Obligation SOLVAY FINANCIAL S.A. 6.375% ( XS0254808214 ) en EUR

SOLVAY FINANCIAL S.A.

100 % ▼

Belgique

XS0254808214 ( en EUR )

6.375% par an ( paiement annuel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation SOLVAY FINANCE S.A XS0254808214 en EUR 6.375%, échue

1 000 EUR

500 000 000 EUR

Solvay Finance S.A. est la filiale financière du groupe Solvay, gérant les activités de financement, de trésorerie et d'assurance du groupe chimique.

L'instrument financier en question, de type obligation avec le code ISIN XS0254808214, a été émis par Solvay Finance S.A., la filiale financière du groupe Solvay, un acteur majeur et diversifié de l'industrie chimique mondiale dont le siège est en Belgique, reconnu pour ses innovations dans les matériaux avancés, les produits chimiques de spécialité et les solutions durables. Cette émission, libellée en euros (EUR) pour un montant total de 500 millions d'euros, proposait un taux d'intérêt fixe attractif de 6.375% payable annuellement, avec une taille minimale d'achat fixée à 1000 euros. Sa particularité résidait dans sa maturité initialement qualifiée de perpétuelle, impliquant en théorie l'absence de date d'échéance fixe pour le remboursement du principal, ce qui la positionnait souvent comme un instrument hybride aux caractéristiques de dette et d'équité. Cependant, comme c'est fréquemment le cas pour les obligations perpétuelles dotées de clauses de rachat anticipé (call options), l'obligation avec le code ISIN XS0254808214 est effectivement arrivée à son terme et a été remboursée à 100% de son prix nominal sur le marché, clôturant ainsi son cycle de vie en tant qu'instrument de dette dans le portefeuille de Solvay Finance S.A.

Prospectus dated 23 May 2006
SOLVAY FINANCE
(a société anonyme incorporated in France)
Euro 500,000,000 Deeply Subordinated Fixed to Floating Rate Bonds due 2104
Irrevocably guaranteed on a subordinated basis by
SOLVAY SA
(a société anonyme incorporated in Belgium)
Issue Price: 99.316 per cent.
This document constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC (the "Prospectus Directive") and the Luxembourg
law of 10 July 2005 implementing the Prospectus Directive (the "Luxembourg Law"). This prospectus contains information relating to the issue by
Solvay Finance (the "Issuer") of Euro 500,000,000 Deeply Subordinated Fixed to Floating Rate Bonds due 2104 (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 Law.
The Bonds will be issued outside the Republic of France and will bear interest (i) at the fixed rate of 6.375 per cent. per annum from (and
including) 2 June 2006 (the "Issue Date") to (but excluding) 2 June 2016, payable annually in arrear on 2 June in each year and (ii) thereafter at 3-
month EURIBOR plus 3.35 per cent. per annum, payable quarterly in arrear on 2 March, 2 June, 2 September and 2 December in each year.
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 Bonds Definitions") or if the Issuer so decides. In such case, the Guarantor shall initiate the alternative coupon satisfaction
mechanism ("ACSM") by (i) issuing and/or selling, or causing the Issuer to issue and/or sell, ordinary shares up to a maximum amount of 2 per
cent. of the Guarantor's aggregate outstanding issued share capital (such maximum amount shall not apply if the Guarantor exercises the ACSM in
respect of Outstanding Amounts which have been deferred for a period of less than 12 months) and/or (ii) issuing, or causing the Issuer to issue,
certain eligible securities in a maximum aggregate amount of up to 25 per cent. of the aggregate principal amount of the Bonds. If the Guarantor
fails to raise, or cause the Issuer to raise, proceeds under the ACSM which are equal to the Outstanding Amounts and interest accrued thereon the
claims of the Bondholders in respect of the shortfall shall be cancelled and the non-payment by the Issuer of such shortfall shall not constitute a
default.
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
titres participatifs issued by, and 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 Bonds Definitions").
The Bonds will be redeemed on 2 June 2104, provided that the Bonds may be redeemed (in whole but not in part) on 2 June 2016 and on any
Interest Payment Date (as such term is defined in "Terms and Conditions of the Bonds Definitions") thereafter, 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.
Application has been made to the Luxembourg Stock Exchange for the Bonds to be listed and admitted to trading on the market of the Luxembourg
Stock Exchange appearing on the list of regulated markets issued by the European Commission. Application has been made to the Commission de
Surveillance du Secteur Financier (the "CSSF") for approval of this Prospectus. Upon such approval, the CSSF will be requested to provide the
competent authorities in Austria, Belgium, Germany, the United Kingdom and Spain with a certificate of approval attesting that the Prospectus has
been drawn up in accordance with the Luxembourg Law.
The Bonds will be in bearer form and in the denomination of Euro 1,000 each. 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. as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme, Luxembourg
("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 1,000 each and with interest coupons attached. See "Summary of Provisions Relating to the Bonds in Global Form".
The Bonds are expected to be assigned a rating of Baa1 by Moody's Investors Services, Inc. and a rating of BBB+ by Standard & Poor's Ratings
Services. A rating is not a recommendation to buy, sell or hold Bonds and may be subject to revision, suspension, reduction or withdrawal at any
time by the relevant rating agency.
Structuring adviser and Joint Bookrunner

