Solvay to hold Extraordinary Shareholders’ Meeting to vote on its separation into two independent listed companies

 

Press release

Regulated 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 .

 

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 (). Additional details are available in the convening notice available on .

 

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 no later than December 2, 2023 at the latest.

 

Visit the Shareholders’ Meeting dedicated  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 (/en/investors/creating-two-strong-industry-leaders/syensqo) and Solvay’s website () 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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