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Solvay S.A. - Liability Management - General Update

Solvay announces exercise of issuer call option on the €300 million Perp-NC5.25 hybrid bonds issued by Solvay SA (as part of Solvay's liability management process)


20 OCTOBER 2023


Full announcement including disclaimers and offer restrictions available via Sources: Luxse and Globenewswire: Solvay S.A.


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"Brussels, October 20, 2023, 8.00am CEST - Solvay SA (“Solvay” or the “Company”) announced today that it will redeem its €300 million Undated Deeply Subordinated Fixed to Reset Rate Perp-NC5.25 Bonds (ISIN: BE6309987400) on December 4, 2023 as per its issuer general call option. This perpetual deeply subordinated bond, bearing an annual interest rate of 4.25%, is treated as equity under IFRS rules. The redemption notice is available on the Luxembourg Stock Exchange (https://www.luxse.com/security/BE6309987400/274063).

Today's announcement forms part of Solvay’s liability management process in preparation of Solvay’s planned separation into two independent, investment-grade rated listed companies, Specialty Holdco Belgium (expected to be renamed “Syensqo”) and EssentialCo (which will keep the Solvay name), that is intended to take place by means of a partial demerger of Solvay under Belgian law in December 2023."


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€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”)

06 SEPTEMBER 2023


Full announcement including disclaimers and offer restrictions available via Luxse


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"Following the completion and settlement of the tender offer (the “Offer”) announced by the Issuer on 4 August 2023, more than 90 per cent. of the of the aggregate principal amount of the Bonds initially issued are to be purchased by Solvay Finance (the “Issuer”) on 8 September 2023.


As such, the Issuer today hereby gives notice to holders of the outstanding Bonds which will not be purchased pursuant to the Offer (the “Remaining Bonds”) of the exercise of its aforementioned clean up call option (the “Issuer Clean Up Call Option”)."


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SOLVAY FINANCE ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER AND ITS INTENTION TO EXERCISE THE CLEAN UP CALL

05 SEPTEMBER 2023


Full announcement including disclaimers and offer restrictions available via Luxse


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"Following the Expiration Deadline, the Offeror today annoucnes (i) that it is waiving the Implementation Condition and (ii) that it will acccept all validly tendered Bonds pursuant to the Offer for purchase in cash in an aggregate principal amount of €452,613,000.


The final results of the Offer are as follows:"

  1. The Total Early Purchase Price illustrates teh sum of hte Purchase Price and the Early Tender Fee. Following the Offeror's announcement on 23 August 2023, the Early Tender Fee (together with the Purchase Price and the applicable Accrued Interes Payment) will be payable for all Bonds validly tendered pursuant to the Offer at or prior to 5.00 p.m. (CEST) on 5 September 2023.


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SOLVAY SA - LIABILITY MANAGEMENT UPDATE

05 SEPTEMBER 2023


Full announcement including disclaimers and offer restrictions available via Luxse


Solvay SA: liability management update


● Consents on 2025 and 2027 Bonds Successful

● Tender on 2024 Hybrid Bonds Successful

● 2029 Bonds to be Redeemed, Trade under Review, No Bondholder Meeting


Please see announcement via the stock exchange.

 

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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