Deutsche Bank

Joint Bookrunners
BNP Paribas
Citigroup
Co-Managers
Fortis
HSBC
Société Générale Corporate &
The Royal Bank of Scotland
Investment Banking

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.
In connection with the issue and sale of the Bonds, no person is authorised to give any information or to make any
representation not contained in this Prospectus, and neither the Issuer, the Guarantor nor any of the Managers (as
defined in "Subscription and Sale" below) accepts responsibility for any information or representation so given that is
not contained in this Prospectus. This Prospectus does not constitute an offer of Bonds, and may not be used for the
purposes of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised,
or to any person to whom it is unlawful to make such offer or solicitation and no action is being taken to permit an
offering of the Bonds or the distribution of this Prospectus in any jurisdiction where any such action is required
except as specified herein.
The distribution of this Prospectus and the offering of the Bonds in certain jurisdictions may be restricted by law.
Persons into whose possession this Prospectus comes are required by the Issuer to inform themselves about, and to
observe, any such restrictions.
The Bonds have not been and will not be registered under the United Securities Act of 1933, as amended (the
"Securities Act") and, subject to certain exceptions, may not be offered or sold within the United States or to, or for
the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")).
A further description of the restrictions on offers and sales of the Bonds in the United States or to, or for the benefit
of, U.S. persons, and in certain other jurisdictions, is set forth below under "Subscription and Sale".
In connection with the issue of the Bonds, Deutsche Bank AG, London Branch will act as Stabilising Manager
(the "Stabilising Manager"). The Stabilising Manager may over-allot Bonds (provided that the aggregate
principal amount of Bonds allotted does not exceed 105 per cent. of the aggregate nominal amount of the
Bonds) or effect transactions with a view to supporting the market price of the Bonds at a level higher than that
which might otherwise prevail. However, there is no assurance that the Stabilising Manager will undertake
stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure
of the final terms of the offer of the Bonds is made and, if begun, may be ended at any time, but it must end no
later than the earlier of 30 days after the issue date of the Bonds and 60 days after the date of the allotment of
the Bonds.

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RESPONSIBILITY STATEMENT
The Issuer and the Guarantor accept responsibility for the information contained in this Prospectus. To the best of the
knowledge and belief of the Issuer and the Guarantor, having taking all reasonable care to ensure that such is the
case, the information contained or incorporated by reference in this Prospectus is in accordance with the facts and
does not omit anything likely to affect the import of such information.
Solvay Finance
12, cours Albert 1er
75008 Paris
France
Duly represented by:
Mr Bernard de Laguiche, Président du Conseil d'administration and Directeur Général
Solvay SA
33, rue du Prince Albert
B-1050 Brussels
Belgium
Duly represented by:
Mr Christian Jourquin, Chairman of the Executive Committee
and
Mr Bernard de Laguiche, Director General for Finances and Member of the Executive Committee

