FORM 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13(a)-16 OR 15(d)-16 OF THE SECURITIES EXCHANGE ACT OF 1934

~~October~~February 252, ~~2004~~2005

Commission File No. 333-87974

INEOS GROUP HOLDINGS ~~PLC~~Plc (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

England and Wales
(Jurisdiction of incorporation or organisation)

Hawkslease, Chapel Lane, Lyndhurst, Hampshire SO43 7FG, United Kingdom
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F.

Form 20-F xþ Form 40-F o

Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934

Yes o No x þ

(INEOS LOGO)

INEOS GROUP HOLDINGS plc

PRESS RELEASE ~~October~~February 252, ~~2004~~2005

INEOS Chlor Limited (‘Chlor’) has announced today that the contract to construct the new 400kte cellrooms in Runcorn has been awarded to Fluor/Uhde and also confirmed a revision to the funding package to support the modernisation of its Runcorn site. Chlor and INEOS Group Holdings plc (‘“INEOS Group’)” ~~are~~or ~~companies~~“The ~~under~~Company”) ~~common control. INEOS Group~~ announces today that it has ~~agreed~~entered tointo an ~~participate~~Interim inFinance Facility (the ~~revised~~“Facility”) ~~funding~~for ~~package~~€150 million ~~for~~with ~~this modernisation~~a ~~programme~~number of its syndicate banks.

The ~~cellroom~~Facility ~~contract~~will isprovide ~~the~~short ~~most~~term ~~significant~~funding ~~element~~for ~~of the Chlor modernisation programme that also includes~~ a ~~new state of the art boiler plant, a new centralised control room and a series of modernisation projects on a~~ number of ~~the~~expansion ~~other~~plans ~~plants~~which ~~on site. Significant progress on~~ the ~~major projects~~group ~~has already been made and all remain on track for completion by 2006.~~is ~~The Fluor/Uhde partnership brings a wealth of experience to this project and~~progressing, ~~combined~~ ~~with~~including ~~the~~projects ~~application~~in ~~of INEOS BiChlorTM electrolyser technology, will create one of~~ the ~~most~~Oxide ~~advanced~~and ~~cellrooms~~Fluor ~~in the world~~businesses.

The ~~original~~Facility ~~financing~~will ~~package~~have ~~announced~~a byone-year ~~Chlor~~maturity ~~in July 2003 comprised £45m~~ from ~~INEOS~~signing, ~~companies~~with ~~(including~~a ~~£9m~~mandatory ~~from~~prepayment ~~INEOS~~upon ~~Holdings Limited, a subsidiary~~any ofrefinancing. ~~INEOS~~It ~~Group)~~will ~~and~~rank ~~£60m~~pari ~~from~~passu ~~ICI~~with ~~together~~the ~~with~~Company’s ~~Regional~~existing ~~Selective~~Senior ~~Assistance from~~Notes ~~the~~Due UK2010 ~~Government.~~and ~~This~~will ~~was~~be unsecured inand ~~addition~~subordinate to ~~the~~existing ~~original~~senior ~~£100m~~bank ~~facility, which~~debt. ~~ICI~~It ~~agreed~~will tobear ~~provide~~interest toat ~~the~~LIBOR ~~business~~plus an applicable margin.

~~Under~~Ineos ~~the~~Group’s ~~revised~~current ~~package~~leverage ~~announced~~ratio ~~today,~~is ~~INEOS~~below ~~Holdings~~2 ~~Limited~~times ~~intends~~EBITDA, ~~to make~~and ~~available~~therefore ~~additional facilities to INEOS Chlor Limited of £91m (‘~~the ~~New INEOS~~Interim Finance Facility~~’).~~ ~~The~~represents ~~new~~an ~~facilities~~interim ~~are~~position ~~principally in the form of secured interest bearing loans with final maturity in 2010. This brings the total available facilities from INEOS Group~~ to ~~£100m.~~enable ~~It is anticipated that~~ the ~~facilities~~ ~~will~~Company ~~be drawn down over the period~~ to ~~the~~proceed ~~completion~~with of the ~~project~~planned ininvestments ~~2006.~~before ~~ICI~~a ~~will~~full ~~sell~~refinancing ~~their~~takes ~~15%~~place, ~~shareholding~~likely ~~in Chlor~~ to ~~INEOS~~be ~~Holdings Limited~~later ~~and will forego over £100m of loans and accrued interest. ICI will have no further economic interest~~ in the ~~Chlor business~~year.

The refinancing represents a major vote of confidence by INEOS in the INEOS Chlor business and is a clear sign of the company’s commitment to be a leading player in the global chlor alkali industry.

John Reece
Director
INEOS Group Holdings plc

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on ~~October~~February 252, ~~2004~~2005.

INEOS GROUP HOLDINGS ~~PLC Registrant~~PLCRegistrant Issuer /s/ JOHN REECE John ReeceDirector

/S/ JOHN REECE

John Reece Director

Filing Compare · INEOS GROUP HOLDINGS PLC