EX-99.2
Published on February 11, 2011
Exhibit 99.2
Novelis Inc.
Exchange Offer
to holders of its
8.375% Senior Notes due
2017
8.75% Senior Notes due
2020
NOTICE OF GUARANTEED
DELIVERY
As set forth in (i) the Prospectus,
dated ,
2011 (the Prospectus), of Novelis Inc. (the
Issuer) and Novelis Corporation, Eurofoil Inc.
(USA), Novelis PAE Corporation, Aluminum Upstream Holdings LLC,
Novelis Brand LLC, Novelis South America Holdings LLC, Novelis
North America Holdings Inc., Novelis Acquisitions LLC, Novelis
Cast House Technology Ltd., Novelis No. 1 Limited
Partnership, 4260848 Canada Inc., 4260856 Canada Inc., Novelis
Europe Holdings Ltd., Novelis UK Ltd., Novelis Services Limited,
Novelis do Brasil Ltda., Novelis AG, Novelis Switzerland S.A.,
Novelis Technology AG, Novelis Aluminium Holding Company,
Novelis Deutschland GmbH, Novelis Luxembourg S.A., Novelis PAE
S.A.S., Novelis Madeira, Unipessoal, Lda (together, the
Guarantors) under The Exchange
Offer Exchange Offer Procedures and
(ii) the Letter of Transmittal (the Letter of
Transmittal) relating to the offer by the Issuer and the
Guarantors to exchange (a) new 8.375% Senior Notes due
2017 (the 2017 New Notes) that have been registered
under the Securities Act of 1933, as amended (the
Securities Act), for a like principal amount of the
Issuers outstanding 8.375% Senior Notes due 2017 (the
2017 Old Notes) and (b) new 8.75% Senior
Notes due 2020 (the 2020 New Notes and together with
the 2017 New Notes, the New Notes) that have been
registered under the Securities Act of 1933, as amended (the
Securities Act), for a like principal amount of the
Issuers outstanding 8.75% Senior Notes due 2020 (the
2020 Old Notes and together with the 2017 Old Notes,
the Old Notes), which Old Notes were issued and sold
in transactions exempt from registration under the Securities
Act of 1933, as amended, this form or one substantially
equivalent hereto must be used to accept the offer of the Issuer
and the Guarantors if: (i) certificates for the Old Notes
are not immediately available or (ii) time will not permit
all required documents to reach the Exchange Agent (as defined
below) on or prior to the expiration date of the Exchange Offer
(as defined below and as described in the Prospectus). Such form
may be delivered by telegram, facsimile transmission, mail or
hand to the Exchange Agent.
To: The
Bank of New York Mellon Trust Company, N.A. (the
Exchange Agent)
By Facsimile (for Eligible Institutions Only):
212-298-1915
Attn. Mrs. Carolle Montreuil Processor
Confirm by Telephone:
212-815-5920
By Mail, Hand or Courier:
The Bank of New York Mellon Corporation
Corporate Trust Reorganization Unit
480 Washington Boulevard 27th floor
Jersey City, New Jersey 07310
Attn: Mrs. Carolle Montreuil Processor
Delivery of this instrument to an address other than as set
forth above
or as indicated upon contacting the Exchange Agent at the
telephone number
set forth above, or transmittal of this instrument to a
facsimile number other
than as set forth above or as indicated upon contacting the
Exchange Agent at the
telephone number set forth above, does not constitute a valid
delivery.
Notwithstanding anything contained in this Notice of
Guaranteed Delivery or in the related
Letter of Transmittal, tenders can only be made
through ATOP by DTC participants and Letters of Transmittal
can only be accepted by
means of an Agents Message.
Ladies and Gentlemen:
The undersigned hereby tenders to the Issuer and the Guarantors,
upon the terms and conditions set forth in the Prospectus and
the Letter of Transmittal (which together constitute the
Exchange Offer), receipt of which are hereby
acknowledged, the principal amount of Old Notes set forth below
pursuant to the guaranteed delivery procedure described in the
Prospectus under the caption The Exchange
Offer Guaranteed Delivery Procedures and the
Letter of Transmittal.
All the authority herein conferred or agreed to be conferred in
this Notice of Guaranteed Delivery and every obligation of the
undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in
bankruptcy and legal representatives of the undersigned and
shall not be affected by, and shall survive the death or
incapacity of, the undersigned.
Principal Amount of 2017 Old Notes Tendered: |
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Principal Amount of 2020 Old Notes Tendered: |
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Certificate Nos. (if available):
Total Principal Amount Represented by
2017 Old Notes Certificate(s):
2017 Old Notes Certificate(s):
Total Principal Amount Represented by
2020 Old Notes Certificate(s):
2020 Old Notes Certificate(s):
Account Number:
Name(s) in which Old Notes Registered:
Date: |
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Sign Here
Signature (s): |
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Please Print the Following Information
Name (s): |
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Address (es): |
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Area Code and Tel. No (s).: |
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Must be signed by the holder(s) of Outstanding Notes as their
names(s) appear(s) on certificates for Outstanding Notes or on a
security position listing, or by person(s) authorized to become
registered holder(s) by endorsement and documents transmitted
with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact,
officer or other person acting in a fiduciary or representative
capacity, such person must set forth his or her full title below.
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GUARANTEE
The undersigned, a bank, broker, dealer, credit union, savings
association or other entity which is a member in good standing
of a recognized signature medallion program approved by the
Securities Transfer Association Inc., including the Securities
Transfer Agents Medallion Program (STAMP), the Stock Exchange
Medallion Program (SEMP) and the New York Stock Exchange
Medallion Program (MSP), or any other eligible guarantor
institution within the meaning of
Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, hereby
guarantees delivery to the Exchange Agent of certificates
tendered hereby, in proper form for transfer, or delivery of
such certificates pursuant to the procedure for book-entry
transfer, in either case with delivery of a properly completed
and duly executed Letter of Transmittal (or facsimile thereof)
or agents message in lieu thereof and any other required
documents, within three New York Stock Exchange trading days
after the Expiration Date referred to in the Prospectus.
Name of Firm: |
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Authorized Signature: |
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Number and Street or P.O. Box: |
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City: | State: | Zip Code: |
Area Code and Tel. No.: |
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Dated:
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