Syensqo announces approval of the prospectus relating to the listing of Syensqo shares on Euronext Brussels and Euronext Paris
Brussels, Belgium - November 16, 2023 - 8:30 CET
Today, Syensqo SA/NV ("Syensqo" or the "Company") announced that the Belgian Financial Services and Markets Authority has approved the prospectus relating to the admission to listing and trading of its shares on the regulated markets of Euronext in Brussels and Paris (the "Prospectus"), in connection with the previously announced planned separation of Solvay SA/NV ("Solvay") into two independent listed companies - SOLVAY and SYENSQO - by way of a partial demerger of Solvay.
Subject to approval by Solvay's shareholders at the extraordinary general meeting convened for December 8, 2023, Syensqo expects to become an independent listed company and its shares to commence trading on an 'as-if-and-when-delivered' basis on Euronext Brussels and Euronext Paris under ticker "SYENS" at market open at 9:00 a.m. CET on December 11, 2023.
The Prospectus comprises a registration document, dated June 29, 2023, together with a supplement to the registration document, a securities note and a summary of the prospectus, each dated November 15, 2023. Each constituent document of the Prospectus is available on the websites of Syensqo) and Solvay). The Prospectus will be notified to the French Financial Markets Authority (Autorité des marchés financiers) under the EU passporting regime.
Important legal information
The contemplated separation of Solvay and the Admission are subject to general market conditions and customary closing conditions, including the approval by Solvay's shareholders at an extraordinary general meeting expected to be held on December 8, 2023 (or on a subsequent date to be announced by Solvay and the Company), of the contemplated partial demerger of Solvay (the "Partial Demerger"). The Company will keep the market informed, if and when appropriate, in accordance with applicable laws and regulations.
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") or Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"), and the allocation of shares of Syensqo to Solvay's shareholders as part of the contemplated Partial Demerger is expected to be carried out in circumstances that do not constitute "an offer to the public" within the meaning of the Prospectus Regulation or the UK Prospectus Regulation.
You should read the Prospectus prepared by the Company for purposes of the listing and admission of its shares to trading on the regulated markets of Euronext in Brussels and Paris (the "Admission"). The approval of the Prospectus by the Belgian Financial Services and Markets Authority should not be understood as an endorsement of the shares of the Company to be admitted to trading on the aforementioned regulated markets.
Any potential investor should make their investment solely on the basis of information contained in the Prospectus. Potential investors should read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Company's shares.
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 the Company or Solvay, 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.
The securities of the Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and neither Solvay nor the Company intend to make a public offer of securities in the United States.
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 Financial Services and Markets Act 2000 (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 (iii) other persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) 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.
No representation or warranty or undertaking, express or implied, is made by the Company, Solvay or any of their affiliates, shareholders, directors, advisors, employees and representatives or any other person as to, and no reliance should be placed upon, the fairness, accuracy, completeness or correctness of the press release or the opinions contained therein or any other statement made or purported to be made in connection with the Company or Solvay, for any purpose whatsoever, including but not limited to any investment considerations. No responsibility, obligation or liability whatsoever, whether arising in tort, contract or otherwise, is or will be accepted by the Company, Solvay or any of their affiliates, shareholders, directors, advisors, employees and any respective representatives or any other person for any loss, cost of damage howsoever arising from any use of the press release, or for information or opinions or for any errors, omissions or misstatements contained therein or otherwise arising in connection therewith.
Syensqo is a science company developing groundbreaking solutions that enhance the way we live, work, travel and play. Inspired by the scientific councils which Ernest Solvay initiated in 1911, we bring great minds together to push the limits of science and innovation for the benefit of our customers, with a diverse, global team of more than 13,000 associates.
Our solutions contribute to safer, cleaner, and more sustainable products found in homes, food and consumer goods, planes, cars, batteries, smart devices and health care applications. Our innovation power enables us to deliver on the ambition of a circular economy and explore breakthrough technologies that advance humanity.
Learn more at https://www.syensqo.com/en/investors/spinoff
Nathalie van Ypersele
+32 478 20 10 62
+32 478 32 62 72
+32 487 74 38 07
+1 609 860 4608
+44 7920 575 989
+33 6 07 63 52 80
+1 609 860 3959
Emails and websites remain under the Solvay domain until separation, except for Syensqo's website).
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