Syensqo announces approval of the prospectus relating to the
listing of Syensqo shares on Euronext Brussels and Euronext Paris
Press release Regulated information
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
(www.syensqo.com/en/investors/spinoff/documents) and Solvay
(www.solvay.com). 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.
Disclaimer
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.
About Syensqo
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
Contacts
Media relations Nathalie van Ypersele+32 478 20 10
62 Perrine Marchal+32 478 32 62 72 Laetitia Schreiber+32
487 74 38 07media.relations@solvay.com |
Investor relations Jodi Allen+1 609 860 4608 Sherief
Bakr+44 7920 575 989 Bisser Alexandrov+33 6 07 63 52
80 Imtiyaz Lokhandwala+1 609 860
3959investor.relations@solvay.com |
Emails and websites remain under the Solvay
domain until separation, except for Syensqo’s website
(www.syensqo.com/en/investors/spinoff).
- 20231115 Syensqo_Supplement Registration_EN
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