Last checked at 30 May 2013 13:28
CORRECTIONS TO FINAL TERMS
Compagnie de Saint-Gobain, société anonyme with registered office at Les Miroirs, 18, avenue d'Alsace, 92400 Courbevoie, France (the "Issuer")
Reference is made to the Prospectus dated 20 July 2011 (the "Prospectus"). Terms used in this notice shall, unless otherwise defined or the context otherwise requires, have the meanings given to them in the Prospectus.
The Issuer notifies the following corrections of manifest errors to the final terms dated 27 June 2012 of Series 18 (ISIN XS0795932499) and the final terms dated 27 June 2012 of Series 19 (ISIN XS0795838126) (together, the "Notes") under its EUR 12,000,000,000 Medium Term Note Programme:
(a) The Calculation Amount (paragraph 6(ii)) is modified to "EUR 100,000" from "EUR 1,000" in the original final terms;
(b) The Final Redemption Amount of each Note (paragraph 22) is modified to "EUR 100,000 per Calculation Amount" from "EUR 1,000 per Calculation Amount" in the original final terms; and
(c) The Early Redemption Amount of each Note (paragraph 23) is modified to "EUR 100,000 per Calculation Amount" from "EUR 1,000 per Calculation Amount" in the original final terms.
Please find the amended and restated final terms for series 18 in Annex A and for series 19 in Annex B hereto. In all other respects, the Prospectus and the terms of the Notes shall remain in full force and effect.
For further information, please contact:
Florence TRIOU-TEIXEIRAHead of Investor RelationsCompagnie de Saint-GobainTel. + 33 1 47 62 45 19
DISCLAIMER - INTENDED ADDRESSEES
Please note that the information contained in the Final Terms may be addressed to and/or targeted at persons who are particular types of investors and residents of particular countries only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the Final Terms are not addressed. Prior to relying on the information contained in the Final Terms you must ascertain from the Final Terms whether or not you are part of the intended addressees of the information contained therein.
Your right to access this service is conditional upon complying with the above requirement.
ANNEX A
FINAL TERMS
(Amended and Restated)
23 May 2013
Compagnie de Saint-Gobain
Issue of EUR 45,000,000 EUR 10 year CMS Linked Notes due 28 June 2024 (the "Notes")
under the EUR 12,000,000,000Medium Term Note Programme
This document is the Final Terms for the issue of the Notes described herein and supersedes the Final Terms dated 27 June 2012 in respect of the Notes. The purpose of the Amended and Restated Final Terms is to correct the manifest errors contained under paragraphs 6 (ii), 22 and 23.
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the prospectus dated 20 July 2011, the Prospectus Supplement No. 1 dated 10 August 2011 and the Prospectus Supplement No. 2 dated 2 March 2012 (together, the "Prospectus") which constitute a prospectus for the purposes of Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the Relevant Member State) (the "Prospectus Directive"). This document constitutes the final terms of the Notes (the "Final Terms") described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus.
THE NOTES CONSTITUTE OBLIGATIONS WITHIN THE MEANING OF ARTICLE L.213-5 OF THE FRENCH CODE MONETAIRE ET FINANCIER.
1. | Issuer | Compagnie de Saint-Gobain |
2. | (i) Series Number: | 18 |
(ii) Tranche Number: | 1 | |
3. | Specified Currency or Currencies: | EUR |
4. | Aggregate Nominal Amount of Notes admitted to trading | |
(i) Series: | EUR 45,000,000 | |
(ii) Tranche: | EUR 45,000,000 | |
5. | Issue Price: | 100 per cent. of the Aggregate Nominal Amount |
6. | (i) Specified Denominations: | EUR 100,000 |
(ii) Calculation Amount: | EUR 100,000 | |
7. | (i) Issue Date: | 28 June 2012 |
(ii) Interest Commencement Date: | Issue Date | |
8. | Maturity Date: | 28 June 2024 |
9. | Interest Basis: | Index Linked Interest(further particulars specified below) |
10. | Redemption/Payment Basis: | Redemption at par |
11. | Change of Interest Basis or Redemption/Payment Basis: |
Not Applicable |
12. | Put Options: | Not Applicable. |
Call Options: | Not Applicable | |
13. | (i) Status of the Notes: | Senior Unsecured |
(ii) Relevant corporate authorisation(s) required for issuance of Notes: |
Board Authorisation and Decision to Issue by duly authorised officer | |
(iii) Date(s) of relevant corporate authorizations for issuance of Notes: | 16 February 2012 (Board Authorisation); 14 June 2012 (Decision to Issue) | |
14. | Method of distribution: | Non-Syndicated |
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | ||
15. | Fixed Rate Note Provisions: | Not Applicable |
16. | Floating Rate Note Provisions: | Not Applicable |
17. | Zero Coupon Note Provisions: | Not Applicable |
18. | Index-Linked Interest Note/other variable-linked interest Note Provisions: |
Applicable |
(i) Index/Formula/other variable: | The Index Linked Interest Rate (expressed as a rate per annum) will be determined by the Calculation Agent in accordance with the following formula, subject to the application of the Minimum Rate of Interest and Maximum Rate of Interest: EUR CMS 10 Year + 1.19%. The Interest Amount payable in respect of each Note on the relevant Specified Interest Payment Date will be obtained by multiplying the relevant Index Linked Interest Rate by the Specified Denomination. Where: "EUR CMS 10 Year" means the annual swap rate for Euro swap transactions with a maturity of 10 years, with reference to Reuters Screen "ISDAFIX2" Page, expressed as a percentage, under the heading, "EURIBOR BASIS - EUR" and above the caption "11:00 AM FRANKFURT" as of 11:00 am Frankfurt time, and observed by the Calculation Agent on each Fixing Date. "Fixing Date" means two TARGET Business Days prior to the beginning of each Interest Period.
