8.00% Senior Notes due

Transcription

1 If you have recently sold or otherwise transferred your entire holding(s) of Notes or Warrants referred to below, you should immediately forward this Offer to Purchase to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, this Offer to Purchase should not be forwarded or transmitted in or into the Republic of Italy. ASIA ALUMINUM HOLDINGS LIMITED Offer to Purchase for Cash and Solicitation of Consents to One-Time Waiver of, and Amendments to, the Indenture relating to any and all of its outstanding US$450,000, % Senior Notes due 2011 AA INVESTMENTS COMPANY LIMITED Offer to Purchase for Cash and Solicitation of Consents to One-Time Waiver of, and Amendments to, the Indenture relating to any and all of its outstanding US$355,000, % Senior PIK Notes due 2012 and US$180,000, % Senior PIK Notes due 2012 and 1,706,987 Warrants Asia Aluminum Holdings Limited ( AAH ), a company incorporated under the laws of Bermuda with limited liability hereby (i) offers (the AAH Tender Offer ) to purchase for cash, upon the terms and subject to the conditions set forth in this offer to purchase and consent solicitation statement (as amended or supplemented, this Offer to Purchase ), any and all of its outstanding 8.00% Senior Notes due 2011 (the AAH Notes ) and (ii) solicits consents to a one-time waiver of, and amendments to, certain of the provisions of, the indenture, as amended and supplemented, under which the AAH Notes were issued (the AAH Consent Solicitation ). AA Investments Company Limited ( AAI ), a company incorporated under the laws of Bermuda with limited liability hereby (i) offers (the AAI Tender Offer, and together with the AAH Tender Offer, the Tender Offer ) to purchase for cash, upon the terms and subject to the conditions set forth in this Offer to Purchase, any and all of its outstanding 12.00% Senior PIK Notes due 2012 (the 12.00% Notes ) and 14.00% Senior PIK Notes due 2012 (the 14.00% Notes, and together with the 12.00% Notes, the PIK Notes, and together with the AAH Notes, the Notes ) and warrants to purchase 1,706,987 ordinary shares (the Warrants ) and (ii) solicits consents to a one-time waiver of, and amendments to, certain of the provisions of, the indenture, as amended and supplemented, under which the PIK Notes were issued (the AAI Consent Solicitation, and together with the AAH Consent Solicitation, the Consent Solicitation ). To validly tender PIK Notes, each holder tendering PIK Notes must simultaneously tender all Warrants issued in connection with such PIK Notes, which number of Warrants must represent at least the requisite pro rata number of Warrants based on the original ratio of PIK Notes and Warrants issued, which in the case of the 12.00% Notes, is Warrants per US$1,000 principal amount, and in the case of the 14.00% Notes, is Warrants per US$1,000 principal amount. The one-time waiver would enable AAI, AAH and their respective subsidiaries to incur indebtedness in the PRC, and to grant liens over certain of their assets in connection with such indebtedness, to fund a substantial portion of the Total Consideration (as defined below) and to provide working capital as well as to release and waive any and all claims each holder may have arising from or in connection with any and all past defaults under the indentures (the Proposed Waivers ). The amendments would eliminate substantially all of the restrictive covenants and many of the events of default in such indentures for the Notes (the Proposed Amendments ). Holders who validly tender their Notes will be deemed by such tender to have delivered a consent (each a Consent ) and waiver pursuant to the Consent Solicitation. The Notes are listed on the Singapore Exchange Securities Trading Limited (the SGX-ST ). The following table summarizes the material pricing terms of the Tender Offer and Consent Solicitation per US$1,000 principal amount of the respective Notes and per each Warrant validly tendered: Early Consent Date Early Outstanding 5:00 p.m., New York Participation Tender Offer Amount Title of Security City Time Consideration Consideration CUSIP No. Notes: 04519DAA5 / US$450,000,000 G0536XAA AA5/ US$475,070, G00064AA AC1/ US$252,459, G00064AB4 Warrants: / G % Senior Notes due % Senior PIK Notes due % Senior PIK Notes due ,706,987 Warrants to Purchase 1,706,987 Ordinary Shares Total Consideration Tuesday, March 10, 2009 US$50 US$225 US$275 Tuesday, March 10, 2009 US$50 US$85 US$135 Tuesday, March 10, 2009 US$50 US$85 US$135 Tuesday, March 10, 2009

