without judicial process.

Certain of our subsidiaries in France, Italy, Germany, Poland and the United Kingdom were parties to a European receivables facility agreement, dated July 6, 2010, and amended on December 6, 2010, March 25, 2011, October 5, 2012 (effective as of November 1, 2012) and January 31, 2013 (effective retroactively as of December 31, 2012) with La Compagnie Générale d'Affacturage ("CGA") as the factor (the "European Receivables Facility Agreement"). The European Receivables Facility Agreement has been replaced on June 23, 2014 by a new three-year €100.0 million committed factoring facility.

The European Receivables Facility Agreement provides for a factoring program (the "European Receivables Facility"), allowing us to draw funding of up to the lesser of: (i) €100.0 million (or the foreign currency equivalent) subject to an individual financing cap for each participant (provided that the allocation of the individual caps of the participants may be increased or decreased subject to certain limitations and subject to a global maximum of €100.0 million); and (ii) 94.0% of the eligible trade receivables sold to CGA by us. Financings against the value of the eligible receivables may be drawn in euro, U.S. dollars, Polish z?oty and British pounds sterling. We retain full responsibility for collecting amounts due from customers and are jointly and severally guarantors of the aggregate debt to CGA under the European Receivables Facility Agreement. Prior to any assignment of receivables, the debtor must be pre-approved by CGA; once a debtor has been approved, we must assign to CGA all receivables from that debtor. Moreover, we may not enter into any other receivables facility agreement with any other factor as long as the European Receivables Facility Agreement with CGA has not been terminated. In the event we receive customer payment on any assigned receivables, we must transfer such amount to the dedicated blocked bank accounts set up for the European receivables factoring program established under the European Receivables Facility Agreement.

Albéa Beauty Solutions Europe S.A.S., Albéa Tubes France S.A.S., Albéa Cosmetics France S.A.S.U., Albéa Poland Sp. z o.o., Albéa Tubes Italy S.p.A., Albéa Cosmetics Italy S.p.A., Albéa Deutschland GmbH are the original borrowers and guarantors under the European Receivables Facility Agreement. On December 6, 2010, Société Française de Galvanoplastie S.A.S. acceded as an additional participant by way of amendment to the European Receivables Facility Agreement. On March 25, 2011, two newly acquired, ex-Betts companies in the United Kingdom and in Poland (Albéa UK Limited and Albéa Warsaw Sp. z o.o, respectively) became additional participants by way of another amendment to the European Receivables Facility Agreement. Pursuant to the amendment agreement, dated January 31, 2013, Albéa Simandre, Albéa Le Tréport and Albéa Lacrost also became participants to the European Receivables Facility. Pursuant to the amendment agreement dated May 3, 2013, Albéa Alkmaan B.V. and Albéa HPC Sp. z o.o. also became participants to the European Receivables Facility.

The European Receivables Facility is not a committed facility. It has no scheduled expiration date and any termination of the contract requires three months' prior notice.

Amounts drawn under the European Receivables Facility give rise to a financing fee accruing at a rate per year equal to the aggregate of: (i) the applicable margin (being 0.90% for drawings in euro, British pounds sterling or Polish z?oty, and 1.45% for drawings in U.S. dollars); and (ii) a "CGA rate" determined on the basis of the average of three-month EURIBOR rates in relation to financings made in euro, of one-week LIBOR rates in relation to financings made in U.S. dollars and British pounds sterling and of one-month WIBOR rates in relation to financings made in Polish z?oty.

A gearing ratio is applicable to the adjustment of the margin applicable to drawings in euro (being 0.90% for a ratio <4.0; 1.00% for a ratio ³4.0 £4.5; 1.10% for a ratio ³4.5 £5.5 and 1.20% for a ratio >5.5). The participants also bear a factoring commission computed as a percentage of the receivables sold to CGA. During 2013, the average fees rate on amounts financed was 2.7%. On an annualized basis, the aggregate factoring commissions paid to CGA shall not be less than €150,000.

The participants under the European Receivables Facility Agreement agreed to an unavailable portion amounting to 6% of the outstanding receivables which may give rise to financing. The unavailable portion is increased to 100% with respect to the assigned trade receivables overdue more than 45 days and with respect to debtors with assigned receivables representing more than 10% of the outstanding assigned receivables.

CGA has the right to increase at any time the amount of the unavailable portion subject to a seven-day prior notice. Moreover, the unavailable portion might be increased by five points in each of the following cases:

In case of termination of the European Receivables Facility Agreement, CGA is entitled to a hold back (instead of the unavailable portion) amounting to 6% of the eligible trade receivables sold to CGA by the participants, with an aggregate floor of €5.9 million.

Several of the parties to the European Receivables Facility Agreement have taken out a credit insurance policy and their right to indemnity under these policies has been delegated to CGA. In addition, when the bank accounts dedicated to receive the assigned receivables are owned by participants (and not CGA), such participants have granted in favor of CGA an assignment over the balance of such bank accounts.

The European Receivables Facility Agreement contains customary events of default, including, among other things: (i) force majeure such as fire, strike, destruction and other material events that would make it impossible for CGA to continue its operations; (ii) appointment of a bankruptcy administrator, voluntary liquidation or cessation of the participants' business; (iii) material modification of the participants' legal or commercial situation; and (iv) breach by the participants of any of their material contractual obligations which might result in making it impossible for CGA to obtain full or partial payment of the assigned receivables. Upon the occurrence of an event of default, CGA may, without notice, declare that the European Receivables Facility, together with accrued fees, be immediately due and due and payable.

The European Receivables Facility Agreement has been replaced on June 23, 2014 by a new three year €100.0 million committed factoring facility.

Certain of our subsidiaries in France, Italy, Germany, Poland, the Netherlands and the United Kingdom are parties to a framework agreement, which includes a committed receivables facility and a non-recourse committed receivables facility, dated June 23, 2014 with Crédit Agricole Leasing & Factoring ("CALF") as the factor (the "Committed European Receivables Facility Agreement"). The Committed European Receivables Facility took effect from the termination date of the prior European Receivables Facility with CGA on July 6, 2014.

The Committed European Receivables Facility Agreement provides for a three-year factoring facility and allows us to draw funding of up to the lesser of: (i) €100.0 million (or the foreign currency equivalent); and (ii) the value of the eligible trade receivables sold to CALF by us net of a "reserve" portion amounting to a minimum of 5% of the outstanding receivables which may give rise to financing.

The committed receivables facility provides a factoring facility to our participating subsidiaries for a period of three years. Financings against the value of the eligible receivables may be drawn in euro, U.S. dollars, Polish z?oty and British pound sterling. We retain the servicing for the receivables sold and full responsibility for collecting amounts due from customers and are jointly and severally guarantors of the aggregate debt to CALF under the Committed European Receivables Facility Agreement. We must assign to CALF all receivables from our eligible debtors.

Albéa Beauty Solutions Europe S.A.S., Albéa Tubes France S.A.S., Société Française de Galvanoplastie S.A.S., Albéa Simandre S.A.S., Albéa Le Tréport S.A.S., Albéa Lacrost S.A.S., Albéa Poland Sp. z o.o., Albéa Warsaw Sp. z o.o., Albéa HPC Sp. z o.o., Albéa Tubes Italy S.p.A., Albéa

Cosmetics Italy S.p.A., Albéa Deutschland GmbH, Albéa UK Limited and Albéa Alkmaar B.V. are borrowers and guarantors under the Committed European Receivables Facility Agreement.

Albéa Beauty Solutions Europe S.A.S. has been appointed agent by the participating group subsidiaries with authority to act for them and represent them in dealings with CALF as may be required.

The Committed European Receivables Facility Agreement is a committed credit facility with a scheduled expiration date on July 6, 2017 after which it will be automatically renewed. It can be terminated by either party with three month prior notice. We may not enter into any other receivables facility agreement with any other factor as long as the Committed European Receivables Facility Agreement with CALF has not been terminated.

Amounts drawn under the Committed European Receivables Facility Agreement give rise to a financing fee computed daily and accruing at a rate per year equal to the aggregate of: (i) the applicable margin (being 0.80%); and (ii) a benchmark interest rate which is the three-month EURIBOR in relation to financings made in euro, the three-month GBP LIBOR in relation to financings made in British pounds sterling, the three-month USD LIBOR in relation to financings made in U.S. dollar and the three-month WIBOR in relation to financings made in Polish z?oty.

Participants also bear a factoring commission computed as a percentage of the receivables sold to CALF with a minimum, for the three-year commitment period of €1.4 million.

The participants under the European Receivables Facility Agreement agreed to an unavailable "reserve" portion amounting to a minimum of 5% of the outstanding receivables which may give rise to financing. The unavailable portion is raised to 100% with respect to assigned trade receivables overdue more than 60 days and with respect to debtors with assigned receivables representing more than 30% of the outstanding assigned receivables.

The calculation of the reserve portion is based on the observed level of non-payments related to credit notes, customer claims, non-payment and customer deductions. The reserve portion amounts to the observed rate of non-payment plus 3%. It can be increased to offset deferred year-end rebates or in case of termination of the Committed European Receivables Facility Agreement.

The parties to the Committed European Receivables Facility Agreement have taken out a credit insurance policy and their right to indemnity under these policies has been delegated to CALF. In addition, when the bank accounts dedicated to receive the assigned receivables are owned by participants (and not CALF), such participants have granted in favor of CALF an assignment over the balance of such bank accounts.

The Committed European Receivables Facility Agreement contains customary events of default, including, among other things: (i) appointment of a bankruptcy administrator, voluntary liquidation or cessation of the participants' business; (ii) material modification of the participants' legal or commercial situation; (iii) material adverse change in the financial situation or in the nature of the business of the participants; and (iv) breach by the participants of any of their material contractual obligations which might result in making it impossible for CALF to obtain full or partial payment of the assigned receivables. Upon the occurrence of an event of default, CALF may, without notice, declare that funds

withdrawn pursuant to the Committed European Receivables Facility Agreement, together with accrued fees, be immediately due and payable.

The non-recourse committed receivables facility provides a non-recourse factoring facility to Albéa Cosmetics France S.A.S. for a period of three years. The non-recourse committed receivables facility forms part of the Committed European Receivables Facility and has substantially similar provisions as the committed receivables facility described above. Contrary to the Committed European Receivables Facility, Albéa Cosmetics France S.A.S. does not guarantee the debt to the CALF and does not retain the servicing of the receivables sold. Under the non-recourse receivables facility, the financing fee takes the form of a discount on the value of receivables sold without recourse to CALF.

We have a variety of other local facilities, including revolving facilities, lease financing arrangements, term loans, cash management and invoice discounting facilities in the countries in which we operate to fund working capital and other requirements in those countries, as well as finance leases. These facilities are generally in amounts between $1.0 million and $6.0 million (with one $26.7 million finance lease) and are guaranteed or secured by a pledge of some or all of our assets in the applicable country. As of June 30, 2014, we had $2.2 million available for borrowing and $26.5 million outstanding under our other local lending facilities. At the same date, our financial leases, in the aggregate, represented $42.6 million of indebtedness.

We also have shareholder funding instruments in the form of PECs and CPECs and have an aggregate of €27.1 million of CPECs outstanding and €3.5 million of PECs outstanding, $1.9 million of which were accounted for as non-current borrowings (as of June 30, 2014). See "Certain Relationships and Related Party Transactions—Shareholder Funding Instruments."

On October 31, 2012, the Senior Secured Notes Issuer issued €200.0 million aggregate principal amount of 8.75% senior secured notes due 2019 (the "Euro Notes") and the $385.0 million aggregate principal amount of 8.375% senior secured notes due 2019 (the "Dollar Notes," and together with the "Euro Notes," the "Senior Secured Notes") in an offering that was not subject to the registration requirements of the Securities Act. The Senior Secured Notes are governed by an indenture, dated as of October 31, 2012, as supplemented on December 31, 2012, by and among Albéa Beauty Holdings S.A., as issuer, the guarantors party thereto, Wilmington Trust, National Association, as trustee, registrar, transfer agent and paying agent for the Dollar Notes, Citibank, N.A., London Branch, as principal paying agent and transfer agent for the Euro Notes, Citigroup Global Markets Deutschland AG, as registrar for the Euro Notes and Wilmington Trust (London) Limited, as security agent (the "Senior Secured Notes Indenture"). As of June 30, 2014, we had accrued interests of $9.2 million on the Senior Secured Notes.

The Senior Secured Notes are the Senior Secured Notes Issuer's senior obligations and rank equally in right of payment with all existing and future indebtedness of the Senior Secured Notes Issuer that is not subordinated in right of payment to the Senior Secured Notes. The Euro Notes bear interest at 8.75% and the Dollar Notes bear interest at 8.375%.

At any time prior to November 1, 2015, the Senior Secured Notes Issuer may redeem any or all of the Senior Secured Notes at 100% of their principal amount plus accrued and unpaid interest, if any, plus a "make-whole" redemption premium. In addition, prior to November 1, 2015, the Senior Secured

Notes Issuer is entitled, at its option, on one or more occasions to redeem the Senior Secured Notes in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the Senior Secured Notes with the net cash proceeds from certain equity offerings at a redemption price equal to 108.750% of the principal amount thereof in the case of the Euro Notes and 108.375% of the principal amount thereof in the case of the Dollar Notes, in each case, plus accrued and unpaid interest to the redemption date, so long as at least 60% of the original aggregate principal amount of the Senior Secured Notes remains outstanding immediately after each such redemption and each such redemption occurs within 120 days after the date of the relevant equity offering. On or after November 1, 2015, the Senior Secured Notes Issuer may redeem all or a part of the Senior Secured Notes at the redemption prices set out below, if redeemed during the twelve-month period beginning on November 1 of the years indicated below:

If an event treated as a change of control of the Senior Secured Notes Issuer occurs, then the Senior Secured Notes Issuer must make an offer to repurchase the Senior Secured Notes at a purchase price in cash in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase.

The Senior Secured Notes Indenture contains covenants for the benefit of the holders of the Senior Secured Notes that, among other things, limit the ability of the Senior Secured Notes Issuer and its restricted subsidiaries to:

These limitations are, however, subject to a number of important qualifications and exceptions.

If the Senior Secured Notes are assigned an investment grade rating by Standard & Poor's and Moody's and no default has occurred and is continuing, certain covenants, including those governing the incurrence of debt and the limitation on guarantees by restricted subsidiaries, will be suspended.

To establish the relative rights of certain creditors under the financing arrangements, the Senior Secured Notes Issuer, each of the Senior Secured Notes guarantors and certain other members of the Group (together, along with any other members of the Group that accede to the Intercreditor Agreement, the "Debtors") entered into an intercreditor agreement with, among others, Wilmington Trust, National Association, as trustee under the Senior Secured Notes Indenture, and the agent under the North American ABL Facility. The Issuer has not acceded to the Intercreditor Agreement.

The Intercreditor Agreement sets out, among other things, the relative ranking of certain debt of the Debtors, when payments can be made in respect of debt of the Debtors, when enforcement action can be taken in respect of that debt, the terms pursuant to which certain of that debt will be subordinated upon the occurrence of certain insolvency events and turnover provisions.

Prior to this offering, there has been no public market for our ordinary shares. Future sales of substantial amounts of our ordinary shares in the public market, or the perception that such sales may occur, could adversely affect the prevailing market price of our ordinary shares. No prediction can be made as to the effect, if any, future sales of ordinary shares, or the availability of ordinary shares for future sales, will have on the market price of our ordinary shares prevailing from time to time.

Upon completion of this offering and the Repurchase, we will have ordinary shares outstanding. Of these ordinary shares, the ordinary shares being sold in this offering, plus any ordinary shares sold by us or the selling shareholders upon exercise of the underwriters' option to purchase additional ordinary shares, will be freely tradable without restriction under the Securities Act, except for any such ordinary shares which may be held or acquired by an "affiliate" of ours, as that term is defined in Rule 144 promulgated under the Securities Act, which ordinary shares will be subject to the volume limitations and other restrictions of Rule 144 described below. The remaining ordinary shares held by our existing shareholders upon completion of this offering and the Repurchase will be "restricted securities," as that phrase is defined in Rule 144, and may be resold only after registration under the Securities Act or pursuant to an exemption from such registration, including, among others, the exemptions provided by Rule 144 and 701 under the Securities Act, which rules are summarized below. These remaining ordinary shares held by our existing shareholders upon completion of this offering and the Repurchase will be available for sale in the public market after the expiration of the lock-up agreements described in "Underwriting," taking into account the provisions of Rules 144 and 701 under the Securities Act.

Under Rule 144, persons who became the beneficial owner of our ordinary shares prior to the completion of this offering and the Repurchase may not sell their ordinary shares until the earlier of (1) the expiration of a six-month holding period, if we have been subject to the reporting requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and have filed all required reports for at least 90 days prior to the date of the sale, or (2) a one-year holding period.

At the expiration of the six-month holding period, a person who was not one of our affiliates at any time during the three months preceding a sale would be entitled to sell an unlimited number of ordinary shares provided current public information about us is available, and a person who was one of our affiliates at any time during the three months preceding a sale would be entitled to sell within any three-month period only a number of ordinary shares that does not exceed the greater of either of the following:

At the expiration of the one-year holding period, a person who was not one of our affiliates at any time during the three months preceding a sale would be entitled to sell an unlimited number of our ordinary shares without restriction. A person who was one of our affiliates at any time during the three months preceding a sale would remain subject to the volume restrictions described above.

Sales under Rule 144 by our affiliates are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

Regulation S under the Securities Act provides that ordinary shares owned by any person may be sold without registration in the United States, provided that the sale is effected in an offshore transaction and no directed selling efforts are made in the United States (as these terms are defined in Regulation S), subject to certain other conditions. In general, this means that our ordinary shares may be sold in some other manner outside the United States without requiring registration in the United States.

In general, under Rule 701, any of our associates, directors, officers, consultants or advisors who purchased ordinary shares from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering, or who purchased ordinary shares from us after that date upon the exercise of options granted before that date, are eligible to resell such ordinary shares in reliance upon Rule 144 beginning 90 days after the date of this prospectus. If such person is not an affiliate, the sale may be made subject only to the manner-of-sale restrictions of Rule 144. If such a person is an affiliate, the sale may be made under Rule 144 without compliance with its one-year minimum holding period, but subject to the other Rule 144 restrictions.

We, our directors and executive officers and certain other shareholders have agreed with Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Goldman, Sachs & Co., on behalf of the underwriters, subject to certain exceptions and automatic extensions in certain circumstances, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or publicly disclose the intention to make any offer, sale, pledge or disposition, of any of our ordinary shares or securities convertible into or exercisable or exchangeable for any of our ordinary shares during the period from the date of the underwriting agreement to be executed by us in connection with this offering continuing through the date that is 180 days after the date of the underwriting agreement, except with the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Goldman, Sachs & Co., on behalf of the underwriters. See "Underwriting."

The following discussion describes material United States federal income tax consequences to a United States Holder (as defined below), under current law, of the purchase, ownership, and disposition of our ordinary shares. This discussion is based on the federal income tax laws of the United States as of the date of this prospectus, including the United States Internal Revenue Code of 1986, as amended (the "Code"), existing and proposed Treasury regulations promulgated thereunder, judicial authority, published administrative positions of the United States Internal Revenue Service ("IRS") and other applicable authorities, all as of the date of this prospectus. All of the foregoing authorities are subject to change, which change could apply retroactively and could significantly affect the tax consequences described below. We have not sought any ruling from the IRS with respect to the statements made and the conclusions reached in the following discussion and there can be no assurance that the IRS or a court will agree with our statements and conclusions. This summary does not address any estate or gift tax consequences or any state, local or non-United States tax consequences.

This discussion applies only to a United States Holder (as defined below) that holds our ordinary shares as capital assets for United States federal income tax purposes (generally, property held for investment). The discussion neither addresses the tax consequences to any particular investor nor describes all of the tax consequences applicable to persons in special tax situations, such as:

If an entity or arrangement treated as a partnership for United States federal income tax purposes holds ordinary shares, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partner and the partnership. A partnership holding our ordinary shares, or a partner in such a partnership, should consult its own tax advisors regarding the tax consequences of investing in and holding the ordinary shares.

The following discussion is for informational purposes only and is not a substitute for careful tax planning and advice. Each prospective investor considering the purchase of ordinary shares should consult its own tax advisors with respect to the application of the United States federal income tax laws to its particular situation, as well as any tax consequences arising under the federal estate or gift tax laws or other federal non-income tax laws or the laws of any state, local or non-United States taxing jurisdiction and under any applicable tax treaty.

For purposes of the discussion below, a "United States Holder" is a beneficial owner of our ordinary shares that is, for United States federal income tax purposes:

Subject to the passive foreign investment company and controlled foreign corporation rules discussed below, the gross amount of any distribution that we make to you with respect to our ordinary shares (including the amount of taxes withheld therefrom, if any) will be taxable as a dividend, to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. Such income will be includable in your gross income on the day actually or constructively received by you. To the extent the amount of the distribution exceeds our current and accumulated earnings and profits, such excess amount will be treated first as a tax-free return of capital and first be applied against and reduce your adjusted tax basis in your ordinary shares, but not below zero. Any excess will be treated as capital gain and will be treated as described below under "—Disposition of the Ordinary Shares." Because we do not intend to determine our earnings and profits on the basis of United States federal income tax principles, any distribution paid generally will be reported as a "dividend" for United States federal income tax purposes.

Dividends received by a non-corporate United States Holder, including an individual, may qualify for the lower rates of tax applicable to "qualified dividend income," if the dividends are paid by a "qualified foreign corporation" and other conditions discussed below are met. A non-United States corporation is treated as a qualified foreign corporation (i) with respect to dividends paid by that corporation on shares that are readily tradable on an established securities market in the United States (such as the NYSE) or (ii) if such non-United States corporation is eligible for the benefits of a

qualifying income tax treaty with the United States that includes an exchange of information program. However, a non-United States corporation will not be treated as a qualified foreign corporation if it is a passive foreign investment company in the taxable year in which the dividend is paid or the preceding taxable year. We believe, but we cannot assure you, that dividends we pay on our ordinary shares generally should, subject to applicable limitations, be eligible for such reduced rates of taxation.

Even if dividends would be treated as paid by a qualified foreign corporation, a non-corporate United States Holder will not be eligible for reduced rates of taxation if it does not hold our ordinary shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date or if such United States Holder elects to treat the dividend income as "investment income" pursuant to Section 163(d)(4) of the Code. For purposes of determining whether a holder has held our ordinary shares for the requisite period, such holding period shall be reduced for periods in which the risk of loss is diminished. In addition, the rate reduction will not apply to dividends of a qualified foreign corporation if the non-corporate United States Holder receiving the dividend is obligated to make related payments with respect to positions in substantially similar or related property.

Under Section 904(h) of the Code, dividends paid by a non-United States corporation that is at least 50% owned by United States Holders may be treated as income derived from sources within the United States rather than from sources without the United States for foreign tax credit purposes to the extent the non-United States corporation has more than an insignificant amount of income from sources within the United States. The effect of this rule, for the current year and any applicable future year, may be to treat a portion of the dividends paid by us as income derived from sources within the United States for foreign tax credit purposes. Such treatment may adversely affect a shareholder's ability to use foreign tax credits.

You should consult your own tax advisors regarding the availability of the lower tax rates applicable to qualified dividend income for, and the possible impact of Section 904(h) on, any dividends that we pay with respect to the ordinary shares, as well as the effect of any change in applicable law after the date of this prospectus.

You will recognize gain or loss on a sale or exchange of ordinary shares in an amount equal to the difference between the amount realized on the sale or exchange and your tax basis in the ordinary shares. Subject to the passive foreign investment company and controlled foreign corporation rules discussed below, such gain or loss generally will be capital gain or loss. Capital gains of a non-corporate United States Holder, including an individual, that has held the ordinary share for more than one year are eligible for reduced tax rates. The deductibility of capital losses is subject to limitations.

Any gain or loss that you recognize on a disposition of our ordinary shares generally will be treated as United States-source income or loss for foreign tax credit limitation purposes. You should consult your tax advisors regarding the proper treatment of gain or loss, as well as the availability of a foreign tax credit, in your particular circumstances.

2014, or for any future taxable year or that the IRS will not take a contrary position. Kirkland & Ellis LLP, our United States tax counsel, therefore expresses no opinion with respect to our PFIC status for any taxable year or our beliefs and expectations relating to such status set forth in this discussion.

A non-United States corporation such as ourselves will be treated as a PFIC for United States federal income tax purposes for any taxable year if, applying applicable look-through rules, either:

For this purpose, passive income generally includes, among other things, dividends, interest, royalties and rents (other than certain royalties and rents derived in the active conduct of a trade or business and not derived from a related person). We will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, more than 25% by value of the stock.

Changes in the composition of our income or composition of our assets may cause us to become a PFIC. The determination of whether we will be a PFIC for any taxable year also may depend in part upon the value of our goodwill and other unbooked intangibles not reflected on our balance sheet (which may be determined based upon the market value of the ordinary shares from time to time). Among other matters, if our market capitalization is less than anticipated or subsequently declines, we may become a PFIC for the current or future taxable years if our liquid assets and cash (which are for this purpose considered assets that produce passive income) then represent a greater percentage of our overall assets. Further, while we believe our classification methodology and valuation approach is reasonable (including, where relevant, any approach taken with respect to our market capitalization), it is possible that the IRS may challenge our classification or valuation of our goodwill and other unbooked intangibles, which may result in our being or becoming a PFIC for the current or one or more future taxable years.

If we are a PFIC for any taxable year during which you hold ordinary shares, we will continue to be treated as a PFIC with respect to you for all succeeding years during which you hold ordinary shares, unless we cease to be a PFIC and you make a "deemed sale" election with respect to the ordinary shares, as applicable. If such election is made, you will be deemed to have sold the ordinary shares you hold at their fair market value on the last day of the last taxable year in which we qualified as a PFIC and any gain from such deemed sale would be subject to the rules described in the following two paragraphs. After the deemed sale election, so long as we do not become a PFIC in a subsequent taxable year, your ordinary shares with respect to which such election was made will not be treated as shares in a PFIC, and, as a result, you will not be subject to the rules described below with respect to any "excess distribution" you receive from us or any gain from an actual sale or other disposition of the ordinary shares. You are strongly urged to consult your tax advisors as to the possibility and consequences of making a deemed sale election if we are and then cease to be a PFIC and such an election becomes available to you.

If we are a PFIC for any taxable year during which you hold ordinary shares, then, unless you make a "mark-to-market" election (as discussed below), you generally will be subject to special and adverse tax rules with respect to any "excess distribution" that you receive from us and any gain that you recognize from a sale or other disposition, including a pledge, of the ordinary shares. For this purpose, distributions that you receive in a taxable year that are greater than 125% of the average

annual distributions that you received during the shorter of the three preceding taxable years or your holding period for the ordinary shares will be treated as an excess distribution. Under these rules:

If we are a PFIC for any taxable year during which a United States Holder holds our ordinary shares and any of our non-United States subsidiaries also is a PFIC or we make direct or indirect equity investments in other entities that are PFICs, such United States Holder would be treated as owning a proportionate amount (by value) of the shares of each such non-United States subsidiary or entity classified as a PFIC (each such subsidiary or entity, a lower-tier PFIC) for purposes of the application of these rules. Each United States Holder should consult its own tax advisors regarding the application of the PFIC rules to any lower-tier PFICs.

If we are a PFIC for any taxable year during which you hold ordinary shares, then in lieu of being subject to the tax and interest-charge rules discussed above, you may make an election to include gain on our ordinary shares as ordinary income under a mark-to-market method, provided that our ordinary shares constitute "marketable stock." Marketable stock is stock that is regularly traded on a qualified exchange or other market, as defined in applicable Treasury regulations. We expect our ordinary shares will be listed on the NYSE, which is a qualified exchange or other market for these purposes. Consequently, if our ordinary shares remain listed on the NYSE and are regularly traded, we expect that the mark-to-market election would be available to you if we became a PFIC, but no assurances are given in this regard.

