Obligation Ineosys 7.5% ( USG47966AC35 ) en USD

Ineosys

100 % ▼

Suisse

USG47966AC35 ( en USD )

7.5% par an ( paiement semestriel )

01/05/2020 - Obligation échue

Prospectus brochure de l'obligation Ineos USG47966AC35 en USD 7.5%, échue

70 000 USD

775 000 000 USD

G47966AC3

N/A

Ineos est une société mondiale de produits chimiques, pétrochimiques et matériaux spéciaux, opérant dans plus de 35 pays.

L'Obligation émise par Ineosys ( Suisse ) , en USD, avec le code ISIN USG47966AC35, paye un coupon de 7.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/05/2020

NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES
OFFERING MEMORANDUM

INEOS Finance plc
$775,000,000
71/2% Senior Secured Notes due 2020
Guaranteed on a senior secured basis by
INEOS Group Holdings S.A., INEOS Luxembourg I S.A., INEOS Holdings Limited
and certain of their subsidiaries

INEOS Finance plc (the "Issuer") has issued in an offering (the "Offering") $775,000,000 aggregate principal
amount of its 71/2% Senior Secured Notes due 2020 (the "notes"). Interest will be payable semi-annually on the notes on
May 1 and November 1 of each year, beginning November 1, 2012.
The notes will mature on May 1, 2020. Some or all of the notes may be redeemed prior to May 1, 2015, by
paying 100% of the principal amount of such notes plus a make-whole premium, and at any time on or after May 1, 2015,
at the redemption prices set forth in this offering memorandum. In addition, at any time on or prior to May 1, 2015, we
may redeem up to 35% of the aggregate principal amount of the notes with the net proceeds of certain equity offerings.
Upon the occurrence of certain events constituting a change of control, each holder of the notes may require the
Issuer to repurchase all or a portion of its notes. All of the notes may also be redeemed at 100% of their principal amount
plus accrued interest if at any time the Issuer or any guarantor becomes obligated to pay withholding taxes as a result of
certain changes in law.
The notes are senior secured debt of the Issuer and (i) rank pari passu in right of payment with all of the Issuer's
existing and future indebtedness that is not subordinated to the notes and (ii) are fully and unconditionally guaranteed (the
"guarantees") by INEOS Group Holdings S.A. (the "Parent"), INEOS Luxembourg I S.A., INEOS Holdings Limited and
certain of their subsidiaries on a senior secured basis. Within 30 days (or in the case of certain deposit account and
security account control agreements and certain real property collateral, 60 days and 90 days, respectively) after issuance,
the notes and the guarantees will be secured by first ranking liens (subject to certain exceptions) on the same assets that
secure the Issuer's obligations under the 2015 Notes, the 2019 Notes and the New Senior Facilities Agreement (each as
defined herein) as more fully described in "Description of the Collateral and the Guarantees."
This offering memorandum includes information on the terms of the notes and guarantees, including redemption
and repurchase prices, security, covenants and transfer restrictions.
Application has been made to list the notes on the Official List of the Luxembourg Stock Exchange and for
trading on the Euro MTF market. This offering memorandum constitutes a prospectus for the purpose of Luxembourg law
dated July 10, 2005 on prospectuses for securities.

Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page 21
of this offering memorandum.

Offering price for the notes: 100% plus accrued interest from the issue date, if any.
The notes and the guarantees have not been, and will not be, registered under the U.S. Securities Act of
1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction. The notes are being
offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and
to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. For
further details about eligible offerees and resale restrictions, please see "Notice to Investors."
The notes were made available to investors in book-entry form through The Depository Trust Company ("DTC")
on May 4, 2012. Interests in each global note will be exchangeable for the relevant definitive notes only in certain limited
circumstances. See "Book-Entry, Delivery and Form."

Joint Global Coordinators and Bookrunners
J.P. Morgan
Barclays
Joint Bookrunners
Goldman Sachs International
UBS Investment Bank

The date of this offering memorandum is May 25, 2012.

