INEOS FINANCE PLC AND INEOS GROUP HOLDINGS S.A. ANNOUNCE THE EXECUTION OF THE SUPPLEMENTAL INDENTURES.
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
Lyndhurst, United Kingdom and Luxembourg — April 1, 2011. (i) INEOS Finance plc, a public limited company organized under the laws of England and Wales (the “2015 Issuer”), today announced the execution of the Supplemental Indenture (the “2015 Supplemental Indenture”) giving effect to certain amendments, waivers and consents under 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, pursuant to which the following notes were issued:
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 announced the execution of the Supplemental Indenture (the “2016 Supplemental Indenture” and, together with the 2015 Supplemental Indenture, the “Supplemental Indentures”) giving effect to certain amendments, waivers and consents (together with the amendments, waivers and consents under the 2015 Indenture, the “Amendments”) under 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, pursuant to which the following notes were issued:
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”)
The Supplemental Indentures were executed pursuant to the terms and conditions of solicitations (the “Solicitations”) of consents (the “Consents”) from the Holders of the 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”).
All Holders of Notes are bound by the terms of the Indentures as amended by the Supplemental Indentures giving effect to the Amendments.
This announcement is being given pursuant to Sections 9.05 and 13.02 of the Indentures. Questions relating to this announcement should be directed to the Issuers at their registered address set forth above or 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).
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.