7th May 2008 16:59
Compagnie de Saint-Gobain07 May 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION FOR IMMEDIATE RELEASE 7 May 2008 RECOMMENDED CASH OFFER BY SAINT-GOBAIN BUILDING DISTRIBUTION LIMITED (an indirect wholly-owned subsidiary of Compagnie de Saint-Gobain) FOR GIBBS AND DANDY PLC Summary • The Boards of Saint-Gobain Building Distribution Limited (awholly-owned subsidiary of Compagnie de Saint-Gobain) and of Gibbs and Dandy plcare pleased to announce today that they have reached agreement on the terms of arecommended cash offer to be made by SGBD to acquire the entire issued and to beissued share capital of Gibbs and Dandy. • The Offer will be 425 pence in cash for each Gibbs and DandyShare and will value the existing issued share capital of Gibbs and Dandy atapproximately £43.0 million. The acquisition will be funded from within theexisting cash resources of the Saint-Gobain Group. • Gibbs and Dandy Shareholders who were on the register at theclose of business on 11 April 2008 will also be entitled to receive and retainthe final dividend of 10 pence per Gibbs and Dandy Share which is expected to bepaid on 12 May 2008. • The Offer Price represents: - a premium of approximately 8.3 per cent. to the Closing Price of 392.5pence per Gibbs and Dandy Share on 6 May 2008, being the last dealing day priorto the date of this announcement; - a premium of approximately 24.6 per cent. to the Closing Price of 341 penceper Gibbs and Dandy Share on 14 February 2008, being the date immediately priorto the date of the announcement by Gibbs and Dandy that it had received anapproach which might lead to an offer; - a premium of approximately 37.8 per cent. to the average ClosingPrice of approximately 308.4 pence per Gibbs and Dandy Share for the three monthperiod ending on 14 February 2008; and - a multiple of approximately 13.3 times Gibbs and Dandy's earnings pershare of 32.0 pence for the year ended 31 December 2007. • The Board of Gibbs and Dandy, which has been so advised byPanmure Gordon, considers the terms of the Offer to be fair and reasonable. Inproviding advice to the Board of Gibbs and Dandy, Panmure Gordon has taken intoaccount the commercial assessments of the directors of Gibbs and Dandy.Accordingly, the Board of Gibbs and Dandy intends unanimously to recommend tothe Gibbs and Dandy Shareholders that they accept the Offer, as they themselveshave irrevocably undertaken to do (or procure to be done) in respect of theirentire beneficial holdings of Gibbs and Dandy Shares, amounting to, inaggregate, 591,932 Gibbs and Dandy Shares, representing approximately 5.85 percent. of the existing issued share capital of Gibbs and Dandy. • In addition, SGBD has received irrevocable undertakings toaccept the Offer or to procure that another person accepts the Offer fromcertain other shareholders of Gibbs and Dandy (being the immediate families ofthe directors of Gibbs and Dandy and related trusts), in respect of a total of748,076 Gibbs and Dandy Shares representing approximately 7.39 per cent. of theissued share capital of Gibbs and Dandy. • SGBD has also received irrevocable undertakings to accept theOffer or to procure that another person accepts the Offer from certain furthershareholders of Gibbs and Dandy, in respect of a total of 1,324,732 Gibbs andDandy Shares representing approximately 13.09 per cent. of the issued sharecapital of Gibbs and Dandy. These undertakings will cease to be binding in theevent of an offer for the issued share capital of Gibbs and Dandy by anotherparty which has a cash value equal to or greater than 440 pence per Gibbs andDandy Share. • SGBD has also received a non-binding letter of intent to acceptthe Offer from a Gibbs and Dandy Shareholder in respect of a total of 150,144Gibbs and Dandy Shares representing approximately 1.48 per cent of the issuedshare capital of Gibbs and Dandy. • In aggregate, SGBD has therefore received irrevocableundertakings and non-binding letters of intent, to accept the Offer, or toprocure that another person accepts the Offer, in respect of a total of2,814,884 Gibbs and Dandy Shares, representing approximately 27.82 per cent. ofthe issued share capital of Gibbs and Dandy. Commenting on the Offer, Peter Hindle, CEO of SGBD, said: "We are delighted to have reached agreement with the Board of Gibbs and Dandy.The transaction represents a further step in our strategy to broaden our productand geographic reach in the UK. We look forward to working with the Gibbs andDandy team to realise the potential that exists to grow the business and toshare best practice." Commenting on the Offer, Christopher Roshier, Chairman of Gibbs and Dandy, said: "The Directors are pleased to recommend this offer from Saint-Gobain BuildingDistribution Limited. We believe that this offer represents an attractivepremium and provides certainty of value for our shareholders. The Directors areconfident that the Saint-Gobain Group will also provide a very attractiveopportunity to develop Gibbs and Dandy's business, to the benefit of itsemployees and customers, providing a robust platform for Gibbs and Dandy for thefuture." Gleacher Shacklock is acting as financial advisor to Compagnie de Saint-Gobainand SGBD. Panmure Gordon is acting as financial advisor to Gibbs and Dandy. This summary should be read in conjunction with the full text of the followingannouncement and its appendices. Appendix I contains the conditions and certainfurther terms of the Offer; Appendix III contains details of the commitments toaccept the Offer from Gibbs and Dandy Shareholders; and Appendix IV containsdefinitions of certain terms used in this announcement. ENQUIRIES: Compagnie de Saint-GobainInvestor Relations Department :Mrs Florence Triou-Teixeira +33 1 47 62 45 19Mr Alexandre Etuy +33 1 47 62 37 15Mr Vivien Dardel +33 1 47 62 44 29Media:Sophie Chevallon +33 1 47 62 30 48 Gleacher Shacklock 020 7484 1150Kieran Murphy Gibbs and Dandy 01582 798 798Michael DandyAmitabh Sharma Panmure Gordon 020 7459 3600Andrew GodberAndrew PottsGiles Stewart The Paddy Manning CompanyPaddy Manning 020 7930 0777 Gleacher Shacklock, which is authorised and regulated by the Financial ServicesAuthority in the United Kingdom, is acting for SGBD and Compagnie deSaint-Gobain and no one else in connection with the Offer and will not beresponsible to anyone other than SGBD and Compagnie de Saint-Gobain forproviding the protections afforded to clients of Gleacher Shacklock nor forproviding advice in relation to the Offer or to the matters referred to in thisannouncement. Panmure Gordon, which is authorised and regulated by the Financial ServicesAuthority in the United Kingdom, is acting for Gibbs and Dandy and no one elsein connection with the Offer and will not be responsible to anyone other thanGibbs and Dandy for providing the protections afforded to clients of PanmureGordon nor for providing advice in relation to the Offer or to the mattersreferred to in this announcement. This announcement is not an offer to sell or an invitation or solicitation topurchase any securities. The Offer will be made solely by means of the OfferDocument and, in the case of Gibbs and Dandy Shares held in certificated form,the Form of Acceptance. Any acceptance in relation to the Offer should be madesolely on the basis of the information contained in the Offer Document and, inthe case of Gibbs and Dandy Shares held in certificated form, the Form ofAcceptance. Gibbs and Dandy Shareholders are strongly advised to read carefullythe formal documentation in relation to the Offer once it has been despatched. Overseas jurisdictions The release, publication or distribution of the following announcement injurisdictions other than the United Kingdom may be restricted by law and,therefore, any persons who are subject to the laws of any jurisdiction otherthan the United Kingdom should inform themselves about, and observe, anyapplicable requirements. The following announcement has been prepared inaccordance with English law and the City Code and the information disclosed inthis announcement may not be the same as that which would have been disclosed init had this announcement been prepared in accordance with the laws ofjurisdictions outside England. The making of the Offer in jurisdictions outside the United Kingdom or toOverseas Shareholders or to nominees of or trustees for Overseas Shareholdersmay be prohibited or affected by the laws or regulatory requirements of therelevant overseas jurisdictions. Such Overseas Shareholders should informthemselves about and observe any applicable legal requirements of suchjurisdictions. It is the responsibility of any Overseas Shareholder wishing toaccept the Offer to satisfy himself as to the full observance of the laws andregulatory requirements of the relevant jurisdiction in connection therewith,including the obtaining of any governmental, exchange control or other consentswhich may be required, compliance with other formalities needing to be observedand the payment of any issue, transfer or other taxes or duties or requisitepayments due in such jurisdiction. Any such Overseas Shareholder will beresponsible for payment of any such issue, transfer or other taxes, duties orother requisite payments due in such jurisdiction by whomsoever payable, andSGBD and Compagnie de Saint-Gobain (and any person