You should rely only on the information contained in this offering memorandum. None of the Issuer, the Group,
the Guarantors or any of the initial purchasers (each, as defined herein) has authorized anyone to provide you with
different information. If anyone provides you with different or inconsistent information, you should not rely on it. None
of the Issuer, the Guarantors, the Group or any of the initial purchasers is making an offer of the notes in any jurisdiction
where the Offering is not permitted. You should not assume that the information contained in this offering memorandum
is accurate at any date other than the date on the front of this offering memorandum. Our business, financial condition,
results of operations and prospects may have changed since that date.
TABLE OF CONTENTS
Presentation of Financial and Non-GAAP Information................................................................................................
vii
Certain Definitions........................................................................................................................................................
x
Exchange Rate Information ..........................................................................................................................................
xv
Forward-Looking Statements .......................................................................................................................................
xvi
Tax Considerations ....................................................................................................................................................... xviii
Trademarks and Trade Names ...................................................................................................................................... xviii
Historical and Current Market and Industry Data......................................................................................................... xviii
Summary.......................................................................................................................................................................
1
The Offering .................................................................................................................................................................
14
Summary Historical Condensed Consolidated Financial Information and Other Financial Data.................................
19
Risk Factors ..................................................................................................................................................................
21
The Refining Divestiture ..............................................................................................................................................
47
The Refinancing............................................................................................................................................................
48
Use of Proceeds ............................................................................................................................................................
49
Capitalization................................................................................................................................................................
51
Selected Consolidated Financial Information ...............................................................................................................
52
Operating and Financial Review and Prospects............................................................................................................
54
Industry and Market Overview .....................................................................................................................................
73
Business........................................................................................................................................................................
88
The Issuer .....................................................................................................................................................................
119
Management .................................................................................................................................................................
121
Principal Shareholders ..................................................................................................................................................
123
Certain Relationships and Related Party Transactions .................................................................................................
124
Description of Other Indebtedness................................................................................................................................
126
Description of the Notes ...............................................................................................................................................
150
Description of the Collateral and the Guarantees .........................................................................................................
228
Limitations on Validity and Enforceability of the Guarantees and the Security Interests ............................................
237
Book-Entry; Delivery and Form ...................................................................................................................................
277
Certain Tax Considerations ..........................................................................................................................................
282
Notice to Investors........................................................................................................................................................
286
Plan of Distribution.......................................................................................................................................................
290
Legal Matters................................................................................................................................................................
293
Independent Auditors and Reporting Accountants .......................................................................................................
293
Where You Can Find More Information ......................................................................................................................
294
Service of Process and Enforcement of Judgments ......................................................................................................
295
Listing and General Information...................................................................................................................................
304
Index to Consolidated Financial Statements.................................................................................................................
F-1
Glossary of Selected Terms ..........................................................................................................................................
G-1
i

