RNS Number:9209T
Compagnie de Saint-Gobain
07 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 (a
wholly-owned subsidiary of Compagnie de Saint-Gobain) and of Gibbs and Dandy plc
are pleased to announce today that they have 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 will be 425 pence in cash for each Gibbs and Dandy
Share and will value the existing issued share capital of Gibbs and Dandy at
approximately #43.0 million. The acquisition will be funded from within the
existing cash resources of the Saint-Gobain Group.
* Gibbs and Dandy Shareholders who were on the register at the
close of business on 11 April 2008 will also be entitled to receive and retain
the final dividend of 10 pence per Gibbs and Dandy Share which is expected to be
paid on 12 May 2008.
* The Offer Price represents:
- a premium of approximately 8.3 per cent. to the Closing Price of 392.5
pence per Gibbs and Dandy Share on 6 May 2008, being the last dealing day prior
to the date of this announcement;
- a premium of approximately 24.6 per cent. to the Closing Price of 341 pence
per Gibbs and Dandy Share on 14 February 2008, being the date immediately prior
to the date of the announcement by Gibbs and Dandy that it had received an
approach which might lead to an offer;
- a premium of approximately 37.8 per cent. to the average Closing
Price of approximately 308.4 pence per Gibbs and Dandy Share for the three month
period ending on 14 February 2008; and
- a multiple of approximately 13.3 times Gibbs and Dandy's earnings per
share of 32.0 pence for the year ended 31 December 2007.
* The Board of Gibbs and Dandy, which has been so advised by
Panmure Gordon, considers the terms of the Offer to be fair and reasonable. In
providing advice to the Board of Gibbs and Dandy, Panmure Gordon has taken into
account the commercial assessments of the directors of Gibbs and Dandy.
Accordingly, the Board of Gibbs and Dandy intends unanimously to recommend to
the Gibbs and Dandy Shareholders that they accept the Offer, as they themselves
have irrevocably undertaken to do (or procure to be done) in respect of their
entire beneficial holdings of Gibbs and Dandy Shares, amounting to, in
aggregate, 591,932 Gibbs and Dandy Shares, representing approximately 5.85 per
cent. of the existing issued share capital of Gibbs and Dandy.
* In addition, SGBD has received irrevocable undertakings to
accept the Offer or to procure that another person accepts the Offer from
certain other shareholders of Gibbs and Dandy (being the immediate families of
the directors of Gibbs and Dandy and related trusts), in respect of a total of
748,076 Gibbs and Dandy Shares representing approximately 7.39 per cent. of the
issued share capital of Gibbs and Dandy.
* SGBD has also received irrevocable undertakings to accept the
Offer or to procure that another person accepts the Offer from certain further
shareholders of Gibbs and Dandy, in respect of a total of 1,324,732 Gibbs and
Dandy Shares representing approximately 13.09 per cent. of the issued share
capital of Gibbs and Dandy. These undertakings will cease to be binding in the
event of an offer for the issued share capital of Gibbs and Dandy by another
party which has a cash value equal to or greater than 440 pence per Gibbs and
Dandy Share.
* SGBD has also received a non-binding letter of intent to accept
the Offer from a Gibbs and Dandy Shareholder in respect of a total of 150,144
Gibbs and Dandy Shares representing approximately 1.48 per cent of the issued
share capital of Gibbs and Dandy.
* In aggregate, SGBD has therefore received irrevocable
undertakings and non-binding letters of intent, to accept the Offer, or to
procure that another person accepts the Offer, in respect of a total of
2,814,884 Gibbs and Dandy Shares, representing approximately 27.82 per cent. of
the 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 product
and geographic reach in the UK. We look forward to working with the Gibbs and
Dandy team to realise the potential that exists to grow the business and to
share 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 Building
Distribution Limited. We believe that this offer represents an attractive
premium and provides certainty of value for our shareholders. The Directors are
confident that the Saint-Gobain Group will also provide a very attractive
opportunity to develop Gibbs and Dandy's business, to the benefit of its
employees and customers, providing a robust platform for Gibbs and Dandy for the
future."
Gleacher Shacklock is acting as financial advisor to Compagnie de Saint-Gobain
and 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 following
announcement and its appendices. Appendix I contains the conditions and certain
further terms of the Offer; Appendix III contains details of the commitments to
accept the Offer from Gibbs and Dandy Shareholders; and Appendix IV contains
definitions of certain terms used in this announcement.
