Solvay SA (SOLB) Earnings Call Transcript & Summary

Good day, and welcome to the Solvay Webinar for analysts and investors. [Operator Instructions] I would now like to hand the call over to Jodi Allen. Please go ahead.

Thank you. Good afternoon, and welcome to today's investor webinar focused on our capital structures announcement. This is Jodi Allen, Head of Investor Relations. And today, I'm joined by our CEO, Ilham Kadri; and our CFO, Karim Hajjar. Today's event is being recorded and will be made available for replay on the Investor Relations section of our website. I would like to remind all participants that today's webinar includes forward-looking statements, which are subject to risks and uncertainties. Please refer to our important statements on Slides 2 and 3 of our presentation materials. With that, I'll turn the presentation over to Ilham.

Yes. Thank you very much, Jodi, and hello, everyone. Thank you. Thank you for joining us today as we have reached this important milestone in our projects. Today, we are going to share with you our capital structure plans for the 2 independent companies, SpecialtyCo and EssentialCo. This is key because this will set the stage for each company to pursue their distinct strategies to unlock greater value creation. More importantly, we will have 2 investment-grade rated companies, which have been backed by independent assessment of credit rating agencies. These capital structures were the result of extensive work and scenario building, which Karim will describe in more detail later, resulting in 2 strong companies with financial flexibility. On top of that, we reveal today the name of the future company. For the purposes of our presentation today, I will continue to reference them as SpecialtyCo and EssentialCo, given the new brands will be effective upon completion of the separation. But before we dive into those elements, I'd like to briefly walk you through the journey that got us to where we are today and we'll then give you a brief overview of the 2 companies. I will then pass the floor to Karim to review the most important financial aspects of our targeted capital structure. Now many of you are familiar with the profound changes that have taken place in Solvay over the past 4 years. For those of you who are more recent to the Solvay journey, I will give you a brief overview of the transformation. Since 2019, the company has implemented strategies that significantly strengthened its operational and financial performance. And that repeatedly generated record reserves in terms of earnings growth, profitability, cash generation and returns to a significant change in operating strategy and culture that will be transmitted into the independent companies. In the period between 2019 and 2022, we generated EUR 3.5 billion of free cash flow while reinvesting EUR 3.2 billion in businesses and rewarding shareholders with EUR 1.6 billion in dividends. Perhaps the most important achievement has been a EUR 3.6 billion improvement in our balance sheet, consisting of a reduction in net debt by EUR 2 billion and EUR 1.6 billion reduction in pension liabilities. With debt now to EBITDA leverage ratio of 1x, half 2019 level, It's fair to say that our financial foundations are deep. Another significant achievement is returns, with return on capital employed, ROCE, now at 16%, which is double the level when I first joined the company back in 2019. But of course, there is a lot more. The record financial results were accompanied with -- by a profound step change in ESG performance illustrated in our Solvay One Planet sustainability road map. We achieved a 19% reduction of greenhouse gas emissions across 4 years since the inception of the program. Structurally, in fact, we have achieved almost 2x the Paris Agreement target, which is halfway to our 2030 objectives. We are also making progress on our circular solutions, which reached 9.3% by accelerating the transition to recycled materials and renewable feedstock. By the way, we only began measuring this in 2019, and we have more than doubled since then. Finally, we elevated our focus on our people, including advancements in safety, diversity, equity and inclusion and employee ownership during this past year. Speaking of people. I'm particularly appreciative of the fact that our people are fully engaged. Indeed, our latest engagement score stands at 79% and we all know that when people are at their best, great reserves quickly follow when they care, when they feel energized, passionate, motivated, safe and generally champion the companies they work in. In many respects, this is one of my most important indicators. It's also one of the key elements that gives me the confidence to say the best is ahead of us. The magnitude of the transformation provides the foundation and the strength to separate and create 2 new global leaders, each poised and resourced to generate superior and sustainable value growth. As a stand-alone company, each can intensify its strategic focus, appropriately allocate resources that align to its distinct operating model to better serve its customers. And by strengthening the link between each company's unique needs and strategic path forward, we expect each to unlock even greater value for all through continued market outperformance and higher returns. Remember, we announced this news back in March 2022, about 15 months ago, and we remain on track for the separation to occur in December of this year, less than 6 months from now. And I'll remind you that in addition to staying on track with our plan, we also -- we have also delivered record performance during very challenging economic signs. Indeed, one can say that today marks a turning point as we transition from plans to execution. Now I'd like to give you a high-level overview of each company, starting with SpecialtyCo. It will operate 2 business segments, the Materials segment and the Consumer & Resources segment. The Materials segment includes the highly valued, high-margin specialty polymers and composites businesses that supply unique materials that are critical to customers, yet comprise a small overall cost to them. This segment also includes our growth platforms for batteries, green hydrogen, biotech and thermoplastic composites. As you know very well, it's an industry leader focused on bringing new solutions to customers that address critical performance needs, allowing our customers to become more sustainable. The Consumer & Resources segment mainly consists of businesses within Solvay's Current Solutions segment, including Novecare, Aroma, Technology Solutions and Oil and Gas. It provides specialty technologies focused on more natural and sustainable ingredients that are being requested by leading FMCG companies, among others. These businesses have mostly stable and defensive demand profile across global markets. Both segments have shared a common heritage of scientific innovation, leveraging technology that truly contribute to our customers' Scope 3 and making our existence on this planet more sustainable. Let's take a look at its historic performance in the past 4 years. You can see that SpecialtyCo has demonstrated strong underlying EBITDA growth, and it improved its return on capital employed to 13.7%. Slide 11 gives an overview of the fundamental attributes of SpecialtyCo. Its position in its core end markets is supported by strong tailwinds from sustainability-driven megatrends, including electrification, lightweighting, digitalization, natural and bio-based ingredients. These businesses have leading positions in their core markets. They also benefit from strong innovation pipeline and unique application expertise. SpecialtyCo is also the partner of choice for leading OEMs and fast-moving consumer good companies, with many joint development programs and sales pipelines reinforced by strong and strategic customer relationships. As you know very well, our Materials segment is a highly attractive business serving automotive, aerospace, electronics and health care markets. It's a high barrier to entry business, delivering industry-leading margins greater than 30%. And it is an innovation machine. It has 1,000 patent families in the segment, with more than 205 in the past 2 years alone. And with many exciting opportunities in front of us, it's positioned to continue to deliver well above market growth. The Materials business has an unmatched portfolio of high-performance polymers and carbon fiber composites. Our polymers are on the