Because a mark-to-market election cannot be made for any lower-tier PFICs that we may own, a United States Holder may continue to be subject to the general PFIC rules with respect to such United States Holder's indirect interest in any investments held by us that are treated as an equity interest in a PFIC for United States federal income tax purposes.

In certain circumstances, a United States Holder of shares in a PFIC may avoid the adverse tax and interest-charge regime described above by making a "qualified electing fund" election to include in income its share of the corporation's income on a current basis. However, you may make a qualified electing fund election with respect to your ordinary shares only if we agree to furnish you annually with a PFIC annual information statement as specified in the applicable Treasury regulations. We currently do not intend to prepare or provide the information that would enable you to make a qualified electing fund election.

If we are a PFIC for any taxable year during which we are a controlled foreign corporation within the meaning of the Code and you are a 10% United States Shareholder (as defined under "—Controlled Foreign Corporation" below) with respect to us, we generally will not be treated as a PFIC with respect to you for the portion of such taxable year that you are a 10% United States Shareholder.

A United States Holder that holds our ordinary shares in any year in which we are classified as a PFIC will be required to file an annual report containing such information as the United States Treasury Department may require. You should consult your own tax advisors regarding the application

of the PFIC rules to your investment in our ordinary shares and the availability, application and consequences of the elections discussed above.

Under the "controlled foreign corporation" ("CFC") rules of the Code, certain United States Holders may under certain circumstances be required to include as ordinary income for United States federal income tax purposes amounts attributable to some or all of our earnings in advance of the receipt of cash attributable to such amounts if the company or certain of its subsidiaries is a CFC. A non-United States corporation generally will be classified as a CFC if United States persons, each of whom owns, directly or indirectly, at least 10% of the voting stock of such corporation ("10% United States Shareholders"), own in the aggregate more than 50% of the voting power or value of the stock of such corporation. If the company or certain of its subsidiaries qualify as a CFC for an uninterrupted period of 30 days or more during the taxable year, then each United States Holder that is a 10% United States Shareholder generally will be required to include in its taxable income its proportionate share of certain types of undistributed income of the CFC (e.g., certain dividends, interest, rents and royalties, gain from the sale of property producing such income and certain income from sales and services) and, in certain circumstances of earnings of the CFC that are treated as invested in United States property. In addition, gain on the sale of our ordinary shares by such a United States Holder (during the period that we are a CFC and thereafter for a five-year period) may be re-characterized in whole or in part as dividend income. You should consult your own tax advisors regarding the application of the controlled foreign corporation rules to your investment in our ordinary shares.

Information reporting to the IRS and backup withholding generally will apply to dividends in respect of our ordinary shares, and the proceeds from the sale or exchange of our ordinary shares, that are paid to you within the United States (and in certain cases, outside the United States). However, backup withholding generally will not apply if you furnish a correct taxpayer identification number and make any other required certification, generally on IRS Form W-9, or you otherwise establish an exemption from backup withholding. Backup withholding is not an additional tax. Amounts withheld as backup withholding generally are allowed as a credit against your United States federal income tax liability, and you may be entitled to obtain a refund of any excess amounts withheld under the backup withholding rules if you file an appropriate claim for refund with the IRS and furnish any required information in a timely manner.

Each United States Holder should consult its own tax advisors regarding the application of the information reporting and backup withholding rules.

Each United States Holder who is an individual generally will be required to report our name, address and such information relating to an interest in the ordinary shares as is necessary to identify the class or issue of which its ordinary shares are a part. These requirements are subject to exceptions, including an exception for ordinary shares held in accounts maintained by certain financial institutions and an exception applicable if the aggregate value of all "specified foreign financial assets" (as defined in the Code) does not exceed certain thresholds.

Each United States Holder should consult its own tax advisors regarding the application of these information reporting rules.

Provisions under the Code and Treasury regulations thereunder, commonly referred to as "FATCA," may impose 30% withholding on certain "withholdable payments" and "foreign passthru payments" (each as defined in the Code) made by a "foreign financial institution" (as defined in the Code) that has entered into, or is otherwise subject to, an agreement with the IRS to perform certain diligence and reporting obligations with respect to the foreign financial institution's accounts (each such foreign financial institution, a "Participating Foreign Financial Institution"). Because we may be treated as a Participating Foreign Financial Institution, such withholding may be imposed on payments on our ordinary shares (to the extent such payments are considered foreign passthru payments) to any foreign financial institution (including an intermediary through which a holder may hold ordinary shares) that is not a Participating Foreign Financial Institution or any other investor who does not provide information sufficient to establish that the investor is not subject to withholding under FATCA, unless such foreign financial institution or investor is otherwise exempt from FATCA. The term "foreign passthru payment" is not yet defined and it is therefore not clear whether or to what extent payments on the ordinary shares would be considered foreign passthru payments. Withholding on foreign passthru payments would not be required with respect to payments made before January 1, 2017. The United States has entered into intergovernmental agreements with certain non-United States jurisdictions that will modify the FATCA withholding regime described above and which may affect whether we are treated as a Participating Foreign Financial Institution. It is not yet clear how the intergovernmental agreements will address foreign passthru payments and whether such intergovernmental agreements may relieve foreign financial institutions of any obligation to withhold on foreign passthru payments. Prospective investors should consult their tax advisors regarding the potential impact of FATCA, or any intergovernmental agreement or non-United States legislation implementing FATCA, on their investment in the ordinary shares.

FATCA IS PARTICULARLY COMPLEX AND ITS APPLICATION TO THE COMPANY, THE ORDINARY SHARES AND THE HOLDERS IS SUBJECT TO CHANGE. EACH HOLDER OF ORDINARY SHARES SHOULD CONSULT ITS OWN TAX ADVISOR TO OBTAIN A MORE DETAILED EXPLANATION OF FATCA AND TO LEARN HOW FATCA MIGHT AFFECT EACH HOLDER IN ITS PARTICULAR CIRCUMSTANCE.

Certain United States Holders that are individuals, estates or trusts are required to pay an additional 3.8% tax on, among other things, interest, dividends and gains from the sale or other disposition of capital assets. Each United States Holder that is an individual, estate or trust should consult its own tax advisors regarding the effect, if any, of this tax provision on their ownership and disposition of ordinary shares.

THE ABOVE DISCUSSION DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A PARTICULAR INVESTOR. YOU ARE STRONGLY URGED TO CONSULT YOUR OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO YOU OF AN INVESTMENT IN THE ORDINARY SHARES.

Tax Regime Applicable to Capital Gains Realized Upon Disposal of Ordinary Shares

The following is a summary discussion of the material Luxembourg tax considerations of the acquisition, ownership and disposition of your ordinary shares that may be applicable to you if you acquire our ordinary shares.

It is not intended to be, nor should it be construed to be, legal or tax advice. This discussion is based on Luxembourg laws and regulations as they stand on the date of this prospectus and is subject to any change in law or regulations or changes in interpretation or application thereof (and which may possibly have a retroactive effect). Prospective investors should therefore consult their own professional advisers as to the effects of state, local or foreign laws and regulations, including Luxembourg tax law and regulations, to which they may be subject.

As used herein, a "Luxembourg individual" means an individual resident in Luxembourg who is subject to personal income tax (impôt sur le revenu) on his or her worldwide income from Luxembourg or foreign sources, and a "Luxembourg corporate holder" means a company (that is, a fully taxable collectivité within the meaning of Article 159 of the Luxembourg Income Tax Law) resident in Luxembourg subject to corporate income tax (impôt sur le revenu des collectivités) on its worldwide income from Luxembourg or foreign sources. For purposes of this summary, Luxembourg individuals and Luxembourg corporate holders are collectively referred to as "Luxembourg Holders." A "non-Luxembourg Holder" means any investor in shares of the Issuer other than a Luxembourg Holder.

No registration tax or stamp duty will be payable by a holder of shares in Luxembourg solely upon the disposal of shares or by sale or exchange.

We and the selling shareholders are offering the ordinary shares described in this prospectus through a number of underwriters. Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Goldman, Sachs & Co. are acting as joint book-running managers of this offering and as representatives of the underwriters. We and the selling shareholders have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, we and the selling shareholders have severally agreed to sell to the underwriters, and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of ordinary shares listed next to its name in the following table:

The underwriters are committed to purchase all the ordinary shares offered by us and the selling shareholders if they purchase any ordinary shares. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or this offering may be terminated.

The underwriters propose to offer the ordinary shares directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $ per ordinary share. After the initial public offering of the ordinary shares, the offering price and other selling terms may be changed by the underwriters. Sales of ordinary shares made outside of the United States may be made by affiliates of the underwriters. The offering of the ordinary shares by the underwriters is subject to receipt and acceptance and subject to the underwriters' right to reject any order in whole or in part. The representatives have advised us that the underwriters do not intend to confirm discretionary sales in excess of 5% of the ordinary shares offered in this offering.

The underwriters have an option to buy up to additional ordinary shares from us and the selling shareholders. The underwriters have 30 days from the date of this prospectus to exercise this option to purchase additional ordinary shares. If any ordinary shares are purchased with this option, the underwriters will purchase ordinary shares in approximately the same proportion as shown in the table above. If any additional ordinary shares are purchased, the underwriters will offer the additional ordinary shares on the same terms as those on which the ordinary shares are being offered.

The underwriting fee is equal to the public offering price per ordinary share less the amount paid by the underwriters to us and the selling shareholders per ordinary share. The underwriting fee is $ per ordinary share. The following tables show the per ordinary share and total underwriting discounts and commissions to be paid to the underwriters assuming both no exercise and full exercise of the underwriters' option to purchase additional ordinary shares.

We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $ .

A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The underwriters may agree to allocate a number of ordinary shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

We, our directors and executive officers and certain other shareholders have entered into lock-up agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Goldman, Sachs & Co., on behalf of the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Goldman, Sachs & Co., (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of our ordinary shares or any securities convertible into or exercisable or exchangeable for our ordinary shares (including, without limitation, any of our ordinary shares or such other securities which may be deemed to be beneficially owned by such directors, executive officers, managers and members in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) or publicly disclose the intention to make any offer, sale, pledge or disposition, or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of our ordinary shares or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of any of our ordinary shares or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to the registration of any of our ordinary shares or any security convertible into or exercisable or exchangeable for our ordinary shares. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, we issue an earnings release or material news or a material event relating to our company occurs; or (2) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

We and the selling shareholders have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

We will apply to have our ordinary shares approved for listing on the NYSE under the symbol " ."

In connection with this offering, the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing and selling ordinary shares in the open market for the purpose of preventing or retarding a decline in the market price of the ordinary shares while this offering is in progress. These stabilizing transactions may include making short sales of the ordinary shares, which involves the sale by the underwriters of a greater number of ordinary shares than they are required to purchase in this offering, and purchasing ordinary shares on the open market to cover positions created by short sales. Short sales may be "covered" shorts, which are short positions in an amount not greater than the underwriters' option to purchase additional ordinary shares referred to above, or may be "naked" shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their option, in whole or in part, or by purchasing ordinary shares in the open market. In making this determination, the underwriters will consider, among other things, the price of ordinary shares available for purchase in the open market compared to the price at which the underwriters may purchase ordinary shares through their option. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the ordinary shares in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase ordinary shares in the open market to cover the position.

The underwriters have advised us that, pursuant to Regulation M of the Securities Act of 1933, they may also engage in other activities that stabilize, maintain or otherwise affect the price of the ordinary shares, including the imposition of penalty bids. This means that if the representatives of the underwriters purchase ordinary shares in the open market in stabilizing transactions or to cover short sales, the representatives can require the underwriters that sold those ordinary shares as part of this offering to repay the underwriting discount received by them.

These activities may have the effect of raising or maintaining the market price of the ordinary shares or preventing or retarding a decline in the market price of the ordinary shares, and, as a result, the price of the ordinary shares may be higher than the price that otherwise might exist in the open market. The underwriters may carry out these transactions on the NYSE, in the over-the-counter market or otherwise. If the underwriters commence these activities, they may discontinue them at any time.

Prior to this offering, there has been no public market for our ordinary shares. The initial public offering price will be determined by negotiations between us and the representatives of the underwriters. In determining the initial public offering price, we and the representatives of the underwriters expect to consider a number of factors including:

Neither we, the selling shareholders, nor the underwriters can assure investors that an active trading market will develop for our ordinary shares, or that the ordinary shares will trade in the public market at or above the initial public offering price.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to us and to persons and entities with relationships with us, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of ours (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

In relation to each Member State of the European Economic Area (each, a "Relevant Member State"), no offer of ordinary shares may be made to the public in that Relevant Member State other than:

Each person in a Relevant Member State who initially acquires any ordinary shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive. In the case of any ordinary shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the ordinary shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any ordinary shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

We, the representatives and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

This prospectus has been prepared on the basis that any offer of ordinary shares in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of ordinary shares. Accordingly any person making or intending to make an offer in that Relevant Member State of ordinary shares which are the subject of this offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither we nor the underwriters have authorized, nor do they authorize, the making of any offer of ordinary shares in circumstances in which an obligation arises for us or the underwriters to publish a prospectus for such offer.

For the purpose of the above provisions, the expression "an offer to the public" in relation to any ordinary shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the ordinary shares to be offered so as to enable an investor to decide to purchase or subscribe the ordinary shares, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member States) and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are "qualified investors" (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.

The ordinary shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses

under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX listing rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the ordinary shares or this offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to this offering, us or the ordinary shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of ordinary shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA ("FINMA"), and the offer of ordinary shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of ordinary shares.

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority ("DFSA"). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The ordinary shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the ordinary shares offered should conduct their own due diligence on the ordinary shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission ("ASIC"), in relation to this offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the "Corporations Act"), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the ordinary shares may only be made to persons (the "Exempt Investors") who are "sophisticated investors" (within the meaning of section 708(8) of the Corporations Act), "professional investors" (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the ordinary shares without disclosure to investors under Chapter 6D of the Corporations Act.

The ordinary shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under this offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring ordinary shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision,

investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

The ordinary shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the ordinary shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to ordinary shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

The ordinary shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, "Japanese Person" shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of ordinary shares may not be circulated or distributed, nor may the ordinary shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the ordinary shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that

corporation or that trust has acquired the ordinary shares pursuant to an offer made under Section 275 of the SFA except:

The address of Merrill Lynch, Pierce, Fenner & Smith Incorporated is One Bryant Park, New York, New York 10036; the address of J.P. Morgan Securities LLC is 383 Madison Avenue, New York, New York, 10179; and the address of Goldman, Sachs & Co. is 200 West Street, New York, New York, 10282; the address of Robert W. Baird & Co. Incorporated is 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202; the address of Barclays Capital Inc., is 745 Seventh Avenue, New York, New York 10019; the address of BMO Capital Markets Corp. is 3 Times Square, New York, New York 10036.

We estimate that expenses of this offering, excluding underwriting discounts and commissions, incurred by us will be as follows:

Certain legal matters in connection with this offering will be passed upon for us by Kirkland & Ellis International LLP, 30 St Mary Axe, London, EC3A 8AF, United Kingdom. Certain partners of Kirkland & Ellis International LLP are members of a limited partnership that is an investor in one or more investment funds affiliated with Sun Capital. The validity of the ordinary shares will be passed upon for us by Loyens & Loeff Luxembourg S.à r.l., 18-20, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg. Latham & Watkins LLP, 885 Third Avenue, New York, New York, 10022, is acting as counsel to the underwriters.

The consolidated financial statements as of December 31, 2013, 2012 and 2011 and for each of the three years in the three year period ended December 31, 2013 of Twist Beauty S.à r.l. & Partners S.C.A., and the combined financial statements as of December 30, 2012 and January 1, 2012 and for the 364-day period ended December 30, 2012 of the cosmetics business of Rexam plc included in this prospectus have been so included in reliance on the audit reports of PricewaterhouseCoopers Audit, an independent registered public accounting firm, given on the authority of such firm as experts in auditing and accounting. The address of PricewaterhouseCoopers Audit is 63 rue de Villiers, 92208 Neuilly-sur-Seine, France. PricewaterhouseCoopers Audit is a member of the Compagnie Régionale des Commissaires aux Comptes de Versailles.

We have filed a registration statement on Form F-1, of which this prospectus is a part, with the Securities and Exchange Commission, or SEC, relating to this offering. This prospectus does not contain all of the information in the registration statement, including the exhibits filed with the registration statement. You should read the registration statement and the exhibits filed as part of the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not complete, and in each instance we refer you to the copy of the contract or document filed or incorporated by reference as an exhibit to the registration statement for a more complete description of the matter involved.

Upon declaration of effectiveness of the registration statement of which this prospectus is a part, we will become subject to the informational requirements of the Securities Exchange Act of 1934, applicable to foreign private issuers. As a foreign private issuer, we are exempt from certain rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our ordinary shares. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as US companies whose securities are registered under the Exchange Act. However, we will file with the SEC an annual report on Form 20-F, containing financial statements audited by an independent accounting firm, and other information. You may inspect and copy reports and other information filed with the SEC at the public reference room in Washington, D.C. at 100 F Street, N.E., Washington, D.C. 20549. You can also request copies of those documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. The SEC also maintains an Internet site that contains reports and information statements and other information regarding issuers, like us, that file with the SEC. The website address is http://www.sec.gov. You may also request a copy of these filings, at no cost, by writing or telephoning us as follows: 1 Avenue du Général de Gaulle, 92230 Gennevilliers, France, Attn.: Investor Relations.

Twist Beauty S.à r.l. & Partners S.C.A.

Condensed interim consolidated financial statements

for the periods ended June 30, 2014 and June 30, 2013

In thousands $

Continuing operations:
Revenue	5.1	818,272		768,581
Cost of sales	5.2	(662,736	)	(628,762	)


Gross profit		155,536		139,819
Selling and administrative expenses	5.3	(101,292	)	(94,634	)
Restructuring and project costs	5.4	(18,461	)	(15,514	)
Other income/(expense)	5.5	(7,427	)	(15,263	)


Operating profit		28,356		14,408
Financial income		212		1,655
Financial expense		(39,547	)	(38,925	)


Financial result	5.6	(39,335	)	(37,270	)
Share of profit of associates		219		205
Profit (loss) from continuing operations before income taxes		(10,760	)	(22,657	)
Income tax expense		(6,400	)	(4,885	)


Profit (loss) from continuing operations		(17,160	)	(27,542	)
Loss for the period		(17,160	)	(27,542	)


Attributable to:
Owners of the parent		(17,162	)	(27,524	)
Non-controlling interests		2		(18	)


Basic and diluted earnings per share (in USD)	5.7	(78.72	)	(127.34	)

The notes are an integral part of these condensed interim consolidated financial statements

Twist Beauty S.à r.l. & Partners S.C.A.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

In thousands $

Loss for the period	(17,160	)	(27,542	)


Other comprehensive income:
Items that will not be reclassified to profit or loss
Actuarial gains/(losses) on post-employment benefit plans	(7,386	)	—
Tax effects	857		—
Items that will not be reclassified to profit or loss	(6,529	)	—
Items that may be reclassified to profit or loss
Net change in foreign currency translation adjustments	6,538		(2,525	)
Items that may be reclassified to profit or loss	6,538		(2,525	)


Total other comprehensive income for the period, net of tax	9		(2,525	)


Total comprehensive income for the period	(17,151	)	(30,067	)




Attributable to:
i) Owners of the parent	(17,153	)	(30,049	)
ii) Non-controlling interests	2		(18	)

The notes are an integral part of these condensed interim consolidated financial statements.

In thousands $

Non-current assets
Goodwill	6.1	117,001	116,638
Intangible assets	6.2	112,693	118,651
Property, plant and equipment	6.2	494,661	458,351
Deferred tax assets		14,271	11,709
Investments in associates		739	520
Other financial assets	6.3	6,637	7,260


Total non-current assets		746,002	713,129




Current assets
Other financial receivables	6.4	13,362	20,148
Inventories	6.5	186,273	169,069
Trade and other receivables	6.6	330,499	288,053
Cash and cash equivalents	6.7	57,930	85,292
Assets held for sale	6.14	4,252	29,023


Total current assets		592,316	591,585


Total assets		1,338,318	1,304,714

The notes are an integral part of these condensed interim consolidated financial statements.

Twist Beauty S.à r.l. & Partners S.C.A.

CONSOLIDATED BALANCE SHEETS—EQUITY AND LIABILITIES

In thousands $

Equity
Capital stock	6.8	304		303
Additional paid-in capital		17,214		17,693
Retained earnings and other components of equity		36,118		53,280
Other comprehensive income		(43,433	)	(43,442	)


Equity excluding non-controlling interests		10,203		27,834


Non-controlling interests		74		72


Total equity		10,277		27,906




Non-current liabilities
Borrowings	6.9/6.10	680,731		678,591
Deferred tax liabilities		53,758		55,853
Pensions and other post-employment benefit obligations	6.15	65,984		57,373
Other long-term employee benefit obligations	6.15	7,012		6,410
Termination benefits	6.15	2,352		2,531
Non-current provisions	6.11	3,311		3,512


Total non-current liabilities		813,148		804,270




Current liabilities
Borrowings	6.9/6.10	116,201		86,870
Other financial payables	6.12	18,507		35,414
Trade and other payables	6.13	365,732		322,119
Income taxes payable		7,091		7,400
Current provisions	6.11	7,362		16,380
Liabilities held for sale	6.14	—		4,355


Total current liabilities		514,893		472,538


Total liabilities		1,328,041		1,276,808


Total equity and liabilities		1,338,318		1,304,714

The notes are an integral part of these condensed interim consolidated financial statements.

In thousands $

Loss for the period	(17,162	)	(27,541	)
Adjustments for:
Share of profit of associates	(219	)	(205	)
Income tax expense recognized in profit or loss	6,400		4,885
Net finance costs	39,335		37,269
Depreciation and amortization	37,795		33,850
Use of government grant(5)	(4,249	)	—
Net (gain)/loss on disposal of assets	723		368
Movements in working capital(1)	(21,017	)	(86,710	)
Movements in working capital—inventories	(17,531	)	(25,149	)
Movements in working capital—receivables	(46,468	)	(62,061	)
Movements in working capital—payables	42,983		499
Change in provisions	(8,609	)	(3,561	)
Income taxes paid	(7,839	)	(23,001	)


Cash flow from operating activities	25,158		(64,646	)


Acquisitions of assets	(49,530	)	(47,257	)
Loans (advances)/repayments(2)	4,484		(262	)
Disposal of assets	520		1,118
Acquisition of subsidiary, net of cash acquired(3)	260		(12,134	)
Other(4)	153		17,649


Cash flow used in investing activities	(44,112	)	(40,886	)


Loans issued	6,556		10,330
Factoring	26,222		13,047
Repayment of loans	(8,623	)	(2,487	)
Interest paid	(31,491	)	(29,296	)
PEC/CPEC redemption	(479	)	—


Cash flow from (used in) financing activities	(7,815	)	(8,407	)


Net increase/(decrease) in cash and cash equivalents	(26,769	)	(113,939	)


Cash and cash equivalents at beginning of the period	83,632		220,885
Effects of exchange rate variations on the cash balance held in foreign currencies	(69	)	(2,074	)


Cash and cash equivalents at end of the period	56,795		104,872

The notes are an integral part of the condensed interim consolidated financial statements.

Twist Beauty S.à r.l. & Partners S.C.A.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	Attributable to owners of the parent

In thousands $	Capital stock		Additional paid-in capital			Consolidated reserves and retained earnings			Unrealized gains (losses)			Cumulative translation adjustments			Total			Non controlling interest			Total equity
January 1, 2014		303		17,693			53,280			(5,031	)		(38,411	)		27,834			72			27,906


Loss for the period		—		—			(17,162	)		—			—			(17,162	)		2			(17,160	)
Other comprehensive income		—		—			—			(6,529	)		6,538			9			—			9


Total comprehensive income		—		—			(17,162	)		(6,529	)		6,538			(17,153	)		2			(17,151	)


Proceeds of share issue		1		—			—			—			—			1			—			1
CPEC redemption		—		(479	)		—			—			—			(479	)		—			(479	)


June 30, 2014		304		17,214			36,118			(11,560	)		(31,873	)		10,203			74			10,277




January 1, 2013		302		17,601			103,580			(6,433	)		(11,452	)		103,598			71			103,669


Loss for the period		—		—			(27,524	)		—			—			(27,524	)		(18	)		(27,542	)
Other comprehensive income		—		—			—			—			(2,525	)		(2,525	)		—			(2,525	)


Total comprehensive income		—		—			(27,524	)		—			(2,525	)		(30,049	)		(18	)		(30,067	)


June 30, 2013		302		17,601			76,056			(6,433	)		(13,977	)		73,549			53			73,602

In the six-month period ended June 30, 2014, Preferred Equity Certificates were redeemed for USD 1.1 million (impact of USD 0.6 million in Borrowings and USD 0.5 million in Equity).

The notes are an integral part of the condensed interim consolidated financial statements.

Twist Beauty S.à r.l. & Partners S.C.A.

Notes to the condensed interim consolidated financial statements

In thousands of USD

Notes to the condensed interim consolidated financial statements (Continued)

These notes are an integral part of the condensed interim consolidated financial statements for the six-month periods ended June 30, 2014 and June 30, 2013.

Twist Beauty S.à r.l. & Partners S.C.A. (the "Company") domiciled in Luxembourg and registered in the Luxembourg Trade and Companies Registry (Registre du Commerce et des Sociétés de Luxembourg) under number B 161913 is an affiliate of Sun Capital Partners V LP. The Company and the subsidiaries included in the scope of consolidation constitute Albéa Group ("Albéa"). The Group was created by Sun Capital after the acquisition of the Beauty Packaging business from Rio Tinto Alcan on July 2, 2010.

Albéa Beauty Holdings S.A., the bond issuer, is held by Twist Beauty S.à r.l. & Partners S.C.A. via two other holding companies. These four entities except financing and holding activities did not carry out any operating activities in the six-month periods ended June 30, 2014 and June 30, 2013.

Albéa is one of the world's leading producers of plastic packaging products for the beauty and cosmetics industry, providing a wide range of solutions for the make-up, fragrance, skincare, personal and oral care markets. The operational headquarters of Albéa are located in Gennevilliers, France. Albéa employs about 16 000 people and operates 38 manufacturing facilities in 14 different countries across Europe, the Americas and Asia.

The consolidated financial statements are presented in thousands of US dollars and all values are rounded to the nearest thousand ('000) except where otherwise indicated.

Albéa's consolidated financial statements for the period ended June 30, 2014 and June 30,2013 were authorized for issue by the Board of directors on August 5, 2014.

The accounting policies and practices applied are the same as those applied for the consolidated financial statements for the year ended December 31, 2013.

Albéa's condensed interim consolidated financial statements are prepared in accordance with IAS 34—Interim Financial Reporting. They do not contain all the disclosures required for annual consolidated financial statements and should therefore be read in conjunction with the Group's annual consolidated financial statements for the year ended December 31, 2013, prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by IASB.

The preparation of condensed interim financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying

Notes to the condensed interim consolidated financial statements (Continued)

Albéa's accounting policies. The areas involving a higher degree of judgment or complexity or areas where assumptions and estimates are significant to the condensed interim consolidated financial statements are disclosed in Note 2.2.5.

The condensed interim consolidated financial statements have been prepared under the historical cost convention as modified by revaluation at fair value of the underlying assets and liabilities of acquired subsidiaries at the date when the control was achieved.

Since January 1, 2014, the Group has applied the new interpretation IFRIC 21 "Levies" as issued by the IASB.

IFRIC 21 "Levies" clarifies that the obligating event that gives rise to a liability to pay a levy is the activity described in the relevant legislation that triggers the payment of the levy. The impact on the operating profit as at June 2013 and June 2014 is an additional expense of USD 1.5 million.

