INEOS Group Holdings S.A.
INEOS Group Holdings S.A.
7 ⅞ % Senior Notes due 2016
Common Code Numbers: 24294587* (Rule 144A) and 24294536* (Regulation S)
ISIN Numbers: XS0242945870* (Rule 144A) and XS0242945367* (Regulation S)
REDEMPTION DATE: JUNE 5, 2013
NOTICE IS HEREBY GIVEN that in accordance with Section 3.04 and 13.02(b) of the indenture dated as of February 7, 2006 (as heretofore amended, supplemented or otherwise modified, the “Indenture”) among INEOS Group Holdings S.A., a “société anonyme” incorporated under the laws of Luxembourg (the “Company”), the guarantors listed therein, The Bank of New York Mellon, acting through its London Branch, as trustee (the “Trustee”), collateral agent, registrar and principal paying agent, The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg paying agent and Luxembourg transfer agent, has elected to redeem in part (subject to satisfaction or waiver of the condition described below) its outstanding 7⅞% Senior Notes due 2016 (the “Notes”) on June 5, 2013 (the “Redemption Date”) in the amount of €500,000,000 (the “Redemption Amount”) of the aggregate amount of Notes outstanding of €1,532,130,000. Pursuant to Section 3.03 of the Indenture, selection of the Notes for redemption will be made by the Trustee on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and reasonable, subject to the requirements of the Luxembourg Stock Exchange, Euroclear and Clearstream, as applicable. The Trustee has confirmed that the Redemption Amount will be redeemed by pool factor (the “Pool Factor”). The minimum denomination required by Section 3.03 of the Indenture will be maintained. The record date will be May 21, 2013. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Indenture.
1. The redemption price payment will be made in accordance with paragraph 6 (Optional Redemption) of the Notes.
The redemption price (the “Redemption Price”) will be equal to:
- 101.313% of the principal amount of the Notes to be redeemed, plus
- any Additional Amounts and accrued and unpaid interest of €24.06 per €1,000 principal amount of Notes from February 15, 2013 to the Redemption Date.
2. The Notes must be surrendered to the Paying Agent (The Bank of New York Mellon) to collect the Redemption Price. The Trustee will issue to each holder a new Note equal in principal amount to the unredeemed portion of the Note surrendered and cancelled.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:
The Bank of New York Mellon
One Canada Square
London E14 5AL
By Hand Only:
The Bank of New York Mellon
One Canada Square
London E14 5AL
By Express Delivery Only:
The Bank of New York Mellon
One Canada Square
London E14 5AL
3. On the Redemption Date, assuming satisfaction of the Refinancing Condition (as defined below), the Redemption Price will become due and payable upon each such Note to be redeemed. Unless the Company defaults in making the redemption payment, interest on the portion of the Notes subject to the Pool Factor 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. After the Redemption the aggregate principal amount of Notes outstanding will be €1,532,130,000, which will be subject to the Pool Factor.
4. The redemption of the Notes is being effected pursuant to paragraph 6 (Optional Redemption) of the Notes and in accordance with Article Three of the Indenture.
5. 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 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 registered holders thereof.
NOTICE: The Trustee will withhold under the United States backup withholding rules 28% of any payment that is made upon purchase 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 Group Holdings S.A.
Date: May 6, 2013
*These Common Code and ISIN numbers are included solely for the convenience of the holders. Neither the Trustee, the Company nor the Paying Agent shall be responsible for the selection or use of any Common Code or ISIN number, nor is any representation made as to its correctness or accuracy on any Note or as referred to in any redemption notice.
ENDS