TIDMCOD
RNS Number : 9099F
Compagnie de Saint-Gobain
30 May 2013
CORRECTIONS TO FINAL TERMS
Compagnie de Saint-Gobain, société anonyme with registered
office at Les Miroirs, 18, avenue d'Alsace, 92400 Courbevoie,
France (the "Issuer")
Reference is made to the Prospectus dated 20 July 2011 (the
"Prospectus"). Terms used in this notice shall, unless otherwise
defined or the context otherwise requires, have the meanings given
to them in the Prospectus.
The Issuer notifies the following corrections of manifest errors
to the final terms dated 27 June 2012 of Series 18 (ISIN
XS0795932499) and the final terms dated 27 June 2012 of Series 19
(ISIN XS0795838126) (together, the "Notes") under its EUR
12,000,000,000 Medium Term Note Programme:
(a) The Calculation Amount (paragraph 6(ii)) is modified to "EUR
100,000" from "EUR 1,000" in the original final terms;
(b) The Final Redemption Amount of each Note (paragraph 22) is
modified to "EUR 100,000 per Calculation Amount" from "EUR 1,000
per Calculation Amount" in the original final terms; and
(c) The Early Redemption Amount of each Note (paragraph 23) is
modified to "EUR 100,000 per Calculation Amount" from "EUR 1,000
per Calculation Amount" in the original final terms.
Please find the amended and restated final terms for series 18
in Annex A and for series 19 in Annex B hereto. In all other
respects, the Prospectus and the terms of the Notes shall remain in
full force and effect.
For further information, please contact:
Florence TRIOU-TEIXEIRA
Head of Investor Relations
Compagnie de Saint-Gobain
Tel. + 33 1 47 62 45 19
DISCLAIMER - INTENDED ADDRESSEES
Please note that the information contained in the Final Terms
may be addressed to and/or targeted at persons who are particular
types of investors and residents of particular countries only and
is not intended for use and should not be relied upon by any person
outside these countries and/or to whom the Final Terms are not
addressed. Prior to relying on the information contained in the
Final Terms you must ascertain from the Final Terms whether or not
you are part of the intended addressees of the information
contained therein.
Your right to access this service is conditional upon complying
with the above requirement.
ANNEX A
FINAL TERMS
(Amended and Restated)
23 May 2013
Compagnie de Saint-Gobain
Issue of EUR 45,000,000 EUR 10 year CMS Linked Notes due 28 June
2024 (the "Notes")
under the EUR 12,000,000,000
Medium Term Note Programme
This document is the Final Terms for the issue of the Notes
described herein and supersedes the Final Terms dated 27 June 2012
in respect of the Notes. The purpose of the Amended and Restated
Final Terms is to correct the manifest errors contained under
paragraphs 6 (ii), 22 and 23.
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, the Prospectus Supplement No. 1 dated 10 August 2011 and
the Prospectus Supplement No. 2 dated 2 March 2012 (together, the
"Prospectus") which constitute a prospectus for the purposes of
Directive 2003/71/EC (and amendments thereto, including Directive
2010/73/EU, to the extent implemented in the Relevant Member State)
(the "Prospectus Directive"). This document constitutes the final
terms of the Notes (the "Final Terms") 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: 18
(ii) Tranche Number: 1
3. Specified Currency or Currencies: EUR
4. Aggregate Nominal Amount of
Notes admitted to trading
(i) Series: EUR 45,000,000
(ii) Tranche: EUR 45,000,000
5. Issue Price: 100 per cent. of the Aggregate
Nominal Amount
6. (i) Specified Denominations: EUR 100,000
(ii) Calculation Amount: EUR 100,000
7. (i) Issue Date: 28 June 2012
(ii) Interest Commencement Issue Date
Date:
8. Maturity Date: 28 June 2024
9. Interest Basis: Index Linked Interest
(further particulars specified
below)
10. Redemption/Payment Basis: Redemption at par
11. Change of Interest Basis or
Redemption/Payment Basis: Not Applicable
12. Put Options: Not Applicable.
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 16 February 2012 (Board Authorisation);
authorizations for issuance 14 June 2012 (Decision to Issue)
of Notes:
14. Method of distribution: Non-Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. Fixed Rate Note Provisions: 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 Applicable
Provisions:
(i) Index/Formula/other variable: The Index Linked Interest Rate
(expressed as a rate per annum)
will be determined by the Calculation
Agent in accordance with the
following formula, subject to
the application of the Minimum
Rate of Interest and Maximum
Rate of Interest:
EUR CMS 10 Year + 1.19%.