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TABLE OF CONTENTS
RESPONSIBILITY STATEMENT .............................................................................. 3
DOCUMENTS INCORPORATED BY REFERENCE ......................................................... 5
CROSS-REFERENCE LISTS.................................................................................... 6
SUMMARY....................................................................................................... 9
RISK FACTORS .................................................................................................18
TERMS AND CONDITIONS OF THE BONDS...............................................................29
SUMMARY OF PROVISIONS RELATING TO THE BONDS IN GLOBAL FORM .......................47
SUBORDINATED GUARANTEE..............................................................................49
REASONS FOR THE OFFER AND USE OF PROCEEDS ...................................................57
DESCRIPTION OF THE ISSUER ..............................................................................58
DESCRIPTION OF THE GUARANTOR ......................................................................63
TAXATION ......................................................................................................81
SUBSCRIPTION AND SALE...................................................................................84
GENERAL INFORMATION ...................................................................................87
FRENCH TRANSLATION OF THE SUMMARY ............................................................89
GERMAN TRANSLATION OF THE SUMMARY ...........................................................98
SPANISH TRANSLATION OF THE SUMMARY .......................................................... 108
DUTCH TRANSLATION OF THE SUMMARY............................................................ 117

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DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus should be read and construed in conjunction with:
(i)
the annual reports of the Guarantor for 2004 and 2005;
(ii)
the report on the application of the Guarantor's corporate governance rules for 2005;
(iii)
the press release relating to the Guarantor's consolidated financial statements for the first quarter 2006; and
(iv)
the limited review report from the auditors of the Guarantor on the consolidated financial statements of the
Guarantor for the first quarter 2006,
which have been previously published or are published simultaneously with this Prospectus and have been filed with
the Luxembourg competent authority for the purpose of the Prospectus Directive and the relevant implementing
measures in the Grand Duchy of Luxembourg, and shall be incorporated in, and form part of, this Prospectus.
This Prospectus and the documents incorporated by reference in this Prospectus are available for viewing on the
website of the Luxembourg Stock Exchange, www.bourse.lu.
Any information not listed in the following cross-reference lists but included in the documents incorporated by
reference in this Prospectus is given for information purposes only.

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CROSS-REFERENCE LISTS
Section
Regulation Annex IV
Cross reference
5. Information
5.1.5. any recent events particular to the Pages 4, 5 and 53 to 56 of the Solvay
about the
Guarantor which are to a material extent relevant 2005 Annual Report
Guarantor
to the evaluation of the Guarantor's solvency.

5.2.2. Information concerning the Guarantor's Pages 1, 4 and 90 (note 33) of the
principal future investments, on which its Solvay 2005 Annual Report
management bodies have already made firm
commitments.
6. Business
6.1. Principal activities:
Pages 12 to 39 of the Solvay 2005
Overview
Annual Report
6.1.1. A description of the Guarantor's principal
activities stating the main categories of products
sold and/or services performed; and

6.1.2. an indication of any significant new Pages 40 to 43 of the Solvay 2005
products and/or activities.
Annual Report
8. Trend
8.2. Information on any known trends, Pages 53 to 56 of the Solvay 2005
information
uncertainties, demands, commitments or events Annual Report
that are reasonably likely to have a material effect
on the Guarantor's prospects for at least the
current financial year.
11. Board practices 11.1. Details relating to the Guarantor's audit Page 7 of the Solvay 2005 Annual
committee, including the names of committee Report and pages 12 and 13 of the
members and a summary of the terms of reference "Report on the application of the
under which the committee operates.
Solvay group's Corporate Governance
rules in 2005"
12. Major
12.1. To the extent known to the Guarantor, state Page 4 of the "Report on the
shareholders
whether the Guarantor is directly or indirectly application of the Solvay group's
owned or controlled and by whom and describe Corporate Governance rules in 2005"

the nature of such control, and describe the
measures in place to ensure that such control is not
abused.

