INEOS GROUP HOLDINGS PLC ANNOUNCES THE EXECUTION OF THE SUPPLEMENTAL INDENTURE GIVING EFFECT TO THE PROPOSED AMENDMENTS AND TERMINATION OF THE BLOCKING PERIOD WITH RESPECT TO NOTES HELD THROUGH EUROCLEAR AND CLEARSTREAM
INEOS GROUP HOLDINGS PLC
INEOS GROUP HOLDINGS PLC ANNOUNCES THE EXECUTION OF THE SUPPLEMENTAL INDENTURE GIVING EFFECT TO THE PROPOSED AMENDMENTS AND TERMINATION OF THE BLOCKING PERIOD WITH RESPECT TO NOTES HELD THROUGH EUROCLEAR AND CLEARSTREAM
Lyndhurst, United Kingdom — April 6, 2010. INEOS Group Holdings plc (the “Issuer”), a public limited company incorporated under the laws of England and Wales, today announced that the Issuer, the Guarantors and the Trustee have executed the Supplemental Indenture (the “Supplemental Indenture”) giving effect 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 Issuer issued its:
(i) 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) 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”)).
The Supplemental Indenture was executed pursuant to the terms and conditions of a solicitation (the “Solicitation”) of consents (the “Consents”) from Holders of the 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”).
All holders of Notes are bound by the terms of the Indenture as amended by the Supplemental Indenture giving effect to the Proposed Amendments.
With respect to Notes held through Euroclear and Clearstream, and of which an electronic voting instruction was submitted to the relevant Clearing System pursuant to the terms and conditions of the Solicitation, the Blocking Period has been terminated with effect from April 7, 2010. Except for the termination of the Blocking Period, all other terms and conditions of the Solicitation remain unchanged.
This announcement is being given pursuant to Section 9.05 and Section 13.02 of the Indenture. Questions relating to this announcement should be directed to the Issuer and the Information and Tabulation Agent for the Solicitation. The registered office of the Issuer is located at Hawkslease, Chapel Lane, Lyndhurst, Hampshire SO43 7FG, United Kingdom, and the Issuer’s telephone number is +44 (0) 2380 287031. The Information and Tabulation Agent for the Solicitation is Bondholder Communications Group LLC, located 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)).
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.
________________________________________________________________
This announcement is for information purposes 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.