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Ineos Finance Plc - Tender Offer (XS) - Results

INEOS FINANCE PLC ANNOUNCES THE RESULTS OF THE OFFERS TO PURCHASE NOTES FOR CASH - XS1577947440 - XS2250349581 - XS1843437549

31 JANUARY 2024


Full announcement including disclaimers and offer restrictions available via Luxse

(For previous Ineos Offers scroll down)


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"At the Expiration Deadline, (i) € 312,204,000 aggregate principal amount of 2025 Senior Secured Notes, (ii) € 246,884,000 aggregate principal amount of March 2026 Senior Secured Notes and (iii) € 488,848,000 aggregate principal amount of May 2026 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:



The Maximum Acceptance Amount and aggregate Purchase Consideration for the Offers is € 1,031,285,450.00.


Note:

(1) The Aggregate Principal Amount of Notes Validly Tendered comprises 2025 Senior Secured Notes held pursuant to Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”) (ISIN: XS1577947440 / Common Code: 157794744), and does not include the notes issued under the 2025 Senior Secured Notes Indenture and held pursuant to Rule 144A under the Securities Act (ISIN: XS1577946129 / Common Code: 157794612) (the “Rule 144A 2025 Senior Secured Notes”). For the avoidance of doubt, the Offer made pursuant to the Tender Offer Memorandum in respect of the 2025 Senior Secured Notes was only in respect of the 2025 Senior Secured Notes held pursuant to Regulation S under the Securities Act. [[DMS:6246464v11:01/31/2024--05:53 PM]]


(2) The Aggregate Principal Amount of Notes Validly Tendered comprises March 2026 Senior Secured Notes held pursuant to Regulation S under the Securities Act (ISIN: XS2250349581 / Common Code: 225034958), and does not include the notes issued under the March 2026 Senior Secured Notes Indenture and held pursuant to Rule 144A under the Securities Act (ISIN: XS2250349409 / Common Code: 225034940) (the “Rule 144A March 2026 Senior Secured Notes”). For the avoidance of doubt, the Offer made pursuant to the Tender Offer Memorandum in respect of the March 2026 Senior Secured Notes was only in respect of the March 2026 Senior Secured Notes held pursuant to Regulation S under the Securities Act.


(3) The Aggregate Principal Amount of Notes Validly Tendered comprises May 2026 Senior Secured Notes held pursuant to Regulation S under the Securities Act (ISIN: XS1843437549 / Common Code: 184343754), and does not include the notes issued under the May 2026 Senior Secured Notes Indenture and held pursuant to Rule 144A under the Securities Act (ISIN: XS1843437382 / Common Code: 184343738) (the “Rule 144A May 2026 Senior Secured Notes”). For the avoidance of doubt, the Offer made pursuant to the Tender Offer Memorandum in respect of the May 2026 Senior Secured Notes was only in respect of the May 2026 Senior Secured Notes held pursuant to Regulation S under the Securities Act.


(4) Certain of the Issuer’s ultimate shareholders and entities controlled by one or more of them (the “Permitted Holders”) participated in the Offers. The Issuer has accepted for purchase 2025 Senior Secured Notes in an aggregate principal amount of € 21,139,000, March 2026 Senior Secured Notes in an aggregate principal amount of € 32,500,000 and May 2026 Senior Secured Notes in an aggregate principal amount of € 78,000,000 from the Permitted Holders."


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INEOS FINANCE PLC ANNOUNCES OFFERS TO PURCHASE NOTES FOR CASH - XS1577947440 - XS2250349581 - XS1843437549

22 JANUARY 2024


Full announcement including disclaimers and offer restrictions available via Luxse

(For previous Ineos Offers scroll down)


INEOS Finance plc (the “Issuer”) has today launched an invitation to holders of its (i) 21 /8% Senior Secured Notes due November 2025 and held pursuant to Regulation S (ISIN: XS1577947440/Common Code: 157794744) (the “2025 Senior Secured Notes”), (ii) 33 /8% Senior Secured Notes due March 2026 and held pursuant to Regulation S (ISIN: XS2250349581/Common Code: 225034958) (the “March 2026 Senior Secured Notes”) and (iii) 27 /8% Senior Secured Notes due May 2026 and held pursuant to Regulation S (ISIN: XS1843437549/Common Code: 184343754) (the “May 2026 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 22 January 2024 (the “Tender Offer Memorandum”). Subject to applicable law, the Issuer reserves the right, in its sole and absolute discretion, to waive any and all conditions to the Offers.