2 We encourage holders of the Notes and the Warrants to tender early. We have obtained an indication of general support from a PRC municipal government to assist us with obtaining adequate financing for the Tender Offer and Consent Solicitation and for our operations. We intend to use such financing, in part, to fund the Tender Offer Consideration and will be unable to fund the Tender Offer Consideration if we fail to receive such financing. The availability of such financing depends, in significant part, on the valid tender (not validly withdrawn) by holders of not less than 90.0% in aggregate principal amount of the AAH Notes and 100.0% in aggregate principal amount of the PIK Notes on or prior to the Early Consent Date and the effectiveness of the Proposed Waivers. In the event we do not achieve such results, we may be forced to terminate the Tender Offer and Consent Solicitation. Upon the terms and subject to the conditions set forth in this Offer to Purchase: if you validly tender your Notes and Warrants on or prior to 5:00 p.m., New York City time, on Tuesday, March 10, 2009 (the Early Consent Date ) and such Notes and Warrants are accepted for purchase, you will receive for each US$1,000 of Notes tendered, the Total Consideration set forth above with respect to the applicable series of Notes tendered; and if you validly tender your Notes and Warrants after the Early Consent Date but on or prior to 5:00 p.m., New York City time, on Monday, May 18, 2009 (the Expiration Date ), and such Notes and Warrants are accepted for purchase, you will receive for each US$1,000 of Notes tendered, only the Tender Offer Consideration set forth above with respect to the applicable series of Notes tendered which is equal to the Total Consideration set forth above with respect to the applicable series of Notes tendered minus the Early Participation Consideration set forth above with respect to the applicable series of Notes tendered. Holders who validly tender their Notes in the Tender Offer and Consent Solicitation will not receive any accrued and unpaid interest. Each holder who validly tenders its PIK Notes and Warrants in the Tender Offer and Consent Solicitation will not receive any additional consideration for the Warrants other than the Total Consideration or Tender Offer Consideration, as applicable, payable for the PIK Notes validly tendered by it. The Total Consideration or Tender Offer Consideration, as applicable, payable for validly tendered PIK Notes will be deemed as the total consideration payable to the tendering holder in the Tender Offer and Consent Solicitation for both the PIK Notes and Warrants validly tendered by it. The Early Participation Consideration payable to each holder tendering Notes and (in the case of a holder of PIK Notes) Warrants pursuant to the Tender Offer and Consent Solicitation on or prior to 5:00 p.m., New York City time, on the Early Consent Date will be promptly paid on Tuesday, March 31, 2009 (the First Payment Date ). The Tender Offer Consideration payable to each holder tendering Notes and (in the case of a holder of PIK Notes) Warrants pursuant to the Tender Offer and Consent Solicitation will be paid on Tuesday, May 26, 2009, which date is five business days following the Expiration Date (the Final Payment Date, and together with the First Payment Date, the Payment Date ). Our obligation to accept for purchase and to pay the Total Consideration or the Tender Offer Consideration, as applicable, for Notes and Warrants validly tendered is conditioned upon, among other things, the valid tender (not validly withdrawn) and delivery of Consents by holders of not less than 90.0% in aggregate principal amount of the AAH Notes and 100.0% in aggregate principal amount of the PIK Notes, and the valid tender (not validly withdrawn) of all of the outstanding Warrants. We reserve the right, in our sole discretion, to waive any one or more of the conditions to the Tender Offer and Consent Solicitation at any time prior to the Final Payment Date, including lowering the minimum amounts of Notes and Warrants required to be tendered in order to complete this Tender Offer and Consent Solicitation if, by the Final Payment Date, we have not received the tender of Notes and Warrants and delivery of Consents by holders of Notes and Warrants sufficient to satisfy the minimum amounts as set forth herein. By tendering its Notes and Warrants, each holder who has been paid the Early Participation Consideration is deemed to agree to sell to AAH or AAI, as the case may be, all of the tendered Warrants and the Deemed Purchased Notes (as defined below), in the event that the Tender Offer Consideration is not paid on the Final Payment Date or the Tender Offer and Consent Solicitation is withdrawn or terminated after the First Payment Date. In the event of a termination of the Tender Offer and Consent Solicitation, the Notes tendered pursuant to the Tender Offer will be promptly returned to the tendering holders, provided that the related Consents will remain effective and provided further that holders of the Notes who received the Early Participation Consideration will have a reduced amount of Notes returned to them, such reduction calculated by reference to the ratio of the Early Participation Consideration to the Total Consideration in this Offer to Purchase, which constitutes a reduction of approximately 18.2% in the case of the AAH Notes, and a reduction of approximately 37.0% in the case of the PIK Notes (such amounts referred to as the Deemed Purchased Notes ), however, no Warrants tendered with the PIK Notes will be returned. See The Tender Offer and Consent Solicitation Acceptance For Purchase; Payment for Notes and Warrants for a hypothetical example showing the principal amount of Notes that a holder, by tendering its Notes and Warrants and after receiving the Early Participation Consideration, will be deemed to have agreed to sell and the consideration that it will have received in the event the Tender Offer Consideration is not paid on the Final Payment Date. See Risk Factors beginning on page 36 of this Offer to Purchase for a discussion of the risks that should be considered by you at or prior to tendering Notes or Warrants, as the case may be. February 16, 2009

