Solvay Finance announces tender offer to purchase bonds for cash
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.
Solvay Finance announces tender offer to
purchase bonds for cash
Brussels, August 25, 2020 ---
Solvay Finance (the “Offeror”) has today launched an invitation to
holders of its outstanding EUR 500 million undated deeply
subordinated fixed to reset rate perp-NC5.5 bonds which are
irrevocably guaranteed on a subordinated basis by Solvay SA (ISIN:
XS1323897485) (the “Bonds”) to tender any and all of such Bonds for
purchase by the Offeror for cash. The tender offer is subject to
the successful completion of the issue by Solvay SA of a new series
of euro denominated undated deeply subordinated bonds expected to
be priced today, subject to market conditions.
The offer is made to eligible bondholders until
the 1st of September 2020 at 17:00 CET, on the terms and subject to
the conditions further described in the following link at the
Luxembourg exchange.
* * * * *
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 is 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 the Tender Offer Memorandum, this announcement and any
other documents or materials relating to the Offer 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 Bonds cannot be 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 will be 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 will be invalid and will not be
accepted.
Each holder of Bonds participating in the Offer
will represent that it is not located in the United States and is
not participating in the Offer from the United States, or it is
acting on a non-discretionary basis for a principal located outside
the United States that is 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 have been submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant
to Italian laws and regulations. The Offer is being 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 are located in Italy can 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 comply 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 is not being made and such documents and/or
materials have not been 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 are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is 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 be
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 has not
been and will not be 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 or will be notified to, and neither the Tender
Offer Memorandum, this announcement nor any other documents or
materials relating to the Offer have been or will be 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 be 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 is available. The Offer is conducted
exclusively under applicable private placement exemptions. The
Offer may therefore not be advertised and the Offer will not be
extended, and neither the Tender Offer Memorandum, this
announcement nor any other documents or materials relating to the
Offer have been or will be 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 have been 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 be used for
any other purpose nor may it be disclosed to any other person in
Belgium.
- 20200825_Tender offer announcement_EN_FINAL
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