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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”)

INEOS Quattro Finance 2 PLC announces results of cash tender offer for any and all of its  3  3/8% Senior Secured Notes Due 2026

October 3, 2024. INEOS Quattro Finance 2 Plc (the “Offeror”), a company incorporated under the laws of England and Wales, announces today the results of the tender offer that the Offeror commenced on September 23, 2024, for any and all of its outstanding U.S.$146,179,000 3³/₈% 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.

The Expiration Deadline for the Offer was 5:00 p.m. (New York City time) on October 2, 2024. The aggregate principal amount of Securities validly tendered and not withdrawn by the Expiration Deadline was U.S.$ 68,965,000.

The following table sets forth certain information relating to the results of the Offer.

(1) Certain of the Offeror’s ultimate shareholders and entities controlled by one or more of them (the “Permitted Holders”) participated in the Offer. The Offeror has accepted for purchase Securities in an aggregate principal amount of U.S.$6,000,000 from the Permitted Holders.

The Offer

In addition to the payment of the Purchase Price, each Holder whose Securities are validly tendered and delivered (and not validly withdrawn) and accepted for purchase will also be paid Accrued Interest equal to interest accrued and unpaid on the Securities from (and including) the immediately preceding interest payment date for the Securities to (but excluding) the Settlement Date.

Accrued Interest will cease to accrue on the Settlement Date.

The Purchase Price and the Accrued Interest for the Securities validly tendered (and not validly withdrawn) in the Offer will be paid on the Settlement Date.

The Offeror’s obligation to accept and pay for Securities in the Offer is 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”).  

The Offeror intends to accept all Securities that have been validly tendered and give a notice of optional redemption with respect to the 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.

The Settlement Date is expected to occur on October 7, 2024, the third business day after the Expiration Deadline. Securities purchased pursuant to the Offer will be retired and cancelled.  

FURTHER INFORMATION

This announcement is released by INEOS Quattro Finance 2 Plc 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 referenced 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.

Questions and requests for assistance in connection with the Offer may be directed to Goldman Sachs Bank Europe SE, ING Bank N.V., London Branch or Santander US Capital Markets LLC:

NOTICE AND DISCLAIMER

Whether or not the purchase of any Securities pursuant to the Offer is completed, the Offeror, IQHL or any of their respective subsidiaries or affiliates may, to the extent permitted by applicable law, acquire Securities other than pursuant to the Offer, including through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise. Such purchases may be on such terms and at such prices as the Offeror or, if applicable, IQHL or any of their respective subsidiaries or affiliates may determine, which may be more or less than the prices to be paid pursuant to the Offer and could be for cash or other consideration or otherwise on terms more or less favorable than those contemplated by the Offer. Any future purchases of Securities by the Offeror or any of its affiliates will depend on various factors existing at the relevant time. There can be no assurance that the Offeror or any of its affiliates will pursue any such future offers to purchase or as to the structure or terms (or combinations thereof) of any such future offers to purchase.

This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Offer. If any Holder is in any doubt as to the action it should take or is unsure of the impact of the Offer, it is recommended to seek its own financial, legal or tax advice, including as to any tax consequences, from its stockbroker, bank manager, attorney, accountant or other independent financial, legal or tax adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Securities in the Offer (or to validly withdraw any such tender). None of the Dealer Managers, the Tender & Information Agent, the Offeror, IQHL, nor any director, officer, employee, agent or affiliate of, any such person makes any recommendation whether Holders should tender Securities in the Offer.

Information Regarding Forward-Looking Statements

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 Offeror’s or IQHL’s 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 Offeror’s or IQHL’s 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 Offer to Purchase under the heading “Risk Factors.” Holders 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 the Offeror undertakes 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. The Offeror cannot assure you that projected results or events will be achieved.

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by each of the Offeror, the Dealer Managers and the Tender & Information Agent to inform themselves about and to observe any such restrictions. Please refer to the Offer to Purchase for a description of such restrictions.