The Issuer proposes to accept Notes for purchase with an aggregate Purchase Consideration not to exceed (x) the aggregate net proceeds of the New Financing (as defined below) less (y) the sum of (i) the aggregate purchase prices for the Lavéra Acquisition and the Bayport Acquisition (which we currently estimate to be approximately €1,040 million), (ii) the aggregate transaction fees and expenses in respect of the Lavéra Acquisition, the Bayport Acquisition, the New Financing and the Offers and (iii) €300 million (the “Maximum Acceptance Amount”) on the terms and conditions contained in the Tender Offer Memorandum, subject to the right of the Issuer to increase or decrease such amount in its sole and absolute discretion and subject to the right of the Issuer to accept or reject valid Tender Instructions (as defined below) in its sole and absolute discretion.


Subject to the Maximum Acceptance Amount, the Issuer will determine the aggregate principal amount of Notes of each Series of Notes that will be accepted for purchase (each, a “Series Acceptance Amount”), in its sole discretion, and reserves the right to accept significantly more or significantly less (or none) of any such Series of Notes (subject to pro rata scaling, if applicable) as compared to the other Series of Notes.


The Issuer is not making any offer to and will not accept tenders with respect to the 2025 Senior Secured Notes, March 2026 Senior Secured Notes and May 2026 Senior Secured Notes held pursuant to Rule 144A under the Securities Act (as defined below). "


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Summary of the Offers




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"Purpose of the Offers


The purpose of the Offers is, amongst other things, to proactively manage the Issuer’s expected maturity profile. The Offers also provide Noteholders with the opportunity to sell their current holdings in the Notes, as more fully described in the Tender Offer Memorandum."


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INEOS QUATTRO FINANCE 2 PLC AND INEOS QUATTRO FINANCE 1 PLC ANNOUNCE THE RESULTS OF THE OFFERS TO PURCHASE NOTES FOR CASH - XS2291929573 - XS2291928849

09 NOVEMBER 2023


Full announcement including disclaimers and offer restrictions available via Luxse


...


"The Offers were launched by the Issuers on 30 October 2023 and expired at 17:00 CET on 8 November 2023 (the “Expiration Deadline”).


At the Expiration Deadline, (i) €417,946,000 aggregate principal amount of Senior Secured Notes and (ii) € 127,793,000 aggregate principal amount of Senior 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:


Notes: (1) The Aggregate Principal Amount of Notes Validly Tendered comprises Senior Secured Notes 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 Senior Secured Notes Indenture and held pursuant to Rule 144A under the Securities Act (ISIN: XS2291929904 / Common Code: 229192990) (the “Rule 144A Senior Secured Notes”). For the avoidance of doubt, the Offer made pursuant to the Tender Offer Memorandum in respect of the Senior Secured Notes was only in respect of the Senior Secured Notes held pursuant to Regulation S under the Securities Act. (2) The Aggregate Principal Amount of Notes Validly Tendered comprises Senior Notes held pursuant to Regulation S (ISIN: XS2291928849 / Common Code: 229192884), and does not include the notes issued under the Senior Notes Indenture and held pursuant to Rule 144A under the Securities Act (ISIN: XS2291929813 / Common Code: 229192981) (the “Rule 144A Senior Notes”). For the avoidance of doubt, the Offer made pursuant to the Tender Offer Memorandum in respect of the Senior Notes was only in respect of the Senior Notes held pursuant to Regulation S under the Securities Act. (3) Certain of the Issuers’ ultimate shareholders and entities controlled by one or more of them (the “Permitted Holders”), participated in the Offers. The Senior Secured Notes Issuer has accepted for purchase Senior Secured Notes in an aggregate principal amount of € 20,000,000 from the Permitted Holders. The Senior Notes Issuer has accepted for purchase Senior Notes in an aggregate principal amount of € 46,000,000 from the Permitted Holders."