ENQUIRIES:
Compagnie de Saint-Gobain
Investor Relations Department :
Mrs Florence Triou-Teixeira +33 1 47 62 45 19
Mr Alexandre Etuy +33 1 47 62 37 15
Mr Vivien Dardel +33 1 47 62 44 29
Media:
Sophie Chevallon +33 1 47 62 30 48
Gleacher Shacklock 020 7484 1150
Kieran Murphy
Gibbs and Dandy 01582 798 798
Michael Dandy
Amitabh Sharma
Panmure Gordon 020 7459 3600
Andrew Godber
Andrew Potts
Giles Stewart
The Paddy Manning Company
Paddy Manning 020 7930 0777
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.
Panmure Gordon, which is authorised and regulated by the Financial Services
Authority in the United Kingdom, is acting for Gibbs and Dandy and no one else
in connection with the Offer and will not be responsible to anyone other than
Gibbs and Dandy for providing the protections afforded to clients of Panmure
Gordon nor for providing advice in relation to the Offer or to the matters
referred to in this announcement.
This announcement is not an offer to sell or an invitation or solicitation to
purchase any securities. The Offer will be made solely by means of the Offer
Document 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 made
solely on the basis of the information contained in the Offer Document and, in
the case of Gibbs and Dandy Shares held in certificated form, the Form of
Acceptance. Gibbs and Dandy Shareholders are strongly advised to read carefully
the formal documentation in relation to the Offer once it has been despatched.
Overseas jurisdictions
The release, publication or distribution of the following announcement in
jurisdictions other than the United Kingdom may be restricted by law and,
therefore, any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about, and observe, any
applicable requirements. The following announcement has been prepared in
accordance with English law and the City Code and the information disclosed in
this announcement may not be the same as that which would have been disclosed in
it had this announcement been prepared in accordance with the laws of
jurisdictions outside England.
The making of the Offer in jurisdictions outside the United Kingdom or to
Overseas Shareholders or to nominees of or trustees for Overseas Shareholders
may be prohibited or affected by the laws or regulatory requirements of the
relevant overseas jurisdictions. Such Overseas Shareholders should inform
themselves about and observe any applicable legal requirements of such
jurisdictions. It is the responsibility of any Overseas Shareholder wishing to
accept the Offer to satisfy himself as to the full observance of the laws and
regulatory requirements of the relevant jurisdiction in connection therewith,
including the obtaining of any governmental, exchange control or other consents
which may be required, compliance with other formalities needing to be observed
and the payment of any issue, transfer or other taxes or duties or requisite
payments due in such jurisdiction. Any such Overseas Shareholder will be
responsible for payment of any such issue, transfer or other taxes, duties or
other requisite payments due in such jurisdiction by whomsoever payable, and
SGBD and Compagnie de Saint-Gobain (and any person acting on the behalf of
either of them) shall be entitled to be fully indemnified and held harmless by
such Overseas Shareholder for any such issue, transfer or other taxes or duties
or other requisite payments as SGBD and Compagnie de Saint-Gobain (and any
person 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 the
United States, Canada, Australia, Japan or any Restricted Jurisdiction. The
Offer will not be made, directly or indirectly, in or into, or by use of the
mails of, or by any means or instrumentality (including, but not limited to,
facsimile transmission or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or any facilities of a national, local or
other securities exchange of, the United States, Canada, Australia, Japan or any
Restricted Jurisdiction, and the Offer cannot be accepted and will not be
capable of acceptance by such use, means, instrumentality or facilities from or
within the United States, Canada, Australia, Japan or any Restricted
Jurisdiction. Accordingly, copies of this announcement are not being, and must
not be, mailed or otherwise distributed or sent in or into or from the United
States, 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 "relevant
securities" of Gibbs and Dandy (including by means of an option in respect of,
or a derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 pm (London time) on the Business Day following
the date of the relevant transaction. This requirement will continue until the
date on which the Offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the Offer Period
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of Gibbs and Dandy, they will be deemed to be a single person for
the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Gibbs and Dandy by SGBD or Gibbs and Dandy, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.