2.2.3. Accounting standards and interpretations issued by the IASB and applicable for financial years beginning on January 1, 2015

IFRS 9 "Financial Instruments" aims at replacing IAS 39 "Financial Instruments—Recognition and Measurement". It is a 3-phase project where only phase 1, "Classification and Measurement" was issued. Phase 2, "Impairment Methodology", and phase 3 "Hedge Accounting", have not yet been issued.

Amendment to IFRS 9 and IFRS 7 "Mandatory Effective Date and Transition Disclosures" postpones the mandatory application date of those standards to January 1, 2015 and modifies the requirements on transition disclosures.

The preparation of condensed interim consolidated financial statements requires management to exercise its judgment and make estimates and assumptions. These estimates and underlying assumptions are based on past experience and other factors considered reasonable under the circumstances.

They serve as the basis for any judgment required for determining the carrying amounts of assets and liabilities when such amounts cannot be obtained directly from other sources.

The main sources of uncertainty relating to estimates used to prepare the condensed interim consolidated financial statements were the same as those described in the full year annual consolidated financial statements for the year ended December 31, 2013, with the exception of changes in estimates that are required in determining the provision for income taxes.

Notes to the condensed interim consolidated financial statements (Continued)

2.2.5. Specific items concerning the preparation of interim financial statements

For the purposes of preparing the Group's condensed interim consolidated financial statements, the following calculations and estimates are applied in addition to the recognition, measurement and presentation rules described in Note 2.2.1.

On February 18th, 2014 Albéa completed the transfer of its subsidiary Cotuplas SAS to AISA for euros 200,000 generating a USD (2.1) million non-cash loss already recognized in the 2013 financial statements, in accordance with IFRS 5.

As described below, Albéa has two operating segments, and reports the corporate costs not allocated to either of these two segments in the "Corporate" category:

Albéa also presents data based on three geographical market, consisting of its three main geographic markets: Europe, Americas (of which North America—includes US and Mexican activities—and South America) and Asian countries (of which China and South Asia).

Adjusted EBITDA excludes certain income and expenses (restructuring costs and severance costs, non-operational fees, shareholders' management fees, separation costs from Rexam, acquisitions and integration costs, other compensation and termination benefits, unrealized foreign exchange (gains) losses, (gains) losses on disposals, impairment, bargain purchase gain).

Notes to the condensed interim consolidated financial statements (Continued)

Operating segments are reported in a manner which is consistent with the internal reporting provided to Chief Operating Decision Maker. The Chief Operating Decision Maker, who is responsible for allocating resources and assessing the performance of the operating segments, has been identified as the executive committee that assesses performance and allocates resources.

Notes to the condensed interim consolidated financial statements (Continued)

The "Other" for the corporate includes mainly management fees recharged to the other segments.

Notes to the condensed interim consolidated financial statements (Continued)

Revenue represents sales of goods deriving from Albéa's main activities, net of value added tax (VAT).

Notes to the condensed interim consolidated financial statements (Continued)

At June 30, 2014, the main components of restructuring and projects net costs are as follows:

At 30 June 2013, the main components of the restructuring and project costs are as follows:

Notes to the condensed interim consolidated financial statements (Continued)

Breakdown of Financial result

Cost of net debt	(36,156	)	(38,098	)
Interest costs on net debt	(30,962	)	(29,612	)
Amortized costs	(1,495	)	(1,520	)
Foreign exchange losses on net debt	(2,327	)	(1,056	)
Unrealized foreign exchange losses on net debt	(1,372	)	(5,910	)
Other financial expense	(3,391	)	(827	)
Interest costs on pensions	(1,462	)	(775	)
Actuarial losses on other benefit obligations	(448	)	—
Other financial expense	(1,481	)	(52	)


Financial expense	(39,547	)	(38,925	)


Other financial income
Other financial income	212		1,655


Financial income	212		1,655


Net finance costs	(39,335	)	(37,270	)

Notes to the condensed interim consolidated financial statements (Continued)

Interest costs on net debt are mainly due to the Bonds USD (27.6) million. The unrealized foreign exchange losses on the net debt as at June 30, 2013 are also linked to the Bonds USD (3.7) million.

The increase of the period is mainly linked to the capital expenditures of the period.

Notes to the condensed interim consolidated financial statements (Continued)

It represents USD 13.3 million China government grant to be received in during the second semester of 2014. An agreement has been signed on April 24, 2013 with the Chinese government for the compensation to receive on Shanghai factory relocation (USD 49.7 million). As of June 30, 2014, USD 35.5 million has been received in cash.

Cash and cash equivalents comprise cash in bank accounts and on hand, short-term deposits held on call with banks and highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value, less bank overdrafts that are repayable on demand.

Notes to the condensed interim consolidated financial statements (Continued)

The capital of Twist Beauty Sarl & Partners S.C.A. amounts to EUR 218,028 and is represented by 1 management share, 202,217 class A shares, 12,320 class B0 shares, 1,750 class B1 shares and 1,740 class B2 shares, all with a par value of 1 EUR and all fully paid up.

Asset Based Lending/Factoring: Transferred assets under these factoring arrangements are Trade receivables for the CGA European arrangement and Hong-Kong arrangement, and Trade receivables and Inventories for the ABL US arrangement.

In accordance with IAS 39.30, these transferred assets are not derecognized in the financial statements as Albéa is still considered as "continuing involved" in the recoverability of these assets. When risk and rewards attached to receivables are transferred, the assets are not anymore recognized (USD 11.9 million as at June 30, 2014).

In the six-month period ended June 30, 2014, Preferred Equity Certificate were redeemed for USD 1.1 million (impact of USD 0.6 million in Borrowings and USD 0.5 million in Equity).

Notes to the condensed interim consolidated financial statements (Continued)

In thousands $

Asset Based Lending/Factoring	78,421		52,109
PEC—Preferred Equity Certificates	1,905		2,512
Bonds, net	636,790		638,070
Finance lease liabilities	42,638		36,718
Other (excluding bank facilities and bank overdraft)	36,043		34,392


Borrowings excluding bank facilities and bank overdraft (A)	795,797		763,801


Short-term bank deposits and investments	5,500		4,093
Cash in bank accounts and on hand	52,430		81,199
Bank facilities and bank overdraft	(1,135	)	(1,660	)


Net Cash and cash equivalents (B)	56,795		83,632


Net Debt (A)-(B)	739,002		680,169

Notes to the condensed interim consolidated financial statements (Continued)

The provision for restructuring mainly includes restructuring plan launches in several sites.

Provisions for litigation and claims were recognized for all litigation (commercial, employee, and tax-related) identified at June 30, 2014.

Notes to the condensed interim consolidated financial statements (Continued)

The capital increased as at 10 July 2014 by issuance of 625 class B3 shares. The new subscribed capital amounts to EUR 218,653.

Twist Beauty S.à r.l. & Partners S.C.A.

Consolidated Financial Statements

For the years ended December 31, 2013, 2012 and 2011

To the board of directors and to the shareholders
Twist Beauty S.à r.l. & Partners S.C.A.

We have audited the accompanying consolidated balance sheets of Twist Beauty S.à r.l. & Partners S.C.A. and its subsidiaries (the "Group") as of December 31, 2013, December 31, 2012 and December 31, 2011, and the related consolidated statements of income, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2013. These financial statements are the responsibility of the Group's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Twist Beauty S.à r.l. & Partners S.C.A. and its subsidiaries at December 31, 2013, December 31, 2012 and December 31, 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

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PricewaterhouseCoopers Audit SA, 63, rue de Villiers 92208 Neuilly-sur-Seine Cedex
Téléphone: +33 (0)1 56 57 58 59, Fax: +33 (0)1 56 57 58 60, www.pwc.fr
Société d'expertise comptable inscrite au tableau de l'ordre de Paris - Ile de France. Société de commissariat aux comptes membre de la compagnie régionale de
Versailles.Société Anonyme au capital de 2 510 460 €. Siège social : 63, rue de Villiers 92200 Neuilly-sur-Seine. RCS Nanterre 672 006 483. TVA n° FR 76 672 006 483.
Siret 672 006 483 00362. Code APE 6920 Z. Bureaux : Bordeaux, Grenoble, Lille, Lyon, Marseille, Metz, Nantes, Neuilly-Sur-Seine, Nice, Poitiers, Rennes, Rouen,
Strasbourg, Toulouse.

In thousands $	Note

Continuing operations:
Revenue	5.1	1,553,060		950,225		1,009,444


Cost of sales	5.2	(1,273,894	)	(783,806	)	(826,089	)


Gross profit		279,166		166,420		183,355
Selling and administrative expenses	5.3	(184,409	)	(112,781	)	(123,858	)
Restructuring and project costs	5.4	(46,515	)	(49,808	)	(28,229	)
Impairment charges	5.5	(4,673	)	(1,379	)	(41	)
Bargain purchase gain		0		2,392		4,273
Other income/(expense)	5.6	(26,383	)	(2,067	)	(1,651	)


Operating profit		17,187		2,777		33,849
Financial income	5.7	15,319		7,721		544
Financial expense	5.7	(76,375	)	(27,541	)	(7,134	)


Financial result		(61,055	)	(19,820	)	(6,590	)
Share of profit of associates	5.8	344		(94	)	309


Profit (loss) from continuing operations before income taxes		(43,525	)	(17,137	)	27,568
Income tax expense	5.9	(6,776	)	(9,126	)	(8,936	)


Profit (loss) from continuing operations		(50,300	)	(26,263	)	18,632
Attributable to:
Owners of the parent		(50,300	)	(26,161	)	17,183
Non-controlling interests		(0	)	(102	)	1,449


Basic and diluted earnings per share (in USD)	7.5	(232.56	)	(121.44	)	138.09

Twist Beauty S.à r.l. & Partners S.C.A.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

In thousands $

Profit for the year	(50,300	)	(26,263	)	18,632


Other comprehensive income:
*Items that will not be reclassified to profit or loss*
Actuarial gains/(losses) on post-employment benefit plans	1,610		(6,164	)	(1,604	)
Tax effects	(208	)	1,234		100


Items that will not be reclassified to profit or loss	1,402		(4,930	)	(1,504	)


*Items that may be reclassified to profit or loss*
Net change in foreign currency translation adjustments	(26,959	)	3,230		(12,326	)


Items that may be reclassified to profit or loss	(26,959	)	3,230		(12,326	)


Total other comprehensive income (expense) for the period, net tax	(25,557	)	(1,699	)	(13,830	)


Total comprehensive income / (expense)	(75,858	)	(27,962	)	4,802


Related to:
i) Owners of the parent	(75,859	)	(27,863	)	3,556
ii) Non-controlling interests	1		(99	)	1,246

In thousands $	Note

Non-current assets
Goodwill	6.1	116,638	119,439	11,843
Intangible assets	6.2	118,651	129,310	4,960
Property, plant and equipment, net	6.2	458,351	407,536	216,663
Deferred tax assets	5.9	11,709	13,751	8,050
Investments in associates	8.1	520	689	1,056
Other financial assets	6.4	7,260	24,341	7,433
Total non-current assets		713,128	695,066	250,005


Current assets
Other financial receivables	6.3	20,148	0	0
Inventories	6.5	169,069	158,478	85,483
Trade and other receivables	6.6	288,053	268,147	148,059
Cash and cash equivalents	6.7	85,292	224,997	28,372
Assets held for sale	6.8	29,023	18,878	0


Total current assets		591,585	670,500	261,914




Total assets		1,304,714	1,365,565	511,919

Twist Beauty S.à r.l. & Partners S.C.A.

CONSOLIDATED BALANCE SHEET—EQUITY AND LIABILITIES

In thousands $	Note

Equity
Capital stock	6.9	303		302		300
Additional paid-in capital		17,693		17,601		19,197
Retained earnings and other components of equity		53,280		103,580		154,585
Other accumulated comprehensive income (loss)		(43,443	)	(17,886	)	(16,184	)


Equity excluding non-controlling interests		27,834		103,598		157,898




Non-controlling interests		72		71		170


Total equity		27,906		103,669		158,068




Non-current liabilities
Borrowings	6.10	678,591		650,692		24,726
Deferred tax liabilities	5.9	55,852		66,578		31,971
Pensions	6.11	57,373		56,053		35,871
Other long-term employee benefit obligations	6.11	6,410		6,964		4,273
Termination benefits	6.11	2,531		2,700		0
Non-current provisions	6.12	3,512		8,963		13,653
Other financial payables		0		1,182		2,822


Total non-current liabilities		804,270		793,132		113,316




Current liabilities
Borrowings	6.10	86,870		81,447		46,287
Other financial payables	6.15	35,414		0		0
Trade and other payables	6.13	322,119		358,372		182,764
Income taxes payable		7,400		20,543		4,127
Current provisions	6.12	16,380		8,403		7,357
Liabilities held for sale	6.8	4,355		0		0


Total current liabilities		472,538		468,765		240,535




Total liabilities		1,276,808		1,261,897		353,851




Total equity and liabilities		1,304,714		1,365,565		511,919

In thousands $

Profit (loss) from the period		(50,300	)	(26,263	)	18,632
Adjustments for :
Share of profit of associates		(344	)	94		(309	)
Income tax expense recognized in profit or loss		6,776		9,126		8,937
Net finance costs	5.7	61,055		19,820		6,590
Depreciation and amortization		75,301		32,830		24,235
Use of government grant (non cash)(7)		(8,346	)			0
Bargain purchase gain		0		(2,392	)	(4,273	)
Net gain/(loss) on disposal of assets		2,827		(622	)	(34	)
Movements in working capital(1)	6.6 / 6.13	(44,867	)	20,575		30,863
Movements in working capital—inventories		(20,762	)	(2,646	)	18,619
Movements in working capital—receivables		(23,710	)	(12,321	)	25,446
Movements in working capital—payables		(395	)	35,542		(13,202	)
Change in provisions	6.12	4,412		(8,447	)	(1,611	)
Income taxes paid(2)		(29,523	)	(10,000	)	(14,444	)


Cash flow from operating activities		16,990		34,722		68,586




Acquisitions of assets(3)		(102,504	)	(76,094	)	(62,463	)
Loans advances/repayments (third and related parties)		(0	)	(17,573	)	0
Disposal of assets		3,056		2,333		894
Acquisition of subsidiary, net of cash acquired(4)(5)		(26,073	)	(387,446	)	5,616
Dividend received from associates		513		0		0
Other(6)		34,630		1,774		(1,540	)


Cash flow used in investing activities		(90,379	)	(477,005	)	(57,493	)




Loans issued	6.10	13,964		666,970		5,583
Factoring	6.10	(12,835	)	(2,185	)	25,735
Repayment of loans	6.10	(5,622	)	(1,057	)	(51,406	)
Interest paid	5.7	(59,455	)	(4,585	)	(2,261	)
CPEC redemption	6.10	0		(27,299	)	0
Increase/(decrease) in capital		93		198		755


Cash flow from (used in) financing activities		(63,855	)	632,042		(21,594	)




Net increase / (decrease) in cash and cash equivalents		(137,244	)	189,759		(10,501	)


Cash and cash equivalents at beginning of the period		220,872		27,395		39,059
Effects of exchange rate variations on the cash balance held in foreign currencies		5		3,718		(1,163	)


Cash and cash equivalents at end of the period	6.7	83,633		220,872		27,395

Twist Beauty S.à r.l. & Partners S.C.A.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

In thousands $

December 31, 2010	247	18,495		137,402		0		(2,556	)	153,588		(1,107	)	152,511




Net income				17,183						17,183		1,449		18,632
Other comprehensive income						(1,504	)	(12,123	)	(13,627	)	(203	)	(13,830	)
Total comprehensive income	0	0		17,183		(1,504	)	(12,123	)	3,556		1,246		4,802
Change in group holding	53	702								755		0		755


December 31, 2011	300	19,197		154,585		(1,504	)	(14,679	)	157,898		170		158,068




Net income				(26,161	)					(26,161	)	(99	)	(26,260	)
Other comprehensive income						(4,930	)	3,227		(1,703	)	0		(1,703	)
Total comprehensive income	0	0		(26,161	)	(4,930	)	3,227		(27,863	)	(99	)	(27,962	)
Capital increases	2	196								198				198
CPEC redemption (see §6.10)		(1,792	)	(24,844	)					(26,637	)			(26,637	)


December 31, 2012	302	17,601		103,580		(6,434	)	(11,452	)	103,598		71		103,669




Net income				(50,300	)					(50,300	)	1		(50,299	)
Other comprehensive income						1,402		(26,959	)	(25,557	)	0		(25,557	)
Total comprehensive income	0	0		(50,300	)	1,402		(26,959	)	(75,859	)	1		(75,858	)
Capital increase	1	92								93				93


December 31, 2013	303	17,693		53,280		(5,032	)	(38,411	)	27,834		72		27,906

Twist Beauty S.à r.l. & Partners S.C.A.

Notes to the 2013 Consolidated Financial Statements

In thousands of USD

Twist Beauty S.à r.l & Partners S.C.A. is the ultimate parent entity which was created by Sun Capital after the acquisition of the Beauty Packaging business from Rio Tinto Alcan on July 2, 2010. Twist Beauty S.à r.l & Partners S.C.A. is contemplated to be the issuer for the purpose of the initial public offering of Albéa. The Consolidated Financial Statements as at December 31, 2013 have been prepared at the level of Twist Beauty S.à r.l & Partners S.C.A.

Twist Beauty S.à r.l & Partners S.C.A. (the "Company") is domiciled in Luxembourg and registered in the Luxembourg Trade and Companies Registry (Registre du Commerce et des Sociétés de Luxembourg) under number B-161913 is an affiliate of Sun Capital Partners V LP. The Company and the subsidiaries included in the scope of consolidation (see Note 8 to the 2013 consolidated financial statements) constitute Albéa Group ("Albéa" or "the Group"). The scope of consolidation was impacted by the acquisition of HPC Poland in 2013 (see note 3.6).

Albéa is one of the world's leading producers of plastic packaging products for the beauty and cosmetics industry, providing a wide range of solutions for the make-up, fragrance, skincare, personal and oral care markets. The operational headquarters of Albéa are located in Gennevilliers, France. Albéa employs about 16,000 people and operates 38 manufacturing facilities in 14 different countries across Europe, the Americas and Asia.

The consolidated financial statements are presented in thousands of US dollars and all values are rounded to the nearest thousand ('000) except where otherwise indicated.

Albéa's consolidated financial statements for the years ended December 31, 2013, 2012 and 2011 were authorized for issue by the Board of Directors on June 25, 2014.

Due to the acquisition date of Rexam PC business (December 31, 2012) and in accordance with the IFRS accounting principles, Rexam entities were only recognized in Albéa's balance sheet as at December 31, 2012. The 2012 consolidated income statement and the consolidated cash flow statement did not include Rexam entities' operations and only included historical Albéa entities' operations and cash flows.

Albéa's consolidated financial statements for the year ended December 31, 2013 were prepared in accordance with the international accounting standards as adopted by the International Accounting Standards Board (IASB). These international accounting standards include International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) and the related interpretations as prepared by the International Financial Reporting Interpretations Committee (IFRIC).

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods and balances presented, unless otherwise stated.

The standards and interpretations applied to prepare the December 31, 2013 consolidated financial statements are those published by the IASB at December 31, 2013, and applicable as of that date.

The preparation of financial statements in compliance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying Albéa's accounting policies. The areas involving a higher degree of judgment or complexity or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 2.3.4.

The consolidated financial statements have been prepared under the historical cost convention as modified by revaluation at fair value of the underlying assets and liabilities of acquired subsidiaries at the date when the control was achieved.

Since January 1, 2013, the Group has applied the following new amendments, standards and interpretations as issued by the IASB. Their application had no material effect on the Group's financial statements.

In June 2011, the IASB published amendments to IAS 19—Employee Benefits regarding the recognition of defined benefit plans. The main amendments of the standard are:

The revised standard which we applied retrospectively has no material effects on the consolidated financial statements as at December 31, 2013.

This amendment improves the consistency and clarity of the presentation of items in the other comprehensive income (OCI). It requires presenting separately the items that have to be reclassified to profit and loss. When items of OCI are presented before tax, the tax effect must split on the same basis (see "Consolidated statement of comprehensive income")

Amendment to IAS 16 clarifies the classification of spare parts and servicing equipment. The impact of this amendment is not material.

Amendment to IAS 32 clarifies the accounting for the tax effect of distributions to holders of equity instruments. Income tax related to distributions is recognized in the income statement, and income tax related to the costs of equity transactions is recognized in equity.

IFRS 10 "Consolidated Financial Statements" provides a single consolidation model that identifies control as the basis for consolidation for all types of entities. IFRS 10 supersedes IAS 27 "Consolidated and Separate Financial Statements" and SIC-12 "Consolidation—Special Purpose Entities."

IFRS 11 "Joint Arrangements" provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form (as currently the case). The standard addresses inconsistencies in the reporting of joint arrangements by requiring a single method to account for interests in jointly controlled entities that meet the definition of a joint venture.

IFRS 13 "Fair Value Measurement" defines fair value, sets out in a single IFRS framework for measuring fair value and requires disclosures about its measurements. IFRS 13 applies when other IFRSs require or permit fair value measurements. It does not introduce any new requirements to measure an asset or a liability at fair value, change what is measured at fair value in IFRSs or address how to present changes in fair value. The impact of this amendment is not material.

2.2.3 Accounting standards and interpretations issued by the IASB and applicable for financial years beginning on January 1, 2014 or January 1, 2015:

Other standards issued by the IASB applicable for years beginning on January 1, 2014 or January 1, 2015:

IFRIC 21 "Levies" clarifies what the obligating events are that give rise to a liability to pay a levy and when a liability should be recognized. This interpretation is applicable for financial years beginning on January 1, 2014. The potential impact is still under review.

The consolidated financial statements include all of the assets, liabilities, revenue, expenses and cash flows of Twist Beauty S.à r.l & Partners S.C.A. and its subsidiaries (collectively "Albéa"). For majority-owned and controlled subsidiaries included in Albéa, equity and net earnings attributable to outside shareholders are presented under Non-controlling interests in the consolidated balance sheet and income statement, respectively.

Subsidiaries constitute all entities (including special purposes entities) over which Albéa has control, where control is defined as the power to govern the entities' financial and operating policies in order to obtain benefits from their activities. Control is presumed to exist when Albéa owns more than fifty percent of the voting rights (which does not always equate to percentage ownership) unless it can be demonstrated that ownership does not constitute control. Generally, the Company has a shareholding of more than one half of the voting rights in its subsidiaries. The impact of potential voting rights that are currently exercisable is considered when assessing whether control exists. Subsidiaries are fully consolidated from the date control is transferred to the Company, and are de-consolidated from the date control ceases.

Albéa uses the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary corresponds to the fair value of the assets transferred and the equity interests issued by Albéa. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at fair value at the acquisition date.

On an acquisition-by-acquisition basis, Albéa recognizes any non-controlling interests in the acquiree either at fair value or based on the non-controlling interest's proportionate share of the acquiree's net assets.

Investments in subsidiaries are accounted for based on cost less impairment. Cost is adjusted to reflect changes in consideration arising from contingent consideration amendments. Cost also includes

directly attributable costs of investment. The excess of the consideration transferred corresponds to the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of Albéa's share of the identifiable net assets acquired, is recorded as goodwill. In the case of a bargain purchase, if this is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the income statement.

Inter-company transactions, balances and unrealized gains on transactions between Group companies are eliminated. Unrealized losses are also eliminated.

Joint ventures are entities over which the Company has joint control with one or more unaffiliated entities. Albéa accounts for its joint ventures using the equity method (see Note 2.2.2 E).

Items included in the financial statements of each of Albéa's entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in US dollars, which is Albéa's presentation currency.

The recognition and measurement of foreign currency transactions are defined by IAS 21—The Effects of Changes in Foreign Exchange Rates.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction or valuation in the case of items that are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement, except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within Financial income or Financial expense. All other foreign exchange gains and losses are presented in the income statement within Other income/(expense). Translation differences related to changes in amortized cost are recognized in profit or loss, and other changes in carrying amount are recognized in other comprehensive income.

As an exception to the rule described above, translation differences arising on long-term intra-group financing transactions that can be considered to form part of the net investment in a foreign subsidiary are recognized under transaction differences as a separate component of equity until the net investment is deconsolidated.

The results and financial position of all Albéa entities (none of which has the currency of a hyper-inflationary economy) whose functional currency differs from the presentation currency are translated into the presentation currency as follows:

Revenue from product sales comprises sales to third parties at invoiced amounts. Amounts billed to customers in respect of shipping and handling are classified as sales revenue where Albéa is responsible for carriage, insurance and freight. All shipping and handling costs incurred by Albéa are recognized as operating costs within cost of sales. If Albéa is acting solely as an agent, amounts billed to customers are offset against the relevant costs. Delivery is considered to have occurred when title and risk of loss have transferred to the customer.

Revenue from product sales, net of trade discounts, allowances and volume-based incentives, is recognized once delivery has occurred provided that persuasive evidence exists that all of the following criteria are met:

Cost of sales correspond to the amount paid for the direct costs of running the business including direct costs of materials, appropriate salaries and the amount due to external third parties for services directly related to revenue.

A government grant is recognized when there is reasonable assurance that the group will comply with the conditions attaching to it, and that the grant will be received.

When government grants relate to capital expenditures in Property, Plant and Equipment, they are recognized as a reduction in the depreciation charge over the useful life of the depreciable asset.

When they relate to operating expenditures, they are recognized in profit up to the related costs incurred for which the grant is intended to compensate.

Restructuring and project costs include certain income and expenses such as restructuring costs and severance costs, certain fees, acquisitions, integration and separation costs and moving costs.

Financial expenses comprise mainly interest payable on borrowings and interest expense component of finance lease payments. These financial expenses are recognized in profit or loss using the effective interest rate method.

Financial income comprises mainly interest on loans receivable from related parties and on the interest bearing components of its cash and cash equivalents.

Interest income is recognized using the effective interest method. When loans and receivables are impaired, Albéa reduces the carrying amount to its recoverable amount, corresponding to the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans and receivables are recognized using the original effective interest rate.

Income tax on the profit or loss for the periods presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity.

The current income tax charge is the expected tax payable on the taxable income for the year and calculated on the basis of the tax laws enacted or substantively enacted at the reporting date in the countries where Albéa subsidiaries and associates operate and generate taxable income.

Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

The impact on deferred tax assets and liabilities of a change in tax rates and laws is recognized in income in the period that the rate change is substantively enacted except to the extent that the tax arises from a transaction or event which is recognized, in the same or a different period, outside profit or loss (other comprehensive income or directly in equity) or a business combination.

Deferred tax assets and liabilities are measured using tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on the tax rates and laws that have been enacted or substantively enacted at the reporting date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available to recover this asset. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized and reflected through a valuation allowance recognized against deferred tax assets.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when they relate to income tax levied by the same tax jurisdiction and the Group intends to settle its current tax assets and liabilities on a net basis.

Significant judgment is required in determining the worldwide provision for income taxes and recording the related assets and liabilities. Group management establishes tax reserves and accrues interest thereon in expectation that some of Albéa's positions may be challenged. Management believes that Albéa's accruals for tax liabilities are sufficient to settle the probable outcome of all material tax litigations.

Goodwill, which corresponds to the excess of consideration transferred over Albéa's share in the fair value of the acquired company's assets, liabilities and contingent liabilities on the acquisition date, is recognized as an asset. Goodwill comprises non-identifiable items such as the know-how and business expertise of staff.

Goodwill is recorded in the functional currency of the acquired entity. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units (CGUs) or groups of CGUs that is expected to benefit from the synergies of the combination. Each CGU or group of CGUs to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill impairment tests are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying amount of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any impairment is recognized immediately as an expense and is not subsequently reversed.

When goodwill is allocated to a cash-generating unit (or group of cash-generating units) and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of, in this circumstance, is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit retained.

Intangible assets other than goodwill are carried at cost less accumulated amortization and impairment losses recognized.

They are depreciated over the estimated useful life of the related assets using the straight-line method. The main intangible assets are Customer relationships and existing technologies which are depreciated over 10 years.