acting on the behalf ofeither of them) shall be entitled to be fully indemnified and held harmless bysuch Overseas Shareholder for any such issue, transfer or other taxes or dutiesor other requisite payments as SGBD and Compagnie de Saint-Gobain (and anyperson acting on the behalf of either of them) may be required to pay. This announcement is not an offer of securities for sale or purchase in theUnited States, Canada, Australia, Japan or any Restricted Jurisdiction. TheOffer will not be made, directly or indirectly, in or into, or by use of themails of, or by any means or instrumentality (including, but not limited to,facsimile transmission or other electronic transmission, telex or telephone) ofinterstate or foreign commerce of, or any facilities of a national, local orother securities exchange of, the United States, Canada, Australia, Japan or anyRestricted Jurisdiction, and the Offer cannot be accepted and will not becapable of acceptance by such use, means, instrumentality or facilities from orwithin the United States, Canada, Australia, Japan or any RestrictedJurisdiction. Accordingly, copies of this announcement are not being, and mustnot be, mailed or otherwise distributed or sent in or into or from the UnitedStates, Canada, Australia, Japan or any Restricted Jurisdiction. Takeover Code Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Gibbs and Dandy, all "dealings" in such "relevantsecurities" of Gibbs and Dandy (including by means of an option in respect of,or a derivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 pm (London time) on the Business Day followingthe date of the relevant transaction. This requirement will continue until thedate on which the Offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the Offer Periodotherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Gibbs and Dandy, they will be deemed to be a single person forthe purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Gibbs and Dandy by SGBD or Gibbs and Dandy, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the Business Day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the Panel. Forward-looking statements This announcement, including information included or incorporated by referencein this announcement, contains statements about Gibbs and Dandy, the Offer,Compagnie de Saint-Gobain and SGBD that are or may be forward-lookingstatements. All statements other than statements of historical facts includedin this announcement may be forward looking statements. Without limitation, anystatements preceded or followed by or that include the words 'targets', 'plans', 'believes', 'expects', 'aims', 'intends', 'will', 'may', 'anticipates', 'estimates', 'projects', or words or terms of similar substance or the negativethereof identify forward-looking statements. Forward-looking statements includestatements relating to the following: (i) future capital expenditures, expenses,revenues, earnings, synergies, economic performance, indebtedness, financialcondition, dividend policy, losses and future prospects; (ii) business andmanagement strategies and the expansion and growth of Gibbs and Dandy's, SGBD'sand Compagnie de Saint-Gobain's operations; and (iii) the effects of governmentregulation on Gibbs and Dandy's, SGBD's or Compagnie de Saint-Gobain's business. These forward-looking statements are not guarantees of future performance. Theyhave not been reviewed by the auditors of Gibbs and Dandy, SGBD or Compagnie deSaint-Gobain. These forward-looking statements involve known and unknown risks,uncertainties and other factors which may cause the actual results, performanceor achievements of any such person, or industry, to be materially different fromany results, performance or achievements expressed or implied by suchforward-looking statements. These forward-looking statements are based onnumerous assumptions regarding the present and future business strategies ofsuch persons and the environment in which each will operate in the future. Youare cautioned not to place undue reliance on the forward-looking statements,which speak only as of the date they were made. All subsequent oral or writtenforward-looking statements attributable to Gibbs and Dandy, SGBD or Compagnie deSaint-Gobain or any of their members or any persons acting on their behalf areexpressly qualified in their entirety by the cautionary statement above. Allforward-looking statements included in this announcement are based oninformation available to the relevant parties on the date hereof. Investorsshould not place undue reliance on such forward-looking statements, and neitherCompagnie de Saint-Gobain, SGBD , Gibbs and Dandy nor their directors undertakesany obligation in respect of, and do not intend to update or revise anyforward-looking statements except as required by the City Code or pursuant toapplicable law. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO ORFROM ANY JURISDICTION WHERE TO DO SO WOULD CONSITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION FOR IMMEDIATE RELEASE 7 May 2008 RECOMMENDED CASH OFFER BY SAINT-GOBAIN BUILDING DISTRIBUTION LIMITED (an indirect wholly-owned subsidiary of Compagnie de Saint-Gobain) FOR THE WHOLE OF THE ISSUED AND TO BE ISSUED SHARE CAPITAL OF GIBBS AND DANDY PLC 1. Introduction The Boards of Saint-Gobain Building Distribution Limited (a wholly-ownedsubsidiary of Compagnie de Saint-Gobain) and of Gibbs and Dandy plc are pleasedto announce today that they have reached agreement on the terms of a recommendedcash offer to be made by SGBD to acquire the entire issued and to be issuedshare capital of Gibbs and Dandy. 2. The Offer The Offer, which will be subject to the conditions set out in Appendix I to thisannouncement and to the full terms and conditions to be set out in the OfferDocument, will be made on the following basis: for each Gibbs and Dandy Share 425 pence in cash The Offer values the existing issued share capital of Gibbs and Dandy atapproximately £43.0 million. The Offer Price represents: - a premium of approximately 8.3 per cent. to the Closing Price of 392.5pence per Gibbs and Dandy Share on 6 May 2008, being the last dealing day priorto the date of this announcement; - a premium of approximately 24.6 per cent. to the Closing Price of 341 penceper Gibbs and Dandy Share on 14 February 2008 being the date immediately priorto the announcement by Gibbs and Dandy that it had received an approach whichmight lead to an offer; - a premium of approximately 37.8 per cent. to the average ClosingPrice of approximately 308.4 pence per Gibbs and Dandy Share for the three monthperiod ending 14 February 2008; and - a multiple of approximately 13.3 times Gibbs and Dandy's earnings pershare of 32.0 pence for the year ended 31 December 2007. Gibbs and Dandy Shares will be acquired by SGBD pursuant to the Offer fully paidand free from all liens, equities, charges, equitable interests, encumbrances,rights of pre-emption and other third party rights and/or interests of anynature whatsoever and together with all rights attaching to them, now or in thefuture, including the right to receive and retain all dividends, interest andother distributions declared, paid or made in the future except that Gibbs andDandy Shareholders on the register at close of business on 11 April 2008 will beentitled to receive and retain the final dividend of 10p per Gibbs and DandyShare which is expected to be paid on 12 May 2008. 3. Recommendation The directors of Gibbs and Dandy, who have been so advised by Panmure Gordon,consider the terms of the Offer to be fair and reasonable. In providing adviceto the Board of Gibbs and Dandy, Panmure Gordon has taken into account thecommercial assessments of the directors of Gibbs and Dandy. Accordingly, the Board of Gibbs and Dandy intends unanimously to recommend tothe Gibbs and Dandy Shareholders that they accept the Offer, as they havethemselves irrevocably undertaken to do (or procure to be done) in respect oftheir entire beneficial holdings of Gibbs and Dandy Shares amounting to, inaggregate, 591,932 Gibbs and Dandy Shares, representing approximately 5.85 percent. of the existing issued share capital of Gibbs and Dandy. 4. Irrevocable undertakings SGBD has received irrevocable undertakings to accept the Offer (or to procurethat another person accepts the Offer) from the directors of Gibbs and Dandy andtheir immediate families, related trusts and any other person whose interests inGibbs and Dandy Shares a director is taken to be interested in pursuant to Part22 of the Companies Act 2006 in respect of a total of 1,340,008 Gibbs and DandyShares, being all of the Gibbs and Dandy Shares in which they are interested,representing approximately 13.24 per cent. of the issued share capital of Gibbsand Dandy (including the commitments referred to in paragraph 3 above). Theseirrevocable undertakings will only cease to be binding in the event that theOffer Document is not posted within 28 days (or such longer period as the Panelmay agree) after the date of this announcement or the Offer lapses or iswithdrawn. In addition, SGBD has received irrevocable undertakings to accept the Offer (orto procure that another person accepts the Offer) from certain other Gibbs andDandy Shareholders, in respect of a total of 1,324,732 Gibbs and Dandy Sharesrepresenting approximately 13.09 per cent. of the issued share capital of Gibbsand Dandy. The undertakings in respect of 1,324,732 Gibbs and Dandy Shares fromthose shareholders will cease to be binding in the event of an offer for theissued ordinary share capital of Gibbs and Dandy by another party which has acash value equal to or greater than 440 pence per Gibbs and Dandy Share. Theseirrevocable undertakings will also cease to be binding in the event that theOffer Document is not posted within 28 days (or such longer period as the Panelmay agree) after the date of this announcement or the Offer lapses or iswithdrawn. SGBD has also received a non-binding letter of intent to accept the Offer from aGibbs and Dandy Shareholder in respect of 150,144 Gibbs and Dandy Sharesrepresenting approximately 1.48 per cent. of the issued share capital of Gibbsand Dandy. In aggregate, SGBD has therefore received irrevocable undertakings, andnon-binding letters of intent, to accept the Offer, or to procure that anotherperson accepts the Offer, in respect of a total of 2,814,884 Gibbs and DandyShares, representing approximately 27.82 per cent. of the issued share capitalof Gibbs and Dandy. 