Solvay sa announces the results of meetings in respect of the NC5.5 hybrid bonds and the 2027 bonds and the results of the tender offer in respect of the NC8.5 hybrid bonds issued by Solvay Finance
06 September 2023 - 7:00AM
Solvay sa announces the results of meetings in respect of the NC5.5
hybrid bonds and the 2027 bonds and the results of the tender offer
in respect of the NC8.5 hybrid bonds issued by Solvay Finance
Solvay sa announces the results of meetings in
respect of the NC5.5 hybrid bonds and the 2027 bonds and the
results of the tender offer in respect of the NC8.5 hybrid bonds
issued by Solvay Finance
Brussels, September 5, 2023 at 10.30pm CEST –
Solvay SA ("Solvay" or the "Company") announces today the results
of the consent solicitation exercises (the "Consent Solicitations")
that it had launched on 4 August 2023 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 "NC5.5 Hybrid
Bonds“), and
- €500,000,000 2.750 per cent.
Fixed Rate Bonds due 2 December 2027 (ISIN: BE6282460615) (the
“2027 Bonds” and, together with the NC5.5 Hybrid Bonds, the
"Bonds"),
in each case, 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").
Solvay Finance also announces today the results
of the invitation launched on 4 August 2023 to holders of its
outstanding €500,000,000 Undated Deeply Subordinated Fixed to Reset
Rate Perp-NC8.5 Bonds irrevocably guaranteed on a subordinated
basis by Solvay (ISIN: XS1323897725) (the “NC8.5 Hybrid Bonds”) to
tender any and all of such NC8.5 Hybrid Bonds for purchase by
Solvay Finance for cash (the “Tender Offer”).
The Consent Solicitations were made on the terms
and subject to the conditions set out in the consent solicitation
memorandum dated 4 August 2023 (the “Consent Solicitation
Memorandum”) and relevant notices of meeting distributed to the
bondholders in the manner specified in the terms and conditions of
such Bonds. The Tender Offer was made on the terms and subject to
the conditions contained in the tender offer memorandum also dated
4 August 2023 (the “Tender Offer Memorandum”).
Solvay and Solvay Finance also announce that
they have decided to waive the Implementation Condition
respectively in respect of the Consent Solicitations for the NC5.5
Hybrid Bonds and the 2027 Bonds and in respect of the Tender
Offer.
Unless a contrary indication appears,
capitalised terms used in this announcement are as set out in the
Consent Solicitation Memorandum or the Tender Offer Memorandum, as
applicable.
Consent Solicitation Result
At the meeting in respect of the NC5.5 Hybrid
Bonds, the necessary quorum was achieved, the Extraordinary
Resolution was passed and the Eligibility Condition was satisfied,
and at the meeting of the holders of the 2027 Bonds, the necessary
quorum was achieved, the Extraordinary Resolution was passed and
the Eligibility Condition was satisfied. The Consent Conditions in
respect of the NC5.5 Hybrid Bonds and in respect of the 2027 Bonds
are therefore satisfied (or waived, as applicable).
ISIN |
Description |
Quorum and Result |
BE6324000858 |
€500,000,000 Undated Deeply Subordinated Fixed to Reset Rate
Perp-NC5.5 Bonds with first call date on 2 December 2025 |
Meeting quorate and Extraordinary Resolution passed |
BE6282460615 |
€500,000,000 2.750 per cent. Fixed Rate Bonds due 2 December
2027 |
Meeting quorate and Extraordinary Resolution passed |
Tender Offer Results
In addition, following the expiration of the
Tender Offer at 5.00 p.m. (CEST) on 5 September 2023, Solvay
Finance will accept all validly tendered NC8.5 Hybrid Bonds
pursuant to the Tender Offer for purchase in cash in an aggregate
principal amount of €452,613,000 (representing approximately 90.52
per cent. in aggregate nominal amount of the outstanding NC8.5
Hybrid Bonds). The expected settlement date for the Tender Offer is
8 September 2023. Following the completion and settlement of the
Tender Offer contemplated on 8 September 2023, more than 90 per
cent. of the initial aggregate principal amount of the NC8.5 Hybrid
Bonds will have been purchased by Solvay Finance. Pursuant to the
terms and conditions of the NC8.5 Hybrid Bonds, Solvay Finance will
have the option, at any time, to redeem all of the remaining
outstanding NC8.5 Hybrid Bonds that were not validly tendered for
purchase pursuant to the Tender Offer at their principal amount
together with any accrued and unpaid interest (including any
deferred interest) up to the redemption date. Solvay Finance
intends to exercise this option as soon as practicable following
the settlement of the Tender Offer.
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.
- 20230905-EU liability management outcome PR_EN
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