IMPORTANT INFORMATION
We have prepared this offering memorandum solely for use in connection with the offer of the notes to qualified
institutional buyers under Rule 144A under the Securities Act and to non-U.S. persons (within the meaning of
Regulation S under the Securities Act) outside the United States under Regulation S under the Securities Act. We have
not authorized its use for any other purpose. Delivery of this offering memorandum to anyone other than such
prospective investors is unauthorized, and any reproduction of this offering memorandum, in whole or in part, is
prohibited. By accepting delivery of this offering memorandum, you agree to these restrictions. Please see "Notice to
Investors."
This offering memorandum is based on information provided by us and by other sources that we believe are
reliable. We cannot assure you that information included herein is accurate or complete. No representation or warranty,
express or implied, is made by the initial purchasers as to the accuracy or completeness of any information set forth in
this offering memorandum, and nothing contained in this offering memorandum is or shall be relied upon as a promise or
representation, whether as to the past or the future. This offering memorandum summarizes certain documents and other
information and we refer you to them for a more complete understanding of the discussions in this offering
memorandum. We will make copies of certain documents available to you upon request. In making an investment
decision, you must rely on your own examination of our company, the terms of the offering and the notes, including the
merits and risks involved.
By purchasing the notes, you will be deemed to have made the acknowledgments, representations, warranties
and agreements described under the heading "Notice to Investors" in this offering memorandum. You should understand
that you may be required to bear the financial risks of your investment for an indefinite period of time.
We are not making any representation to any purchaser of the notes regarding the legality of an investment in
the notes by such purchaser under any legal investment or similar laws or regulations. You should not consider any
information in this offering memorandum to be legal, business or tax advice. You should consult your own attorney,
business advisor and tax advisor for legal, business and tax advice regarding an investment in the notes.
We reserve the right to withdraw the offering of the notes at any time and we and the initial purchasers reserve
the right to reject any commitment to subscribe for the notes in whole or in part and to allot to any prospective purchaser
less than the full amount of the notes sought by such purchaser. The initial purchasers and certain related entities may
acquire for their own account a portion of the notes. Please see "Plan of Distribution."
You must comply with all applicable laws and regulations in force in any applicable jurisdiction and you must
obtain any consent, approval or permission required by you for the purchase, offer or sale of the notes under the laws and
regulations in force in the jurisdiction to which you are subject or in which you make such purchase, offer or sale, and
neither we nor the initial purchasers will have any responsibility therefor.
This offering memorandum is not an offer to sell, or a solicitation of an offer to buy, any notes by any person in
any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. No action has been, or
will be, taken to permit a public offering in any jurisdiction where action would be required for that purpose.
None of the U.S. Securities and Exchange Commission (the "SEC"), any state securities commission or any
other regulatory authority has approved or disapproved these securities nor have any of the foregoing authorities passed
upon or endorsed the merits of the Offering or the accuracy or adequacy of this offering memorandum. Any
representation to the contrary is a criminal offense.
We accept responsibility for the information contained in this offering memorandum. We have made all
reasonable inquiries and confirm to the best of our knowledge, information and belief that the information contained in
this offering memorandum with regard to us and our affiliates and the notes is true and accurate in all material respects,
that the opinions and intentions expressed in this offering memorandum are honestly held and that we are not aware of
any other facts, the omission of which would make this offering memorandum or any statement contained herein
misleading in any material respect.
The information contained under the heading "Exchange Rate Information" includes extracts from information
and data publicly released by official and other sources. While we accept responsibility for accurately summarizing the
information concerning exchange rate information, we accept no further responsibility in respect of such information.
The information set out in relation to sections of this offering memorandum describing clearing and settlement
arrangements, including the section entitled "Book-Entry, Delivery and Form," is subject to change in or reinterpretation
of the rules, regulations and procedures of the DTC, Euroclear or Clearstream currently in effect. While we accept
responsibility for accurately summarizing the information concerning DTC, Euroclear and Clearstream, we accept no
further responsibility in respect of such information.
ii

The notes are subject to restrictions on transferability and resale and may not be transferred or resold except as
permitted under the Securities Act and applicable securities laws of any other jurisdiction pursuant to registration or
exemption therefrom. Prospective purchasers should be aware that they may be required to bear the financial risks of this
investment for an indefinite period of time. See "Notice to Investors."
STABILIZATION
IN CONNECTION WITH THE OFFERING, J.P. MORGAN SECURITIES LLC (THE "STABILIZING
MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) MAY OVER-ALLOT
NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES
AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO
ASSURANCE THAT THE STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE
STABILIZING MANAGER) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION
MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL
TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT
MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE OF THE
NOTES AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.

NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES, ANNOTATED
1995, AS AMENDED (THE "RSA"), WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH
FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEW HAMPSHIRE HAS PASSED IN ANY
WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE
PROVISIONS OF THIS PARAGRAPH.