top portion of the performance pyramid, enabling us to sell a unique value proposition compared to our closest peers, who we have shown on Slide 13. You can see our portfolio breadth, and you cannot find this anywhere else in the industry. The scientific credentials of our innovators, past and present enable us to develop a unique combination of properties, which is something our customers truly value. They have a choice and they rely on us to provide the best solution at the lowest cost of ownership. Slide 14 shows you our undisputed track record of outgrowing our key end markets. We've taken you through some of the details behind this performance in recent webinars focused on the Automotive market, as well as the Aerospace and Defense industry. In fact, we have provided links to this webinar in the appendix if you would like to learn more. Now transitioning to the Consumer segment. These are market driven by demand from consumers for sustainable and high-performing solutions. You will see that the majority of these activities are categorized into 4 main areas of focus: Agrochemicals, Home & Personal Care, Coatings and Food, Flavors and Fragrances. Those of us who are not scientists may underestimate the importance of many technology breakthroughs that support our daily life. You will find our special technologies inside the broad range of products such as fertilizers, plant protection, shampoos, body washes, paint, chocolates and pastries and many, many daily household products. Moving to Slide 16. You will see that this segment has also been outperforming its focus market, and this is also a result of our very deliberate shift in operating model and culture. In addition, we have indicated our strength in each of the markets presented here. And as shown, we hold either a global or regional leadership position across a variety of our fast-growing market segments. To open up SpecialtyCo, we show here on Slide 17 its outperformance across its peers set in growth, profitability and returns across 2020 to 2022. None of this is one-off. The track record clearly shows repeatability and scalability. This is why upon separation, SpecialtyCo is well positioned to continue to demonstrate its best-in-class performance. Turning now to EssentialCo, a resilient market leader that masters its technologies, including Soda Ash, peroxides, silica, special chem and coatis. EssentialCo businesses enjoy global leadership positions across most of the product lines. The company will be positioned to further reinforce its leadership, operational excellence and lean manufacturing. Moving to Slide 19. EssentialCo has demonstrated consistent delivery of stable growth and resilient cash generation. In fact, since 2017, EBITDA and cash conversion have each grown by around 7%. More importantly, just take a look and notice the consistency of the cash generation. And remember, in that time, we had COVID and inflation and many other challenges. Now that's what I call resilience. We also look at its peak to trough EBITDA performance in the next slide. This is defined as its maximum to minimum EBITDA generated in the period between 2017 to 2022. What that means is that if our profitability at the bottom of the cycle in that time was 100, the top of this cycle was 146. The higher number, the lower the resilience. We compare this metric versus its closest peer group. And you can see from the data, that EssentialCo is one of the most resilient companies in the global essential chemical space. Slide 21 highlights EssentialCo's key characteristics. Each of these businesses benefits from the existing foundation of strong global leadership positions in each of their markets. The added focus on process technology to sustain its competitiveness makes it a supplier of choice for customers around the world. These factors enable strong and resilient cash generation. Regarding our sustainability road map, EssentialCo will not be diverted from its path to exit coal by 2030 and to reach carbon neutrality before 2050. Indeed, you are aware that number of projects are already well underway. As you see from Slide 22, there are compelling key and market opportunities for EssentialCo, and these are driven by megatrends that simply put are needed by humanity. EssentialCo mastered differentiated technologies that are in fact essential across a number of attractive and resilient end markets. Reducing air pollution is a key environmental driver, and our bicarbonate solution is helping industry to limit air pollution, delivering 2x GDP growth. While the need for more energy-efficient solutions drive more use of silica in auto, specifically in EV and hybrid, as you know. And more Soda Ash for triple-glazed glass windows, and the digitalization trend drives demand for hydrogen peroxide use in microchips. EssentialCo's foundation is founded on scale, technology and cost. And we enjoy scale leadership with a balanced portfolio of assets, both in terms of geography and technology that enables us to secure the supply of our customers all around the world. We also have a cost leadership in most of this portfolio. This is the result of relentless programs to enhance the competitiveness of our operations. And this will continue to be a focus of the new company. Last but not the least, we are innovating in process innovation, extending our mastery to new frontiers. For example, by reinventing the Soda Ash synthetic process, and of course, we are protecting our inventions through patents as this will sustain our technology leadership. Let's take a look -- a quick look at Soda Ash and Bicar, where we have a quite significant size advantage versus our followers. You may notice different geographical market scope for Soda Ash and Bicar. On one hand, we have a quite balanced portfolio between North America and Europe. And on the other hand, we have a balanced portfolio of both natural and synthetic soda ash. And our customers, they love it, they value the security of supply enabled by our global footprint. Switching to Slide 25. Peroxide sees its market from regional perspective. This is important to understand as the reason is very simple. Hydrogen peroxide doesn't travel well, is difficult and expensive to transport. So it's therefore, better characterized as a set of regional market supply/demand. You can, therefore, see on this slide our leadership in the 4 regions. Yet, even from a global view, our current capacity is close to that of our next 5 competitors combined, which represents about 17% of the global market by volume. We could say so much more about these businesses, and those we have not yet covered, but we will save the details for our more formal Capital Market Day in the fourth quarter. So let me wrap up on EssentialCo with Slide 26. This is a view of its performance over the past 3 years versus its closest peers. And again, you will see it not only has the leading cash generation performance, but it also has one of the strongest profitability profiles amongst its peers. We look forward to the company continuing to deliver more value. Turning to Slide 27. I also wish to acknowledge the privilege we have of working with such a strong portfolio and with the deep financial foundation that I mentioned previously. These foundations are at the core of both SpecialtyCo and EssentialCo. While these businesses are different in many respects, they have quite a few things in common. In financial terms, both have top profitability, with EBITDA margin of around 23%. Both command leading positions in well-structured key markets, and each has a balanced split of sales by region. But there are also some significant differences. For example, EssentialCo can take pride in its process mastery, and it's exemplary cost leadership, whereas SpecialtyCo leverages on the strength of its research and innovation capabilities and its market-facing front line capability. And at the end of the day, we end up with what I call financial diversity. Businesses can have fundamentally different profile, yet they can also have strong credit profile. It's one thing to have strong foundation, it's another thing to convert that into capital structures that are both adapted to the differentiated strategic mandate allowing both companies to access enough headroom and strategic optionality to unleash their full potential. And with that, I would like now to hand it over to Karim, who will share with you the approach that we adopted and the outcome of the targeted capital structures. Karim?