Forward-looking statements
This announcement, including information included or incorporated by reference
in this announcement, contains statements about Gibbs and Dandy, the Offer,
Compagnie de Saint-Gobain and SGBD that are or may be forward-looking
statements. All statements other than statements of historical facts included
in this announcement may be forward looking statements. Without limitation, any
statements 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 negative
thereof identify forward-looking statements. Forward-looking statements include
statements relating to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Gibbs and Dandy's, SGBD's
and Compagnie de Saint-Gobain's operations; and (iii) the effects of government
regulation on Gibbs and Dandy's, SGBD's or Compagnie de Saint-Gobain's business.
These forward-looking statements are not guarantees of future performance. They
have not been reviewed by the auditors of Gibbs and Dandy, SGBD or Compagnie de
Saint-Gobain. These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of any such person, or industry, to be materially different from
any results, performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the future. You
are 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 written
forward-looking statements attributable to Gibbs and Dandy, SGBD or Compagnie de
Saint-Gobain or any of their members or any persons acting on their behalf are
expressly qualified in their entirety by the cautionary statement above. All
forward-looking statements included in this announcement are based on
information available to the relevant parties on the date hereof. Investors
should not place undue reliance on such forward-looking statements, and neither
Compagnie de Saint-Gobain, SGBD , Gibbs and Dandy nor their directors undertakes
any obligation in respect of, and do not intend to update or revise any
forward-looking statements except as required by the City Code or pursuant to
applicable law.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM 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-owned
subsidiary of Compagnie de Saint-Gobain) and of Gibbs and Dandy plc are pleased
to announce today that they have 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.
2. The Offer
The Offer, which will be subject to the conditions set out in Appendix I to this
announcement and to the full terms and conditions to be set out in the Offer
Document, 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 at
approximately #43.0 million.
The Offer Price represents:
- a premium of approximately 8.3 per cent. to the Closing Price of 392.5
pence per Gibbs and Dandy Share on 6 May 2008, being the last dealing day prior
to the date of this announcement;
- a premium of approximately 24.6 per cent. to the Closing Price of 341 pence
per Gibbs and Dandy Share on 14 February 2008 being the date immediately prior
to the announcement by Gibbs and Dandy that it had received an approach which
might lead to an offer;
- a premium of approximately 37.8 per cent. to the average Closing
Price of approximately 308.4 pence per Gibbs and Dandy Share for the three month
period ending 14 February 2008; and
- a multiple of approximately 13.3 times Gibbs and Dandy's earnings per
share 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 paid
and free from all liens, equities, charges, equitable interests, encumbrances,
rights of pre-emption and other third party rights and/or interests of any
nature whatsoever and together with all rights attaching to them, now or in the
future, including the right to receive and retain all dividends, interest and
other distributions declared, paid or made in the future except that Gibbs and
Dandy Shareholders on the register at close of business on 11 April 2008 will be
entitled to receive and retain the final dividend of 10p per Gibbs and Dandy
Share 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 advice
to the Board of Gibbs and Dandy, Panmure Gordon has taken into account the
commercial assessments of the directors of Gibbs and Dandy.
Accordingly, the Board of Gibbs and Dandy intends unanimously to recommend to
the Gibbs and Dandy Shareholders that they accept the Offer, as they have
themselves irrevocably undertaken to do (or procure to be done) in respect of
their entire beneficial holdings of Gibbs and Dandy Shares amounting to, in
aggregate, 591,932 Gibbs and Dandy Shares, representing approximately 5.85 per
cent. of the existing issued share capital of Gibbs and Dandy.
4. Irrevocable undertakings
SGBD has received irrevocable undertakings to accept the Offer (or to procure
that another person accepts the Offer) from the directors of Gibbs and Dandy and
their immediate families, related trusts and any other person whose interests in
Gibbs and Dandy Shares a director is taken to be interested in pursuant to Part
22 of the Companies Act 2006 in respect of a total of 1,340,008 Gibbs and Dandy
Shares, 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 Gibbs
and Dandy (including the commitments referred to in paragraph 3 above). These
irrevocable undertakings will only cease to be binding in the event that the
Offer Document is not posted within 28 days (or such longer period as the Panel
may agree) after the date of this announcement or the Offer lapses or is
withdrawn.