NOTICE TO U.S. INVESTORS
Each purchaser of the notes will be deemed to have made the representations, warranties and acknowledgments
that are described in this offering memorandum under the section titled "Notice to Investors."
The notes and the guarantees have not been and will not be registered under the Securities Act or the securities
laws of any state of the United States and are subject to certain restrictions on transfer. Prospective purchasers are hereby
notified that the seller of any note may be relying on the exemption from the provisions of Section 5 of the Securities Act
provided by Rule 144A thereunder. For a description of certain further restrictions on resale or transfer of the notes,
please see "Notice to Investors."
THE NOTES MAY NOT BE OFFERED TO THE PUBLIC WITHIN ANY JURISDICTION. BY
ACCEPTING DELIVERY OF THIS OFFERING MEMORANDUM, YOU AGREE NOT TO OFFER, SELL, RESELL,
TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY, ANY NOTES TO THE PUBLIC.
NOTICE TO EEA INVESTORS
This offering memorandum is not a prospectus and is being distributed to a limited number of recipients for the
sole purpose of assisting such recipients in determining whether to proceed with a further investigation of the purchase
of, or subscription for, the notes. This offering memorandum has been prepared on the basis that all offers of the notes
will be made pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the
European Economic Area ("EEA"), from the requirement to produce a prospectus for offers of securities. Accordingly,
any person making or intending to make any offer within the EEA of the notes, which are the subject of the placement
contemplated in this offering memorandum, should only do so in circumstances in which no obligation arises for the
Issuer or the initial purchasers to produce a prospectus for such offer. Neither the Issuer nor the initial purchasers have
authorized, nor do they authorize, the making of any offer of the notes through any financial intermediary, other than
offers made by the initial purchasers, which constitute the final placement of the notes contemplated in this offering
memorandum.
In relation to each Member State of the EEA which has implemented the Prospectus Directive (each, a
"Relevant Member State"), each initial purchaser has represented and agreed that with effect from and including the date
on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date")
iii

it has not made and will not make an offer of the notes to the public in that Relevant Member State prior to the
publication of a prospectus in relation to the notes which has been approved by the competent authority in that Relevant
Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority
in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and
including the Relevant Implementation Date, make an offer of the notes to the public in the Relevant Member State at
any time:
(a)
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b)
to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010
PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the
Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior
consent of the relevant dealer or dealers nominated by the Issuer for any such offer; or
(c)
in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of the notes shall result in a requirement for the publication by the Issuer or the initial
purchasers of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this restriction, the expression an "offer of the notes to the public" in relation to any notes in
any Relevant Member State means the communication in any form and by any means of sufficient information on the
terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as
the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member
State, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010
PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant
implementing measure in each Relevant Member State and the expression "2010 PD Amending Directive" means
Directive 2010/73/EU.
NOTICE TO U.K. INVESTORS
The issue and distribution of this offering memorandum is restricted by law. This offering memorandum is not
being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act
2000 by, a person authorized under the Financial Services and Markets Act 2000. This offering memorandum is for
distribution only to persons who (i) have professional experience in matters relating to investments (being investment
professionals 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) to the extent that doing so does not prejudice the lawful distribution of this offering memorandum to the
foregoing, are persons to whom an invitation or inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any notes may
otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as
"relevant persons"). This offering memorandum is directed only at relevant persons and must not be acted on or relied on
by persons who are not relevant persons. Any investment or investment activity to which this offering memorandum
relates is available only to relevant persons and will be engaged in only with relevant persons. No part of this offering
memorandum should be published, reproduced, distributed or otherwise made available in whole or in part to any other
person without the prior written consent of the Issuer. The notes are not being offered or sold to any person in the United
Kingdom, except in circumstances which will not result in an offer of securities to the public in the United Kingdom
within the meaning of Part VI of the Financial Services and Markets Act 2000.

NOTICE TO LUXEMBOURG RESIDENTS
The Offering should not be considered a public offering of securities in the Grand Duchy of Luxembourg. This
offering memorandum may not be reproduced or used for any purpose other than this private placement nor provided to
any person other than the recipient thereof. The notes are offered to a limited number of sophisticated investors in all
cases under circumstances designed to preclude a distribution, which would be other than a private placement. All public
solicitations are banned and the sale may not be publicly advertised.

iv

NOTICE TO NORWEGIAN INVESTORS
This offering memorandum has not been and will not be registered with the Norwegian prospectus authority.
Accordingly, this offering memorandum may not be made available, nor may the notes otherwise be marketed or offered
for sale, in Norway other than in circumstances that are exempted from the prospectus requirements under the Norwegian
Securities Trading Act (2007) chapter 7.

