Report of Foreign Issuer (6-k)
October 23 2017 - 12:14PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October, 2017
Commission File Number: 001-15152
SYNGENTA AG
(Translation
of registrant’s name into English)
Schwarzwaldallee 215
4058 Basel
Switzerland
(Address of
principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
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Disclosure:
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“EXEMPTION
FROM OBLIGATIONS REGARDING THE MAINTENANCE OF LISTING
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Herewith we furnish a press release
related to Syngenta AG. The full text of the press release is the following:
# # #
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Syngenta International AG
Media Office
CH-4002 Basel
Switzerland
Tel: +41 61 323 2323
Fax: +41 61 323 2424
www.syngenta.com
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Media contacts:
Leandro Conti
Switzerland +41 61 323 2323
Paul Minehart
USA +1 202 737 8913
media.relations@syngenta.com
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Analyst/Investor contacts:
Andrew McConville
Switzerland +41 61 323 5059
USA +1 202 737 6521
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Basel, Switzerland,
October 23, 2017
EXEMPTION
FROM OBLIGATIONS REGARDING THE MAINTENANCE OF LISTING
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:
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I.
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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:
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a.
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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;
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b.
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Disclosure of management
transactions (article 56 LR);
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Syngenta – October 23, 2017 / Page
1
of 2
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c.
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Maintaining a corporate
calendar (article 52 LR);
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d.
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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).
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II.
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The exemption
pursuant to section I is effective with the publication of the ad hoc notice in accordance
with section VI.
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III.
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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:
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a.
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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.
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b.
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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;
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c.
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Dismissal
of the action to cancel the registered shares of the issuer by the Court of Appeal of
Basel-City;
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d.
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Appeal
to the judgment rendered by the Court of Appeal of Basel-City regarding the cancellation
of the registered shares of the issuer.
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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.
Syngenta – October 23, 2017 / Page
2
of 2
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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SYNGENTA AG
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Date:
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October 23, 2017
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By:
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/s/
Tobias Meili
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Name:
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Dr. Tobias Meili
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Title:
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Head Corporate Legal Affairs
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By:
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/s/
Markus Widmer
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Name:
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Markus Widmer
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Title:
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Legal Counsel
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