NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, THE UNITED KINGDOM, AUSTRALIA, CANADA, HONG KONG, OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS PRESS RELEASE.
INEOS Holdings Limited today announced that its indirect wholly owned subsidiary, INEOS Finance plc, has completed its previously announced offering (the “Offering”) of senior secured notes due 2029 in two tranches: $725 million aggregate principal amount of 7.500% senior secured notes due 2029 and €850 million aggregate principal amount of 6.375% senior secured notes due 2029 (collectively, the “Notes”). INEOS Finance plc intends to use a portion of the proceeds from the Offering together with a portion of the proceeds from additional secured term loan borrowings in the aggregate principal amounts of $500 million and €425 million (collectively, the “Loans”) to refinance €1,047.9 million aggregate principal amount of existing senior secured notes. Additionally, INEOS Finance plc intends to use a portion of the Notes and Loans proceeds (i) to pay the purchase price of US$700 million for the acquisition of LyondellBasell’s ethylene oxide and derivatives business and the aggregate purchase price of €400 million for an INEOS affiliate’s and TotalEnergies’ cracker and derivative assets in Lavéra, France, (ii) for general corporate purposes, including to prefund Project ONE (being the INEOS Group’s major capital investment in Antwerp, Belgium, which was announced on January 14, 2019) and (iii) to pay transaction fees and expenses (collectively, the “Transactions”).
There can be no assurance that the Transactions described above will be completed.
Contact
For further information, please contact:
Richard Longden
+41 (0) 799 626 123
Cautionary Statement
This press release is for information purposes only and does not constitute a prospectus or any offer to sell or the solicitation of an offer to buy any security in the United States of America or in any other jurisdiction. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States of America absent registration or an exemption from registration under the Securities Act. The Notes will be offered in a private offering exempt from the registration requirements of the Securities Act and will accordingly be offered only to: (i) qualified institutional buyers pursuant to Rule 144A under the Securities Act and (ii) certain persons outside the United States in compliance with Regulation S under the Securities Act.
This communication is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended) (the “FSMA”) by, a person authorized under the FSMA. Accordingly, this communication is only being distributed to and is only directed at persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). Accordingly, by accepting this communication, the recipient warrants and acknowledges that it is such a Relevant Person. The communication is directed only at Relevant Persons and must not be acted or relied upon by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates will be available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not take any action based upon this communication and should not rely on it.
The target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU, as amended. The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of the following: (i) a “retail client” as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a “qualified investor” as defined in the EU Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “EU PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of : (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation. No key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
In addition, the Notes are not intended to be offered, sold or otherwise made available, and should not be offered, sold or otherwise made available, in Belgium to any consumer (consument/consommateur) within the meaning of the Belgian economic law code (Wetboek van economisch recht/Code de droit économique), as amended from time to time.
This press release is not intended to constitute an offer or solicitation to purchase or invest in the Notes. The Notes will not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”) and will not be admitted to any trading venue (exchange or multilateral trading facility) in Switzerland.
Forward Looking Statements
This press release includes “forward-looking statements,” within the meaning of the U.S. securities laws and the laws of certain other jurisdictions, based on our current expectations and projections about future events, including: the cyclical and highly competitive nature of our businesses; our significant debt service obligations, as well as our ability to generate sufficient cash flow to service our debt; risks associated with our capital structure and our other indebtedness; our sales growth across our principal businesses and our strategy for controlling costs, growing margins, increasing manufacturing capacity and production levels, and making capital expenditures; our ability to deleverage through strategic disposals of certain assets and non-core businesses; raw material costs or supply arrangements; our ability to conduct operations in several different countries; wars and other armed conflicts, including the Russian invasion of Ukraine and the conflict in the Middle East; potential business interruptions due to the actions of third parties; changes in tax laws or the application or interpretation thereof; our ability to maintain an effective system of internal controls over financial reporting; our ability to adequately protect our computer systems against information theft, data corruption, operational disruption and any other cybersecurity risks; our technological and manufacturing assets and our ability to utilize them to further increase sales and the profitability of our businesses; impacts of climate change, including regulatory requirements on greenhouse gas emissions, the costs to purchase emissions allowances and the physical risks to our facilities of severe weather conditions; current or future health, safety and environmental requirements and the related costs of maintaining compliance with, and addressing liabilities under, those requirements; operational hazards, including the risk of accidents that result in injury to persons and environmental contamination; our ability to retain existing customers and obtain new customers; our ability to develop new products and technologies successfully; our ability to successfully integrate acquired businesses with our historical business and realize anticipated synergies and cost savings, including with respect to businesses acquired; currency fluctuations; credit and capital markets conditions as well as general economic, social or political conditions, including risks associated with economic recessions, and our customers’ access to credit; changes in pension fund investment performance or assumptions relating to pension costs; our ability to attract and retain members of management and key employees; our relationship with our shareholders, affiliates and joint ventures and general economic, social or political conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein.
All statements other than statements of historical facts included in this press release, including, without limitation, statements regarding our future financial position, risks and uncertainties related to our business, strategy, capital expenditures, projected costs and our plans and objectives for future operations, may be deemed to be forward-looking statements. Words such as “believe,” “expect,” “anticipate,” “may,” “assume,” “plan,” “intend,” “will,” “should,” “estimate,” “risk” and similar expressions or the negatives of these expressions are intended to identify forward-looking statements. In addition, from time to time we or our representatives, acting in respect of information provided by us, have made or may make forward-looking statements orally or in writing and these forward-looking statements may be included in but are not limited to press releases (including on our website), reports to our security holders and other communications.
Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Any forward-looking statement speaks only as of the date on which it is made and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual results.