Saint Gobain Or Regulatory News (COD)

5 Oct 2005 07:58

Takeover Panel05 October 2005 2005/38 COMPAGNIE DE SAINT-GOBAIN ("SAINT-GOBAIN") BPB PLC ("BPB") OFFER TIMETABLE EXTENDED Rule 31.9 of the Code requires that all material new information shouldordinarily be published by an offeree company by the 39th day following theposting of the offer document. Normally, therefore, the last day forpublication by BPB of material new information in the context of the offer bySaint-Gobain (the "Offer") would be Sunday, 9 October. Saint-Gobain filed theForm CO required by the EC merger regulation on 30 September. Therefore, underthe Commission's procedures, a decision as to whether or not it will initiateproceedings under Article 6(1)(c) of Council Regulation (EC) 139/2004 may not beannounced (the "Announcement") until 23 November. In these circumstances, the Executive has ruled that "Day 39" will be deemed tobe the second day after the announcement of that decision. "Day 46" (the last date for posting a revised offer) and "Day 60" (the date bywhich an offer must become unconditional as to acceptances) will also beextended accordingly. The next closing date of the Offer will not be affectedby this extension. Saint-Gobain has undertaken that neither it nor any person acting in concertwith it will acquire for value or agree to acquire for value any interest in orrights over any shares in BPB (other than through acceptances of the Offer)until the Announcement unless: • any person (other than an institutional investor whose normal activities involve it in acquiring, holding, managing and disposing of investments in publicly traded companies in the ordinary course of such activities) acquires any interest in shares in BPB which, together with any other shares in which that person or any person acting in concert with that person holds an interest, carry more than 3% of the votes ordinarily exercisable at general meetings of BPB; or • an announcement pursuant to Rules 2.4 or 2.5 of the Code or Rule 4 of the Rules Governing Substantial Acquisition of Shares is made in respect of any offer or possible offer for shares in BPB other than by Saint-Gobain or any person acting in concert with it; or • BPB announces the convening or proposed convening of a general meeting of its shareholders the purpose or one of the purposes of which is to consider a resolution to approve any matter requiring such approval pursuant to General Principle 7 or Rule 21 of the Code; or • the Offer lapses. Each of the parties has accepted the Executive's ruling. 5 October 2005 This information is provided by RNS The company news service from the London Stock Exchange