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Management Side
Saint -Gobain
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Valley Forge, Pennsylvania, USA, 23 February 2007 -- Based on the authorization granted under the 14th resolution of the Ordinary and Extraordinary Meeting of 09 June 2005, the board of directors' meeting of 16 November 2006 resolved to issue up to 8 million Saint-Gobain ordinary shares with a par value of EUR 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, Colombia, Czech Republic, Denmark, Estonia, Finland, France, Germany, Hungary, India, Indonesia, Ireland, Italy, Japan, Latvia, Lithuania, Luxembourg, Malaysia, Mexico, the Netherlands, Norway, Poland, Portugal, 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 16 November 2006 meeting the board of directors also set the discount to be applied to shares issued under the standard plan at 20% of the reference price, and granted the chairman and 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 25 January 2007 set the discount to be applied to shares issued under leveraged plans at 15% of the reference price.

Based on the above and pursuant to the delegation granted, the chairman and chief executive officer 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 EUR 72.56.

Employees may subscribe for new shares issued under the standard plan at 80% of the reference price, i.e. EUR 58.05; and for shares issued under the leveraged plan, 85% of the reference price, i.e. EUR 61.68.

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 19 years now.

Terms and conditions for subscription and rights attached to the shares

Beneficiaries include 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 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 profit-sharing bonuses paid upon termination of their employment contract with respect to their last period of service.

The share issue will be carried out with no pre-emptive subscription rights for existing shareholders.

The new Saint-Gobain shares to be created will carry dividend rights from 01 January 2007 (for shares subscribed under the standard plan) and from 01 January 2006 (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, or subscribed and held through a special company mutual fund reserved for employees of Group subsidiaries in Italy, will be exercised by subscribers.

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 EUR 1000 per member (excluding additional shares financed by the partner bank).

Subscribers to the share offer must hold their directly subscribed shares or corresponding interests in company mutual funds for a period of five or 10 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.

Timetable

The chairman of the board of directors has set the following dates for the transaction:
- Subscription period: from 21 March 2007 to 11 April 2007 inclusive
- Subscription period for employees in Belgium: from 12 March 2007 to 11 April 2007 inclusive

Tentative date for the share issue: 16 May 2007

Listing

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 16 May 2007.

Hedging transactions

The implementation of the leveraged plan may lead the financial institution managing the issue to carry out hedging transactions for the length of the transaction.



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