Albéa incurs certain development costs in connection with producing and delivering products for specific customer needs.

Development costs that are directly attributable to these specific products are recognized as intangible assets when the following criteria are met:

Research costs, and development costs that do not meet the above criteria, are expensed as incurred.

Property, plant and equipment are carried at cost less any depreciation and impairment losses recognized.

The cost of property, plant and equipment is composed of its purchase price and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Major improvements that extend the useful life of an asset are capitalized and depreciated. On-going regular maintenance costs related to property, plant and equipment are expensed as incurred.

to 10% for buildings, from 6% to 10% for plant machinery and equipment and from 12.5% to 20% for vehicles, office and computer equipment and software (included within machinery and equipment).

When a test for impairment is conducted, the recoverable amount is assessed by reference to the higher of "value in use" (corresponding to the net present value of the expected future cash flows of the relevant cash-generating unit) and "fair value less costs to sell". Where there is no binding sale agreement or active market, fair value less costs to sell is based on the best information available to reflect the amount Albéa could receive for the cash-generating unit in an arm's length transaction. The estimates of future cash flows used for impairment tests are based on management's estimate of the present value of expected future revenue, costs and costs to sell. As a result of impairment tests, an impairment loss would be recognized in the amount of any excess of the carrying amount over the fair value less costs to sell of a non-current asset or disposal group held for sale.

The expected future cash flows of cash-generating units reflect long-term plans which are based on detailed research, analysis and iterative modeling to optimize the level of return from investment. Cost levels incorporated in the cash flow forecasts are based on the current long-term plan for the cash-generating unit. For impairment tests, recent cost levels are considered, together with expected changes in costs that are compatible with the current condition of the business and which meet the requirements of IAS 36—Impairment of Assets. IAS 36 includes a number of restrictions on the future cash flows that can be recognized in value in use assessments in respect of future restructurings and improvement-related capital expenditures.

Cash flows are based on Albéa's budget process and strategic plan for the first three years, and an extrapolation calculated for the last two years.

The discount rate applied in determining the net present value is based upon the expected market rate of return for a similar investment, regardless of the sources of financing.

Albéa leases various buildings, machinery and equipment from third parties under operating lease agreements. Under such operating lease agreements, total rent expense for each lease is recognized on a straight-line basis over the primary term of the lease agreement, and is included in Albéa's consolidated financial statements (Cost of sales or Selling and administrative expenses), depending on the nature of the leased assets, in Albéa's consolidated income statement.

Albéa also leases various buildings, machinery, and equipment from third parties under finance lease agreements. Under such capital lease agreements, upon inception of the lease, assets are stated at an amount equal to the fair value of the leased property or, if this is lower, the present value of the minimum lease payments at inception of the lease, less accumulated depreciation (see below) and impairment losses. Minimum lease payments are apportioned between the finance expense and the reduction of the outstanding liability. Assets under capital leases are amortized on a straight-line basis over the shorter of the useful lives of the assets or the primary lease term. Each lease payment is allocated between liabilities and financial expense. The corresponding rental obligations, net of financial expense, are included in other long-term payables. The interest element of the finance cost is

recognized in the income statement over the lease period in order to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Inventories are valued at the lower of cost or net realizable value, primarily on a weighted average cost basis. The weighted average cost of raw materials, work in progress and finished goods is calculated using the costs incurred in the current period (including purchase price of materials; freight, duties and customs; the cost of production, which includes labor costs, materials and other expenses which are directly attributable to the production process; and production overheads) and similar costs in opening inventory.

If the carrying amount of inventories is higher than their realizable value at year-end, an impairment loss is booked.

Trade receivables are initially recognized at fair value and are subsequently reduced by provisions for impairment. A provision for impairment of trade receivables is established when there is objective evidence that Albéa will not be able to collect all amounts due. Indications of impairment would include financial difficulties of the debtor, likelihood of the debtor's insolvency, default in payment or a significant deterioration in creditworthiness. Any impairment is recognized in the consolidated income statement within selling and administrative expenses. When a trade receivable is deemed uncollectible, it is written off against the provision for impairment account. Subsequent recoveries of amounts previously written off are credited against selling and administrative expenses in the consolidated income statement.

Cash and cash equivalents (with original maturities at inception of less than three months) comprise cash in hand and demand deposits as well as other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

For the purpose of the cash flow statement, cash and cash equivalents comprise cash at bank, cash in hand, short-term deposits with an original maturity of three months or less held for the purpose of meeting short-term cash commitments and bank overdrafts.

Amounts recognized as defined benefit liabilities correspond to the difference between the present value of defined benefit obligations and the fair value at the end of the reporting period of plan assets (if any) on the consolidated balance sheet. Any recognized assets are restricted, where applicable, to the present value of any amounts Albéa expects to recover by way of refunds from the plan or reductions in future contributions. Actuarial gains and losses arising in the year are charged or credited to other comprehensive income. For this purpose, actuarial gains and losses comprise both the impact

of changes in actuarial assumptions and experience adjustments arising due to differences between previous actuarial assumptions and what has actually occurred.

Other movements in the net surplus or deficit are recognized in the consolidated income statement, including current service costs, past service costs and the impact of any curtailments or settlements. The net interest expenses (income) relating to the discounting of the net funded position (defined benefit obligation less plan assets) is presented in net financial expenses in the income statement.

The most significant assumptions used in accounting for pension plans are the long-term rate of return on plan assets, the discount rate and mortality assumptions. The actual return on plan assets is used to calculate interest income on pension assets. The discount rate is used to determine the net present value of future liabilities. Each year, the unwinding of the discount on these liabilities is charged to interest expense, included in Net finance costs. The mortality assumption is used to project the future stream of benefit payments, which is then discounted to arrive at a net present value of liabilities.

The values attributed to plan liabilities are assessed in accordance with the advice of qualified actuaries.

Albéa's contributions related to defined contribution pension plans are charged to the consolidated income statement in the period to which the contributions are made.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Provisions for jubilee and other long-service benefits paid during the employees' service period are valued based on similar actuarial calculations to those used for post-employment benefits. Actuarial gains and losses are recognized in the other comprehensive income.

Albéa records provisions for the estimated present value of liabilities, as defined in IAS 37—Provisions, Contingent Liabilities and Contingent Assets. The ultimate cost to settle these liabilities is uncertain and cost estimates can vary in response to many factors. In addition, the expected timing of expenditure can also change. As a result, there could be significant adjustments to Albéa's provisions, which could result in additional expenses or recoveries affecting future results of operations. The types of liabilities for which Albéa establishes provisions and the related accounting policies for each type are as follows:

Site closure and restoration costs include the dismantling and demolition of infrastructure and the removal of residual material from disturbed areas. Estimated site closure and restoration costs are provided for in the accounting period when the legal or constructive obligation arising from the related disturbance occurs and it is probable that an outflow of resource will be required to settle the obligation. These costs are based on the net present value of estimated future costs. Provisions for site closure and restoration costs do not include any additional obligations which are expected to arise from future disturbance. The costs are estimated on the basis of a closure plan, are updated annually during the life of the operation to reflect known developments (e.g., revisions to cost estimates and to the estimated lives of operations) and are subject to formal review at regular intervals throughout each year.

The initial closure provision together with other movements in provisions for site closure and restoration costs, including those resulting from new disturbance, updated cost estimates, changes to the estimated lives of operations and revisions to discount rates, are capitalized within Property, Plant and Equipment. These costs are then depreciated over the remaining useful lives of the related assets.

Provisions for restructuring are recorded when Albéa's management is demonstrably committed to the restructuring plan and where such liabilities can be reasonably estimated. These costs are charged to restructuring costs in the consolidated income statement.

Provisions for other litigation and potential claims are made when it is probable that liabilities will be incurred and where such liabilities can be reasonably estimated. Depending on their nature, these costs may be charged to Cost of sales or Other income/(expense) in the consolidated income statement.

Albéa classifies its financial assets in the following categories: (a) at fair value through profit or loss, (b) as loans and receivables, and (c) as available-for-sale securities. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of financial assets at initial recognition.

Borrowings and other financial liabilities are recognized initially at fair value, net of transaction costs incurred, and are subsequently carried at amortized cost using the effective interest method. Any difference between the amounts originally received (net of transaction costs) and the redemption value is recorded to the consolidated balance sheet and subsequently amortized or accreted into income over the period to maturity using the effective interest method.

The effective interest rate is the rate that exactly discounts the expected stream of future cash flows through to maturity to the current net carrying amount of the liability on initial recognition. When calculating the effective interest rate of a financial liability, future cash flows are determined on the basis of contractual commitments.

Transaction costs are incremental costs that are directly attributable to the issue of the credit line. They include fees and commissions paid to agents and advisers, levies by regulatory agencies and securities exchanges, and transfer taxes and duties. Transaction costs do not include debt premiums, or allocations of internal administrative or overhead expenses.

For financial liabilities that are carried at amortized cost, transaction costs are included in the calculation of amortized cost using the effective interest rate method and, in effect, amortized through the income statement over the life of the instrument.

Albéa enters into derivative contracts designed to reduce exposure related to assets and liabilities or firm commitments. Albéa's policy with regard to financial risk management is set out in Note 7.1—Financial Risk Management.

All derivatives are initially recognized at their fair value on the date at which the derivative contract is entered into and are subsequently re-measured to fair value at each reporting date. Changes in the fair value of derivatives, which are not designated as a hedging instrument, are included in Other income/(expense). Albéa had no significant derivatives designated for hedge accounting treatment during the periods presented.

The component parts of compound instruments issued by Albéa are classified separately as financial liabilities and equity, in accordance with the substance of the contractual arrangement.

In the case of a bond that may be converted into a fixed number of equity shares, the fair value of the liability component is estimated at the date of issue using the prevailing market interest rate for a similar non-convertible instrument.

This amount is recorded on an amortized cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component upon issue from the fair value of the compound instrument as a whole. This is recognized and included in equity and is not subsequently re-measured.

Issue costs are apportioned between the liability and equity components of the convertible loan notes based on their relative carrying amounts at the date of issue. The portion relating to the equity component is charged directly against equity.

Albéa sells some of its trade accounts receivable under various programs. Where trade accounts receivable are sold without recourse, the amounts are de-recognized under the provisions of IAS 39—Financial Instruments: Recognition and Measurement from the consolidated balance sheet, as substantially all the risks and rewards associated with these receivables have been transferred. Where trade accounts receivable are sold with limited recourse, the amounts do not qualify for de-recognition, as Albéa has not transferred substantially all the risks and rewards associated with these receivables. Albéa accounts for limited recourse sales of trade accounts receivable as secured financing transactions, and such trade receivables continue to be recognized in Trade receivables and other.

Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction.

These instruments are presented in Level 2 of the fair value measurement hierarchy, unless their valuation depends significantly on non-observable parameters. In this case, they are presented at Level 3 of the fair value measurement hierarchy.

Non-current assets (or disposal groups) are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction which is considered highly probable by Albéa's management. They are stated at the lower of carrying amount and fair value less costs to sell.

2.3.4. Judgments in applying accounting policies and key sources of estimation uncertainty

Many of the amounts included in the consolidated financial statements involve the use of judgment and/or estimation. These judgments and estimates are based on management's best knowledge of the relevant facts and circumstances, taking into account previous experience, but actual results may differ from the amounts included in the consolidated financial statements.

The preparation of financial statements in compliance with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors including expectations of future events

that are considered to be reasonable and relevant under the circumstances. Actual results may differ from these estimates.

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below.

Assets are subject to impairment tests whenever changes in events or circumstances indicate that impairment may have occurred. Assets are written down to the higher of (a) fair value less costs to sell or (b) value in use. Value in use is calculated by discounting the expected cash flows from the asset at an appropriate discount rate which uses management's assumptions and estimates of the future performance of the asset. Differences between expectations and actual cash flows could result in differences in the amount of impairment charges required.

Inventories are carried at the lower of cost or net realizable value, which requires the estimation of the future sales price of goods. Any differences between the expected and actual sales price achieved will be recognized in the income statement in the period in which the sale is made.

The amounts of provisions recognized represent management's best estimates of the liabilities at the reporting date. Expectations will be revised each period until the actual liability is settled, with any difference accounted for in the period in which the revision is made.

Albéa is subject to income tax in a number of jurisdictions. Significant judgment is required in determining the provision for income tax as there are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Albéa recognizes liabilities based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were recorded, such differences will impact the current and deferred income tax provisions and results of operations in the period in which such determination is made.

The carrying amount of deferred tax assets is reviewed at each reporting date and increased or reduced as appropriate to reflect changes in the likelihood that a taxable profit will become available against which the deferred tax asset can be utilized. To assess the likelihood that a taxable profit will become available, the following factors are taken into account: results in previous years, forecasts of future results, non-recurring items that are unlikely to arise again in the future and the tax planning strategy. As a result, a substantial amount of judgment is involved in assessing Albéa's ability to utilize its tax loss carry forwards. If future results were substantially different from those expected, Albéa would have to increase or decrease the carrying amount of its deferred tax assets, which could have a material impact on its balance sheet and income statement.

Pensions and other long-term employee benefits obligations (see Note 6.11)

The present value of Albéa's defined benefit obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The main assumption used in determining the defined benefit obligations and net pension costs is the discount rate. Any changes in these assumptions may impact the amounts recorded in Albéa's consolidated financial statements.

Valuation of convertible preferred equity certificates ("CPECS") (See Note 6.10)

The component parts of compound instruments issued by Albéa are classified separately as financial liabilities and equity, in accordance with the substance of the contractual arrangement. In the case of a bond that may be converted into a fixed number of equity shares, the fair value of the liability component is estimated at the date of issue using the prevailing market interest rate for a similar non-convertible instrument.

In accordance with IFRS, the nominal value of this liability has been discounted to determine its carrying amount as at the reporting date, using an estimated fair value cost of debt discount rate of 12.10% over a 49-year maturity period, as explained in Note 6.10 Borrowings and other financial liabilities. The explicit interest rate within the CPECS is 0%. A 12.10% rate has been obtained by looking at the market rate of debt available on similar borrowings at the date of issue. Had a different cost of debt been calculated, and interest charged annually, the amount recognized in the consolidated financial statements on initial recognition, and in subsequent years, may have differed from the values presented here.

In accordance with IFRS, the nominal value of the PECS has been discounted to determine the carrying amount of the liability as at the reporting date using an estimated cost of debt discount rate of 12.10% over a 49-year maturity period, as explained in Note 6.9 Borrowings and other financial liabilities.

The interest rate explicit within the PECS is 5.5%. A 12.10% rate has been obtained by looking at the market rate of debt available on similar borrowings at the date of issue and represents a fair value estimate of the interest rate. Had a different cost of debt been calculated and interest charged annually, the amount recognized in the consolidated financial statements on initial recognition, and in subsequent years, may have differed to those values presented here. More details on the current carrying amount are provided in Note 6.10 Borrowings and other financial liabilities.

Twist Beauty Packaging S.C.A., an affiliate of Sun Capital Partners V LP, has been created on March 29, 2010. Prior to July 2, 2010, the company did not hold any investment in subsidiaries and its activity was limited to the activity of a holding company.

On July 2, 2010, the Company acquired the Beauty Packaging business from Rio Tinto Alcan to form the Albéa Group ("the Group"). This acquisition mainly took the form of share deals. Asset deals were completed in the United States, Canada and Brazil.

As a consequence of the acquisition of all Groups' operations on July 2, 2010, all assets, liabilities and contingent liabilities had been fair valued in accordance with IFRS 3—Business combination at this date. Following this exercise, the excess of acquirer's interest in the net fair value of acquiree's identifiable assets, liabilities and contingent liabilities over consideration paid had been recognized through the income statement for the period ended December 31, 2010.

Following the signature of a definitive share purchase agreement on February 2, 2011, with an accounting effect from December 31, 2010, Albéa acquired the Betts group by the issuance of shares. Betts is a producer of laminate tubes that operates six plants in the UK, Poland, Mexico, India and Indonesia.

Albéa acquired 52.88% of the Iona TopCo Limited and its subsidiaries and 100% of Betts Central Europe Holdings Limited (UK) and its subsidiary to its shareholder Sun Capital, through its entities Twist Beauty Packaging Holding UK and Cebal Tuba Sp zoo (Poland).

At the end of this operation, Albéa holds 52.88% of Betts group (excluding activities in Poland) and 100% of its activities in Poland.

On June 20, 2011, Twist Beauty Packaging SCA acquired from its Shareholder Sun Capital 100% of Iona Luxembourg Sarl which hold 47.12% of Iona TopCo Limited.

At the end of these two transactions, Albéa group holds 100% of the Betts group.

The transaction has been treated as a combination of entities or businesses under common control in accordance with IFRS3R.

The assets and liabilities acquired are measured at the predecessor basis value and as such, there were no changes in the historical consolidated carrying amounts of assets, liabilities and shareholders' equity / (deficit) in the consolidated financial statements. No goodwill is generated from transaction between entities under common control (see note 6.1 for acquired goodwill).

The acquisition of Betts group increased the Group equity for USD 9,629 thousand.

The acquisition impacts of Betts Group's acquisition as at December 31, 2010 on Albéa's balance sheet is detailed below:

In thousands $		December 31, 2010

Iona Topco Investment			17,214
Paid in cash and cash equivalents			3,359


Acquisition price (A)(1)			20,573




ASSETS
Non-current assets
Goodwill			11,845
Property, plant and equipment			36,359


Total non-current assets			48,204




Current assets
Inventories			11,214
Trade receivables and other			30,800
Cash and cash equivalents (including $3.3 million paid to Betts International Ltd)			18,676
Assets held for sale			0


Total current assets			60,689


Total assets			108,894




LIABILITIES
Non-current liabilities
Deferred income tax liabilities			0
Post-retirement benefits			684
Provisions			986


Total non-current liabilities			1,670




Current liabilities
Borrowings			49,394
Trade payables and other			40,946


Total current liabilities			90,340




Total liabilities			92,011




Net attributable assets acquired (B)			16,883




Iona lux (C) (2)			13,319




Net Equity Acquired D=B+C			30,202




Impact in shareholders equity (D) - (A)			9,629

The companies acquired by Twist Beauty Packaging Holding UK had a loan of GBP 32,000 thousand granted by the Bank of Montreal.

Following the acquisition, Twist Beauty Packaging Holding Corp (USA) and Twist Beauty Packaging Holding UK executed a series of intercompany loans to refund the Bank of Montreal loan.

The contribution of BETTS in the consolidated income statement for the period ended December 31, 2011, is the following:

On June 27, 2011, 100% of the capital share of Twist Beauty Packaging S.à r.l. (ex Twist Beauty Packaging SCA—ex ultimate company of Albéa) was sold to Twist Beauty S.à r.l. & Partners S.C.A. These two entities are controlled by Sun Capital Partners.

Under IFRS rules, this transaction is analysed as a reorganisation of an existing group that has not changed the substance of the reporting group. As a result, the consolidated financial statements of the "new group" (due to the change of the ultimate holding) are presented in continuity with the consolidated financial statements of the previous group.

Therefore, from June 27, 2011 Twist Beauty S.à r.l. & Partners S.C.A. is the new parent company of the Albéa Group. The equity capital stock and the additional paid in capital as at December 31, 2010 are those of the Twist Beauty Packaging SCA. The equity capital stock and the additional paid in capital as at December 31, 2011 are those of the Twist Beauty S.à r.l. & Partners S.C.A.

On November 10, 2011, Albéa entered into an Asset Purchase Agreement with Eyelematic Manufacturing Company, Inc. (CT, USA), Echo Manufacturing Company, Inc. (CT, USA) and Seemar Real Estate, LLC, (CT, USA) to acquire Property Plant and Equipment and Working Capital for a total consideration of USD 9.7 million.

The operations acquired consist of three manufacturing facilities located in Watertown, Connecticut and employ around 200 people. These facilities manufacture niche metal and injection-molded products such as caps, jars and lids. Their products are used in conjunction with packaging products manufactured by other group companies for Albéa's customers.

The acquired assets were bought by two Albéa companies created for the acquisition: Albéa Metal Americas, Inc. (Delaware, USA) and Albéa Metal Real Estate, Inc. (Delaware, USA). All assets, liabilities and contingent liabilities had been recorded at fair value in accordance with IFRS3R "business combinaison" at the acquisition date.

In thousands $		November 10, 2011

Acquisition price (A)			9,679


ASSETS
Non-current assets
Intangible			500
Property, plant and equipment			11,588


Total non-current assets			12,088




Current assets
Inventories			4,800
Trade receivables and other			2,539
Cash and cash equivalents			0
Assets held for sale			0


Total current assets			7,339




Total assets			19,427




LIABILITIES
Current liabilities
Borrowings			0
Trade payables and other			2,644
Deferred tax liabilities			2,831


Total current liabilities			5,475




Total liabilities			5,475




Net attributable assets acquired (B)			13,952




Bargain purchase gain (B) - (A)			4,273

During 2011, Albéa Metal encountered severe financial difficulties. The acceptance of Albéa's offer and the recognition of the bargain purchase gain, was in part due to (i) the Albéa's ability to structure the transaction in a way that would satisfy the various stakeholders, including customers and shareholders, within a short timeframe, and (ii) Albéa's financial strength and limited competitors.

Albéa Metal's contribution to the consolidated income statement for the period from November 10, 2011 to December 31, 2011 is as follows:

On April 20, 2012, Albéa signed an agreement to acquire Tex China (the official name of the company is Zhongshan Meiquan Plastic Products Co Ltd). Tex China produces fragrance and cosmetic products such as mascaras, lip gloss, lipstick, jars, and compacts. The company operates three sites located in Zhongshan (Guangdong Province) and employs 700 people. Albéa acquired all of Tex China's shares for USD 10,144 thousand from individuals (via two sub-holdings). The objective of this acquisition is to increase Albéa's molding capacities in China in the CRP segment.

In thousands $		April 20, 2012

Acquisition price (A)			10,144




ASSETS
Property, plant and equipment			7,040
Deferred tax asset			568


Total non-current assets			7,608




Inventories			2,201
Trade receivables and other			4,192
Cash and cash equivalents			2,587


Total current assets			8,980




Total assets			16,589




LIABILITIES
Deferred tax liabilities			410
Provisions			351


Total non-current liabilities			761




Trade payables and other			3,291


Total current liabilities			3,291




Total liabilities			4,052




Net attributable assets acquired (B)			12,536




Bargain purchase gain (B) - (A)			2,392

The Bargain purchase gain is due to very limited competition on the transaction and to the need of capital expenditures to restructure the manufacturing processes to provide the standard of quality expected by the market.

Tex China's contribution to the consolidated income statement for the period from April 20, 2012 to December 31, 2012 is as follows:

On December 31, 2012, Albéa completed the acquisition 100% of the Rexam Personal Care Cosmetics division, a leading producer of dispensing systems and make-up packaging for the Cosmetics and Personal Care markets. The division operates 11 plants across 7 countries (France, the United States, Brazil, the Netherlands, China, Indonesia, Taiwan). Albéa controls all of the voting interests of the entities acquired.

The Rexam Personal Care, Cosmetics division is a leading global manufacturer of cosmetics and personal care packaging for customers located worldwide. The division is among the market leaders in fragrance pumps, lotion pumps and cosmetic closures, and is the industry leader in spray samplers and one-touch, mechanical foam dispensers. The Rexam Personal Care, Cosmetics division employs about 6,500 people.

With this new acquisition, Albéa confirms its global leadership in cosmetics and personal care by expanding its packaging solutions to dispensing systems and reinforcing its offer in tubes, cosmetic rigid packaging Tubes, Cosmetic Rigid Packaging, and beauty solutions. It also strengthens Albéa's position in emerging markets to develop its wide product portfolio across multiple market segments.

The initial price paid for the acquisition was USD 409.5 million (including internal loan refunding for USD 21 million). The acquisition was financed by the bond issuance in October 2012 (see Notes 3.3 and 6.9). The final price adjustment has been finalized on June 19, 2013 reducing the purchase price by USD 1.8 million.

Identification of assets and liabilities at the acquisition date and goodwill calculation

All assets and liabilities have been measured at fair value in accordance with IFRS 3—Business Combinations. December 31, 2012 balance sheet have been restated in accordance with IFRS 3.

In thousands $		December 31, 2012

Acquisition price (A)			407,628




Tangible assets			137,967
Intangible assets			125,129
Deferred tax asset			8,788
Other non-current assets			177


Total non-current assets			272,061




Inventories			67,450
Trade and other receivables			101,096
Cash and cash equivalents			13,124
Asset held for sale			18,878


Total current assets			200,547




Total assets			472,608




LIABILITIES
Deferred tax liabilities			42,651
Provisions			19,359
Other non-current liabilities			172


Total non-current liabilities			62,182




Trade and other payables			109,806


Total current liabilities			109,806




Total liabilities			171,988




Net attributable assets acquired (B)			300,620




Goodwill (A) - (B)			107,008

On January 8, 2013, Albéa acquired 100% of Rexam Home & Personal Care Lodz Sp. z.o.o. ("HPC Poland") from a Rose HPC Bidco's subsidiary (an affiliate of Sun Capital, which was not consolidated in Albéa's consolidated financial statements) for USD 3 million. According to the share purchase agreement, the acquisition price to be paid (USD 3 million) has been deducted from the USD 18.4 million loan lent by Albéa to Rose HPC Bidco LLC.

The HPC Poland business acquired from the Sun affiliate was part of the HPC business which had originally been acquired by the Sun affiliate from Rexam plc in a transaction that occurred concurrently

with the acquisition by Albéa of Rexam Cosmetics from Rexam plc. The acquisition of the HPC Poland business is directly linked to the acquisition of Rexam Cosmetics. These transactions have been concluded under a single share purchase agreement. This business combination has been done with Rexam PC and accounted for under the acquisition method as prescribed by IFRS 3—Business Combinations.

HPC Poland contribution in the consolidated income statement for the period ended December 31, 2013 is not material:

All assets and liabilities have been measured at fair value in accordance with IFRS 3—Business Combinations.

Albéa management, assisted by independent qualified experts, identified and allocated the combination value to the assets acquired, liabilities and contingent liabilities assumed, including those not previously recognized by the seller. The main revaluations linked to the purchase price allocation are described below.

Tax effects on the fair value of the intangibles assets recognized amounted to USD 33.8 million (deferred tax liabilities).

On October 1, 2013 Albéa completed the transfer of its subsidiary Albéa Annecy SAS—which used to belong to the Personal Care division of Rexam—to Vacheron Industries for one euro generating a USD (5.4) million non-cash loss recognized in 2013 financial statements.

In addition, Albéa agreed to fund cash for a total amount of USD 8 million during the 2014 and 2015 to assist the buyer in the recovery of this business. The cash-outs related to these engagements are expected during 2014 and 2015. The FY13 P&L impact of Annecy disposal was a USD (13.3) million loss.

As described below, Albéa has two operating segments, and reports the corporate costs not allocated to either of these two segments in the "Corporate" segment:

Adjusted EBITDA is defined as operating profit before depreciation & amortization and excludes certain income and expenses (restructuring costs and severance costs, certain fees, shareholders' management fees, separation costs from Rexam, acquisitions and integration costs, other compensation and termination benefits, unrealized foreign exchange (gains) losses, (gains) losses on disposals, impairment, bargain purchase gain).

Operating segments are reported in a manner which is consistent with the internal reporting provided to the Chief Operating Decision Maker. The Chief Operating Decision Maker, who is responsible for allocating resources and assessing the performance of the operating segments, has been identified as the executive committee that assess performance and allocates resources.

Countries which represent more than 10% of the consolidated revenue are the following:

Revenue represents sales of goods deriving from Albéa's main activities, net of value added tax (VAT).

The breakdown of revenue by segment and by geographic segment is presented in the Note 4.

Restructuring and project costs include certain incomes and expenses as restructuring costs and severance costs, certain fees, acquisitions, integration and separation costs from Rexam and moving costs (footprint optimization).

