Consent Solicitation extended until March 30, 2011. Consent fee increased.
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 AMENDMENT AND EXTENSION OF CONSENT SOLICITATION TO MARCH 30, 2011 AND INCREASE IN CONSENT FEE
Lyndhurst, United Kingdom and Luxembourg — March 25, 2011. INEOS Finance plc, a public limited company organized under the laws of England and Wales (the “2015 Issuer”), and 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 announce that they have extended until 5:00 p.m., New York City time, on March 30, 2011 (the “Expiration Date”), unless otherwise terminated or further extended in their sole discretion, the previously announced solicitation of consents (the “Solicitations”) from the Holders of the:
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”)
issued by the 2015 Issuer (collectively, the “2015 Notes”) and the:
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”)
in respect of which the 2016 Issuer is the issuer (collectively, the “2016 Notes” and, together with the 2015 Notes, the “Notes”). 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 dated March 21, 2011 and March 24, 2011 relating thereto (as so amended, the “Consent Solicitation Statement”).
The Issuers are increasing the Consent Fee payable to consenting Holders (i) in the case of the 2015 Notes, from €2.50 to €10.00 for each €1,000 principal amount 2015 Euro Notes and from $2.50 to $10.00 for each $1,000 principal amount of 2015 Dollar Notes and (ii) in the case of the 2016 Notes, from €2.50 to €7.50 for each €1,000 principal amount 2016 Euro Notes and from $2.50 to $7.50 for each $1,000 principal amount of 2016 Dollar Notes, in respect of which such Holders validly deliver (and do not validly revoke) a Consent pursuant to the terms of the Solicitations prior to the Expiration Date.
The Issuers have amended the Consent Solicitation Statement pursuant to a Supplement thereto dated today’s date (the “Supplement”) to, among other things and as more specifically set forth therein, set out the amended terms of the shares in the INEOS Affiliate to be received by the Restricted Groups as part of the consideration for the disposal of the Refining Business and the Infrastructure Entity. The amended terms provide, among other things, that the Restricted Groups, as the holders of such shares, will have the right to receive all amounts received by the INEOS Affiliate (net of its administrative expenses) in respect of its investments, including its equity interest, in the Refining Business.
Except as expressly set forth in the Supplement, all terms and conditions of the Solicitations remain as set forth in the Consent Solicitation Statement. We refer you to the Consent Solicitation Statement and the Supplement for further information on the terms and conditions of the Solicitations, including the right of Holders to revoke their Consent.
Each Holder of Notes who has previously delivered a Consent does not need to redeliver such Consent or take any other action in response to this extension, including in order to receive the increased Consent Fee upon the successful completion of the Solicitations. The Blocking Period with respect to Holders who consent to the Solicitations, unless their Consent is revoked in accordance with the Consent Solicitation Statement or the Solicitations are terminated by the Issuers in their sole discretion, is extended until promptly after the Expiration Date. The Issuers reserve the right, in their sole discretion but subject to applicable law, to terminate, waive any condition to, extend, amend or otherwise modify the Solicitations.
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).
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.
DISCLAIMER
This announcement must be read in conjunction with the Consent Solicitation Statement. This announcement and the Consent Solicitation Statement contain important information which should be read carefully before any decision is made with respect to the Proposed Amendments. If any Holder of Notes is in any doubt as to the contents of the Consent Solicitation Statement or the action it should take, it is recommended to seek its own financial advice immediately from its broker, bank manager, accountant, tax advisor or independent advisor. Any beneficial owner whose Notes are held through a broker, dealer, commercial bank, trust company or other nominee and who wishes to consent to the Proposed Amendments should contact such institution promptly and instruct such institution to consent on its behalf. None of the Issuers, any Guarantor, the Information and Tabulation Agent, the Solicitation Agents or the trustee under either Indenture, makes any recommendation as to whether Holders of Notes should consent to the Proposed Amendments