Thank you, Ilham. So my goal today is to go beyond the numbers that you'll see. I really hope that you will shortly understand the approach that we adopted over the last few months as we explored a range of possibilities before we landed on the structure that we present. Structures that we firmly believe align really well with the distinct operating models and with the strategic mandates of the future companies. Looking at Page 29 -- Slide 29. You may recall that when we announced our plan last year, we highlighted that SpecialtyCo would be investment-grade rated. But we were more reserved on what we expected this EssentialCo to be. With hindsight, we didn't need to be so conservative. Record level of profitability delivered last year that are sustainable, coupled with our expectations of maintaining class-leading margins in 2023 and beyond, convinced us to construct an investment-grade capital structure for EssentialCo and also to extend SpecialtyCo's credit strength beyond what we previously expected. Now the logical starting point as we designed capital structures are the business fundamentals for each company. And rather than just rely on our own beliefs or own judgments, we also took into account the independent assessments on the business profiles made by S&P and by Moody's. And of course, we also looked at the potential end market perspective. We then turn to the question on investments. We simulated a range of scenarios. As you'd expect, prioritizing growth in SpecialtyCo on one hand, and the continuation of the decarbonization as well as some capacity expansions over time in EssentialCo on the other hand. Next, we turned our attention to the question of net pension and environmental liabilities. By way of reminder -- by way of context, these liabilities are important, but they're far less significant than they were historically. In early 2019, they amounted to EUR 3.4 billion in total, whereas they stood at EUR 1.8 billion at the end of March 2023. Now when it comes to how we attribute those liabilities, we started with one fundamental principle that we were carving out SpecialtyCo out of Solvay SA until we ensure that all liabilities that are mainly associated with the activities of SpecialtyCo go to SpecialtyCo, it really is that simple. And for the avoidance of doubt, yes, this includes PFAS. But this also implies, as a general rule, is that EssentialCo retains liabilities that are related both to its current business and to the legacy activities from our past. We then looked at a number at various leverage scenarios and different ways to portion dividends. We benchmarked -- we benchmarked widely. And within, we circled all of that information back with our targeted credit ratings to confirm that there would actually be appropriate financial headroom truly adapted to each company's strategy. And we do -- when we do all this work, we don't just assume that the world is great, that the world is stable and growing, of course not. As you'd expect, we simulate the broad range of future scenarios, ranging from scenarios where economies recover, demand emerges, to far more conservative scenarios depicting much more challenging macros. For example, leveraging on what we all learned together from COVID. These experiences are rich and they're with us. Once this was done, we derived what we thought at that point were optimal capital structures. But there's more. Because once we did this, we also shared our thinking and our scenarios with the 2 credit rating agencies independently one another as part of what is a confidential rating process. Their feedback gave us additional valuable inputs that helped us to finalize those capital structures with a difference. The difference being we have a conviction that these are truly, very adaptive to the requirements of each business. We show you on Slide 30 what optimized capital looks like. Now the numbers are hopefully self-evident. But the more important information here goes well beyond our numbers, indeed. I hope you've also had the opportunity to review the pronouncements of S&P and Moody's published this morning, where they clearly state their expectation to confirm SpecialtyCo, BBB+, Baa1, with a stable outlook. EssentialCo, BBB-, Baa3, with a stable outlook. Both are investment grade. The fact that rating agencies signal a risk of a 1-notch downgrade of Solvay SA is academic because that depends on the split, and it's a technicality. And actually, it's logical, if you think about it, because all they're saying is, Solvay SA, that becomes -- EssentialCo goes from BBB flat today to BBB-, Baa3 on the split. As we take a step back, we're really pleased that the strength of our businesses have been well reflected in those ratings, especially when you consider what I've just said, the fact that Solvay today was rated at BBB flat. And that particular point, when you take note of the fact that these credit ratings result despite having 2 companies that are smaller than Solvay today. And despite the fact that we will no longer have the benefit from the equity credits worth EUR 900 million associated with the EUR 1.8 billion of hybrids. And this is because we have indicated that at this point in time, hybrids will no longer be a permanent part of the capital structures. Now when you start with the net debt at the end of last year -- at the end of 2022, take into account our guidance of EUR 0.9 billion under free cash flow. Factoring proceeds from the sale of our interest in RusVinyl, factoring the usual dividend payments you expect from us. You will see, you will deduce that we've assumed that we may spend up to EUR 800 million before the end of the year. So I'm going to give you some more color as to the 2 buckets reach today EUR 100 million. First of all, separation costs are estimated at between EUR 400 million