2008 share issue reserved for members of Saint-Gobain's Group savings plan
February 22, 2008
Compagnie de Saint-Gobain
Eurolist by Euronext Compartment A - Euronext Paris (France)
ISIN code: FR0000125007
Eligible for Euronext's Deferred Settlement Service
Context - Reasons for the issue
Based on the authorization granted under the sixteenth resolution of the Ordinary and Extraordinary Meeting of June 7, 2007, the Board of Directors' meeting of November 22, 2007 resolved to issue up to nine million Saint-Gobain shares with a par value of €4 each, reserved exclusively for members of the Group Savings Plan.
This share offer is available in the following countries: Argentina, Australia, Austria, Belgium, Brazil, Canada, Chile, Colombia, Czech Republic, Denmark, Estonia, Finland, France, Germany, Hungary, India, Indonesia, Ireland, Italy, Japan, Latvia, Lithuania, Luxembourg, Malaysia, Mexico, the Netherlands, Norway, Poland, Portugal, Romania, Singapore, Slovakia, Sweden, Switzerland, South Africa, South Korea, Spain, Thailand, Turkey and the United Kingdom, subject to obtaining the applicable local authorizations where appropriate.
Shares will be issued under a "standard" plan or a "leveraged" plan. Employees may subscribe to shares in accordance with applicable legislation in the countries eligible for the offer, under either the standard or leveraged plan or a combination of both; and either directly or through Company mutual funds.
At its November 22, 2007 meeting, the Board of Directors also set the discount at 20% of the reference price for shares issued under the standard plan, and 15% of the reference price for shares issued under the leveraged plan, and granted the Chief Executive Officer the appropriate powers to determine the reference price and subscription price, and to set the dates for subscription.
The Board of Directors' meeting of January 24, 2008 decided that the indexation rate for all countries offering the leveraged plan would be equal to 53% of any average increase in the share price compared with the reference price.
Based on the above and pursuant to the delegation granted, the Chief Executive Officer of Compagnie de Saint-Gobain has noted the reference price to be used as a basis for calculating the price at which the shares may be subscribed.
The reference price is therefore taken as €51.751.
The prices at which employees may subscribe for new shares are as follows:
- for shares issued under the standard plan, 80% of the reference price, or €41.41;
- for shares issued under the leveraged plan, 85% of the reference price, or €43.99.
This new share issue is part of a long-term policy to expand employee stock ownership, which has been an ongoing concern for the Group for some 20 years.
Terms and conditions for subscription and rights attached to the shares
Beneficiaries: employees of Compagnie de Saint-Gobain and of companies and groups included within the Saint-Gobain Group who are members of the Group Savings Plan and have completed a minimum of three months' service at the subscription date; Group retirees and early retirees holding interests in the Plan at retirement date; corporate officers as defined in the rules governing the Group Savings Plan; and former employees wishing to invest all or part of the bonuses paid upon termination of their employment contract with respect to their last period of service.
Pre-emptive subscription rights: the share issue will be carried out with no pre-emptive subscription rights for existing shareholders.
Rights attached to shares:
- The new Saint-Gobain shares to be created will carry dividend rights as from January 1, 2008 (for shares subscribed under the standard plan) and from January 1, 2007 (for shares subscribed under the leveraged plan).
- Voting rights attached to shares subscribed and held through a Company mutual fund will be exercised by a representative of the Supervisory Board of the corresponding fund. Voting rights attached to shares subscribed directly will be exercised by subscribers.
Ceiling for subscriptions: Payments by members of the Group Savings Plan may not exceed the ceiling set by article L.443-2 of the French Labor Code. The maximum amount of subscriptions to the leveraged plan is calculated taking into account the number of additional shares to be financed by the partner bank. Investments in the leveraged plan may not exceed €2,500 per member (excluding additional shares financed by the company as well as those financed by the bank).
Guaranteed return and employer contributions under the leveraged plan:
Capital invested by participants in the leveraged plan benefits from a guaranteed compound return of 2% per annum, calculated based on the employee's investment and the employer's contribution equal to 50% of the amount invested. The employer's contribution may not exceed €750.
Mandatory holding period for Saint-Gobain shares or interests in Company mutual funds:
Subscribers to the share offer must hold their directly subscribed shares or corresponding interests in Company mutual funds for a period of five or ten years for the standard plan, and a period of five years for the leveraged plan, except in the exceptional circumstances allowing beneficiaries to access the shares as described in article R. 442-17 of the French Labor Code.
The Chief Executive Officer of Compagnie de Saint-Gobain has set the following dates for the transaction:
• Subscription period: from March 20, 2008 to April 10, 2008 inclusive;
• Subscription period for employees in Belgium: from March 13, 2008 to April 10, 2008 inclusive.
Tentative date for the share issue: May 15, 2008
A request for the new Saint-Gobain shares to be admitted onto Eurolist by Euronext will be made as soon as possible after completion of the share issue scheduled for May 15, 2008.
Special international disclaimer
This press release does not constitute an offer to sell or a solicitation to purchase Saint-Gobain shares. The Saint-Gobain share offer reserved for members of the Group Savings Plan will be available only in those jurisdictions where it has been registered with the competent local authorities and/or in jurisdictions where an exemption from the obligation to prepare a prospectus or accomplish registration formalities exists.
The offer will only be available in those jurisdictions in which the Group has accomplished all necessary registration and/or notification procedures and obtained authorization to carry out the transaction.
This press release is not intended - and copies hereof should not therefore be sent - for those jurisdictions in which such an exemption is not available or in which the Group has not accomplished all necessary registration and/or notification duties, or from which it has not obtained authorization to carry out the transaction.