TIDMCOD
RNS Number : 6063K
Compagnie de Saint-Gobain
06 May 2022
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018.
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN
SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (the United States),
OR TO PERSONS WHO ARE "U.S. PERSONS" AS DEFINED IN, AND IN RELIANCE
ON, REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED
(each, a U.S. Person), OR INTO ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW).
6 May 2022
COMPAGNIE DE SAINT-GOBAIN ANNOUNCES A TER OFFER TO PURCHASE
NOTES FOR CASH
Compagnie de Saint-Gobain (the Offeror) has today launched an
invitation to holders of its outstanding GBP300,000,000 5.625 per
cent. notes due November 2024 (ISIN: XS0274270817 ) (the Notes), to
tender their Notes for purchase by the Offeror for cash (the
Offer). The Offer is being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 6 May
2022 (the Tender Offer Memorandum) and as presented below and is
subject to the offer restrictions set out below and as more fully
described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to offer
restrictions) available from the Tender Agent as set out below.
Capitalised terms used and not otherwise defined in this
announcement have the meanings given in the Tender Offer
Memorandum.
ISIN /
Description of Common Outstanding
the Notes Coupon Code Principal Amount Benchmark Security Purchase Spread
------------------ ---------------- ------------------- ------------------ --------------------- ----------------
Notes 5.625 per cent. XS0274270817/ GBP300,000,000 UKT 2.75 per cent. 7 65 bps
027427081 September 2024
(ISIN: GB00BHBFH458)
The Offer will expire at 5:00 p.m. (London time) on 13 May 2022
(the Expiration Deadline) unless extended, re-opened or terminated
by the Offeror as provided in the Tender Offer Memorandum.
The Offeror is not under any obligation to accept for purchase
any Notes tendered pursuant to the Offer. The acceptance for
purchase by the Offeror of Notes tendered pursuant to the Offer is
at the sole discretion of the Offeror and tenders may be rejected
by the Offeror for any reason.
Rationale for the Offer
The purpose of the Offer is to manage the Offeror's debt profile
proactively and provide liquidity for investors in the Notes.
Details of the Offer
The validly tendered Notes will be accepted for purchase in full
by the Offeror on an any and all basis. Purchases of Notes will not
be pro-rated.
Purchase Price
The Offeror will, on the Tender Offer Settlement Date, pay for
Notes accepted by it for purchase pursuant to the Offer a price
(the Purchase Price) to be determined at or around 11:00 a.m.
(London time) (the Pricing Time) on 16 May 2022 (the Pricing Date)
in the manner further described in the Tender Offer Memorandum.
The Purchase Price will be determined by the Offeror, after
consultation with the Dealer Manager, in accordance with market
convention and expressed as a percentage of the principal amount of
the Notes (and rounded to the nearest 0.001 per cent. with 0.0005
per cent. being rounded upwards).
Specifically, the Purchase Price applicable to the Notes will
equal (a) the value of all remaining payments of principal and
interest on the Notes up to and including maturity, discounted to
the Tender Offer Settlement Date at a discount rate equal to the
relevant Purchase Yield, minus (b) Accrued Interest in respect of
the Notes, in line with market convention.
Tender Instructions
In order to participate in the Offer, and be eligible to receive
the Purchase Price and the Accrued Interest Payment pursuant to the
Offer, Noteholders must validly tender their Notes by delivering,
or arranging to have delivered on their behalf, a valid Tender
Instruction that is received by the Tender Agent by the Expiration
Deadline. See "Procedures for participating in the Offer" in the
Tender Offer Memorandum for further information.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would need to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offer by
the deadlines specified in the Tender Offer Memorandum. The
deadlines set by any such intermediary and each Clearing System for
the submission and withdrawal of Tender Instructions will be
earlier than the relevant deadlines specified in the Tender Offer
Memorandum.
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Expected Timetable of Events
The following table sets out the expected dates and times of the
key events relating to the Offer. This is an indicative timetable
and is subject to change. All times are London time.
Number of
Business Days
from and including
Date and time Launch Date Event
--------------------------- -------------------- ---------------------------------------
6 May 2022 Day 1 Launch Date
Announcement of Offer. Tender
Offer Memorandum available (subject
to the offer and distribution
restrictions set out in "Offer
and Distribution Restrictions"
in the Tender Offer Memorandum)
from the Tender Agent.
13 May 2022, 5:00 p.m. Day 6 Expiration Deadline
Final deadline for receipt of
valid Tender Instructions by
the Tender Agent in order for
Noteholders to be able to participate
in the Offer.