and EUR 500 million, which is actually quite prudent. And that encompasses mainly taxes and IT, as well as some fees. And this is fully in line with the benchmarks for projects of this nature. The second bucket of EUR 300 million to EUR 400 million relates to range of other items that will either create more value or further derisk the 2 new companies as we continue to transform. Amongst other matters, they include additional voluntary pension contributions and additional restructuring costs as we start now to adapt to the future organizations. We will update you on the evolution of these costs later in the year. Turning to SpecialtyCo's indicative capital structure shown on Slide 31. We expect it to carry EUR 2.8 billion of gross financial debt. Our estimated net debt of EUR 1.6 billion will depend to an extent on the cash generation and the spending between now and December. Now based on indicative unaudited 2022 EBITDA of EUR 1.9 billion, that would translate to a net debt-to-EBITDA leverage of less than 0.9x. SpecialtyCo will take on net pension liabilities of EUR 0.3 billion, environmental liabilities of EUR 0.3 billion. Both these indications reflect the situation at the end of '22. The expected annual cash cost of servicing pension liabilities in SpecialtyCo will be around EUR 30 million a year. With the cash costs related to the environmental liabilities will be around EUR 40 million, for an annual total of around EUR 70 million. SpecialtyCo will embark its independent life with a balance sheet that equips it fully with the financial resources to invest with discipline in driving superior value creation. What about EssentialCo? Well, on 32, you can see EssentialCo's indicative capital structure. We expect it to carry EUR 2.5 billion of gross financial debt. We estimate net debt of EUR 1.9 billion. And again, this depends on the extent of our cash generation and our spending between now and December. Remember what I've said about our prudent assumptions on these onetime elements. Based on indicative unaudited 2022 EBITDA of EUR 1.3 billion, this would translate to a net debt-to-EBITDA leverage of around 1.5x. Now after the carve-out of SpecialtyCo out of Solvay SA, EssentialCo will be left with net pension liabilities of EUR 0.7 billion and environmental liabilities of EUR 0.4 billion. Again, both these indications reflect the situation at the end of 2022. The expected annual cash cost of servicing pension liabilities in EssentialCo will be around EUR 40 million a year, whereas cash costs for environmental liabilities will be nearer EUR 50 million, taking us to an annual total of around EUR 90 million. EssentialCo will embark its independent life with a strong fortress-like balance sheet to allow it to both pay dividends and to continue its critical investments. So now that we've shared with you our targeted capital structures. The next question, I guess, is, well, how, when will we put all of this into action? Slide 33 gives you an overview of the key milestones between today and the spinoff. First of all, you can expect to receive formal documentation and audited historical financial information as soon as we put the finishing touches to these and secure the approval of the market regulator. Expect that in a matter of weeks. Turning to liability management. And as we announced last year, senior and the 2025 hybrid bondholders will be invited to consent to transfer their bonds to SpecialtyCo. This process will start in August, and every bond will, of course, follow its appropriate process and time line. We will release more detailed information on the specifics in a proper manner to all bondholders in due time. Now you've taken note that we've indicated that hybrid bonds are not at this time expected to be a permanent part of the capital structures of either company. So our plan is, therefore, to repay both the 2023 hybrids for EUR 800 million, and we plan to tender the 2024 hybrid of EUR 500 million, whereas we will seek investors' consent to transfer the '25 hybrid of EUR 500 million to SpecialtyCo. The fact that SpecialtyCo will offer bond investors a higher credit rating at BBB+ and Solvay SA today at BBB is a key factor that makes us confident that this will be really attractive to debt investors, especially for those that have repeatedly subscribed to various Solvay issuances in the past years. Finally, we expect EssentialCo to issue EUR 1.85 billion of new debt in total after the spin-off, which will include EUR 1.5 billion of new bonds and EUR 350 million of other debt. It goes without saying that priority allocation for the new issuances will, of course, be reserved for existing supportive debt investors. So one other thing, maybe. I know during the road, we get a lot of questions on liquidity. So I'd like to maybe just highlight that in the appendices, you have to look at Pages 50 and 51, we've given you some facts. I'm not going to go through the detail of it, just offer you 2, 3 headlines. Fact number one, our trading volumes averaged EUR 120 million daily in the last 3 months -- 3 months. Half of that is in traded recognized exchanges, the other half in over-the-counter markets. You'll also see that relative to benchmarks, be that peers or indices, Solvay really is liquid. And the way to measure that, you see on Page 51 is that you look at it on a total free-float basis. And what you can see is that Solvay SA is between 20% and 40% more liquid than those benchmarks. That's why we have good reason to believe that both SpecialtyCo and EssentialCo will be liquid if we assume that you take that current liquidity and divide it to 2. So to wrap things up, we've shared with you the approach and the outcomes of the capital structures, and we expect this to be put in place in the next few months. With that, I'll hand you back to Ilham.

