95.02% new Solvay shares subscribed through rights offering in the context of the Cytec acquisition
Brussels, December 16, 2015, 18:30 --- Solvay announces today that 95.02% of the 21,175,283 new shares it offered as part of its € 1.5 billion rights issue, have been subscribed at € 70.83 per share with preference rights. This rights issue was launched to complete the financing of the Cytec acquisition, which closed on December 9.
The new shares were offered with preference rights for existing shareholders at a ratio of 1 new share for 4 rights.
As of the closing of Euronext Brussels and Paris on December 3, Solvay’s existing shareholders as well as persons having acquired rights from December 4 until December 15 had the right to subscribe, during the period, for the new shares at the subscription price and ratio and subject to restrictions under applicable securities laws.
The 4,215,836 rights which were not exercised at the end of the above-mentioned rights subscription period have been converted into an equal number of scrips.
Purchasers of scrips will have the obligation to subscribe for new shares corresponding to the number of scrips acquired by them in accordance with the ratio.
The scrips placement is expected to start today, December 16, 2015. The underwriters have agreed to subscribe for any new shares not taken up in the rights issue, subject to the terms and conditions of an underwriting agreement.
The net proceeds (if any) of the scrips placement will be divided proportionally between all holders of rights that have not been exercised during the rights subscription period, unless the net proceeds of scrips placement divided by the number of unexercised rights is less than € 0.01, in which case such net proceeds will be transferred to Solvay.
The results of the scrips placement and the amount (if any) of the net proceeds thereof due to holders of unexercised rights are expected to be announced on or around December 17, 2015. The payment for subscription with rights and scrips is expected to take place on or around December 21, 2015. Delivery of the new shares will take place on or around December 21, 2015. The payment of the net proceeds, if any, from the scrips placement, is expected to occur on or around December 21, 2015.
A prospectus has been approved by the Belgian Financial Services and Markets Authority on December 2, 2015.
Additional information, subject to applicable legal restrictions, is available at: http://www.solvay.com/en/investors/cytec-acquisition-financing/index.html.
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These written materials do not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in the United States or any other jurisdiction. The securities referred to herein have not been, and will not be, registered under the Securities Act of 1933, as amended, and may not be offered, exercised or sold in the United States absent registration or an applicable exemption from registration requirements. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The issue, exercise or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. Solvay assumes no responsibility in the event there is a violation by any person of such restrictions.
The information contained herein shall not constitute or form part of an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein, in any jurisdiction in which such offer, solicitation or sale would be unlawful. A prospectus for purposes of Directive 2003/71/EC, as amended (together with any applicable implementing measures in any Member State, the “Prospectus Directive”) has been approved by the Belgian Financial Services and Markets Authority on December 2, 2015 and is available as set out in this press release. Investing in the new shares and the scrips and trading in the rights involves certain risks. Prospective investors should read the prospectus and in particular should see “Risk Factors” in the prospectus for a discussion of certain factors that should be carefully considered before investing in the rights, scrips or new shares. The distribution of this press release may be restricted by law or regulation in certain countries. Accordingly, persons who come into possession of this press release should inform themselves of and observe such restrictions.
Solvay has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Belgium and France. With respect to each Member State of the European Economic Area other than Belgium and France and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in Article 2(1)(e) of the Prospectus Directive; or (b) in any other circumstances which do not require the publication by Solvay of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this paragraph, the expression an “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) in the United Kingdom, persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or who are high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this communication relates will only be available to and will only be engaged in with, relevant persons. Any person who is not a relevant person must not act or rely on this document or any of its contents.
An international chemical and advanced materials company, Solvay assists its customers in innovating, developing and delivering high-value, sustainable products and solutions which consume less energy and reduce CO2 emissions, optimize the use of resources and improve the quality of life. Solvay serves diversified global end markets, including automotive and aerospace, consumer goods and healthcare, energy and environment, electricity and electronics, building and construction as well as industrial applications. Solvay is headquartered in Brussels with about 30,000 employees spread across 53 countries. It generated pro forma net sales of close to € 12 billion in 2014, with 90% made from activities where it ranks among the world’s top 3 players. Solvay SA (SOLB.BE) is listed on Euronext in Brussels and Paris (Bloomberg: SOLB.BB - Reuters:SOLB.BR).