INEOS Group Holdings plc (the “Issuer”), a public limited company organized under the laws of England and Wales, announces that, as of April 1, 2010, it has obtained Consents (as defined below) from Holders of a majority in aggregate principal amount of:
(i) the outstanding 7⅞% Senior Notes due 2016 (Common Code: 24294536, ISIN number: XS0242945367 (Regulation S) and Common Code 24294587, ISIN number: XS0242945870 (Rule 144A)) (collectively, the "Euro Notes"); and
(ii) the outstanding 8½% Senior Notes due 2016 (Common Code: 24294625, ISIN number: XS0242946258 (Regulation S) and ISIN number: US45661YAA82, CUSIP number: 45661YAA8 (Rule 144A)) (collectively, the "Dollar Notes", and together with the Euro Notes, the "Notes"),
to certain amendments (the "Proposed Amendments") to the Indenture, dated as of February 7, 2006 (as supplemented or amended to the date hereof, the "Indenture"), by and between the Issuer, the Guarantors as defined therein, The Bank of New York Mellon, as Trustee, Collateral Agent, Registrar and Principal Paying Agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent and Luxembourg Transfer Agent, pursuant to which the Notes were issued.
Consents were obtained pursuant to a solicitation (the "Solicitation") of consents (the "Consents") from Holders of Notes launched on March 17, 2010. Capitalised terms used in this announcement and not otherwise defined have the meanings ascribed to them in the consent solicitation statement dated March 17, 2010 (the "Consent Solicitation Statement").
The Issuer has obtained the Requisite Consents from Holders of a majority in aggregate principal amount of the Notes to (i) permit the issuance of Public Debt pursuant to the "Credit Facilities Basket" set forth in Section 4.03(b)(i) of the Indenture in order to permit the refinancing of a portion of the Indebtedness under the New Senior Facilities Agreement, (ii) expressly authorize the Issuer, the Guarantors, the Trustee and the Collateral Agent under the Indenture to enter into the New Intercreditor Agreement that is expected to be implemented in connection with the Senior Secured Notes and the New Senior Facilities Agreement, (iii) permit the transactions that will be undertaken in connection with the implementation of the New Senior Facilities Agreement and (iv) implement certain other technical amendments to the Indenture.
The Issuer has offered to Holders of Notes a consent fee of €2.50 for each €1,000 principal amount of Euro Notes and $2.50 for each $1,000 principal amount of Dollar Notes (each, a "Consent Fee") in respect of which such Holder has validly delivered (and has not validly revoked) a Consent pursuant to the terms of the Solicitation on or prior to 5:00 p.m., New York City time, on April 1, 2010, and expects to pay the Consent Fee on April 12, 2010, or as soon as practical thereafter.
The Issuer has engaged Barclays Bank PLC and J.P. Morgan Securities Ltd. to act as the Solicitation Agents for the Solicitation. Questions from Holders of Notes regarding the Solicitation should be directed to Bondholder Communications Group LLC, the Information and Tabulation Agent for the Solicitation, at 46th Floor, 30 Broad Street, New York, NY 10004, USA, attn: Irma Gordon (telephone: +44 207 382 4580 (London) or +1 212 809 2663 (New York)) or the Solicitation Agents for the Solicitation, Barclays Bank PLC, 5 The North Colonnade, Canary Wharf, London E14 4BB, United Kingdom (telephone +44 207 773 8990 (London), +1 800 438 3242 (toll-free) (U.S.A) or +1 212 528 7581 (collect) (U.S.A)) and J.P. Morgan Securities Ltd., 125 London Wall, London EC2Y 5AJ, United Kingdom (telephone +44 207 777 1817 or +44 207 325 9633 (London)).
Within the United Kingdom, this announcement is directed only at (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and (ii) any other persons to whom it may lawfully be communicated (together, "Relevant Persons"). The investment or investment activity to which this announcement relates is only available to and will only be engaged in with Relevant Persons and persons who receive this announcement who are not Relevant Persons should not rely or act upon it.
This announcement is not a solicitation of consents with respect to any Notes and does not constitute an invitation to participate in the Solicitation in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws.
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This announcement includes forward-looking statements. Forward-looking statements are all statements other than those of historical fact and include, without limitation, statements regarding the Issuer's business, financial condition, strategy, results of operations, certain of the Issuer's plans, objectives, assumptions, expectations, prospects and beliefs and statements regarding other future events or prospects. The words "aim", "anticipate", "assume", "believe", "continue", "estimate", "expect", "future", "help", "intend", "may", "plan", "positioned", "predict", "project", "risk", "shall", "should", "will", the negative or other variations of them and other similar expressions that are predictions of or indicate future events and future trends are or may constitute forward looking statements. These forward-looking statements reflect the Issuer's current view about its plans, strategies and prospects, which are based on the information currently available to the Issuer and on assumptions which the Issuer has made.
Although the Issuer believes that its plans, intentions and expectations as reflected in or suggested by those forward-looking statements are reasonable, the Issuer can give no assurance that the plans, intentions or expectations will be achieved.
The Issuer does not intend to update or revise any forward-looking statements in this announcement whether as a result of new information, future events or otherwise. All subsequent written or oral forward-looking statements attributable to the Issuer, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements contained throughout this announcement. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements.
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This announcement is for information only and does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful absent registration or qualification under the securities laws of any such jurisdiction. No securities may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the issuer making the offer and its management and financial statements. No public offer of securities is to be made by the Issuer in the United States.