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Solvay Finance- Tender Offer - Extension

SOLVAY FINANCE ANNOUNCES EXTENSION OF THE EARLY TENDER DEADLINE IN RESPECT OF THE TENDER OFFER TO PURCHASE UNDATED DEEPLY SUBORDINATED NC8.5 BONDS FOR CASH

23 AUGUST 2023


Full announcement including disclaimers and offer restrictions available via Luxse


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"Extension of Early Tender Deadline


Pursuant to (and on the terms set out in) the Tender Offer Memorandum, the Offeror may at its option and in its sole and absolute discretion amend the Early Tender Deadline for the Offer.


In order to provide Holders with further time to submit valid Tender Instructions to the Tender and Information Agent that would (subject to the conditions described in the Tender Offer Memorandum) result in such Holders being eligible to receive the Early Tender Fee, notice is hereby given by the Offeror that, with immediate effect, the Early Tender Deadline shall be amended from 5.00 p.m. (CEST) on 22 August 2023 to 5.00 p.m. (CEST) on 5 September 2023 (being the same time and date as the Expiration Deadline). Accordingly, all references to the Early Tender Deadline in the Tender Offer Memorandum shall be to 5.00 p.m. (CEST) on 5 September 2023.


In order to be eligible to receive the Early Tender Fee pursuant to the Offer, Holders must validly tender their Bonds for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender and Information Agent by 5.00 p.m. (CEST) on 5 September 2023 and not subsequently revoke such Tender Instruction in the circumstances in which such revocation is permitted.


Those Holders who have already validly submitted their Tender Instructions to the Tender and Information Agent do not need to take any further action.


All other terms and conditions of the Offer remain unchanged and are as set out in the Tender Offer Memorandum. The Offeror, however, reserves the right to, at its option and in its sole discretion, make further changes to the terms of the Offer, in accordance with the terms of the Tender Offer Memorandum."


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SOLVAY FINANCE ANNOUNCES TENDER OFFER TO PURCHASE

04 AUGUST 2023


Full announcement including disclaimers and offer restrictions available via Luxse


Solvay Finance (the "Offeror") has today launched an invitation to holders of its outstanding €500,000,000 Undated Deeply Subordinated Fixed to Reset Rate Perp-NC8.5 Bonds irrevocably guaranteed on a subordinated basis by Solvay SA (ISIN: XS1323897725) (the "Bonds") to tender any and all of such Bonds for purchase by the Offeror for cash subject to the satisfaction (or waiver) of the Implementation Condition (as defined below) (such invitation, the “Offer”). The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 4 August 2023 (the "Tender Offer Memorandum") and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

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Summary of the Offer



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Rationale


Solvay SA intends to separate the legal entities, assets and liabilities of the Solvay group into two independent publicly traded companies, being:


(i) (“EssentialCo”), comprising the mono-technology businesses in Solvay SA’s Chemicals segment, including Soda Ash, Peroxides, Silica and Coatis, and Special Chem (the “Essential Businesses”); and


(ii) (“SpecialtyCo”), comprising Solvay SA’s Materials segment, including its Specialty Polymers and Composite Materials business, its four growth platforms and the majority of Solvay SA’s Solutions segment, including Novecare, Technology Solutions, Aroma Performance and Oil & Gas Solutions (the “Specialty Businesses”).


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