Offer Update

RNS Number : 1585X

Compagnie de Saint-Gobain

20 June 2008

 



THIS NOTICE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO

   20 June 2008

Recommended cash offer

for

Gibbs and Dandy plc

by

Saint-Gobain Building Distribution Limited

(an indirect wholly-owned subsidiary of Compagnie de Saint-Gobain)

Offer unconditional as to acceptances

On 7 May 2008, the boards of Saint-Gobain Building Distribution Limited ('SGBD') and Gibbs and Dandy plc ('Gibbs and Dandy') announced they had reached agreement on the terms of a recommended cash offer to be made by SGBD to acquire the entire issued and to be issued share capital of Gibbs and Dandy (the 'Offer'). The Offer Document was posted to Gibbs and Dandy Shareholders on 19 May 2008.

SGBD announces that the acceptance condition set out in paragraph 1 to Appendix 1 to the Offer Document has been satisfied and that the Offer has become unconditional as to acceptances. The Offer will remain open for acceptance until further notice.

Level of acceptances and interests

As at 1.00 pm (London time) on 19 June 2008, SGBD had received valid acceptances of the Offer in respect of a total of 9,185,186 Gibbs and Dandy Shares, representing approximately 90.76 per cent. of the existing issued ordinary share capital of Gibbs and Dandy, the subject of the Offer. Accordingly, the acceptance condition set out in paragraph 1 of Appendix 1 to the Offer Document has been satisfied.

Prior to the announcement of the Offer on 7 May 2008, SGBD had received irrevocable acceptances and a non-binding letter of intent to accept (or procure the acceptance of) in respect of their entire beneficial holdings totaling 2,814,884 Gibbs and Dandy Shares, representing approximately 27.82 per cent. of the existing ordinary share capital of Gibbs and Dandy. Acceptances in respect of 2,814,884 Gibbs and Dandy Shares have been received pursuant to these irrevocable undertakings and non-binding letter of intent and are included in the total number of valid acceptances referred to above.

Save as disclosed in this announcement, neither SGBD nor Saint-Gobain, nor any person acting in concert with SGBD and/or Saint-Gobain, had an interest in or had any rights to subscribe for any relevant securities of Gibbs and Dandy nor had any short position or any arrangement in relation to any relevant securities of Gibbs and Dandy. For these purposes, 'arrangement' includes any agreement to sell or any delivery obligation or option arrangement or right to require another person to purchase or take delivery of any relevant securities of Gibbs and Dandy and any borrowing or lending of any relevant securities of Gibbs and Dandy which have not been on-lent or sold and any outstanding irrevocable undertaking with respect to any relevant securities of Gibbs and Dandy.

Terms defined in the Offer Document have the same meaning when used in this

announcement.

Enquiries:

Compagnie de Saint-Gobain

Investor Relations Department :

Mrs Florence Triou-Teixeira                          [phone]

Mr Alexandre Etuy                                         [phone]

Mr Vivien Dardel                                            [phone]

Media:

Sophie Chevallon                                          [phone]

Gleacher Shacklock                                      [phone]

Kieran Murphy

Gleacher Shacklock, which is authorised and regulated by the Financial Services

Authority in the United Kingdom, is acting for SGBD and Compagnie de

Saint-Gobain and no one else in connection with the Offer and will not be

responsible to anyone other than SGBD and Compagnie de Saint-Gobain for

providing the protections afforded to clients of Gleacher Shacklock nor for

providing advice in relation to the Offer or to the matters referred to in this

announcement.

This announcement is not intended to and does not constitute, or form any part

of, an offer or an invitation or the solicitation of an offer to purchase,

otherwise acquire, subscribe for, sell or otherwise dispose of, any securities

in any jurisdiction pursuant to the Offer or otherwise.

This announcement and the Offer are not being, and will not be made, directly or

indirectly, in or into the United States, Canada, Australia, Japan or any Restricted Jurisdiction where to do so would constitute a violation of the laws of the Restricted Jurisdiction, and the Offer may not be capable of acceptance from or within the United States, Canada, Australia, Japan or any other Restricted Jurisdiction where to do so would constitute a violation of the laws of the Restricted Jurisdiction. Accordingly, unless otherwise determined by SGBD or required by the City Code and permitted by applicable law and regulation, copies of this announcement and any other documents related to the Offer are not being, and must not be, indirectly or directly, mailed,

transmitted or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia, Japan or any other jurisdiction where to do so would constitute a

violation of the laws of the Restricted Jurisdiction. All persons receiving this

announcement (including, without limitation, custodians, nominees and trustees)

should observe these restrictions and any applicable legal or regulatory

requirements of their jurisdiction and must not mail or otherwise forward, send

or distribute the announcement in, into or from the United States, Canada, Australia, Japan or any other Restricted Jurisdiction where to do so would constitute a violation of the laws of the Restricted Jurisdiction. Any person (including, without limitation, any

custodian, nominee or trustee) who would, or otherwise intends to, or may have a

contractual or legal obligation to, forward this announcement and/or the Offer

Document and/or the Form of Acceptance and/or other related document to any

jurisdiction outside the UK should inform themselves of, and observe, any

applicable legal or regulatory requirements of such jurisdiction.

 

END

 

 

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