THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR ... - Solvay

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
FORM OF ACCEPTANCE
To Tender
OCEANEs
Of
RHODIA
(ISIN: FR 0010464487)
Pursuant to the Offer dated June 15, 2011
By
SOLVAY
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT THE END OF THE OFFER ACCEPTANCE PERIOD, WHICH WILL BE
DETERMINED BY THE FRENCH FINANCIAL MARKETS AUTHORITY (THE “AMF”) AND COMMUNICATED BY A PRESS RELEASE
ISSUED BY SOLVAY. FOR MORE COMPLETE INFORMATION ON THE OFFER ACCEPTANCE PERIOD, SEE THE OFFER
DOCUMENT ON SOLVAY’S WEBSITE AT www.solvay.com/OPARhodia.
The U.S. Tender Agent for the Offer is:
BNY MELLON SHAREOWNER SERVICES
By Mail:
By Hand or Overnight Delivery:
BNY Mellon Shareowner Services
BNY Mellon Shareowner Services
Attn: Corporate Actions Dept.
Attn: Corporate Actions Dept., 27 th Floor
P.O. Box 3301
480 Washington Boulevard
South Hackensack, NJ 07606 Jersey City, NJ 07310
By Facsimile Transmission
(201) 680 - 4626
To Confirm Receipt of Facsimile Call
(201) 680 - 4860
THE INSTRUCTIONS IN THIS OCEANEs FORM OF ACCEPTANCE SHOULD BE READ PURSUANT TO THE TERMS AND
CONDITIONS IN THE OFFER DOCUMENT. THE OFFER DOCUMENT MAY BE ACCESSED AT THE INTERNET ADDRESS GIVEN
ABOVE. ACCEPTANCE OF THE SOLVAY OFFER IN RESPECT OF RHODIA ADSs AND RHODIA SHARES CANNOT BE MADE BY
MEANS OF THIS OCEANEs FORM OF ACCEPTANCE.
PLEASE FILL IN THE BELOW INFORMATION ON THE TENDERED OCEANEs THAT ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE U.S. TENDER AGENT’S ACCOUNT AT SOCIETE GENERALE:
Name of Tendering Institution:
Euroclear Participant Number:
Transaction Code Number:
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
Delivery should be made without matching to: SG EGSP 042 SOCIETE GENERALE, Paris— for the
account of The Bank of New York Mellon, sub account BONY MELLON/RHODIA US OCEANEs.
Please include the following account number in the “R.I.B beneficiaire” field:
300030528008067028954.
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DESCRIPTION OF RHODIA OCEANEs TENDERED
Name , Address and contact details of Rhodia owners
Number of Rhodia OCEANEs Tendered
DELIVERY OF THIS OCEANEs FORM OF ACCEPTANCE AND FORM W-9 TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE FOR THE U.S. TENDER AGENT WILL NOT CONSTITUTE A VALID
DELIVERY. YOU MUST SIGN THIS OCEANEs FORM OF ACCEPTANCE WHERE INDICATED BELOW
AND COMPLETE THE FORM W-9 ACCOMPANYING THIS OCEANEs FORM OF ACCEPTANCE.
DELIVERY OF THIS OCEANEs FORM OF ACCEPTANCE TO THE BOOK-ENTRY TRANSFER FACILITY
WILL NOT CONSTITUTE DELIVERY TO THE U.S. TENDER AGENT.
THIS SIGNED AND COMPLETED OCEANEs FORM OF ACCEPTANCE MUST BE TRANSMITTED BY
FACSIMILE (SEE ABOVE) TO THE U.S. TENDER AGENT ON THE SAME DAY THAT THE DEPOSIT OF
THE OCEANEs IS MADE TO SOCIETE GENERALE FOR FORWARDING TO THE BANK OF NEW YORK
MELLON SUB ACCOUNT 300030528008067028954 TITLED “BONY MELLON/RHODIA US OCEANES”.
SEND THE ORIGINAL OF THE SIGNED AND COMPLETED OCEANEs FORM OF ACCEPTANCE AND
FORM W-9 TO THE U.S. TENDER AGENT VIA OVERNIGHT COURIER.
PLEASE READ THE INSTRUCTIONS IN THIS OCEANEs FORM OF ACCEPTANCE CAREFULLY BEFORE
COMPLETING THE FORM. THIS OCEANEs FORM OF ACCEPTANCE SHOULD BE USED ONLY FOR
TENDERING RHODIA OCEANEs. DO NOT USE THIS OCEANEs FORM OF ACCEPTANCE FOR
TENDERING RHODIA ADSs OR RHODIA SHARES.
You may use this OCEANEs Form of Acceptance in connection with the offer by Solvay, a company incorporated
under the laws of the Kingdom of Belgium, to purchase all of the bonds convertible into and/or exchangeable for newly
issued or existing shares (“OCEANEs”), among other securities, issued by Rhodia (“Rhodia”), a French limited liability
company (société anonyme), for €52.30 per OCEANE, net to the tendering holder in cash, less any required withholding
taxes, and subject to adjustment in the event settlement of the Offer occurs after September 1, 2011, as described in the
Offer Document available on Solvay’s website at www.solvay.com/OPARhodia. This document should be read in
conjunction with, and is subject to all the terms and conditions set forth in, the Offer document.
