INEOS Finance plc
21/8% Senior Secured Notes due 2025 (the “Notes”)
ISIN Numbers: XS1577946129* (Rule 144A) and XS1577947440* (Regulation S)
Common Codes: 157794612* (Rule 144A) and 157794744* (Regulation S)
NOTICE IS HEREBY GIVEN that in accordance with Sections 3.04, 13.02(b) and 13.02(d) of the indenture, dated as of November 3, 2017 (as heretofore amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), among INEOS Finance plc, a public limited company incorporated under the laws of England and Wales (the “Company”), the guarantors listed therein, The Bank of New York Mellon, London Branch, as trustee (the “Trustee”) and principal paying agent (the “Principal Paying Agent”), The Bank of New York Mellon SA/NV, Luxembourg Branch, as registrar, Luxembourg transfer agent and paying agent and Barclays Bank PLC, as security trustee, the Company has elected to redeem (subject to satisfaction or waiver of the condition described below) (the “Redemption”) all of its outstanding €192,796,000 aggregate principal amount of 21/8% Senior Secured Notes due 2025 issued in accordance with the Indenture (the “Notes”) on the Redemption Date (as defined below). The Redemption Price (as defined below) will be paid to holders of record as of the Record Date (as defined below). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Indenture.
1) The redemption date for the Notes shall be, subject to the satisfaction or waiver of the Refinancing Condition (as defined below), February 11, 2025, provided that if the Refinancing Condition shall not have been satisfied or waived by February 10, 2025, the redemption date for the Notes shall be the Business Day immediately following the satisfaction or waiver of the Refinancing Condition (the “Redemption Date”). The Redemption Date, if such date occurs, will not occur later than March 24, 2025.
2) The redemption price payment will be made in accordance with paragraph 4 (Optional Redemption) of the Notes. In accordance with section 13.07 of the Indenture, if the Redemption Date is not a Business Day, the redemption price payment will be made on the next succeeding day that is a Business Day and no interest shall accrue for the intervening period (the “Alternative Payment Date”). The redemption price (the “Redemption Price”) will be equal to:
• 100.000% of the principal amount of the Notes to be redeemed, plus
• Additional Amounts, if any, and accrued and unpaid interest from November 15, 2024 to, but not including, the Redemption Date.
3) The record date will be the Business Day immediately preceding the Redemption Date (the “Record Date”).
4) The Notes in definitive form must be surrendered to The Bank of New York Mellon, London Branch, as Principal Paying Agent, to collect the Redemption Price. Payment of the Redemption Price will be made on or after the Redemption Date upon presentation and surrender of the Notes at the following address:
The Bank of New York Mellon, London Branch
160 Queen Victoria Street
London EC4V 4LA
Attention: Trustee Administration
5) On the Redemption Date, assuming satisfaction or waiver of the Refinancing Condition (as defined below), the Redemption Price will become due and payable upon each Specified
Note. Unless the Company defaults in making the redemption payment on the Redemption Date or the Alternative Payment Date, as applicable, interest on the Notes will cease to accrue on and after the Redemption Date and the only remaining right of Holders will be to receive payment of the Redemption Price in respect of the redeemed amount.
6) The redemption of the Notes is being effected pursuant to paragraph 4 (Optional Redemption) of the Notes and in accordance with Article Three of the Indenture.
7) The Company’s obligation to redeem any of the Notes on the Redemption Date is conditioned upon the completion of one or more financing transactions by the Company and INEOS US Finance LLC that are reasonably satisfactory to the Company in its discretion and result in aggregate net proceeds to the Company and INEOS US Finance LLC in an aggregate principal amount of at least €1.3 billion (equivalent) (the “Refinancing Condition”). Accordingly, none of the Notes shall be deemed due and payable on the Redemption Date unless and until the Refinancing Condition is satisfied or waived by the Company. The Company will inform Holders of Notes and the Trustee by press release at least one Business Day prior to the Redemption Date as to whether the Refinancing Condition will be satisfied or waived. If the Refinancing Condition is not satisfied or waived, any Notes previously surrendered to the Paying Agent shall be returned to the Holders thereof.
INEOS Finance plc
Date: January 23, 2025
*These ISIN and Common Code numbers are included solely for the convenience of the holders. Neither the Trustee, the Company nor any Paying Agent shall be responsible for the selection or use of any ISIN or Common Code number, nor is any representation made as to its correctness or accuracy on any Note or as referred to in any redempt