Consent Request - INEOS FINANCE PLC - INEOS GROUP HOLDINGS S.A.

INEOS FINANCE PLC AND INEOS GROUP HOLDINGS S.A. ANNOUNCE THE SOLICITATION OF CONSENTS FROM HOLDERS OF THEIR 2015 NOTES and 2016 NOTES, RESPECTIVELY

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INEOS FINANCE PLC AND INEOS GROUP HOLDINGS S.A. ANNOUNCE THE SOLICITATION OF CONSENTS FROM HOLDERS OF THEIR 2015 NOTES and 2016 NOTES, RESPECTIVELY

Lyndhurst, United Kingdom and Luxembourg — March 7, 2011. (i) INEOS Finance plc, a public limited company organized under the laws of England and Wales (the “2015 Issuer”), today announced that it intends to solicit consents of Holders of its 2015 Euro Notes and 2015 Dollar Notes to certain proposed amendments, waivers and consents under the 2015 Indenture,

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”, and each an “Issuer”), today announced that it intends to solicit consents of Holders of its 2016 Euro Notes and 2016 Dollar Notes to certain proposed amendments, waivers and consents under the 2016 Indenture. 

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 (the “Consent Solicitation Statement”).

The Issuers, subject to the terms and conditions set forth in the Consent Solicitation Statement, are soliciting the Consents from Holders 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 Group under the Indenture) (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 would 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 Solicitations will expire at 5:00 p.m., New York City time, on March 18, 2011 (the “Expiration Date”), unless extended or earlier terminated.  

The Issuers are offering to Holders of Notes a consent fee of €2.50 for each €1,000 principal amount of 2015 and 2016 Euro Notes and $2.50 for each $1,000 principal amount of 2015 and 2016 Dollar Notes in respect of which such Holder has validly delivered (and has not validly revoked) a Consent pursuant to the terms of the Solicitations on or prior to the applicable Expiration Date. The Issuers’ obligation to accept consents and pay the consent fee in respect of either the 2015 Notes or the 2016 Notes is conditioned on, among other things, there being validly delivered unrevoked consents from the Holders of not less than a majority in aggregate principal amount of the outstanding 2015 Notes or 2016 Notes, as applicable.  

The Issuers may, in their sole discretion, extend the period during which the relevant Solicitation is open or terminate the Solicitations at any time. 

For a detailed statement of the terms and conditions of the Solicitations and the Proposed Amendments, Holders of the Notes should refer to the Consent Solicitation Statement. The Consent Solicitation Statement will be made available to the Holders of the Notes by Bondholder Communications Group LLC, the Information and Tabulation Agent for the Solicitation. 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 Solicitation (telephone:  +44 207 382 4580 (London) or +1 212 437 9827 (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 Solicitation, 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 Solicitations are being made solely by the Consent Solicitation Statement, dated March 7, 2011, which sets forth a detailed statement of the terms of the Solicitations.

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement conies are required to inform themselves about, and to observe, any such restrictions.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 

The Solicitation Agents take no responsibility for the contents of this announcement. 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 Issuers’ business, financial condition, strategy, results of operations, certain of the Issuers’ 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 Issuers’ current view about their plans, strategies and prospects, which are based on the information currently available to the Issuers and on assumptions which the Issuers have made.  Although the Issuers believe that their plans, intentions and expectations as reflected in or suggested by those forward-looking statements are reasonable, the Issuers can give no assurance that the plans, intentions or expectations will be achieved.

The Issuers do 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 Issuers, or persons acting on their 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.

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.

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