INEOS Finance plc 7½% Senior Secured Notes due 2020 CUSIP Numbers: 44984WAE7* (Rule 144A) and G47966AC3* (Regulation S) ISIN Numbers: US44984WAE75* (Rule 144A) and USG47966AC35* (Regulation S)
NOTICE IS HEREBY GIVEN that in accordance with Sections 3.04, 13.02(b) and 13.02(d) of the indenture dated as of May 4, 2012 (as heretofore amended, supplemented or otherwise modified, the "Indenture") among INEOS Finance plc, a company with limited liability incorporated under the laws of England and Wales (the "Company"), the guarantors listed therein, The Bank of New York Mellon, acting through its London Branch, as trustee (the "Trustee"), principal paying agent and transfer agent, The Bank of New York Mellon as U.S. paying agent and transfer agent, The Bank of New York Mellon (Luxembourg) S.A. as Registrar, Luxembourg paying agent and Luxembourg transfer agent and Barclays Bank plc as security trustee, the Company has elected to redeem (subject to satisfaction or waiver of the condition described below) (the "Redemption") all of its outstanding 7½% Senior Secured Notes due 2020 (the "Notes") on the Redemption Date (as defined below). The Redemption Price (as defined below) will be paid to holders of record as of the Record Date (as defined below). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Indenture.
1. The redemption date for the Notes shall be, subject to the satisfaction or waiver of the Refinancing Condition (as defined below), May 6, 2015, provided that if the Refinancing Condition shall not have been satisfied or waived by May 5, 2015, the redemption date for the Notes shall be the Business Day immediately following the satisfaction of the Refinancing Condition (the "Redemption Date"). The Redemption Date, if such date occurs, will not occur later than June 1, 2015.
2. The redemption price payment will be made in accordance with paragraph 4 (Optional Redemption) of the Notes. The redemption price (the "Redemption Price") will be equal to:
- 105.625% of the principal amount of the Notes to be redeemed, plus
- any Additional Amounts and accrued and unpaid interest, if any, from May 1, 2015 to, but not including, the Redemption Date.
3. The record date will be the Business Day immediately preceding the Redemption Date (the "Record Date").
4. The Notes must be surrendered to The Bank of New York Mellon, as Paying Agent, to collect the Redemption Price. Payment of the Redemption Price will be made on or after the Redemption Date upon presentation and surrender of the Notes at the following address:
|
By Mail: |
By Hand Only: |
By Express Delivery Only: |
|
The Bank of New York Mellon |
The Bank of New York Mellon |
The Bank of New York Mellon |
5. On the Redemption Date, assuming satisfaction or waiver of the Refinancing Condition (as defined below), the Redemption Price will become due and payable upon each Note. Unless the Company defaults in making the redemption payment, interest on the Notes will cease to accrue on and after the Redemption Date and the only remaining right of Holders will be to receive payment of the Redemption Price in respect of the redeemed amount.
6. The redemption of the Notes is being effected pursuant to paragraph 4 (Optional Redemption) of the Notes and in accordance with Article Three of the Indenture.
7. The Company's obligation to redeem any of the Notes on the Redemption Date is conditioned upon the completion of one or more financing transactions by the Company for the purpose of redeeming the Notes that are reasonably satisfactory to the Company in its discretion and result in aggregate net proceeds to the Company in a sufficient quantity to pay the Redemption Price for the Notes, including applicable premium, in full, and pay all related expenses in respect of the Redemption on or prior to the Redemption Date (the "Refinancing Condition"). Accordingly, none of the Notes shall be deemed due and payable on the Redemption Date unless and until the Refinancing Condition is satisfied or waived by the Company. The Company will inform Holders of Notes by press release at least one day prior to the Redemption Date as to whether the Refinancing Condition will be satisfied or waived. If the Refinancing Condition is not satisfied or waived, any Notes previously surrendered to the Paying Agent shall be returned to the Holders thereof.
NOTICE: The Trustee will withhold under the U.S. backup withholding rules 28% of any payment that is made upon redemption of a Note unless the Holder, when presenting the Notes, delivers a properly completed IRS Form W-9 or the Holder otherwise establishes an exemption from such backup withholding.
INEOS Finance plc
Date: April 2, 2015