| |
(ii) Calculation Agent responsible for calculating the interest due: | Crédit Agricole Corporate and Investment Bank | |
(iii) Provisions for determining Coupon where calculation by reference to Index and/or Formula and/or other variable is impossible or impracticable or otherwise disrupted: | If on any Fixing Date the EUR CMS 10 Year does not appear on Reuters Screen ISDAFIX2 Page, such rate will be determined by the Calculation Agent, in good faith and in a commercially reasonable manner, in accordance with the Floating Rate Option "EUR-Annual Swap Rate-Reference Bank" (as defined in the 2006 ISDA Definitions) for a period of 10 years. | |
(iv) Specified Interest Payment Dates or Interest Periods: | Annually, on 28 June of each year from (and including) 28 June 2013 to (and including) the Maturity Date | |
(v) Business Day Convention: | Modified Following Business Day Convention, applicable for payment only | |
(vi) Additional Business Centre(s): | Not Applicable | |
(vii) Minimum Rate/Amount of Interest: | In respect of each Interest Period from (and including) the Interest Commencement Date to (but excluding) 28 June 2014: 4.00% per annum In respect of each Interest Period from (and including) 28 June 2014 to (but excluding) the Maturity Date: 0.00% per annum | |
(viii) Maximum Rate/Amount of Interest: | 7.50% per annum | |
(ix) Day Count Fraction: | 30/360, Unadjusted | |
19. | Dual Currency Interest Note Provisions: | Not Applicable |
PROVISIONS RELATING TO REDEMPTION | ||
20. | Call Option: | Not Applicable |
21. | Put Option: | Not Applicable. |
22. | Final Redemption Amount of each Note: | EUR 100,000 per Calculation Amount |
23. | Early Redemption Amount of each Note payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in the Condition): | EUR 100,000 per Calculation Amount
|
GENERAL PROVISIONS APPLICABLE TO THE NOTES | ||
24. | Form of Notes: | Bearer Notes
|
Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for Definitive Notes only upon an Exchange Event | ||
25. | Financial Centre(s) or other special provisions relating to Payment Days: |
TARGET |
26. | Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): |
No |
27. | Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: |
Not Applicable |
28. | Details relating to Instalment Notes | Not Applicable |
29. | Redenomination, renominalisation and reconventioning provisions: |
Not Applicable |
30. | Applicable tax regime: | Condition 10 (Taxation) applies |
31. | Other final terms: | Not Applicable |
DISTRIBUTION | ||
32. | (i) If syndicated, names of Managers: | Not Applicable |
(ii) Stabilising Manager (if any): | Not Applicable | |
33. | If non-syndicated, name of Dealer: | Crédit Agricole Corporate and Investment Bank |
34. | Additional selling restrictions: | Not Applicable |
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted to trading the issue of Notes described herein pursuant to the EUR 12,000,000,000 Medium Term Note Programme of Compagnie de Saint-Gobain.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, no facts have been omitted which would render the reproduced information inaccurate or misleading.
Signed on behalf of the Issuer:
By: __________________________________
Name:
Duly authorised officer
PART B - OTHER INFORMATION
1. | LISTING | ||
(i) Listing: | London | ||
(ii) Admission to trading: | Application has been made for the Notes to be admitted to trading on the London Stock Exchange's Regulated Market with effect from the Issue Date. | ||
(iii) Estimate of total expenses related to admission to trading: |
GBP1,750 | ||
2. | RATINGS | ||
Ratings: | The Notes to be issued have been rated: | ||
S & P: BBB | |||
Moody's: Baa2 | |||
Moody's Deutschland GmbH is established in the European Union and has been registered under the CRA Regulation.
