APPROVAL OF THE PROPOSED AMENDMENTS BY HOLDERS OF MORE THAN 75% OF THE AGGREGATE PRINCIPAL AMOUNT OF THE NOTES.
This announcement is for information only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities in the United States or any other jurisdiction. 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 (together with any applicable implementing measures in any member state, the “Prospectus Directive”). NOT FOR DISTRIBUTION INTO ITALY
INEOS FINANCE PLC
INEOS GROUP HOLDINGS S.A.
Registered Address of 2015 Issuer: INEOS Finance plc, Hawkslease, Chapel Lane, Lyndhurst, Hampshire SO43 7FG, United Kingdom and registered with Companies House in the United Kingdom under Company No. 07084307
Registered Address of 2016 Issuer: INEOS Group Holdings S.A. 58, rue Charles Martel, L-2134 Luxembourg, and registered in Luxembourg under registration number B157810
INEOS FINANCE PLC AND INEOS GROUP HOLDINGS S.A. ANNOUNCE APPROVAL OF THE PROPOSED AMENDMENTS BY HOLDERS OF MORE THAN 75% OF THE AGGREGATE PRINCIPAL AMOUNT OF THE NOTES.
Lyndhurst, United Kingdom and Luxembourg — March 31, 2011. (i) INEOS Finance plc, a public limited company organized under the laws of England and Wales (the “2015 Issuer”), today announces that, as of March 30, 2011, it has obtained Consents from Holders of more than 75% of the aggregate principal amount of:
9¼% Senior Secured Notes due 2015
Regulation S Euro Notes: Common Code 050855376/ISIN number: XS0508553764
Rule 144A Euro Notes: Common Code 050855392/ISIN number: XS0508553921
(collectively, the “2015 Euro Notes”)
9% Senior Secured Notes due 2015
Regulation S Dollar Notes: Common Code 050882063/ISIN number: USG47718AA20/
CUSIP number G47718AA2
Rule 144A Dollar Notes: Common Code 050882098/ISIN number: US44984WAA53/CUSIP number: 44984WAA5 (collectively, the “2015 Dollar Notes”)
and (ii) INEOS Group Holdings S.A., a public limited liability company (société anonyme) incorporated under the laws of Luxembourg (the “2016 Issuer” and, together with the 2015 Issuer, the “Issuers”), today announces that, as of March 30, 2011, it has obtained Consents from Holders of more than 75% of the aggregate principal amount of:
7⅞% Senior Notes due 2016
Regulation S Euro Notes: Common Code 24294536/ISIN number: XS0242945367
Rule 144A Euro Notes: Common Code 24294587/ISIN number: XS0242945870
(collectively, the “2016 Euro Notes”)
8½% Senior Notes due 2016
Regulation S Dollar Notes: Common Code 24294625/ISIN number: XS0242946258
(the “Regulation S 2016 Dollar Notes”)
Rule 144A Dollar Notes: ISIN number: US45661YAA82/CUSIP number: 45661YAA8
(the “Rule 144A 2016 Dollar Notes” and, together with the Regulation S 2016 Dollar Notes, collectively the “2016 Dollar Notes”)
to certain proposed amendments, waivers and consents (the “Proposed Amendments”) under (i) the Indenture dated as of May 12, 2010 (as supplemented or amended to the date hereof, the “2015 Indenture”), among the 2015 Issuer, the Guarantors named therein, The Bank of New York Mellon, as Trustee, Principal Paying Agent, and Transfer Agent, and The Bank of New York Mellon as U.S. Paying Agent and Transfer Agent, and 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 and (ii) the Indenture dated as of February 7, 2006 (as supplemented or amended to the date hereof, the “2016 Indenture” and, together with the 2015 Indenture, the “Indentures”), among the 2016 Issuer, the Guarantors named therein, The Bank of New York Mellon, as Trustee, Collateral Agent, Registrar and Principal Paying Agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent and Luxembourg Transfer Agent, respectively, pursuant to which the 2015 Notes and the 2016 Notes, respectively, were issued.
