Solvay SA announces bond liability management transactions
Solvay SA announces bond liability management
transactions
Brussels, August 4, 2023 at 8 am CEST – Solvay
SA (“Solvay” or the “Company”) announced today that it has launched
consent solicitation exercises (the “Consent Solicitations”)
in relation to its
€500,000,000 Undated Deeply Subordinated
Fixed to Reset Rate Perp-NC5.5 Bonds with first call
date on 2 December 2025 (ISIN: BE6324000858),€500,000,000
2.750 per cent. Fixed Rate Bonds due 2 December 2027 (ISIN:
BE6282460615), and€600,000,000 0.500 per cent. Fixed Rate
Bonds due 6 September 2029 (ISIN: BE6315847804)(together the
“Bonds”)
in connection with the planned separation of
Solvay into two independent publicly traded companies and industry
leaders, Specialty Holdco Belgium (“SpecialtyCo”, expected to be
renamed “Syensqo”) and EssentialCo (which will keep the Solvay
name), that is intended to take place by means of a partial
demerger of Solvay under Belgian Law (the “Partial
Demerger”).
The completion of the separation of Solvay will
be subject to a number of customary closing conditions, including
(among others) the final approval by Solvay’s Board of Directors,
as well as its shareholders at an extraordinary general meeting. As
part of the separation, Solvay is offering the holders of certain
of its outstanding debt securities the opportunity to transfer
their securities to SpecialtyCo (preliminary ratings: Baa1/BBB+),
the stronger rated of the two entities post separation.
The purpose of the Consent Solicitations is to
invite eligible holders of the Bonds to consider and, if thought
fit, approve (i) the substitution of SpecialtyCo in place of Solvay
in respect of each series of the Bonds and (ii), in respect of
certain series of the Bonds, certain modifications to the
conditions of the Bonds, all as further described in the Consent
Solicitation Memorandum dated 4 August 2023. The Bondholders’
meetings will be held on 5 September 2023 at the offices of Solvay
at Rue de Ransbeek, 310 1120 Brussels, Belgium. The convening
notice to the Bondholders’ meetings is available at
https://www.solvay.com/en/investors/creating-two-strong-industry-leaders.
In addition, holders of the outstanding
€500,000,000 Undated Deeply Subordinated Fixed to Reset Rate
Bonds with first optional redemption date of 3 June 2024 (ISIN:
XS1323897725) issued by Solvay Finance and irrevocably guaranteed
on a subordinated basis by Solvay are invited to tender
any-and-all of their holdings for cash, subject to the conditions
described in the Tender Offer Memorandum dated 4 August 2023 (the
“Tender Offer”).
Lastly, exchange offers and consent
solicitations in relation to the U.S.$800,000,000 4.450% Senior
Notes due 2025 issued by Solvay Finance (America), LLC (CUSIPs:
834423 AB1 (144A) / U8344P AB5 (Reg S)) and U.S.$250,000,000
3.95% Senior Notes due 2025 issued by Cytec Industries Inc. (CUSIP:
232820 AK6) are expected to be launched in early September
2023.
Further details on the Consent Solicitations and
the Tender Offer are included in the Consent Solicitation
Memorandum and the separate Tender Offer Memorandum, which are both
available from the Information and Tabulation Agent (D.F. King
Ltd.: https://www.dfkingltd.com/solvay).
Relevant Bonds
EUR Consent solicitations
ISIN |
Description |
Outstanding Amount |
BE6324000858 |
€500,000,000 Undated Deeply Subordinated Fixed to Reset Rate Bonds
with First Call Date on 2 December 2025 |
€ 500,000,000 |
BE6282460615 |
€500,000,000 2.750 per cent. Fixed Rate Bonds due 2 December
2027 |
€ 500,000,000 |
BE6315847804 |
€600,000,000 0.500 per cent. Fixed Rate Bonds due 6 September
2029 |
€ 600,000,000 |
EUR Tender Offer
ISIN |
Description |
Outstanding Amount |
XS1323897725 |
€500,000,000 5.869% Undated Deeply Subordinated Fixed to Reset Rate
Bonds with First Optional Redemption Date on 3 June 2024 |
€ 500,000,000 |
Disclaimer
The contemplated separation of Solvay is subject
to general market conditions and customary closing conditions,
including final approval by the Board of Directors of Solvay SA
(the “Company”), consent of certain financing providers and
shareholder approval at an extraordinary general meeting, and is
expected to be completed in December 2023. There can be no
assurance, however, regarding the ultimate timing of the separation
or that the separation will actually be completed. The Company will
keep the market informed if and when appropriate.
This press release is for informational purposes
only and is not intended to, and does not, constitute an offer or
invitation to sell or solicitation of an offer to subscribe for or
buy, or an invitation to purchase or subscribe for, any securities
of the Company or Specialty Holdco Belgium SRL (“SpecialtyCo”), any
part of the business or assets described herein, or any other
interests or the solicitation of any vote or approval in any
jurisdiction in connection with the transactions described herein
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
This press release should not be construed in any manner as a
recommendation to any reader thereof.
This press release is not a prospectus or other
offering document for the purposes of Regulation (EU) 2017/1129 of
June 14, 2017 (as amended, the “Prospectus Regulation”).
The distribution of this press release may be
restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein
comes, should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
This press release is directed solely to persons
in the United Kingdom who (i) have professional experience in
matters relating to investments, such persons falling within the
definition of “investment professionals” in Article 19(5) of the
FSMA (Financial Promotion) Order 2005, as amended (the “Financial
Promotion Order”) or (ii) are persons falling within Article
49(2)(a) to (d) of the Financial Promotion Order or other persons
to whom it may lawfully be communicated or caused to be
communicated, (all such persons together being referred to as
“relevant persons”). This press release is directed only to
relevant persons and must not be acted on or relied on by persons
who are not relevant persons.
The securities referred to in this announcement
have not been and will not be registered under the US Securities
Act of 1933 (the “Securities Act”) and may not be offered or sold
in the United States absent registration or an applicable exemption
from the registration requirements of the Securities Act. The
Tender Offer and the Consent Solicitations are not being made, and
will not be made, directly or indirectly in or into, or by use of
the mail of, or by any means or instrumentality of interstate or
foreign commerce of, or of any facilities of a national securities
exchange of, the United States. This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. Accordingly,
copies of this announcement and any other documents or materials
relating to the Tender Offer or the Consent Solicitations are not
being, and must not be, directly or indirectly mailed or otherwise
transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the
United States or to any person located or resident in the United
States and the securities in relation to the Tender Offer cannot be
tendered by any such use, means, instrumentality or facility or
from within the United States or by any person located or resident
in the United States.
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