Thank you very much, Karim. So I hope today that you now have the key information that you have patiently waited for. I also wish to make 2 further important points. One, all investors matter to us, both debt and equity. And my message to our bondholders today is clear: Stay with us. Future is bright, and our future is strong. And we would like to give you the opportunity to share that extra stands with you as we open up 2 new volumes in our history book. Two, once our liability management achieves its goals in the October time frame, we will turn our attention to the 2 Capital Market Day. And at the risk of preempting a question that keeps coming now, we are not yet at the point at which we announced the future top leadership of each company, but it's going to come. And I thank you for your continued patience, as our focus right now is also to make sure that we continue to deliver strong performance in challenging markets. Now a great deal of thought has gone into this work, and we hope that you will join us in agreeing that the capital structure that we are sharing with you today will support each company as they unleash more value in the next chapters that await them. It's not easy to summarize everything we've shared with you today, but I will highlight my top 3 takeaways: strong companies, strong balance sheet and strong prospects. I want to express my appreciation to the Solvay team for all the work and the progress in the last 4.5 years. I'm also particularly appreciative of the fact that the strength we've seen in our businesses are increasingly visible from the outside. As you get to know me by now, you would realize that there are no taboos or sacred cows. I know what some of you maybe have doubt that the split of Solvay could create weakness. I hope that after today, this question mark will be somewhat behind us. Going forward, Solvay will be accelerating its path to strong industry leaders that will be formidable competitors, winners in their fields, attractive employers, delivering a great deal more value than when they were joined at the hip. As I said before, the best is ahead of us. While it isn't the main topic of the day, it would be remiss of me not to say a few words on the current trading environment. Like most of the companies in our industry, we are seeing sharper volume declines across the majority of our businesses signaling that there is no end in sight yet to the destocking we've been seeing for the past few months. The good news is that our gross margins are holding up well. You will remember that we indicated the decline in EBITDA in Q2 sequentially of around 5% to 10%. And based on what we see today in this environment, we expect it to be much closer to the 10 than the 5, indeed. Looking beyond the second quarter, visibility remains limited beyond the next 3 months, and there are no signs of any recovery at this stage. So at this stage of the -- of my remarks, I would normally turn to you to ask questions. But before that, there is one more thing. Over the past few months, we have been on this incredible journey to create these 2 new companies. And now I'm excited -- I'm in fact honored to unveil their names. This is a momentous occasion for all of us and for me, not only because it's the culmination of so much hard work, and of our teams, of course, but also because naming something makes it real. Now I've been asked this question many times, "Will you keep the Solvay name?" So let's talk about the name. And I can say that Solvay has a beautiful 160-year legacy that will be passed on for generations to come. And the names of our 2 new champions reflect this perfectly. As you know, EssentialCo was always about creating products that are essential to our everyday lives and fulfill the basic needs of humanity. Of course, over the past 160 years, our obsession to reach excellence has been driving us to become true masters of our processes. Remember that it was Ernest and Alfred Solvay, who mastered the Soda Ash process by achieving a technological breakthrough, which has enabled many other disruptive innovations. We work together to create this fit in manifesto for EssentialCo, which perfectly captures that spirit. It has been shared at the Shareholders' Meeting, but let me share it again with you, as you can see here on the screen. That's why our EssentialCo businesses are going from -- and this is the brand of the Solvay today to this. And I'm delighted to introduce you Solvay: Same name, but a different look, a new company that will be mastering the elements that are essential to our world. And between you and me, there was no other choice but the name Solvay for EssentialCo. The name holds so much value because it embodies our founder's spirit and our 160-year history. It's also special for our clients and many other stakeholders because it stands for innovation, quality and reliability. This fabulous new company will create essential solutions that are needed for the progress of our planet and its people. It will enable vital solutions that are at the heart of people's everyday lives. And what an inspiring mandate. So now let me move to SpecialtyCo. SpecialtyCo has always been about exploration and forging new frontiers and enabling groundbreaking scientific innovation. Solvay's legacy of scientific exploration goes back to 1911. Remember, when our founder Ernest Solvay brought 24 of the world's most brilliant scientific minds together, including Marie Curie and Albert Einstein, amongst others, for the very first Solvay Conference. In fact, the impact was so profound that the UNESCO World Heritage Committee decided just a few weeks ago to inscribe the archive of the Solvay Conferences for physics and chemistry in its memory of the world register. So we're energized and inspired by this. We crafted this brand manifesto, you've already heard probably from the assembly general meetings. Now drum roll please, it's time to reveal the brand. I'm proud to introduce you to SYENSQO, a new company of explorers who will usher in breakthroughs that will advance humanity's progress. The name SYENSQO was chosen as a connection to our strong history of science at the service of humanity. Let me break it down for you. The SY links back to the first and last letter in Solvay. The EN is a nod [ panegyric ] to Ernest Solvay's name. Science obviously refers to Solvay's scientific heritage going back to the 1911 Solvay Conference. And in fact, that 1911 conference could be seen as the origin of SYENSQO, or its birthday. The Q points to the same 1911 Conference. And did you know that conference made the foundation for quantum physics and launched one of the greatest scientific journeys ever, still feeding cutting-edge innovation today? Our SYENSQO explorers will dream big and make the impossible possible, solve the unsolvable and pioneer the science of tomorrow. They will create solutions and innovations that are the catalysts that open new frontiers for the planet and its people. And I feel inspired by that. So these are our 2 champions together, SYENSQO and Solvay, and I couldn't be more proud, and I can't wait to see what amazing things they will both achieve. So now with that, Karim and I, we are ready to take your questions.