The Interest Amount payable
in respect of each Note on the
relevant Specified Interest
Payment Date will be obtained
by multiplying the relevant
Index Linked Interest Rate by
the Specified Denomination.
Where:
"EUR CMS 10 Year" means the
annual swap rate for Euro swap
transactions with a maturity
of 10 years, with reference
to Reuters Screen "ISDAFIX2"
Page, expressed as a percentage,
under the heading, "EURIBOR
BASIS - EUR" and above the caption
"11:00 AM FRANKFURT" as of 11:00
am Frankfurt time, and observed
by the Calculation Agent on
each Fixing Date.
"Fixing Date" means two TARGET
Business Days prior to the beginning
of each Interest Period.
(ii) Calculation Agent responsible Crédit Agricole Corporate
for calculating the interest and Investment Bank
due:
(iii) Provisions for determining If on any Fixing Date the EUR
Coupon where calculation by CMS 10 Year does not appear
reference to Index and/or Formula on Reuters Screen ISDAFIX2 Page,
and/or other variable is impossible such rate will be determined
or impracticable or otherwise by the Calculation Agent, in
disrupted: good faith and in a commercially
reasonable manner, in accordance
with the Floating Rate Option
"EUR-Annual Swap Rate-Reference
Bank" (as defined in the 2006
ISDA Definitions) for a period
of 10 years.
(iv) Specified Interest Payment Annually, on 28 June of each
Dates or Interest Periods: year from (and including) 28
June 2013 to (and including)
the Maturity Date
(v) Business Day Convention: Modified Following Business
Day Convention, applicable for
payment only
(vi) Additional Business Centre(s): Not Applicable
(vii) Minimum Rate/Amount of In respect of each Interest
Interest: Period from (and including)
the Interest Commencement Date
to (but excluding) 28 June 2014:
4.00% per annum
In respect of each Interest
Period from (and including)
28 June 2014 to (but excluding)
the Maturity Date: 0.00% per
annum
(viii) Maximum Rate/Amount 7.50% per annum
of Interest:
(ix) Day Count Fraction: 30/360, Unadjusted
19. Dual Currency Interest Note Not Applicable
Provisions:
PROVISIONS RELATING TO REDEMPTION
20. Call Option: Not Applicable
21. Put Option: Not Applicable.
22. Final Redemption Amount of EUR 100,000 per Calculation
each Note: Amount
23. Early Redemption Amount of EUR 100,000 per Calculation
each Note payable on redemption Amount
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 TARGET
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
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 Crédit Agricole Corporate
Dealer: and Investment Bank
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 Regulated Market
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
Moody's: Baa2
Moody's Deutschland GmbH is
established in the European
Union and has been registered
under the CRA Regulation.
Standard & Poor's Credit Market
Services Europe Limited is established
in the European Union and has
been registered under the CRA
Regulation.
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: Not Applicable
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: XS0795932499
Common Code: 079593249
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
ANNEX B
FINAL TERMS
(Amended and Restated)
23 May 2013
This document is the Final Terms for the issue of the Notes
described herein and supersedes the Final Terms dated 27 June 2012
in respect of the Notes. The purpose of the Amended and Restated
Final Terms is to correct the manifest errors contained under
paragraphs 6 (ii), 22 and 23.