3 TABLE OF CONTENTS Important Information... v Certain Definitions, Conventions and Currency Presentation... vii Significant Dates and Times... ix Forward-Looking Statements... xii Enforcement of Civil Liabilities... xiii Glossary of Technical Terms... xiv Summary... 1 The Tender Offer and Consent Solicitation Risk Factors Exchange Rate Information Capitalization Selected Consolidated Financial Data Management s Discussion and Analysis of Financial Condition and Results of Operations Corporate Structure The Restructuring Business Management Principal Shareholders Related Party Transactions Description of Other Material Indebtedness Certain Bermuda Tax Considerations Certain United States Federal Income Tax Considerations Information Agent and Tender Agent Fees and Expenses Independent Accountants Index to Consolidated Financial Statements...F-1 Appendix A: Text of the AAH Indenture to be Eliminated or Amended by the AAH Proposed Amendments... A-1 Appendix B: Text of the AAI Indenture to be Eliminated or Amended by the AAI Proposed Amendments... B-1 Holders of the Notes and Warrants who validly tender their Notes and Warrants and deliver Consents pursuant to the Tender Offer and Consent Solicitation on or prior to 5:00 p.m., New York City time, on the Early Consent Date will be eligible to receive the Total Consideration (which includes an early participation consideration (the Early Participation Consideration )) as indicated on the cover page of this Offer to Purchase. Holders of the Notes and Warrants who validly tender their Notes and Warrants, as the case may be, after 5:00 p.m., New York City time, on the Early Consent Date and on or prior to 5:00 p.m., New York City time, on the Expiration Date will be eligible to receive only the Tender Offer Consideration (which does not include the Early Participation Consideration) as indicated on the cover page of this Offer to Purchase. The Early Participation Consideration payable to each holder tendering Notes and (in the case of a holder of PIK Notes) Warrants pursuant to the Tender Offer and Consent Solicitation on or prior to 5:00 p.m., New York City time, on the Early Consent Date will be promptly paid on the First Payment Date. The Tender Offer Consideration payable to each holder tendering Notes and (in the case of a holder of PIK Notes) Warrants pursuant to this Tender Offer and Consent Solicitation will be paid on the Final Payment Date. In each case, holders who validly tender their Notes in the Tender Offer and Consent Solicitation will not receive any accrued and unpaid interest. No tenders of Notes or Warrants will be valid if submitted after 5:00 p.m., New York City time, on the Expiration Date. In connection with the Tender Offer, we are also soliciting Consents for (i) a one-time waiver (the AAH Proposed Waivers ) of certain provisions of, and certain proposed amendments (the AAH Proposed Amendments ) to, the indenture governing the Notes dated as of December 23, 2004, as amended and supplemented (the AAH Indenture ) and (ii) a one-time waiver (the AAI Proposed Waivers and together with the AAH Proposed Waivers, the Proposed Waivers ) of certain provisions of, and certain proposed amendments (the AAI Proposed Amendments and together with the AAH Proposed Amendments, the Proposed Amendments ) to the indenture governing the PIK Notes dated as of May 25, 2006, as amended and supplemented (the AAI Indenture, together with the AAH Indenture, the i

4 Indentures ). The AAH Proposed Waivers and the AAH Proposed Amendments are referred to together as the AAH Proposed Waivers and Amendments; the AAI Proposed Waivers and AAI Proposed Amendments are referred to together as the AAI Proposed Waivers and Amendments. The Proposed Waivers to which we are seeking your Consent would enable us to incur indebtedness in the PRC, and to grant liens over certain of our assets in connection with such indebtedness, to fund a substantial portion of the Total Consideration and to provide working capital. In addition, the Proposed Waivers will release and waive any and all claims each holder may have arising from or in connection with any and all past defaults under the Indentures as described more fully below. The Proposed Amendments to which we are seeking your Consent would eliminate or make less restrictive substantially all of the restrictive covenants, the reporting requirements and certain events of default and related provisions in the Indentures. Holders of a majority in principal amount of the applicable series of the outstanding Notes must consent to the Proposed Waivers and the Proposed Amendments for them to become effective. Any Notes owned by us or by any person directly or indirectly controlling or controlled by or under common control with us shall be disregarded in determining whether the holders of the required principal amount of Notes have delivered Consents in connection with the Proposed Waivers and the Proposed Amendments. Promptly following the valid tender (not validly withdrawn) and the delivery of Consents by holders of not less than a majority in aggregate principal amount of both the AAH Notes and the PIK Notes, we and the respective trustees of the AAH Notes and PIK Notes, Citibank, N.A. (the AAH Notes Trustee ) and The Bank of New York Mellon (the PIK Notes Trustee and together with the AAH Notes Trustee, the Trustees ) intend to execute the amended and restated indenture for AAH Notes (the AAH Amended and Restated Indenture ) and the amended and restated indenture for the PIK Notes (the AAI Amended and Restated Indenture and together with the AAH Amended and Restated Indenture, the Amended and Restated Indentures ) embodying the Proposed Amendments as described in Appendices A and B to this Offer to Purchase. The Amended and Restated Indentures will become effective upon execution by us and the Trustees, but will provide that the Proposed Amendments will not become operative until the time that we notify the Trustees and the tender and consent agent for the Notes, Lucid Issuer Services (the Tender Agent ), that either: (i) the Notes tendered pursuant to the Tender Offer are accepted for purchase at the Final Payment Date; or (ii) the Tender Offer and Consent Solicitation has been withdrawn or terminated after payment of the Early Participation Consideration. If the Tender Offer and Consent Solicitation is terminated or withdrawn prior to payment of the Early Participation Consideration, in whole or in part, or the Notes are not accepted for purchase, for any reason, the Indentures will remain in effect in their present form and the Amended and Restated Indentures will not become operative. By tendering its Notes and Warrants, each holder who has been paid the Early Participation Consideration is deemed to agree to sell to AAH or AAI, as the case may be, all of the tendered Warrants and the Deemed Purchased Notes, in the event that the Tender Offer Consideration is not paid on the Final Payment Date or the Tender Offer and Consent Solicitation is withdrawn or terminated after the First Payment Date. In the event of a termination of the Tender Offer and Consent Solicitation, the Notes tendered pursuant to the Tender Offer will be promptly returned to the tendering holders, provided that the related Consents will remain effective and provided further that holders of the Notes who received the Early Participation Consideration will have a reduced amount of Notes returned to them, such reduction calculated by reference to the ratio of the Early Participation Consideration to the Total Consideration in this Offer to Purchase, which constitutes a reduction of approximately 18.2% in the case of the AAH Notes, and a reduction of approximately 37.0% in the case of the PIK Notes (such amounts referred to as the Deemed Purchased Notes ), however, no Warrants tendered with the PIK Notes will be returned. Amounts of any Deemed Purchased Notes so calculated may be rounded down as required to accommodate clearance through DTC ATOP. See The Tender Offer and Consent Solicitation Acceptance For Purchase; Payment for Notes and Warrants for a hypothetical example showing the principal amount of Notes that a holder, by tendering its Notes and Warrants and after receiving the Early ii

