Solvay has informed the French market authority (AMF) of its decision to implement a squeeze-out procedure for the shares and the bonds convertible into and/or exchangeable for newly issued or existing shares (OCEANEs) of Rhodia not tendered to the offer in consideration for an indemnity in cash.
In accordance with the intentions stated in its offer document and its press release dated 31 August 2011, Solvay has informed the French market authority (AMF) of its decision to implement a squeeze-out procedure for the shares and the bonds convertible into and/or exchangeable for newly issued or existing shares (OCEANEs) of Rhodia not tendered to the offer in consideration for an indemnity in cash of:
– EUR 31.60 per share corresponding to the price per share paid into the offer; and
– EUR 52,35 per OCEANE corresponding to the price per OCEANE paid in the offer, i.e., EUR 52.32, increased by an amount equal to 2.35% of the price per OCEANE (coupon included), calculated prorata temporis for the period from the settlement of the offer to the date of the squeeze-out.
Accordingly, the AMF has published today a notice relating to the date of implementation of the squeeze-out, i.e. 16 September 2011.
The amount of the indemnification for the shares and the OCEANEs subject to the squeeze-out will be paid on 16 September 2011 and will be transferred on a dedicated technical cash account opened for that purpose in the books of BNP Paribas Securities Services, in charge of the indemnification process within the squeeze-out.
At the time of the closure of the affiliates’ accounts by Euroclear France, the financial intermediaries will require from BNP Paribas Securities Services an indemnification for the shares and the OCEANEs registered in their books which have not been tendered to the offer, and will thus credit the accounts of the holders of Rhodia shares and OCEANEs for the amount of the indemnification due to them.
The amounts corresponding to the indemnification for Rhodia shares and Rhodia OCEANEs, which will not have been requested by the financial intermediaries on behalf of the beneficiaries, will be kept by BNP Paribas Securities Services for a period of 10 years as from 16 September 2011 and will be transferred to the Caisse des dépôts et consignations following the expiry of such period. Such amounts could be claimed at any time by their beneficiaries, subject to the thirty-year prescription in favor of the French State.
The Rhodia shares and the Rhodia OCEANEs will be delisted on 16 September 2011, date on which the squeeze-out will be implemented.
The French and English versions of the Solvay prospectus, including the terms for submitting Rhodia shares to the Offer, the French and English versions of Rhodia’s memorandum in response as well as the legal, financial and accounting disclosures for Solvay and Rhodia can be viewed on the dedicated pages of the websites of Solvay (www.solvay.com/OPARhodia) and Rhodia (www.rhodia.com) respectively.