Standard & Poor's Credit Market Services Europe Limited is established in the European Union and has been registered under the CRA Regulation. | |||
3. | NOTIFICATION | ||
Not Applicable | |||
4. | INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE | ||
Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. | |||
5. | REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES | ||
Not Applicable | |||
6. | YIELD (Fixed Rate Notes only) | ||
Indication of yield: | Not Applicable | ||
7. | PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE AND OTHER INFORMATION CONCERNING THE UNDERLYING | ||
Not Applicable | |||
8. | PERFORMANCE OF RATES OF EXCHANGE | ||
Not Applicable | |||
9. | OPERATIONAL INFORMATION | ||
ISIN Code: | XS0795932499 | ||
Common Code: | 079593249 | ||
Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, societe anonyme and the relevant identification number(s): |
Not Applicable | ||
Delivery: | Delivery against payment | ||
Names and addresses of additional Paying Agent(s) (if any): |
Not Applicable | ||
ANNEX B
FINAL TERMS
(Amended and Restated)
23 May 2013
This document is the Final Terms for the issue of the Notes described herein and supersedes the Final Terms dated 27 June 2012 in respect of the Notes. The purpose of the Amended and Restated Final Terms is to correct the manifest errors contained under paragraphs 6 (ii), 22 and 23.
Compagnie de Saint-Gobain
Issue of EUR 50,000,000 EUR 10 year CMS Linked Notes due 28 June 2024 (the "Notes")
under the EUR 12,000,000,000Medium Term Note Programme
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the prospectus dated 20 July 2011, the Prospectus Supplement No. 1 dated 10 August 2011 and the Prospectus Supplement No. 2 dated 2 March 2012 (together, the "Prospectus") which constitute a prospectus for the purposes of Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the Relevant Member State) (the "Prospectus Directive"). This document constitutes the final terms of the Notes (the "Final Terms") described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus.
THE NOTES CONSTITUTE OBLIGATIONS WITHIN THE MEANING OF ARTICLE L.213-5 OF THE FRENCH CODE MONETAIRE ET FINANCIER.
1. | Issuer | Compagnie de Saint-Gobain |
2. | (i) Series Number: | 19 |
(ii) Tranche Number: | 1 | |
3. | Specified Currency or Currencies: | EUR |
4. | Aggregate Nominal Amount of Notes admitted to trading | |
(i) Series: | EUR 50,000,000 | |
(ii) Tranche: | EUR 50,000,000 | |
5. | Issue Price: | 100 per cent. of the Aggregate Nominal Amount |
6. | (i) Specified Denominations: | EUR 100,000 |
(ii) Calculation Amount: | EUR 100,000 | |
7. | (i) Issue Date: | 28 June 2012 |
(ii) Interest Commencement Date: | Issue Date | |
8. | Maturity Date: | 28 June 2024 |
9. | Interest Basis: | Index Linked Interest(further particulars specified below) |
10. | Redemption/Payment Basis: | Redemption at par |
11. | Change of Interest Basis or Redemption/Payment Basis: |
Not Applicable |
12. | Put Options: | Not Applicable. |
Call Options: | Not Applicable | |
13. | (i) Status of the Notes: | Senior Unsecured |
(ii) Relevant corporate authorisation(s) required for issuance of Notes: |
Board Authorisation and Decision to Issue by duly authorised officer | |
(iii) Date(s) of relevant corporate authorizations for issuance of Notes: | 16 February 2012 (Board Authorisation); 14 June 2012 (Decision to Issue) | |
14. | Method of distribution: | Non-Syndicated |
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | ||
15. | Fixed Rate Note Provisions: | Not Applicable |
16. | Floating Rate Note Provisions: | Not Applicable |
17. | Zero Coupon Note Provisions: | Not Applicable |
18. | Index-Linked Interest Note/other variable-linked interest Note Provisions: |
Applicable |
(i) Index/Formula/other variable: | The Index Linked Interest Rate (expressed as a rate per annum) will be determined by the Calculation Agent in accordance with the following formula, subject to the application of the Minimum Rate of Interest and Maximum Rate of Interest: 185% x EUR CMS 10 Year. The Interest Amount payable in respect of each Note on the relevant Specified Interest Payment Date will be obtained by multiplying the relevant Index Linked Interest Rate by the Specified Denomination. Where: "EUR CMS 10 Year" means the annual swap rate for Euro swap transactions with a maturity of 10 years, with reference to Reuters Screen "ISDAFIX2" Page, expressed as a percentage, under the heading, "EURIBOR BASIS - EUR" and above the caption "11:00 AM FRANKFURT" as of 11:00 am Frankfurt time, and observed by the Calculation Agent on each Fixing Date. "Fixing Date" means two TARGET Business Days prior to the beginning of each Interest Period. | |
(ii) Calculation Agent responsible for calculating the interest due: | Crédit Agricole Corporate and Investment Bank | |
