Saint Gobain Or Regulatory News (COD)

17 Mar 2009 17:16



Paris, March 17, 2009

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA

The rights issue launched by Saint-Gobain on February 20 attracted a massive shareholder response. In all, 95.7% of the warrants ("Bons de Souscription d'Actions" or "BSAs") allocated to shareholders were exercised, leading to the issue of 103.3 million new shares for a total of €1.45 billion. 

To complete the transaction, a private placement of some 4.7 million new shares will be carried out on March 18 and 19, following the buyback of the unexercised BSAs.

The success of the rights issue attests to shareholders' confidence in Saint-Gobain's strong fundamentals and growth potential. The proceeds will be used to reduce net debt and thus strengthen the Group's balance sheet.

The exercise and trading period for the BSAs freely allocated on February 23, 2009 ended on March 6, 2009. During this period, 95.7% of the total number of granted and exercisable(1) BSAs were exercised.

Following Saint-Gobain's buyback, on behalf of the underwriters, of all BSAs that had not been exercised as of March 6, 2009, the Company is launching a private placement of the shares issued upon the subsequent exercise of these BSAs. The shares will be placed by the Lead Managers and Bookrunners for the original rights issue.

The private placement concerns 4,687,832 new shares.

It is expected to take place over two trading days, i.e. on March 18 and 19, 2009 (inclusive), but may close earlier without prior notice.

This private placement is intended solely for qualified investors both in France and outside France, excluding certain countries, notably the United States, Canada, Japan and Australia.

The price for the new shares offered in the private placement and the buyback price of the BSAs will be announced in a press release at the latest on March 19, 2009 after market close.

The new Saint-Gobain shares are expected to be issued and listed on March 23, 2009.

Information for the public

A prospectus approved by the French securities regulator (Autorité des Marchés Financiers - "AMF") under visa No. 09-042 on February 19, 2009 is available free of charge at the head office of Saint-Gobain, through the Joint Bookrunners, as well as on the websites of Saint-Gobain (www.saint-gobain.com) and the AMF (www.amf-france.org). 

Saint-Gobain draws the attention of investors to the information on risk factors presented in the prospectus approved by the AMF.

About Saint-Gobain.

Saint-Gobain, a worldwide leader in the residential construction markets, designs, manufactures and distributes building materials. With EUR 43.8 billion of sales in 2008, Saint-Gobain is present in 59 countries and employs nearly 210,000 people.

Disclaimer

This document constitutes an advertisement and not a prospectus.

This press release must not be published, released or distributed, directly or indirectly, in the United States of America (including its territories and possessions, any State of the United States and the District of Columbia),  Australia, Canada or Japan.

This press release and the information it contains do not constitute an offer to sell or subscribe or a solicitation of an order to buy or subscribe for securities. 

The distribution of this press release may be restricted by law or regulations in certain jurisdictions. Consequently, persons who are physically located in those jurisdictions and in which this press release is circulated, published or distributed must inform themselves with regard to, and conform to, those legal and statutory requirements.

The securities mentioned in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement under the Securities Act. Compagnie de Saint-Gobain does not intend to register any portion of the planned offering in the United States or to conduct a public offering of securities in the United States.

[1] 4,511,742 BSAs attributed to shares held in treasury on February 20, 2009 were cancelled.