(Información remitida por la empresa firmante)
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014, AS AMENDED (AND INCLUDING AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED) («MAR»)
LONDON, Sept. 23, 2024 /PRNewswire/ — INEOS Quattro Finance 2 Plc (the ‘Offeror’), a company incorporated under the laws of England and Wales, announces today an offer to purchase any and all of its outstanding U.S.$146,179,000 33/% Senior Secured Notes due 2026 (the «Securities»), issued by the Offeror and guaranteed by INEOS Quattro Holdings Limited (‘IQHL’), a company incorporated under the laws of England and Wales and certain of its subsidiaries, for cash (the «Offer»). The terms and conditions of the Offer are described in an offer to purchase dated September 23, 2024 (the ‘Offer to Purchase’). Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.
Holders are advised to read carefully the Offer to Purchase for full details of, and information on the procedures for participating in, the Offer.
The following table sets forth certain information relating to pricing for the Offer.
Purpose of the Offer
The purpose of the Offer is, amongst other things, to proactively manage the Offeror’s expected maturity profile. The Offer also provides Holders with the opportunity to sell their current holdings in the Securities, as more fully described in the Offer to Purchase. To the extent that less than all of the Securities are tendered and accepted for purchase pursuant to the Offer, the Offeror intends to give a notice of optional redemption with respect to such Securities to redeem the Securities that remain outstanding after completion of the Offer in full at par on January 15, 2025 in accordance with their terms.
The Offer
The Offeror will pay a purchase price (the ‘Purchase Price’) per U.S. $1,000 principal amount of Securities validly tendered and accepted for purchase pursuant to the Offer of U.S.$995. In addition, the Offeror will also pay accrued and unpaid interest on the Securities purchased pursuant to the Offer (including Securities tendered according to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase)) from and including the immediately preceding interest payment date, and up to but not including, the Settlement Date (the ‘Accrued Interest’). Holders whose Securities are tendered and purchased according to the Guaranteed Delivery Procedures will not receive payment in respect of any interest for the period from and including the Settlement Date (as defined below).
The Purchase Price and the Accrued Interest for the Securities validly tendered (and not validly withdrawn) in the Offer will be paid on the Settlement Date or the Guaranteed Delivery Settlement Date, as applicable (subject to the right of the Offeror to extend the Expiration Deadline and delay the acceptance of Tender Instructions as set out in the Offer to Purchase). If a Holder tenders less than the full amount of its holding of Securities, Tender Instructions must be submitted in respect of a principal amount of Securities so that the principal amount of any Securities held by such Holder after tendering is no less than the Minimum Denomination or an integral multiple of U.S.$1,000 above such Minimum Denomination. The ‘Minimum Denomination’ is U.S.$200,000.
The Offer is not conditioned on any minimum amount of Securities being tendered. The Offeror’s obligation to accept and pay for Securities in the Offer is, however, subject to the satisfaction or waiver of the General Conditions and the condition that the Offeror and/or subsidiaries of IQHL shall have completed the New Debt Financing on terms satisfactory to the Offeror in its sole discretion, with aggregate net proceeds of at least €1,600,000,000 (equivalent) (the ‘Financing Condition’).
To the extent that less than all of the Securities are tendered and accepted for purchase pursuant to the Offer, the Offeror intends to give a notice of optional redemption with respect to such Securities to redeem the Securities that remain outstanding after completion of the Offer in full at par on January 15, 2025 in accordance with their terms. Details of such optional redemption will be provided by the Offeror in a separate redemption notice given in accordance with the terms and conditions of the Securities on or after November 18, 2024. This announcement does not constitute a notice of redemption.
Announcements in connection with the Offer will be made by issuing a press release to a widely disseminated news or wire service. Copies of all such announcements, press releases and notices will also be available from the Tender & Information Agent. All documentation relating to the Offer, together with any updates, will also be available on the Offer Website https://deals.is.kroll.com/ineosusd operated by the Tender & Information Agent for the purpose of the Offer.
A tender of Securities for purchase pursuant to the Offer should be made by the submission of a valid Tender Instruction. If any Holder wishes to tender its Securities but such Holder cannot comply with the procedures for the submission of a valid Tender Instruction prior to the Expiration Deadline, such Holder may tender its Securities according to the Guaranteed Delivery Procedures, as set out in the Offer to Purchase.
Securities purchased by the Offeror pursuant to the Offer are expected to be immediately canceled. Securities that have not been validly tendered and/or accepted for purchase, or which have been tendered and validly withdrawn, pursuant to the Offer will remain outstanding after the Settlement Date.
INDICATIVE TIMETABLE
This is an indicative timetable showing one possible outcome for the timing of the Offer based on the dates in the Offer to Purchase. This timetable is subject to change and dates and times may be extended, re-opened or amended by the Offeror in accordance with the terms of the Offer as described in the Offer to Purchase. Accordingly, the actual timetable may differ from the timetable below.
Subject to applicable securities laws and the terms set within the Offer to Purchase, the Offeror reserves the right, with respect to the Offer made by it, (i) to waive or modify in whole or in part any and all conditions to the Offer, (ii) to extend the Withdrawal Deadline and/or the Expiration Deadline, (iii) to modify or terminate the Offer or (iv) to otherwise amend the Offer in any respect. In the event that the Offer is terminated or otherwise not completed, the Purchase Price relating to the Securities subject to the Offer will not be paid or become payable, without regard to whether Holders have validly tendered their Securities (in which case such tendered Securities will be promptly returned to the Holders).
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Securities when such intermediary would require to receive instructions from a Holder in order for that Holder to be able to participate in, or to validly withdraw their instruction to participate in, the Offer before the deadlines specified above.
FURTHER INFORMATION
Holders of Securities may access the Offer to Purchase and the form of Notice of Guaranteed Delivery at https://deals.is.kroll.com/ineosusd
(CONTINUA)
