Tender Offer by BNP Paribas for Saint-Gobain Notes
September 22 2010 - 4:35AM
UK Regulatory
TIDMCOD
RNS Number : 0959T
Compagnie de Saint-Gobain
22 September 2010
Press Release 22 September 2010
Tender Offer by BNP Paribas for Compagnie de Saint-Gobain Notes
NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES OF AMERICA OR THE REPUBLIC OF ITALY OR IN ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT. THIS DOCUMENT IS IMPORTANT AND
REQUIRES YOUR IMMEDIATE ATTENTION. (See "Tender Offer and Distribution
Restrictions" below).
BNP Paribas (the "Offeror") announces today an invitation to Noteholders of (i)
the EUR 1,000,000,000 8.25 per cent. Notes due 28 July 2014 (ISIN XS0409153110)
(the "2014 Notes") and/or (ii) the EUR 750,000,000 6.00 per cent. Notes due 20
May 2013 (ISIN XS0428417900) (the "May 2013 Notes") and/or (iii) the EUR
750,000,000 7.25 per cent. Notes due 16 September 2013 (ISIN XS0387435117) (the
"September 2013 Notes" and together with the May 2013 Notes, the "2013 Notes")
and/or (iv) the EUR 1,100,000,000 4.25 per cent. Notes due 6 May 2011 (ISIN
FR0010333377) (the "2011 Notes" and together with the 2014 Notes and the 2013
Notes, the "Existing Notes") each as issued by Compagnie de Saint-Gobain (the
"Company") to tender some or all of the Existing Notes held by such Noteholders
to the Offeror for purchase by the Offeror for cash (the "Tender Offer"), upon
the terms and subject to the conditions set out in the Tender Offer Memorandum
dated 22 September 2010 (the "Tender Offer Memorandum"). Capitalised terms used
but not otherwise defined in this announcement shall have the meaning given to
them in the Tender Offer Memorandum.
Eligible Noteholders are advised to read carefully the Tender Offer Memorandum
for full details of and information on the procedures for participating in the
Tender Offer.
BNP Paribas is acting as Lead Structuring Adviser, J.P. Morgan Securities Ltd.
is acting as Structuring Adviser and BNP Paribas, Citigroup Global Markets
Limited, HSBC Bank plc, J.P. Morgan Securities Ltd., Société Générale and The
Royal Bank of Scotland plc are acting as Joint Dealer Managers in relation to
the Tender Offer. BNP Paribas Securities Services, Luxembourg Branch is acting
as Tender Agent for the 2014 Notes and the 2013 Notes and BNP Paribas Securities
Services as Tender Agent for the 2011 Notes.
+----------------------------------+-------------------------+----------------+--------------------------+--+
| |
| Requests for information in relation to the Tender Offer should be directed |
| to: |
| |
+-----------------------------------------------------------------------------------------------------------+
| THE LEAD STRUCTURING ADVISER |
| BNP Paribas |
| 10 Harewood Avenue, |
| London, NW1 6AA |
| United Kingdom |
| Tel: +44 20 7595 8668 |
| Attn: Liability Management Group |
| email: liability.management@bnpparibas.com |
| |
+-----------------------------------------------------------------------------------------------------------+
| THE STRUCTURING ADVISER |
| J.P. Morgan Securities Ltd. |
| 125 London Wall |
| London EC2Y 5AJ |
| United Kingdom |
| Telephone: |
| +44 207 779 2468 (Corporate Syndicate) |
| +44 207 777 1333 (Liability Management) |
| Email: |
| corp_syndicate@jpmorgan.com |
| sebastien.m.bamsey@jpmorgan.com |
+-----------------------------------------------------------------------------------------------------------+
| |
| THE JOINT DEALER MANAGERS |
| |
+-----------------------------------------------------------------------------------------------------------+
| BNP Paribas | Citigroup Global Markets | HSBC France |
| 10 Harewood Avenue, | Limited | 8 Canada Square |
| London, NW1 6AA | Citigroup Centre | London E14 5HQ |
| United Kingdom | 33 Canada Square | United Kingdom |
| Tel: +44 20 7595 8668 | London E14 5LB | Tel: +44 20 7991 5874 |
| Email: | United Kingdom | Attn: Liability |
|liability.management@bnpparibas. | Tel: +44(0) 207 986 | Management Group |
| com | 8969 | Email: |
|Attn: Liability Management Group | Attn: Liability | liability.management@ |
| | Management Group | hsbcib.com |
| | Email: | |
| | liabilitymanagement.europe@citi.com | |
| | | |
+----------------------------------+------------------------------------------+-----------------------------+