At or around 11:00 Day 7 Pricing Date (T)
a.m. (the Pricing Time) Expected determination of each
on 16 May 2022, or Purchase Yield and the Purchase
such other date as Price.
the Offeror may determine
(the Pricing Date)
As soon as reasonably Announcement of whether the
practicable after the Offeror will accept valid tenders
Pricing Time of Notes pursuant to the Offer
and, if so accepted, (i) the
aggregate principal amount of
Notes accepted for purchase,
(ii) the Purchase Yield, (iii)
the Purchase Spread, (iv) the
Purchase Price, (v) the Accrued
Interest and (vi) the Tender
Offer Settlement Date.
18 May 2022 Day 9 Expected Settlement Date of
Tender (T+2)
Expected settlement date for
the Offer.
The above dates and times are subject, where applicable, to the
right of the Offeror to extend, re-open, amend, and/or terminate
the Offer. Noteholders are advised to check with any bank,
securities broker or other intermediary through which they hold
Notes whether such intermediary would require receipt of
instructions to participate in, or (in the limited circumstances in
which revocation is permitted) revoke their instruction to
participate in, the Offer before the deadlines specified in the
Tender Offer Memorandum. Noteholders are advised to read carefully
the Tender Offer Memorandum for ful l details of, and information
on the procedures for participating in the Offer.
Questions and requests for assistance in connection with (i) the
Offer, may be directed to the Dealer Manager, and (ii) the delivery
of Tender Instructions, may be directed to the Tender Agent, the
contact details for both of which are set out below.
This announcement is released by Compagnie de Saint-Gobain and
contains information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 (UK MAR),
encompassing information relating to the Offer described above. For
the purposes of UK MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is made by Paul
Thomson , Directeur Droit des Financements of Compagnie de
Saint-Gobain.
NatWest Markets N.V. (Telephone +33-173249880; Attention:
Liability Management; Email:
liabilitymanagement@natwestmarkets.com) is acting as Dealer Manager
and Kroll Issuer Services Limited (Telephone: +44 20 7704 0880;
Attention: Thomas Choquet; Email: saintgobain@is.kroll.com) is
acting as Tender Agent.
DISCLAIMER 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 respect to the Offer. If
any Noteholder is in any doubt as to the action it should take, it
is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, immediately from its
broker, bank manager, solicitor, accountant or other independent
financial adviser. Noteholders should consult with their own
advisers as needed to assist them in making an investment decision
and to advise them whether they are legally permitted to tender
Notes pursuant to the Offer. Any individual or company whose Notes
are held on its behalf by a broker, dealer, bank, custodian, trust
company or other nominee or intermediary must contact such entity
if it wishes to tender Notes in the Offer. None of the Offeror, the
Dealer Manager, the Tender Agent, or any director, officer,
employee, agent or affiliate of any such person, is acting for any
Noteholder, or will be responsible to any Noteholder for providing
any protections which would be afforded to its clients or for
providing advice in relation to the Offer, and accordingly none of
the Offeror, the Dealer Manager, the Tender Agent or any director,
officer, employee, agent or affiliate of any such person, makes any
recommendation whatsoever regarding this announcement, the Offer,
or any recommendation as to whether Noteholders should tender their
Notes for purchase pursuant to the Offer.
Offer and Distribution Restrictions
The distribution of this announcement and the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Tender
Offer Memorandum comes are required by the Offeror and the Dealer
Manager to inform themselves about, and to observe, any such
restrictions. Nothing in this announcement or the Tender Offer
Memorandum or the electronic transmission thereof constitutes an
offer to buy or the solicitation of an offer to sell Notes (and
tenders of Notes in the Offer will not be accepted from
Noteholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Offer to be made by
a licensed broker or dealer and the Dealer Manager or any of its
affiliates is such a licensed broker or dealer in any such
jurisdiction, the Offer shall be deemed to be made by the Dealer
Manager or such affiliate, as the case may be, on behalf of the
Offeror in such jurisdiction.
United States
The Offer has not been and will not be registered under the
United States Securities Act of 1933, as amended (the Securities
Act) or with any securities regulatory authority of any state or
other jurisdiction of the United States and the Notes may not be
tendered in the Offer within the United States or to, or for the
account or benefit of, U.S. Persons except pursuant to an effective
registration statement under the Securities Act or an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act, in each case in accordance with
any applicable securities laws of any state of the United States.