Thank you, Ilham. We will now move to the Q&A part of our broadcast. Operator, please open the line for questions.

Thank you. [Operator Instructions] The first question today comes from Chetan Udeshi of JPMorgan. Please go ahead.

We can't hear you, Chetan, maybe you are on mute. And good afternoon.

Can you hear me now?

Yes, we do.

Thanks for all the details. I was just following up on the point Karim made about the separation costs. I mean, I heard a number of EUR 400 million to EUR 500 million. I'm sorry, but we've not had these separations in chemicals, so I don't know how much it costs, but EUR 400 million to EUR 500 million seems huge. So can you maybe give us some color on how much of this is more technical because of the -- I don't know, are you paying off some of the deferred tax liabilities or something of that sort? Because I don't think the fees to lawyers, bankers, et cetera, will be that big. So I'm just curious why the number is so high. And the other bucket that you mentioned, of the cash out, does that include -- is it fair to assume that you've also provisioned maybe to settle something on PFAS, if there was an opportunity that you see in the remainder of the year?

I think these are great questions. Thanks, Chetan. So look, fundamentally, what I can say is, the majority of that number is more related to taxes. And yes, I know it's really difficult to compare one company to another. And remember one thing, we have very old businesses, which actually have very low tax basis. So there are differences between one company and another. There is nothing to do with fees there. Fees is a drop in the ocean on this, we're very, very frugal. Maybe it's right to describe, when it comes to fees, we pay competitive rates, and that's about all. But to the other point, fundamentally, we are looking at derisking the balance sheet. There's nothing that we're talking specifically on PFAS, whatever -- what we are saying is that we are going to be deleveraging, and I mentioned pensions, for example. And this is not new to us, by the way. This is a continuation of what we've started in the past. And that -- as you've seen in the past, we'll continue to create value. The other thing is in taxes, yes, it's true that it's much lower in the merger than a straight sale. But when you're carving out from one branch to another, you can crystallize taxes, and in some jurisdictions, there are limitations. What I would say, this is an acceleration rather than the creation of a new liability.

And Chetan, I mean, we can share with you this off-line. If we did a benchmark on the one-time separation cost, right, for publicly-traded companies and those which made it public, obviously. Often, they are split from the parent co and as a percentage of revenues, we can always see that it's between 3% to 5%, 6%, that's basically the benchmark of...

Of revenues.

Of revenues. Yes, of revenue, of course. So this is not something -- and I've been through few in my life, right, In the U.S., from the downtime, et cetera. So of course, we are going to try to do -- this is a prudent estimate and we will do everything it takes to make it as small as possible. But there -- there is nothing which is out of benchmark.

Absolutely. And the key word, what Ilham said, prudent. We want to make sure we have the right figures so we don't get surprised and our capital structures are robust. That to me is a very strong intent, let's say. And as Ilham said, the goal is to do better than that.

And the other one is because we continue transforming, guys. I think you've seen us since 2019 doing what it takes. The pension -- [indiscernible] is with us with the team in the room, actually. So we are -- we've been funding our pensions -- unfunded pension since 2019, and we will continue. And we will execute before the end of the year, some other jurisdictions. So we'll continue transforming and, yes, improving the balance sheet.

Our next question comes from Alex Stewart of Barclays.

There's been a lot of detail, so I missed some of it. But just to go back to Chetan's point. So I think at EUR 400 million to EUR 500 million of the separation cost plus EUR 300 million of voluntary pension costs and restructuring costs. Is that correct? And could we -- just to your point on taxes, how much of this is reducing some sort of deferred tax liability on the balance sheet? It's useful to know what the actual cash expense is. And are you talking about cash costs or P&L costs? So is this after the tax savings? Just a bit more detail because we can't find it written down anywhere in the presentation, so...

Yes. I think at this stage -- because, again, these are intentions and plans. I'm not going to give a lot more detail because we're still in discussions with relevant stakeholders, be it trustees, et cetera, and you can understand that. What I can tell you is, I'm talking about cash here. I'm not talking about paper or accounting or deferred tax. This is cash. And this is part of, let's say, embarking our stakeholders and creating value for ourselves as well. So talking about cash, fundamentally here.

Okay. That's very helpful. And perhaps if I could just, I have one other question. The -- if you were to need to provide for new environmental-related costs, which are not at the moment on your balance sheet, how would you apportion those across the 2 companies? Because they will obviously be the old Solvay legal entity. But let's say, for example, PFAS provision in a couple of years. How would you choose them, please?

That's a great question. So I think the fundamental principle, where the liabilities follow the company, this is about legal entities. So PFAS, take that example, belongs in the legal entity, which is part of the branch and the family of SpecialtyCo or SYENSQO, as we're going to refer to it in the future. So anything that happens, exposures, whatever, will be there. So when we publish contingent liabilities, you will find that eventually in the right branch as well. The two companies will be totally independent. There'll be no leaks. There'll be no crossover between the two, and that's really important.

And I think on PFAS, Alex -- I mean, well, I appreciate that you are receiving a lot of details, but I hope that it will give you enough before the spinoff to get clarity. On PFAS, seen in italics, we put EUR 93 million in quarter 3 last year on our cleanup estimated cost of New Jersey department. So as we told you, this is a story of 2 good Co's and liabilities will stay with the business.

Our next question comes from Andreas Heine of Solvay (sic) [ Stifel ].

I'm Andreas Heine from Stifel actually. I'd like to come back to this PFAS issue. If I look on the [ Pierre DuPont ], that was that the 3 successors all have to pay something on this. So [indiscernible] also affected. So maybe you can explain to me why this is different at your place? And then yes, you referred to this EUR 300 million being cash-related to the second bucket, going into pensions, and then you were talking about restructuring. At this stage, I would assume that restructuring is only provisioning rather than being already on the cash side. And maybe adding to the process of the separating to the companies. So whenever there was a spin-off, I'm aware that pensions were spin off in a way that the company which is spin-off in this case, the SYENSQO that one is taking only the pension liabilities for the active employees. So they are the smaller but have a longer duration and might increase in the company more. And the very last one is more on the portfolio. I know that you put all together, which belongs to oil and gas, and we're considering to have a strategic solution for this. It was not mentioned in this presentation. How do you think about this part of the specialty group, please?