At December 31, 2013, the main components of restructuring and projects costs are as follows:

At December 31, 2012, the main components of restructuring and projects costs are as follows:

For 31 December 2011, the main components of the restructuring costs are the following:

The main components of the impairment charges are the fair value adjustments of industrial buildings no longer used located in France (Ste Menehould USD (1.9) million) and of the Cotuplas business (USD (2.4) million) which have been reclassified as assets held for sale (see note 7.8).

Breakdown of Financial result

Cost of net debt	(73,780	)	(23,217	)	(4,793	)
Interest costs on net debt	(60,195	)	(14,260	)	(4,061	)
Amortized costs	(3,739	)	(582	)	0
Foreign exchange gains/(losses) on net debt	(354	)	(8,375	)	(732	)
Impairment of the loan granted to Rose HPC Bidco LLC	(9,492	)	0		0
Other financial expense	(2,594	)	(4,324	)	(2,341	)
Interest costs on pensions	(2,569	)	(2,176	)	(1,847	)
Other financial expense	(25	)	(2,148	)	(494	)


Financial expenses	(76,375	)	(27,541	)	(7,134	)




Other financial income
Unrealized foreign exchange gains/(losses) on net debt	12,954		7,721		277
Other financial income	2,365		0		267


Financial income	15,319		7,721		544


Net finance costs	(61,055	)	(19,820	)	(6,590	)

Interest costs on net debt are mainly due to the high yield bond USD (55.5) million (see note 6.10). The unrealized foreign exchange gains on the net debt are also linked to the bonds for USD 15.7 million. The other financial income includes mainly interest on the loan to Rose HPC Bidco L.L.C (USD +1.5 million).

An impairment of USD 9,492 thousand was booked in December 2013 on the loan granted to Rose HPC Bidco L.L.C (see note 6.4).

Share of profit of associates are linked to Cosmetech Mably International (HK) Ltd (see note 2.2.2).

Reconciliation between the statutory tax rate in Luxembourg and Albéa's effective tax rate

(in thousands USD)

Income (loss) before taxes	(43,525	)	(17,137	)	27,568


Standard tax rate applicable in Luxembourg (in %)	29.22	%	28.80	%	28.80	%


Theoretical income tax (expense) benefit	12,718		4,935		(7,940	)


Effect of:
—Differences in current tax rates of foreign countries	577		(994	)	(385	)
—Income not subject to tax or taxed at a reduced rate	695		696		515
—Income/(expenses) arising from tax losses and other deductible temporary differences due to changes in caps on tax rates during the period	(98	)	505		1,046
—Unused tax losses and other deductible temporary differences for the period not recognized as deferred tax assets	(16,146	)	(12,209	)	(1,249	)
—Utilization during the period of unused tax losses and other deductible temporary differences not previously recognized as deferred tax assets	2,367		2,957		1,695
—Deferred tax assets impairment	(169	)	(2,462	)	—
—Negative goodwill	—		561		1,619
—Prior year adjustments	(303	)	1,960		(1,007	)
—Expenses not deductible for tax purposes
—Other permanent differences	(79	)	(495	)	(149	)
—Witholding tax	(2,402	)	(2,707	)	(664	)
—Impacts of others Tax (French CVAE, Italian IRAP, Mexican IETU,..)	(3,936	)	(1,873	)	(2,417	)
Actual income tax expense	(6,776	)	(9,126	)	(8,936	)


*Effective tax rate (in %)*	NA		NA		NA

The USD 16.1 million of unused tax losses as at December 2013 are mainly linked to:

In 2013 legal tax rate applicable in Luxembourg has been increased to 29.22% compared to 28.8% in 2012.

Deferred taxes break down as follows by type of temporary difference. Most of these deferred taxes are long term.



Deferred tax assets	11,709		13,751		8,050
Deferred tax liabilities	(55,852	)	(66,578	)	(31,971	)


Net balance of deferred tax	(44,143	)	(52,827	)	(23,921	)




Deferred tax on:
Pension provisions	687		423		(187	)
Fixed asset (tangible and intangible assets)	(48,371	)	(56,908	)	(21,609	)
CPEC/PEC	(11,162	)	(10,709	)	(11,151	)
Provisions	850		810		1,436
Tax losses carried forward	7,610		2,789		3,689
Other timing differences (accruals)	6,243		10,768		3,901


Net balance of deferred tax	(44,143	)	(52,827	)	(23,921	)


Net balance of deferred tax at December 31, 2012	(52,827	)




Deferred tax income/(expense) recognized in income statement	8,414
Deferred tax income/(expense) recognized in equity	(208	)
Exchange differences	(157	)
Other	635


Net balance of deferred tax at December 31, 2013	(44,143	)




Net balance of deferred tax at December 31, 2011	(23,921	)




Deferred tax income/(expense) recognized in income statement	3,859
Deferred tax income/(expense) recognized in equity	1,436
Scope change	6,331
Exchange differences	(167	)
Business combination	(40,060	)
Other	(304	)


Net balance of deferred tax at December 31, 2012	(52,827	)

Unused tax losses carry forwards represented potential tax benefits of USD 141 million at December 31, 2013. The main tax entities to which these tax losses related at that date were as follows:

The recoverable amount of this group of cash-generating units was determined based on value in use. The calculation of the value in use is based on discounted cash flow method arising from financial budgets approved by management covering a five-year period. The valuation done with discounted cash flow method includes a terminal value based of the last flows of the plan. Assumptions used to establish financial budgets reflect past experience. Cash flows are extrapolated using a perpetuity growth rate that is consistent with long-term average growth rate for the business in which the CGU operates.

With regards to the assessment of value-in-use of goodwill and other intangible and fixed assets, the Group believes that no reasonably possible changes in the key assumptions (including discount rate or perpetuity growth rate) would cause the carrying value of the above cash-generating units to exceed its recoverable amount.

No impairment has been recorded in 2013. Further, no impairment charge would have been recognized in 2013 if:

The following table shows the opening and closing balances and the activity of property, plant and equipment and intangible assets for the year ended December 31, 2013.



Carrying amount at December 31, 2012	16,345		107,558		189,288		8,872		85,472		407,536		129,310
Business combinations	0		1,507		2,179		0		0		3,686		2
Disposals	(284	)	(1,827	)	(2,607	)	0		(131	)	(4,849	)	0
Additions	10		10,560		28,965		0		57,451		96,986		2,341
Depreciation and amortization	(428	)	(9,231	)	(45,769	)	(1,174	)	0		(56,603	)	(14,025	)
Increase Finance Lease	5,106		7,014		9,957		67		1,844		23,987		0
Reclassified as assets held for sale	(468	)	(3,825	)	(522	)	0		0		(4,815	)	0
Impairment charges	(31	)	(1,781	)	(387	)	5		(68	)	(2,263	)	(2,407	)
Transfers in(out) from construction in progress	(25	)	7,057		76,990		4,021		(93,947	)	(5,904	)	3,358
Foreign exchange difference	337		1,197		(1,154	)	(614	)	859		625		88
Other	(2	)	0		(34	)	0		0		(33	)	(16	)


Net book amount at December 31, 2013	20,560		118,229		256,904		11,175		51,482		458,351		118,651

Construction in progress represents the value of capitalized equipment under construction and/or not yet commissioned as of December 31, 2013.

Total depreciation, impairment and amortization expense related to property, plant and equipment was charged to the consolidated income statement as follows:

The following table shows the opening and closing balances and the activity of property, plant and equipment and intangible assets for the year ended December 31, 2012.



Carrying amount at December 31, 2011	5,725		51,775		127,332		2,743		29,088		216,663		4,960
Business combinations	8,443		53,599		55,420		5,112		19,606		142,181		125,709
Disposals	0		0		0		(19	)	(2,698	)	(2,717	)	(130	)
Additions	5		12,769		33,921		1,263		26,451		74,409		1,323
Depreciation and amortization	(51	)	(3,318	)	(25,978	)	(409	)	0		(29,756	)	(1,709	)
Impairment charges	0		(883	)	(457	)	(8	)	(30	)	(1,378	)	0
Transfers in(out) from construction in progress	90		(5,504	)	(4,659	)	300		11,918		2,145		(1,831	)
Foreign exchange difference	142		997		4,103		(53	)	1,137		6,326		986
Other	1,991		(1,877	)	(394	)	(57	)	0		(337	)	2


Net book amount at December 31, 2012	16,345		107,558		189,288		8,872		85,472		407,536		129,310

The total depreciation, impairment and amortization expense related to property, plant and equipment was charged to the consolidated income statement as follows:

The following table shows the opening and closing balances and the activity of property, plant and equipment and intangible assets for the year ended December 31, 2011.



Carrying amount at December 31, 2010	5,524		43,774		76,444		989		15,965		142,696		5,054
Business combinations	348		10,766		35,467		167		1,298		48,046		560
Disposals	0		0		(2,561	)	(1	)	(508	)	(3,070	)	(52	)
Additions	68		1,025		29,332		332		31,441		62,198		95
Depreciation and amortization	(57	)	(3,053	)	(19,461	)	(526	)	0		(23,097	)	(1,130	)
Impairment charges	0		(41	)	0		(1	)	0		(41	)	0
Transfers in(out) from construction in progress	0		121		15,320		714		(16,904	)	(748	)	595
Foreign exchange difference	(169	)	(2,725	)	(5,281	)	(87	)	(1,966	)	(10,228	)	(177	)
Other	10		1,907		(1,928	)	1,155		(236	)	907		15


Net book amount at December 31, 2011	5,725		51,775		127,332		2,743		29,088		216,663		4,960

The total depreciation, impairment and amortization expense related to property, plant and equipment was charged to the consolidated income statement as follows:

Albéa has organized its management operation and reporting structure into ten clusters which represents the CGUs: Tubes Europe, Tube Americas, CRP North America, China, Indonesia, India, Brazil, Beauty Solutions, Dispensing systems and CRP Europe. These clusters have a dedicated management (cluster manager, finance, HR, sales). Operating measurement and resource allocation are carried out by management on this structure.

At the end of each period, Albéa assesses whether there is an indication that an asset (other than a financial asset) or a cash generating unit (CGU) may be impaired.

The recoverable amount of property, plant and equipment is based primarily on calculations using value in use. These calculations use post-tax cash flow projections based on financial budgets approved by management covering a five-year period. Cash flows beyond the five-year period are extrapolated using the estimated growth rates presented below. The key assumptions used for value-in-use calculations for each CGU are as follows:

Management determined average gross margins based on past performance and its expectations of market development. The weighted average growth rates used are consistent with the forecasts included in industry reports. The discount rate is the rate used by comparable companies.

No impairment has been recorded neither in 2013, nor in 2012 and nor in 2011. Further, no impairment charge would have been recognized in 2013 if :

Albéa lent USD 18.4 million to Rose HPC Bidco L.L.C, an affiliate of Sun Capital, for the acquisition by Sun Capital of Rexam HPC on December 31, 2012 (see Note 3.6). In 2013, HPC Poland acquisition price (USD 3 million) has been deducted from the loan as well as the price adjustment linked to HPC Rose (USD 0.7 million).

On May 30, 2014, Coveris Holding Corp., an affiliate of SUN Capital, purchased for $1 Rose HPC Bidco L.L.C. In connection with this transaction, Twist Beauty Packaging was offered the opportunity to receive a lump sum of USD 4.6 million in cash as total payment for all amounts that remained due and payable under this loan. At the same time, Albéa negociated the acquisition of equipment for USD 666 thousand and the cancellation of HPC Poland debt of USD 609 thousand due to an affiliate of Rose HPC Bidco L.L.C. These three amounts have been deducted from the loan for USD 5,875 thousand. Accordingly, an impairment of USD 9,492 thousand was booked as at December 31, 2013 on the loan granted to Rose HPC Bidco L.L.C. (see note 5.7).

The amounts shown above include provisions and the elimination of the intercompany margin in finished goods inventory for Albéa entities. Rexam inventories have been reevaluated at fair value (purchase price allocation) as December 31, 2012. The impact is a value step-up of USD 6.7 million on December 2012 inventories (see note 3.6.3).

An old doubtful receivable impaired at 100% has been written off in the second quarter for USD 13 million.

Due to their short-term maturities, the fair value of Trade receivables and other is close to its carrying amount. None of Albéa's trade receivables is interest bearing.

Additions to and reversals of provisions for bad debt have been included in selling and administrative expenses in the consolidated income statement. When a trade receivable is deemed uncollectible, it is written off against the provision for bad debt account. Subsequent recoveries of amounts previously written off are credited against selling and administrative expenses in the consolidated income statement.

The capital of Twist Beauty S.à r.l. & Partners S.C.A. amounts to EUR 217,458 and is represented by 1 management share, 202,217 class A shares, 12,320 class B0 shares with a nominal value of EUR 1, 1,750 class B1 shares with a nominal value of EUR 1 and 1,170 class B2 shares with a nominal value of EUR 1, each fully paid.



Asset Based Lending / Factoring	52,109		63,336		64,485
PEC/CPEC	2,512		2,410		2,601
Bonds, net	638,070		623,734		0
Finance lease liabilities, face value	36,718		15,599		0
Other (excluding bank facilities and bank overdraft)	34,392		22,934		2,950


Borrowings (A)	763,802		728,013		70,036




Short-term bank deposits and investments	4,093		1,877		1,402
Cash and cash Equivalents	81,199		223,120		26,970
Bank facilities and bank overdraft	(1,660	)	(4,125	)	(976	)


Cash net (B)	83,633		220,872		27,396


Debt Net (A) - (B)	680,169		507,142		42,640

On June 30, 2010, the Company issued 19,090,147 Convertible Preferred Equity Certificates (CPECS) with an initial par value of EUR 1 and an aggregate par value of EUR 19.1 million. They are

held by an affiliate of Sun Capital Partners. The repayment of the nominal value is payable on the 49^th anniversary of the issue date of the CEPCS which are yield free.

On June 23, 2011, Twist Beauty Packaging S.à r.l. issued Convertible Preferred Equity Certificates ("CPECS") for EUR 9.3 million which are held by an affiliate of Sun Capital Partners. The repayment of the nominal value is payable on the 49^th anniversary of the issue date of the CEPCS which are yield free.

On October 29, 2012, the above-mentioned CPECS which were issued by the Company and by Twist Beauty Packaging S.à r.l. were cancelled and replaced by the issuance on November 26 of 28,497,971 new CPECS held by an affiliate of Sun Capital Partners.

The key features of the convertible preferred equity certificates (CPECS) are as follows:

At any time, upon the approval of a majority of shareholders representing at least two thirds of the share capital, the holder is entitled to convert any or all of its CPECS into ordinary shares with a value equal to the conversion price (one share for one CPEC). At any time, the issuer shall be entitled to repurchase any or all of the CPECS at the redemption price. The redemption price shall be:

On December 31, 2012, 1,356,566 CPECS were redeemed for a fair value of USD 27,299 thousand to remove from Albéa the shares of Rose HPC Holding L.L.C, which is currently an affiliate of Sun Capital. At December 31, 2012, this entity was not consolidated in Albéa's financial statements (see Note 3).

As the CPECS are classified in equity, the redemption was recognized as a reduction of shareholders' equity (USD 26,636 thousand).

The accounting treatment under IFRS (see accounting policy in Note 2.3.4) requires the nominal value of the CPECS plus the interest over the 49-year term of the PECS to be discounted to a net present carrying amount using a cost of debt measured at fair value. As of December 31, 2013, the discounted carrying amount of the CPECS was USD 0.1 million and was classified in borrowings. The other portion was classified in equity for an amount net of deferred tax for USD 28.7 million. The financial expense representing the change in the discounted nominal value of the CPECS during the

period was not deemed material and no financial expense was recognized to the consolidated statement of comprehensive income.

On June 30, 2010, the Company issued preferred equity certificates with an aggregate par value of EUR 3.8 million. The mandatory redemption date is June 30, 2059 and the redemption price is equal to the par value for each outstanding PEC plus the accrued unpaid interest, if any, on each outstanding PEC. The Company accounts for the PECS as non-current borrowings.

On October 30, 2012, 270,000 Series 1 PECS (EUR 270 thousand) have been redeemed.

The accounting treatment under IFRS requires the nominal value of the PECS plus interest over the 49-year term of the PECS to be discounted to a net present carrying amount using a cost of debt measured at fair value. The Fair Value was calculated using cash flows discounted at a rate based on the borrowing rate of 12.1%. The liability component of the PECS at December 31, 2013, amounted USD 2.5 million.

Albéa operates a number of pension plans. Some of these plans are defined contribution plans and some are defined benefit plans (France, Germany, Indonesia, and Italy). Valuations of these plans are produced and updated annually at December 31, 2013 by qualified actuaries.

The majority of Albéa's pension obligations relate to unfunded defined benefit pension plans mostly in France and Germany, and lump-sum indemnities payable upon retirement to employees in France. Pension benefits are generally based on the employee's service and highest average eligible compensation before retirement, and are periodically adjusted for increases in the cost of living, either by Albéa practices, collective agreements or statutory requirements.

The Iboxx AA rate has been used as reference to determine the discount rate of the euro zone.

	FRANCE	GERMANY

At December 31, 2013
Rate of increase in salaries	2.0% + nominal rate between 0.25% to 3.5%	0.0%
Rate of increase in pensions	N/A	2.0%
Discount rate	3.25%	3.4%
Inflation	2.0%	0.0%
Duration	14 years	17 years
At December 31, 2012
Rate of increase in salaries	2.0% + nominal rate between 0% and 3.5%	0.0%
Rate of increase in pensions	N/A	2.0%
Discount rate	3.0%	3.0%
Inflation	2.0%	0.0%
Duration	14 years	17 years
At December 31, 2011
Rate of increase in salaries	2.0% + nominal rate between 0% and 3.5%	0.0%
Rate of increase in pensions	N/A	2.0%
Discount rate	4.30%	4.3%
Inflation	2.0%	0.0%

Reconciliation between the provisions and present values of the defined benefit obligation/fair value of plans assets

The present value of Albéa's obligation for pensions and other post-employment benefits is sensitive to changes in discount rates. An increase of 25 basis points in the discount rate would have the following impacts on the present value of Albéa's defined benefit obligation (DBO):

The provision for restructuring mainly includes restructuring plan launches in several sites.

Provisions for litigation and claims were recognized for all litigation (mainly, commercial USD 2.8 million, employees USD 4.9 million, and tax-related USD 0.7 million) identified at December 31, 2013.

Other payables in December 2012 included USD 56 million of acquisition/financing fees which were paid in 2013.

The information below relates to Albéa's financial instruments, and excludes those of joint ventures accounted for under the equity method of accounting.



Other financial assets	7,260				7,260
Other financial receivables	20,148				20,148
Trade receivables	288,053				288,053
Cash and cash equivalents	85,292				85,292
Assets held for sale	29,023			29,023


Assets	429,776		0	29,023	400,753	0	0	0




Bonds	638,070	1	695,659
Other borrowings	127,391				127,662			(271	)
Trade payables and other	322,119				322,119
Other financial liabilities	35,414				35,414
Liabilities held for sale	4,355			4,355


Liabilities	489,279		695,659	4,355	485,195	0	0	(271	)



Other financial assets	24,341				24,341
Trade receivables	268,147				268,147
Cash and cash equivalents	224,997				224,997
Assets held for sale	18,878			18,878


Assets	536,362		0	18,878	517,485	0	0	0




Bonds	623,734	1	679,550
Borrowings	108,405				108,405
Trade payables and other	358,372				358,372
Other financial liabilities	1,182				1,182
Liabilities held for sale	0


Liabilities	467,959		679,550	0	467,959	0	0	0

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. The quoted market price used for financial assets held by the Group is the current bid price; the appropriate quoted market price for financial liabilities is the current asking price. This valuation method is referred to as Level 1 in the hierarchy established by IFRS 13.

The fair value of financial instruments that are not traded in an active market is determined by using valuation models incorporating various inputs including the credit quality of counterparties, foreign exchange spot and forward rates and forward interest rate curves. The assumptions used are observable either directly (i.e. as prices) or indirectly (i.e. derived from prices). This valuation method is referred to as Level 2 in the hierarchy established by IFRS 13.

The revenue related to the Chinese government grant (USD 49.7 million) has been deferred. As at December 31, 2013, USD 17.5 million have been used by Albéa to compensate the relocation expenditures incurred in 2013. The unused government grant amounts to USD 32.3 million.

Albéa sold Annecy business as at 1st October 2013. The selling price is one euro. In addition, Albéa have to pay USD 8 million from now to 2015 to help the buyer to succeed in the recovery of this business. USD 4.7 million have been paid in 2013.

Albéa's capital management objectives are to safeguard Albéa's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

Albéa's risk management is coordinated at its headquarters, in close cooperation with the executive committee, and focuses on securing Albéa's short- to medium-term cash flows by minimizing exposure to financial markets.

Albéa faces a number of risks, among which the main ones are market, environmental, social as well as financial risks. Risk management is an issue addressed by every employee and Albéa is committed to running its operations in a responsible and sustainable manner. Albéa has put in place a risk management framework. Albéa's approach to risk management is to identify relevant risks affecting its strategy and operations, report them throughout the organization and mitigate these risks.

Albéa operates in 14 countries through consolidated subsidiaries. Albéa's net investments, earnings and cash flows are influenced by a wide variety of currencies due to the geographic diversity of Albéa's sales and the countries in which it operates.

Albéa records its financial position and income in the relevant local currency, and then converts these figures into US dollars at the applicable exchanges rates for the purpose of consolidation in Albéa's financial statements (see Note 2.3.1).

Part of the main currencies in the 2013 revenue breaks down as follows by currency:

Operating profit is mainly influenced by the currencies of those countries in which Albéa's operating plants are located. The Euro and US dollar are the currencies that influence operating profit the most.

Due to the low proportion of financial assets and liabilities that are not denominated in the subsidiaries' functional currency, Albéa is not significantly exposed to transactional foreign exchange risk. However Albéa remains exposed to foreign exchange risk through the translation of the financial statements of its entities from functional currencies to US dollars. Moreover Albéa is slightly exposed to the following foreign exchange risks:

The following table shows the trade receivables and payables for the main currencies to which Albéa is exposed as at December 31, 2013, 2012 and 2011 (figures in thousands of USD).

As of December 31, 2013, the sensibility of consolidated revenue and operating profit to this exchange rate is as follows:

Interest rate risk refers to the risk that the value of financial instruments that are held by Albéa and are subject to variable rates or the cash flows associated with such instruments that will fluctuate due to changes in market interest rates.

Borrowings under our Asset Based Lending facility and European Invoice Discounting facility had a weighted average interest rate of 5.13% and 2.65%, respectively, as at December 31, 2013.

The main Finance Lease is related to the new plant in Tubes France (Ste Menehould) for USD 23 million. The duration is 12 years for the first tranche and 7 years for the second. The interest rate is Euribor 3M+2.9%.

Albéa is not significantly exposed to interest rate risk since only a limited portion of its financing is subject to variable rates. An increase in the variable rate of 100 basis points would have a negative impact of about USD 1,000 thousand on financial income.

Borrowings under our Asset Based Lending facility and European Invoice Discounting facility had a weighted average interest rate of 5.4% and 2.25%, respectively, as at December 31, 2012.

Risks concern Albéa's ability to access financing and future development. Albéa's shareholder supports the strategy to be implemented, and Albéa has put in place a funding facility to support its current operations.

The following table shows the contractual maturity of the Group's financial liabilities:

Albéa's principal uses of cash have been to finance working capital, capital expenditure, debt service and repayments, and acquisitions.

Albéa's principal sources of liquidity have historically been net cash provided by operating activities and borrowings under our European Invoice Discounting revolving facility (European Factoring) and Asset Based Lending facility (ABL facility) in the USA and Canada.

In order to finance the Rexam PC acquisition, Albéa issued a bond for USD 385 million and €200 million on October 31, 2012.

As at December 31, 2013, Albéa had USD 83,6 million of cash and cash equivalents and USD 84,3 million of the undrawn Asset Based Lending facility and European Invoice Discounting facility. Also, Albéa has additional borrowing capacity in excess of approximately USD 5 million (overdraft facility).

The bond is not subject to covenants which could trigger its redemption. Albéa is only subject to covenants which may limit the issuance of additional debt.

For the other borrowings, while Albéa respects its covenants, the related amounts are not significant enough to generate a liquidity issue should Albéa have to immediately reimburse them.

Based on the current level of operations, anticipated sales growth and operating improvements, Albéa believes that the cash generated from operations, available cash and available borrowings will be

sufficient to meet working capital requirements, anticipated capital expenditure and scheduled debt payments for at least the next 12 months. This belief, however, is subject to operating performance, which if significantly adversely impacted, would adversely impact the availability of funds.

Counterparty risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Albéa is exposed to counterparty risk from its operating activities (primarily from customer receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. The maximum exposure to counterparty risk at the reporting date is the carrying amount of each class of financial assets as described in Note 6.14 "Financial instruments". Albéa does not generally hold any collateral as security.

Customer credit ratings are carefully monitored by Albéa's credit management organization.

Counterparty risk from balances with banks and financial institutions is managed by Albéa's Treasury Department

Rises in raw material prices may affect Albéa's profitability. In order to minimize this risk, a large part of Albéa sales are indexed on raw material prices with escalation/de-escalation mechanisms.

Albéa's top ten customers represent 51% of the Group's sales. Therefore losing one of these customers would deeply impact Albéa's profitability. Only one customer represents about 16% of total sales and the other customers represent less than 7%.

As part of its ordinary course of business, Albéa Beauty Holdings S.A. has entered into arrangements and incurred obligations that will impact the Company's future operations and liquidity, some of which are reflected as liabilities in the consolidated financial statements at year-end.

Albéa Beauty Holdings S.A. main commitments are in the form of debt and interest repayments in relation to Albéa's financing, mainly Albéa Beauty Holdings S.A. senior secured notes (EUR 200 million at 8.75% and USD 385 million at 8.375%) maturing on November 1, 2019. The Company also has operating lease commitments relating to corporate offices and factories.

USD 650 million equivalent aggregate principal amount of the EUR and USD notes and interest payments thereon of circa USD 55 million per year are guaranteed on a senior secured basis by subsidiary guarantors. The notes are guaranteed by substantially all of the Company's subsidiaries operating in Brazil, Canada, Germany, Hong Kong, Luxembourg, Mexico, Poland, the United Kingdom and the United States, as well as by Twist Beauty Packaging Holding France S.A.S., Twist Beauty Packaging Holdings Netherlands B.V. and Rexam Plastics Nederland B.V., on a joint and several basis. Each note guarantee is a full and unconditional guarantee of the issuer's obligations under the notes, subject to limitations under applicable law with respect to maintenance of share capital, corporate benefits, fraudulent conveyance and other legal restrictions applicable to note guarantors and their respective shareholders, directors and general partners.

The notes are secured on a first-priority basis by Albéa's collateral, subject to certain exceptions including the collateral securing the North American senior secured credit facility. The Group's collateral is made up of assets owned by the note guarantors including real estate assets, fixed assets, equipment and other goods, intellectual property, investment property (including capital stock), share capital of subsidiaries, intercompany loans, accounts receivable, inventories and related assets, certain deposit and securities accounts, letters of credit rights and general intangibles. The collateral is subject to exclusions for assets already secured, or subject to a negative pledge, under our European Accounts Receivable Discounting facility or under other existing credit facilities, as well as to a number of exclusions for other motives (e.g. leasehold interests in Poland, the United Kingdom, Canada or Brazil). The notes are secured on a second-priority basis by the collateral securing indebtedness under our North American senior secured credit facility.

Pursuant to a share pledge agreement dated December 31, 2012, the Company has pledged, all its rights, titles and benefits, present and future, in, to and under its present and future CPECs, PECs and shares issued by Twist Beauty Packaging S.à r.l. and Albéa Beauty Holdings S.A. to Wilmington Trust (London) Limited as Security Trustee, and all its rights, titles, interests and benefits, present and future, in and to all rights, moneys, powers and property whatsoever which may from time to time and at any time be distributed or derived from, or accrue on or arise in respect of or related to said CPECs, PECs and shares to Wilmington Trust (London) Limited.