The completed and signed OCEANEs Form of Acceptance, Form W-9 together with the delivery of the Rhodia
OCEANEs to The Bank of New York Mellon account at Societe Generale and other required documents delivered to The
Bank of New York Mellon (the “U.S. Tender Agent”) by OCEANEs holders will be deemed (without any further action by
the U.S. Tender Agent) to constitute acceptance by such holders of the Offer with respect to their OCEANEs, subject to the
terms and conditions set forth in the Offer Document, any supplements and amendments thereto, and this OCEANEs Form
of Acceptance.
Holders of OCEANEs purchased in the Offer will receive the Euro purchase price for such securities by check.
This OCEANEs Form of Acceptance must be completed in addition to the delivery of OCEANEs by book-entry
transfer to an account maintained by the U.S. Tender Agent at Societe Generale pursuant to the procedures set forth in the
Offer documentation made available to U.S. holders. Delivery of documents to Societe Generale or Euroclear France does
not constitute delivery to the U.S. Tender Agent.
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In the event of an inconsistency between the terms and procedures in this OCEANEs Form of Acceptance and the
Offer Document, the terms and procedures in the Offer Document shall govern.
The term “Expiration Date” means the date at which the Offer acceptance period ends, which will be determined
by the French financial markets authority (the “AMF”) and communicated by a press release issued by Solvay. For more
complete information on the Offer acceptance period, see the Offer Document on Solvay’s website at the address given
above.
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*** IMPORTANT — SIGN HERE
(AND PLEASE COMPLETE THE FORM W-9)
X _________________________________________________________________________________________________
X _________________________________________________________________________________________________
Signature(s) of Owner(s)
Dated: ______________________________ , 2011
Daytime Telephone Number: ____________________
Name(s): __________________________________________________________________________________________
__________________________________________________________________________________________________
(Please Print)
Name of Firm: _____________________________________________________________________________________
Capacity (full title): __________________________________________________________________________________
Address: __________________________________________________________________________________________
__________________________________________________________________________________________________
(Zip Code)
Area Code and Telephone Number: _____________________________________________________________________
Taxpayer Identification or Social Security No.: ____________________________________________________________
(See Form W-9)
NOTE: SIGNATURE(S) MUST BE PROVIDED ABOVE***
PLEASE READ THE INSTRUCTIONS IN THIS OCEANEs FORM OF ACCEPTANCE CAREFULLY.
By validly tendering your Rhodia OCEANEs (“OCEANEs”) to SG EGSP 042 into The Bank of New York Mellon sub
account together with the receipt of the completed and signed OCEANEs Form of Acceptance and Form W-9 by the U.S.
Tender Agent you represent and warrant that you have the power and authority to tender, sell, assign and transfer the
Securities tendered and that, when and if the Securities are accepted for payment, Solvay will acquire good, marketable and
unencumbered title to the tendered Securities, free and clear of all liens, restrictions, charges and encumbrances, and not
subject to any adverse claim or right. You also warrant that you will, upon request, execute and deliver any additional
documents deemed by Solvay or its agents to be necessary or desirable to complete the sale, assignment and transfer of the
tendered Securities.
By executing the OCEANEs Form of Acceptance and Form W-9 and the delivery of the OCEANEs, as applicable, you
will irrevocably appoint Solvay or the Solvay designees as your attorneys-in-fact and proxies. The appointment of Solvay
appointment, or of the Solvay designees, will be to the full extent of your rights with respect to the Securities tendered by
you and accepted for payment by Solvay or its designees. The appointment will be effective, and your voting rights will be
affected, only when Solvay accepts for payment your tendered Securities in accordance with the terms of this Offer. Once
Solvay accepts for payment your tendered Securities, the appointment will be irrevocable. Upon the effectiveness of the
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appointment, all prior proxies given by you will be revoked without further action, and you will not be able to give powers
of attorney, proxies or written consents with respect to the Securities tendered by you and accepted by Solvay. The Solvay
designees will have the authority to exercise all of your voting and other rights at any meeting of Rhodia’s shareholders, by
written consent in lieu of any such meeting or otherwise. Solvay reserves the right to require that, in order for your
Securities to be deemed validly tendered, immediately upon Solvay’s acceptance of such Securities for payment, Solvay
must be able to exercise all rights of ownership, including full voting and disposition rights, with respect to such Securities.
The valid tender of Securities pursuant to the procedures described above will constitute the tendering holder’s
acceptance of the terms and conditions of the Offer. The Solvay acceptance for payment of Securities, as described above,
will constitute a binding agreement between the tendering security holder and Solvay upon the terms and subject to the
conditions of the Offer. Under no circumstances will interest be paid by us on the purchase price of the Securities.