5 Participation Consideration, will be deemed to have agreed to sell and the consideration that it will have received in the event the Tender Offer Consideration is not paid on the Final Payment Date. Following the valid tender of Notes and Warrants, such Notes and Warrants may no longer be validly withdrawn and the related Consents may not be revoked, unless we reduce the amount of the Early Participation Consideration, the Tender Offer Consideration or the Total Consideration, as applicable, or we are otherwise required by law to permit withdrawal. Notwithstanding any other provision of the Tender Offer and Consent Solicitation, our obligation to accept for purchase and to pay the Total Consideration or the Tender Offer Consideration, as applicable, for Notes and Warrants validly tendered is subject to, and conditioned upon, the satisfaction of, or, where applicable, our waiver of, the following: the valid tender (not validly withdrawn) and the delivery of Consents by holders of not less than 90.0% in aggregate principal amount of the AAH Notes and 100.0% in aggregate principal amount of the PIK Notes, and the valid tender (not validly withdrawn) of all of the outstanding Warrants (the Requisite Consents ); and the satisfaction of the General Conditions and Other Conditions (each as defined below in The Tender Offer and Consent Solicitation Conditions to the Tender Offer and Consent Solicitation ). We reserve the right, in our sole discretion, to waive any one or more of the conditions to the Tender Offer and Consent Solicitation at any time on or prior to the Final Payment Date, including lowering the minimum amounts of Notes or Warrants required to be tendered in order to complete this Tender Offer and Consent Solicitation if, by the Final Payment Date, we have not received the tender of Notes and Warrants and delivery of Consents by holders of Notes and Warrants sufficient to satisfy the minimum amounts as set forth herein. See The Tender Offer and Consent Solicitation Conditions to the Tender Offer and Consent Solicitation. Upon the terms and subject to the conditions set forth in this Offer to Purchase, the Early Participation Consideration or the Tender Offer Consideration, as applicable, to which a tendering holder of Notes or Warrants is entitled to receive pursuant to the Tender Offer and Consent Solicitation will be paid on the applicable Payment Date. No dealer manager has been or will be appointed in connection with the Tender Offer and Consent Solicitation. PacBridge Capital Partners (HK) Limited is acting as the financial advisory agent for AAH and AAI in connection with the Tender Offer and Consent Solicitation (the Financial Advisory Agent ). Any questions or requests for assistance concerning the terms of the Tender Offer and Consent Solicitation may be directed to AAH or AAI as set forth on the back cover of this Offer to Purchase. Request for additional copies of this Offer to Purchase or other offer materials should be directed to Lucid Issuer Services (the Information Agent ) as set forth on the back cover of this Offer to Purchase. Beneficial owners may also contact their brokers, dealers, commercial banks, trust companies or other nominee for assistance concerning the Tender Offer and Consent Solicitation. Any holder of the Notes or Warrants or beneficial owner that has questions concerning tender procedures should contact the Tender Agent as set forth on the back cover of this Offer to Purchase. NONE OF AAI, AAH, THEIR RESPECTIVE DIRECTORS AND OFFICERS, THE FINANCIAL ADVISORY AGENT, THE TRUSTEES, THE TENDER AGENT OR THE INFORMATION AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES MAKES ANY RECOMMENDATION TO ANY HOLDER OF THE NOTES OR WARRANTS WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH HOLDER S NOTES OR WARRANTS, AND NONE OF iii

