Final Terms of 2019 MTN Programme (7889V)
January 18 2012 - 10:17AM
UK Regulatory
TIDMCOD
RNS Number : 7889V
Compagnie de Saint-Gobain
18 January 2012
FINAL TERMS
17 January 2012
Compagnie de Saint-Gobain
Issue of EUR 50,000,000 4.50% Notes due 30 September 2019
to be consolidated and form a single series with the
Issue of EUR 750,000,000 4.50% Notes due 30 September 2019
under the EUR 12,000,000,000 Medium Term Note Programme
The Prospectus referred to below (as completed by these Final
Terms) has been prepared on the basis that any offer of Notes in
any Member State of the EEA which has implemented the Prospectus
Directive (the "Prospectus Directive") (each, a "Relevant Member
State") will be made pursuant to an exemption under the Prospectus
Directive, as implemented in that Relevant Member State, from the
requirement to publish a prospectus for offers of the Notes.
Accordingly any person making or intending to make an offer in that
Relevant Member State of the Notes may only do so in circumstances
in which no obligation arises for the Issuer or any Dealer to
publish a prospectus pursuant to Article 3 of the Prospectus
Directive or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive, in each case, in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they
authorise, the making of any offer of Notes in any other
circumstances.
For the purposes of this provision, the expression "Prospectus
Directive" means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented
in the Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State and the
expression "2010 PD Amending Directive" means Directive
2010/73/EU."
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the
purposes of the Conditions set forth in the prospectus dated 20
July 2011 and the Prospectus Supplement No. 1 thereto dated 10
August 2011 (together, the "Prospectus") which constitute a
prospectus for the purposes of the Prospectus Directive. This
document constitutes the Final Terms of the Notes described herein
for the purposes of Article 5.4 of the Prospectus Directive and
must be read in conjunction with the Prospectus. Full information
on the Issuer and the offer of the Notes is only available on the
basis of the combination of these Final Terms and the
Prospectus.
THE NOTES CONSTITUTE OBLIGATIONS WITHIN THE MEANING OF ARTICLE
L.213-5 OF THE FRENCH CODE MONETAIRE ET FINANCIER.
1. Issuer Compagnie de Saint-Gobain
2. (i) Series Number: 12
(ii) Tranche Number: 2
3. Specified Currency or Currencies: EUR
4. Aggregate Nominal Amount of
Notes admitted to trading
(i) Series: EUR 800,000,000
(ii) Tranche: EUR 50,000,000
5. Issue Price: 99.650 per cent. of the Aggregate
Nominal Amount plus EUR 676,229.51
accrued interest from, and including
30 September 2011 to, but excluding
the Issue Date
6. (i) Specified Denominations: EUR 100,000 and higher integral
multiples of EUR 1,000 in excess
thereof
(ii) Calculation Amount: EUR 1,000
7. (i) Issue Date: 18 January 2012
(ii) Interest Commencement 30 September 2011
Date:
8. Maturity Date: 30 September 2019
9. Interest Basis: 4.50 per cent. Fixed Rate.
(further particulars specified
in 23. below)
10. Redemption/Payment Basis: Redemption at par
11. Change of Interest Basis or
Redemption/Payment Basis: Not Applicable
12. Put Options: Not Applicable. For the avoidance
of doubt only, Change of Control
Put Event applicable
(see Condition 9 (Change of
Control)).
Call Options: Not Applicable
13. (i) Status of the Notes: Senior Unsecured
(ii) Relevant corporate authorisation(s)
required for issuance of Notes: Board Authorisation and Decision
to Issue by duly authorised
officer
(iii) Date(s) of relevant corporate 24 February 2011 (Board authorisation);
authorizations for issuance 11 January 2012 (decision to
of Notes: issue)
14. Method of distribution: Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. Fixed Rate Note Provisions: Applicable
(i) Rate(s) of Interest: 4.50 per cent. per annum payable
annually in arrear
(ii) Interest Payment Date(s): 30 September in each year in
each case adjusted in accordance
with the Following Business
Day Convention
(iii) Fixed Coupon Amount(s): EUR 45 per Calculation Amount
(iv) Broken Amount(s): Not Applicable
(v) Day Count Fraction: Actual/Actual (ICMA), unadjusted
(vi) Determination Date(s): 30 September in each year
(vii) Other terms relating
to the method of calculating
interest for Fixed Rate Notes: Not Applicable
16. Floating Rate Note Provisions: Not Applicable
17. Zero Coupon Note Provisions: Not Applicable
18. Index-Linked Interest Note/other
variable-linked interest Note Not Applicable
Provisions:
19. Dual Currency Interest Note Not Applicable
Provisions:
PROVISIONS RELATING TO REDEMPTION
20. Call Option: Not Applicable
21. Put Option: Not Applicable. For the avoidance
of doubt only, Change of Control
Put Event applicable
(see Condition 9 (Change of
Control)).
