Saint Gobain Or Regulatory News (COD)

1 Jul 2008 07:00



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 OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO

1 July 2008

Recommended cash offer

for

Gibbs and Dandy plc

by

Saint-Gobain Building Distribution Limited

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

Offer wholly unconditional

On 07 May 2008, the boards of Saint-Gobain Building Distribution Limited ("SGBD") and Gibbs and Dandy plc ("Gibbs and Dandy") announced they had reached agreement on the terms of a recommended cash offer to be made by SGBD to acquire the entire issued share capital of Gibbs and Dandy (the "Offer"). The Offer Document was posted to Gibbs and Dandy Shareholders on 19 May 2008 and, on 20 June 2008, SGBD announced that the Offer had become unconditional as to acceptances.

The board of SGBD announces that the Offer is now unconditional in all respects. The Offer will remain open for acceptance until further notice.

Settlement of consideration due under the Offer in respect of valid acceptances received on or before today's date will be despatched by first class post (in the case of certificated holders) or credited to the relevant CREST account (in the case of uncertificated holders) on or before 15 July 2008. Settlement in respect of further valid acceptances will be despatched within 14 days of receipt of such acceptances.

As at 1.00 pm (London time) on 30 June 2008 SGBD had received valid acceptances

of the Offer in respect of a total of 9,484,553 Gibbs and Dandy Shares,

representing approximately 93.72 per cent. of the existing issued share capital of Gibbs and Dandy.

The board of SGBD confirms its intention, as soon as practicable and in accordance with the terms of the Offer Document, to procure the making of applications to the UKLA for the cancellation of the listing of Gibbs and Dandy Shares on the Official List and to the London Stock Exchange for the cancellation of admission to trading. The board of SGBD also confirms that it intends to apply the relevant procedures of the Companies Act 2006 so as to acquire compulsorily any Gibbs and Dandy Shares in respect of which the Offer has not been accepted on the same terms as the Offer.

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

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 +44 207 484 1150

Kieran Murphy

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.