6 THEM HAS AUTHORIZED ANY PERSON TO MAKE ANY SUCH A RECOMMENDATION. YOU ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THIS OFFER TO PURCHASE, CONSULT YOUR OWN INVESTMENT, LEGAL AND TAX ADVISORS AND MAKE YOUR OWN DECISION REGARDING WHETHER TO TENDER THE NOTES AND WARRANTS, AND, IF YOU DECIDE TO TENDER NOTES AND WARRANTS, THE PRINCIPAL AMOUNT OF NOTES AND THE NUMBER OF WARRANTS TO TENDER. There are no guaranteed delivery provisions provided in conjunction with the Tender Offer and Consent Solicitation under the terms of this Offer to Purchase or any other offer materials. Holders must tender their Notes and Warrants in a timely manner and in accordance with the procedures set forth under The Tender Offer and Consent Solicitation Procedure for Tendering Notes and Warrants and Delivering Consents. The Tender Offer and Consent Solicitation is not being made to (nor will the tender of Notes or Warrants and delivery of Consents for payment be accepted from or on behalf of) holders of the Notes and Warrants in any jurisdiction where the making or acceptance of the Tender Offer and Consent Solicitation would not comply with the laws of such jurisdiction. If we become aware of any jurisdiction in which the making of the Tender Offer and Consent Solicitation or the tender of Notes or Warrants would not be in compliance with applicable laws, we may or may not, in our sole discretion, make an effort to comply with any such law. If, after such effort, if any, we cannot comply with any such law, the Tender Offer and Consent Solicitation will not be made to the holder of the Notes and Warrants, as the case may be, residing in such jurisdiction. Neither this Offer to Purchase nor any related document has been filed with the United States Securities and Exchange Commission, nor has any such document been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of this Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary. The Tender Offer and Consent Solicitation is not being made in the Republic of Italy. The Offer to Purchase has not been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Holders of the Notes and Warrants are hereby notified that, to the extent such holders of the Notes or Warrants are Italian residents or persons located in the Republic of Italy, the Tender Offer and Consent Solicitation is not available to them and they may not tender Notes or Warrants or deliver Consents in the Tender Offer and Consent Solicitation. Any acceptance received from such persons shall be ineffective and void, and neither the Tender Offer and Consent Solicitation made by this Offer to Purchase nor any other offering material relating to the Tender Offer and Consent Solicitation or the Notes or Warrants may be distributed or made available in the Republic of Italy. To ascertain whether a person is located in the Republic of Italy, the applicable laws and regulations governing tender offers in the Republic of Italy shall apply. From time to time after the Expiration Date or termination of the Tender Offer and Consent Solicitation, we may acquire Notes and Warrants that remain outstanding, if any, whether or not the Tender Offer and Consent Solicitation is consummated, through open market purchases, privately negotiated transactions or otherwise, upon such terms and at such prices as we may determine, which may be more or less than the price to be paid pursuant to the Tender Offer and Consent Solicitation and could be for cash or other consideration, or we may decide to redeem or defease the Notes in accordance with the Indentures or repurchase the Warrants pursuant to the warrant agreement. We cannot assure you as to which, if any, of these alternatives (or combinations thereof) we may pursue. iv

7 IMPORTANT INFORMATION THIS OFFER TO PURCHASE CONTAINS IMPORTANT INFORMATION THAT YOU SHOULD READ CAREFULLY BEFORE YOU MAKE ANY DECISION WITH RESPECT TO THE TENDER OF NOTES AND WARRANTS AND DELIVERY OF CONSENTS PURSUANT TO THE TENDER OFFER AND CONSENT SOLICITATION. Any holder of the Notes that wishes to tender Notes and deliver Consents and any holder of the Warrants that wishes to tender Warrants, should, in the case of a holder that holds Notes or Warrants in book-entry form, follow the procedures set forth under The Tender Offer and Consent Solicitation Procedure for Tendering Notes and Warrants and Delivering Consents. Only a direct participant in The Depository Trust Company ( DTC ), Euroclear Bank S.A./N.V. ( Euroclear ) or Clearstream Banking, société anonyme ( Clearstream, Luxembourg ) may submit an Agent s Message or Electronic Acceptance Instruction to DTC, Euroclear or Clearstream, Luxembourg, as the case may be. A beneficial owner whose Notes or Warrants are held by a broker, dealer, commercial bank, trust company or other nominee must contact such nominee if such beneficial owner wishes to tender its Notes and deliver its Consents or tender its Warrants, with respect to Notes or Warrants, as the case may be, so held. The Tender Offer is eligible for the Automated Tender Offer Program ( ATOP ) of DTC. Accordingly, DTC participants may electronically deliver their Consents and tender their Notes or Warrants, as the case may be, by causing DTC to deliver their Consents or transfer their Notes or Warrants, as the case may be, in accordance with DTC s ATOP procedures. DTC will then notify the Information Agent. Holders of the Notes and Warrants desiring to tender their Notes or Warrants, as the case may be, and deliver their Consents, on or prior to 5:00 p.m., on the Early Consent Date or the Expiration Date, as the case may be, should note that such holders must allow sufficient time for completion of the ATOP procedures during normal business hours of DTC on such date. See The Tender Offer and Consent Solicitation Procedure for Tendering Notes and Warrants and Delivering Consents. A beneficial owner who holds Notes or Warrants through Euroclear or Clearstream, Luxembourg and wishes to tender its Notes and deliver its Consent or to tender its Warrants must arrange for a direct participant in Euroclear or Clearstream, Luxembourg to deliver a valid electronic acceptance instruction (an Electronic Acceptance Instruction ), which includes the proper Note and Warrant Instructions (as defined below), to Euroclear or Clearstream, Luxembourg such that DTC receives the instruction on or prior to the Early Consent Date or the Expiration Date, as applicable. A beneficial owner who holds Notes or Warrants in physical form and wishes to tender its Notes and deliver its Consent or to tender its Warrants must properly complete and validly execute documents required by the Tender Agent and such documents and certificates for tendered Notes and Warrants and delivery of Consents must be received by the Tender Agent at its address as set forth on the back cover of this Offer to Purchase on or prior to the Early Consent Date or the Expiration Date, as the case may be. If you hold Notes or Warrants in physical form, you should contact the Tender Agent promptly to ensure adequate time to complete such procedures. See The Tender Offer and Consent Solicitation Procedure for Tendering Notes and Warrants and Delivering Consents. Tendering holders of the Notes or Warrants, as the case maybe, will not be obligated to pay brokerage fees or commissions to the Financial Advisory Agent, the Tender Agent, the Information Agent, the Trustees or us. If Notes or Warrants are held by a custodian or nominee, you should check with such custodian or nominee to check whether they will charge a fee in connection with any tender of Notes or Warrants and delivery of Consents. We will pay all transfer taxes, if any, with respect to the Notes and Warrants, subject to the instructions provided by the relevant clearing systems. However, if Notes for principal amounts not accepted for tender or Warrants for any numbers not accepted for tender are to be v

