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Ineos Quattro Finance 1 & 2 Plc - Tender Offer (XS) - Launch

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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