Printmgr File

SOLVAY FINANCE (a société anonyme incorporated in France) Euro 500,000,000 Undated Deeply Subordinated Fixed to Reset Rate Perp-NC5.5 Bonds (the “Perp-NC5.5 Bonds”) Euro 500,000,000 Undated Deeply Subordinated Fixed to Reset Rate Perp-NC8.5 Bonds (the “Perp-NC8.5 Bonds”) Irrevocably guaranteed on a subordinated basis by SOLVAY SA (a société anonyme incorporated in Belgium) Issue Price for the Perp-NC5.5 Bonds: 100 per cent. Issue Price for the Perp-NC8.5 Bonds: 100 per cent. This document constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC as amended (the “Prospectus Directive”) and the Luxembourg law of 10 July 2005, as amended by the Luxembourg law of 3 July 2012 implementing the Prospectus Directive (the “Luxembourg Prospectus Law”). This prospectus contains information relating to the issue by Solvay Finance (the “Issuer”) of the Perp-NC5.5 Bonds and the Perp- NC8.5 Bonds (each a “Series”, and together, the “Bonds”) irrevocably guaranteed on a subordinated basis by Solvay SA (the “Guarantor”) and must be read in conjunction with the documents incorporated by reference herein. Together, this prospectus and the information incorporated by reference herein constitute a prospectus (the “Prospectus”) in connection with the issue of the Bonds, prepared for the purposes of Article 5.1 of the Prospectus Directive and Article 8.1 of the Luxembourg Prospectus Law. The net proceeds of the Bonds will be used to finance the proposed acquisition of Cytec Industries Inc. by the Guarantor (the “Acquisition”) and for general corporate purposes of the Group (as defined below). The Bonds will be issued outside the Republic of France. The Perp-NC5.5 Bonds will bear interest (i) at the fixed rate of 5.118 per cent. per annum from (and including) December 2, 2015 (the “Issue Date”) to (but excluding) June 2, 2021, payable annually in arrear on June 2 in each year and (ii) thereafter at a rate equal to the mid swap rate for 5-Year Euro Mid Swaps plus the relevant Margin payable annually. The Perp-NC8.5 Bonds will bear interest (i) at the fixed rate of 5.869 per cent. per annum from (and including) the Issue Date to (but excluding) June 3, 2024, payable annually in arrear on June 3 in each year and (ii) thereafter at a rate equal to the mid swap rate for 5-Year Euro Mid Swaps plus the relevant Margin payable annually. The Prevailing Rate may under certain circumstances be increased in case the Shareholder Approval Requirement is not satisfied or following a Change of Control Call Event (each such term as defined in “Terms and Condition of the Perp-NC5.5 Bonds — Definitions” and “Terms and Conditions of the Perp-NC8.5 Bonds — Definitions”). The Issuer may, at its option, elect not to pay interest in respect of the Bonds, in which case any such interest shall be deferred and constitute “Outstanding Amounts”. Outstanding Amounts will bear interest at the rate of interest then applicable to the Bonds. Outstanding Amounts and interest accrued thereon shall be payable upon the occurrence of an Outstanding Amount Payment Event (as such term is defined in “Terms and Conditions of the Perp-NC5.5 Bonds — Definitions” and “Terms and Conditions of the Perp-NC8.5 Bonds — Definitions”, as applicable) or if the Issuer so decides. The principal and interest on the Bonds constitute direct, unconditional, unsecured and deeply subordinated obligations of the Issuer and rank and will rank pari passu among themselves and pari passu with all other present and future Parity Securities of the Issuer, but shall be subordinated to prêts participatifs granted to the Issuer, to Ordinary Subordinated Obligations and to Unsubordinated Obligations of, or issued by, the Issuer (as all such terms are defined in “Terms and Conditions of the Perp-NC5.5 Bonds — Definitions” and “Terms and Conditions of the Perp-NC8.5 Bonds — Definitions”, as applicable). The Bonds will be guaranteed by the Guarantor (the “Subordinated Guarantee”). The Guarantor’s obligations under the Subordinated Guarantee shall constitute direct, unsecured and subordinated obligations of the Guarantor and shall rank pari passu among themselves and pari passu with all other present and future Parity Securities of the Guarantor but shall be subordinated to the Ordinary Subordinated Obligations and the Unsubordinated Obligations of or issued by the Guarantor. The Bonds may be redeemed (in whole but not in part) on the First Call Date, the Second Reset Date and on any Interest Payment Date thereafter (each as such terms are defined in “Terms and Conditions of the Perp-NC5.5 Bonds — Definitions” and “Terms and Conditions of the Perp-NC8.5 Bonds — Definitions”, as applicable), at the option of the Issuer. The Issuer will also have the right (and in certain circumstances the obligation) to redeem the Bonds (in whole but not in part) for certain tax reasons, upon the liquidation or insolvency of the Issuer, upon an Accounting Event, upon an Acquisition Event, upon a Change