NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
Brussels, 2 September 2020 --- Following the closing of the cash tender offer on 1 September 2020, Solvay publishes the final results of the repurchase operation related to the €500 million 5.118% deeply subordinated perpetual hybrid bonds (ISIN: XS1323897485).
Solvay Finance intends to repurchase 91.58% of the outstanding aggregate principal amount for a total amount of €457,877,000.
Following the completion and settlement of the tender offer contemplated on 4 September 2020, more than 90% of the initial aggregate principal amount of the bonds will have been purchased by Solvay Finance. Pursuant to the terms and conditions of the bonds, Solvay Finance will have the option, at any time, to redeem all of the remaining outstanding 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
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This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase or subscribe for, securities (the “Offer”) in any jurisdiction in which, or to any person to or from whom, it is unlawful. The distribution of this announcement in certain jurisdictions may be restricted by law.
The Offer has not been 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 the Tender Offer Memorandum, this announcement and any other documents or materials relating to the Offer were not, 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 Bonds were not tendered in the Offer 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. Any purported tender of Bonds in the Offer resulting directly or indirectly from a violation of these restrictions were invalid and any purported tender of Bonds made by any person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States were invalid and were not accepted.
Each holder of Bonds participating in the Offer has represented that it was not located in the United States and was not participating in the Offer from the United States, or it was acting on a non-discretionary basis for a principal located outside the United States that was not giving an order to participate in the Offer from the United States. For the purposes of this and the above paragraph, “United States” means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
None of the Offer, the Tender Offer Memorandum, this announcement or any other document or materials relating to the Offer were submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offer has been carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Accordingly, Holders or beneficial owners of the Bonds that were located in Italy could tender Bonds for purchase pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB, the Bank of Italy or any other Italian authority. Each intermediary must have complied with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Bonds and/or the Offer.
The communication of the Tender Offer Memorandum, this announcement and any other documents or materials relating to the Offer has not been made and such documents and/or materials were not approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials were not distributed to, and must not have been passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion was only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)) or persons who are existing members or creditors of the Offeror or other persons falling within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be communicated in accordance with the Financial Promotion Order.
The Tender Offer Memorandum, this announcement and any other offering material relating to the Offer may have been distributed in France only to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). Neither the Tender Offer Memorandum, this announcement, nor any other such offering material have been submitted for clearance to, nor approved by the Autorité des Marchés Financiers.
Neither the Tender Offer Memorandum, this announcement nor any other documents or materials relating to the Offer have been notified to, and neither the Tender Offer Memorandum, this announcement nor any other documents or materials relating to the Offer have been approved by, the Belgian Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten/Autorité des Services et Marchés Financiers). The Offer may therefore not have been made in Belgium by way of a public takeover bid (openbaar overnamebod/offre publique d’acquisition) as defined in Article 3 of the Belgian law of 1 April 2007 on public takeover bids, as amended (the “Belgian Takeover Law”), save in those circumstances where a private placement exemption was available. The Offer has been conducted exclusively under applicable private placement exemptions. The Offer may therefore not have been advertised and the Offer was not extended, and neither the Tender Offer Memorandum, this announcement nor any other documents or materials relating to the Offer have been distributed or made available, directly or indirectly, to any person in Belgium other than (i) to qualified investors within the meaning of Article 2 (e) of the Prospectus Regulation and (ii) in any circumstances set out in Article 6, §4 of the Belgian Takeover Law. The Tender Offer Memorandum and this announcement were issued for the personal use of the above-mentioned qualified investors only and exclusively for the purpose of the Offer. Accordingly, the information contained in the Tender Offer Memorandum and this announcement may not have been used for any other purpose nor may it have been disclosed to any other person in Belgium.