Brussels –11 June 2025 – Aliaxis Finance SA, with registered office at Avenue Arnaud Fraiteur 15-23, 1050 Brussels, Belgium, RPR 0439.721.091 and LEI 549300ZQUFZTQGVPBD44 (the “Issuer”) – hereby gives notice to the holders of its EUR 750,000,000 0.875 per cent. Bonds, due 8 November 2028 (ISIN: BE6331562817) (the “Bonds”), of the substitution of the Issuer by Aliaxis Holdings SA, with registered office at Avenue Arnaud Fraiteur 15-23, 1050 Brussels, Belgium, RPR 0479.090.819 and LEI 549300SJMVZUK46L0E37(the “Parent Guarantor”) pursuant to condition 12.3 (Substitution of the Issuer) of the Bonds which permits the substitution, at any time, of the Issuer with any other company which is the Parent Guarantor or a Subsidiary of the Parent Guarantor as principal debtor in respect of all obligations arising from or in connection with the Bonds.
Such substitution will take place in the framework of the merger by absorption of the Issuer into the Parent Guarantor (the “Merger”) pursuant to article 12:7, 1° of the Belgian Code on companies and associations in view of a simplification of the Aliaxis group structure and centralisation of services and financings. Pursuant to the Merger the Parent Guarantor will be the surviving entity and will assume all obligations arising from or in connection with the Bonds. The Merger will take effect from a legal perspective on 30 June 2025 at 11:59 p.m. Belgian time (the “Merger Effective Date”).
Aliaxis Finance SA confirms that as at the Merger Effective Date all the conditions set out in condition 12.3 (Substitution of the Issuer) of the Bonds will be satisfied.
Terms defined in the terms and conditions of the Bonds have the same meaning in this notice unless given a different meaning in this notice. As from the Merger Effective Date, any reference in the conditions of the Bonds to the Issuer shall from then on be deemed to refer to the Parent Guarantor.
Media contact
Emma-Kate Dowdell
Group Corporate Communications
+32 (0)476 26 15 85
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Merger between Aliaxis Holdings SA and Aliaxis Finance SA – notice of substitution of the issuer by the parent guarantor
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