Exhibit 99.1
NOVELIS COMMENCES NOTEHOLDER CONSENT SOLICITATION
ATLANTA, June 22 /PRNewswire-FirstCall/ -- Novelis Inc. (NYSE: NVL) (TSX:
NVL) today announced that it is soliciting consents from the holders of its 7
1/4% Senior Notes due 2015 (CUSIP Nos. 67000XAA4, C6780CAA1 and 67000XAB2) (the
"Notes"). Novelis is seeking consents to proposed amendments of certain
provisions of the indenture pursuant to which the Notes were issued (the
"Indenture") and a waiver of defaults thereunder. The consent solicitation is
expected to expire at 5:00 p.m., New York City time, on Friday, June 30, 2006,
unless extended to a later time or date (the "Expiration Date").
As previously disclosed, Novelis has not yet filed with the Securities and
Exchange Commission (the "SEC") its Annual Report on Form 10-K for the year
ended December 31, 2005, and its Quarterly Report on Form 10-Q for the quarter
ended March 31, 2006, due to the demands of Novelis' recently completed
financial review and restatement process. As a result, Novelis is in default
under the Indenture. Novelis is soliciting consents to proposed amendments to
the Indenture that would give Novelis until December 31, 2006, to become current
in its reporting obligations and a waiver of the default caused by its not
timely filing the SEC reports.
Holders of record as of 5:00 p.m., New York City time, on June 21, 2006, who
validly deliver and do not revoke their consents prior to 5:00 p.m., New York
City time, on Friday, June 30, 2006, will receive an initial consent fee for
each $1,000 in principal amount of Notes with respect to which consents are
received equal to the product of $15.00 multiplied by a fraction, the numerator
of which is the aggregate principal amount of Notes outstanding on the
Expiration Date and the denominator of which is the aggregate principal amount
of Notes as to which Novelis received and accepted consents. If Novelis has not
filed its Annual Report on Form 10-K for the year ended December 1, 2005, with
the SEC by 5:30 p.m., New York City time, on September 30, 2006, Novelis will
pay to these holders an additional $5.00 for each $1,000.00 in principal amount
of Notes as to which Novelis has received and accepted consents. These consent
fees are collectively referred to as the "Consent Fees."
The effectiveness of the proposed amendments and waiver and the payment of
the Consent Fees are subject to the receipt of valid consents that are not
revoked in respect of at least a majority of the aggregate principal amount
outstanding of the Notes. Holders of the Notes may revoke their consents at any
time before the proposed amendments and waiver become effective, but upon
receipt by Novelis of the consents of a majority of holders of the Notes the
waiver will become effective, a supplemental indenture setting forth the
amendments will be executed and consents may no longer be revoked unless Novelis
fails to pay holders the Consent Fees.
Citigroup Corporate and Investment Banking is serving as the solicitation
agent for the consent solicitation. Questions regarding the consent solicitation
may be directed to Citigroup Corporate and Investment Banking at (800) 558-3745
(toll-free) or (212) 723-6106. The information agent for the consent
solicitation is Global Bondholder Services Corporation. Requests for copies of
the Consent Solicitation Statement and related documents may be directed to
Global Bondholder Services Corporation at (866) 794-2200 (toll- free) or (212)
430-3774.
This announcement is not an offer to purchase, a solicitation of an offer to
purchase or a solicitation of consents with respect to the Notes nor is this
announcement an offer to sell or a solicitation of an offer to purchase new
securities. The consent solicitation is made solely by means of the Consent
Solicitation Statement dated June 22, 2006, and the related Consent Form.
Statements made in this news release which describe Novelis' intentions,
expectations or predictions may be forward-looking statements within the meaning
of securities laws. Novelis cautions that, by their nature, forward- looking
statements involve risk and uncertainty and that Novelis' actual results could
differ materially from those expressed or implied in such statements. We do not
intend, and we disclaim any obligation, to update any forward-looking
statements, whether as a result of new information, future events or otherwise.
Factors that could cause actual results or outcomes to differ from the results
expressed or implied by forward-looking statements include, among other things:
continuing obligations and other relationships resulting from our spin-off from
Alcan; the level of our indebtedness and our ability to generate cash;
relationships with, and financial and operating conditions of, our customers and
suppliers; changes in the prices and availability of aluminum (or premiums
associated with such price) or other raw materials we use; fluctuations in the
supply of, and prices for, energy in the areas in which we maintain production
facilities; our ability to access financing for future capital requirements;
changes in the relative values of various currencies; factors affecting our
operations, such as litigation, labor relations and negotiations, breakdown of
equipment and other events; economic, regulatory and political factors within
the countries in which we operate or sell our products, including changes in
duties or tariffs; competition from other aluminum rolled products producers as
well as from substitute materials such as steel, glass, plastic and composite
materials; changes in general economic conditions; changes to and volatility of
metal prices; changes in interest rates that have the effect of increasing the
amounts we pay under our principal credit agreement and other financing
documents; our ability to improve and maintain effective internal control over
financial reporting and disclosure controls and procedures in the future; our
ability to properly account for adjustments made to arrive at our opening
balance sheet as of January 6, 2005; changes in market value of derivatives; the
effectiveness of our hedging activities, including our internal UBC and smelter
hedges; the continued cooperation of debt holders and regulatory authorities
with respect to extensions of our 2006 filing deadlines, the payment of special
interest due to our failure to timely file our SEC reports and the payment of
fees in connection with any related waivers or amendments of covenants in our
principal debt agreements; cyclical demand and pricing within the principal
markets for our products as well as seasonality in certain of our customers'
industries; and changes in government regulations, particularly those affecting
environmental, health or safety compliance. The above list of factors is not
exhaustive. Other important risk factors are included under the caption "Risk
Factors" in our registration statement on Form S-4, as amended and filed with
the SEC, and may be discussed in subsequent filings with the SEC. The risk
factors included in our registration statement on Form S-4, as amended, are
specifically incorporated by reference into this news release.
SOURCE Novelis Inc.
-0- 06/22/2006
/CONTACT: Media, Charles Belbin, +1-404-814-4260, or
charles.belbin@novelis.com, or Investors, Holly K. Ash, +1-404-814-4212, or
holly.ash@novelis.com, of Novelis Inc./
/Web site: http://www.novelis.com /