INEOS ANNOUNCES ISSUANCE OF NOTICES FOR THE CONDITIONAL REDEMPTION OF ALL OR A PORTION OF ITS OUTSTANDING EURO-DENOMINATED SENIOR NOTES DUE 2016
LUXEMBOURG – January 17, 2014
INEOS Group Holdings S.A. (“INEOS”) today announced that it has issued the following two separate notices in connection with the conditional redemption (subject to the satisfaction or waiver of the conditions described below) of its outstanding 7⅞ Senior Notes due 2016 (the “Notes”): (i) one for the redemption of €682,130,000 aggregate principal amount of the Notes (the “Base Redemption”) on February 19, 2014 and (ii) one for the redemption of €350,000,000 aggregate principal amount of the Notes that would remain outstanding assuming the Base Redemption has occurred (the “Incremental Redemption”) on February 19, 2014. Under the relevant notices, the Base Redemption occurring is conditional upon the completion of one or more financing transactions by INEOS (in its discretion) and the Incremental Redemption occurring is conditional upon the Base Redemption occurring (or the conditions to the Base Redemption being satisfied or waived) as well as its own financing condition. If both the Base Redemption and the Incremental Redemption occur, the Notes will be redeemed in full. INEOS continues to evaluate the debt markets and intends to complete the financing transactions and subsequent redemptions but there can be no assurance that any of the financing transactions or redemptions will be completed.
Contact
For further information, please contact:
Richard Longden
Direct tel.: +41 (0) 21 627 7063
Mobile: +41 (0) 799 626 123
Cautionary Statement
NOT FOR DISTRIBUTION OR RELEASE IN OR INTO AUSTRALIA, CANADA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW
This press release 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. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Any securities that may be offered will be offered in a private offering exempt from the registration requirements of 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 transactions will be registered under the Securities Act.
This communication is directed only at (i) persons who are outside the United Kingdom, (ii) 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”), (iii) are persons falling within Article 49(2)(a) to (d) “high net worth companies, unincorporated associations, etc.” of the Order, and (iv) are 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 not a public offering in the Grand Duchy of Luxembourg 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 press release 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.