Consents were obtained pursuant to solicitations (the “Solicitations”) of consents (the “Consents”) from Holders of Notes launched on March 7, 2011. Capitalized terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Consent Solicitation Statement dated March 7, 2011, as amended by the announcements of the Issuers on March 21, 2011 and March 24, 2011 and by the Supplement dated March 25, 2011 (as so amended, the “Consent Solicitation Statement”).
The Issuers have obtained the Requisite Consents from Holders of more than 75% of the aggregate principal amount of the Notes to, among other things, (i) allow the Restricted Groups to complete the proposed disposal of the Refining Business (consisting principally of the crude oil refining operations carried out at the refineries in Grangemouth, Scotland and Lavera, France and related entrepreneurial activities) and the Infrastructure Entity (which will hold certain infrastructure assets at Grangemouth (principally a power station and terminal and other facilities)) to joint ventures formed between PetroChina International (London) Company Limited and an entity owned by the principal shareholders of the Issuers (which is not a member of the Restricted Groups under the Indentures) (the “Transaction”) on the terms proposed, simplify the implementation of the Transaction, facilitate ongoing transactions between the Restricted Groups and either the Refining Business or the Infrastructure Entity and maintain the amount of the Credit Facilities basket in the 2015 Indenture following the permanent prepayment of Indebtedness with certain proceeds of the Transaction; (ii) permit the prepayment of the €650 million Term D Facility by refinancing it with Senior Secured Indebtedness and (iii) allow the transfer of all or substantially all the assets of INEOS Finance plc to a successor issuer in respect of the 2015 Notes. The Proposed Amendments will also simplify and conform the Indentures, adjust certain baskets to reflect the current operational needs of the Restricted Groups and effect certain other ancillary amendments.
The Issuers have offered (i) to Holders of the 2015 Notes a Consent Fee of €10.00 for each €1,000 principal amount 2015 Euro Notes and $10.00 for each $1,000 principal amount of 2015 Dollar Notes and (ii) to Holders of the 2016 Notes a Consent Fee of €7.50 for each €1,000 principal amount 2016 Euro Notes and $7.50 for each $1,000 principal amount of 2016 Dollar Notes, in each case in respect of which a Holder has validly delivered (and not validly revoked) a Consent pursuant to the terms of the Solicitations on or prior to 5:00 p.m., New York City time, on March 30, 2011, and expect to pay the Consent Fee on April 5, 2011, or as soon as practical thereafter.
The Issuers have engaged Barclays Bank PLC, J.P. Morgan Securities Ltd. and J.P. Morgan Securities LLC to act as the Solicitation Agents for the Solicitations. Questions from Holders of Notes regarding the Solicitations or requests for additional copies of the Consent Solicitation Statement should be directed to Bondholder Communications Group LLC, the Information and Tabulation Agent for the Solicitations (telephone: +44 207 382 4580 (London) or +1 212 809 2663 (New York); email: igordon@bondcom.com; or 28 Throgmorton Street, London EC2N 2AN, United Kingdom or 46th Floor, 30 Broad Street, New York, NY 10004, USA, attn: Irma Gordon) or the Solicitation Agents for the Solicitations, Barclays Bank PLC, 5 The North Colonnade, Canary Wharf, London E14 4BB, United Kingdom (telephone +44 207 773 8575 (London)), J.P. Morgan Securities Ltd., 125 London Wall, London EC2Y 5AJ, United Kingdom (telephone +44 207 777 1817 or +44 207 777 4988 (London)) and J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, USA (telephone +1 212 270 9153 (New York)).
Within the United Kingdom, this announcement is directed only at persons having professional experience in matters relating to investments that fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (together, the “Relevant Persons”). The investment or investment activities 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 Notes and does not constitute an invitation to participate in the Solicitations 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.