5. Information on the Saint-Gobain Group and on SGBD SGBD is a wholly-owned subsidiary of Compagnie de Saint-Gobain. TheSaint-Gobain Group is a leading producer, processor and distributor ofmaterials, especially in glass, ceramics, plastics and building materials. Itoperates in 54 countries worldwide and employs approximately 207,000 people. Itis Europe's largest distributor of building materials with operations in 20countries including the UK, France and Germany. In the year ended 31 December 2007, Compagnie de Saint-Gobain reported grouprevenue of €43,421 million (2006: €41,596 million) and group operating profit of€4,108 million (2006: €3,714 million). As at 31 December 2007, Compagnie deSaint-Gobain had consolidated net assets of €15,267 million (2006: €14,487million). 6. Information on Gibbs and Dandy Gibbs and Dandy is a UK distributor of a wide range of building materials, with11 branches across the Northern Home Counties, the Thames Valley and the SouthMidlands. It was founded in the nineteenth century and listed on the BirminghamStock Exchange in 1953. Gibbs and Dandy has a strong focus on customerservice, a large customer base, wide product range and an experienced managementteam with many long serving employees. In the year ended 31 December 2007, Gibbs and Dandy reported group revenue of£62.5 million (2006: £58.4 million) and group operating profit of £4.5 million(2006: £4.0 million). As at 31 December 2007, Gibbs and Dandy had consolidatednet assets of £25.3 million (2006: £22.3 million). Over the past decade Gibbs and Dandy has grown both organically and byacquisition. For example, in 2007 Gibbs and Dandy completed the purchase ofCarson Fletcher Timber Limited, based in Market Harborough, Leicestershire. Thisacquisition complemented Gibbs and Dandy's presence in Northamptonshire andallowed it to expand its timber product offering. In addition to enlarging thebranch network, the management of Gibbs and Dandy have sought to enhance thesales environment of the existing branches with a number of refurbishmentprojects in recent years. 7. Background to the recommendation The approach by SGBD and the level of the Offer is such that the Gibbs and DandyDirectors believe it provides Gibbs and Dandy Shareholders with certainty ofvalue at an attractive level, which reflects both the quality of the Gibbs andDandy business and its standing in its markets, and that Gibbs and DandyShareholders should have the opportunity to realise their investment in Gibbsand Dandy. Whilst Gibbs and Dandy Directors believe that the business is well positioned tocontinue to operate successfully as an independent builders' merchant, theyconsider that its future will be more successful as part of a largerorganisation whose greater buying power and access to significant capital willsafeguard Gibbs and Dandy's ability to compete in the current market environmentand to expand in the future. This will, they believe, result in moreopportunities for Gibbs and Dandy's management and employees. Gibbs and Dandy Directors believe that if Gibbs and Dandy were to remainindependent, there would be no certainty that its share price would achieve thelevel of the Offer Price in the medium term. Gibbs and Dandy Directors havetherefore concluded that the Offer represents the best route available toshareholders to optimise shareholder value both in the current market and in theforeseeable future. The Offer represents a premium of approximately 8.3 per cent. to the ClosingPrice of 392.5 pence per Gibbs and Dandy Share on 6 May 2008, being the lastdealing day prior to this announcement; a premium of approximately 24.6 percent. to the Closing Price of 341 pence per Gibbs and Dandy Share on 14 February2008 being the date immediately prior to the announcement by Gibbs and Dandythat it had received an approach which might lead to an offer; a premium ofapproximately 37.8 per cent. to the average Closing Price of approximately 308.4pence per Gibbs and Dandy Share for the three month period ended 14 February2008; and a multiple of approximately 13.3 times Gibbs and Dandy's earnings pershare of 32.0 pence for the year ended 31 December 2007. In summary Gibbs and Dandy Directors believe that the Offer represents anattractive premium and provides certainty of value for Gibbs and DandyShareholders. The Gibbs and Dandy Directors are confident that SGBD will alsoprovide a very attractive opportunity to develop Gibbs and Dandy's business, tothe benefit of its employees and customers, providing a robust platform forGibbs and Dandy for the future. 8. Background to and reasons for the Offer Gibbs and Dandy is a long-established and respected brand in thebuilding materials distribution market within its geographical area of activity. SGBD considers that the acquisition of Gibbs and Dandy represents anattractive opportunity to extend its UK operations. Accordingly, SGBD intendsthat, post the acquisition, Gibbs and Dandy branches will continue to tradeunder the Gibbs and Dandy name. SGBD also intends that the existing executivedirectors of Gibbs and Dandy will continue to work in the business. 9. Management, employees and locations SGBD attaches great importance to the skills and experience of the existingmanagement and employees of Gibbs and Dandy. SGBD has given assurances to theBoard of Gibbs and Dandy that the existing employment rights, including pensionrights, of all Gibbs and Dandy employees will be observed at least to the extentrequired by applicable law. SGBD's plans for Gibbs and Dandy do not involve anymaterial change in the conditions of employment of Gibbs and Dandy. SGBD has nocurrent intention to change the location of Gibbs and Dandy places of businessor to redeploy its fixed assets. 10. Financing of the Offer The consideration payable under the Offer will be satisfied from theexisting resources of the Saint-Gobain Group. Gleacher Shacklock is satisfied that sufficient resources are available to SGBDto satisfy in full the consideration payable under the Offer. 11. Disclosure of interests in Gibbs and Dandy Shares Except as disclosed in this paragraph 11 and except for the irrevocableundertakings referred to above, as at 6 May 2008 (the latest practicable dateprior to the date of this announcement), neither Compagnie de Saint-Gobain orSGBD, nor any of the directors of Compagnie de Saint-Gobain or SGBD, nor theirclose relatives and related trusts, nor, so far as either of Compagnie deSaint-Gobain or SGBD is aware, any person acting in concert with Compagnie deSaint-Gobain or SGBD for the purposes of the Offer is interested in or has anyrights to subscribe for any Gibbs and Dandy Shares, nor does any such personhave any short position in Gibbs and Dandy Shares (whether conditional orabsolute and whether in the money or otherwise), including any short positionunder a derivative, any agreement to sell or any delivery obligation or right torequire another person to purchase or take delivery or any arrangement inrelation to Gibbs and Dandy Shares. For these purposes, 'arrangement' includesany agreement to sell or any delivery obligation or right to require anotherperson to purchase or take delivery and borrowing or lending of Gibbs and DandyShares. An 'arrangement' also includes any indemnity or option arrangement andany agreement or understanding, formal or informal, of whatever nature relatingto Gibbs and Dandy Shares which may be an inducement to deal or refrain fromdealing in such securities. 'Interest' includes any long economic exposure,whether conditional or absolute, to changes in the price of securities and aperson is treated as having an 'interest' by virtue of the ownership or controlof securities, or by virtue of any option in respect of, or derivative referenceto, securities. Neither Compagnie de Saint-Gobain or SGBD, nor, so far as Compagnie deSaint-Gobain and SGBD are aware, any person acting, or presumed to be acting, inconcert with Compagnie de Saint-Gobain or SGBD has borrowed or lent any Gibbsand Dandy Shares (save for any borrowed shares which have either been on-lent orsold). 