Okay. So there were many questions. I hope someone can repeat it. Yes, I'll start with the PFAS again to close this, I hope. There has been no change, right, on the PFAS side. Like I just mentioned to Alex, provision of $93 million (sic) [ EUR 93 million ] , which represents the estimate we have on the remediation cost in our operation. And this spending, by the way, will take place in the next 20-year period. If there are changes, we will let you know. What we say today is that the provision -- and that's what Karim shared with you -- have been assigned to the associated businesses. And therefore, for PFAS, it will be part of SpecialtyCo call liabilities, right? So the environmental liabilities allocated to EssentialCo and SpecialtyCo, as we showed you -- and I think it was in the press release amount respectively to EUR 400 million for EssentialCo and EUR 300 million for SpecialtyCo. Liabilities -- that's it, what's the next...

Let me elaborate -- just try for one thing on the restructuring costs. If you noticed that in Q1, we took an additional provision of 80 million, that was noncash, and we had provisions that we took in the past in the restructuring. So what are we saying? We're saying part of the cash out we're seeing -- we're anticipating for the second half actually is around accelerating that cost restructuring. So it's cash, not accounting, which helps us to actually really get ahead of the curve for both companies.

And on pensions, I think we have hedges on pensions, right, so we saw to funding. So we do not expect to increase...

The natural hedge by virtue of matching of liabilities and assets, correct.

Yes. There was another question. We missed...

Andreas, did we miss the question, yes?

Yes, the oil and gas one.

The oil and gas. Yes, indeed. I mean, we continue looking at strategic options. I think I kept repeating this sentence, right so, but frankly, there is no rush there. The time will -- I mean you know that the business has been turned around, and it's running better and better. I could -- our teams who make that turnaround, get back stability and now we are gaining market share. So I think the only question is about timing, and the timing probably post-split, we'll see if we get the right ticket for this business, we'll let it go. If not, it's been run perfectly well within the portfolio. So the same strategy, no change there.

The next question comes from Sebastian Bray of Berenberg.

I have 2. Firstly, could you give us a hint of how the corporate costs have been divided across the 2 companies? Is it roughly in proportion to EBITDA or has more gone to EssentialCo? And then just a question on Slide 49. If we have EUR 800 million of cash effective costs that are associated with this split, does the gross debt figure for the 2 daughter companies at the spin-off date include, in the lease liabilities and other debt, additional financing that may have to be raised to offset the cash drag? In other words, is this actually the figure that will appear? Or is it going to be higher because the costs of splitting up the company have to be met?

Okay. On corporate costs, I mean, there are a couple of things. One is you're really going to have to wait until we include and give you much clear indication at the Capital Markets Day what the future looks like for each company. What I can say to you is that, yes, of course, as you send up 2 companies, there are dissynergies but -- as very factual. But restructuring costs, cash out, rather, tells you a lot around we're getting ahead of the curve to preempt and minimize, and that won't be material. But we'll come back to you on that later in the year.

And before you move to the second question, Karim. Sebastian, we also started -- and I think that's what Karim said in the second bucket of EUR 300 million or EUR 400 million of onetime cost is that we are engaged in restructuring, right, and transform in the second half to help the company to already start washing of the dissynergies. So you will see obviously some costs getting in because you send up 2 companies with leadership, et cetera. But we have -- we are launching 2 companies, and this is the first time in my career doing it this way, not as a day 1 operating model, we call it DOM in the company, that's December model, which is different from EssentialCo to SpecialtyCo, but we are launching them with the target operating model, and hopefully, they will reach it as quickly as possible. And that journey is now starting at the second half, and I can tell you that day 1 in running those 2 companies is first of July. So under my leadership and the leadership of my executing committee, we are starting now already to run the company, the 2 companies in a way in the shadow, right, behind the curtain as 2 companies. Karim, the second question from Sebastian?

Sebastian, I have to clarify the second question. It wasn't too obvious for me, if you can maybe help me, please?

So the Slide 49 showing the gross debt of the 2 daughter groups. Does this gross debt include an allowance for what will have to be raised to cover the EUR 800 million cost of splitting? Or is this something that just emerges over 18 months? Perhaps another way of putting it is, does Solvay as a combined group raise an incremental EUR 800 million of gross debt and then services cash cost? Or is it cash cost that is serviced by the 2 daughter groups over the space of 12, 18 months after split?

That's a great, great question. Fundamentally, a lot of that cash out will happen between now and December, therefore, between now and spin. So a lot of it will be already behind us. To the extent that our residual cash out and other company that will have the financial resources to handle it, none of that will impact our targeted and take on the gross debt figures, and that's the key. And remember, we've taken number -- we've indicated being prudent. Yes, exactly.

The maximum leverage, Sebastian, on our power to the pension, the restructuring, et cetera -- because we want to be cautious and ensure that the rating agencies get the onetime clear. Plus, as you know, the hybrids as well, right? Costs. Back to you.

Our next question comes from Jaideep Pandya of On Field Research.

Could you just give us some indication about the financing costs and the pension cost for both the companies? I think I wrote the EssentialCo, but I missed SpecialtyCo, so if you can be kind enough for that. And then just on the last one, Ilham you mentioned about the targeted leverage. What is the targeted leverage for individual companies? And in your discussions with rating agencies, what was the feedback? Because both companies had a phenomenal 2022 in the historical context. So what was the feedback with regard to earnings growth projections with the -- as to the rating agencies?

The lines were unclear. So let me start with the leverage conversation. First and foremost, we were very mindful of not being too specific on the leverage because what here, particularly when you have other important obligations, be it pensions, environmentals, if you look at credit rating. And that's where we're very, very -- really, really happy with the outcome there. What I would also say, though, just to make one precision is it doesn't matter what 2022 looks like. What really matters when you look at Credit Rating Assessment is the forward-looking views, the scenarios of the future. And that's why they spend that time challenging, looking -- and obviously, as you expect them to look at the world in a conservative way. So they will be looking -- I'm not going to speak for them, obviously, but they will be looking to do their own assessments on a forward-looking basis. What I will also say, you can see their own pronouncements on what they expect 2023 to look like. I'm not going to say they're right or wrong. This is their independent view. But what it tells you is one thing. It tells you that '22 is not a one-off. And that's important.