At any time on or prior to November 1, 2015, the Company may redeem any or all of the Senior Secured Notes at 100% of their principal amount plus accrued and unpaid interest, if any, plus a "make whole" redemption premium.

In addition, prior to November 1, 2015, the Bond Issuer is entitled, at its option, on one or more occasions to redeem the Senior Secured Notes in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the Senior Secured Notes with the net cash proceeds from certain equity offerings at a redemption price equal to 108.750% of the principal amount thereof in the case of the Euro Notes and 108.375% of the principal amount thereof in the case of the Dollar Notes, in each case, plus accrued and unpaid interest to the redemption date, so long as at least 60% of the original aggregate principal amount of the Senior Secured Notes remains outstanding immediately after each such redemption and each such redemption occurs within 120 days after the date of the relevant equity offering.

On or after November 1, 2015, the Senior Secured Notes Issuer may redeem all or a part of the Senior Secured Notes at the redemption prices set out below, if redeemed during the twelve month period beginning on November 1 of the years indicated below :

In addition, the company has granted a third-party guarantee to Natixis in relation with a leasing contracted by Albéa Tubes France SAS up to a total amount of USD 26,760 thousand (finance lease liability included in the borrowing).

As part of the sale of Cotuplas, Albéa has undertaken to maintain its volume of trading with Cotuplas over the next years and to accept a gradual increase in machine prices to improve Cotuplas profitability.

Albéa committed to buy from Cotuplas a minimum of €4.7 million of equipment and services annually in 2014 and 2015, in line with the average of recent years. The minimum purchase commitment then goes to €3.2 million for year 2016 and €0.7 million annually in 2017 and 2018. Should Albéa fail to meet its commitment, it will provide an indemnity to Cotuplas amounting to 45% Cotuplas turn-over shortfall.

The equipment price increase agreed with Cotuplas amounts to 2.5% annually in 2014 and 2015, with the principle of a further increase (to be discussed) in 2016 agreed.

As part of the sale of Annecy, Albéa gave a bank guarantee of €2.6 million to secure the payment Albéa has to do to the buyer (see Note 6.15).

In connection with the acquisition of the beauty packaging business of Rio Tinto Alcan in July 2010, Rio Tinto France SAS and the other Selling Parties have agreed to indemnify Albéa, subject to certain limitations, for certain liabilities. The Sellers warranties are subject to certain deductibles, caps, exclusions and procedural requirements. Most of these warranties are now expired. The main surviving warranties are currently the tax indemnity clause, which will expire in June 2016, and hold harmless provisions on environmental liabilities related to the Washington, New Jersey site (including any liability incurred in connection with the Pohatcong Valley Superfund Site), and to the Semarang, Indonesia, site.

In connection with the Rexam Acquisition, Rexam plc has agreed to indemnify us, subject to certain limitations, for certain liabilities. Most of these warranties are already expired or will expire by year-end 2014. The tax indemnification clauses will expire gradually as the underlying tax obligations related to year 2012 and earlier reach the statute of limitations. Sellers warranties on the historical environmental liabilities and related to the Annecy site (divested since by Albéa) are not bound by time limits.

Our current manufacturing facility located in Washington, New Jersey ("Washington Facility") has soil and groundwater contamination which is migrating offsite from the property and into the indoor air within the facility. The risk has been estimated at USD 27.3 million. Pursuant to the July 2, 2010 agreement by which the Beauty Packaging Business was acquired from Rio Tinto Alcan, they agreed to perform all remedial action required at the Washington Facility and to indemnify us for losses or claims we may incur associated with historical environmental conditions at the Washington Facility and the Pohatcong Valley Superfund Site.

The amount paid in 2013 for the total remuneration of the Executive Committee was USD 5,762 thousand (including social security costs).

On February 18th, 2014, Albéa announced the divestment of its wholly-owned subsidiary Cotuplas to AISA Automation Industrielle SA. Cotuplas is an Albéa subsidiary, based in Sainte Ménehould (France) and employing 30 people. It is specialized in the design and manufacturing of machinery equipment for Albéa's cosmetics and personal care laminate and plastic tube business.

On May 30, 2014, Coveris Holding Corp., an affiliate of Sun Capital, purchased for $1 Rose HPC Bidco L.L.C. In connection with this transaction, Twist Beauty Packaging was offered the opportunity to receive a lump sum for the loan done with Rose HPC Bidco L.L.C in 2012. Accordingly, an impairment of USD 9,492 thousand has been booked as at December 31, 2013 on the loan granted to Rose HPC Bidco L.L.C. (see note 5.7).

The following subsidiaries and joint ventures were legal entities held by Albéa at December 31, 2013.

SUBSIDIARIES	DESCRIPTION OPERATING SEGMENT	COUNTRY OF INCORPORATION

Albéa do Brasil Embalagens Ltda	CRP	Brazil	100	%	100	%
Betts Brasil Tubos Laminados Ltda	CORPORATE	Brazil	100	%	100	%
Beauty Packaging Canada Holdings, Inc	CORPORATE	Canada	100	%	100	%
Albéa Canada, Inc	TUBES	Canada	100	%	100	%
Rexam Dispensing Systems Shanghai Co., Limited	DISPENSING	China	100	%	100	%
Rexam Plastic Metallizing Technology Shanghai Co. Limited	CRP	China	100	%	100	%
Rexam Plastic Processing Shanghai Co., Limited	CRP	China	100	%	100	%
Rexam Plastic Molds Shanghai Co., Limited	CRP	China	100	%	100	%
Rexam Plastic Products Shanghai Co., Limited	CRP	China	100	%	100	%
Rexam Plastic Decoration Shanghai Co., Limited	CRP	China	100	%	100	%
Rexam Plastic Packaging Shenzen Co., Limited	CRP	China	100	%	100	%
Rexam Plastic Packaging Shanghai Co., Limited	CRP	China	100	%	100	%
Albéa (Packaging) Suzhou Co. Limited	CRP	China	100	%	100	%
Cebal (Zhongshan) Co., Limited	TUBES	China	90	%	90	%
Zhongshan Meiquan Plastic Products Co., Limited	CRP	China	100	%	100	%
Albéa Deutschland GmbH	TUBES	Germany	100	%	100	%
Twist Beauty Packaging Holding Germany GmbH	CORPORATE	Germany	100	%	100	%
Albéa Le Treport	DISPENSING	France	100	%	100	%
Albéa Dispensing Lacrost	DISPENSING	France	100	%	100	%
Albéa Simandre	CRP	France	100	%	100	%
Twist Beauty Packaging Holding France S.A.S	CORPORATE	France	100	%	100	%
Albéa Tubes France SAS	TUBES	France	100	%	100	%
Albéa Beauty Solutions Europe SAS	Beauty Solutions	France	100	%	100	%
Albéa Cosmetics France S.A.S.	CRP	France	100	%	100	%
SFG—Société Française de Galvanoplastie S.A.S.	CRP	France	100	%	100	%
Albéa Services SAS	CORPORATE	France	100	%	100	%
Rexam Asia Ltd	CRP	Hong Kong	100	%	100	%
Rexam Make Up Hong kong Ltd	CORPORATE	Hong Kong	100	%	100	%
Albéa Hong Kong	CRP	Hong Kong	100	%	100	%
Twist Beauty Packaging Holding Hong Kong Limited	CORPORATE	Hong Kong	100	%	100	%
Rexam Plastics Packaging Hong Kong Limited	CRP	Hong Kong	100	%	100	%
Cosmetech Mably International (HK) Limited	Beauty Solutions	Hong Kong	51	%	51	%
PT Albéa Rigid Packaging Surabaya	CRP	Indonesia	100	%	100	%
PT Betts Indonesia	TUBES	Indonesia	100	%	100	%
PT Techpack Asia	CRP	Indonesia	100	%	100	%
Betts India Private Limited	TUBES	India	100	%	100	%
Albéa Tubes Italy S.p.A.	TUBES	Italy	100	%	100	%
Albéa Cosmetics Italy S.p.A	CRP	Italy	100	%	100	%
Twist Beauty Packaging sarl (Luxembourg Bidco)	CORPORATE	Luxembourg	100	%	100	%
Iona Luxembourg Sarl	CORPORATE	Luxembourg	100	%	100	%
Twist Beauty Sarl & Partner SCA	CORPORATE	Luxembourg	100	%	100	%
Albea Beauty Holdings SA	CORPORATE	Luxembourg	100	%	100	%
Twist Beauty International Holdings SA	CORPORATE	Luxembourg	100	%	100	%
Albéa Beauty PIK	CORPORATE	Luxembourg	100	%	100	%
Albéa Servicios De México SA de CV	CORPORATE	Mexico	100	%	100	%
Twist Beauty Packaging Holding Mexico S. De R.L. de CV	CORPORATE	Mexico	100	%	100	%
Cebal Americas Recursos Humanos S de R.L de CV	TUBES	Mexico	100	%	100	%

SUBSIDIARIES	DESCRIPTION OPERATING SEGMENT	COUNTRY OF INCORPORATION

Cebal Americas deReynosa S. de RL De CV	TUBES	Mexico	100	%	100	%
Albéa Cepillos de Matamoros	CRP	Mexico	100	%	100	%
Albéa Packaging De México SA de CV	CRP	Mexico	100	%	100	%
TPI Mexicana SA de CV	TUBES	USA	100	%	100	%
Twist Beauty Packaging Holdings Netherlands B.V.	CORPORATE	Nederland	100	%	100	%
Twist Beauty Packaging Nederland B.V	CORPORATE	Nederland	100	%	100	%
Albéa Alkmaar B.V.	DISPENSING	Nederland	100	%	100	%
Twist Beauty Packaging Airspray N.V.	DISPENSING	Nederland	100	%	100	%
Twist Beauty Packaging Airspray Engineering B.V.	DISPENSING	Nederland	100	%	100	%
Twist Beauty Packaging Airspray Development B.V	DISPENSING	Nederland	100	%	100	%
Twist Beauty Packaging Plastics Netherlands B.V.	CORPORATE	Nederland	100	%	100	%
Twist Beauty Packaging HPC Netherlands B.V.	CORPORATE	Nederland	100	%	100	%
Albéa HPC Sp. Zoo	TUBES	Poland	100	%	100	%
Albéa Warsaw Sp. Zoo	TUBES	Poland	100	%	100	%
Albéa Poland Sp. Zoo	TUBES	Poland	100	%	100	%
Albéa RUS LLC	TUBES	Russia	100	%	100	%
Rexam Taiwan Co	CRP	Taiwan	100	%	100	%
Albéa Colchester	TUBES	United Kingdom	100	%	100	%
UK Bidco	CORPORATE	United Kingdom	100	%	100	%
Board (Betts UK Ltd)	CORPORATE	United Kingdom	100	%	100	%
Iona Topco Ltd	CORPORATE	United Kingdom	100	%	100	%
Iona Bidco Ltd	CORPORATE	United Kingdom	100	%	100	%
Betts Group Holdings Ltd	CORPORATE	United Kingdom	100	%	100	%
Betts Global Ltd	CORPORATE	United Kingdom	100	%	100	%
Betts Ltd	CORPORATE	United Kingdom	100	%	100	%
Betts Central Europe Holdings Ltd	CORPORATE	United Kingdom	100	%	100	%
Betts International Ltd	CORPORATE	United Kingdom	100	%	100	%
Betts Acquisition 2009 Ltd	CORPORATE	United Kingdom	100	%	100	%
Central European Region	CORPORATE	United Kingdom	100	%	100	%
Albéa Thomaston	DISPENSING	USA	100	%	100	%
Betts USA	CORPORATE	USA	100	%	100	%
Betts USA Holdings	CORPORATE	USA	100	%	100	%
Twist Beauty Packaging Holding Corp	CORPORATE	USA	100	%	100	%
Albéa Metal Americas Inc	CRP	USA	100	%	100	%
Albéa Beauty Solutions USA LLC	Beauty Solutions	USA	100	%	100	%
Albéa Texas Holding	CORPORATE	USA	100	%	100	%
Albéa America	TUBES	USA	100	%	100	%
Albéa Cosmetics Americas Inc	CRP	USA	100	%	100	%
Honeycomb Int. Ltd	CORPORATE	Western Samoa	100	%	100	%
Jade River Int. Lte	CORPORATE	Western Samoa	100	%	100	%

The following subsidiaries and joint ventures were legal entities held by Albéa at December 31, 2012.

SUBSIDIARIES	DESCRIPTION/ OPERATING SEGMENT	COUNTRY OF INCORPORATION

Albéa Americas Inc.	Tubes	USA	100	%	100	%
Twist Beauty Packaging S.A.R.L	Corporate	Luxembourg	100	%	100	%
Albéa Canada Inc.	Tubes	Canada	100	%	100	%
Twist Beauty Packaging Holding Mexico SRL de CV	Corporate	Mexico	100	%	100	%
Twist Beauty Packaging Holding Hong Kong Ltd	Corporate	Hong Kong	100	%	100	%
Twist Beauty Packaging Holding Germany GmbH	Corporate	Germany	100	%	100	%
Twist Beauty Packaging Holding France SAS	Corporate	France	100	%	100	%
Twist Beauty Packaging Holding Corp	Corporate	USA	100	%	100	%
Twist Beauty Packaging UK LTD	Corporate	United Kingdom	100	%	100	%
Betts Saint Petersburg	Corporate	Russia	100	%	100	%
Albéa RUS LLC	Tubes	Russia	100	%	100	%
TPI Molplastic Ltda	Tubes / Cosmetic Rigid Packaging	Brazil	100	%	100	%
TPI Mexicana SA de CV	Cosmetic Rigid Packaging	Mexico	100	%	100	%
Albéa Cosmetics Americas Inc.	Cosmetic Rigid Packaging	USA	100	%	100	%
Société Française de Galvanoplastie S.A.S	Cosmetic Rigid Packaging	France	100	%	100	%
PT Techpack Asia	Cosmetic Rigid Packaging	Indonesia	100	%	100	%
Albéa Cosmetics France S.A.S.	Cosmetic Rigid Packaging	France	100	%	100	%
Albéa Beauty Solutions USA LLC	Cosmetic Rigid Packaging	USA	100	%	100	%
Abéa HK Ltd	Corporate / Cosmetic Rigid Packaging	Hong Kong	100	%	100	%
Cosmetech Mably International HK Ltd.	Cosmetic Rigid Packaging	Hong Kong	51	%	51	%
Albea Beauty Solutions Europe S.A.S.	Cosmetic Rigid Packaging	France	100	%	100	%
Cepillos de Matamaros SA de CV	Cosmetic Rigid Packaging	Mexico	100	%	100	%
Albéa Packaging Zhongshan Co Ltd	Tubes	China	90	%	90	%
Albéa Deutschland GmbH	Tubes	Germany	100	%	100	%
Albéa Poland SP. Zoo.	Tubes	Poland	100	%	100	%
Albéa Tubes France S.A.S.	Tubes	France	100	%	100	%
Albéa Mexicana LP	Tubes	USA	100	%	100	%
Cebal Mexicana LLC	Tubes	USA	100	%	100	%
Albéa Tubes Italy S.P.A	Tubes	Italy	100	%	100	%
Albéa America Reynosa S. de RL de CV	Tubes	Mexico	100	%	100	%
Albéa Cosmetics Italy S.P.A.	Cosmetic Rigid Packaging	Italy	100	%	100	%
Beauty Packaging Canada Holdings Inc.	Corporate	Canada	100	%	100	%
Betts Swidnica	Corporate	China	100	%	100	%
TEX ZongShan Meiquan Plastic	Tubes	China	100	%	100	%
Albéa Packaging (Suzhou) Co Ltd	Cosmetic Rigid Packaging	China	100	%	100	%
PT Betts Indonesia	Tubes	Indonesia	100	%	100	%
Iona Topco Ltd	Corporate	United Kingdom	100	%	100	%
Iona Luxembourg S.A.R.L	Corporate	Luxembourg	100	%	100	%
Iona Bidco Ltd	Corporate	United Kingdom	100	%	100	%
Cotuplas S.A.S.	Tubes	France	100	%	100	%
Boddington IP Ltd	Corporate	United Kingdom	100	%	100	%
Betts USA Inc.	Tubes	USA	100	%	100	%
Betts USA Holdings Inc.	Corporate	USA	100	%	100	%
Betts Servicios SA de CV	Tubes	Mexico	100	%	100	%

SUBSIDIARIES	DESCRIPTION/ OPERATING SEGMENT	COUNTRY OF INCORPORATION

Betts International Ltd	Corporate	United Kingdom	100	%	100	%
Betts India Private Ltd.	Tubes	India	100	%	100	%
Betts Group Holdings Ltd	Corporate	United Kingdom	100	%	100	%
Betts Global Ltd	Corporate	United Kingdom	100	%	100	%
Betts Central Europe Holdings Ltd	Corporate	United Kingdom	100	%	100	%
Betts Brasil Tubos Laminados Ltda	Tubes	Brazil	100	%	100	%
Betts Acquisition (2009) Ltd	Corporate	United Kingdom	100	%	100	%
Albéa Warsaw sp. z.o.o.	Tubes	Poland	100	%	100	%
Albéa UK Ltd	Corporate	United Kingdom	100	%	100	%
Albéa Services S.A.S.	Corporate	France	100	%	100	%
Albéa Plastic Packaging Texas Inc.	Corporate	USA	100	%	100	%
Albéa Metal Real Estate Americas Inc.	Corporate	USA	100	%	100	%
Albéa Metal Holding Corp.	Corporate	USA	100	%	100	%
Albéa Metal Americas Inc.	Fragrance & Cosmetics	USA	100	%	100	%
Twist Beauty S.A.R.L & Partners S.C.A	Corporate	Luxembourg	100	%	100	%
Rexam Dispensing SMT SASU	Fragrance & Cosmetics	France	100	%	100	%
Rexam Simandre SASU	Fragrance & Cosmetics	France	100	%	100	%
Rexam Reboul SASU	Fragrance & Cosmetics	France	100	%	100	%
PT Rexam Plastic Packaging Indonesia	Fragrance & Cosmetics	Indonesia	100	%	100	%
Rexam Dispensing Systems Shanghai Co Ltd	Fragrance & Cosmetics	China	100	%	100	%
Rexam Plastic Metallizing Technologies Shanghai Co Ltd	Fragrance & Cosmetics	China	100	%	100	%
Rexam Plastic Processing Shanghai Co Ltd	Fragrance & Cosmetics	China	100	%	100	%
Rexam Plastic Molds Shanghai Co Ltd	Fragrance & Cosmetics	China	100	%	100	%
Rexam Plastic Products Shanghai Ltd	Fragrance & Cosmetics	China	100	%	100	%
Rexam Plasic Decoration Shanghai Co Ltd	Fragrance & Cosmetics	China	100	%	100	%
Rexam Plastic Packaging Shenzhen Co Ltd	Fragrance & Cosmetics	China	100	%	100	%
Rexam Plastic Packaging Shanghai Co Ltd	Fragrance & Cosmetics	China	100	%	100	%
Rexam Beauty Asia Holding Ltd	Corporate	United Kingdom	100	%	100	%
Rexam Taiwan Co	Fragrance & Cosmetics	Taiwan	100	%	100	%
Rexam Asia Ltd	Fragrance & Cosmetics	Hong Kong	100	%	100	%
Rexam Make Up Hong kong Ltd	Corporate	Hong Kong	100	%	100	%
Rexam Plastic Packaging Hong Kong Ltd	Fragrance & Cosmetics	Hong Kong	100	%	100	%
Rexam do Brasil Embalagens Ltda	Fragrance & Cosmetics	Brazil	100	%	100	%
Rexam Dispensing System SASU	Fragrance & Cosmetics	France	100	%	100	%
Rexam Plastic Nederland BV	Corporate	Netherland	100	%	100	%
Rexam Airspray NV	Fragrance & Cosmetics	Netherland	100	%	100	%
Rexam Airspray BV	Fragrance & Cosmetics	Netherland	100	%	100	%
Rexam Airspray Engineering BV	Fragrance & Cosmetics	Netherland	100	%	100	%
Rexam Airspray Develpment BV	Fragrance & Cosmetics	Netherland	100	%	100	%
Rexam Beauy & Closures Inc.	Fragrance & Cosmetics	USA	100	%	100	%
Rexam Beauty Alliance	Fragrance & Cosmetics	France	100	%	100	%
Twist Beauty Packaging Holdings Netherlands B.V.	Corporate	Netherland	100	%	100	%
Betts Switzerland	Corporate	Switzerland	100	%	100	%
Betts South Africa	Corporate	South Africa	100	%	100	%

The following subsidiaries and joint ventures were legal entities held by Albéa at December 31, 2011.

SUBSIDIARIES	DESCRIPTION/ OPERATING SEGMENT	COUNTRY OF INCORPORATION

Albéa Americas Inc.	Tubes	USA	100	%	100	%
Twist Beauty Packaging S.A.R.L	Corporate	Luxembourg	100	%	100	%
Albéa Canada Inc.	Tubes	Canada	100	%	100	%
Twist Beauty Packaging Holding Mexico SRL de CV	Corporate	Mexico	100	%	100	%
Twist Beauty Packaging Holding Hong Kong Ltd	Corporate	Hong Kong	100	%	100	%
Twist Beauty Packaging Holding Germany GmbH	Corporate	Germany	100	%	100	%
Twist Beauty Packaging Holding France SAS	Corporate	France	100	%	100	%
Twist Beauty Packaging Holding Corp	Corporate	USA	100	%	100	%
Twist Beauty Packaging UK LTD	Corporate	United Kingdom	100	%	100	%
Albéa RUS LLC	Tubes	Russia	100	%	100	%
TPI Molplastic Ltda	Tubes / Cosmetic Rigid Packaging	Brazil	100	%	100	%
TPI Mexicana SA de CV	Cosmetic Rigid Packaging	Mexico	100	%	100	%
Albéa Cosmetics Americas Inc.	Cosmetic Rigid Packaging	USA	100	%	100	%
Société Française de Galvanoplastie S.A.S	Cosmetic Rigid Packaging	France	100	%	100	%
PT Techpack Asia	Cosmetic Rigid Packaging	Indonesia	100	%	100	%
Twist Beauty Packaging Holding S.A (Luxembourg)	Corporate	Luxembourg	100	%	100	%
Albéa Cosmetics France S.A.S.	Cosmetic Rigid Packaging	France	100	%	100	%
Albéa Beauty Solutions USA LLC	Cosmetic Rigid Packaging	USA	100	%	100	%
Cosmetech Mably International HK Ltd.	Cosmetic Rigid Packaging	Hong Kong	51	%	51	%
Albéa Beauty Solutions Europe S.A.S.	Cosmetic Rigid Packaging	France	100	%	100	%
Cepillos de Matamaros SA de CV	Cosmetic Rigid Packaging	Mexico	100	%	100	%
Albéa Packaging Zhongshan Co Ltd	Tubes	China	90	%	90	%
Albéa Deutschland GmbH	Tubes	Germany	100	%	100	%
Albéa Poland SP. Z.o.o.	Tubes	Poland	100	%	100	%
Albéa Tubes France S.A.S.	Tubes	France	100	%	100	%
Albéa Mexicana LP	Tubes	USA	100	%	100	%
Cebal Mexicana LLC	Tubes	USA	100	%	100	%
Albéa Tubes Italy S.P.A	Tubes	Italy	100	%	100	%
Albéa America Reynosa S. de RL de CV	Tubes	Mexico	100	%	100	%
Albéa Cosmetics Italy S.P.A.	Cosmetic Rigid Packaging	Italy	100	%	100	%
Beauty Packaging Canada Holdings Inc.	Corporate	Canada	100	%	100	%
Albéa Packaging (Suzhou) Co Ltd	Cosmetic Rigid Packaging	China	100	%	100	%
TPI Plasmitec SA	Cosmetic Rigid Packaging	Argentina	51	%	51	%
PT Betts Indonesia	Tubes	Indonesia	100	%	100	%
Iona Topco Ltd	Corporate	United Kingdom	100	%	100	%
Iona Luxembourg S.A.R.L	Corporate	Luxembourg	100	%	100	%
Iona Bidco Ltd	Corporate	United Kingdom	100	%	100	%
Cotuplas S.A.S.	Tubes	France	100	%	100	%
Betts USA Inc.	Tubes	USA	100	%	100	%
Betts USA Holdings Inc.	Corporate	USA	100	%	100	%
Betts Servicios SA de CV	Tubes	Mexico	100	%	100	%
Betts Mexico SA de CV	Tubes	Mexico	100	%	100	%
Betts International Ltd	Corporate	United Kingdom	100	%	100	%

SUBSIDIARIES	DESCRIPTION/ OPERATING SEGMENT	COUNTRY OF INCORPORATION

Betts India Private Ltd.	Tubes	India	100	%	100	%
Betts Group Holdings Ltd	Corporate	United Kingdom	100	%	100	%
Betts Global Ltd	Corporate	United Kingdom	100	%	100	%
Betts Central Europe Holdings Ltd	Corporate	United Kingdom	100	%	100	%
Betts Brasil Tubos Laminados Ltda	Tubes	Brazil	100	%	100	%
Betts Acquisition (2009) Ltd	Corporate	United Kingdom	100	%	100	%
Albéa Warsaw sp. z.o.o.	Tubes	Poland	100	%	100	%
Albéa uk Ltd	Corporate	United Kingdom	100	%	100	%
Albéa Services S.A.S.	Corporate	France	100	%	100	%
Albéa Plastic Packaging Texas Inc.	Corporate	USA	100	%	100	%
Albéa Metal Real Estate Americas Inc	Corporate	USA	100	%	100	%
Albéa Metal Holding Corp.	Corporate	USA	100	%	100	%
Albéa Metal Americas Inc.	Cosmetic Rigid Packaging	USA	100	%	100	%
Albéa America Recursos Humanos SRL de CV	Tubes	Mexico	100	%	100	%

Rexam Cosmetics

Combined Financial Statements

For the year ended December 30, 2012

To the board of directors and to the shareholders
Twist Beauty S.à r.l. & Partners S.C.A.

We have audited the accompanying combined financial statements of the cosmetics business of Rexam plc ("Rexam Cosmetics"), which was acquired by Twist Beauty S.à r.l. & Partners S.C.A. and its subsidiaries (the "Company") on December 31, 2012 and January 8, 2013, which comprise the combined balance sheet as of December 30, 2012 and January 1, 2012 and the related combined statements of income, comprehensive income, changes in equity and cash flows for the year ended December 30, 2012 (the "Combined Financial Statements").

The Company's management is responsible for the preparation and fair presentation of the Combined Financial Statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on the Combined Financial Statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Combined Financial Statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Combined Financial Statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the Combined Financial Statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation and fair presentation of the Combined Financial Statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the Combined Financial Statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion.

As more fully described in Note 2.1, the Combined Financial Statements exclude comparative figures as of and for the year ended December 31, 2011, which are required by International Financial Reporting Standards.

