Tessenderlo : Chemie proposes a rights offering

Brussels, September 17, 2014

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION TO WHOM OR IN WHICH THIS WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
This announcement does not constitute, or form part of, an offer or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for securities. This announcement is not a prospectus and investors should not purchase any securities referred to in this announcement except on the basis of information in the prospectus to be published in due course by Tessenderlo Chemie NV, subject to the approval of the capital increase by the extraordinary shareholders meeting, when approved by the Belgian Financial Services and Markets Authority in connection with the offering and admission to listing of the securities on Euronext Brussels.

Following its press release of 27 August 2014, announcing Tessenderlo Chemie NV's ("Tessenderlo") ongoing review of its funding structure and various funding options, Tessenderlo announces that its Board of Directors has decided today to propose to the extraordinary shareholders' meeting ("EGM") to proceed with a capital increase of €150 million to up to €200 million, depending on market conditions and other factors at the opening of the subscription period, with preferential subscription rights for Tessenderlo's shareholders. The reference shareholder, Verbrugge NV (part of the Picanol Group) has indicated its support for the proposed rights offering and intends in any event to exercise its rights.

The capital increase is intended:

 to provide funds for growth opportunities in each of its business segments;

 to strengthen the structure of Tessenderlo's balance sheet in view of the anticipated

refinancing of its corporate bond and syndicated loan facility;

 to finance historically driven non-recurring cash outs provided for in the balance sheet in respect of restructuring and environmental obligations; and

 to finance remediation investments and adherences to legal obligations of existing plants.

The Board of Directors has also resolved to convene an EGM on 29 October 2014, and a convening notice will be published to this effect in the coming week. In general terms, the following resolutions will be proposed to the EGM:

 Proposal to increase the share capital of Tessenderlo with an amount ranging from €150 million to up to €200 million, with preferential subscription rights for Tessenderlo's shareholders to subscribe for new shares, subject to the restrictions in the prospectus and the applicable securities laws, at a subscription price per share inferring a discount between

5% and 35% to the Theoretical Ex Rights Price, a range based on comparable transactions.

1 The enclosed information constitutes regulated information as defined in the Royal Decree of 14 November 2007 regarding the duties of issuers of financial instruments which have been admitted for trading on a regulated market.

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 Proposal to mandate an ad hoc committee consisting of Mr. Karel Vinck (chairing), Mrs.

Véronique Bolland and Mr. Philippe Coens to determine the final subscription price, the subscription ratio, the effective amount of the capital increase, as well as the timing of the opening of the subscription period and more in general to implement the decisions of the EGM. Mrs. Véronique Bolland, Mr. Philippe Coens and Mr. Karel Vinck are non-executive independent directors of Tessenderlo.

Subject to the approval by the EGM, the ad hoc committee will determine the timing and terms of the rights offering, depending on the market conditions and other factors at the time. It is expected that the transaction will take place in the fourth quarter of 2014. All existing shareholders will have the opportunity to fully participate in the transaction through the exercise of their preferential subscription rights, subject to the restrictions in the prospectus and the applicable securities laws. The warrant holders will (without prejudice to any restrictions resulting from local laws applicable to them) be entitled to an early exercise of their warrants in accordance with article 501 § 2 of the Belgian Companies Act so as to be able to participate to the transaction as a shareholder. The exercise price of any warrants not so exercised will be adjusted further to the anti-dilution protection provided for at the time of their issuance. Any subscription rights not exercised will be the subject matter of an institutional placement of scrips.

At the EGM of 29 October 2014, a quorum of at least 50% of the outstanding shares must be present or represented for the deliberation and voting on the proposed capital increase. If this quorum is not achieved, a second EGM will be convened on 18 November 2014. The quorum requirement will not apply at this second EGM. The proposed resolutions for the capital increase shall be passed if it is approved by at least 75% of the votes at the EGM. For further information on the proposed resolutions that will be submitted to the EGM, and on how to attend and vote at the EGM, reference is made to the notice convening the EGM that will be published shortly.

Subject to the approval by the EGM, the modalities of the transaction will be included in a prospectus that will be made available in due time and after approval by the FSMA.

KBC Securities is acting as Sole Lead Manager and Bookrunner in respect of the proposed capital increase by rights offering.

Tessenderlo Group is a worldwide specialty company, focused on food, agriculture, water management and on valorizing bio-residuals. The group employs about 5,000 people and is a leader in most of its markets, with a consolidated revenue of 1.8 billion EUR in 2013. Tessenderlo Chemie NV is listed on NYSE Eurolist by Euronext Brussels and is part of Next 150 and BEL Mid indices. Financial News wires: Bloomberg: TESB BB - Reuters: TesBt.BR - Datastream: B:Tes

Media Relations Investor Relations

Lars Vervoort Kurt Dejonckheere

+32 2 639 16 74  +32 2 639 18 41

This press release is available in Dutch and English on the corporate website www.tessenderlo.com

- under 'News & Media'

The contents of this announcement include statements that are, or may be deemed to be, forward- looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will", or "should", and include statements Tessenderlo concerning the intended results of its strategy. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. Tessenderlo's actual results may differ materially from those predicted by the forward-looking statements. Neither Tessenderlo nor KBC Securities undertake the obligation to publicly update or revise forward-looking statements, except as may be required by law.

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The information contained in this announcement is for background purposes only and does not purport to be full or complete. Any purchase of, or subscription for, securities in Tessenderlo to be sold in connection with the capital increase should only be made on the basis of information contained in the prospectus to be issued in due course and any supplements thereto, if any. The prospectus will contain certain detailed information about Tessenderlo and its business, management, risks associated with investing in Tessenderlo, as well as financial statements and other financial data.
The announcement should not be disseminated to the public in jurisdictions other than Belgium where prior registration or approval is required for that purpose. No steps have been taken or will be taken to offer securities outside of Belgium in any jurisdiction in which such steps would be required. The issue, exercise, purchase, subscription for or sale of the securities may be subject to specific legal or regulatory restrictions in certain jurisdictions. Tessenderlo assumes no responsibility in the event there is a violation by any person of such restrictions.
This announcement does not constitute, or form part of, an offer or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for securities in Tessenderlo in the United States, Australia, Canada, South Africa, Japan or any jurisdiction in which such an offer or solicitation is unlawful. In particular, the securities referred to in this announcement have not been, and will not be, registered under the US Securities Act of 1933 (the "Securities Act") or under the securities legislation of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of securities of Tessenderlo will be made outside of Belgium in connection with the capital increase.
This announcement is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article
49(2) (A) to (D) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This communication may be distributed in any member state of the European Economic Area, where no public offering will take place, which applies Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU (this Directive together with any implementing measures in any member state, the "Prospectus Directive") only to those persons who are investment professionals for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person may act or rely on this document or any of its contents.
KBC Securities is acting as sole Lead Manager and Bookrunner for Tessenderlo and no one else in relation to the capital increase, and will not be responsible to anyone other than Tessenderlo for providing the protections offered to their respective clients nor for providing advice in relation to the capital increase.
Tessenderlo assumes responsibility for the information contained in this announcement. None of KBC Securities or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Tessenderlo its respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of announcement or its contents or otherwise arising in connection therewith.

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