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20 May 2008 08:01
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THIS NOTICE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PARTΒ IN, INTO OR FROMΒ THE UNITEDΒ STATES,Β CANADA,Β AUSTRALIAΒ ORΒ JAPANΒ OR ANY OTHER JURISDICTION WHERE ITΒ IS UNLAWFUL TO DO SO
19 MayΒ 2008
Recommended cash offer
forΒ the whole of the issued share capital
Gibbs and DandyΒ plc
by
Saint-Gobain Building Distribution Limited
(an indirectΒ wholly-owned subsidiary ofΒ Compagnie de Saint-Gobain)
Posting of Offer Document
Further to the announcement made onΒ 07Β MayΒ 2008 regarding the recommended
cash offer to be made byΒ Saint-Gobain Building Distribution LimitedΒ ("SGBD")Β forΒ Gibbs and Dandy plcΒ ("Gibbs and Dandy") ("the Offer"),Β SGBDΒ announces that the Offer documentΒ containing the full terms of the OfferΒ (the "Offer Document") has today been posted toΒ Gibbs and DandyΒ Shareholders, together with the Form of Acceptance for Gibbs and Dandy Shareholders holding Gibbs and Dandy Shares in certificated form.
To accept the Offer forΒ Gibbs and DandyΒ Shares held in certificated form,Β Gibbs and DandyΒ Shareholders should complete, sign and return the Form of Acceptance, which accompanies the Offer Document, in accordance with the instructions contained therein and set out in the Offer Document as soon as possible and, in any event, so as to be received by Capita Registrars by no later than 1.00 pm onΒ 9 JuneΒ 2008.
To accept the Offer forΒ Gibbs and DandyΒ Shares held in uncertificated form (that is, in CREST),Β Gibbs and DandyΒ Shareholders should follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document so that the TTE Instruction settles as soon as possible and, in any event, by no later than 1.00 pm onΒ 9 JuneΒ 2008.
Copies of the Offer Document, the Form of Acceptance (for use by holders ofΒ Gibbs and Dandy SharesΒ in certificated form only) and the documents listed in paragraph 11 of Appendix IVΒ to the Offer Document are available for inspection during normal business hours on any business day at the offices ofΒ Pinsent Masons LLP, CityPoint, One Ropemaker Street, London EC2Y 9AHΒ while the Offer remains open for acceptance.
Terms used in this announcement shall have the meaning given to them in the Offer Document.
Enquiries:
Compagnie de Saint-Gobain
Investor Relations Department :
Mrs Florence Triou-Teixeira +33 1 47 62 45 19
Mr Alexandre Etuy +33 1 47 62 37 15
Mr Vivien Dardel +33 1 47 62 44 29
Media:
Sophie Chevallon +33 1 47 62 30 48
Gleacher Shacklock +44 207Β 484 1150
Kieran Murphy
Gleacher Shacklock, which is authorised and regulated by the Financial ServicesΒ Authority in the United Kingdom, is acting for SGBD and Compagnie deΒ Saint-GobainΒ and no one else in connection with the Offer and will not beΒ responsible to anyone otherΒ than SGBD and Compagnie de Saint-Gobain forΒ providing the protections afforded to clients of Gleacher Shacklock nor forΒ providing advice in relation to the Offer or to the matters referred to in thisΒ announcement.
Panmure Gordon, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting for Gibbs and Dandy and for no one else in relation to the Offer and will not be responsible to anyone other than Gibbs and Dandy for providing the protections afforded to customers of Panmure Gordon nor for providing advice in relation to the Offer or any other matters referred to in this announcement.
This announcement is not intended to and does not constitute, or form any partΒ of, anΒ offer to sell or the solicitation of an offer to subscribe for or buyΒ any securities, nor shallΒ there be any sale, issue or transfer of theΒ securities referred to in this announcement inΒ any jurisdiction inΒ contravention of any applicable law. The Offer is made solely byΒ means of theΒ Offer Document and, in the case ofΒ Gibbs and DandyΒ SharesΒ held in certificated form, the Form ofΒ Acceptance accompanying the Offer Document.
The making of the Offer in jurisdictions outside theΒ United KingdomΒ or to Overseas Shareholders or to nominees of or trustees for Overseas Shareholders may be prohibited or affected by the laws or regulatory requirements of the relevant overseas jurisdictions. Such Overseas Shareholders should inform themselves about and observe any applicable legal requirements of such jurisdictions. It is the responsibility of any Overseas Shareholder wishing to accept the Offer to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, compliance with other formalities needing to be observed and the payment of any issue, transfer or other taxes or duties or requisite payments due in such jurisdiction. Any such Overseas Shareholder will be responsible for payment of any such issue, transfer or other taxes, duties or other requisite payments due in such jurisdiction by whomsoever payable, and SGBD and Compagnie de Saint-Gobain (and any person acting on the behalf of either) shall be entitled to be fully indemnified and held harmless by such Overseas Shareholder for any such issue,Β transfer or other taxes or duties or other requisite payments as SGBD and Compagnie de Saint-Gobain (and any person acting on the behalf of either) may be required to pay.
This announcement is not an offer of securities for sale or purchase in theΒ United States,Β Canada,Β Australia,Β JapanΒ or any Restricted Jurisdiction. The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, but not limited to, facsimile transmission or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facilities of a national, local or other securities exchange of, the United States, Canada, Australia, Japan or any Restricted Jurisdiction, and the Offer cannot be accepted and will not be capable of acceptance by any such use, means, instrumentality or facilities from or within the United States, Canada, Australia, Japan or any Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in or into or from the United States, Canada, Australia, Japan or any Restricted Jurisdiction.
Any person (including, without limitation, nominees, trustees or custodians) who is an Overseas Person or who would, or otherwise intends to, forward this document, the Offer Document, the Form of Acceptance or any related document to any jurisdiction outside the United Kingdom or to any Overseas Person should seek appropriate advice before taking any action.
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