| J.P. Morgan Securities | Société Générale | The Royal Bank of |
| Ltd. | Corporate & Investment | Scotland |
| 125 London Wall | Banking | The Royal Bank of |
| London EC2Y 5AJ | 17, Cours Valmy | Scotland plc |
| Telephone: | 92987 Paris La Défense | 135 Bishopsgate |
| +44 207 779 2468 | France | London EC2M 3UR |
| (Corporate Syndicate) | Tel: +33 (0)1 42 13 87 | United Kingdom |
| +44 207 777 1333 | 36 | Tel: +44 207 085 8056 / |
| (Liability Management) | Email: | 3781 |
| Email: | liability.management@sgcib.com | Email: |
| corp_syndicate@jpmorgan.com | |liabilitymanagement@rbs.com |
| sebastien.m.bamsey@jpmorgan.com | | |
+----------------------------------+------------------------------------------+-----------------------------+
| Requests for information in relation to the procedures for tendering |
| Existing Notes in the Tender Offer and the submission of Tender Instructions |
| should be directed to: |
+-----------------------------------------------------------------------------------------------------------+
| |
| THE TENDER AGENTS |
| |
+-----------------------------------------------------------------------------------------------------------+
| In respect of the 2014 Notes and 2013 | In respect of the 2011 Notes: | |
| Notes: | | |
| | BNP Paribas Securities Services | |
| BNP Paribas Securities Services, | 9 rue du débarcadère | |
| Luxembourg Branch | 93500 Pantin | |
| 33, rue de Gasperich, Howald - | France | |
| Hesperange | Attn: CTS Debt France | |
| L - 2085 Luxembourg | Tel: +33 1 55 77 61 60 | |
| Attn: Corporate Trust Services | Fax: + 33 1 57 43 31 38 | |
| Tel: +352 2696 2000 | Email: | |
| Fax: +352 2696 9757 |paris.bp2s.ost.ope.tcinbox@bnpparibas.com | |
| Email: | | |
| lux.ostdomicilees@bnpparibas.com | | |
+------------------------------------------------------------+-------------------------------------------+--+
| |
+-----------------------------------------------------------------------------------------------------------+
| | | | | |
+----------------------------------+-------------------------+----------------+--------------------------+--+
Tender Offer and Distribution Restrictions
This announcement must be read in conjunction with the Tender Offer Memorandum.
This announcement and the Tender Offer Memorandum contain important information
which should be read carefully before any decision is made with the respect to
the Invitation. If you are in any doubt as to the action you should take, you
are recommended to seek your own financial advice, including as to any tax
consequences, from your stockbroker, bank manager, solicitor, accountant or
other independent financial adviser. Any individual or company whose Existing
Notes are held on its behalf by a broker, dealer, bank, custodian, trust company
or other nominee must contact such entity if it wishes to tender Existing Notes
in the Tender Offer.
Neither this announcement nor the Tender Offer Memorandum constitute an
invitation to participate in the Tender Offer in or from any jurisdiction in or
from which, or to or from any person to or from whom, it is unlawful to make
such invitation under applicable securities laws. The distribution of this
document in certain jurisdictions may be restricted by law. Persons into whose
possession this document comes are required by each of the Offeror, the Joint
Dealer Managers, the Structuring Advisers and the Tender Agents to inform
themselves about and to observe, any such restrictions.
United States
This Tender Offer is not being made and will not be made directly or indirectly
in or into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex, telephone, email
and other forms of electronic transmission) of interstate or foreign commerce
of, or any facility of a national securities exchange of, or to beneficial
owners of Existing Notes who are located in the United States as defined in
Regulation S of the U.S. Securities Act of 1933, as amended (the "Securities
Act") or to U.S. Persons as defined in Regulation S of the Securities Act (each
a "U.S. Person") and the Existing Notes may not be tendered in the Tender Offer
by any such use, means, instrumentality or facility from or within the United
States, by persons located or resident in the United States or by U.S. Persons.