That's important. And Jaideep, we didn't define the specific leverage threshold, though we have, of course, confirmed that what company will have strong balance sheet. EssentialCo is committed to an investment grade and SpecialtyCo is committed to even a strong investment grade. So I think you weigh in those numbers. On the earnings, I think, obviously, the future will tell us. For me, 2022 was not a peak for Eco. Eco is very diversified, by the way, set of businesses, 40% of it only is soda ash, the rest is hydrogen peroxide, silica, et cetera. And we have -- you remember in our webinar on soda ash from earlier this year, you would have seen that the resilient growth of the business was 5% CAGR growth in profit from 2013 to 2022 included, right? So it gives you a bit of perspective what's really the CAGR. Plus, you've seen the peak to trough, right, for the company? And this across a large cycle, this is 2017, 2019, including many peers in the bottom right, so it shows you that this business is highly resilient. Diversification -- as an investor, there is diversification in geography, in technologies, right? In the type of businesses and markets. And so resiliency is really the common denominator of EssentialCo businesses. Back to you.

I didn't quite get your first question on cost and pensions. What information did you look for, Jaideep?

Just regarding the financing cost and the pension costs for both the companies.

Okay. Financing costs, fundamentally, just look at the situation today. We're giving you an indication of what we're looking to retire, what we're looking to consent. And we've also said EssentialCo is going to have to issue new debt. Now that is what our plan is, and that's what we're confident in delivering. So another way to look at the question is, by retiring costlier hybrid debt and issuing new bonds at today's market, what's it going to cost you, 5-year money, 4%, 4.5%? It will be a wash. There will be an impact of any significance on our financing charges for both companies, and that's really good news.

The next question comes from [indiscernible] [ Laurent Vergnault ] Credit Suisse.

And thanks for the detailed presentation, that's very much appreciated. My first question is really genuine question, but as bondholders, we transfer to SpecialtyCo. Is there any possibility that the SpecialtyCo will have to repay any instrument that would have any change of control provision? Or is that just impossible? The second question is about, I would say, the end game and the longer-term strategy. I mean, I understand the credit story of unlocking value by separating these 2 businesses, but is there any possibility of maybe the next step would be the disposal of maybe the SYENSQO? Or are you not worried that SYENSQO would be maybe more vulnerable to any aggressive takeover in the future?

Interesting question. Let me start with the first one. So of course, we look at all the right obligations to every one of our bonds. And that's why when we concluded that given that we have SpecialtyCo BBB+ that we're offering might [ access ] the refusal at priority to existing bondholders to upgrade their credit exposure from the BBB Solvay to the BBB+ SpecialtyCo. But getting consent, what does that mean? It means that, that they will come to maturity at the time that each bond is today. So there will be no change whatsoever there, which is very much, I think, the right outcome of the way to look at this. To your second point on vulnerability to takeover, do you want to take that, Ilham?

Yes. Well, I think, I mean -- and you talked about SpecialtyCo, right? I mean when you compare the size of SpecialtyCo compared to any of its peers, right? And I think we did the benchmark. It's really a large company by any means, right, in term of size, in term of profit, et cetera. So that's number one. It's extremely -- has a very strong balance sheet with liquidities, right, with the debt ratio which will allow us actually to continue growing with disciplined capital allocation, obviously, and being committed, as I said, to a strong investment grade. The beauty with SpecialtyCo is that it has a fabulous pipeline. I mean when you look at EUR 10 billion of opportunity between just batteries platform, thermoplastic, green hydrogen, biomaterial full growth platform which belongs to the SpecialtyCo. It shows you that even organically, with the existing customers, with existing technologies, some of them will need to be reimagined and innovate, but we know it. We master it, right? So it's something where -- and it has a repeatable model, right? So I mean when you go to a light way in automotive, you know the breadth of our portfolio. If you have an Audi platform and a car, you can go and do it at GM and Toyota and Tesla. So the repeatability of the platform give us scale, right, at low risk. So I'm very excited because I think SpecialtyCo has the size, the critical mass, the understanding of the customers, the key accounts, I mean, they don't see their future without us. And I think this is extremely important in delivering in this. And the balance sheet is there, right, to really support any further either CapEx organic growth or looking at adjacencies with discipline. I think you've seen me very disciplined in M&A since 4.5 years. Yes, we've been -- we just acquired a biotech competencies and lab in Boston a few months ago because SpecialtyCo businesses, they need it because they want to grow their circular business and become that biomaterial tech company, which they can reach.

Let me add something here to this, Ilham, because it's a really interesting question. I'm going to suggest that the word vulnerability doesn't belong here. What do I mean about that? I'd like to look at what S&P says about our businesses compared to others. So they say that SpecialtyCo has a strong business risk profile. Do you know what that means? It means we're in a very small company now, there are 4 companies that really have that same kind of profile, Telenav, Eastman, Evonik, Sika. And that's it, everybody else is either fair or satisfactory. So companies that we admire, we really appreciate, be it Arkema, Akzo, Ashland, Hexcel, Clarion, Huntsman, Olen, and the list goes on. This is weaker business profile than SpecialtyCo. And actually, EssentialCo is in the same rating. And that, to my mind, says this is why we have fantastic outcomes. Because the business risk profile is about geography, industry and competitive positioning. That's what brings the strength.

And for that investor, the fact that this company's chunk is excellent.

Absolutely.

Back to you.

I think we have no additional questions. So I'm going to close the call. Thank you so much for everybody's participation today. And of course, you can continue to contact the IR team if you have additional questions. Thank you. Goodbye, everyone.

Thank you.

And that does indeed conclude today's conference call. Thank you all for participating, and you may now disconnect.