INEOS Quattro Finance 2 Plc (the “2026 Senior Secured Notes Issuer”), INEOS Quattro Finance 1 Plc (the “2026 Senior Notes Issuer”) and INEOS Styrolution Group GmbH (the “2027 Senior Secured Notes Issuer” and, together with the 2026 Senior Secured Notes Issuer and the 2026 Senior Notes Issuer, the “Issuers”) announce the results of the previously announced invitation to holders of (i) INEOS Quattro Finance 2 Plc’s 21/2% Senior Secured Notes due 2026 held pursuant to Regulation S (ISIN: XS2291929573 / Common Code: 229192957) (the “2026 Senior Secured Notes”), (ii) INEOS Quattro Finance 1 Plc’s 33/4% Senior Notes due 2026 held pursuant to Regulation S (ISIN: XS2291928849 / Common Code: 229192884) (the “2026 Senior Notes”) and (iii) INEOS Styrolution Group GmbH’s 21/4% Senior Secured Notes due 2027 held pursuant to Regulation S (ISIN: XS2108560306 /Common Code: 210856030) (the “2027 Senior Secured Notes”) (each, a “Series” and, together, the “Notes”), to tender such Notes for purchase for cash (each such invitation, an “Offer” and, together, the “Offers”) subject to satisfaction of the New Financing Condition and the General Conditions and the other terms and conditions described in the Tender Offer Memorandum dated 23 September 2024 (the “Tender Offer Memorandum”). Capitalized terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.
The Offers were launched by the Issuers on 23 September 2024 and expired at 17:00 CET on 1 October 2024 (the “Expiration Deadline”).
At the Expiration Deadline, (i) €324,324,000 aggregate principal amount of 2026 Senior Secured Notes, (ii) €330,298,000 aggregate principal amount of 2026 Senior Notes and (iii) €231,870,000 aggregate principal amount of 2027 Senior Secured Notes had been validly tendered pursuant to the relevant Offer.
The following table sets forth certain information relating to the results of the respective Offers:
Summary of the Offers
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Issuer |
Description of Notes |
ISIN/ |
Maturity Date |
Par Call Dates |
Aggregate Principal Amount of Notes Validly Tendered |
Series Acceptance Amount |
Pro-Ration Factor |
Purchase Price |
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INEOS Quattro Finance 2 Plc (the “2026 Senior Secured Notes Issuer”) |
21/2% Senior Secured Notes due 2026 (the “2026 Senior Secured Notes”)
|
XS2291929573/ |
15 January 2026 |
15 January 2025 |
€324,324,000 (1)(4) |
€324,324,000 |
N/A |
99.75% |
|
INEOS Quattro Finance 1 Plc (the “2026 Senior Notes Issuer”) |
33/4% Senior Notes due 2026 (the “2026 Senior Notes”)
|
XS2291928849/229192884 |
15 July 2026 |
15 January 2025 |
€330,298,000 (2)(4) |
€330,298,000 |
N/A |
100.00% |
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INEOS Styrolution Group GmbH (the “2027 Senior Secured Notes Issuer”) |
21/4% Senior Secured Notes due 2027 (the “2027 Senior Secured Notes”) |
XS2108560306/210856030 |
16 January 2027 |
15 January 2025 |
€231,870,000 (3)(4) |
€231,870,000 |
N/A |
97.00% |
Note:
- The Aggregate Principal Amount of Notes Validly Tendered comprises the 2026 Senior Secured Notes, which are held pursuant to Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”) (ISIN: XS2291929573 / Common Code: 229192957) and does not include the notes issued under the 2026 Senior Secured Notes Indenture and held pursuant to Rule 144A under the Securities Act (ISIN: XS2291929904 / Common Code: 229192990) (the “Rule 144A 2026 Senior Secured Notes”). For the avoidance of doubt, the Offer made pursuant to the Tender Offer Memorandum in respect of the 2026 Senior Secured Notes was only in respect of the 2026 Senior Secured Notes, which are held pursuant to Regulation S.