NOTICE TO DANISH INVESTORS
This offering memorandum has not been filed with or approved by any authority in the Kingdom of Denmark.
The notes have not been offered or sold and may not be offered, sold or delivered directly or indirectly in the Kingdom of
Denmark, unless in compliance with the Danish Act on Trading in Securities (Consolidated Act No. 795 of August 20,
2009, as amended from time to time) and any Orders issued thereunder.
NOTICE TO DUTCH INVESTORS
The notes are not, will not and may not be, directly or indirectly, offered or acquired in the Netherlands, and this
offering memorandum may not be circulated in the Netherlands, as part of an initial distribution or any time thereafter,
other than to individuals or legal entities who or which qualify as qualified investors (gekwalificeerde beleggers) within
the meaning of article 1:1 of the Financial Supervision Act (Wet op het financieel toezicht), as amended from time to
time.

NOTICE TO SWEDISH INVESTORS
This offering memorandum has not been and will not be registered with the Swedish Financial Supervisory
Authority (Sw. Finansinspektionen). Accordingly, this offering memorandum may not be made available, nor may the
notes otherwise be marketed and offered for sale, in Sweden other than in circumstances that are deemed not to be an
offer to the public under the Swedish Financial Instruments Trading Act (Sw. lag (1991:980) om handel med finansiella
instrument).

NOTICE TO SWISS INVESTORS
The notes may not be publicly offered, sold or advertised, directly or indirectly, in or from Switzerland. Neither
this offering memorandum nor any other offering or marketing material relating to the notes constitutes a prospectus as
such term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing
prospectus within the meaning of the listing rules of the SIX Swiss Exchange Ltd., and neither this offering
memorandum nor any other offering or marketing material relating to the notes may be publicly distributed or otherwise
made publicly available in Switzerland.

NOTICE TO ITALIAN INVESTORS
The Offering of notes has not been registered pursuant to Italian securities legislation and, accordingly, no notes
may be offered, sold or delivered, nor may copies of this offering memorandum or of any other document relating to the
notes be distributed in the Republic of Italy, except: (i) to qualified investors (investitori qualificati), as defined pursuant
to Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended (the "Italian Financial Services Act") and
Article 34-ter, first paragraph, letter b) of Regulation No. 11971 of 14 May 1999, as amended from time to time
("Regulation No. 11971"); or (ii) in other circumstances which are exempted from the rules on public offerings pursuant
to Article 100 of the Italian Financial Services Act and Article 34-ter of Regulation No. 11971. Any offer, sale or
delivery of the notes, or distribution of copies of this offering memorandum or any other document relating to the notes
in the Republic of Italy under (i) or (ii) above must be: (a) made by an investment firm, bank or financial intermediary
permitted to conduct such activities in the Republic of Italy in accordance with the Italian Financial Services Act,
CONSOB Regulation No. 16190 of 23 October 2007 (as amended from time to time) and Legislative Decree No. 385 of
1 September 1993, as amended (the "Banking Act"); and (b) in compliance with any other applicable laws and
regulations, or requirement imposed by CONSOB or any other Italian authority.
v

NOTICE TO SPANISH INVESTORS
The Offering has not been and will not be verified by or registered with the Spanish Securities Market
Commission ("Comisión Nacional del Mercado de Valores"). The notes may not be offered or sold in the Kingdom of
Spain by means of a public offer as defined and construed by Article 30 bis of Law 24/1988 of 28 July, on the Spanish
Securities Market (as amended by Law 37/1998, of 16 November and Royal Decree Law 5/2005, of 11 March, among
others), Article 38 of Royal Decree 1310/2005, of 4 November, on admission to listing and public offer of securities, and
any other regulations that may be in force from time to time, but the notes may be offered or sold in Spain in
circumstances which do not qualify as a public offer or pursuant to an exception in compliance with the requirements of
such Law 24/1988 (as amended), Royal Decree 1310/2005, and any regulations related to it which may be in force from
time to time.