22. Final Redemption Amount of EUR 1,000 per Calculation Amount
each Note:
23. Early Redemption Amount of EUR 1,000 per Calculation Amount
each Note payable on redemption
for taxation reasons or on
event of default and/or the
method of calculating the same
(if required or if different
from that set out in the Condition):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24. Form of Notes: Bearer Notes
Temporary Bearer Global Note
exchangeable for a Permanent
Bearer Global Note which is
exchangeable for Definitive
Notes only upon an Exchange
Event
25. Financial Centre(s) or other
special provisions relating Not Applicable
to Payment Days:
26. Talons for future Coupons or
Receipts to be attached to
Definitive Notes (and dates No
on which such Talons mature):
27. Details relating to Partly
Paid Notes: amount of each
payment comprising the Issue
Price and date on which each
payment is to be made and consequences Not Applicable
of failure to pay, including
any right of the Issuer to
forfeit the Notes and interest
due on late payment:
28. Details relating to Instalment Not Applicable
Notes
29. Redenomination, renominalisation
and reconventioning provisions: Not Applicable
30. Applicable tax regime: Condition 10 (Taxation) applies
and the Notes are issued (or
deemed issued) outside France
31. Other final terms: Not Applicable
DISTRIBUTION
32. (i) If syndicated, names of Not Applicable
Managers:
(ii) Stabilising Manager (if Not Applicable
any):
33. If non-syndicated, name of HSBC Bank plc
Dealer:
34. Additional selling restrictions: Not Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and
have admitted to trading the issue of Notes described herein
pursuant to the EUR 12,000,000,000 Medium Term Note Programme of
Compagnie de Saint-Gobain.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained
in these Final Terms. The Issuer confirms that such information has
been accurately reproduced and that, so far as it is aware, no
facts have been omitted which would render the reproduced
information inaccurate or misleading.
Signed on behalf of the Issuer:
By: __________________________________
Name:
Duly authorised officer
PART B - OTHER INFORMATION
1. LISTING
(i) Listing: London
(ii) Admission to trading: Application has been made for
the Notes to be admitted to
trading on the London Stock
Exchange's Official List with
effect from the Issue Date.
(iii) Estimate of total expenses
related to admission to trading: GBP1,750
2. RATINGS
Ratings: The Notes to be issued have
been rated:
S & P: BBB (stable outlook)
Moody's: Baa2 (positive outlook)
Each of Moody's Deutschland
GmbH and Standard & Poor's Credit
Market Services Europe Limited
are established in the European
Union and are registered under
Regulation (EC) No 1060/2009.
3. NOTIFICATION
Not Applicable
4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in "Subscription and Sale", so far as
the Issuer is aware, no person involved in the offer of
the Notes has an interest material to the offer.
5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL
EXPENSES
Not Applicable
6. YIELD (Fixed Rate Notes only)
Indication of yield: 4.552 per cent.
The yield is calculated at
the Issue Date on the basis
of the Issue Price. It is not
an indication of future yield.
7. PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE AND OTHER INFORMATION
CONCERNING THE UNDERLYING
Not Applicable
8. PERFORMANCE OF RATES OF EXCHANGE
Not Applicable
9. OPERATIONAL INFORMATION
ISIN Code: XS0733093446 (to be consolidated
and form a single series with
ISIN Code XS0683564156 after
40 days)
Common Code: 073309344 (to be consolidated
and form a single series with
Common Code 068356415 after
40 days)
Any clearing system(s) other
than Euroclear Bank S.A./N.V.
and Clearstream Banking, societe
anonyme and the relevant identification Not Applicable
number(s):
Delivery: Delivery against payment
Names and addresses of additional
Paying Agent(s) (if any): Not Applicable
This information is provided by RNS
The company news service from the London Stock Exchange
END
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