In our opinion, except for the effects of the matter described in the preceding paragraph, the Combined Financial Statements referred to above present fairly, in all material respects, the financial position of Rexam Cosmetics at December 30, 2012, and the results of its operations and its cash flows for the year then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

In thousands of USD

Revenue	5.1	519,212
Cost of sales	5.2	(425,165	)


Gross profit		94,047
Selling and administrative expenses	5.3	(86,359	)
Restructuring and project costs	5.4	(16,840	)
Impairment charges	6.1	(87,899	)
Other income/(expense)	5.5	11,228


Operating profit (loss)		(85,822	)
Financial income	5.6	41
Financial expense	5.6	(2,800	)


Financial result		(2,758	)
Profit (loss) before income taxes		(88,581	)
Income tax expense	5.7	(30,000	)


Profit/(loss)		(118,581	)
Attributable to:
Owners of the parent		(118,581	)

In thousands of USD

Profit/(Loss) for the year	(118,581	)


Other comprehensive income/(loss):
*Items that will not be reclassified to profit or loss*
Actuarial gains/(losses) on post-employment benefit plans	(1,224	)


Items that will not be reclassified to profit or loss	(1,224	)


*Items that will may be reclassified subsequently to profit or loss*
Change in value of available for sale financial assets
Net change in foreign currency translation adjustments	508


Items that will may be reclassified to profit or loss	508


Total other comprehensive income for the period, net tax	(716	)


Total comprehensive income/(loss)	(119,298	)


Attributable to:
i) Owners of the parent	(119,298	)

In thousands of USD

Non-current assets
Intangible assets	6.1	1,142	1,880
Property, plant and equipment, net	6.1	143,861	219,543
Deferred tax assets	5.7	1,760	8,379
Other financial assets	6.6	482	13,749


Total non-current assets		147,245	243,552
Current assets
Other financial receivables	6.2	0	8,508
Inventories	6.3	63,153	67,251
Trade and other receivables	6.4	102,635	115,658
Cash and cash equivalents	6.5	15,459	9,756


Total current assets		181,248	201,174


Total assets		328,493	444,726

In thousands of USD

Parent's net investment		180,144		313,747
Other comprehensive income		(6,371	)	(5,655	)


Parent's net investment		173,773		308,092
Non-current liabilities
Deferred tax liabilities	5.7	0		1,621
Pensions	6.8	11,877		10,874
Other long-term employee benefit obligations	6.8	2,345		1,656
Termination benefits	6.8	23		24
Non-current provisions	6.9	5,322		1,483


Total non-current liabilities		19,567		15,658
Current liabilities
Borrowings	6.7	12,498		12,743
Other financial payables		190		232
Trade and other payables	6.10	107,762		98,467
Income taxes payable		10,792		1,994
Current provisions	6.9	3,911		7,541


Total current liabilities		135,153		120,976


Total liabilities		154,720		136,634


Total parent's net investment and liabilities		328,493		444,726

In thousands of USD

Profit (loss) from the period			(118,581	)
Adjustments for:
Income tax expense recognized in profit or loss			30,000
Net finance costs	5.6		2,758
Depreciation, amortization and impairment			118,898
Net (gain)/loss on disposal of assets			(10,232	)
Movements in working capital	6.4/6.10		19,949
Movements in working capital—inventories			6,589
Movements in working capital—receivables			6,185
Movements in working capital—payables			7,175
Change in provisions	6.9		(103	)
Income taxes paid			(14,930	)


Cash flow from operating activities			27,760


Acquisitions of assets			(39,868	)
Loans advances/repayments (third and related parties)			125
Disposal of assets			7,480
Tianjian disposal	(1	)	20,740
Other			(852	)


Cash flow used in investing activities			(12,375	)


Flows with shareholders			3,242
Interest paid	5.6		(3,203	)


Cash flow from (used in) financing activities			40


Net increase/(decrease) in cash and cash equivalents			15,425


Cash and cash equivalents at beginning of the period			(2,290	)
Effects of exchange rate variations on the cash balance held in foreign currencies			262


Cash and cash equivalents at end of the period	6.5		13,397

Rexam Cosmetics

Notes to the 2012 Combined Financial Statements

In thousands of USD

Rexam Cosmetics (the "Group") designs, manufactures and sells packaging products for the cosmetics industry with a primary focus on dispensing systems (such as fragrance pumps, lotion pumps and foam pumps) as well as rigid cosmetic packaging. Rexam Cosmetics has 11 manufacturing facilities located around the world and employs about 6,500 people.

On December 31, 2012, Albéa, an affiliate of Sun Capital Partners, completed the acquisition of Rexam Personal Care from Rexam Group plc. Rexam Home & Personal Care Lodz sp z.o.o. ("HPC Poland") was acquired on December 31, 2012 by Rose HPC Bidco, another Sun Capital affiliate, and was subsequently acquired by Albéa. Albéa and Rose HPC Bidco are entities under the common control of Sun Capital Partners. The two businesses acquired form "Rexam Cosmetics".

The accompanying Combined Financial Statements for the period from January 1, 2012 to December 30, 2012 have been prepared in connection with the above transaction.

For practical reasons, the accounting period, from January 1, 2012 to December 30, 2012 will be named "Year ended December 30, 2012" in these Rexam Cosmetics combined financial statements.

The combined financial statements of Rexam Cosmetics have been prepared in accordance with IFRS (International Financial Reporting Standards) as issued by the International Accounting Standards Board (IASB).

The combined financial statements do not include comparative figures for the year ended December 31, 2011, as required by IAS 1, Presentation of financial statements.

Rexam Cosmetics Combined financial statements for the year ended December 30, 2012 were prepared in accordance with the international accounting standards as adopted by the IASB. These international accounting standards include International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) and the related interpretations as prepared by the International Financial Reporting Interpretations Committee (IFRIC).

The standards and interpretations applied to prepare the December 30, 2012 combined financial statements are those published by the IASB as at December 31, 2013.

2.2 DESCRIPTION OF THE ACCOUNTING OPTIONS RELATED TO FIRST-TIME ADOPTION OF IFRS

In accordance with the provisions of IFRS 1, First-time adoption of International Financial Reporting Standards, which offer first-time adopters certain exemptions, Rexam Cosmetics elected to apply the following optional accounting treatments.

The preparation of financial statements in compliance with IFRS requires the use of certain critical accounting estimates. The areas involving a higher degree of judgment or complexity or areas where assumptions and estimates are significant to the combined financial statements are disclosed in note 2.4.4.

Since January 1, 2012, Rexam Cosmetics has applied the following new amendments, standards and interpretations as issued by the IASB. Their application had no material effect on the Group's financial statements.

In June 2011, the IASB published amendments to IAS 19—Employee Benefits regarding the recognition of defined benefit plans. The main amendments of the standard are:

This amendment improves the consistency and clarity of the presentation of items of other comprehensive income (OCI). It requires presenting separately the items that have to be reclassified to profit and loss. When items of OCI are presented before tax, tax effect must split on the same basis (see Combined statement of comprehensive income).

Amendment to IAS 16 clarifies the classification of spare parts and servicing equipment.

IFRS 10 "Combined Financial Statements" provides a single consolidation model that identifies control as the basis for consolidation for all types of entities. IFRS 10 supersedes IAS 27 "Combined and Separate Financial Statements" and SIC-12 "Consolidation—Special Purpose Entities".

The combined financial statements include all of the assets, liabilities, revenue, expenses and cash flows of Rexam Cosmetics.

Subsidiaries constitute all entities (including special purposes entities) over which Rexam Cosmetics has control, where control is defined as the power to govern the entities' financial and operating policies in order to obtain benefits from their activities. Control is presumed to exist when Rexam Cosmetics owns more than fifty percent of the voting rights (which does not always equate to percentage ownership) unless it can be demonstrated that ownership does not constitute control. Generally, the Company has a shareholding of more than one half of the voting rights in its subsidiaries. The impact of potential voting rights that are currently exercisable is considered when

assessing whether control exists. Subsidiaries are fully combined from the date control is transferred to the Company, and are de-combined from the date control ceases.

The Rexam Cosmetics Combined Financial Statements include the revenues and expenses of the legal entities and reporting entities that have been sold to Albéa (see note 1—General information) and the detailed combination perimeter described in note 8).

Intercompany transactions between Rexam Cosmetics entities have been eliminated, as well as any unrealized gains on sale of assets. Transactions with other Rexam plc entities outside of the Rexam Cosmetics business are not eliminated.

Items included in the financial statements of each of Rexam Cosmetic's entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The combined financial statements are presented in US dollars, which is Rexam Cosmetics' presentation currency.

The recognition and measurement of foreign currency transactions are defined by IAS 21—The Effects of Changes in Foreign Exchange Rates.

The results and financial position of all Rexam Cosmetics entities (none of which has the currency of a hyper-inflationary economy) whose functional currency differs from the presentation currency are translated into the presentation currency as follows:

Revenue from product sales comprises sales to third parties at invoiced amounts. Amounts billed to customers in respect of shipping and handling are classified as sales revenue where Rexam Cosmetics is responsible for carriage, insurance and freight. All shipping and handling costs incurred by Rexam Cosmetics are recognized as operating costs within cost of sales. Delivery is considered to have occurred when title and risk of loss have transferred to the customer.

Revenue from product sales, net of trade discounts, allowances and volume-based incentives is recognized once delivery has occurred provided that persuasive evidence exists that all of the following criteria are met:

Restructuring and project costs include non-recurring incomes and expenses as restructuring costs and severance costs, non-recurring fees, acquisitions, integration and separation costs, moving costs.

Financial income comprises mainly interest on loans receivable from related parties and on the interest bearing components of its cash and cash equivalents.

Interest income is recognized using the effective interest method. When loans and receivables are impaired, Rexam Cosmetics reduces the carrying amount to its recoverable amount, corresponding to the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income is recognized. Interest income on impaired loans and receivables are recognized using the original effective interest rate.

Income tax on the profit or loss for the period presented includes current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly equity, in which case it is recognized in equity.

The current income tax charge is the expected tax payable on the taxable income for the year and calculated on the basis of the tax laws enacted or substantively enacted at the reporting date in the countries where Rexam Cosmetics subsidiaries and associates operate and generate taxable income.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when they relate to income tax levied by the same tax jurisdiction and the Rexam Cosmetics intends to settle its current tax assets and liabilities on a net basis.

Significant judgment is required in determining the worldwide provision for income taxes and recording the related assets and liabilities. Rexam Cosmetics establishes tax reserves and accrues interest thereon in expectation that some of Rexam Cosmetic's positions may be challenged. Management believes that Rexam Cosmetics' accruals for tax liabilities are sufficient to settle the probable outcome of all material tax litigations.

Intangible assets other than goodwill are carried at cost less accumulated amortization and impairment losses recognized.

They are made up of software and other IT licenses. They are depreciated over the estimated useful life of the related assets using the straight-line method.

Rexam Cosmetics incurs certain development costs in connection with producing and delivering products for specific customer needs.

Development costs that are directly attributable to these specific products are recognized as intangible assets when the following criteria are met:

Research costs and development costs that do not meet the above criteria, are expensed as incurred.

Property, plant and equipment are carried at cost less any depreciation and impairment losses recognized.

Major improvements that extend the useful life of an asset are capitalized and depreciated. On-going regular maintenance costs related to property, plant and equipment are expensed as incurred.

Property, plant and equipment are depreciated over the estimated useful lives of the related assets using the straight-line method. The principal annual depreciation rates used by Rexam Cosmetics range from 2% to 10% for buildings, from 6% to 10% for plant machinery and equipment and from 12.5% to 20% for vehicles, office and computer equipment and software (included within machinery and equipment).

When a test for impairment is conducted, the recoverable amount is assessed by reference to the higher of "value in use" (corresponding to the net present value of the expected future cash flows of the relevant cash-generating unit) and "fair value less costs to sell". Where there is no binding sale agreement or active market, fair value less costs to sell is based on the best information available to reflect the amount Rexam Cosmetics could receive for the cash-generating unit in an arm's length transaction. The estimates of future cash flows used for impairment tests are based on management's estimate of the present value of expected future revenue, costs and costs to sell. As a result of impairment tests, an impairment loss would be recognized in the amount of any excess of the carrying amount over the fair value less costs to sell of a non-current asset or disposal group held for sale.

The discount rate applied in determining the net present value is based upon the expected market rate of return for a similar investment, regardless of the sources of financing.

Rexam Cosmetics leases various buildings, machinery and equipment from third parties under operating lease agreements. Under such operating lease agreements, total rent expense for each lease is recognized on a straight-line basis over the primary term of the lease agreement, and is included in Rexam Cosmetics' combined financial statements (Cost of sales or Selling and administrative expenses), depending on the nature of the leased assets, in Rexam Cosmetics' combined income statement.

Rexam Cosmetics also leases various buildings, machinery, and equipment from third parties under capital lease agreements. Under such capital lease agreements, upon inception of the lease, assets are

stated at an amount equal to the fair value of the leased property or, if this is lower, the present value of the minimum lease payments at inception of the lease, less accumulated depreciation (see below) and impairment losses. Minimum lease payments are apportioned between the finance expense and the reduction of the outstanding liability. Assets under capital leases are amortized on a straight-line basis over the shorter of the useful lives of the assets or the primary lease term. Each lease payment is allocated between liabilities and financial expense. The corresponding rental obligations, net of financial expense, are included in other long-term payables. The interest element of the finance cost is recognized in the income statement over the lease period in order to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

If the carrying amount of inventories is higher than their realizable value at year-end, an impairment loss is booked.

Trade receivables are initially recognized at fair value and are subsequently reduced by provisions for impairment. A provision for impairment of trade receivables is established when there is objective evidence that Rexam Cosmetics will not be able to collect all amounts due. Indications of impairment would include financial difficulties of the debtor, likelihood of the debtor's insolvency, default in payment or a significant deterioration in creditworthiness. Any impairment is recognized in the combined income statement within selling and administrative expenses. When a trade receivable is deemed uncollectible, it is written off against the provision for impairment account. Subsequent recoveries of amounts previously written off are credited against selling and administrative expenses in the combined income statement.

Amounts recognized as defined benefit liabilities correspond to the difference between the present value of defined benefit obligations and the fair value at the end of the reporting period of plan assets (if any) on the combined balance sheet. Any recognized assets are restricted, where applicable, to the present value of any amounts Rexam Cosmetics expects to recover by way of refunds from the plan or reductions in future contributions. Actuarial gains and losses arising in the year are charged or credited to other comprehensive income. For this purpose, actuarial gains and losses comprise both the impact of changes in actuarial assumptions and experience adjustments arising due to differences between previous actuarial assumptions and what has actually occurred.

Other movements in the net surplus or deficit are recognized in the combined income statement, including current service costs, past service costs and the impact of any curtailments or settlements. The net interest expenses (income) relating to the discounting of the net funded position (defined benefit obligation less plan assets) is presented in net financial expenses in the income statement.

The most significant assumptions used in accounting for pension plans are the discount rate and mortality assumptions. The actual return on plan assets is used to calculate interest income on pension assets. The discount rate is used to determine the net present value of future liabilities. Each year, the unwinding of the discount on these liabilities is charged to interest expense, included in Net finance costs. The mortality assumption is used to project the future stream of benefit payments, which is then discounted to arrive at a net present value of liabilities.

The values attributed to plan liabilities are assessed in accordance with the advice of qualified actuaries.

Rexam Cosmetics' contributions related to defined contribution pension plans are charged to the combined income statement in the period to which the contributions are made.

Rexam Cosmetics records provisions for the estimated present value of liabilities of uncertain timing or amount, as defined in IAS 37—Provisions, Contingent Liabilities and Contingent Assets. The ultimate cost to settle these liabilities is uncertain and cost estimates can vary in response to many factors. In addition, the expected timing of expenditure can also change. As a result, there could be

significant adjustments to Rexam Cosmetics provisions, which could result in additional expenses or recoveries affecting future results of operations.

Provisions for restructuring are recorded when Rexam Cosmetics management is demonstrably committed to the restructuring plan and where such liabilities can be reasonably estimated. These costs are charged to restructuring costs in the combined income statement.

Rexam Cosmetics classifies its financial assets in the following categories: (a) at fair value through profit or loss, (b) as loans and receivables, and (c) as available-for-sale securities. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of financial assets at initial recognition.

Borrowings and other financial liabilities are recognized initially at fair value, net of transaction costs incurred, and are subsequently carried at amortized cost using the effective interest method. Any difference between the amounts originally received (net of transaction costs) and the redemption value is recorded to the combined balance sheet and subsequently amortized or accreted into income over the period to maturity using the effective interest method.

2.4.4. Judgments in applying accounting policies and key sources of estimation uncertainty

Many of the amounts included in the combined financial statements involve the use of judgment and/or estimation. These judgments and estimates are based on management's best knowledge of the relevant facts and circumstances, taking into account previous experience, but actual results may differ from the amounts included in the combined financial statements.

Assets are subject to impairment tests whenever changes in events or circumstances indicate that impairment may have occurred. Assets are written down to the higher of (a) fair value less costs to sell or (b) value in use. Value in use is calculated by discounting the expected cash flows from the asset at an appropriate discount rate which uses management's assumptions and estimates of the future performance of the asset. Differences between expectations and actual cash flows will result in differences in the amount of impairment charges required.

Inventories are carried at the lower of cost or net realizable value, which requires the estimation of the future sales price of goods. Any differences between the expected and actual sales price achieved will be recognized in the income statement in the period in which the sale is made.

Rexam Cosmetics is subject to income tax in a number of jurisdictions. Significant judgment is required in determining the provision for income tax as there are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Rexam Cosmetics recognizes liabilities based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were recorded, such differences will impact the current and deferred income tax provisions and results of operations in the period in which such determination is made.

The carrying amount of deferred tax assets is reviewed at each reporting date and increased or reduced as appropriate to reflect changes in the likelihood that a taxable profit will become available against which the deferred tax asset can be utilized. To assess the likelihood that a taxable profit will become available, the following factors are taken into account: results in previous years, forecasts of future results, non-recurring items that are unlikely to arise again in the future and the tax planning strategy. As a result, a substantial amount of judgment is involved in assessing Rexam Cosmetics' ability to utilize its tax loss carry forwards. If future results were substantially different from those expected, Rexam Cosmetics would have to increase or decrease the carrying amount of its deferred tax assets, which could have a material impact on its balance sheet and income statement.

The present value of Rexam Cosmetics' defined benefit obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the defined benefit obligations and net pension costs include the expected long-term rate of return on the relevant plan assets and the discount rate. Any changes in these assumptions may impact the amounts recorded in Rexam Cosmetics' combined financial statements.

In the context of the divestment of Rexam Cosmetics by Rexam Group plc, the entity Le Tréport has been split between Personal Care activities, acquired by Albéa, and Health Care activities sold by Rexam Cosmetics le Tréport to Rexam group plc through a partial contribution of assets. The net assets sold generated a taxable profit which incurred a tax expense of USD 15.2 million and an exceptional employee profit sharing of USD 6.5 million.

On October 31, 2012 Rexam Plastic Packaging (Hong Kong) completed the disposal of the entity Tianjian to Rexam Overseas Limited. The gain of disposal amounted to USD 8.1 million.

Rexam Cosmetic has only one operating segment which is Cosmetic Rigid Plastic (mainly skincare caps and dispensing systems for Fragrance and Cosmetic). Rexam Cosmetics provides only information by geographic zone.

Rexam Cosmetics presents data based on three geographical zones, consisting of its three main geographic markets: Europe, Americas (of which North America—includes US and Mexican activities—and South America) and Asian countries (of which China and South Asia).

Adjusted EBITDA excludes non-recurring income and expenses (restructuring costs and severance costs, non-recurring fees, shareholders' management fees, separation costs from Rexam, acquisitions and integration costs, other compensation and termination benefits, unrealized foreign exchange (gains) losses, (gains) losses on disposals, impairment).

Operating segment is reported in a manner which is consistent with the internal reporting provided to Management.

Revenue represents sales of goods deriving from Rexam Cosmetic's main activities, net of value added tax (VAT). The breakdown of revenue by geographic zone is presented in the note 4.

The other expenses includes mainly Rexam Group management fees for USD 17,9 million.

Restructuring and project costs include non-recurring income and expenses as restructuring costs and severance costs, non-recurring fees, acquisitions, integration and separation costs and moving costs (footprint optimization) .

At December 30, 2012, the main components of restructuring and projects costs are as follows:

Reconciliation between the statutory tax rate in Luxembourg and Rexam Cosmetic effective tax rate

(in thousands USD)

Income before taxes	(88,581	)


Standard tax rate applicable in Luxembourg (in %)	28.80	%


Theoretical income tax (expense) benefit	25,511


Effect of:
—Differences in current tax rates of foreign countries	(1,062	)
—Unused tax losses and other deductible temporary differences for the period not recognized as deferred tax assets	(32,716	)
—Deferred tax assets impairment	(7,016	)
—Prior year adjustments	(1,166	)
—Other permanent differences	(12,183	)
—Withholding tax	(105	)
—Impacts of others Tax (French CVAE, Italian IRAP, Mexican IETU, ..)	(1,262	)
Actual income tax expense	(30,000	)

The other permanent differences include mainly the income tax paid for USD 15.2 million on Le Tréport following the partial contribution of assets.

Deferred taxes break down as follows by type of temporary differences. Most of these deferred taxes are long term.

The following table shows the opening and closing balances and the activity of property, plant and equipment and intangible assets for the year ended December 30, 2012.



Carrying amount at January 1, 2012	2,691		68,541		117,366		1,913		29,033		219,543		1,880


Disposals	0		(4,431	)	(930	)	0		(4	)	(5,365	)	(297	)
Additions	0		659		4,023		1,499		34,106		40,288		122
Depreciation and amortization	(52	)	(4,186	)	(23,362	)	(48	)	(2,096	)	(29,743	)	(1,256	)
Impairment charges	0		(10,522	)	(77,144	)	0		0		(87,666	)	0
Transfers in(out) from construction in progress	4,494		796		35,631		2,134		(36,693	)	6,364		611
Foreign exchange difference	84		1,186		(91	)	(43	)	(648	)	488		33
Other	0		1		(244	)	0		196		(47	)	48


Net book amount at December 30, 2012	7,217		52,043		55,251		5,456		23,895		143,861		1,142

Construction in progress represents the value of capitalized equipment under construction and/or not yet commissioned as of December 30, 2012.

Total depreciation, amortization and impairment expense related to property, plant and equipment was charged to the combined income statement as follows:

Rexam Cosmetics entities have been affected to two Cash Generating Units ("CGUs"): Dispensing systems and Rigid Packaging.

The recoverable amount of property, plant and equipment is based primarily on calculations using value in use. These calculations used cash flow projections based on the business plan done by Rexam Cosmetics for the purpose of the sale and reviewed by an external advisor. This plan covers four-years

period. Cash flows beyond the four-year period are extrapolated using the estimated growth rates presented below.

Based on the business plan of Rexam Cosmetics, an assets impairment over property, plants and equipments was recorded in 2012 for USD 74.8 million on the Rigid Packaging CGU. In addition, an impairment was recorded for USD 10.5 million on buildings, based on the external valuation of the real estate properties.

The amounts shown above include provisions and the elimination of the intercompany margin in finished goods inventory for Rexam Cosmetics entities.

Due to their short-term maturities, the fair value of Trade receivables and other is close to their carrying amount. None of Rexam Cosmetics' trade receivables is interest bearing.

Additions to and reversals of provisions for bad debt have been included in selling and administrative expenses in the combined income statement. When a trade receivable is deemed uncollectible, it is written off against the provision for bad debt account. Subsequent recoveries of amounts previously written off are credited against selling and administrative expenses in the combined income statement.

As at January 1, 2012, it includes an investment in Tianjian entity which has been sold in 2012.

Rexam Cosmetics has a number of pension plans. Some of these plans are defined contribution plans and some are defined benefit plans (France, Indonesia).The pensions plans are all legal schemes. Valuations of these plans was updated at December 30, 2012 by qualified actuaries.

The majority of Rexam Cosmetics' pension obligations relate to unfunded defined benefit pension plans mostly in France and lump-sum indemnities payable upon retirement to employees in France. Pension benefits are generally based on the employee's service and highest average eligible compensation before retirement, and are periodically adjusted for increases in the cost of living, either by Rexam Cosmetics practices, collective agreements or statutory requirements.

The Iboxx AA rate has been used as reference to determine the discount rate of the euro zone.

The present value of Rexam Cosmetics' obligation for pensions and other post-employment benefits is sensitive to changes in discount rates. An increase of 25 basis points in the discount rate would have the following impacts on the present value of Rexam Cosmetic's defined benefit obligation (DBO):

The provision for restructuring mainly includes restructuring plan launches in several sites.

Provisions for litigation and claims were recognized for all litigation (employee USD 1 million, commercial and other USD 1.6 million) identified at December 30, 2012.

The fair values of Rexam Cosmetics' financial assets and liabilities (including borrowings) are close to their carrying amounts, mainly as a result of their short maturity.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. The quoted market price used for financial assets held by the Group is the current bid price; the appropriate quoted market price for financial liabilities is the current ask price. This valuation method is referred to as Level 1 in the hierarchy established by IFRS 13.

Rexam Cosmetics' capital management objectives are to safeguard Rexam Cosmetics' ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

Rexam Cosmetics faces a number of risks, among which the main ones are market, environmental, social as well as financial risks. Risk management is an issue addressed by every employee and Rexam Cosmetics is committed to running its operations in a responsible and sustainable manner.

Rexam Cosmetics operates in 7 countries through combined subsidiaries. Rexam Cosmetics' net investments, earnings and cash flows are influenced by a wide variety of currencies due to the geographic diversity of Rexam Cosmetics sales and the countries in which it operates.

Rexam Cosmetics records its financial position and income in the relevant local currency, and then converts these figures into US dollar at the applicable exchanges rates for the purpose of combination in Rexam Cosmetics' Combined Financial Statements.

Part of the main currencies in the 2012 revenue breaks down as follows by currency:

Operating profit is mainly influenced by the currencies of those countries in which Rexam Cosmetics' operating plants are located. The euro and US dollar are the currencies that influence operating profit the most.

Due to the low proportion of financial assets and liabilities that are not denominated in the subsidiaries' functional currency, Rexam Cosmetics is not significantly exposed to transactional foreign

exchange risk. However Rexam Cosmetics remains exposed to foreign exchange risk through the translation of the financial statements of its entities from functional currencies to US dollars.

As at December 30, 2012, Rexam Cosmetics is cash positive. Rexam Cosmetics is not exposed to material interest rate risk.

As at December 30, 2012, Rexam Cosmetics is cash positive. Rexam Cosmetics is not exposed to liquidity risk.

Rexam Cosmetics' top ten customers represent more than 50% of the Rexam Cosmetics' sales. Therefore losing one of these customers would deeply impact Rexam Cosmetics' profitability. Only one customer represents about 17% of total sales and the other customers represent less than 10%.

The business is occasionally involved in lawsuits relating to ongoing operations, investigations by regulatory and fiscal authorities and obligation arising under environmental legislation. Insurance coverage is generally maintained and estimated costs are recorded for claims and suits of this nature. It is the opinion of management that one of these will have a material adverse effect on the financial position, result of operation or cash flows of the business. Costs related to such matters are not considered to be material in the years presented.

Minimum future lease payments on non-cancellable operating leases are mainly linked to building leases in the USA and Brazil.

On December 31, 2012, Rexam Group plc completed the sale to Albéa Group of the Rexam Personal Care Division which is a leader producer of dispensing systems and make-up packaging for the Cosmetics and Personal Care markets. The division operates 11 plants across 7 countries (France, the United States, Brazil, the Netherlands, China, Indonesia, Taiwan). The selling price was USD 407.6 million. Rexam Home & Personal Care Lodz sp z.o.o. ("HPC Poland") was sold on December 31, 2012 to Rose HPC Bidco, another Sun Capital affiliate, and subsequently sold to Albéa.

