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INEOS Group Limited proposes to make a significant prepayment of its Senior Debt through the issuance of new senior secured notes and term loans

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This announcement is for information 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.


INEOS Group Limited proposes to make a significant prepayment of its Senior Debt through the issuance of new senior secured notes and term loans.

The proposal would reinforce the INEOS Group’s financial position as trading results improve and, together with recent divestments and other self help activity, is the next step in the company’s plan to further improve liquidity and reduce risk.

INEOS Group Limited has today confirmed plans to refinance a significant proportion of its senior term loan debt at par through the issue of senior secured notes and term loans with maturity of at least 5 years, expected to total around €1 billion. The transaction, will place the Group in a stronger position as trading improves and is the next step in the company’s plan to improve liquidity and reduce risk. 

INEOS has weathered the current recession well. Full year HC EBITDA for 2009 was €1,222m compared to €594m in 2008. It met budget for the full year 2009 and is trading ahead of its business plan in the early months of 2010. Its financial performance is expected to continue to improve through 2010. Liquidity headroom will also be significantly enhanced through two disposals (INEOS ChlorVinyls and INEOS Fluor) expected to produce a total increase in liquidity of c.€300m and a total reduction of net debt (including pension fund liabilities) of c.€600m. 

This transaction is contingent on approval by senior lenders and the consent of holders of a majority of INEOS Group Holdings plc’s existing high yield bonds. INEOS is expected to issue its consent request by the end of this week.

If the transaction is successfully completed, INEOS will have significantly extended its debt maturity profile, with no material debt amortization until December 2013. This will substantially improve the company’s ongoing financial flexibility and liquidity. Lenders that approve the transaction will benefit from a repayment at par of a significant amount of the existing senior term loan exposure, as well as a remaining exposure to an improved credit and reduced refinancing risk in the near-term. 

Barclays Capital and J.P. Morgan are acting as Joint Coordinators and Bookrunners of the senior loan transaction and Solicitation Agents for the high yield bonds. North Sea Partners is acting as financial advisor to INEOS.


For further information contact:
Richard Longden – INEOS - Tel: +44 (0) 2380 287037 (m) +44 (0) 7710 371998www.ineos.com 

NOT FOR DISTRIBUTION INTO THE UNITED STATES OR ITALY

Note:

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 securities and does not constitute an invitation to participate in any solicitation of consents with respect to any securities 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 Company’s business, financial condition, strategy, results of operations, certain of the Company’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 Company’s current view about its plans, strategies and prospects, which are based on the information currently available to the Company and on assumptions which the Company has made. Although the Company believes that its plans, intentions and expectations as reflected in or suggested by those forward-looking statements are reasonable, the Company can give no assurance that the plans, intentions or expectations will be achieved.

The Company 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.