Regulatory News:
International Flavors and Fragrances (“IFF”) (NYSE: IFF)
(Euronext Paris: IFF) (TASE: IFF) announced today that following a
comprehensive review of the trading volume, costs and
administrative requirements related to its listing on Euronext
Paris, it has decided to request the voluntary delisting of its
shares (the “IFF Shares”) (ISIN US4595061015) from Euronext Paris.
The Board of Euronext has approved this request.
Following the delisting from Euronext Paris, the IFF Shares will
remain listed on the New York Stock Exchange (the “NYSE”), IFF’s
primary listing exchange.
A voluntary sales facility procedure on the NYSE will be
implemented by IFF for the benefit of its shareholders holding
their IFF Shares through Euroclear France (the “Euronext
Shareholders”), in accordance with Euronext rules (the “Sales
Facility”). Accordingly, the Euronext Shareholders will have the
following options:
- decide not to participate in the voluntary sales facility and
keep their IFF Shares, which they will be able to trade on Euronext
Paris through and including the trading day prior to the delisting
date, and thereafter, only on the NYSE; or
- participate in the voluntary sales facility described below and
sell all or part of their IFF Shares on the NYSE.
Euronext Shareholders not
participating
Euronext Shareholders who do not wish to sell their IFF Shares
pursuant to the Sales Facility, or otherwise have taken no action
to tender their IFF Shares in the Sales Facility may only trade
their IFF Shares on the NYSE following the delisting date. Any such
holding and/or trade will be subject to the terms applied by their
financial intermediary who will take the necessary steps to move
their IFF Shares from Euroclear France to the relevant alternative
central system for depositary.
Participating Euronext
Shareholders
Euronext Shareholders who wish to sell their IFF Shares on the
NYSE pursuant to the Sales Facility must request their financial
intermediaries to deliver their IFF Shares from 24th November, 2020
to 8th December, 2020 included, to BNP Paribas Securities Services,
acting as centralizing agent, pursuant to the procedure described
in the applicable Euronext notice expected to be published on 20th
November, 2020.
The IFF Shares delivered to BNP Paribas Securities Services will
be sold on the NYSE starting on Monday,14th December 2020, by a
broker, at market prices prevailing at the time of the sale.
BNP Paribas Securities Services will calculate the average sale
price of the IFF Shares and will be in charge of transferring the
sale proceeds to the participating Euronext Shareholders,
calculated on the basis of the average sale price of the IFF Shares
and converted into euros.
IFF will pay the fees for the centralization and the brokerage
fee related to the sale on the NYSE of the IFF Shares delivered to
BNP Paribas Securities Services and sold pursuant to the Sales
Facility.
Euronext Shareholders are reminded that they may tender their
IFF Shares in the Sales Facility on a voluntary basis.
No assurance can be given by IFF or BNP Paribas Securities
Services as to the price at which the IFF Shares will actually be
sold on the NYSE, the actual average sale price or the applicable
currency exchange rate. This process is being implemented solely as
an option to Euronext Shareholders and participation is not
mandatory. Individual investors may thus determine not to
participate in this process or may decide not to take any action in
which case no assurance may be given as to the terms that will be
applied by their financial intermediary in connection with or after
the delisting. Individual investors are invited to consult their
own investment advisors before making a decision to participate or
not in this process.
The timetable of the Sales Facility and the delisting described
above may be summarized as follows (it being specified that IFF
reserves the right to amend this timetable):
Sales Facility
Beginning of the Sales
Facility
Tuesday 24th November 2020
(Tender period of 10 trading
days)
End of the Sales Facility
Tuesday 8th December 2020
End of the centralization by BNP
Paribas Securities Services
Friday 11th December 2020
Sales on the New York Stock
Exchange of the IFF Shares tendered in the Sales Facility
Starting on Monday 14th December
2020
Proceeds of sale in USD converted
into Euros
Upon receipt of the funds by the
bank
Proceeds of sale distributed to
the beneficiaries (i.e., holders of IFF Shares having participated
in the Sales Facility)
Upon receipt of the funds by the
bank
Delisting
Last day of trading of IFF Shares
on Euronext Paris
Thursday 17th December 2020
Delisting of IFF Shares from
Euronext Paris
Friday 18th December 2020
Euronext Shareholders participating in the Sales Facility
acknowledge and agree to assume the risks associated with changes
in the market price of IFF Shares and currency exchange rates that
may occur between the time IFF Shares are delivered to BNP Paribas
Securities Services and the sale of such IFF Shares on the NYSE as
well as the date of conversion of the price into euros. All tender
instruction of IFF Shares under the Sales Facility are
irrevocable.
IFF Shares will be delisted from Euronext Paris on 18th
December, 2020. IFF Shares will continue to be listed on the NYSE
under the symbol “IFF”.
Shareholders are invited to contact their financial
intermediaries for any additional information.
Welcome to IFF
At IFF (NYSE:IFF) (Euronext Paris: IFF) (TASE: IFF), we’re using
Uncommon Sense to create what the world needs. As a collective of
unconventional thinkers and creators, we put science and artistry
to work to create unique and unexpected scents, tastes, experiences
and ingredients for the products our world craves. Learn more at
iff.com, Twitter , Facebook, Instagram, and LinkedIn.
Important Information
This press release is for information purposes only and does not
constitute or form part of any advertisement, offer, solicitation
or an invitation to make offers, sell, exchange or transfer, or any
solicitation of any offer to subscribe for or purchase, or
advertisement of, any securities, nor shall it (or any part of it)
form the basis of any investment decision, contract or commitment
whatsoever, and is provided for information only. The distribution
of this press release may be restricted by law in certain
jurisdictions, and persons into whose possession this press release
or other information referred to herein come should inform
themselves about and observe any such restriction. Any failure to
comply with these restrictions may constitute a violation of the
laws of any such jurisdiction.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201119006199/en/
Contact: Michael DeVeau Head of Investor Relations and
Communications 212.708.7164 Michael.DeVeau@iff.com