In addition, SGBD has received irrevocable undertakings to accept the Offer (or
to procure that another person accepts the Offer) from certain other Gibbs and
Dandy Shareholders, in respect of a total of 1,324,732 Gibbs and Dandy Shares
representing approximately 13.09 per cent. of the issued share capital of Gibbs
and Dandy. The undertakings in respect of 1,324,732 Gibbs and Dandy Shares from
those shareholders will cease to be binding in the event of an offer for the
issued ordinary share capital of Gibbs and Dandy by another party which has a
cash value equal to or greater than 440 pence per Gibbs and Dandy Share. These
irrevocable undertakings will also cease to be binding in the event that the
Offer Document is not posted within 28 days (or such longer period as the Panel
may agree) after the date of this announcement or the Offer lapses or is
withdrawn.
SGBD has also received a non-binding letter of intent to accept the Offer from a
Gibbs and Dandy Shareholder in respect of 150,144 Gibbs and Dandy Shares
representing approximately 1.48 per cent. of the issued share capital of Gibbs
and Dandy.
In aggregate, SGBD has therefore received irrevocable undertakings, and
non-binding letters of intent, to accept the Offer, or to procure that another
person accepts the Offer, in respect of a total of 2,814,884 Gibbs and Dandy
Shares, representing approximately 27.82 per cent. of the issued share capital
of Gibbs and Dandy.
5. Information on the Saint-Gobain Group and on SGBD
SGBD is a wholly-owned subsidiary of Compagnie de Saint-Gobain. The
Saint-Gobain Group is a leading producer, processor and distributor of
materials, especially in glass, ceramics, plastics and building materials. It
operates in 54 countries worldwide and employs approximately 207,000 people. It
is Europe's largest distributor of building materials with operations in 20
countries including the UK, France and Germany.
In the year ended 31 December 2007, Compagnie de Saint-Gobain reported group
revenue of Euro43,421 million (2006: Euro41,596 million) and group operating profit of
Euro4,108 million (2006: Euro3,714 million). As at 31 December 2007, Compagnie de
Saint-Gobain had consolidated net assets of Euro15,267 million (2006: Euro14,487
million).
6. Information on Gibbs and Dandy
Gibbs and Dandy is a UK distributor of a wide range of building materials, with
11 branches across the Northern Home Counties, the Thames Valley and the South
Midlands. It was founded in the nineteenth century and listed on the Birmingham
Stock Exchange in 1953. Gibbs and Dandy has a strong focus on customer
service, a large customer base, wide product range and an experienced management
team 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 consolidated
net assets of #25.3 million (2006: #22.3 million).
Over the past decade Gibbs and Dandy has grown both organically and by
acquisition. For example, in 2007 Gibbs and Dandy completed the purchase of
Carson Fletcher Timber Limited, based in Market Harborough, Leicestershire. This
acquisition complemented Gibbs and Dandy's presence in Northamptonshire and
allowed it to expand its timber product offering. In addition to enlarging the
branch network, the management of Gibbs and Dandy have sought to enhance the
sales environment of the existing branches with a number of refurbishment
projects in recent years.
7. Background to the recommendation
The approach by SGBD and the level of the Offer is such that the Gibbs and Dandy
Directors believe it provides Gibbs and Dandy Shareholders with certainty of
value at an attractive level, which reflects both the quality of the Gibbs and
Dandy business and its standing in its markets, and that Gibbs and Dandy
Shareholders should have the opportunity to realise their investment in Gibbs
and Dandy.
Whilst Gibbs and Dandy Directors believe that the business is well positioned to
continue to operate successfully as an independent builders' merchant, they
consider that its future will be more successful as part of a larger
organisation whose greater buying power and access to significant capital will
safeguard Gibbs and Dandy's ability to compete in the current market environment
and to expand in the future. This will, they believe, result in more
opportunities for Gibbs and Dandy's management and employees.
Gibbs and Dandy Directors believe that if Gibbs and Dandy were to remain
independent, there would be no certainty that its share price would achieve the
level of the Offer Price in the medium term. Gibbs and Dandy Directors have
therefore concluded that the Offer represents the best route available to
shareholders to optimise shareholder value both in the current market and in the
foreseeable future.
The Offer represents a premium of approximately 8.3 per cent. to the Closing
Price of 392.5 pence per Gibbs and Dandy Share on 6 May 2008, being the last
dealing day prior to this announcement; a premium of approximately 24.6 per
cent. to the Closing Price of 341 pence per Gibbs and Dandy Share on 14 February
2008 being the date immediately prior to the announcement by Gibbs and Dandy
that it had received an approach which might lead to an offer; a premium of
approximately 37.8 per cent. to the average Closing Price of approximately 308.4
pence per Gibbs and Dandy Share for the three month period ended 14 February
2008; and a multiple of approximately 13.3 times Gibbs and Dandy's earnings per
share of 32.0 pence for the year ended 31 December 2007.