The Offer is not being made, and will not be made, directly or
indirectly in or into, or by use of the mail of, or by any means or
instrumentality of interstate or foreign commerce of or of any
facilities of a national securities exchange of, the United States
or to any U.S. Person or in transactions that are not "offshore
transactions" (as defined in, and in reliance on, Regulation S
under the Securities Act (each, an Offshore Transaction). This
includes, but is not limited to, facsimile transmission, electronic
mail, telex, telephone, the internet and other forms of electronic
communication. The Notes may not be tendered in the Offer by any
such use, means, instrumentality or facility from or within the
United States or by persons located or resident in the United
States or by U.S. Persons. Accordingly, copies of this
announcement, the Tender Offer Memorandum and any other documents
or materials relating to the Offer are not being, and must not be,
directly or indirectly mailed or otherwise transmitted, distributed
or forwarded (including, without limitation, by custodians,
nominees or trustees) in or into the United States or to any
persons located or resident in the United States or to any U.S.
Persons. Any purported tender of Notes in the Offer resulting
directly or indirectly from a violation of these restrictions will
be invalid and any purported tender of Notes made by a person
located in the United States or by a U.S. Person, by any person
acting for or on the account or benefit of any person located in
the United States or U.S. Person, or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal
giving instructions from within the United States or for a U.S.
Person will be invalid and will not be accepted.
Each holder of Notes participating in the Offer will represent
that either it is not a U.S. Person and is not located in the
United States and is not participating in the Offer from the United
States, or it is acting on a non-discretionary basis for a
principal that is located outside the United States and is not a
U.S. Person and is participating and giving instructions to
participate in the Offer in Offshore Transactions from outside the
United States. For the purposes of this and the above two
paragraphs, United States means the United States of America, its
territories and possessions, (including Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the Northern
Mariana Islands), any state of the United States of America and the
District of Columbia.
United Kingdom
The communication of this announcement, Tender Offer Memorandum
and any other documents or materials relating to the Offer are not
being made, and such documents and/or materials have not been
approved, by an authorised person for the purposes of section 21 of
the Financial Services and Markets Act 2000 (the FSMA).
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials is exempt from the restriction on financial promotions
under section 21 of the FSMA on the basis that it is only directed
at and may be communicated to (1) those persons who are existing
members or creditors of the Offeror or other persons within Article
43 of the FSMA (Financial Promotion) Order 2005, as amended, and
(2) to any other persons to whom these documents and/or materials
may lawfully be communicated.
Belgium
Neither this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Offer have been, or
will be, submitted to, or notified to, or approved by, the Belgian
Financial Services and Markets Authority (Autorité des services et
marchés financiers/Autoriteit voor Financiële Diensten en Markten)
and, accordingly, the 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 takeover bids (loi relative aux offres publiques
d'acquisition/wet op de openbare overnamebiedingen), as amended or
replaced from time to time. Accordingly, the Offer may not be, and
is not being, advertised, and neither this announcement, the Tender
Offer Memorandum nor any brochure, any other material or document
relating thereto (including any memorandum, information circular,
brochure or any similar document) may, have or will be distributed,
directly or indirectly, to any person located and/or resident
within Belgium, other than those who qualify as qualified investors
(investisseurs qualifiés/qekwalificeerde beleggers) within the
meaning of Article 2, e), of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 on the
prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market, and repealing
Directive 2003/71/EC (the Prospectus Regulation) acting on their
own account. Accordingly, the information contained in this
announcement or the Tender Offer Memorandum or in any brochure or
any other document or material relating thereto may not be used for
any other purpose, including for any offering in Belgium, except as
may otherwise be permitted by law, and shall not be disclosed or
distributed to any other person in Belgium.
France
This announcement, the Tender Offer Memorandum and any other
documents or materials relating to the Offer are only addressed to
and are only directed at qualified investors within the meaning of
the Prospectus Regulation in France. Each person in France who
receives any communication in respect of the Offer contemplated in
this announcement, the Tender Offer Memorandum and any other
documents or materials relating to the Offer will be deemed to have
represented, warranted and agreed to and with the Dealer Manager
and the Offeror that it is a qualified investor within the meaning
of Article 2(e) of the Prospectus Regulation.
Italy
None of the Offer, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the Offer
have been or will be submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant
to Italian laws and regulations. The Offer is being carried out in
Italy as an exempted offer pursuant to Article 101-bis, paragraph
3-bis of the Legislative Decree No. 58 of 24 February 1998, as
amended (the Financial Services Act) and Article 35-bis, paragraph
4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Accordingly, Noteholders or beneficial owners of the Notes that are
located in Italy can tender Notes for purchase pursuant to the
Offer through authorised persons (such as investment firms, banks
or financial intermediaries permitted to conduct such activities in
the Republic of Italy in accordance with the Financial Services
Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended
from time to time, and Legislative Decree No. 385 of 1 September
1993, as amended) and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other
Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes and/or the Offer.
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END
MSCUNOWRUSUVRRR
(END) Dow Jones Newswires
May 06, 2022 04:38 ET (08:38 GMT)
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