NOTICE TO FRENCH INVESTORS
This offering memorandum has not been prepared and is not being distributed in the context of an offer to the
public of financial securities in France within the meaning of Article L.411-1 of the French Code monétaire et financier
and Title 1 of Book II of the Règlement Général de l'Autorité des Marchés Financiers, and has not been approved by,
registered or filed with the Autorité des marchés financiers (the "AMF"). Therefore, the notes may not be, directly or
indirectly, offered or sold to the public in France (offre au public de titres financiers) and this offering memorandum has
not been and will not be released, issued or distributed or cause to be released, issued or distributed to the public in
France or used in connection with any offer for subscription or sales of the notes to the public in France. Offers, sales and
distributions have only been and shall only be made in France to: (i) providers of investment services relating to portfolio
management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille
pour le compte de tiers), (ii) qualified investors (investisseurs qualifiés) and/or (iii) a limited group of investors (cercle
restreint d'investisseurs) acting solely for their own account, all as defined in and in accordance with Articles L.411-2,
D.411-1 to D.411-4, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier. Prospective investors are
informed that (a) this offering memorandum has not been and will not be submitted for clearance to the AMF, (b) in
compliance with Articles L.411-2 and D.411-1 through D.411-4 of the French Code monétaire et financier, any investors
subscribing for the notes should be acting for their own account and (c) the direct and indirect distribution or sale to the
public of the notes acquired by them may only be made in compliance with Articles L.411-1, L.411-2, L.412-1 and
L.621-8 through L. 621-8-3 of the French Code monétaire et financier.

NOTICE TO AUSTRIAN INVESTORS
This offering memorandum has not been or will not be approved and/or published pursuant to the Austrian
Capital Markets Act (Kapitalmarktgesetz), as amended. Neither this offering memorandum nor any other document
connected therewith constitutes a prospectus according to the Austrian Capital Markets Act and neither this offering
memorandum nor any other document connected therewith may be distributed, passed on or disclosed to any other
person in Austria. No steps may be taken that would constitute a public offering of the notes in Austria and the Offering
of the notes may not be advertised in Austria. Any offer of the notes in Austria will only be made in compliance with the
provisions of the Austrian Capital Markets Act and all other laws and regulations in Austria applicable to the offer and
sale of the notes in Austria.
vi