Rexam Cosmetics Combined Financial Statement includes the revenues and expenses of the following legal entities and reporting entities :

			2012

Subsidiaries	Description/ Operating segment	Country of incorporation	Percentage of control			Percentage of interest
Rexam do Brasil Embalagens Ltda	Cosmetic Rigid Packaging	France		100	%		100	%
Rexam Dispensing Systems Shanghai Co Ltd	Cosmetic Rigid Packaging	France		100	%		100	%
Rexam Plastic Metallizing Technologies Shanghai Co Ltd	Cosmetic Rigid Packaging	France		100	%		100	%
Rexam Plastic Processing Shanghai Co Ltd	Cosmetic Rigid Packaging	Indonesia		100	%		100	%
Rexam Plastic Molds Shanghai Co Ltd	Cosmetic Rigid Packaging	China		100	%		100	%
Rexam Plastic Products Shanghai Ltd	Cosmetic Rigid Packaging	China		100	%		100	%
Rexam Plasic Decoration Shanghai Co Ltd	Cosmetic Rigid Packaging	China		100	%		100	%
Rexam Plastic Packaging Shenzhen Co Ltd	Cosmetic Rigid Packaging	China		100	%		100	%
Rexam Plastic Packaging Shanghai Co Ltd	Cosmetic Rigid Packaging	China		100	%		100	%
Rexam Dispensing Systems SASU	Cosmetic Rigid Packaging	China		100	%		100	%
Rexam Beauty Alliance	Cosmetic Rigid Packaging	China		100	%		100	%
Rexam Dispensing SMT SASU	Cosmetic Rigid Packaging	China		100	%		100	%
Rexam Simandre SASU	Corporate	United Kingdom		100	%		100	%
Rexam Reboul SASU	Cosmetic Rigid Packaging	Poland		100	%		100	%
Rexam Asia Ltd	Cosmetic Rigid Packaging	Taiwan		100	%		100	%
Rexam Make Up Hong Kong Ltd	Cosmetic Rigid Packaging	Hong Kong		100	%		100	%
Rexam Plastic Packaging Hong Kong Ltd	Cosmetic Rigid Packaging	Hong Kong		100	%		100	%
PT Rexam Plastic Packaging Indonesia	Cosmetic Rigid Packaging	Hong Kong		100	%		100	%
Rexam Plastic Nederland BV	Cosmetic Rigid Packaging	Brazil		100	%		100	%
Rexam Airspray NV	Cosmetic Rigid Packaging	France		100	%		100	%
Rexam Airspray BV	Corporate	Netherland		100	%		100	%
Rexam Airspray Engineering BV	Cosmetic Rigid Packaging	Netherland		100	%		100	%
Rexam Airspray Develpment BV	Cosmetic Rigid Packaging	Netherland		100	%		100	%
Rexam Home & Personal Care Zevenhuiszen BV	Cosmetic Rigid Packaging	Netherland		100	%		100	%
Rexam Consumer Plastic Netherland BV	Cosmetic Rigid Packaging	Netherland		100	%		100	%
Rexam Home & Personal Care Lodz sp zoo	Cosmetic Rigid Packaging	Netherland		100	%		100	%
Rexam Taiwan Co	Cosmetic Rigid Packaging	Netherland		100	%		100	%
Rexam Beauty Asia Holding Ltd	Cosmetic Rigid Packaging/corporate	USA		100	%		100	%
Rexam Beauy & Closures Inc	Cosmetic Rigid Packaging/corporate	France		100	%		100	%

Until , (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers' obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

Pursuant to Luxembourg law on agency, agents are entitled to be reimbursed any advances or expenses made or incurred in the course of their duties, except in cases of fault or negligence on their part. Luxembourg law on agency is applicable to the mandate of directors and agents of the Issuer.

Pursuant to Luxembourg law, a company is generally liable for any violations committed by employees in the performance of their functions except where such violations are not in any way linked to the duties of the employee.

Prior to the completion of this offering, our articles of association will provide that directors and officers, past and present, are entitled to indemnification from us to the fullest extent permitted by Luxembourg law against liability and all expenses reasonably incurred or paid by them in connection with any claim, action, suit or proceeding in which they are involved by virtue of their being or having been a director or officer and against amounts paid or incurred by them in the settlement thereof.

No indemnification will be provided to a former or current director or member of the management board in case of fraud. The right to indemnification shall (i) not be forfeited in case of a settlement of any legal action or proceedings, whether civil, criminal or administrative and (ii) inure to the benefit of the heirs and successors of the former or current member of the Board of Directors without prejudice of any other indemnification rights.

Prior to completion of this offering, we will enter into separate indemnification agreements with our directors and executive officers, in addition to indemnification provided for in our articles of association. These agreements, among other things, provide for indemnification of our directors and executive officers to the fullest extent permitted by Luxembourg law for expenses, judgments, fines and settlement amounts incurred by them in any action or proceeding arising out of their services as a director or executive officer or at our request, subject to certain limitations. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers.

We also agreed to indemnify certain officers of the Issuer for adverse tax consequences they may suffer pursuant to their employment agreements.

The indemnification rights set forth above shall not be exclusive of any other right which any of our former or current directors and officers may have or hereafter acquire under any statute, provision of our articles of association, agreement, vote of shareholders or disinterested directors or otherwise.

We expect to maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers.

The proposed form of Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement provides for indemnification to our directors and officers by the underwriters against certain liabilities.

On July 10, 2014 we issued 625 class B3 shares (in aggregate) with a nominal value of €1.00 per share.

On January 9, 2014 we issued 570 class B2 shares (in aggregate) with nominal value of €1.00 per share to Richard Poyol and Jose Thame Xavier de Brito Neto.

On December 31, 2013 we issued 1,170 class B2 shares (in aggregate) with nominal value of €1.00 per share to Xavier Leclerc de Hauteclocque, Thierry Sarfati, Jean-Jacque Alexis and Guillaume de Demandolx.

On June 29, 2012 we issued 1,750 class B1 shares (in aggregate) with nominal value of €1.00 per share to Xavier Leclerc de Hauteclocque, Thierry Rabu, Olivier Boiteau, Lionel Quenet and Adrian Haughton.

On July 19, 2011 we issued 470 class B0 shares (in aggregate) with nominal value of €1.00 per share to Ramesh Pitchai, Lester Pinto, Kristina Christensen, Subrata Bose, Vincent Thibault, Gianluca Barcellona, Charles Henri Perret and Aurelie Bourgey.

On July 1, 2011 we issued 11,850 class B0 shares (in aggregate) with nominal value of €1.00 per share to several managers.

On June 29, 2011 we issued 171,217 class A shares with nominal value of €1.00 per share to Neuheim Lux Group Holding V.

On June 22, 2011, we issued 1 management share with nominal value of €1.00 per share to Twist Beauty S.à r.l. and 31,000 class A shares to Neuheim Lux Group Holding V.

We also have shareholder funding instruments in the form of preferred equity certificates ("PECs") and yield-free convertible preferred equity certificates ("CPECS") in an aggregate of €3.5 million of PECs outstanding and €27.1 million of CPECs outstanding, $2.5 million of which were accounted for as non-current borrowings (as of December 31, 2013). See "Certain Relationships and Related Party Transactions—Shareholder Funding Instruments."

All schedules are omitted because the required information is not applicable or included in the registrant's financial statements in the Prospectus part of this registration statement.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Luxembourg, Grand Duchy of Luxembourg on August 26, 2014.


	Twist Beauty S.à r.l.,
in its capacity as general partner and sole manager of Twist Beauty S.à r.l. & Partners S.C.A.
	By:	*
	Name:	Benjamin Buerstedde
	Title:	Class A Manager
	By:	*
	Name:	Isabelle Arker
	Title:	Class B Manager
	By:	*
	Name:	Anita Lyse
	Title:	Class B Manager
	By:	*
	Name:	Noëlla Antoine
	Title:	Class B Manager
	By:	*
	Name:	Laura Spitoni
	Title:	Class B Manager

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

		Description

1.1	*	Form of Underwriting Agreement.

3.1	†	Articles of Association of Twist Beauty S.à r.l. & Partners S.C.A., as currently in effect.

3.2	*	Form of Amended and Restated Articles of Association of Albéa S.A. (after our conversion into a Luxembourg public limited liability company) to be effective upon completion of this offering.

4.1	*	Form of Specimen Certificate Evidencing Ordinary Shares.

4.2	†	Indenture, dated as of October 31, 2012, as supplemented on December 31, 2012, by and among Albéa Beauty Holdings S.A., as issuer, the guarantors party thereto, Wilmington Trust, National Association, as trustee, registrar, transfer agent and paying agent for the US dollar denominated senior secured notes, Citibank, N.A., London Branch, as principal paying agent and transfer agent for the euro denominated senior secured notes, Citigroup Global Markets Deutschland AG, as registrar for the euro denominated senior secured notes and Wilmington Trust (London) Limited, as security agent.

4.3	†	Supplemental Indenture to the Indenture, dated as of December 31, 2012, by and among Albéa Beauty Holdings S.A., as issuer, the guarantors party thereto, Wilmington Trust, National Association, as trustee and Wilmington Trust (London) Limited, as security agent.

4.4	†	Form of euro denominated senior secured note and US dollar denominated senior secured note (included in Exhibit 4.2 hereto).

5.1		Opinion of Loyens & Loeff Luxembourg S.à r.l.

10.1	*	Consulting services agreement between certain Albéa group companies and Sun Capital Partners Management V, LLC.

10.2		North American ABL Facility Agreement, dated as of December 17, 2010, among Albéa Americas, Inc., Albéa Mexicana, L.P., Albéa Cosmetics America, Inc., Albéa Beauty Solutions USA, LLC and Albéa Canada Inc., the other entities and guarantors named therein, with PNC Bank, General Electric Capital Corporation and certain other lenders.

10.3	†	First Amendment to the North American ABL Facility Agreement, dated as of January 18, 2011, among Albéa Americas, Inc., Albéa Mexicana, L.P., Albéa Cosmetics America, Inc., Albéa Beauty Solutions USA, LLC and Albéa Canada Inc., the other entities and guarantors named therein, with PNC Bank, General Electric Capital Corporation and certain other lenders

10.4	†	Second Amendment to the North American ABL Facility Agreement, dated as of August 31, 2011, among Albéa Americas, Inc., Albéa Mexicana, L.P., Albéa Cosmetics America, Inc., Albéa Beauty Solutions USA, LLC and Albéa Canada Inc., the other entities and guarantors named therein, with PNC Bank, General Electric Capital Corporation and certain other lenders.

10.5	†	Third Amendment to the North American ABL Facility Agreement, dated as of November 10, 2011, among Albéa Americas, Inc., Albéa Mexicana, L.P., Albéa Cosmetics America, Inc., Albéa Beauty Solutions USA, LLC and Albéa Canada Inc., the other entities and guarantors named therein, with PNC Bank, General Electric Capital Corporation and certain other lenders.

		Description

10.6	†	Fourth Amendment to the North American ABL Facility Agreement, dated as of August 28, 2012, among Albéa Americas, Inc., Albéa Mexicana, L.P., Albéa Cosmetics America, Inc., Albéa Beauty Solutions USA, LLC and Albéa Canada Inc., the other entities and guarantors named therein, with PNC Bank, General Electric Capital Corporation and certain other lenders.

10.7	†	Fifth Amendment to the North American ABL Facility Agreement, dated as of October 5, 2012, among Albéa Americas, Inc., Albéa Mexicana, L.P., Albéa Cosmetics America, Inc., Albéa Beauty Solutions USA, LLC and Albéa Canada Inc., the other entities and guarantors named therein, with PNC Bank, General Electric Capital Corporation and certain other lenders.

10.8	†	Sixth Amendment to the North American ABL Facility Agreement, dated as of December 31, 2012, among Albéa Americas, Inc., Albéa Mexicana, L.P., Albéa Cosmetics America, Inc., Albéa Beauty Solutions USA, LLC and Albéa Canada Inc., the other entities and guarantors named therein, with PNC Bank, General Electric Capital Corporation and certain other lenders.

10.9	†	Seventh Amendment to the North American ABL Facility Agreement, dated as of August 23, 2013, mong Albéa Americas, Inc., Albéa Mexicana, L.P., Albéa Cosmetics America, Inc., Albéa Beauty Solutions USA, LLC and Albéa Canada Inc., the other entities and guarantors named therein, with PNC Bank, General Electric Capital Corporation and certain other lenders.

10.10	†	Eighth Amendment to the North American ABL Facility Agreement, dated as of September 26, 2013, mong Albéa Americas, Inc., Albéa Mexicana, L.P., Albéa Cosmetics America, Inc., Albéa Beauty Solutions USA, LLC and Albéa Canada Inc., the other entities and guarantors named therein, with PNC Bank, General Electric Capital Corporation and certain other lenders

10.11	†	European Receivables Facility Agreement, dated as of July 6, 2010, among Albéa Beauty Solutions Europe S.A.S., Albéa Tubes France S.A.S., Albéa Cosmetics France S.A.S.U., Albéa Poland Sp. z o.o., Albéa Tubes Italy S.p.A., Albéa Cosmetics Italy S.p.A., Albéa Deutschland GmbH and certain additional borrowers and guarantors named therein, with La Compagnie Générale d'Affacturage as factor, which has subsequently been amended on December 6, 2010, March 25, 2011, October 5, 2012 (effective as of November 1, 2012) and January 31, 2013.

10.12	†	Committed European Receivables Facility framework agreement, dated as of June 23, 2014, among Albéa Beauty Solutions Europe S.A.S., Albéa Tubes France S.A.S., Albéa Cosmetics France S.A.S., Albéa Poland Sp. z o.o., Albéa Tubes Italy S.p.A., Albéa Cosmetics Italy S.p.A., Albéa Deutschland GmbH and certain additional borrowers and guarantors named therein, with Crédit Agricole Leasing & Factoring, as factor, which includes the non-recourse committed receivable facility among the factor and Albéa Cosmetics France S.A.S. and the committed receivables facility among the factor and certain other borrowers, both dated as of June 23, 2014.

10.13	*	Securityholders' Deed.

10.14	*	Registration Rights Agreement among Twist Beauty S.à r.l. & Partners S.C.A., Neuheim Lux Group Holding V S.á r.l., Twist Beauty S.à r.l. and certain other shareholders of Twist Beauty S.à r.l. & Partners S.C.A.

10.15	*	Stock Purchase Agreement among Twist Beauty Packaging Cayman Holdings L.P. and certain shareholders of Twist Beauty S.à r.l. & Partners S.C.A.

21.1	†	List of subsidiaries of Albéa S.A.


Copies of all communications, including communications sent to agent for service, should be sent to:
Joshua N. Korff, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 +1 (212) 446-4800	William R. Burke, Esq. Kirkland & Ellis International LLP 30 St Mary Axe London EC3A 8AF +44 (0) 20 7469 2000	Marc D. Jaffe, Esq. Ian D. Schuman, Esq. Stelios G. Saffos, Esq. Latham & Watkins LLP 885 Third Avenue New York, New York 10022 +1 (212) 906-1281

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price⁽¹⁾⁽²⁾	Amount of Registration Fee⁽²⁾⁽³⁾




Ordinary shares, nominal value $1.00 per ordinary share	$150,000,000	$19,320

	Per Ordinary Share	Total

Public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds, before expenses, to the selling shareholders	$	$
Proceeds, before expenses, to us	$	$



BofA Merrill Lynch	J.P. Morgan	Goldman, Sachs & Co.
Baird	Barclays	BMO Capital Markets



Assumed initial public offering price per ordinary share		$
Net tangible book value per ordinary share as of , 2014		$
Increase in pro forma net tangible book value per ordinary share attributable to this offering		$
Pro forma net tangible book value per ordinary share as of , 2014 (after giving effect to this offering)		$
Dilution per ordinary share to new investors⁽¹⁾		$


Grand Duchy of Luxembourg (State or other jurisdiction of incorporation or organization)		3089 (Primary Standard Industrial Classification Code Number)		N/A (I.R.S. Employer Identification No.)


PROSPECTUS SUMMARY			1
RISK FACTORS			22
FORWARD-LOOKING STATEMENTS			44
USE OF PROCEEDS			46
DIVIDEND POLICY			47
CAPITALIZATION			48
DILUTION			50
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA			52
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			59
INDUSTRY OVERVIEW			95
BUSINESS			99
MANAGEMENT			120
PRINCIPAL AND SELLING SHAREHOLDERS			128
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			131
DESCRIPTION OF SHARE CAPITAL			136
COMPARISON OF SHAREHOLDER RIGHTS			146
ENFORCEMENT OF CIVIL LIABILITIES			161
DESCRIPTION OF CERTAIN INDEBTEDNESS			163
ORDINARY SHARES ELIGIBLE FOR FUTURE SALE			172
MATERIAL TAX CONSIDERATIONS			174
UNDERWRITING			185
EXPENSES RELATED TO THIS OFFERING			193
LEGAL MATTERS			194
EXPERTS			195
WHERE YOU CAN FIND MORE INFORMATION			196
INDEX TO FINANCIAL STATEMENTS			F-1


Sales by geographic region for the year ended December 31, 2013		Sales by product category for the year ended December 31, 2013

	Ordinary Shares Purchased			Total Consideration

	Ordinary Shares Purchased			Total Consideration			Average Price per Ordinary Share
	Number	Percentage		Amount	Percentage		Average Price per Ordinary Share
Existing shareholders			%	$		%	$
New investors


Total			%	$		%	$

	Year ended December 31,

	2013 (actual)			2012 (pro forma)
	(in millions, except percentages)
Revenue by geographic region:
Europe	$ 751.5	48.4	%	$ 694.5	47.3	%
Total Americas	578.2	37.2	%	549.3	37.4	%
North America	462.1	29.7	%	437.7	29.8	%
South America	116.1	7.5	%	111.6	7.6	%
Asia	223.4	14.4	%	225.3	15.3	%
Holding & corporate	—	—		0.3	—


Revenue	$ 1,553.1	100.0	%	$ 1,469.4	100.0	%



End-Market Retail Sales Growth 2013 (actual)—2018 (estimated)		End-Market Packaging Consumption Growth 2013 (estimated)—2018 (estimated)


Source: Euromonitor International Beauty and Personal Care 2014, Consumer Health 2014, Soft Drinks 2014, Packaged Food 2014, Homecare 2014.		Source: Smithers Pira, 2013.

Year

2015	106.563	%	106.281	%
2016	104.375	%	104.188	%
2017	102.188	%	102.094	%
2018 and thereafter	100.000	%	100.000	%

Name		Number of Ordinary Shares

Merrill Lynch, Pierce, Fenner & Smith Incorporated
J.P. Morgan Securities LLC
Goldman, Sachs & Co.
Robert W. Baird & Co. Incorporated
Barclays Capital Inc.
BMO Capital Markets Corp.


Total


SEC registration fee	$	19,320
FINRA filing fee	$	23,000
Exchange listing fee	$	*
Printing expenses	$	*
Legal fees and expenses	$	*
Accounting fees and expenses	$	*
Miscellaneous expenses	$	*


Total expenses	$	*

		Page

Unaudited Condensed Interim Consolidated Financial Statements of Twist Beauty S.à r.l. & Partners S.C.A. for the periods ended June 30, 2014 and 2013		F-2
Unaudited Consolidated Income Statement		F-3
Unaudited Consolidated Statement of Comprehensive Income		F-4
Unaudited Consolidated Balance Sheet—Assets		F-5
Unaudited Consolidated Balance Sheet—Equity and Liabilities		F-6
Unaudited Consolidated Cash Flow Statement		F-7
Unaudited Consolidated Statement of Changes in Equity		F-8
Notes to the Unaudited Condensed Interim Consolidated Financial Statements		F-9
Consolidated Financial Statements of Twist Beauty S.à r.l. & Partners S.C.A. for the years ended December 31, 2013, 2012 and 2011		F-26
Report of Independent Registered Public Accounting Firm		F-27
Consolidated Income Statement		F-28
Consolidated Statement of Comprehensive Income		F-29
Consolidated Balance Sheet—Assets		F-30
Consolidated Balance Sheet—Equity and Liabilities		F-31
Consolidated Cash Flow Statement		F-32
Consolidated Statement of Changes in Equity		F-34
Notes to the Consolidated Financial Statements		F-35
Combined Financial Statements of Rexam Cosmetics for the year ended December 30, 2012		F-112
Report of Independent Auditor		F-113
Combined Income Statement		F-115
Combined Statement of Comprehensive Income/(Loss)		F-116
Combined Balance Sheet—Assets		F-117
Combined Balance Sheet—Equity and Liabilities		F-118
Combined Cash Flow Statement		F-119
Combined Statement of Changes in Equity		F-120
Notes to the Combined Financial Statements		F-121


Condensed interim consolidated financial statements
Consolidated income statement		F-3
Consolidated statement of comprehensive income		F-4
Consolidated balance sheet—assets		F-5
Consolidated balance sheet—equity and liabilities		F-6
Consolidated cash flow statement		F-7
Consolidated statement of changes in equity		F-8
General information
Note 1	General information	F-10
Note 2	Accounting policies	F-10
Note 3	Other information	F-12
Note 4	Segment reporting	F-12
Consolidated income statement
Note 5	Notes to the income statement	F-17
Note 5.1	Revenue	F-17
Note 5.2	Cost of sales	F-17
Note 5.3	Selling and administrative expenses	F-18
Note 5.4	Restructuring and project costs	F-18
Note 5.5	Other income/(expense)	F-19
Note 5.6	Net finance costs	F-19
Note 5.7	Earnings per share	F-20
Consolidated balance sheet
Note 6	Notes to the balance sheet	F-20
Note 6.1	Goodwill	F-20
Note 6.2	Property, plant and equipment and intangible assets	F-20
Note 6.3	Other financial assets	F-20
Note 6.4	Other financial receivables	F-21
Note 6.5	Inventories	F-21
Note 6.6	Trade and other receivables	F-21
Note 6.7	Cash and cash equivalents	F-21
Note 6.8	Capital stock	F-22
Note 6.9	Borrowings	F-22
Note 6.10	Net debt	F-23
Note 6.11	Provisions	F-23
Note 6.12	Other financial payables	F-24
Note 6.13	Trade and other payables	F-24
Note 6.14	Assets/Liabilities held for sale	F-24
Note 6.15	Pensions and other LT benefits obligations	F-25
Note 7	Related parties	F-25
Note 8	Subsequent events	F-25

In thousands $

Operating Profit	28,356	14,408
Depreciation/amortization	37,431	34,732
Restructuring & project costs	18,461	15,514
Others	1,783	9,209


Adjusted EBITDA	86,031	73,863


Cosmetech Mably International (consolidated under the equity method)	280	249


Adjusted EBITDA (management)	86,311	74,112

In thousands $

SUN management fees	1,859		2,033
(Gains) losses on disposals	637		368
Unrealized (Gains) losses on working capital	(722	)	122
Inventory step-up release (purchase price allocation)	—		6,713
Other	9		(27	)


Others	1,783		9,209

As at and for the period ended June 30, 2014 In thousands $

Segment revenue	335,801		482,471		—		818,272


Adjusted EBITDA	41,644		51,476		(7,089	)	86,031


Depreciation/amortization(1)	(13,482	)	(22,751	)	(1,197	)	(37,431	)
Restructuring and projects costs	(1,203	)	(7,794	)	(9,464	)	(18,461	)
Others(1)	(1,949	)	(6,422	)	6,588		(1,783	)


Operating Profit	25,010		14,509		(11,163	)	28,356


Segment assets(2)	250,375		614,251		10,769		875,395


Capital expenditures of the period	(19,139	)	(23,994	)	(6,397	)	(49,530	)

As at June 30, 2014 In thousands $

Non current assets(*)	196,836		503,102		24,417		724,355
Inventories, net	58,226		131,025		(2,978	)	186,273
WC—Receivables	116,092		197,781		16,626		330,499
WC—Payables	(120,779	)	(217,657	)	(27,296	)	(365,732	)


Segment assets	250,375		614,251		10,769		875,395

As at and for the period ended June 30, 2013 In thousands $

Segment revenue	303,044		465,537		—		768,581


Adjusted EBITDA	33,756		49,665		(9,558	)	73,863


Depreciation/amortization	(12,512	)	(21,590	)	(630	)	(34,732	)
Restructuring and projects costs	(2,450	)	(12,663	)	(401	)	(15,514	)
Others(1)	(3,834	)	(14,687	)	9,312		(9,209	)


Operating Profit	14,960		725		(1,277	)	14,408


Capital expenditures of the period	(12,158	)	(30,295	)	(3,686	)	(46,139	)

As at December 31, 2013 In thousands $

Non current assets(*)	193,571		476,147		23,922		693,640
Inventories, net	55,644		116,403		(2,978	)	169,069
WC—Receivables	97,724		165,622		24,707		288,053
WC—Payables	(115,178	)	(180,800	)	(26,141	)	(322,119	)


Segment assets	231,761		577,372		19,510		828,643

As at and for the period ended June 30, 2014 In thousands $

Revenue	410,452		289,555		118,265		—		818,272


Adjusted EBITDA	44,783		36,957		11,380		(7,089	)	86,031


Depreciation/amortization	(15,741	)	(10,834	)	(3,618	)	(7,239	)	(37,431	)
Restructuring and projects costs	(4,742	)	(1,966	)	(2,289	)	(9,464	)	(18,461	)
Others(1)	(508	)	(4,952	)	(2,910	)	6,588		(1,783	)


Operating Profit	23,792		19,205		2,563		(17,204	)	28,356


Segment assets(2)	325,752		211,084		121,221		217,338		875,395


Capital expenditures of the period	(24,204	)	(13,863	)	(5,066	)	(6,397	)	(49,530	)

America In thousands $

North America	232,306	28,788
South America	57,249	8,169


	289,555	36,957

As at June 30, 2014 In thousands $

Non current assets(*)	253,061		147,232		93,074		230,988		724,355
Inventories, net	94,116		54,283		40,853		(2,979	)	186,273
WC—Receivables	169,448		95,630		48,795		16,626		330,499
WC—Payables	(190,873	)	(86,061	)	(61,501	)	(27,297	)	(365,732	)


Segment assets	325,752		211,084		121,221		217,338		875,395

As at and for period ended June 30, 2013 In thousands $

Revenue	370,859		279,791		117,931		—		768,581


Adjusted EBITDA	37,221		35,155		11,045		(9,558	)	73,863


Depreciation/amortization	(13,987	)	(10,048	)	(4,036	)	(6,661	)	(34,732	)
Restructuring and projects costs	(6,874	)	(5,217	)	(3,022	)	(401	)	(15,514	)
Others(1)	(9,038	)	(7,339	)	(2,144	)	9,312		(9,209	)


Operating Profit	7,322		12,551		1,843		(7,308	)	14,408


Capital expenditures of the period	(18,217	)	(15,353	)	(8,882	)	(3,686	)	(46,139	)

America In thousands $

North America	220,407	27,899
South America	59,384	7,256


	279,791	35,155

As at December 31, 2013 In thousands $

Non current assets(*)	235,886		142,477		78,743		236,534		693,640
Inventories, net	81,704		55,489		34,855		(2,979	)	169,069
WC—Receivables	139,071		76,999		47,276		24,707		288,053
WC—Payables	(174,429	)	(71,882	)	(49,666	)	(26,142	)	(322,119	)


Geographical assets	282,232		203,083		111,208		232,120		828,643

In thousands $

Employee benefit expenses	(179,704	)	(177,071	)
Depreciation production assets	(29,041	)	(25,871	)
Other expenses	(453,991	)	(425,820	)


Total cost of sales	(662,736	)	(628,762	)

In thousands $

Raw materials and components (resins, film, inks, caps, purchase for resale, etc.)	(321,614	)	(302,463	)
Other production consumables, energy and utilities	(29,797	)	(30,117	)
Freight out costs	(17,654	)	(14,999	)
Other costs (repairs, maintenance, services, etc.)	(84,926	)	(78,241	)


Total other expenses (from Costs of sales)	(453,991	)	(425,820	)

In thousands $

Employee benefit expenses	(61,384	)	(57,464	)
Depreciation and amortization	(2,589	)	(1,945	)
Other expenses	(37,319	)	(35,225	)


Total selling and administrative expenses	(101,292	)	(94,634	)

In thousands $

Allowances/reversal of Restructuring provisions (non cash)	(1,464	)	2,320
Other costs for the year	(16,997	)	(17,834	)


Total restructuring and project costs	(18,461	)	(15,514	)

In thousands $

Sun management fees	(1,859	)	(2,033	)
Intangible assets depreciation(*)	(6,189	)	(6,188	)
Gains (losses) on disposals	(637	)	(368	)
Unrealized forex gains (losses) on working capital	722		(122	)
Stock margin release(*)	—		(6,713	)
Other	536		161


Total other income/(expense)	(7,427	)	(15,263	)

In thousands $

Number of shares:
Weighted average number of ordinary shares in issue	218,002		216,287


Net profit:
Net profit attribuable to owners of the group (in thousands of USD)	(17,162	)	(27,524	)


Basic and diluted earnings per share (in USD)	(78.72	)	(127.34	)