- The Aggregate Principal Amount of Notes Validly Tendered comprises the 2026 Senior Notes, which are held pursuant to Regulation S (ISIN: XS2291928849 / Common Code: 229192884) and does not include the notes issued under the 2026 Senior Notes Indenture and held pursuant to Rule 144A under the Securities Act (ISIN: XS2291929813 / Common Code: 229192981) (the “Rule 144A 2026 Senior Notes”). For the avoidance of doubt, the Offer made pursuant to the Tender Offer Memorandum in respect of the 2026 Senior Notes was only in respect of the 2026 Senior Notes, which are held pursuant to Regulation S.
- The Aggregate Principal Amount of Notes Validly Tendered comprises the 2027 Senior Secured Notes, which are held pursuant to Regulation S (ISIN: XS2108560306 / Common Code: 210856030) and does not include the notes issued under the 2027 Senior Secured Notes Indenture and held pursuant to Rule 144A under the Securities Act (ISIN: XS2108560645 / Common Code: 210856064) (the “Rule 144A 2027 Senior Secured Notes”). For the avoidance of doubt, the Offer made pursuant to the Tender Offer Memorandum in respect of the 2027 Senior Secured Notes was only in respect of the 2027 Senior Secured Notes, which are held pursuant to Regulation S.
- Certain of the Issuers’ ultimate shareholders and entities controlled by one or more of them (the “Permitted Holders”), participated in the Offers. The 2026 Senior Secured Notes Issuer has accepted for purchase 2026 Senior Secured Notes in an aggregate principal amount of €5,000,000 from the Permitted Holders, the 2026 Senior Notes Issuer has accepted for purchase 2026 Senior Notes in an aggregate principal amount of €53,000,000 from the Permitted Holders, and the 2027 Senior Secured Notes Issuer has accepted for purchase 2027 Senior Secured Notes in an aggregate principal amount of €62,000,000 from the Permitted Holders.
All Noteholders whose Notes have been validly tendered and accepted for purchase by the relevant Issuer are eligible to receive the Purchase Price (as set out above) plus accrued and unpaid interest on those Notes from, and including, the interest payment date for such Series of Notes up to (but excluding) the Settlement Date (as defined below).
The applicable Issuer intends to accept all Notes that have been validly tendered and give a notice of optional redemption with respect to (i) the Issued 2026 Senior Secured Notes and (ii) the Issued 2026 Senior Notes that, in each case, remain outstanding after completion of the relevant Offer in full at par on 15 January 2025 in accordance with their terms. Details of each such optional redemption will be provided by the applicable Issuer in a separate redemption notice given in accordance with the terms and conditions of the relevant Notes on or after 18 November 2024. This announcement does not constitute a notice of redemption. The 2027 Senior Secured Notes Issuer has no intention as of the date hereof to redeem any remaining 2027 Senior Secured Notes with the proceeds from the New Financing.
Following cancellation of the Notes validly tendered and accepted for purchase, the aggregate principal amount of (i) the Issued 2026 Senior Secured Notes of the 2026 Senior Secured Notes Issuer remaining outstanding on the Settlement Date under the 2026 Senior Secured Indenture will amount to €57,730,000, (ii) the Issued 2026 Senior Notes of the 2026 Senior Notes Issuer remaining outstanding on the Settlement Date under the 2026 Senior Notes Indenture will amount to €41,909,000 and (iii) the Issued 2027 Senior Secured Notes of the 2027 Senior Secured Notes Issuer remaining outstanding on the Settlement Date under the 2027 Senior Secured Notes Indenture will amount to €368,130,000.
Subject to satisfaction in full or waiver of the New Financing Condition and the General Conditions, the Issuers expect to make payment for the Notes of each Series of Notes validly tendered and accepted for purchase on 7 October 2024 (the “Settlement Date”). Such payment through the Clearing Systems will discharge the payment obligations of each Issuer in respect of payment of the Purchase Price and Accrued Interest. Under no circumstances will any interest be payable because of any delay in the transmission of funds to Noteholders by any of the Clearing Systems.
The Issuers, their respective parent entities and their respective subsidiaries also reserve the right at any time or from time to time following completion of the Offers to engage in open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise (including, without limitation, those offered pursuant to these Offers but not accepted for purchase), in each case on terms that may be more or less favourable than those contemplated by the Offers.