PRESENTATION OF FINANCIAL AND NON-GAAP INFORMATION
Group Restructuring
On January 31, 2011, INEOS Group Holdings S.A. (a newly incorporated Luxembourg company) replaced
INEOS Group Holdings plc (INEOS Group Holdings Limited since February 2, 2011) as the issuer of the 2016 Notes (as
defined herein), the parent under the 2015 Notes Indenture (as defined herein) and the parent company of the banking
group under the 2010 Senior Facilities Agreement (as defined herein). Several new Luxembourg, Swiss and UK
subsidiaries were formed and integrated into the INEOS structure above INEOS Holdings Limited and INEOS Group
Holdings Limited, but below INEOS Group Holdings S.A. The new subsidiaries acceded to the 2015 Notes Indenture
and the 2016 Notes Indenture (each as defined herein) and the 2010 Senior Facilities Agreement as guarantors on
January 31, 2011 (see "Summary--Summary Corporate and Financing Structure").
Prior to January 31, 2011, the reporting entity for the Group's financial statements was the UK entity, INEOS
Group Holdings plc. Effective January 31, 2011, the reporting entity for the Group's financial statements is the
Luxembourg entity, INEOS Group Holdings S.A. As a result of the restructuring, INEOS Group Holdings plc (INEOS
Group Holdings Limited since February 2, 2011) became an indirect wholly owned subsidiary of INEOS Group
Holdings S.A., and the financial information of INEOS Group Holdings Limited is now incorporated into the accounts of
INEOS Group Holdings S.A. This internal restructuring did not materially change the financial statements of the Group
(beyond the change in structure) or the scope or nature of activities of the Group for the year ended December 31, 2011.
The financial information described below reflects this change in the Group's structure.
Financial Information
The audited consolidated financial statements of INEOS Group Holdings S.A. as of and for the year ended
December 31, 2011, included in this offering memorandum, have been audited by PricewaterhouseCoopers S.à r.l. in
accordance with International Standards of Auditing ("ISAs"). The consolidated financial statements have been prepared
in accordance with IFRS (as defined herein). For a complete description of the accounting principles followed in
preparing INEOS Group Holdings S.A.'s consolidated financial statements, please see Note 1 "Accounting Policies--
Basis of preparation" to the audited consolidated financial statements of INEOS Group Holdings S.A. (audited in
accordance with ISAs) included elsewhere in this offering memorandum.
The audited consolidated financial statements of INEOS Group Holdings plc as of and for the year ended
December 31, 2010, included in this offering memorandum, have been audited by PricewaterhouseCoopers LLP in
accordance with ISAs. The consolidated financial statements have been prepared in accordance with IFRS. For a
complete description of the accounting principles followed in preparing INEOS Group Holdings plc's consolidated
financial statements, please see Note 1 "Accounting Policies--Basis of preparation" to the audited consolidated financial
statements of INEOS Group Holdings plc (audited in accordance with ISAs) included elsewhere in this offering
memorandum.
The consolidated financial information of INEOS Group Holdings plc as of and for the years ended
December 31, 2009, 2008 and 2007, included in this offering memorandum, has been audited by
PricewaterhouseCoopers LLP in accordance with SIR 2000 (Investment Reporting Standard applicable to public
reporting engagements on historical financial information) issued by the UK Auditing Practices Board. The independent
accountant's report thereon is included elsewhere in this offering memorandum. The consolidated financial information
has been prepared in accordance with IFRS. For a complete description of the accounting principles followed in
preparing INEOS Group Holdings plc's consolidated financial information, please see Note 1 "Accounting Policies--
Basis of preparation" to the consolidated financial information for INEOS Group Holdings plc (audited in accordance
with SIR 2000), included elsewhere in this offering memorandum. This financial information was prepared for and
included in the offering memorandum for INEOS Finance plc dated May 5, 2010 for the purpose of issuing 300,000,000
91/4% Senior Secured Notes due in 2015 and $570,000,000 9% Senior Secured Notes due in 2015.
The audited financial statements for INEOS Finance plc as of and for the period ended December 31, 2010,
included in this offering memorandum, have been audited by PricewaterhouseCoopers LLP in accordance with
International Standards of Auditing ("ISAs"). These financial statements have been extracted from our signed statutory
Annual Report and financial statements as of and for the period ended December 31, 2010, although the Directors'
Report has been removed and the page references have been modified solely for the convenience of the reader. These
financial statements have been filed with the Companies House. The financial statements have been prepared in
accordance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice
("UK GAAP")). For a complete description of the accounting principles followed in preparing INEOS Finance plc's
financial statements, please see "Statement of accounting policies" to the audited financial statements of INEOS Finance
plc, included elsewhere in this offering memorandum.
vii