12. Inducement fee As part of the negotiations between Gibbs and Dandy and SGBD, Gibbs and Dandyentered into an inducement fee arrangement with SGBD on 29 April 2008. Theinducement fee, which is equal to £400,000 (plus VAT, if applicable) (it beingagreed and acknowledged by Gibbs and Dandy and by SGBD that such payment shallnot be greater than, and shall not exceed, 1% of the value of the Offer and thatnothing in the inducement fee arrangement letter shall oblige Gibbs and Dandy topay an amount which the Panel determines would not be permitted by Rule 21.2 ofthe City Code) is payable by Gibbs and Dandy to SGBD in certain eventsincluding, inter alia, Gibbs and Dandy breaching the terms of certainexclusivity provisions agreed to by Gibbs and Dandy as part of the inducementfee arrangements; the Gibbs and Dandy Directors withdrawing or modifying, in amanner adverse to the success of the Offer, their recommendation to Gibbs andDandy Shareholders in respect of the Offer; or any person or entity (other thanCompagnie de Saint-Gobain or any party acting in concert with it) announcing anintention to make a higher competing offer which subsequently becomesunconditional in all respects. Pursuant to Rule 21.2 of the Code, Panmure Gordon and Gibbs and Dandy haveconfirmed to the Panel that they consider the terms of the inducement fee to bein the best interests of Gibbs and Dandy Shareholders. Further details relating to the inducement fee will be set out in the OfferDocument. 13. Compulsory acquisition and delisting Upon the Offer becoming, or being declared, unconditional in all respects andsufficient acceptances being received, SGBD intends to apply the procedures setout in sections 979 to 982 (inclusive) of the Companies Act 2006 to acquirecompulsorily the outstanding Gibbs and Dandy Shares on the same terms as theOffer. It is also intended that, when SGBD has by virtue of its shareholdings andacceptances of the Offer acquired or agreed to acquire Gibbs and Dandy Sharescarrying at least 75 per cent. of the voting rights attaching to the sharecapital of Gibbs and Dandy, SGBD will procure the making of an application byGibbs and Dandy both to the London Stock Exchange for the cancellation oftrading of Gibbs and Dandy Shares on the London Stock Exchange's market forlisted securities and to the UKLA for cancellation of the listing of Gibbs andDandy Shares on the Official List of the UKLA. At least 20 Business Days'notice of cancellation will be given once SGBD announces it has acquired 75 percent. of the voting rights. The cancellation of the listing of Gibbs and DandyShares will significantly reduce the liquidity and marketability of any Gibbsand Dandy Shares in respect of which acceptances of the Offer are not submitted. 14. General The Offer Document and, in respect of Gibbs and Dandy Shares held incertificated form, the Form of Acceptance will be distributed to Gibbs and DandyShareholders within 28 days of the date of this announcement, unless otherwiseagreed with the Panel. The Offer and acceptances thereof will be governed by English Law. The Offerwill be subject to the applicable requirements of the City Code, the Panel, theLondon Stock Exchange and other legal and regulatory requirements. The Offer will be subject to the conditions set out in Appendix I to thisannouncement and to the full terms and conditions to be set out in the OfferDocument and, in the case of Gibbs and Dandy Shares held in certificated form,the Form of Acceptance. The bases and sources of certain financial information contained in thisannouncement are set out in Appendix II to this announcement. Appendix III tothis announcement contains details of irrevocable undertakings and letters ofintent to accept the Offer. Certain terms used in this announcement are definedin Appendix IV to this announcement. ENQUIRIES: Compagnie de Saint-GobainInvestor Relations Department :Mrs Florence Triou-Teixeira +33 1 47 62 45 19Mr Alexandre Etuy +33 1 47 62 37 15Mr Vivien Dardel +33 1 47 62 44 29Media:Sophie Chevallon +33 1 47 62 30 48 Gleacher Shacklock 020 7484 1150Kieran Murphy Gibbs and Dandy 01582 798 798Michael DandyAmitabh Sharma Panmure Gordon 020 7459 3600Andrew GodberAndrew PottsGiles Stewart The Paddy Manning CompanyPaddy Manning 020 7930 0777 Gleacher Shacklock, which is authorised and regulated by the Financial ServicesAuthority in the United Kingdom, is acting for Compagnie de Saint-Gobain andSGBD and no one else in connection with the Offer and will not be responsible toanyone other than Compagnie de Saint-Gobain and SGBD for providing theprotections afforded to clients of Gleacher Shacklock nor for providing advicein relation to the Offer or to the matters referred to in this announcement. Panmure Gordon, which is authorised and regulated by the Financial ServicesAuthority in the United Kingdom, is acting for Gibbs and Dandy and no one elsein connection with the Offer and will not be responsible to anyone other thanGibbs and Dandy for providing the protections afforded to clients of PanmureGordon nor for providing advice in relation to the Offer or to the mattersreferred to in this announcement. This announcement is not an offer to sell or an invitation or solicitation topurchase any securities. The Offer will be made solely by means of the OfferDocument and, in the case of Gibbs and Dandy Shares held in certificated form,the Form of Acceptance. Any acceptance in relation to the Offer should be madesolely on the basis of the information contained in the Offer Document and, inthe case of Gibbs and Dandy Shares held in certificated form, the Form ofAcceptance. Gibbs and Dandy Shareholders are strongly advised to read carefullythe formal documentation in relation to the Offer once it has been despatched. Overseas jurisdictions The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and, therefore, anypersons who are subject to the laws of any jurisdiction other than the UnitedKingdom should inform themselves about, and observe, any applicablerequirements. This announcement has been prepared in accordance with Englishlaw and the City Code and the information disclosed in this announcement may notbe the same as that which would have been disclosed in it had this announcementbeen prepared in accordance with the laws of jurisdictions outside England. The making of the Offer in jurisdictions outside the United Kingdom or toOverseas Shareholders or to nominees of or trustees for Overseas Shareholdersmay be prohibited or affected by the laws or regulatory requirements of therelevant overseas jurisdictions. Such Overseas Shareholders should informthemselves about and observe any applicable legal requirements of suchjurisdictions. It is the responsibility of any Overseas Shareholder wishing toaccept the Offer to satisfy himself as to the full observance of the laws andregulatory requirements of the relevant jurisdiction in connection therewith,including the obtaining of any governmental, exchange control or other consentswhich may be required, compliance with other formalities needing to be observedand the payment of any issue, transfer or other taxes or duties or requisitepayments due in such jurisdiction. Any such Overseas Shareholder will beresponsible for payment of any such issue, transfer or other taxes, duties orother requisite payments due in such jurisdiction by whomsoever payable, andSGBD and Compagnie de Saint-Gobain (and any person acting on the behalf ofeither of them) shall be entitled to be fully indemnified and held harmless bysuch Overseas Shareholder for any such issue, transfer or other taxes or dutiesor other requisite payments as SGBD and Compagnie de Saint-Gobain (and anyperson acting on the behalf of either of them) may be required to pay. This announcement is not an offer of securities for sale or purchase in theUnited States, Canada, Australia, Japan or any Restricted Jurisdiction. TheOffer will not be made, directly or indirectly, in or into, or by use of themails of, or by any means or instrumentality (including, but not limited to,facsimile transmission or other electronic transmission, telex or telephone) ofinterstate or foreign commerce of, or any facilities of a national, local orother securities exchange of, the United States, Canada, Australia, Japan or anyRestricted Jurisdiction, and the Offer cannot be accepted and will not becapable of acceptance by such use, means, instrumentality or facilities from orwithin the United States, Canada, Australia, Japan or any RestrictedJurisdiction. Accordingly, copies of this announcement are not being, and mustnot be, mailed or otherwise distributed or sent in or into or from the UnitedStates, Canada, Australia, Japan or any Restricted Jurisdiction. APPENDIX I Conditions and certain further terms of the Offer The Offer will be subject to the following conditions: 1. valid acceptances being received (and not, where permitted, withdrawn)by not later than 1.00 p.m. on the first closing date of the Offer (or suchlater time(s) and/or date(s) as SGBD may, subject to the rules of the City Codeor with the consent of the Panel, decide) in respect of not less than 90 percent. (or such lesser percentage as SGBD may decide) of the Gibbs and DandyShares to which the Offer relates, provided that this condition will not besatisfied unless SGBD and/or any member of the Saint-Gobain Group shall haveacquired or agreed to acquire (whether pursuant to the Offer or otherwise),directly