This text is a free translation from the French language and is supplied
solely for information purposes.
Only the original version in the French language has legal force.
Compagnie de Saint-Gobain
Société anonyme with a share capital of EUR2,178,733,804
Tour Saint-Gobain - 12, place de l'Iris - 92400 Courbevoie - France
542 039 532 R.C.S. Nanterre
Courbevoie, June 15, 2020
2020 SHARE CAPITAL INCREASE RESERVED FOR MEMBERS OF THE SAINT-GOBAIN GROUP
EMPLOYEE SAVINGS PLAN
COMPAGNIE DE SAINT-GOBAIN
Euronext Paris regulated market (France)
ISIN code for ordinary shares: FR0000125007
Share admitted to the Differed Settlement System (SRD)
II. Framework of the issue - Purpose of the offering - Securities offered
Pursuant to the authorization granted by the Combined General Shareholders'
Meeting of June 6, 2019 (twenty-second resolution), the Board of Directors
decided, at its meeting of November 21, 2019, the principle of an issuance of
up to six million one hundred thousand (6,100,000) Saint-Gobain shares with a
par value of EUR4 each, reserved for members of the Saint- Gobain Group
employee savings plan (PEG).
The offering of the shares is proposed in the following countries: Argentina,
Australia, Austria, Belgium, Botswana, Brazil, Bulgaria, Canada, Czech
Republic, China, Colombia, Denmark, Estonia, Finland, France, Germany, Hungary,
India, Indonesia, Ireland, Italy, Japan, Latvia, Lithuania, Luxembourg,
Malaysia, Mexico, Norway, the Netherlands, Peru, Poland, Portugal, Romania,
United Kingdom, Serbia, Singapore, Slovakia, Slovenia, South Africa, South
Korea, Spain, Sweden, Switzerland, Thailand, Taiwan and Turkey, subject to
obtaining required local authorizations in some of these countries.
The offering comprises a single "classic" formula under which the subscriber is
fully exposed to fluctuations of the Saint-Gobain share and may, as the case
may be, benefit from an employer matching contribution (abondement). In
accordance with applicable legislation in the various countries falling within
the scope of the offering, the shares will be subscribed by employee mutual
investment funds (FCPE), through direct and individual subscription or by
trusts or equivalent, as the case may be.
At its meeting dated November 21 2019, the Board of Directors also decided a
20% discount on the reference price, corresponding to the average of the
opening prices for the Saint-Gobain share on the Euronext Paris regulated
market over the 20 trading days preceding the date of the decision of the Board
of Directors or its delegate setting the start and end dates of the
subscription period. In addition, it delegated to the Chairman and Chief
Executive Officer full powers to take note of the reference price, determine
the subscription price and the subscription period, and take note of the
completion of the subsequent share capital increase.
On the basis of these decisions and pursuant to the delegation granted to him,
the Chairman and Chief Executive Officer of Compagnie de Saint-Gobain took note
of the reference price as of the date hereof and determined the subscription
price for the new shares (equal to 80% of the reference price) as follows:
The share capital increase forms part of the continuing development of the
Group's employee share ownership, which has been a constant aim of the Group
for 33 consecutive years. This offering enables to further strengthen the sense
of belonging by employees of the Saint-Gobain Group, enabling them to be more
closely associated with its future growth and performance.
III. Subscription's conditions
1. Beneficiaries of the offering: The beneficiaries of the offering are (i)
employees of Compagnie de Saint-Gobain or of companies or consortiums
(groupements) that are part of the Saint-Gobain Group and member companies of
the PEG, who are able to justify of a minimum seniority of three months as of
the closing date of the subscription period ;
(ii) former employees who have left the Saint-Gobain Group in the event of
retirement or early retirement, provided they still hold units of employee
mutual investment funds from the PEG;
(iii) Directors and former employees of the Saint-Gobain Group who decide to
allocate all or part of their profit-sharing amounts (intéressement) received
following the termination of their employment contract for their last period of
employment, as referred in the rule of the PEG ;
(iv) Directors of member companies of the PEG with a usual workforce of no less
than one and not more than 250 employees.
2. Existence of a preferential subscription right in case of capital increase:
this share capital increase does not include any preferential subscription
right for existing shareholders.
3. Rights attached to the shares:
- the newly-issued Saint-Gobain shares will bear rights from January 1st,
- the voting rights attached to the shares subscribed and held through an
employee mutual investment fund will be exercised by an authorized
representative appointed by the Supervisory Board of the fund. The voting
rights attached to the shares directly subscribed will be exercised by the
subscribers themselves or their representatives.
4. Subscription limit: the payments made by the employees cannot exceed the
limit set by Article L. 3332-10 of the French Labor Code.
5. Lock-up period applicable to the Saint-Gobain shares or units of the
employee mutual investment funds: the subscribers shall hold the shares
directly subscribed or the corresponding units of the employee mutual
investment funds for a five or ten-year period, depending on the members'
choices, except upon the occurrence of an early exit event as provided in
Article R. 3324-22 of the French Labor Code.
IV. Timeline of the offering
Acting pursuant to the aforementioned delegation of the Board of Directors, the
Chairman and Executive Officer of Compagnie de Saint-Gobain decided, as of the
date hereof, the following timetable of the offering:
Subscription period: from June 15, 2020 to June 29, 2020 (included).
Indicative date for the completion of the share capital increase: August 13,
The admission to trading of the newly-issued Saint-Gobain shares on the
Euronext Paris regulated market is scheduled to be requested as soon as
possible following the completion of the share capital increase scheduled on
August 13, 2020.
VI. Special note regarding the International Offering
This press release does not constitute an offer of sale or solicitation for the
subscription of Saint-Gobain shares. The Saint-Gobain shares offering reserved
for members of the Saint-Gobain Group's employee savings plan will be conducted
only in countries where such an offer has been registered or filed with the
competent local authorities or under an exemption from the requirement to
prepare a prospectus or register or file the offering.
More generally, the offering will be conducted only in countries where all the
required registration and/or filing procedures have been completed and the
required authorizations have been obtained.
This press release is not intended for, and therefore copies of it should not
be sent to, countries in which such an exemption would not be available or in
which all required registration and/or filing procedures would not have been
completed yet or required authorizations would not have been obtained.