In summary Gibbs and Dandy Directors believe that the Offer represents an
attractive premium and provides certainty of value for Gibbs and Dandy
Shareholders. The Gibbs and Dandy Directors are confident that SGBD will also
provide a very attractive opportunity to develop Gibbs and Dandy's business, to
the benefit of its employees and customers, providing a robust platform for
Gibbs and Dandy for the future.
8. Background to and reasons for the Offer
Gibbs and Dandy is a long-established and respected brand in the
building materials distribution market within its geographical area of activity.
SGBD considers that the acquisition of Gibbs and Dandy represents an
attractive opportunity to extend its UK operations. Accordingly, SGBD intends
that, post the acquisition, Gibbs and Dandy branches will continue to trade
under the Gibbs and Dandy name. SGBD also intends that the existing executive
directors 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 existing
management and employees of Gibbs and Dandy. SGBD has given assurances to the
Board of Gibbs and Dandy that the existing employment rights, including pension
rights, of all Gibbs and Dandy employees will be observed at least to the extent
required by applicable law. SGBD's plans for Gibbs and Dandy do not involve any
material change in the conditions of employment of Gibbs and Dandy. SGBD has no
current intention to change the location of Gibbs and Dandy places of business
or to redeploy its fixed assets.
10. Financing of the Offer
The consideration payable under the Offer will be satisfied from the
existing resources of the Saint-Gobain Group.
Gleacher Shacklock is satisfied that sufficient resources are available to SGBD
to 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 irrevocable
undertakings referred to above, as at 6 May 2008 (the latest practicable date
prior to the date of this announcement), neither Compagnie de Saint-Gobain or
SGBD, nor any of the directors of Compagnie de Saint-Gobain or SGBD, nor their
close relatives and related trusts, nor, so far as either of Compagnie de
Saint-Gobain or SGBD is aware, any person acting in concert with Compagnie de
Saint-Gobain or SGBD for the purposes of the Offer is interested in or has any
rights to subscribe for any Gibbs and Dandy Shares, nor does any such person
have any short position in Gibbs and Dandy Shares (whether conditional or
absolute and whether in the money or otherwise), including any short position
under a derivative, any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery or any arrangement in
relation to Gibbs and Dandy Shares. For these purposes, 'arrangement' includes
any agreement to sell or any delivery obligation or right to require another
person to purchase or take delivery and borrowing or lending of Gibbs and Dandy
Shares. An 'arrangement' also includes any indemnity or option arrangement and
any agreement or understanding, formal or informal, of whatever nature relating
to Gibbs and Dandy Shares which may be an inducement to deal or refrain from
dealing in such securities. 'Interest' includes any long economic exposure,
whether conditional or absolute, to changes in the price of securities and a
person is treated as having an 'interest' by virtue of the ownership or control
of securities, or by virtue of any option in respect of, or derivative reference
to, securities.
Neither Compagnie de Saint-Gobain or SGBD, nor, so far as Compagnie de
Saint-Gobain and SGBD are aware, any person acting, or presumed to be acting, in
concert with Compagnie de Saint-Gobain or SGBD has borrowed or lent any Gibbs
and Dandy Shares (save for any borrowed shares which have either been on-lent or
sold).
12. Inducement fee
As part of the negotiations between Gibbs and Dandy and SGBD, Gibbs and Dandy
entered into an inducement fee arrangement with SGBD on 29 April 2008. The
inducement fee, which is equal to #400,000 (plus VAT, if applicable) (it being
agreed and acknowledged by Gibbs and Dandy and by SGBD that such payment shall
not be greater than, and shall not exceed, 1% of the value of the Offer and that
nothing in the inducement fee arrangement letter shall oblige Gibbs and Dandy to
pay an amount which the Panel determines would not be permitted by Rule 21.2 of
the City Code) is payable by Gibbs and Dandy to SGBD in certain events
including, inter alia, Gibbs and Dandy breaching the terms of certain
exclusivity provisions agreed to by Gibbs and Dandy as part of the inducement
fee arrangements; the Gibbs and Dandy Directors withdrawing or modifying, in a
manner adverse to the success of the Offer, their recommendation to Gibbs and
Dandy Shareholders in respect of the Offer; or any person or entity (other than
Compagnie de Saint-Gobain or any party acting in concert with it) announcing an
intention to make a higher competing offer which subsequently becomes
unconditional in all respects.