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Section
Regulation Annex IV
Cross reference
13. Financial
13.1. Historical Financial Information
2004
2005
information

concerning the
Audited historical financial information covering Pages 48 to 84
Pages 57 to 105
Guarantor's assets
the latest 2 financial years (or such shorter period (including the
(including the
and liabilities,
that the Guarantor has been in operation), and the Auditors' report) Auditors' report)
financial position
audit report in respect of each year. Such financial of the Solvay
of the Solvay
and profits and
information must be prepared according to 2004 Annual
2005 Annual
losses
Regulation (EC) No 1606/2002, or if not Report
Report
applicable to a Member States national accounting
standards for Guarantors from the Community.

(a)
Consolidated income statement
Page 48 of the
Page 57 of the

Solvay 2004
Solvay 2005
Annual Report
Annual Report
(b)
Consolidated cash flow statement

Page 48 of the
Page 58 of the
Solvay 2004
Solvay 2005
Annual Report
Annual Report
(c)
Consolidated Balance sheet

Page 49 of the
Page 59 of the
Solvay 2004
Solvay 2005
Annual Report
Annual Report
(d)
Accounting policies and explanatory notes

- Accounting policies
Pages 51 to 53 of Pages 61 to 64 of

the Solvay 2004
the Solvay 2005
Annual Report
Annual Report
- Explanatory Notes
Pages 54 to 81 of Pages 65 to 102

the Solvay 2004
of the Solvay
Annual Report
2005 Annual
Report

13.2. Financial statements
Pages 48 to 84
Pages 57 to 105
(including the
(including the
If the Guarantor prepares both own and Auditors' report) Auditors' report)
consolidated financial statements, include at least of the Solvay
of the Solvay
the consolidated financial statements in the 2004 Annual
2005 Annual
registration document.
Report
Report

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Section
Regulation Annex IV
Cross reference

13.3. Auditing of historical annual financial 2004
2005
information
Page 84 of the
Page 105 of the
13.3.1. A statement that the historical financial Solvay 2004
Solvay 2005
information has been audited. If audit reports on Annual Report
Annual Report
the historical financial information have been
refused by the statutory auditors or if they contain
qualifications or disclaimers, such refusal or such
qualifications or disclaimers must be reproduced in
full and the reasons given.

13.5. Interim and other financial information

(a)
Quarterly financial information
Pages 4 to 6 of the press release

relating to the Guarantor's

consolidated financial statements for

the first quarter 2006
(b)
Review report
Page 1 of the limited review report
from the auditors of the Guarantor on
the consolidated financial statements
of the Guarantor for the first quarter
2006