of Control Call Event or upon a Rating Methodology Event (each as such terms are defined in “Terms and Conditions of the Perp-NC5.5 Bonds — Definitions” and “Terms and Conditions of the Perp-NC8.5 Bonds — Definitions”). Application has been made to the Commission de Surveillance du Secteur Financier in Luxembourg (the “CSSF”), which is the Luxembourg competent authority for the purpose of the Prospectus Directive and the Luxembourg Prospectus Law for the approval of this Prospectus as a Prospectus for the purposes of Article 5.3 of the Prospectus Directive and the Luxembourg Prospectus Law. The CSSF assumes no responsibility as to the economic and financial soundness of the transaction contemplated by this Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Luxembourg Prospectus Law. Application has been made to the Luxembourg Stock Exchange for the Bonds to be listed and admitted to trading on the Luxembourg Stock Exchange’s Regulated Market and to be listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange’s Regulated Market is a regulated market for the purposes of the Market and Financial Instruments Directive 2004/39/EC (the “Regulated Market”). References in this document to the Luxembourg Stock Exchange (the “Luxembourg Stock Exchange”) and all related references shall include the Regulated Market. The Bonds will be in bearer form and in the denomination of Euro 100,000 each and integral multiples of Euro 1,000 in excess thereof. The Bonds will initially be in the form of a temporary global bond (the “Temporary Global Bond”), without interest coupons, which will be deposited on or around the Issue Date with a common depositary for Euroclear Bank, S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). The Temporary Global Bond will be exchangeable, in whole or in part, for interests in a permanent global bond (the “Permanent Global Bond”), without interest coupons, not earlier than 40 days after the Issue Date upon certification as to non-U.S. beneficial ownership. Interest payments in respect of the Bonds cannot be collected without such certification of non-U.S. beneficial ownership. The Permanent Global Bond will be exchangeable in certain limited circumstances in whole, but not in part, for Bonds in definitive form in the denomination of Euro 100,000 each and with interest coupons attached. So long as the Bonds are represented by a Temporary Global Bond or a Permanent Global Bond and the relevant clearing system(s) so permit, the Bonds will be tradeable only in the minimum authorized denomination of Euro 100,000 and higher integral multiples of Euro 1,000, notwithstanding that no Definitive Bonds will be issued with a denomination above Euro 199,000. See “Overview of Provisions Relating to the Bonds in Global Form”. The Bonds are expected to be assigned a rating of Ba1 (Neg) by Moody’s Investors Service Ltd. (“Moody’s”) and a rating of BBB-(CW Neg) by Standard & Poor’s Credit Market Services Europe Ltd. (“S&P”). Each of Moody’s and S&P is established in the European Union and registered under Regulation (EU) No 1060/2009 (as amended). Moody’s and S&P are displayed on the latest update of the list of registered credit rating agencies on the ESMA website (http://www.esma.europa.eu/page/List-registered-and-certified-CRAs). A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. Prospectus dated November 30, 2015 Structuring Advisors Credit Suisse MORGAN STANLEY Joint Global Coordinators Credit Suisse HSBC MORGAN STANLEY Joint Bookrunners BNP PARIBAS COMMERZBANK Credit Suisse HSBC ING MORGAN STANLEY IMPORTANT INFORMATION This Prospectus has been prepared for the purpose of giving information with regard to the Issuer, the Guarantor and the Bonds which is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position and profit and losses of the Issuer and the Guarantor. This Prospectus is to be read in conjunction with all the documents which are incorporated herein by reference (see “Documents Incorporated by Reference”). The delivery of this Prospectus at any time does not imply that any information contained herein is correct at any time subsequent to the date hereof. The Issuer has confirmed to the Managers named under Section “Subscription and Sale” below (the “Managers”) that this Prospectus and the documents incorporated by reference herein contain all information regarding the Issuer, the Guarantor and the Bonds which is (in the context of the issue of the Bonds) material; such information is true and accurate in all material respects and is not misleading in any material respect; any opinions, predictions or intentions expressed in this Prospectus on the part of the Issuer or the Guarantor are honestly held or made and are not misleading in any material respect; this Prospectus does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in such context) not misleading in any material respect; and all proper enquiries have been made to ascertain and to verify the foregoing.

Load more