Solvay SA: liability management update
05 September 2023 - 5:35AM
Solvay SA: liability management update
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION
THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN
THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 (“MAR”).
Solvay SA: liability management update
- Consents on 2025 and 2027 Bonds
Successful
- Tender on 2024 Hybrid Bonds
Successful
- 2029 Bonds to be Redeemed, Trade
under Review, No Bondholder Meeting
Brussels, 4 September 2023 at 9.00pm CEST – As
part of the consent solicitation announced on 4 August 2023 in
relation to Solvay SA (“Solvay” or the “Company”)’s €600,000,000
0.500 per cent. Fixed Rate Bonds due 6 September 2029 (ISIN:
BE6315847804) (the “2029 Bonds”), Solvay has become aware that
votes cast in favor of the consent representing less than 3% of the
total nominal amount may not have been validly exercised. At this
stage, Solvay is not in a position to confirm that the required 75%
majority has been reached in respect of the consent solicitation
for the 2029 Bonds. Solvay is also currently investigating
internally the circumstances of a trade between third parties on
such 2029 Bonds. In this context, the meeting of the holders of the
2029 Bonds scheduled for 5 September 2023 at the offices of Solvay
will not take place.
Solvay intends to exercise its issuer make-whole
call under the 2029 Bonds Terms & Conditions. The
redemption of the 2029 Bonds will be funded with bank facilities
that Solvay has in place. The additional funding cost for the
anticipated long-term refinancing of the 2029 Bonds is estimated at
approximately €20 million per year (after tax). The
redemption notice will be delivered, announcing the relevant
redemption date, as soon as practicable in accordance with these
Terms & Conditions. As a result, the Company has decided
to terminate the consent solicitation in respect of the 2029
Bonds.
These developments relate solely to the 2029
Bonds and do not affect the consent solicitation exercises launched
by Solvay 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) (the “2025 Bonds”) and
its €500,000,000 2.750 per cent. Fixed Rate Bonds due 2 December
2027 (ISIN: BE6282460615) (the “2027 Bonds”). The
bondholders’ meetings for the 2025 Bonds and the 2027 Bonds will be
held on 5 September 2023 at the offices of Solvay at Rue de
Ransbeek, 310 1120 Brussels, Belgium, as described in the Consent
Solicitation Memorandum dated 4 August 2023.
Likewise, the tender offer relating to the
€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 S.A. and irrevocably
guaranteed on a subordinated basis by Solvay (the “Tender Offer”)
is entirely unaffected by the ongoing developments in respect of
the 2029 Bonds.
Based on voting instructions and tenders
received to date, Solvay expects the Tender Offer and the consent
solicitation in respect of the 2025 Bonds and the 2027 Bonds to be
successful. The results will be published on 5 September
2023. Solvay intends to waive the Implementation Condition in
respect of the Tender Offer and consent solicitations relating to
the 2025 Bonds and the 2027 Bonds and will announce confirmation of
this alongside the results announcements for such exercises.
Lastly, Solvay will now focus its efforts on the
exchange offers and consent solicitations in the U.S., expected to
be launched in the coming days. Solvay continues to prepare its
separation into two strong, investment-grade rated companies later
this year.
Solvay will inform the market of any
developments if and when required, in accordance with applicable
laws and regulations.
Important legal information
Nothing in this announcement constitutes or
contemplates an offer of, an offer to purchase or the solicitation
of an offer to sell any security in any jurisdiction.
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,
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.
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES
TO PERSONS OTHER THAN “U.S. PERSONS” (AS DEFINED IN REGULATION S OF
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”)).
- 20230904_LM communication PR_EN
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