Solvay Board sets December 8, 2023 for shareholders to vote on the separation into two independent listed companies
18 Octobre 2023 - 8:00AM
Solvay Board sets December 8, 2023 for shareholders to vote on the
separation into two independent listed companies
Solvay Board sets December 8, 2023 for shareholders to vote on
the separation into two independent listed companies
Brussels, October 18, 2023, 8.00am CEST
The Board of Directors of Solvay SA (“Solvay”)
today decided that the extraordinary shareholders’ meeting to vote
on the proposal to separate Solvay into two independent listed
companies will take place on December 8, 2023. This
represents a key step in the project to create two industry
leaders: Syensqo, a leader in specialty chemicals focused on
above-market growth, innovation and sustainability, and Solvay, a
leader in essential chemicals focused on cash generation,
operational excellence and sustainability.
Nicolas Boël, Chairman of Solvay’s Board of
Directors, said “The Board was pleased to express its unanimous
support for this transaction, which has been well-prepared by
management with compelling strategic, industrial and financial
logic. We look forward to obtaining the support of
shareholders on the 8th of December.”
According to Ilham Kadri, Solvay’s Chief
Executive Officer, “Today’s Board decision is an important
expression of confidence that puts us on the path towards the
realization of a transaction we have been preparing for more than a
year, and that will unlock and accelerate considerable value
creation for Solvay, its shareholders, and other stakeholders in
the coming decade. I am grateful to our teams for their hard work
in reaching this significant milestone and to our business teams
for maintaining our performance momentum, preparing both businesses
for a greater future. The best is yet to come.”
Solvay also announced that it has received
rulings from tax authorities in Belgium and the United States
confirming that, subject to certain conditions, the transaction
will qualify for favorable tax treatment for Solvay and its Belgian
and U.S. shareholders. The rulings will be described in the
prospectus that will be published in mid-November by Syensqo SA
(“Syensqo”) in connection with the future trading of its shares on
the regulated markets of Euronext Brussels and Euronext Paris.
The formal partial demerger proposal adopted by
the Board will be filed in the coming days with the clerk’s office
of the Brussels Enterprise Court, and will be published on Solvay’s
website. The convening notice for the extraordinary
shareholders’ meeting will be published early November 2023, in
accordance with applicable laws.
Important legal information
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 Solvay or Syensqo, 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”), and the
allocation of shares of Syensqo to Solvay’s shareholders as part of
the contemplated partial demerger of Solvay is expected to be
carried out in circumstances that do not constitute an “offer of
securities to the public” within the meaning of the Prospectus
Regulation. Syensqo has prepared a registration document, which
will become a constituent part of Syensqo’s prospectus for purposes
of the admission to trading of Syensqo’s shares on the regulated
markets of Euronext in Brussels and Paris in connection with the
contemplated partial demerger of Solvay. The registration document
is available to investors at no cost on Syensqo’s website
(www.solvay.com/en/investors/creating-two-strong-industry-leaders/syensqo)
and Solvay’s website (www.solvay.com) and at the registered office
of Syensqo, at Rue de la Fusée 98, 1130 Brussels, Belgium. The
approval of the registration document by the FSMA should not be
understood as an endorsement of the shares of Syensqo to be
admitted to trading on the aforementioned regulated markets.
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.
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