Pursuant to Rule 21.2 of the Code, Panmure Gordon and Gibbs and Dandy have
confirmed to the Panel that they consider the terms of the inducement fee to be
in the best interests of Gibbs and Dandy Shareholders.
Further details relating to the inducement fee will be set out in the Offer
Document.
13. Compulsory acquisition and delisting
Upon the Offer becoming, or being declared, unconditional in all respects and
sufficient acceptances being received, SGBD intends to apply the procedures set
out in sections 979 to 982 (inclusive) of the Companies Act 2006 to acquire
compulsorily the outstanding Gibbs and Dandy Shares on the same terms as the
Offer.
It is also intended that, when SGBD has by virtue of its shareholdings and
acceptances of the Offer acquired or agreed to acquire Gibbs and Dandy Shares
carrying at least 75 per cent. of the voting rights attaching to the share
capital of Gibbs and Dandy, SGBD will procure the making of an application by
Gibbs and Dandy both to the London Stock Exchange for the cancellation of
trading of Gibbs and Dandy Shares on the London Stock Exchange's market for
listed securities and to the UKLA for cancellation of the listing of Gibbs and
Dandy 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 per
cent. of the voting rights. The cancellation of the listing of Gibbs and Dandy
Shares will significantly reduce the liquidity and marketability of any Gibbs
and 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 in
certificated form, the Form of Acceptance will be distributed to Gibbs and Dandy
Shareholders within 28 days of the date of this announcement, unless otherwise
agreed with the Panel.
The Offer and acceptances thereof will be governed by English Law. The Offer
will be subject to the applicable requirements of the City Code, the Panel, the
London Stock Exchange and other legal and regulatory requirements.
The Offer will be subject to the conditions set out in Appendix I to this
announcement and to the full terms and conditions to be set out in the Offer
Document 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 this
announcement are set out in Appendix II to this announcement. Appendix III to
this announcement contains details of irrevocable undertakings and letters of
intent to accept the Offer. Certain terms used in this announcement are defined
in Appendix IV to this announcement.
ENQUIRIES:
Compagnie de Saint-Gobain
Investor Relations Department :
Mrs Florence Triou-Teixeira +33 1 47 62 45 19
Mr Alexandre Etuy +33 1 47 62 37 15
Mr Vivien Dardel +33 1 47 62 44 29
Media:
Sophie Chevallon +33 1 47 62 30 48
Gleacher Shacklock 020 7484 1150
Kieran Murphy
Gibbs and Dandy 01582 798 798
Michael Dandy
Amitabh Sharma
Panmure Gordon 020 7459 3600
Andrew Godber
Andrew Potts
Giles Stewart
The Paddy Manning Company
Paddy Manning 020 7930 0777
Gleacher Shacklock, which is authorised and regulated by the Financial Services
Authority in the United Kingdom, is acting for Compagnie de Saint-Gobain and
SGBD and no one else in connection with the Offer and will not be responsible to
anyone other than Compagnie de Saint-Gobain and SGBD 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.
Panmure Gordon, which is authorised and regulated by the Financial Services
Authority in the United Kingdom, is acting for Gibbs and Dandy and no one else
in connection with the Offer and will not be responsible to anyone other than
Gibbs and Dandy for providing the protections afforded to clients of Panmure
Gordon nor for providing advice in relation to the Offer or to the matters
referred to in this announcement.
This announcement is not an offer to sell or an invitation or solicitation to
purchase any securities. The Offer will be made solely by means of the Offer
Document 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 made
solely on the basis of the information contained in the Offer Document and, in
the case of Gibbs and Dandy Shares held in certificated form, the Form of
Acceptance. Gibbs and Dandy Shareholders are strongly advised to read carefully
the formal documentation in relation to the Offer once it has been despatched.
Overseas jurisdictions
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and, therefore, any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
requirements. This announcement has been prepared in accordance with English
law and the City Code and the information disclosed in this announcement may not
be the same as that which would have been disclosed in it had this announcement
been prepared in accordance with the laws of jurisdictions outside England.