(iii) Provisions for determining Coupon where calculation by reference to Index and/or Formula and/or other variable is impossible or impracticable or otherwise disrupted: | If on any Fixing Date the EUR CMS 10 Year does not appear on Reuters Screen ISDAFIX2 Page, such rate will be determined by the Calculation Agent, in good faith and in a commercially reasonable manner, in accordance with the Floating Rate Option "EUR-Annual Swap Rate-Reference Bank" (as defined in the 2006 ISDA Definitions) for a period of 10 years. | |
(iv) Specified Interest Payment Dates or Interest Periods: | Annually, on 28 June of each year from (and including) 28 June 2013 to (and including) the Maturity Date | |
(v) Business Day Convention: | Modified Following Business Day Convention, applicable for payment only | |
(vi) Additional Business Centre(s): | Not Applicable | |
(vii) Minimum Rate/Amount of Interest: | In respect of the Interest Period from (and including) the Interest Commencement Date to (but excluding) 28 June 2013: 3.60% per annum In respect of each Interest Period from (and including) 28 June 2013 to (but excluding) the Maturity Date: 0.00% per annum | |
(viii) Maximum Rate/Amount of Interest: | 6.00% per annum | |
(ix) Day Count Fraction: | 30/360, Unadjusted | |
19. | Dual Currency Interest Note Provisions: | Not Applicable |
PROVISIONS RELATING TO REDEMPTION | ||
20. | Call Option: | Not Applicable |
21. | Put Option: | Not Applicable. |
22. | Final Redemption Amount of each Note: | EUR 100,000 per Calculation Amount |
23. | Early Redemption Amount of each Note payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in the Condition): | EUR 100,000 per Calculation Amount
|
GENERAL PROVISIONS APPLICABLE TO THE NOTES | ||
24. | Form of Notes: | Bearer Notes
|
Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for Definitive Notes only upon an Exchange Event | ||
25. | Financial Centre(s) or other special provisions relating to Payment Days: |
TARGET |
26. | Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): |
No |
27. | Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: |
Not Applicable |
28. | Details relating to Instalment Notes | Not Applicable |
29. | Redenomination, renominalisation and reconventioning provisions: |
Not Applicable |
30. | Applicable tax regime: | Condition 10 (Taxation) applies |
31. | Other final terms: | Not Applicable |
DISTRIBUTION | ||
32. | (i) If syndicated, names of Managers: | Not Applicable |
(ii) Stabilising Manager (if any): | Not Applicable | |
33. | If non-syndicated, name of Dealer: | Crédit Agricole Corporate and Investment Bank |
34. | Additional selling restrictions: | Not Applicable |
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted to trading the issue of Notes described herein pursuant to the EUR 12,000,000,000 Medium Term Note Programme of Compagnie de Saint-Gobain.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, no facts have been omitted which would render the reproduced information inaccurate or misleading.
Signed on behalf of the Issuer:
By: __________________________________
Name:
Duly authorised officer
PART B - OTHER INFORMATION
1. | LISTING | ||
(i) Listing: | London | ||
(ii) Admission to trading: | Application has been made for the Notes to be admitted to trading on the London Stock Exchange's Regulated Market with effect from the Issue Date. | ||
(iii) Estimate of total expenses related to admission to trading: |
GBP1,750 | ||
2. | RATINGS | ||
Ratings: | The Notes to be issued have been rated: | ||
S & P: BBB | |||
Moody's: Baa2 | |||
Moody's Deutschland GmbH is established in the European Union and has been registered under the CRA Regulation.
Standard & Poor's Credit Market Services Europe Limited is established in the European Union and has been registered under the CRA Regulation. | |||
3. | NOTIFICATION | ||
Not Applicable | |||
4. | INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE | ||
Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. | |||
5. | REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES | ||
Not Applicable | |||
6. | YIELD (Fixed Rate Notes only) | ||
Indication of yield: | Not Applicable | ||
7. | PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE AND OTHER INFORMATION CONCERNING THE UNDERLYING | ||
Not Applicable | |||
8. | PERFORMANCE OF RATES OF EXCHANGE | ||
Not Applicable | |||
9. | OPERATIONAL INFORMATION | ||
ISIN Code: | XS0795838126 | ||
Common Code: | 079583812 | ||
Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, societe anonyme and the relevant identification number(s): |
Not Applicable | ||
Delivery: | Delivery against payment | ||
Names and addresses of additional Paying Agent(s) (if any): |
Not Applicable | ||