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Statement re Conditional Redemption Notice

FRANKFURT, Germany--(BUSINESS WIRE)--

“high net worth companies, unincorporated associations, etc.”

Styrolution issues a notice for the conditional redemption of all of its outstanding senior secured notes due 2016

Frankfurt, Germany – July 4, 2014 –Styrolution today issued a notice in connection with the conditional redemption (subject to the satisfaction or waiver of the conditions described below) of all of its outstanding 7.625% Senior Secured Notes due 2016 (the “Notes”). Under the notice, Styrolution’s obligation to complete the redemption is conditioned upon the completion of one or more financing transactions for the purpose of redeeming the Notes (among other things) by any of (i) Styrolution or (ii) INEOS Styrolution Holding GmbH and/or one or more of its subsidiaries or affiliates and the on-lending of a portion of the proceeds therefrom to Styrolution pursuant to one or more intercompany loans, in each case, that are reasonably satisfactory to Styrolution in its discretion and result in aggregate net proceeds to Styrolution in a sufficient quantity to pay the redemption price for the Notes, including applicable premium, in full and pay all related expenses on or prior to the redemption date. If redemption occurs, the Notes will be redeemed in full. Styrolution and INEOS Styrolution Holding GmbH continue to evaluate the debt markets and intend to complete the financing transaction and subsequent redemption but there can be no assurance that any of the financing transaction or redemption will be completed.

NOTICE OF CONDITIONAL REDEMPTION

Styrolution Group GmbH

7.625% Senior Secured Notes due 2016

Common Code Numbers: 062809116* (Rule 144A) and 062808942* (Regulation S)

ISIN Numbers: XS0628091166* (Rule 144A) and XS0628089426* (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 May 18, 2011 (as heretofore amended, supplemented or otherwise modified, the “Indenture”), among Styrolution Group GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of the Federal Republic of Germany (the “Company”), the guarantors listed therein, Citibank, N.A., London Branch, as trustee (the “Trustee”), principal paying agent, transfer agent and registrar, and Citicorp Trustee Company Limited 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 7.625% Senior Secured Notes due 2016 (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.

The terms and conditions of the Redemption are as follows:

1. The Company’s obligation to complete the Redemption is conditioned upon the completion of one or more financing transactions for the purpose of redeeming the Notes (among other things) by any of (i) the Company or (ii) INEOS Styrolution Holding GmbH and/or one or more of its subsidiaries or affiliates and the on-lending of a portion of the proceeds therefrom to the Company pursuant to one or more intercompany loans, in each case, that are reasonably satisfactory to the Company in its discretion and result in aggregate net proceeds to the Company in a sufficient quantity to pay the Redemption Price (as defined below) for the Notes, including applicable premium, in full and pay all related expenses on or prior to the Redemption Date (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 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 by September 1, 2014, any Notes previously surrendered to the Paying Agent shall be returned to the Holders thereof.

2. The redemption date for the Notes shall be, subject to the satisfaction or waiver of the Refinancing Condition, August 5, 2014, provided that if the Refinancing Condition shall not have been satisfied or waived by August 4, 2014, the redemption date for the Notes shall be the Business Day immediately following the satisfaction of the Refinancing Condition (the “Redemption Date”). The Redemption Date, if such date occurs, will not occur later than September 2, 2014.

3. The record date shall be the Business Day immediately preceding the Redemption Date (the “Record Date”).

4. The redemption price payment will be made in accordance with paragraph 6 (Optional Redemption) of the Notes. The redemption price (the “Redemption Price”) will be equal to:

  • 102.859% of the principal amount of the Notes to be redeemed, plus
  • any Additional Amounts and accrued and unpaid interest, if any, from May 15, 2014, to, but not including, the Redemption Date.

5. The Notes must be surrendered to Citibank, N.A, London Branch, as 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:

By Mail:   By Hand:   By Express Delivery:
Citibank, N.A., London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

Citibank, N.A., London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

Citibank, N.A., London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

6. On the Redemption Date, assuming satisfaction or waiver of the Refinancing Condition, the Redemption Price will become due and payable upon each Note to be redeemed. Unless the Company defaults in making such redemption payment, 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.

7. The redemption of the Notes is being effected pursuant to paragraph 6 (Optional Redemption) of the Notes and in accordance with Article Three of the Indenture.

NOTICE: The Trustee will withhold under the U.S. backup withholding rules 28% of any payment that is made upon redemption of a Note unless the Holder, when presenting the Notes, delivers a properly completed IRS Form W-9 or the Holder otherwise establishes an exemption from such backup withholding.

Styrolution Group GmbH

Date: July 4, 2014

*These Common Code and ISIN numbers are included solely for the convenience of the Holders. Neither the Trustee, the Company nor the Paying Agent shall be responsible for the selection or use of any Common Code or ISIN number, nor is any representation made as to its correctness or accuracy on any Note or as referred to in any redemption notice.

ABOUT STYROLUTION

Styrolution is the leading, global styrenics supplier with a focus on styrene monomer, polystyrene, Standard ABS and styrenic specialties. With world-class production facilities and more than 80 years of experience, Styrolution helps its customers succeed by offering the best possible solution, designed to give them a competitive edge in their markets. The company provides styrenic applications for many everyday products across a broad range of industries, including automotive, electronics, household, construction, healthcare, toys/sports/leisure, and packaging. In 2013, sales were at 5.8 billion euros, resulting in an EBITDA before special items of 442 million euros. Styrolution employs approximately 3,200 people and operates 17 production sites in ten countries.

For further information please visit www.styrolution.com.

CONTACT

If you have any questions, please do not hesitate to contact us.

Christine Schönfelder

Vice President Corporate Communications, Investor Relations,

Advocacy and Change Management

Styrolution Group GmbH

Erlenstrasse 2

60325 Frankfurt, Germany

Phone: +49 069 509550-1024

Email: christine.schoenfelder@styrolution.com

Website: www.styrolution.com

Cautionary Statement

This communication is directed only at (i) persons who are outside the United Kingdom, (ii) persons who 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 “Order”), (iii) are persons falling within Article 49(2)(a) to (d) “high net worth companies, unincorporated associations, etc.” of the Order, and (iv) 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”). Any investment activity to which this communication relates will only be available to, and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Forward Looking Statements

This press release may include “forward looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These forward looking statements can be identified by the use of forward looking terminology, including the terms ‘‘believes,’’ ‘‘estimates,’’ ‘‘anticipates,’’ ‘‘expects,’’ ‘‘intends,’’ ‘‘may,’’ ‘‘will’’ or ‘‘should’’ or, in each case, their negative, or other variations or comparable terminology. These forward looking statements include all matters that are not historical facts and include statements regarding Styrolution’s intentions, beliefs or current expectations concerning, among other things, Styrolution’s results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which it operates. By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward looking statements are not guarantees of future performance and that Styrolution’s actual results of operations, financial condition and liquidity, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward looking statements contained in this press release. In addition, even if Styrolution’s results of operations, financial condition and liquidity, and the development of the industry in which Styrolution operates are consistent with the forward looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods. Given these risks and uncertainties, you should not rely on forward looking statements as a prediction of actual results.

Short Name: STYROLUTION
Category Code: STR
Sequence Number: 423562
Time of Receipt (offset from UTC): 20140704T181601+0100

Contacts

STYROLUTION GMBH