The following page includes information and documents pertaining to the contemplated separation of Solvay as part of the Power of 2 project and the related admission to trading of Specialty Holdco Belgium SRL (“SpecialtyCo”)’s shares on the regulated markets of Euronext in Brussels and Paris (the “Admission to Trading”). The contemplated separation of Solvay is subject to general market conditions and customary closing conditions, including final approval by the Board of Directors of Solvay SA, consent of certain financing providers and shareholder approval at an extraordinary general meeting, and is expected to be completed in December 2023. There can be no assurance, however, regarding the ultimate timing of the separation or that the separation will actually be completed.
The information and documents available on the following page are for informational purposes only and are not intended to, and do 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 SA or SpecialtyCo, any part of the business or assets described in any of these documents, 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. Neither this information, nor any documents available on the following page should be construed in any manner as a recommendation to any reader thereof.
The allocation of shares of SpecialtyCo to Solvay SA’s shareholders as part of the contemplated partial demerger of Solvay SA is expected to be carried out in circumstances that do not constitute an “offer of securities to the public” within the meaning of Regulation (EU) 2017/1129 of June 14, 2017 (as amended, the “Prospectus Regulation”). In accordance with the Prospectus Regulation, SpecialtyCo has prepared a registration document, which is available on the following page and will become a constituent part of SpecialtyCo’s prospectus for purposes of the Admission to Trading.
The distribution of the information and documents available on the following page may be restricted by law in certain jurisdictions. All persons who wish to access this information and documents should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access such information and documents and observe any such prohibitions or restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. SpecialtyCo assumes no responsibility if there is a violation of applicable laws or regulations by any person.
The information and documents available on the following page are 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”). The information and documents available on the following page are 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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