The above signed hereby instructs Solvay to (i) issue, or cause to be issued, and mail, or cause to be mailed, the check
for the purchase price for the OCEANEs accepted for purchase in the name and to the address of the owner(s) appearing in
the box entitled “Rhodia OCEANEs Tendered,” and/or (ii) credit the undersigned’s account maintained at the book-entry
transfer facility with any OCEANEs not accepted for purchase. The undersigned recognizes that Solvay will not transfer
any OCEANEs from the name of the registered owner thereof
The terms and conditions contained in the Offer document, as from time to time supplemented or amended, shall be
deemed to be incorporated in, and form part of, this OCEANEs Form of Acceptance, which shall be read and construed
accordingly.
THIS OCEANES FORM OF ACCEPTANCE AND FORM W-9 SHALL NOT BE CONSIDERED COMPLETE
AND VALID, AND DELIVERY OF THE CONSIDERATION PURSUANT TO THE OFFER SHALL NOT BE
MADE, UNTIL THE OCEANES BEING TENDERED AND ALL OTHER REQUIRED DOCUMENTATION
HAVE BEEN RECEIVED BY THE U.S. TENDER AGENT AS PROVIDED IN THE OFFER DOCUMENT AND
THIS OCEANES FORM OF ACCEPTANCE.
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
Delivery of OCEANEs Form of Acceptance and OCEANEs. This OCEANEs Form of Acceptance and Form
W-9 are to be completed and signed by holders if tenders are to be made by book-entry transfer set forth in the Offer
Document. A manually executed copy of this document may be used in lieu of the original. Confirmation of any book-entry
transfer into the U.S. Tender Agent’s account at Societe Generale, which has an account at Euroclear France, of OCEANEs
tendered by book-entry transfer, as well as this OCEANEs Form of Acceptance and Form W-9 properly completed and duly
executed, and any other documents required by this OCEANEs Form of Acceptance, must be received by the U.S. Tender
Agent at one of its addresses set forth herein on or prior to the Expiration Date. If OCEANEs are forwarded to the U.S.
Tender Agent in multiple book-entry transfers, a properly completed and duly executed OCEANEs Form of Acceptance and
Form W-9 must accompany each such book-entry transfer.
The method of delivery of this OCEANEs Form of Acceptance and all other required documents is at the
sole option and risk of the tendering holders of OCEANEs. OCEANEs will be deemed delivered only when Societe
Generale confirms receipt and the U.S. Tender Agent receives the completed and signed OCEANEs Form of
Acceptance and Form W-9 to match the Euroclear delivery. Delivery of the completed and signed OCEANEs Form
of Acceptance and Form W-9 by overnight air courier is suggested. If such delivery is by mail, it is recommended
that such documents be sent, with return receipt requested. In all cases, sufficient time should be allowed to assure
timely delivery the U.S. Tender Agent prior to expiration.
***Signatures on OCEANEs Form of Acceptance. This OCEANEs Form of Acceptance should be signed by the
registered owner(s) of the OCEANEs tendered hereby. If any of the OCEANEs tendered hereby are owned of record by two
or more joint owners, all such owners must sign this OCEANEs Form of Acceptance.
If any of the tendered OCEANEs are registered in different names, it will be necessary to complete, sign and
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submit as many separate OCEANEs Forms of Acceptance and Forms W-9 as there are different registrations.
If this OCEANEs Form of Acceptance is signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when
signing. Proper evidence of authority must be submitted to the U.S. Tender Agent.
IMPORTANT: THIS SIGNED AND COMPLETED OCEANES FORM OF ACCEPTANCE AND FORM W-9
MUST BE TRANSMITTED BY FACSIMILE (SEE ABOVE) TO THE U.S. TENDER AGENT ON THE SAME
DAY THAT THE DEPOSIT OF THE OCEANES IS MADE TO THROUGH SOCIETE GENERALE FOR
FORWARDING TO THE BANK OF NEW YORK MELLON SUB ACCOUNT 300030528008067028954 TITLED
“BONY MELLON/RHODIA US OCEANES”. RECEIPT MUST BE PRIOR TO THE EXPIRATION DATE.
SEND THE ORIGINAL OF THE SIGNED AND COMPLETED OCEANES FORM OF ACCEPTANCE AND
FORM W-9 TO THE U.S. TENDER AGENT VIA OVERNIGHT COURIER.
NOTE: FAILURE TO COMPLETE AND RETURN A W-9 FORM MAY RESULT IN BACKUP
WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER
DOCUMENT.
The U.S. Tender Agent for the Offer is:
BNY MELLON SHAREOWNER SERVICES
By Mail:
By Hand or Overnight Delivery:
BNY Mellon Shareowner Services
BNY Mellon Shareowner Services
Attn.: Corporate Action Dept.
Attn.: Corporate Action Dept., 27 th Fl
P.O. Box 3301
480 Washington Boulevard
South Hackensack, NJ 07606 Jersey City, NJ 07310
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