Accordingly, copies of the Tender Offer Memorandum and any documents or
materials related to this Tender Offer are not being, and must not be, directly
or indirectly, mailed or otherwise transmitted, distributed or forwarded in or
into the United States or to any such person. Any purported offer to sell in
response to this Tender Offer resulting directly or indirectly from a violation
of these restrictions will be invalid, and offers to sell made by a person
located in the United States or any agent, fiduciary or other intermediary
acting on a non-discretionary basis for a principal giving instructions from
within the United States or any U.S. Person will not be accepted.
United Kingdom
This announcement, the Tender Offer Memorandum and any other offer material
relating to the Tender Offer are each a communication falling within section
21(1) of the UK Financial Services and Markets Act 2000 having the benefit of an
exemption from the applicable restrictions regarding financial promotion
pursuant to Articles 19 and 43 of the UK Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the "Order"). This announcement,
the Tender Offer Memorandum, and any such other offer material are, therefore,
only made to, or directed at, persons falling within those articles of the Order
and any other persons to whom this announcement, the Tender Offer Memorandum and
such other offer material can otherwise be lawfully communicated (together being
referred to as "relevant persons" in this paragraph), and must not be acted on
or relied upon by persons other than relevant persons. Any investment activity
referred to in this announcement, the Tender Offer Memorandum or such other
offer material is available only to relevant persons and will be engaged in only
with relevant persons.
France
The Tender Offer is not being made, directly or indirectly, to the public in the
Republic of France. This announcement, the Tender Offer Memorandum and any other
offering material relating to the Tender Offer may not be distributed to the
public in the Republic of France and only qualified investors (investisseurs
qualifiés) with the exception of individuals, all as defined in and in
accordance with Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French
Code monétaire et financier, are eligible to participate in the Tender Offer.
Neither this announcement nor the Tender Offer Memorandum, or any other such
offering material has been submitted for clearance to the Autorité des Marchés
Financiers.
Italy
The Tender Offer is not being made, directly or indirectly, in the Republic of
Italy and has not been submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa (CONSOB) pursuant to applicable Italian laws
and regulations. Accordingly, Noteholders are hereby notified that, to the
extent such holders are Italian residents or persons located in the Republic of
Italy, the Tender Offer is not available to them and they may not tender
Existing Notes and, as such, any offers to sell received from such persons shall
be ineffective and void. Neither this announcement nor Tender Offer Memorandum
or any other offering material relating to the Tender Offer may be distributed
or made available in the Republic of Italy.
Belgium
Neither this announcement, the Tender Offer Memorandum nor any other documents
or materials relating to the Tender Offer have been submitted to or will
submitted for approval or recognition to the Belgian Banking, Finance and
Insurance Commission (Commission bancaire, financière et des
assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and,
accordingly, the Tender Offer may not be made in Belgium by way of a public
offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public
takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on
the public offer of placement instruments and the admission to trading of
placement instruments on regulated markets (together, the "Belgian Public Offer
Law"), each as amended or replaced from time to time. Accordingly, the Tender
Offer may not be advertised and will not be extended, and neither this
announcement, the Tender Offer Memorandum nor any other documents or materials
relating to the Tender Offer (including any memorandum, information circular,
brochure or any similar documents) has been or shall be distributed or made
available, directly or indirectly, to any person in Belgium other than
"qualified investors" in the sense of Article 10 of the Belgian Public Offer Law
(as amended from time to time), acting on their own account. Insofar as Belgium
is concerned, this announcement and the Tender Offer Memorandum have been issued
only for the personal use of the above qualified investors and exclusively for
the purpose of the Tender Offer. Accordingly, the information contained in this
announcement and the Tender Offer Memorandum may not be used for any other
purpose or disclosed to any other person in Belgium.
General
The Joint Dealer Managers, the Structuring Advisers and the Tender Agents (and
their directors, employees or affiliates) make no representations or
recommendations whatsoever regarding this announcement, the Tender Offer
Memorandum or the Tender Offer. The Tender Agents are the agents of the Offeror
and owe no duty to any Noteholder. None of the Offeror, the Joint Dealer
Managers, the Structuring Advisers or the Tender Agents makes any recommendation
as to whether or not Noteholders should participate in the Tender Offer.
Enquiries
For further information:
Investor Relations
Compagnie de Saint-Gobain
Investors Relations Department
Les Miroirs
92096 La Défense Cedex
France
+33 1 47 62 33 33
www.saint-gobain.com
This information is provided by RNS
The company news service from the London Stock Exchange
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