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SUMMARY
This summary must be read as an introduction to the Prospectus, prepared by the Issuer and the Guarantor in
connection with the issue of Euro 500,000,000 Deeply Subordinated Fixed to Floating Rate Bonds due 2104 (the
"Bonds"). Any decision to invest in the Bonds should be based on a consideration of the Prospectus as a whole,
including the documents incorporated by reference therein. Following the implementation of the relevant provisions of
the Prospectus Directive in each Member State of the European Economic Area no civil liability will attach to the Issuer
or the Guarantor in any such Member State in respect of this summary, including any translation hereof, unless it is
misleadi ng, inaccurate or inconsistent when read together with the Prospectus. Where a claim relating to information
contained in the Prospectus is brought before a court in a Member State of the European Economic Area, the plaintiff
may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of
translating the Prospectus before the legal proceedings are initiated.
Words and expressions defined in the Prospectus, including the documents incorporated by reference in the Prospectus,
shall have the same meanings in this summary.
Essential characteristics of the Guarantor
Solvay an international Chemical and Pharmaceutical Group
Founded in 1863, Solvay SA is the mother company of, and constitutes with its affiliates an international
pharmaceutical and chemical group, headquartered in Brussels (Belgium) with its registered office at 33, rue du Prince
Albert, B-1050 Brussels.
Currently 85 per cent.1 of turnover relates to products in which the Group is one of the world's leading producers and
nearly two thirds of its results are derived from Pharmaceuticals and Specialties.
In 2005, consolidated sales amounted to Euro 8.6 billion. With more than 400 facilities in 50 countries, Solvay employs
some 28,730 employees - of whom 2,650 are active in research.
Of the worldwide sales of the Group in 2005, 56 per cent. were generated in Europe, 34 per cent. in the Americas, 3
per cent. in the rest of the world and 7 per cent. in the Asia-Pacific. Geographic diversification is accelerating, with
new projects in Central Europe, Russia, China and the Americas.
The Solvay Group is active in three sectors:
-
Pharmaceuticals: it is a research driven group of companies that constitute the global pharmaceutical business
of SOLVAY Group, seeking to fulfill carefully selected, unmet medical needs in the therapeutic areas of
neuroscience, cardio-metabolic, influenza vaccines, pancreatic enzymes, gastroenterology and men's and
women's health. Solvay Pharmaceuticals devotes more than 15 per cent. of its sales revenue to research.
-
Chemicals: its portfolio consists of the "minerals" cluster (soda ash and derivatives, barium and strontium
carbonates and precipitated calcium carbonate), the "electrochemistry and fluor" cluster (caustic soda,
fluorinated chemicals); the "oxygen" cluster (hydrogen peroxide, detergents and caprolactones) and a new
Strategic Business Unit, "Molecular Solutions".

1 Source: Solvay, Internal calculation based on publicly available data from external sources including, principally, IMS,
Harriman Chemsult, CMAI, SRI.

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-
Plastics: this sector is characterized by the development of Specialties: Specialty Polymers and Inergy
Automotive Systems, a 50/50 joint venture with Plastic Omnium in fuel systems; and also a strong leadership,
targeted growth and continued improvement in competitiveness remained the priorities for the Vinyls cluster
(PVC, pipes and fittings (Pipelife, joint venture with Wienerberger)).
The Solvay Group pursues its strategy for sustainable and profitable growth in its three sectors and considers innovation
to be the cornerstone for growth and competitiveness.
In 2005, Solvay acquired the French pharmaceutical group Fournier Pharma for Euro 1.2 billion.
Decisive strategic initiatives have been taken in Specialties, and in particular in Specialty Polymers, which are today a
major contributor to Group earnings, providing new openings in fast growing, high added value markets.
The Group's essential products (soda ash, hydrogen peroxide, caustic soda, PVC, etc.), with a host of applications in
everyday life, are successfully meeting the challenge of gaining and maintaining leadership in their different markets.
Solva y is listed on Euronext Brussels and is part of the Euronext100 index. Its distributed dividend has grown by 18 per
cent. between 2000 and 2005, and has not been reduced for almost 25 years. Solvac S.A. ("Solvac"), listed on
Euronext Brussels, holds 27 per cent. of all Solvay shares and the free float is 73%.
Summary of Group Financial Data (Consolidated figures EUR millions)

IFRS

2002
2003

20042
2005
Sales
7,919
7,557

7,271
8,562
REBIT3
844
673

741
912
Net results
494
430

541
816
Total depreciation and amortization
554
429

449
464
Cash flow
1,048
859

990
1,280
Capital expenditures & acquisitions
645
555

564
1,930
Research investments
399
404

408
472
Total equity
3,542
3,510

3,792
3,920
Net indebtedness
1,318
1,120

795
1,680
Employees4
30,302
30,139

26,926
28,730

Essential characteristics of the Issuer
Solvay Finance is a wholly-owned subsidiary of Solvay SA set-up on February 24, 2006 with its registered office 12
Cours Albert 1er 75008 Paris.
The purposes for which Solvay Finance is established are, in France and abroad, to participate, directly or indirectly, in

2 Restated figures
3 REBIT = recurring EBIT
4 Full-time employees or equivalent as of January 1 of the following year

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