or indirectly, Gibbs and Dandy Shares carrying, in aggregate, over 50per cent. of the voting rights then exercisable at general meetings of Gibbs andDandy (including for this purpose, to the extent (if any) required by the Panel,any voting rights attaching to any Gibbs and Dandy Shares which areunconditionally allotted or issued before the Offer becomes or is declaredunconditional as to acceptances, whether pursuant to the exercise of conversionor subscription rights or otherwise). For the purposes of this condition: (i) the expression "Gibbs and Dandy Shares to which the Offerrelates" shall be construed in accordance with section 974 to 991 of theCompanies Act 2006; (ii) "valid acceptances" shall be deemed to have been received inrespect of Gibbs and Dandy Shares which are treated for the purposes of Section977(1) or Sections 979(8) to 979(10) of the Companies Act 2006 as having beenacquired by SGBD by virtue of acceptances of the Offer; and (iii) Gibbs and Dandy Shares which have been unconditionally allottedbut not issued before the Offer becomes or is declared unconditional as toacceptances, whether pursuant to the exercise of any outstanding subscription orconversion rights, shall be deemed to carry the voting rights which they willcarry on issue; 2. the: 2.1. Office of Fair Trading ("OFT") indicating in terms satisfactory to SGBD(acting reasonably) that it does not believe that the Offer or any part of theOffer creates a relevant merger situation within the meaning of section 23Enterprise Act 2002 ("Enterprise Act"); or 2.2. OFT indicating in terms satisfactory to SGBD (acting reasonably) that ithas decided not to refer the Offer or any part of the Offer to the CompetitionCommission under section 33 Enterprise Act regardless of whether or not SGBD hasoffered undertakings in lieu of such a reference, or the statutory period forthe making of such a reference having expired without any such reference beingmade; or 2.3. period for considering any merger notice given to the OFT by SGBD undersection 96 Enterprise Act having expired without any such reference being made,provided that section 100 Enterprise Act does not apply in relation to suchmerger notice; 3. no Relevant Authority having decided to take, institute, implement orthreaten any action, proceeding, suit, investigation, reference or enquiry orenacted, made or proposed any statute, regulation, rule, decision or order orrequired any action to be taken or information to be provided or otherwise takenor refrained from having taken any other step or action or done any thing, andthere not being outstanding any statute, regulation, rule, decision or order,that, in any such case, would or might reasonably be expected to: 3.1. make the Offer or its implementation or the acquisition or proposedacquisition by SGBD (or any other member of the wider Saint-Gobain Group) of anyGibbs and Dandy Shares or control or management of Gibbs and Dandy or any memberof the wider Gibbs and Dandy Group void, voidable, unenforceable or illegal inor under the laws of any jurisdiction or otherwise, directly or indirectly,restrain, restrict, prohibit or delay, or impose additional or amendedconditions or obligations with respect to, or otherwise challenge or interferewith, any of the foregoing; 3.2. require, prevent, delay, restrict or affect the divestiture (or alterthe terms of any proposed divestiture) by any member of the wider Saint-GobainGroup or any member of the wider Gibbs and Dandy Group of all or any part oftheir respective businesses, assets or properties or impose any limitation onthe ability of any of them to conduct or to own, use or operate all or any partof their respective businesses, assets or properties owned by, or the use oroperation of which is enjoyed by any of them, in each case which would: 3.2.1. result in any of them ceasing to be able to carry on business; 3.2.2. have a material adverse effect on the wider Saint-Gobain Group or thewider Gibbs and Dandy Group as the case may be; or 3.2.3. result in any of them being restricted in the carrying on of itsbusiness, under any name under which it currently does so to an extent that ismaterial in the context of the Gibbs and Dandy Group or the Saint-Gobain Groupas the case may be; 3.3. impose any limitation on, or result in any delay in, the ability of anymember of the wider Saint-Gobain Group or any member of the wider Gibbs andDandy Group to acquire or hold or exercise effectively, directly or indirectly,all or any rights of ownership of shares or other securities (or the equivalent)in any member of the wider Gibbs and Dandy Group or any member of the widerSaint-Gobain Group or to exercise management or voting control over any memberof the wider Gibbs and Dandy Group or any member of the wider Saint-GobainGroup; 3.4. require any member of the wider Saint-Gobain Group or any member of thewider Gibbs and Dandy Group to acquire, or to offer to acquire, any shares orother securities or indebtedness (or the equivalent) in or of any member of thewider Saint-Gobain Group or any member of the wider Gibbs and Dandy Group or anyshares or other securities or indebtedness (or the equivalent) in or of, or anyasset owned by, any other person, or to dispose of or repay, or to offer todispose of or repay, any shares or other securities or indebtedness (or theequivalent) in or of, or any asset owned by, any member of the widerSaint-Gobain Group or any member of the wider Gibbs and Dandy Group; 3.5. impose any material limitation on the ability of any member of the widerSaint-Gobain Group or any member of the wider Gibbs and Dandy Group to integrateor co-ordinate its business, or any part of it, with any business of any memberof the wider Saint-Gobain Group or any member of the wider Gibbs and DandyGroup; 3.6. result in a material delay in the ability of any member of the widerSaint-Gobain Group, or render any member of the wider Saint-Gobain Group unable,to acquire all or some of the Gibbs and Dandy Shares or require or prevent adivestiture by any member of the wider Saint-Gobain Group of any such shares; or 3.7. otherwise adversely affect materially any or all of the businesses,assets, financial or trading position or profits, prospects or value of anymember of the wider Gibbs and Dandy Group or any member of the widerSaint-Gobain Group or the exercise of rights over shares of any company in thewider Gibbs and Dandy Group in a manner which is adverse to and material in thecontext of the wider Gibbs and Dandy Group as a whole, and all applicable waiting and other time periods during which any RelevantAuthority could decide to take, institute, implement or threaten any suchaction, proceeding, suit, investigation, reference or enquiry or otherwiseintervene having expired, lapsed or been terminated; 4. all necessary filings and applications having been made and allstatutory or regulatory obligations in any jurisdiction having been compliedwith, and all appropriate waiting or other time periods (including anyextensions of such periods) under any applicable legislation or regulations ofany jurisdiction having expired, lapsed or been terminated, in each case inconnection with the Offer or the acquisition or proposed acquisition of anyGibbs and Dandy Shares, or of control or management of Gibbs and Dandy (or anyother member of the wider Gibbs and Dandy Group) by SGBD (or any other member ofthe wider Saint-Gobain Group), and all Relevant Authorisations reasonably deemedby SGBD (or any other member of the wider Saint-Gobain Group) to be necessary orappropriate for, or in respect of, the Offer or any acquisition or proposedacquisition of any Gibbs and Dandy Shares, or of control or management of Gibbsand Dandy (or any other member of the wider Gibbs and Dandy Group), by SGBD (orany other member of the wider Saint-Gobain Group) or to permit or enable SGBD(or any other member of the wider Saint-Gobain Group) to carry on the businessof any member of the wider Gibbs and Dandy Group having been obtained in termsand in a form satisfactory to SGBD from all appropriate Relevant Authorities andfrom all appropriate persons, authorities or bodies with whom any member of thewider Saint-Gobain Group or any member of the wider Gibbs and Dandy Group hasentered into contractual arrangements, and all such Relevant Authorisationsremaining in full force and effect, and there being no notice or intimation ofany intention to revoke, modify, restrict, suspend or not to renew any of themand there being no indication that the renewal costs of any RelevantAuthorisation might be materially higher than the renewal costs for the currentRelevant Authorisation; 5. save as Disclosed, there being no provision of any Relevant Instrumentwhich, in consequence of the making or implementation of the Offer, theacquisition or proposed acquisition by any member of the wider Saint-GobainGroup of any shares in, or any change in the control or management of, Gibbs andDandy or any other member of the wider Gibbs and Dandy Group, or otherwise,provides for, or will or might reasonably be expected to result in, to an extentwhich is material in the context of the wider Gibbs and Dandy Group in eachcase, any of the following: 5.1. any monies borrowed by, or other indebtedness, actual or contingent, of,or grant available to, any member of the wider