INEOS Group Holdings S.A. (the "Company") announced that it may elect to raise additional debt financing that ranks equally with the Company's existing Senior Notes (the “Additional Senior Debt”). If any such financing were to be announced prior to 5 May 2015, then the net proceeds of such financing would be expected to refinance the Company's existing Senior Notes due 2018, including the payment of related fees, costs, expenses and premiums. Any such financing is at the election of the Company. The interest rate with respect to any such Additional Senior Debt would be set at the time of the pricing of such financing and may be less than or greater than the interest rate applicable to the debt that is refinanced, which would have a corresponding effect on our cash interest expense on a pro forma basis. In addition, the maturity date of any such Additional Senior Debt would be set at the time of pricing of such financing and may be earlier or later than the maturity date of the Company's and its subsidiaries' existing debt. There can be no assurance that the Company will elect to raise any Additional Senior Debt or that any effort to raise Additional Senior Debt will be successful, and there can be no assurance as to the amount or terms of any such Additional Senior Debt.
Cautionary Statement
This announcement is for information purposes only and does not constitute a prospectus or any offer to sell or the solicitation of an offer to buy any security in the United States of America or in any other jurisdiction. Any securities that may be offered will be offered in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") and will accordingly be offered only to (i) qualified institutional buyers pursuant to Rule 144A under the Securities Act and (ii) certain persons outside the United States in compliance with Regulation S under the Securities Act. No indebtedness incurred in connection with any financing transaction will be registered under the Securities Act.
This communication is directed only at (i) persons 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”), (ii) persons who fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, (iii) persons who are outside the United Kingdom, and (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to, and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This announcement is for information purposes only and does not constitute a public offering of securities in the Grand Duchy of Luxembourg within the meaning of the Luxembourg law dated 10 July 2005 on prospectuses for securities, as amended, or an offer of securities to the public in any European Economic Area member state that has implemented Directive 2003/71/EC, and any amendments thereto (together with any applicable implementing measures in any member state, the "Prospectus Directive")).
Forward Looking Statements
This announcement may include “forward looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These forward looking statements can be identified by the use of forward looking terminology, including the terms ‘‘believes,’’ ‘‘estimates,’’ ‘‘anticipates,’’ ‘‘expects,’’ ‘‘intends,’’ ‘‘may,’’ ‘‘will’’ or ‘‘should’’ or, in each case, their negative, or other variations or comparable terminology. These forward looking statements include all matters that are not historical facts and include statements regarding INEOS’s intentions, beliefs or current expectations concerning, among other things, INEOS’s results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which it operates. By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward looking statements are not guarantees of future performance and that INEOS’s actual results of operations, financial condition and liquidity, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward looking statements contained in this press release. In addition, even if INEOS’s results of operations, financial condition and liquidity, and the development of the industry in which INEOS operates are consistent with the forward looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods. Given these risks and uncertainties, you should not rely on forward looking statements as a prediction of actual results.