Restatement of Certain Financial Information
In the year ended December 31, 2011, INEOS Group Holdings S.A. entered into a corporate restructuring,
whereby INEOS Group Holdings S.A. is now the parent company of the group (previously INEOS Group Holdings plc).
The Group has used accounting principles for entities under common control for this restructuring and accordingly the
audited consolidated financial statements of INEOS Group Holdings S.A. for the year ended December 31, 2011,
presents comparable financial statements for the years ended December 31, 2010, and December 31, 2009 as if INEOS
Group Holdings S.A. had always been the parent company. In addition, the indirect parent company of INEOS Group
Holdings plc, INEOS Limited, and two of INEOS Limited's subsidiaries are now subsidiaries of INEOS Group
Holdings S.A. as a result of the group restructuring. In accordance with the accounting principles for entities under
common control, the comparative financial information has been restated such that it has been presented as if such
subsidiaries were always part of the consolidated group. For further details and the amount of the impact for each year
and for each line item, refer to Note 1 "Accounting Policies--Basis of accounting" of the audited consolidated financial
statements of INEOS Group Holdings S.A. as of and for the year ended December 31, 2011.
In addition, during the year ended December 31, 2011, INEOS Group Holdings S.A. approved a plan to dispose
of the Refining Business (see "Refining Divestiture"). In accordance with IFRS 5 "Non-Current Assets Held for Sale and
Discontinued Operations", these operations were classified as a disposal group, which resulted in the income statements
for the comparative years ending December 31, 2010 and December 31, 2009 being restated so as to present the net profit
from the Refining Business as discontinued operations. For further details and the amount of the impact for each year and
for each line item, refer to Note 3 "Disposals" of the audited consolidated financial statements of INEOS Group
Holdings S.A. as of and for the year ended December 31, 2011.
Use of Non-GAAP Financial Measures
We have presented certain information in this offering memorandum based on non-GAAP measures. As used in
this offering memorandum, this information includes "EBITDA before exceptionals."
EBITDA before exceptionals represents operating profit before depreciation, amortization, impairment and
exceptional charges. For the year ended December 31, 2011, the Group changed its definition of EBITDA before
exceptionals to exclude share of profit/(loss) from joint ventures. In accordance with IFRS, we use both the first in first
out ("FIFO") and weighted average cost methods of accounting for purposes of determining our inventory cost in
connection with the preparation of our audited annual consolidated financial information. EBITDA before exceptionals is
based on the FIFO and weighted average cost methods of accounting for inventory used in connection with the
preparation of such financial information. EBITDA before exceptionals is derived from income statement line items
calculated in accordance with IFRS on historical cost basis.
EBITDA before exceptionals is not a measure of financial performance under IFRS. This EBITDA-based
measure is a non-GAAP measure. We believe that the presentation of EBITDA before exceptionals enhances an
investor's understanding of our financial performance. However, EBITDA-based measures should not be considered in
isolation or viewed as a substitute for operating profit, profit, cash flows from operating activities or other measures of
performance as defined by IFRS. EBITDA before exceptionals, as used herein, is not necessarily comparable to other
similarly titled captions of other companies due to potential inconsistencies in the method of calculation. Our
management has used, and expects to use, EBITDA before exceptionals to assess operating performance and to make
decisions about allocating resources among our various segments. In assessing our overall performance and the
performance of each of our segments, management reviews EBITDA before exceptionals as a general indicator of
performance compared to prior periods. Furthermore, management and employee bonuses can be linked to the EBITDA
before exceptionals performance of the business and the region in which they work. Our EBITDA before exceptionals
excludes items that management does not consider in assessing operating performance. Our management believes it is
useful to eliminate such items because it allows management to focus on what it considers to be a more meaningful
indicator of operating performance and ability to generate cash flow from operations.
The information presented by EBITDA before exceptionals is unaudited and has not been prepared in
accordance with IFRS or any other accounting standards. In addition, the presentation of these measures is not intended
to and does not comply with the reporting requirements of the SEC; compliance with its requirements would require us to
make changes to the presentation of this information.
We present in this offering memorandum certain pro forma financial data which has been adjusted to give pro
forma effect to the Transactions. Please see "Summary--Summary Historical Condensed Consolidated Financial
Information and Other Financial Data." Our historical results may not be indicative of our future results following
consummation of the Transactions. The pro forma financial data has not been prepared in accordance with the
requirements of Regulation S-X of the Securities Act, the Prospectus Directive or any generally accepted accounting
standards. Neither the assumptions underlying the pro forma adjustments nor the resulting pro forma financial data have
been audited or reviewed in accordance with any generally accepted auditing standards.
viii

Presentation
Rounding adjustments have been made in calculating some of the financial information included in this offering
memorandum. Figures shown as totals in some tables and elsewhere may not be exact arithmetic aggregations of the
figures that precede them.
In this offering memorandum, unless otherwise indicated: all references to the "EU" are to the European Union;
all references to "euro" or " " are to the lawful currency of the European Union; all references to the "U.K." are to the
United Kingdom; all references to "pounds sterling," "sterling," "Sterling," "British pounds" or "£" are to the lawful
currency of the United Kingdom; all references to the "United States" or the "U.S." are to the United States of America;
and all references to "U.S.$," "U.S. dollars," "dollars" or "$" are to the lawful currency of the United States.
ix