Further Information
Any questions or requests for assistance in connection with (i) the Offers, may be directed to any of the Dealer Managers, and (ii) the tender of the Notes may be directed to the Tender Agent, the contact details for each of which are provided on the back cover of this announcement.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The Offers were made only pursuant to the Tender Offer Memorandum, and the information in this announcement is qualified by reference to the Tender Offer Memorandum.
This announcement is released by INEOS Quattro Finance 2 Plc, INEOS Quattro Finance 1 Plc and INEOS Styrolution Group GmbH and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of MAR, encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 (including as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended)), this announcement is made by Dirk Arhelger, Head of Investor Relations at INEOS Quattro Finance 2 Plc, INEOS Quattro Finance 1 Plc and INEOS Styrolution Group GmbH.
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THE ISSUERS INEOS Quattro Finance 1 Plc INEOS Quattro Finance 2 Plc Hawkslease, Chapel Lane Lyndhurst Hampshire, SO43 7FG INEOS Styrolution Group GmbH Mainzer Landstraße 50 60325 Frankfurt am Main Germany |
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Requests for information in relation to the Offers should be directed to: |
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DEALER MANAGERS |
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Goldman Sachs Bank Europe SE Marienturm Taunusanlage 9-10 D-60329 Frankfurt am Main Germany Telephone: +44 20 7774 4836 Attention: Liability Management Group Email: liabilitymanagement.eu@gs.com |
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ING Bank N.V., London Branch 8-10 Moorgate London EC2R 6DA United Kingdom
Telephone: +44 20 7767 6784 Email: liability.management@ing.com Attention: Liability Management Group |
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Banco Santander, S./A. Ciudad Grupo Santander Avenida De Cantabria s/n Edificio Encinar 28660 Boadilla del Monte Madrid Spain Attention: Liability Management Email: liabilitymanagement@gruposantander.com |
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Requests for information in relation to the procedures for tendering Notes should be directed to the Tender Agent: |
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THE TENDER AGENT Kroll Issuer Services Limited The Shard 32 London Bridge Street London SE1 9SG United Kingdom Attention: Owen Morris Telephone: + 44 20 7704 0880 Email: ineos@is.kroll.com Offer Website: https://deals.is.kroll.com/ineoseuro |
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DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the securities described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Offers were made solely pursuant to the Tender Offer Memorandum.
This announcement contains both historical and forward-looking statements. These forward-looking statements are not historical facts, but only predictions and generally can be identified by use of statements that include phrases such as “will,” “may,” “should,” “could,” “continue,” “anticipate,” “believe,” “expect,” “plan,” “probability,” “appear,” “project,” “estimate,” “intend,” “risk,” “target,” “goal,” “endeavor,” “outlook,” “optimistic,” “prospects” or other words or phrases of similar import. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. All statements that address the Issuers’ or their respective parent companies’ future operating performance or events or developments that they expect or anticipate will occur in the future are forward-looking statements. These forward-looking statements are based on the Issuers’ or the respective parent companies’ then current plans, estimates and projections and are subject to risks and uncertainties that could cause actual results to differ materially from those currently anticipated. Factors that could materially affect these forward-looking statements can be found in the Tender Offer Memorandum under the heading “Risk Factors.” Noteholders are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included in this announcement are made only as of the date of this announcement, and we undertake no obligation to update publicly these forward-looking statements to reflect new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events might or might not occur. We cannot assure you that projected results or events will be achieved.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by each of the Issuers, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions.
United States
The Offers are not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a “U.S. Person”)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and the Notes cannot be tendered in the Offers by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person. Any purported tender of Notes in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States, by a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or for a U.S. Person will be invalid and will not be accepted.
The Tender Offer Memorandum is not an offer of securities for sale in the United States or to U.S. Persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act.
Each holder of Notes participating in an Offer will represent that it is not a U.S. Person located in the United States and is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States and who is not a U.S. Person. For the purposes of this and the above paragraph, “United States” means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
United Kingdom
The Tender Offer Memorandum is being distributed only to existing Noteholders, and is only addressed to such existing Noteholders in the United Kingdom where they would (if they were clients of the Company) be per se professional clients or per se eligible counterparties of the Company within the meaning of the rules of the Financial Conduct Authority (“FCA”). The Tender Offer Memorandum is not addressed to or directed at any persons who would be retail clients within the meaning of the FCA rules and any such persons should not act or rely on it. Recipients of the Tender Offer Memorandum should note that the Company is acting on its own account in relation to the Offers and will not be responsible to any other person for providing the protections which would be afforded to clients of the Company or for providing advice in relation to the Offers.