8 delivered to, or are to be registered or issued in the name of, any person other than the holder, or if tendered Notes or Warrants are to be registered in the name of any person other than the person electronically transmitting acceptance through ATOP, or if a transfer tax is imposed for any reason other than the purchase of Notes and Warrants pursuant to the Tender Offer and Consent Solicitation, then the amount of any such transfer tax (whether imposed on the holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such tax or exemption therefrom is not submitted by the tendering holders, then the amount of such transfer tax will be deducted from the Total Consideration or Tender Offer Consideration, as applicable, otherwise payable to such tendering holder. Any remaining amount will be billed directly to such tendering holder. None of the Financial Advisory Agent, the Tender Agent, the Information Agent nor the Trustees have separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Financial Advisory Agent, the Tender Agent, the Information Agent or either Trustee as to the accuracy, adequacy, reasonableness or completeness of the information contained in this Offer to Purchase or any other information provided by us in connection with the purchase of the Notes and Warrants or the solicitation of the Consents. The Tender Offer and Consent Solicitation does not constitute an offer to purchase or the solicitation of an offer to sell securities in any circumstances or in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities or state blue sky laws or otherwise. The delivery of this Offer to Purchase shall not under any circumstances create any implication that the information contained herein is correct as of any time subsequent to the date hereof or that there has been no change in the information set forth herein or in our affairs since the date hereof. Notwithstanding anything to the contrary contained herein, a holder of the Notes or Warrants or beneficial owner of Notes or Warrants (and each employee, representative, or other agent of a holder of the Notes or Warrants or beneficial owner of Notes or Warrants) may disclose to any and all persons, without limitation of any kind, the U.S. federal and state tax treatment and U.S. federal and state tax structure of the transactions described in this Offer to Purchase and all materials of any kind that are provided to the holder of the Notes or Warrants or beneficial owner of Notes or Warrants relating to such tax treatment and tax structure (as such terms are defined in Treasury Regulation section ). This authorization of tax disclosure is retroactively effective to the commencement of discussions with holder of the Notes or Warrants and beneficial owners of the Notes or Warrants regarding the transactions contemplated herein. vi

9 CERTAIN DEFINITIONS, CONVENTIONS AND CURRENCY PRESENTATION We have prepared this Offer to Purchase using a number of conventions, which you should consider when reading the information contained herein. When we use the terms we, us, our and words of similar import, we are referring to AA Investments Company Limited, Asia Aluminum Holdings Limited and their respective consolidated subsidiaries, as the context requires. References to AAI are to AA Investments Company Limited itself or to AA Investments Company Limited and its consolidated subsidiaries, as the context requires. References to AAH are to Asia Aluminum Holdings Limited itself or to Asia Aluminum Holdings Limited and its consolidated subsidiaries, as the context requires. All references in this Offer to Purchase to U.S. dollars and US$ are to United States dollars; all references to Hong Kong dollars and HK$ are to Hong Kong dollars; all references to RMB and Renminbi are to Renminbi, the official currency of the People s Republic of China. Solely for the convenience of the reader, this Offer to Purchase contains translations of certain Hong Kong dollar and Renminbi amounts into U.S. dollars. All such Hong Kong dollar translations have been made at the rate of HK$ to US$1.00, the noon buying rate for U.S. dollars in The City of New York for cable transfers in Hong Kong dollars as certified for customs purposes by the Federal Reserve Bank of New York on December 31, All such Renminbi translations have been made at the rate of RMB to US$1.00, the noon buying rate for U.S. dollars in The City of New York for cable transfers in Renminbi as certified for customs purposes by the Federal Reserve Bank of New York on December 31, See Exchange Rate Information. No representation is made that the Hong Kong dollar or Renminbi amounts stated herein could have been, or could be, converted into U.S. dollars at such rates or at any other rate. In this Offer to Purchase, the calculation of capacity and production capacity for aluminum extrusion and aluminum rolled products is based upon several internal assumptions and estimates, and should not be relied upon as a precise measure of the actual manufacturing tonnage produced during any particular historical period or as an accurate predictor of the actual manufacturing tonnage that will be produced in any future period. When estimating our production capacity, we consider a number of factors, including the number and tonnage of aluminum extrusion presses (in the case of extrusion capacity), the number and tonnage of mill stands, and whether such stands have been configured as continuous rolling stands (in the case of rolled products), available handling systems, die complexity and rotation as well as plant layout and design. Our management then applies such factors and benchmarks our manufacturing facilities against the actual manufacturing output achieved by comparable producers in North America and Europe to determine our production capacity. Actual production by machines may differ materially from production capacity as a result of the products provided, variations in product mix and other factors. Disposal Group means Guangdong Asia Aluminum Factory Co. Limited, Kar Yip Holdings Limited and its subsidiary Foshan Nanhua Aluminum Company Limited, and Huge Spot Holdings Limited and its subsidiary Foshan Nanhai Hongjia Aluminum Company Limited, which are classified as subsidiaries held for sale in the consolidated financial statements of AAH and AAI as of and for the year ended June 30, We intend to complete the sale of the Disposal Group before June 30, Assets of these subsidiaries and liabilities directly associated with such assets classified as held for sale were recorded separately on the consolidated balance sheets of AAH and AAI as of June 30, 2008 and in the consolidated balance sheet data as of December 31, 2008 of AAH and AAI included in this Offer to Purchase. However, in accordance with applicable accounting standards, we continued to present the income statement and cash flow items for such period on a consolidated basis. For reporting periods prior to the year ended June 30, 2008, including the years ended June 30, 2006 and 2007, the results of operations, assets and liabilities as well as cashflows attributable to the Disposal Group were consolidated in the consolidated financial statements of AAH and AAI. As such, our financial position for the periods vii

