Pdf Saint-gobain Pam Ipo Offering Prospectus

Pdf saint-gobain pam ipo offering prospectus

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1983 Non-voting participating securities

In June 1983, Compagnie de Saint-Gobain issued non-voting participating securities for FRF 700 million, with an attached warrant giving the right to subscribe to an additional FRF 700 million of non-voting participating securities. In all, 1,288,299 securities of FRF 1,000 have been issued. Their par value now stands at €152.45 following the conversion into euros carried out in 1999.

Since their issue, the remuneration of the non-voting securities has always reached the maximum permitted under the terms of the prospectus that is 125% of the average rate of interest of bonds (TMO).

Based on the 2004 results, the remuneration in 2005 should be at the same level.

Pdf saint-gobain pam ipo offering prospectus

The remuneration is in fact fixed between 75% and 125% of TMO, based on the consolidated results of Saint-Gobain. The amount paid per security in 2006 in respect of the 2005 fiscal year was €6.97.

1984 Non-voting participating securities

In April 1984, non-voting participating securities amounting to ECU 100 million were issued together with a warrant giving the right to acquire an equivalent number of participating securities in ECUs.

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In all, 194,633 securities of ECU 1,000 have been issued. Their par value is now €1,000. The remuneration of the non-voting participating securities in ECUs comprises a fixed portion of 7.5% per annum applied to 60% of the par value of the security and a variable amount on the remaining 40% based on the consolidated net income of the previous year within the limits set by the prospectus.

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The total remuneration varies, depending on consolidated net income, between the average rates of interest on bonds (TMOE) less 0.50% and the TMOE plus 1.75%.

The amount paid by security in 2006 was €67.50, paid in two installments.

Issue of Océane bonds

In February 2002, Compagnie de Saint-Gobain issued five-year Océane bonds convertible into new shares or exchangeable for existing shares, for a total amount of €920 million.

Pdf saint-gobain pam ipo offering prospectus

These bonds, which were quoted on Eurolist of Euronext Paris as from February 18, 2002, were removed from the Eurolist index on January 2, 2007. Bondholders elected to convert 4,355,403 bonds into new shares on December 20, 2006.

Pdf saint-gobain pam ipo offering prospectus

Accordingly, 17,421,612 new shares were issued at December 31, 2006, resulting in a 4.96% rise in the number of shares issued and outstanding.