Compagnie de Saint-Gobain
Issue of EUR 50,000,000 EUR 10 year CMS Linked Notes due 28 June
2024 (the "Notes")
under the EUR 12,000,000,000
Medium Term Note Programme
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, the Prospectus Supplement No. 1 dated 10 August 2011 and
the Prospectus Supplement No. 2 dated 2 March 2012 (together, the
"Prospectus") which constitute a prospectus for the purposes of
Directive 2003/71/EC (and amendments thereto, including Directive
2010/73/EU, to the extent implemented in the Relevant Member State)
(the "Prospectus Directive"). This document constitutes the final
terms of the Notes (the "Final Terms") 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: 19
(ii) Tranche Number: 1
3. Specified Currency or Currencies: EUR
4. Aggregate Nominal Amount of
Notes admitted to trading
(i) Series: EUR 50,000,000
(ii) Tranche: EUR 50,000,000
5. Issue Price: 100 per cent. of the Aggregate
Nominal Amount
6. (i) Specified Denominations: EUR 100,000
(ii) Calculation Amount: EUR 100,000
7. (i) Issue Date: 28 June 2012
(ii) Interest Commencement Issue Date
Date:
8. Maturity Date: 28 June 2024
9. Interest Basis: Index Linked Interest
(further particulars specified
below)
10. Redemption/Payment Basis: Redemption at par
11. Change of Interest Basis or
Redemption/Payment Basis: Not Applicable
12. Put Options: Not Applicable.
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 16 February 2012 (Board Authorisation);
authorizations for issuance 14 June 2012 (Decision to Issue)
of Notes:
14. Method of distribution: Non-Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. Fixed Rate Note Provisions: 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 Applicable
Provisions:
(i) Index/Formula/other variable: The Index Linked Interest Rate
(expressed as a rate per annum)
will be determined by the Calculation
Agent in accordance with the
following formula, subject to
the application of the Minimum
Rate of Interest and Maximum
Rate of Interest:
185% x EUR CMS 10 Year.
The Interest Amount payable
in respect of each Note on the
relevant Specified Interest
Payment Date will be obtained
by multiplying the relevant
Index Linked Interest Rate by
the Specified Denomination.
Where:
"EUR CMS 10 Year" means the
annual swap rate for Euro swap
transactions with a maturity
of 10 years, with reference
to Reuters Screen "ISDAFIX2"
Page, expressed as a percentage,
under the heading, "EURIBOR
BASIS - EUR" and above the caption
"11:00 AM FRANKFURT" as of 11:00
am Frankfurt time, and observed
by the Calculation Agent on
each Fixing Date.
"Fixing Date" means two TARGET
Business Days prior to the beginning
of each Interest Period.
(ii) Calculation Agent responsible Crédit Agricole Corporate
for calculating the interest and Investment Bank
due:
(iii) Provisions for determining If on any Fixing Date the EUR
Coupon where calculation by CMS 10 Year does not appear
reference to Index and/or Formula on Reuters Screen ISDAFIX2 Page,
and/or other variable is impossible such rate will be determined
or impracticable or otherwise by the Calculation Agent, in
disrupted: good faith and in a commercially
reasonable manner, in accordance
with the Floating Rate Option
"EUR-Annual Swap Rate-Reference
Bank" (as defined in the 2006
ISDA Definitions) for a period
of 10 years.
(iv) Specified Interest Payment Annually, on 28 June of each
Dates or Interest Periods: year from (and including) 28
June 2013 to (and including)
the Maturity Date
(v) Business Day Convention: Modified Following Business
Day Convention, applicable for
payment only
(vi) Additional Business Centre(s): Not Applicable
(vii) Minimum Rate/Amount of In respect of the Interest Period
Interest: from (and including) the Interest
Commencement Date to (but excluding)
28 June 2013: 3.60% per annum
In respect of each Interest
Period from (and including)
28 June 2013 to (but excluding)
the Maturity Date: 0.00% per
annum
(viii) Maximum Rate/Amount 6.00% per annum
of Interest:
(ix) Day Count Fraction: 30/360, Unadjusted
19. Dual Currency Interest Note Not Applicable
Provisions:
PROVISIONS RELATING TO REDEMPTION
20. Call Option: Not Applicable
21. Put Option: Not Applicable.
22. Final Redemption Amount of EUR 100,000 per Calculation
each Note: Amount
23. Early Redemption Amount of EUR 100,000 per Calculation
each Note payable on redemption Amount
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 TARGET
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
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 Crédit Agricole Corporate
Dealer: and Investment Bank
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 Regulated Market
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
Moody's: Baa2
Moody's Deutschland GmbH is
established in the European
Union and has been registered
under the CRA Regulation.
Standard & Poor's Credit Market
Services Europe Limited is established
in the European Union and has
been registered under the CRA
Regulation.
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: Not Applicable
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: XS0795838126
Common Code: 079583812
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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