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INEOS QUATTRO FINANCE 2 PLC AND INEOS QUATTRO FINANCE 1 PLC ANNOUNCE OFFERS TO PURCHASE NOTES FOR CASH - XS2291929573 - XS2291928849

30 OCTOBER 2023


Full announcement including disclaimers and offer restrictions available via Luxse


"INEOS Quattro Finance 2 Plc (the “Senior Secured Notes Issuer”) and INEOS Quattro Finance 1 Plc (the “Senior Notes Issuer” and, together with the Senior Secured Notes Issuer, the “Issuers”) have today launched an 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 “Senior Secured Notes”) and (ii) INEOS Quattro Finance 1 Plc’s 33 /4% Senior Notes due 2026 held pursuant to Regulation S (ISIN: XS2291928849 / Common Code: 229192884) (the “Senior 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 (each, as defined below) and the other terms and conditions described in the Tender Offer Memorandum dated 30 October 2023 (the “Tender Offer Memorandum”). Subject to applicable law, the Issuers reserve the right, in their sole and absolute discretion, to waive any and all conditions to the Offers. "


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Summary of the Offers

Note:

(1) For further information refer to “Overview of Offers−Maximum Acceptance Amount” in the Tender Offer Memorandum.


(2) The Aggregate Principal Amount Outstanding comprises the 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) as of 25 October 2023, and does not include the notes issued under the Senior Secured Notes Indenture and held pursuant to Rule 144A under the Securities Act (ISIN: XS2291929904 / Common Code: 229192990) (the “Rule 144A Senior Secured Notes”). For the avoidance of doubt, the Offer being made pursuant to the Tender Offer Memorandum in respect of the Senior Secured Notes is only in respect of the Senior Secured Notes, which are held pursuant to Regulation S under the Securities Act. The outstanding aggregate principal amount of the Senior Secured Notes together with the Rule 144A Senior Secured Notes is €800,000,000 (collectively, the “Issued Senior Secured Notes”).


(3) The Aggregate Principal Amount Outstanding comprises the Senior Notes, which are held pursuant to Regulation S (ISIN: XS2291928849 / Common Code: 229192884) as of 25 October 2023, and does not include the notes issued under the Senior Notes Indenture and held pursuant to Rule 144A under the Securities Act (ISIN: XS2291929813 / Common Code: 229192981) (the “Rule 144A Senior Notes”). For the avoidance of doubt, the Offer being made pursuant to the Tender Offer Memorandum in respect of the Senior Notes is only in respect of the Senior Notes, which are held pursuant to Regulation S under the Securities Act. The outstanding aggregate principal amount of the Senior Notes together with the Rule 144A Senior Notes is €500,000,000 (collectively, the “Issued Senior Notes”).


(4) The Issuers have discussed the Offers with certain of the Issuers’ ultimate shareholders and entities controlled by one or more of them (the “Permitted Holders”), who collectively hold (i) approximately €25,000,000 in aggregate principal amount of the Senior Secured Notes, and (ii) approximately €90,000,000 in aggregate principal amount of the Senior Notes. Such Permitted Holders have informed the Issuers of their intention to tender some or all of their Senior Secured Notes and Senior Notes for purchase pursuant to the Offers"


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"Purpose of the Offers


The purpose of the Offers and the New Financing is, amongst other things, to proactively manage the Issuers’ expected maturity profile. The Offers also provide Noteholders with the opportunity to sell their current holdings in the Notes, as more fully described in the Tender Offer Memorandum."


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