Gibbs and Dandy Group being orbecoming or is capable of being declared repayable immediately or earlier thanits stated maturity date or the ability of any member of the wider Gibbs andDandy Group to borrow monies or incur indebtedness being withdrawn, inhibited oradversely affected or is capable of being withdrawn, inhibited or adverselyaffected to the extent that it is material; 5.2. the creation or enforcement of any mortgage, charge or other securityinterest over the whole or any part of the business, property, assets orinterests of any member of the wider Gibbs and Dandy Group or any such security(whenever created, arising or having arisen) becoming enforceable or beingenforced; 5.3. any right, interest, liability, obligation or business of any member ofthe wider Gibbs and Dandy Group under such Relevant Instrument (or any relatedarrangement) being terminated or adversely modified or affected, or any onerousaction being taken or obligation arising under such Relevant Instrument to anextent that it is material; 5.4. the value of any member of the wider Gibbs and Dandy Group, or thebusiness, assets, financial or trading position or prospects of any member ofthe wider Gibbs and Dandy Group being prejudiced or adversely affected; 5.5. any asset or right (including, without limitation, intellectual propertyrights) or interest of, or any asset or right the use or operation of which isenjoyed by, any member of the wider Gibbs and Dandy Group being or falling to bedisposed of other than in the ordinary course of business, or charged, orceasing to be available to any such member, or any right arising under which anysuch asset or interest or such right will or could reasonably expected to berequired to be disposed of or charged, or will or could cease to be soavailable; 5.6. the interest or business of any member of the wider Gibbs and DandyGroup in or with any company, firm, body or person, or any arrangements relatingto any such interest or business, being terminated or adversely modified oraffected; 5.7. any change or effect on ownership or use of any intellectual propertyrights owned or used by any member of the wider Gibbs and Dandy Group; 5.8. any member of the wider Gibbs and Dandy Group or any member of the widerSaint-Gobain Group being required to acquire, or to offer to acquire, any sharesor other securities or indebtedness (or the equivalent) in or of any member ofthe wider Gibbs and Dandy Group or any member of the wider Saint-Gobain Group orany shares or other securities or indebtedness (or the equivalent) in or of, orany asset owned by, any other person or to dispose of or repay, or to offer todispose of or repay, any shares or other securities or indebtedness (or theequivalent) in or of, or any asset owned by, any member of the wider Gibbs andDandy Group or any member of the wider Saint-Gobain Group, and no event having occurred which, under any provision of any RelevantInstrument, would or could reasonably be expected to result in any of the eventsor circumstances referred to in sub-paragraphs 5.1 to 5.8 (inclusive); 6. save as Disclosed, since 31 December 2007 (being the date to which thelatest published audited report and accounts of Gibbs and Dandy were made up),no member of the wider Gibbs and Dandy Group having: 6.1. made any alteration to its memorandum or articles of association orother constitutional document which is or could reasonably be considered to bematerial; 6.2. recommended, declared, paid or made, or proposed the recommendation,declaration, paying or making of, any dividend, bonus issue or otherdistribution, whether in cash or otherwise (other than to Gibbs and Dandy or awholly-owned subsidiary of Gibbs and Dandy); 6.3. issued or agreed to issue, or authorised or proposed the issue of,additional shares of any class, or of securities convertible into orexchangeable for shares, or rights, warrants or options to subscribe for oracquire, any such shares or securities or any loan capital (other than issues toGibbs and Dandy or a wholly-owned subsidiary of Gibbs and Dandy, and save forGibbs and Dandy Shares allotted on the exercise of any options granted under theGibbs and Dandy Share Option Scheme) or redeemed, purchased, repaid or reduced,or authorised or proposed the redemption, purchase, repayment or reduction of,or other material change to, any part of its share capital or any othersecurities; 6.4. (other than to Gibbs and Dandy or a wholly-owned subsidiary of Gibbs andDandy) issued, authorised or proposed the issue of any debentures or securitiesor incurred or, save in the ordinary course of business, incurred or increasedany indebtedness or liability, actual or contingent; 6.5. entered into, varied, implemented, or authorised, proposed or announcedits intention to enter into, vary or implement, any contract, scheme,transaction, commitment or other arrangement which is, will or would reasonablybe expected to be restrictive on the business of any member of the widerSaint-Gobain Group or any member of the wider Gibbs and Dandy Group or whichinvolves or will or would reasonably be expected to involve an obligation of aloss making, long term, onerous or unusual nature or magnitude; 6.6. authorised, proposed or effected or announced its intention to proposeany merger, demerger, reconstruction or amalgamation, or any acquisition ordisposal or transfer of, or the creation of any mortgage, charge or securityinterest or other encumbrance in respect of, any asset or any right, title orinterest in any share or asset (other than in the ordinary course of trading); 6.7. entered into, or varied (other than in respect of increases inremuneration required under the terms of the relevant agreement) the terms of,any service contract or agreement or other arrangement with any of thedirectors, senior executives or senior employees of any member of the widerGibbs and Dandy Group; 6.8. entered into, varied or terminated, or authorised the entry into,variation or termination of, any contract, commitment or arrangement (whether inrespect of capital expenditure or otherwise) which is outside the ordinarycourse of business or which is of a long term, onerous or unusual nature ormagnitude which is, in any said case, material in the context of the wider Gibbsand Dandy Group; 6.9. been unable, or threatened in writing that it is unable, to pay itsdebts or having stopped or suspended (or threatened to stop or suspend) paymentof its debts generally or a substantial part thereof or ceased or threatened tocease carrying on all or a substantial part of its business; 6.10.taken or proposed any action or had any proceedings instituted, threatenedor proposed for its winding-up (voluntarily or otherwise), dissolution, strikingoff or reorganisation (or for any analogous proceedings or steps in anyjurisdiction) (save for any such winding-up or dissolution whilst solvent) orfor the appointment of a receiver, administrator, administrative receiver,trustee or similar or analogous officer of all or any of its assets or revenuesor for any similar or analogous matters in any jurisdiction; 6.11.waived or compromised any claim or authorised any such waiver orcompromise, (other than in the ordinary course of business) which in any case ismaterial in the context of the wider Gibbs and Dandy Group taken as a whole; 6.12.(other than in the ordinary course of business) granted any lease or thirdparty rights in respect of any of the leasehold property or freehold propertyowned or occupied by it or otherwise disposed of any such property to an extentwhich is material in the context of the Offer or the wider Gibbs and Dandy Grouptaken as a whole; or 6.13.agreed to enter into or entered into any commitment, agreement orarrangement, or passed any resolution or made any offer (which remains open foracceptances), with respect to, or announced an intention to effect or topropose, any of the transactions, matters or events referred to in thisparagraph 6; 7. save as Disclosed, since 31 December 2007 (being the date to which thelatest published audited report and accounts of Gibbs and Dandy were made up): 7.1. no adverse change or deterioration having occurred in the business,assets, financial or trading position or profits, prospects or value of anymember of the wider Gibbs and Dandy Group which is material in the context ofthe wider Gibbs and Dandy Group taken as a whole; 7.2. no litigation, arbitration proceedings, prosecution or other legalproceedings having been threatened, announced, instituted or remainingoutstanding by, against or in respect of any member of the wider Gibbs and DandyGroup or to which any member of the wider Gibbs and Dandy Group is a party(whether as a claimant, defendant or otherwise), and no investigation or enquiryby, or complaint or reference to, any Relevant Authority against or in respectof any member of the wider Gibbs and Dandy Group, having been instituted,announced or threatened or remaining outstanding by, against or in respect ofany member of the wider Gibbs and Dandy Group which is or would reasonably beexpected to be material and adverse in the context of the wider Gibbs and DandyGroup taken as a whole; 7.3. no steps having been taken which will result in, or would reasonably beexpected to result in, the withdrawal, cancellation, termination or adversemodification of any licence or permit held by any member of the wider Gibbs andDandy Group which is or would reasonably be expected to be material in thecontext of the wider Gibbs and Dandy Group taken as a whole; 7.4. no contingent or other liability having arisen or increased or becomeapparent to SGBD which would be likely adversely to affect any member of thewider Gibbs and Dandy Group which is material in the context of the wider Gibbsand Dandy Group taken as a whole; and 7.5. there having been no material adverse change or deterioration in thebusiness, operation, assets, financial or trading position or profits of anymember of the wider Gibbs and Dandy Group or any event or circumstance thatwould reasonably be expected to result in any such adverse change, in each caseto an extent which is material in the context of the wider Gibbs and Dandy Grouptaken as a whole. 