Solvay Finance announces the success of its tender offer on perp N.C. June 2021 hybrid bond, repurchasing 91.58% of the nomin...
02 Septembre 2020 - 2:05PM
Solvay Finance announces the success of its tender offer on perp
N.C. June 2021 hybrid bond, repurchasing 91.58% of the nominal
amount
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
* * * * *
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.
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