Saint Gobain Or Regulatory News (COD)

10 Jun 2008 07:00



Saint-Gobain Building Distribution Limited

10 June 2008

THIS NOTICE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY RESTRICTED JURISDICTION WHERE IT IS UNLAWFUL TO DO SO

10  June 2008

Recommended Cash Offer

for

Gibbs and Dandy plc ("Gibbs and Dandy")

by

Saint-Gobain Building Distribution Limited

(a wholly owned subsidiary of Compagnie de Saint-Gobain)

Extension of Offer and Level of Acceptances

Saint-Gobain Building Distribution Limited ('SGBD') announces that, as at 1.00 p.m.

(London time) on 09 June 2008, the first closing date of the Offer, SGBD has received valid acceptances of the Offer in respect of 8,448,585 Gibbs and Dandy Shares which represents approximately 83.48 per cent. of the existing issued ordinary share capital of Gibbs and Dandy.

The Offer, which remains subject to the terms and conditions set out in the Offer Document posted to Gibbs and Dandy Shareholders on 19 May 2008, has been extended and will remain open for acceptance until the next closing date, which will be 1:00 p.m. (London time) on 23 June 2008.

To the extent they have not already done so, holders of Gibbs and Dandy Shares held in certificated form, who wish to accept the Offer, should complete, sign and return the Form of Acceptance in accordance with the instructions set out in the Offer Document and in the Form of Acceptance as soon as possible and, in any event, so as to be received by the Capita Registrars by no later than 1:00 p.m. (London time) on 23 June 2008.

To the extent they have not already done so, holders of Gibbs and Dandy Shares held in uncertificated form, (i.e. in CREST), who wish to accept the Offer should follow the procedures for electronic acceptance through CREST 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 p.m. (London time) on 23 June 2008. Holders of Gibbs and Dandy Shares held as a CREST sponsored member should refer to their CREST sponsor, as only the CREST sponsor will be able to send the necessary TTE instruction to Euroclear in relation to the holder's Gibbs and Dandy Shares.

Prior to the announcement of the Offer on 19 May 2008, SGBD had received irrevocable undertakings and a non-binding letter of intent to accept (or procure the acceptance of) the Offer from certain Gibbs and Dandy Shareholders in respect of their entire beneficial holdings totaling 2,814,884 Gibbs and Dandy Shares, representing approximately 27.82 per cent of the existing ordinary share capital of Gibbs and Dandy. Acceptances in respect of 2,814,884 Gibbs and Dandy Shares have been received pursuant to these irrevocable undertakings and non-binding letter of intent and are included in the total number of valid acceptances referred to above.

Neither SGBD nor any person acting, or deemed to be acting, in concert with SGBD held any Gibbs and Dandy Shares (or rights over Gibbs and Dandy Shares) prior to the commencement of the Offer Period. Save as set out above and as disclosed in the announcement of the Offer dated 19 May 2008 made under rule 2.5 of the City Code, neither SGBD nor any person acting, or deemed to be acting, in concert with SGBD has acquired or agreed to acquire any Gibbs and Dandy Shares (or rights over any Gibbs and Dandy Shares) since the commencement of the Offer Period.

Additional copies of the Offer Document and the Form of Acceptance can be

obtained by telephoning Capita Registrars between 9.00 a.m. and 5.00 p.m. (London time Monday to Friday (except UK public holidays)) on 0871 664 0321 (or, from outside the United Kingdom, +44 20 8639 3399). Calls to the Capita Registrars 0871 664 0321 number are charged at 10 pence per minute (including VAT) plus any of your service provider's network extras. Calls to Capita Registrars +44 20 8639 3399 number from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes.

Terms defined in the Offer Document have the same meaning when used in this

announcement.

Gleacher Shacklock, which is authorised and regulated by the Financial Services

Authority in the United Kingdom, is acting for SGBD and Compagnie de

Saint-Gobain and no one else in connection with the Offer and will not be

responsible to anyone other than SGBD and Compagnie de Saint-Gobain for

providing the protections afforded to clients of Gleacher Shacklock nor for

providing advice in relation to the Offer or to the matters referred to in this

announcement.

This announcement is not intended to and does not constitute, or form any part

of, an offer or an invitation or the solicitation of an offer to purchase,

otherwise acquire, subscribe for, sell or otherwise dispose of, any securities

in any jurisdiction pursuant to the Offer or otherwise.

This announcement and the Offer are not being, and will not be made, directly or

indirectly, in or into the United States, Canada, Australia, Japan or any Restricted Jurisdiction where to do so would constitute a violation of the laws of the Restricted Jurisdiction, and the Offer may not be capable of acceptance from or within the United States, Canada, Australia, Japan or any other Restricted Jurisdiction where to do so would constitute a violation of the laws of the Restricted Jurisdiction. Accordingly, unless otherwise determined by SGBD or required by the City Code and permitted by applicable law and regulation, copies of this announcement and any other documents related to the Offer are not being, and must not be, indirectly or directly, mailed,

transmitted or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia, Japan or any other jurisdiction where to do so would constitute a

violation of the laws of the Restricted Jurisdiction. All persons receiving this

announcement (including, without limitation, custodians, nominees and trustees)

should observe these restrictions and any applicable legal or regulatory

requirements of their jurisdiction and must not mail or otherwise forward, send

or distribute the announcement in, into or from the United States, Canada, Australia, Japan or any other Restricted Jurisdiction where to do so would constitute a violation of the laws of the Restricted Jurisdiction. Any person (including, without limitation, any

custodian, nominee or trustee) who would, or otherwise intends to, or may have a

contractual or legal obligation to, forward this announcement and/or the Offer

Document and/or the Form of Acceptance and/or other related document to any

jurisdiction outside the UK should inform themselves of, and observe, any

applicable legal or regulatory requirements of such jurisdiction.