10 presented in this Offer to Purchase are not directly comparable due to the change in balance sheet presentation of the Disposal Group as of June 30, Our restructuring means the Tender Offer and Consent Solicitation and our other initiatives to restructure our balance sheet in an attempt to strengthen our overall capital and working capital position. See The Restructuring. ORIX Share Exchange means Mr. Kwong s transfer of 14.0% of AAI s equity that he currently owns to OK Spring Roll, an entity owned by a three-member consortium led by ORIX, in consideration for OK Spring Roll transferring its existing 25.01% equity interest in AAG to AAH following the completion of the Tender Offer and Consent Solicitation. Following the completion of such ORIX Share Exchange, the option granted to OK Spring Roll to exchange its entire interest in AAG with newly issued shares of AAI (the ORIX Swap Option ) and the put option granted to OK Spring Roll to sell to AAH the same number of shares of AAG that OK Spring Roll acquired in May 2007 (the ORIX Put Option ) are expected to be cancelled. References to the PRC and China do not include the Hong Kong Special Administrative Region, or Hong Kong, the Macau Special Administrative Region, or Taiwan. PRC government means the central government of the PRC, including all political subdivisions (including provincial, municipal and other regional or local governmental entities) and instrumentalities thereof. PBOC means the People s Bank of China, the central bank of the PRC. SAFE means the State Administration of Foreign Exchange of the PRC. Wholly foreign owned enterprise or WFOE means an enterprise established in China in accordance with the relevant PRC laws, with capital provided solely by foreign investors. Such enterprises do not include branches and offices established in China by foreign enterprises and other economic entities. Totals presented in this Offer to Purchase may not total correctly due to rounding of numbers. viii

11 SIGNIFICANT DATES AND TIMES Holders of the Notes and Warrants should take note of the following key dates and times in connection with the Tender Offer and Consent Solicitation: Date Calendar Date Event Early Consent Date 5:00 p.m., New York City time, Tuesday, March 10, 2009, which date is 15 business days following the date of this Offer to Purchase unless extended by us. The deadline for holders of the Notes and Warrants to tender Notes and Warrants, as the case may be, and deliver Consents in order to qualify for the payment of the Total Consideration, which includes the Early Participation Consideration. First Payment Date Tuesday, March 31, 2009, which date is 30 business days following the date of this Offer to Purchase. ix The Early Participation Consideration payable to each holder tendering Notes and (in the case of a holder of PIK Notes) Warrants pursuant to the Tender Offer and Consent Solicitation will be paid on the First Payment Date. For payments for Notes and Warrants held through DTC or Euroclear or Clearstream, Luxembourg, we will deposit with DTC the amount of cash necessary to pay the Early Participation Consideration to each holder of such Notes and Warrants whose Notes and (in the case of a holder of PIK Notes) Warrants were validly tendered on or prior to 5:00 p.m., New York City time, on the Early Consent Date. DTC will pay each such holder in the manner described in The Tender Offer and Consent Solicitation Acceptance for Purchase; Payment for Notes and Warrants. For payment for Notes and Warrants held in physical form, we will pay the Early Participation Consideration to each holder of such Notes and Warrants whose Notes and (in the case of a holder of PIK Notes) Warrants were validly tendered on or prior to 5:00 p.m., New York City time, on the Early Consent Date, to the account designated by such holder in duly