In addition, the communication of the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
European Economic Area (EEA)
In any European Economic Area (EEA) Member State (the “Relevant State”), the Offers are only addressed to and are only directed at qualified investors in that Relevant State within the meaning of the Prospectus Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the “Prospectus Regulation”).
Each person in a Relevant State who receives any communication in respect of the Offers contemplated in the Tender Offer Memorandum will be deemed to have represented, warranted and agreed to with the Dealer Manager and the Issuers that it is a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation.
Belgium
Neither the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marchés financiers/Autoriteit voor financiële diensten en markten) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither the Tender Offer Memorandum nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than where it concerns only securities held by “qualified investors” in the sense of Article 2(e) of the EU Prospectus Regulation, acting on their own account. The Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
France
The Offers are not being made, directly or indirectly, in the Republic of France (“France”) other than to qualified investors (investisseurs qualifiés) as referred to in Article L.411-2 1° of the French Code monétaire et financier and defined in Article 2(e) of the Prospectus Regulation. None of the Tender Offer Memorandum, this announcement or any other documents or materials relating to the Offers have been or shall be distributed in France other than to qualified investors (investisseurs qualifiés) and only qualified investors (investisseurs qualifiés) are eligible to participate in the Offers. The Tender Offer Memorandum, this announcement and any other document or material relating to the Offers have not been and will not be submitted for clearance to, nor approved by, the Autorité des marchés financiers.
Italy
None of the Offers, the Tender Offer Memorandum, this announcement or any other documents or materials relating to the Offers has been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (“CONSOB”).
The Offers are being carried out in the Republic of Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999.
Noteholders, or beneficial owners of the Notes, can tender some or all of their Notes pursuant to the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-a-vis its clients in connection with the Notes or the Offers.
Spain
None of any Offer, the Tender Offer Memorandum or this announcement constitutes an offer of securities to the public in Spain under Regulation (EU) 2017/1129 or a tender offer in Spain Law 6/2023 of 17 March on Securities Markets and Investment Services, and under Royal Decree 1066/2007, of 27 July, all of them as amended, and any regulation issued thereunder.
Accordingly, the Tender Offer Memorandum and this announcement have not been and will not be submitted for approval or approved by the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores).
Switzerland
A public offer within the meaning of the Swiss Financial Services Act (“FinSA”) may not be directly or indirectly made in Switzerland with respect to the Notes. Therefore, neither the Tender Offer Memorandum nor any other offering or marketing material relating to the Notes constitutes a prospectus as such term is understood pursuant to article 35 FinSA or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. Accordingly, the investor protection rules otherwise applicable to investors in Switzerland do not apply to the Offers. When in doubt, investors based in Switzerland are recommended to contact their legal, financial or tax adviser with respect to the Offers.
Luxembourg
The terms and conditions relating to the Tender Offer Memorandum have not been approved by and will not be submitted for approval to the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) for purposes of public offering in the Grand Duchy of Luxembourg (“Luxembourg”). Accordingly, the Offers may not be made to the public in Luxembourg, directly or indirectly, and none of the Tender Offer Memorandum or any other prospectus, form of application, advertisement or other material may be distributed, or otherwise made available in or from, or published in, Luxembourg except in circumstances which do not constitute a public offer of securities to the public, subject to prospectus requirements, in accordance with the Luxembourg Act of 10 July 2005 on prospectuses for securities.
General
None of the Tender Offer Memorandum, this announcement or the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and the Dealer Managers or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction.
In addition to the representations referred to above in respect of the United States, each Noteholder participating in an Offer will be deemed to give certain other representations as set out in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the Offers from a Noteholder that is unable to make these representations will not be accepted.
Each of the Issuers, the Dealer Managers and the Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to an Offer whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Issuers determine (for any reason) that such representation is not correct, such tender or submission may be rejected.