8. save as Disclosed, SGBD not having discovered: 8.1. that any financial, business or other information concerning the widerGibbs and Dandy Group which is material in the context of the acquisition ofGibbs and Dandy as contained in the information publicly disclosed at any timeby or on behalf of any member of the wider Gibbs and Dandy Group, or disclosedat any time by or on behalf of any member of the wider Gibbs and Dandy Group inwriting in connection with the Offer to any member of the wider Saint-GobainGroup or its agents or advisers, is misleading in any material respect orcontains a material misrepresentation of fact or omits to state a fact necessaryto make the information contained therein not materially misleading in each caseto an extent which is material in the context of the Offer; 8.2. any information which materially affects the import of any suchinformation as is mentioned in sub-paragraph 8.1; 9. save as Disclosed, SGBD not having discovered any of the followingmatters: 9.1. that there has been any release, emission, disposal, spillage or leak ofany hazardous substance or any substance likely to impair the environment orharm human health on or about or from any property or water now or previouslyowned, occupied, used or controlled by any past or present member of the widerGibbs and Dandy Group and, in any such case, will or would be likely to giverise to any liability (whether actual or contingent) or cost on the part of anymember of the wider Gibbs and Dandy Group which is or is reasonably likely to bematerial in the context of the wider Gibbs and Dandy Group taken as a whole; or 9.2. that there is, or is likely to be, any obligation or liability (actualor contingent) on any member of the wider Gibbs and Dandy Group to make good,repair, reinstate or clean up any property or water now or previously owned,occupied, operated or used or controlled by any past or present member of thewider Gibbs and Dandy Group under any environmental legislation, regulation,notice, circular, order or requirement of any Relevant Authority at a cost whichis reasonably likely to be material in the context of the wider Gibbs and DandyGroup as a whole. In the foregoing conditions the following definitions shall apply: (i) "Data Room" means the Project Normandy documents andinformation made available to SGBD by Gibbs and Dandy by way of an on-line dataroom facility provided by Intralinks; (ii) "Disclosed" means either: (a) expressly contained in Gibbs and Dandy's published report andaccounts for the financial year ended 31 December 2007; (b) expressly disclosed in any other public announcement made by Gibbsand Dandy via a Regulatory Information Service in the period commencing on 31December 2007 and ending on the Business Day immediately preceding the date ofthe Announcement; or (c) fairly disclosed in the documents and information contained in theData Room or otherwise fairly disclosed in writing to SGBD by or on behalf ofGibbs and Dandy in connection with the Offer, in each case on or prior to thedate being one Business Day prior to the date of the Announcement; (iii) "Relevant Authority" means any government, governmentdepartment or governmental, quasi-governmental, supranational, statutory orregulatory body, agency or authority, or any court, tribunal, institution,investigative body, association, trade agency or professional or environmentalbody or (without prejudice to the generality of the foregoing) any other personor body, in each case in any jurisdiction; (iv) "Relevant Authorisation" means an authorisation, order,grant, recognition, confirmation, determination, consent, licence, clearance,permission, allowance or approval; (v) "Relevant Instrument" means any agreement, arrangement,licence, permit, lease or other instrument or obligation to which any member ofthe wider Gibbs and Dandy Group is a party or by or to which any such member orany of its assets is or may be bound, entitled or subject; (vi) "substantial interest" means, in relation to an undertaking,an interest, direct or indirect, in 20 per cent. or more of the voting rightsexercisable in relation to the undertaking or in the capital or of any class ofcapital of such undertaking; (vii) "wider Gibbs and Dandy Group" means together Gibbs and Dandyand all of its subsidiary undertakings, associated undertakings and any otherundertakings in which Gibbs and Dandy and such undertakings (aggregating theirinterests) have a substantial interest; and (viii) "wider Saint-Gobain Group" means together Compagnie deSaint-Gobain and all of its subsidiary undertakings, associated undertakings andany other undertakings in which Compagnie de Saint-Gobain and such undertakings(aggregating their interests) have a substantial interest. Subject to the requirements of the Panel, SGBD will reserve the right to waiveall or any of the above conditions in whole or in part, except the conditionsset out in paragraph 1 above. SGBD shall be under no obligation to waive ortreat as satisfied any of the other conditions by a date earlier than the latestdate specified below for the satisfaction thereof (or, if no such date isspecified, the date when the Offer, if such be the case, shall become or bedeclared unconditional in all respects) notwithstanding that the otherconditions of the Offer may, at an earlier date, have been waived or fulfilledand that there are, at such earlier date, no circumstances indicating that anyof such conditions may not be capable of fulfilment. The Offer will lapse unless the conditions set out above (other than thecondition set out in paragraph 1 above) are fulfilled or (if capable of waiver)waived or, where appropriate, have been determined by SGBD to be or to remainsatisfied no later than midnight on the twenty first day after the later of thefirst closing date of the Offer and the date on which the Offer becomes or isdeclared unconditional as to acceptances, or such later date as the Panel mayagree. The Offer will lapse if the proposed acquisition of Gibbs and Dandy is referredto the Competition Commission or if the European Commission either initiatesproceedings under Article 6(1)(c) of the ECMR or makes referral to a competentauthority of the United Kingdom under Article 9(1) of the ECMR before 3.00pm onthe first closing date or the time and date on which the Offer becomes or isdeclared unconditional as to acceptances (whichever is the later). If SGBD is required by the Panel to make an offer for Gibbs and Dandy Sharesunder the provisions of Rule 9 of the City Code, SGBD may make such alterationsto any of the conditions (including, without limitation, the condition set outin paragraph 1 above) or any of the terms of the Offer as are necessary tocomply with the provisions of that Rule. The Offer will be on terms and will be subject, inter alia, to the conditionswhich are set out in this Appendix and those terms which will be set out in theformal Offer Document and Form of Acceptance and such further terms as may berequired to comply with the provisions of the Code. The Offer and anyacceptances thereunder will be governed by the laws of England. APPENDIX II BASES AND SOURCES AND OTHER INFORMATION 1. The value placed by the Offer on the existing issued share capital ofGibbs and Dandy (approximately £43.0 million) is based on 10,119,820 Gibbs andDandy Shares in issue on 6 May 2008, the last Business Day prior to the date ofthis announcement. 2. Unless otherwise stated: (i) financial information relating to Gibbs and Dandy has been extractedor provided (without material adjustment) from Gibbs and Dandy's annual reportand accounts for the year ended 31 December 2007; and (ii) financial information relating to Compagnie de Saint-Gobain has beenextracted or provided (without material adjustment) from Compagnie deSaint-Gobain's annual report and accounts for the year ended 31 December 2007. 