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Brussels, 3 December 2015 --- SOLVAC announces today the launch of a capital increase in cash with rights for a maximum amount of EUR 451,929,248 (the "Offer"). The purpose of the Offer is to provide SOLVAC with the financial means that will enable it to subscribe, in proportion with its shareholding, to the capital increase launched today by SOLVAY for an amount of EUR 1.5 billion to finance, in part, the Cytec acquisition. SOLVAC shall thus maintain its 30.20% interest in SOLVAY. The Board of Directors decided the capital increase on 2 December 2015 as part of the authorised capital.
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The main conditions of the Offer are summarised below:
Ratio: 2 new shares for 5 rights
Issue price: EUR 74 per new share
Subscription period with rights: from 4 December to 15 December 2015 inclusive
Sale of scripts: 18 December 2015
Rights: each shareholder of the Company shall have a preferential right for each share held at the closing of Euronext Brussels on 3 December 2015. The rights shall be detached from the existing shares on 3 December 2015 after the closing of Euronext Brussels. They shall be tradable on this market from 4 December 2015 to 15 December 2015 at 12:00 CET under ISIN code BE0970143468.
All shareholders will receive from SOLVAC an individualised subscription form or forms allowing them to participate in the Offer. Standard forms shall also be available on the sites of: SOLVAC (www.solvac.be), BNP Paribas Fortis (http://www.bnpparibasfortis.be\epargneretplacer, www.bnpparibasfortis.be\sparenenbeleggen) and KBC Securities (http://www.kbcsecurities.be.www.bolero.be\nl\SOLVAC, www.bolero.be\fr\SOLVAC).
Ratio: 5 rights entitle to subscribe to 2 new shares.
Issue price: € 74 per new share.
Subscription period with rights: the holders of rights may subscribe to the new shares from 4 December 2015 to 15 December 2015 at 16:00 CET inclusive, in accordance with the conditions set out in the prospectus.
Auction of scripts: the unexercised rights on 15 December 2015 at 16:00 CET shall be, as required, automatically sold in the form of scripts (ISIN BE0970144474) as part of an auction procedure organised by Euronext Brussels in principle on 18 December 2015 at 14:30 CET. The net proceeds from the sale of scripts, should it take place, after deduction of costs, taxes, outlays and expenditures of all kinds borne by SOLVAC (the "Excess Amount") shall be distributed proportionally between the holders of rights who did not exercise or sell their rights during the subscription period and which shall be in principle paid before 31 December 2015. Should the Excess Amount, divided by the total number of scripts, be less than EUR 0.01, it shall not be distributed but instead transferred to SOLVAC.
Announcement of the results of the Offer: the result of the subscriptions of new shares resulting from the exercise of the rights will be disclosed at the latest on 17 December 2015. The result of the subscriptions of new shares resulting from the exercise of the scripts and any amount due to the holders of unexercised rights will be disclosed at the latest on 21 December 2015.
Payment and delivery of new shares: payment for the subscription of new shares following the exercise of the rights and scripts must take place no later than on 18 December 2015 and 22 December 2015 respectively.
Rights attached to the new shares: the new shares shall be ordinary registered shares bearing the same rights as the existing shares. They shall entitle holders to all dividends or advances on dividends declared after their issuance.
Limitations on holding of SOLVAC shares: the shares may be freely held by i) natural persons and ii) by legal persons or equivalent entities previously authorised by the SOLVAC Board of Directors, in accordance with the conditions set forth under the approved of Association and published on the SOLVAC website.
Listing of the new shares: the request for admission to trading on the regulated market, Euronext Brussels, of the new shares under ISIN code BE0003545531 has been made. Admission shall take place in principle on 22 December 2015.
Prospectus: a prospectus was approved by the Financial Services and Markets Authority on 2 December 2015. Subject to the restrictions set out in the prospectus, it is available in French and in Dutch on the SOLVAC website (www.solvac.be), and on those of BNP Paribas Fortis (http://www.bnpparibasfortis.be\epargneretplacer, www.bnpparibasfortis.be\sparenenbeleggen) and KBC Securities (http://www.kbcsecurities.be.www.bolero.be\nl\SOLVAC, www.bolero.be\fr\SOLVAC) from 3 December 2015. A paper version of the Prospectus may be obtained at the registered office of SOLVAC SA, rue des Champs Elysées 43, 1050 Brussels during office hours from 4 December 2015.
Risks: an investment in new shares involves certain risks. It is recommended that investors carefully read the prospectus, and in particular the section on risk factors contained in Chapter 1 of the prospectus, before deciding whether to participate in the Offer.
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BNP Paribas Fortis acts in its capacity of Sole Global Coordinator and Joint Bookrunner, and KBC Securities acts in its capacity Joint Bookrunner within the framework of the Offer.
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This press release does not constitute an offer to sell, or an offer to subscribe for or purchase securities in the United States. The securities referred to herein have not been and shall not be registered under the United States Securities Act of 1933, as amended, and cannot be offered, exercised or sold in the United States in the absence of registration or an exemption from applicable registration. SOLVAC does not intend to register any part of the offer in the United States or make a public tender offer for securities in the United States.
The issue, exercise or sale of securities within the framework of the offer are subject to specific legal or regulatory restrictions in certain States. SOLVAC shall not be held liable for any violation by anyone with regard to these restrictions.
The information contained herein does not constitute and is not part of an offer to sell or a solicitation of an offer to purchase, and there shall be no sale of the securities to which reference is made herein in the States in which such offer, solicitation or sale may be illegal. The distribution of this document may be restricted by applicable law or regulation in some countries. Consequently, persons coming into possession of this document must be aware of such restrictions and respect them.
SOLVAC does not anticipate authorising the offer of the securities to the public in Member States of the European Economic Area other than Belgium and France. Concerning all Member States of the European Economic Area other than Belgium and France and that transposed the Prospectus Directive (each one a "Relevant Member State"), no measures for making a public securities offering requiring the publication of a prospectus in such Relevant Member State shall be taken, and no such measure has been taken in such a Relevant Member State. Consequently, it is provided that the securities may only be offered in a Relevant Member State (a) to a legal person that is a qualified investor as defined under Article 2(1)(e) of the Prospectus Directive; (b) to fewer than 150 natural or legal persons, other than qualified investors, by the Member State, or (c) under any other circumstances that do not require the publication by SOLVAC of a prospectus in accordance with Article 3 of the Prospectus Directive. For the purposes of this paragraph, the expression "offer of securities to the public" means notification sent in any form and by any means presenting sufficient information on the conditions of the offer and the securities on offer, in such way as to enable an investor to decide to exercise, purchase or subscribe said securities, as such may vary within a Member State, in accordance with the measure transposing the Prospectus Directive in said Member State.
This communication is intended for (i) persons outside of the United Kingdom, or (ii) inside the United Kingdom, persons with professional experience concerning the investments covered by Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion), Order 2005, as amended (the "Order"), or that are "high net worth entities", and other persons for whom it may be legally intended, covered by Article 49(2) of the Order (said persons, collectively, being the "Relevant Persons"). Any investment or any investment activity concerned by this communication shall be solely accessible to, and shall be solely conducted with, Relevant Persons. Any person who is not a Relevant Person cannot act or base himself upon this document or its contents.
