Solvay to hold Extraordinary Shareholders’ Meeting to vote on its separation into two independent listed companies
2023年11月7日 - 4:00PM
Solvay to hold Extraordinary Shareholders’ Meeting to vote on its
separation into two independent listed companies
Press releaseRegulated
information
Solvay to hold Extraordinary Shareholders’ Meeting to vote on
its separation into two independent listed companies
Brussels, November 7, 2023, 8.00 am CET
Solvay SA (“Solvay” or the “Company”) today
announced that it has published materials for its Extraordinary
Shareholders’ Meeting (the “Meeting”), which will be held on Friday
December 8, 2023 at rue de la Fusée 98, 1130 Brussels, at 10.30 am
CEST. All documents, including the Chairman’s letter to
Shareholders, relating to this Meeting are now available on
www.solvay.com.
Nicolas Boël, Chairman of Solvay: “Our
shareholders will now have the opportunity to vote and approve the
separation into two independent companies - the new Solvay and
Syensqo - which has been transparently and dutifully delivered on
time by Solvay’s Executive Leadership Team in the form which has
gained the confidence of the market over the past year. This next
exciting chapter of our more than 160-year history promises to
carry on the strong legacy which it leaves behind, and carry
forward two unique stories to benefit the many dedicated
stakeholders who I have personally been in service to as a board
member since 1998.”
The entire Board and the Executive Leadership
Team unanimously recommend Solvay’s shareholders to support all
items coming to a vote at the Meeting. Their support would allow
them to create two leading groups in their respective industries,
which will each have the strategic and financial flexibility to
develop their own business models, markets, investments,
sustainability roadmaps, and pursue respective priorities for their
stakeholders. The Executive Leadership Team has approached the
project as an IPO of Syensqo and a re-birth for Solvay, motivated
by a strong desire to ensure that investors fully understand and
appreciate the strengths of each distinct business and make an
informed investment choice in staying invested in both companies.
Undeniably, these two companies will embark on a new journey and
will aim higher than before.
Solvay shareholders at the time of separation
will receive shares in Syensqo pro rata to their shareholding in
Solvay SA. The shares of each company will be listed on Euronext
Brussels and Euronext Paris.
The two entities’ governance structure, which
was announced on November 3, 2023, will also increasingly aim to
reflect not only the best practices stipulated by the Belgian Code
on Corporate Governance but also international best practices to
reflect our global presence. The respective boards of the new
Solvay and Syensqo have been composed with a majority of
independent members with relevant experience, skills, and diversity
to effectively oversee the two distinct executive management teams
and protect the interests of all stakeholders.
Meeting information:
Only shareholders of Solvay SA who are
officially recorded as of November 24, 2023 at midnight CET
will have the right to participate and vote at the meeting on
December 8, irrespective of the number of shares they hold on the
day of the meeting.
The meeting will be organized in a hybrid
manner, both in person and virtually. Shareholders can participate
physically in the Meeting. Alternatively, they can exercise their
rights either by granting a proxy or by participating and voting
live in a virtual and interactive manner via the Lumi's AGM+
platform (www.lumiconnect.com). Additional details are available in
the convening notice available on www.solvay.com.
Shareholders who wish to participate at the
meeting, either in person or digitally, should declare their
intentions no later than December 2, 2023 at the latest. All
questions can be addressed to ag.solvay@solvay.com no later than
December 2, 2023 at the latest.
Visit the Shareholders’ Meeting
dedicated page for more details regarding the agenda, the
admission conditions and voting methods.
Important legal information
This press release is for informational purposes
only and is not intended to, and does not, constitute an offer or
invitation to sell or solicitation of an offer to subscribe for or
buy, or an invitation to purchase or subscribe for, any securities
of Solvay or Syensqo, any part of the business or assets described
herein, or any other interests or the solicitation of any vote or
approval in any jurisdiction in connection with the transactions
described herein or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. This press release should not be
construed in any manner as a recommendation to any reader
thereof.
This press release is not a prospectus or other
offering document for the purposes of Regulation (EU) 2017/1129 of
June 14, 2017 (as amended, the “Prospectus Regulation”), and the
allocation of shares of Syensqo to Solvay’s shareholders as part of
the contemplated partial demerger of Solvay is expected to be
carried out in circumstances that do not constitute an “offer of
securities to the public” within the meaning of the Prospectus
Regulation. Syensqo has prepared a registration document, which
will become a constituent part of Syensqo’s prospectus for purposes
of the admission to trading of Syensqo’s shares on the regulated
markets of Euronext in Brussels and Paris in connection with the
contemplated partial demerger of Solvay. The registration document
is available to investors at no cost on Syensqo’s website
(www.solvay.com/en/investors/creating-two-strong-industry-leaders/syensqo)
and Solvay’s website (www.solvay.com) and at the registered office
of Syensqo, at Rue de la Fusée 98, 1130 Brussels, Belgium. The
approval of the registration document by the FSMA should not be
understood as an endorsement of the shares of Syensqo to be
admitted to trading on the aforementioned regulated markets.
The distribution of this press release may be
restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein
comes, should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
This press release is directed solely to persons
in the United Kingdom who (i) have professional experience in
matters relating to investments, such persons falling within
the definition of “investment professionals” in Article 19(5) of
the FSMA (Financial Promotion) Order 2005, as amended (the
“Financial Promotion Order”) or (ii) are persons falling within
Article 49(2)(a) to (d) of the Financial Promotion Order or other
persons to whom it may lawfully be communicated or caused to be
communicated, (all such persons together being referred to as
“relevant persons”). This press release is directed only to
relevant persons and must not be acted on or relied on by persons
who are not relevant persons.
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