3. All prices for Gibbs and Dandy Shares have been derived from the DailyOfficial List and represent the Closing Price on the relevant date. APPENDIX III IRREVOCABLE UNDERTAKINGS Irrevocable undertakings to accept, or procure acceptance of, the Offer havebeen given to SGBD by the Gibbs and Dandy Directors and certain personsconnected with them in respect of the following holdings of Gibbs and DandyShares: Name of Director Number of Gibbs and Dandy SharesRobert Michael Dandy 455,761Christopher Edward Roshier 2,000Guy William Bouchaert Naylor 125,671John Christopher Castle 8,500Total 591,932 The 125,671 Gibbs and Dandy Shares in respect of which G.W.B. Naylor has enteredinto an irrevocable undertaking include 108,926 Gibbs and Dandy Shares in hisown name, 8,418 Gibbs and Dandy Shares held by Pershing Keen Nominees (asnominee for G.W.B Naylor), and, a further 8,327 Gibbs and Dandy Shares which areheld by Pershing Keen Nominees (as nominee for B.E.M. Naylor). The 8,500 Gibbs and Dandy Shares in respect of which John Christopher Castle hasentered into irrevocable undertaking include 6,000 Gibbs and Dandy Shares heldby Hargreaves Lansdown Nominees (as nominee for John Christopher Castle), and, afurther 2,500 Gibbs and Dandy Shares which are held by Hargreaves LansdownNominees (as nominee for Susan Anne Castle). These undertakings remain binding in the event of a competing offer being madefor Gibbs and Dandy unless the Offer lapses or is withdrawn. Irrevocable undertakings to accept, or procure acceptance of, the Offer havealso been given to SGBD by the following persons in respect of the holdings ofGibbs and Dandy Shares set opposite their names: Name Number of Gibbs and Dandy SharesJohn Dandy 12,217Angela June Dandy 5,034Matthew Wakefield and Robert Michael Dandy 46,575Peter John Dandy 24,000Eleanor Mary Dandy 24,000Elizabeth Foster 256,309Elizabeth Foster and Matthew Wakefield 57,134Robert Michael Dandy, Elizabeth Foster and Michael John Holloway 121,970Elizabeth Foster, Robert Michael Dandy and Michael John Holloway 121,970Stephen Collins 78,867Total 748,076 Further irrevocable undertakings to accept, or procure the acceptance of, theOffer have been given to SGBD as follows: Name Number of Gibbs and Dandy SharesNew River Holdings Limited 801,150Howard M. Jones 523,582Total 1,324,732 The 523,582 Gibbs and Dandy Shares in respect of which Howard M. Jones hasentered into an irrevocable undertakings include 204,815 Gibbs and Dandy Sharesheld by St. Anns Square Nominees Limited (as nominee for Howard M. Jones),173,901 Gibbs and Dandy Shares which are held by St. Anns Square NomineesLimited (as nominee for Rosalind Anne Jones), 116,859 Gibbs and Dandy Shareswhich are held by Rosalind Anne Jones, 10,707 Gibbs and Dandy Shares which areheld by Howard M. Jones in his own name (on behalf of Philip S. H. Jones),10,000 Gibbs and Dandy Shares which are held by Naomi Claire Jones, and afurther 7,300 Gibbs and Dandy Shares which are held by Oliver L. Jones. These undertakings will cease to be binding in the event of (i) a competingoffer being made for the entire issued or to be issued ordinary share capital ofGibbs and Dandy where the cash consideration of such an offer has a value equalto or greater than 440 pence per share as at the date on which such competingoffer is announced or (ii) the Offer lapsing or being withdrawn. In addition, SGBD has also received a non-binding letter of intent under whichthe following Gibbs and Dandy Shareholder has confirmed that it is its currentintention to accept the Offer: Name Number of Gibbs and Dandy SharesMontanaro Investment Managers 150,144 Total 150,144 APPENDIX IV DEFINITIONS The following definitions apply throughout this announcement unless the contextrequires otherwise. "acting in concert" has the meaning given by the City Code; "Announcement" this announcement made under Rule 2.5 of the City Code on 7 May 2008 regarding the proposed acquisition by SGBD of Gibbs and Dandy by means of the Offer; "Board" or "Boards" as the context requires, the board of directors of Gibbs and Dandy and/or the board of directors of Saint-Gobain Building Distribution Limited and the terms "Gibbs and Dandy Board" and "SGBD Board" shall be construed accordingly; "Business Day" a day, not being a public holiday, Saturday or Sunday, on which clearing banks in the City of London are open for normal business; "Canada" Canada, its provinces and territories and all areas subject to its jurisdiction and any political sub-division thereof; "certificated" or "in a share or other security title to which is recorded in the relevant certificated form" register of the share or other security as being held in certificated form and which is not in uncertificated form (that is not in CREST); "Closing Price" the closing middle market quotation of a Gibbs and Dandy Share on a particular day, as derived from the Daily Official List or the London Stock Exchange's website; "Code" or "City Code" the City Code on Takeovers and Mergers; "Daily Official List" the Daily Official List published by the London Stock Exchange; "ECMR" European Community Merger Regulation Council Regulation No. 139/2004; "Form of Acceptance" the form of acceptance and authority relating to the Offer which, in relation to Gibbs and Dandy Shares, held in certificated form, will accompany the Offer Document; "FSA" Financial Services Authority; "Gleacher Shacklock" Gleacher Shacklock LLP; "Gibbs and Dandy" Gibbs and Dandy plc; "Gibbs and Dandy Directors" the directors of Gibbs and Dandy; "the Gibbs and Dandy Group" Gibbs and Dandy and its subsidiary undertakings; "Gibbs and Dandy Shareholder the holders of Gibbs and Dandy Shares;(s)" "Gibbs and Dandy Shares" the existing issued or unconditionally allotted and fully paid (or credited as fully paid) ordinary shares of 10 pence each in the capital of Gibbs and Dandy and any further ordinary shares which are unconditionally allotted or issued fully paid (or credited as fully paid) before the date on which the Offer ceases to be open for acceptance (or, subject to the City Code or with the consent of the Panel, by such other date as SGBD may decide); "Japan" Japan, its cities and prefectures, its possessions and territories and all areas subject to its jurisdiction and any political sub-division thereof; "London Stock Exchange" London Stock Exchange plc, or its successor; "Offer" the recommended cash offer proposed to be made by SGBD to acquire all of the issued and to be issued Gibbs and Dandy Shares on the terms and subject to the conditions set out in the Offer Document and, in relation to Gibbs and Dandy Shares held in certificated form, the Form of Acceptance (including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer); "Offer Document" the formal document to be despatched to Gibbs and Dandy Shareholders containing and setting out the terms and conditions of the Offer; "Offer Period" the period commencing on 15 February 2008 until whichever of the following dates shall be the latest (i) the first closing date of the Offer; and (ii) the earlier of (a) the date and time at which the Offer becomes or is declared unconditional as to acceptances; or (b) the date and time at which the Offer lapses or is withdrawn; "Offer Price" 425 pence per Gibbs and Dandy Share; "Official List" the Official List of the UKLA; "overseas person" any person who is not resident in the United Kingdom, or who is a citizen, resident or national of a jurisdiction outside the United Kingdom, or who is a nominee of, or custodian or trustee for, any citizen(s), resident(s) or national(s) of any country other than the United Kingdom; "Overseas Shareholder" a Gibbs and Dandy Shareholder who is an overseas person; "Panel" the Panel on Takeovers and Mergers; "Panmure Gordon" Panmure Gordon (UK) Limited; "Regulatory Information any information service authorised from time to time by the FSA for theService" purpose of disseminating regulatory announcements; "relevant securities" as defined by the City Code; "Restricted Jurisdiction" any jurisdiction where local law or regulations may result in a significant risk of civil, regulatory or criminal exposure or prosecution if information concerning the Offer is sent or made available to Gibbs and Dandy Shareholders in that jurisdiction; "SGBD" Saint-Gobain Building Distribution Limited, an indirect wholly-owned subsidiary of Compagnie de Saint-Gobain, registered in England & Wales with number 1647362; "Saint-Gobain Group" Compagnie de Saint-Gobain and its subsidiary undertakings "subsidiary", "subsidiary shall be construed in accordance with the Companies Act 1985;undertaking", "associatedundertaking" or "undertaking" "UKLA" the FSA acting in its capacity as the competent authority for the purpose of Part VI Financial Services and Markets Act 2000; "uncertificated" or "in a share or other security title to which is recorded on the relevantuncertificated form" register of the share or security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST; "United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland and its dependent territories; "United States of America" or the United States of America, its possessions and territories, all areas "United States" or "US" subject to its jurisdiction or any political sub-division thereof, any state of the United States of America and the District of Columbia. In this announcement: a. references to £ or pounds and p or pence are to poundssterling and pence being the lawful currency of the United Kingdom; b. references to time are to London time; and c. all references to statutes or other forms of legislationare, unless otherwise stated, to statutes or forms of legislation of the UnitedKingdom and any reference to any provision of any legislation includes anyamendment, modification, re-enactment or extension thereof. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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