12 Expiration Date Date Calendar Date Event 5:00 p.m., New York City time, Monday, May 18, 2009, which date is approximately three months following the date of this Offer to Purchase, unless extended by us. Final Payment Date On or before Tuesday, May 26, 2009, which date is five business days following the Expiration Date. x executed instructions to the Tender Agent by such holder. The deadline for holders of the Notes and Warrants to tender Notes and Warrants and deliver Consents in order to qualify for the Tender Offer Consideration. We will accept all Notes and Warrants validly tendered on or prior to 5:00 p.m., New York City time, on the Expiration Date. We will notify the Tender Agent that such tendered Notes and Warrants are accepted for purchase and payment and that the Tender Offer Consideration will be payable on the Final Payment Date. The Tender Offer Consideration payable to each holder tendering Notes and (in the case of a holder of PIK Notes) Warrants pursuant to this Tender Offer and Consent Solicitation will be paid on the Final Payment Date. For payments for Notes and Warrants held through DTC or Euroclear or Clearstream, Luxembourg, we will deposit with DTC the amount of cash necessary to pay the Tender Offer Consideration to each holder of such Notes and Warrants whose Notes and (in the case of a holder of PIK Notes) Warrants (x) were validly tendered on or prior to the Expiration Date and (y) are accepted for payment. DTC will pay each such holder of the Notes and Warrants in the manner described in The Tender Offer and Consent Solicitation Acceptance for Purchase; Payment for Notes and Warrants. For payment for Notes and Warrants held in physical form, we will pay the Tender Offer Consideration to each holder of

13 Date Calendar Date Event such Notes and Warrants whose Notes and (in the case of a holder of PIK Notes) Warrants were validly tendered on or prior to 5:00 p.m., New York City time, on the Expiration Date, to the account from which such holder tendered such Notes and Warrants. We retain the right to extend the Early Consent Date, the Expiration Date, the First Payment Date and the Final Payment Date. We also reserve the right to extend the Tender Offer and Consent Solicitation, if necessary, in our sole discretion, so that the Expiration Date occurs upon or shortly after the satisfaction of the conditions to the Tender Offer and Consent Solicitation. Subject to applicable securities laws, we reserve the right, in our sole discretion: (i) to waive any and all conditions to the Tender Offer and Consent Solicitation; (ii) to extend or to terminate the Tender Offer and Consent Solicitation; or (iii) to otherwise amend the Tender Offer and Consent Solicitation in any respect. By tendering its Notes and Warrants, each holder who has been paid the Early Participation Consideration is deemed to agree to sell to AAH or AAI, as the case may be, all of the tendered Warrants and the Deemed Purchased Notes, in the event that the Tender Offer Consideration is not paid on the Final Payment Date or the Tender Offer and Consent Solicitation is withdrawn or terminated after the First Payment Date. In the event that the Tender Offer and Consent Solicitation is withdrawn or otherwise not completed, (i) the Total Consideration or Tender Offer Consideration, as applicable, will not be paid or become payable to holders of the Notes and Warrants who have validly tendered their Notes or Warrants, as the case may be, and delivered Consents in connection with the Tender Offer and Consent Solicitation, (ii) the Indentures will remain in effect in their present form and the Amended and Restated Indentures will not become operative, provided, however, that in the event Consents have been received from holders of a majority in aggregate principal amount of either the AAH Notes or the PIK Notes and the Early Participation Consideration has been paid, the AAH Amended and Restated Indenture or the AAI Amended and Restated Indenture, or both Amended and Restated Indentures, as the case may be, will become operative and (iii) Notes tendered in the Tender Offer will be promptly returned to tendering holders, provided that holders of the Notes who received the Early Participation Consideration will have a reduced amount of Notes returned to them, such reduction calculated by reference to the ratio of the Early Participation Consideration to the Total Consideration in this Offer to Purchase, which constitutes a reduction of approximately 18.2% in the case of the AAH Notes, and a reduction of approximately 37.0% in the case of the PIK Notes (such amounts referred to as the Deemed Purchased Notes ), however, no Warrants tendered with the PIK Notes will be returned. Amounts of any Deemed Purchased Notes so calculated may be rounded down as required to accommodate clearance through DTC ATOP. See The Tender Offer and Consent Solicitation Acceptance For Purchase; Payment for Notes and Warrants. xi

14 FORWARD-LOOKING STATEMENTS This Offer to Purchase contains forward-looking statements that involve risks and uncertainties. Our actual results, performance or achievements may differ materially from those discussed in such forwardlooking statements. The risks and uncertainties referred to above include, but are not limited to: the competitive markets for the provision of aluminum products; general political and economic conditions, including those related to the PRC; cost and availability of financing; our ability to meet debt and other obligations when due; cost, fluctuations in the price and availability of raw materials, including aluminum and other metals, and electricity; expansion, consolidation or other trends in the aluminum industry; possible disruptions to commercial activities owing to nature and human-induced disasters, including terrorist activities and armed conflict; our ability to expand and manage our aluminum extrusion manufacturing facilities; the completion and commencement of commercial production of our new aluminum rolled products manufacturing facility; regulations and restrictions, including tariffs and environmental regulations, particularly those regulations related to our manufacturing operations in the PRC; governmental approval processes; and other operating risks and factors referenced in this Offer to Purchase. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as anticipate, estimate, expect, project, intend, plan, believe, will, may, should, and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide oral or written forward-looking statements in other materials we release to the public. Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed under Risk Factors and elsewhere in this Offer to Purchase. We caution you not to place undue reliance on these forward-looking statements which reflect our management s view only as of the date of this Offer to Purchase. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Offer to Purchase might not occur. xii