On 8 March 2016, CNAC Saturn (NL) B.V., Amsterdam, The
Netherlands, published the offer prospectus on the public tender
offer for all publicly held registered shares of Syngenta AG at the
offer price of USD 465 per registered share. CNAC Saturn (NL) B.V.
is a subsidiary of China National Chemical Corporation
(ChemChina).
On 2 October 2017, Syngenta applied at SIX Swiss Exchange for an
exemption from certain obligations regarding the maintenance of its
listing. The filing was made following the launch of the
proceedings by CNAC Saturn (NL) B.V. in July 2017 before the Court
of Appeal of Basel-City regarding the cancellation of the shares of
Syngenta which remained publicly held (article 137 of the Financial
Market Infrastructure Act).
In its decision dated 13 October 2017, SIX Exchange Regulation
has granted Syngenta several temporary exemptions from the
obligations for maintaining its listing. The content and duration
of the exemptions granted are contained in the following part of
the decision by SIX Exchange Regulation which has been reproduced
verbatim upon request of SIX Exchange Regulation (unofficial
English translation). The exemptions come into force as of the
release of this ad hoc notice.
Sections I through III of the decision by SIX Exchange
Regulation read as follows:
I. Syngenta AG (issuer), Basel, Canton of
Basel-City, is granted – subject to section VI – until the
expiration of the Best Price Rule according to article 10 para. 1
of the Ordinance of the Swiss Takeover Board on Public Takeover
Offers of 21 August 2008 (Takeover Ordinance, TOO) in the context
of the public tender offer by CNAC Saturn (NL) B.V. headquartered
in Amsterdam, The Netherlands, for all publicly held registered
shares of the issuer (Best Price Rule), that is up to and including
24 November 2017, exemption from the following obligations
regarding the maintenance of its listing:
a. Publication of ad hoc notices (article 53
LR in conjunction with the Directive on Ad hoc Publicity [DAH]),
except for the publication of an ad hoc notice to communicate the
date of de-listing of the registered shares of the issuer, as soon
as such date has been determined;
b. Disclosure of management transactions
(article 56 LR);
c. Maintaining a corporate calendar (article
52 LR);
d. Compliance with the following regular
reporting obligations (article 55 LR in conjunction with article 9
of the Directive on Regular Reporting Obligations [DRRO]): para.
1.05 (change of external auditors), para. 1.06 (change of balance
sheet date), para. 1.08 (4) (changes to the weblink of the
corporate calendar), para. 1.08 (5) (changes to the weblink of the
annual and semi-annual reports), para. 3.05 (resolutions on opting
out/opting up), para. 3.06 (changes in connection with restrictions
on transferability) and para. 5.02 (reporting of the conditional
capital).
II. The exemption pursuant to section I is
effective with the publication of the ad hoc notice in accordance
with section VI.
III. After the expiration of the Best Price
Rule on 24 November 2017, the issuer is exempted from the
obligations pursuant to section I up to and including 31 January
2018, as far and as long as none of the following events have
occurred:
a. A minority shareholder or several minority
shareholders entering the proceedings regarding the cancellation of
registered shares of the issuer pursuant to article 137 of the
Swiss Federal Act on Financial Market Infrastructures and Market
Conduct in Securities and Derivatives Trading dated 19 June 2015
(Financial Market Infrastructure Act, FMIA) before the Court of
Appeal of Basel-City.
b. Withdrawal of the action to cancel the
registered shares of the issuer before the Court of Appeal of
Basel-City by the plaintiff, CNAC Saturn (NL) B.V., Amsterdam, The
Netherlands, or by a legal successor;
c. Dismissal of the action to cancel the
registered shares of the issuer by the Court of Appeal of
Basel-City;
d. Appeal to the judgment rendered by the
Court of Appeal of Basel-City regarding the cancellation of the
registered shares of the issuer.
Should one of the events pursuant to paragraphs a. to d. of this
section occur until the expiration of the Best Price Rule, the
obligations pursuant to section I come back into force immediately
after the expiration of the Best Price Rule, i.e., on 25 November
2017.
Should one of the events pursuant to paragraphs a. to d. of this
section occur after the expiration of the Best Price Rule, the
obligations pursuant to section I come back into force with
immediate effect.
About Syngenta
Syngenta is a leading agriculture company helping to improve
global food security by enabling millions of farmers to make better
use of available resources. Through world class science and
innovative crop solutions, our 28,000 people in over 90 countries
are working to transform how crops are grown. We are committed to
rescuing land from degradation, enhancing biodiversity and
revitalizing rural communities. To learn more visit
www.syngenta.com and www.goodgrowthplan.com. Follow us on Twitter®
at www.twitter.com/Syngenta.
Cautionary statement regarding forward-looking
statements
Some of the statements contained in this press release are
forward-looking statements. These statements are based on current
expectations, assumptions, estimates and projections, and involve
known and unknown risks, uncertainties and other factors that may
cause results, levels of activity, performance or achievements to
be materially different from any forward-looking statements. These
statements are generally identified by words or phrases such as
"believe", "anticipate", "expect", "intend", "plan", "will", "may",
"should", "estimate", "predict", "potential", "continue" or the
negative of such terms or other similar expressions. If underlying
assumptions prove inaccurate or unknown risks or uncertainties
materialize, actual results and the timing of events may differ
materially from the results and/or timing discussed in the
forward-looking statements, and you should not place undue reliance
on these statements. Syngenta disclaims any intent or obligation to
update any forward-looking statements as a result of developments
occurring after the period covered by this press release or
otherwise.
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version on businesswire.com: http://www.businesswire.com/news/home/20171022005074/en/
Syngenta International AGMedia OfficeCH-4002
BaselSwitzerlandTel: +41 61 323 2323Fax: +41 61 323
2424www.syngenta.comorMedia contacts:Leandro
ContiSwitzerland +41 61 323 2323Paul MinehartUSA +1 202 737
8913media.relations@syngenta.comorAnalyst/Investor
contacts:Andrew McConvilleSwitzerland +41 61 323 0618USA +1 202
737 6521
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