The making of the Offer in jurisdictions outside the United Kingdom or to
Overseas Shareholders or to nominees of or trustees for Overseas Shareholders
may be prohibited or affected by the laws or regulatory requirements of the
relevant overseas jurisdictions. Such Overseas Shareholders should inform
themselves about and observe any applicable legal requirements of such
jurisdictions. It is the responsibility of any Overseas Shareholder wishing to
accept the Offer to satisfy himself as to the full observance of the laws and
regulatory requirements of the relevant jurisdiction in connection therewith,
including the obtaining of any governmental, exchange control or other consents
which may be required, compliance with other formalities needing to be observed
and the payment of any issue, transfer or other taxes or duties or requisite
payments due in such jurisdiction. Any such Overseas Shareholder will be
responsible for payment of any such issue, transfer or other taxes, duties or
other requisite payments due in such jurisdiction by whomsoever payable, and
SGBD and Compagnie de Saint-Gobain (and any person acting on the behalf of
either of them) shall be entitled to be fully indemnified and held harmless by
such Overseas Shareholder for any such issue, transfer or other taxes or duties
or other requisite payments as SGBD and Compagnie de Saint-Gobain (and any
person 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 the
United States, Canada, Australia, Japan or any Restricted Jurisdiction. The
Offer will not be made, directly or indirectly, in or into, or by use of the
mails of, or by any means or instrumentality (including, but not limited to,
facsimile transmission or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or any facilities of a national, local or
other securities exchange of, the United States, Canada, Australia, Japan or any
Restricted Jurisdiction, and the Offer cannot be accepted and will not be
capable of acceptance by such use, means, instrumentality or facilities from or
within the United States, Canada, Australia, Japan or any Restricted
Jurisdiction. Accordingly, copies of this announcement are not being, and must
not be, mailed or otherwise distributed or sent in or into or from the United
States, 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 such
later time(s) and/or date(s) as SGBD may, subject to the rules of the City Code
or with the consent of the Panel, decide) in respect of not less than 90 per
cent. (or such lesser percentage as SGBD may decide) of the Gibbs and Dandy
Shares to which the Offer relates, provided that this condition will not be
satisfied unless SGBD and/or any member of the Saint-Gobain Group shall have
acquired or agreed to acquire (whether pursuant to the Offer or otherwise),
directly or indirectly, Gibbs and Dandy Shares carrying, in aggregate, over 50
per cent. of the voting rights then exercisable at general meetings of Gibbs and
Dandy (including for this purpose, to the extent (if any) required by the Panel,
any voting rights attaching to any Gibbs and Dandy Shares which are
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of conversion
or subscription rights or otherwise). For the purposes of this condition:
(i) the expression "Gibbs and Dandy Shares to which the Offer
relates" shall be construed in accordance with section 974 to 991 of the
Companies Act 2006;
(ii) "valid acceptances" shall be deemed to have been received in
respect of Gibbs and Dandy Shares which are treated for the purposes of Section
977(1) or Sections 979(8) to 979(10) of the Companies Act 2006 as having been
acquired by SGBD by virtue of acceptances of the Offer; and
(iii) Gibbs and Dandy Shares which have been unconditionally allotted
but not issued before the Offer becomes or is declared unconditional as to
acceptances, whether pursuant to the exercise of any outstanding subscription or
conversion rights, shall be deemed to carry the voting rights which they will
carry 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 the
Offer creates a relevant merger situation within the meaning of section 23
Enterprise Act 2002 ("Enterprise Act"); or
2.2. OFT indicating in terms satisfactory to SGBD (acting reasonably) that it
has decided not to refer the Offer or any part of the Offer to the Competition
Commission under section 33 Enterprise Act regardless of whether or not SGBD has
offered undertakings in lieu of such a reference, or the statutory period for
the making of such a reference having expired without any such reference being
made; or
2.3. period for considering any merger notice given to the OFT by SGBD under
section 96 Enterprise Act having expired without any such reference being made,
provided that section 100 Enterprise Act does not apply in relation to such
merger notice;
3. no Relevant Authority having decided to take, institute, implement or
threaten any action, proceeding, suit, investigation, reference or enquiry or
enacted, made or proposed any statute, regulation, rule, decision or order or
required any action to be taken or information to be provided or otherwise taken
or refrained from having taken any other step or action or done any thing, and
there 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 proposed
acquisition by SGBD (or any other member of the wider Saint-Gobain Group) of any
Gibbs and Dandy Shares or control or management of Gibbs and Dandy or any member
of the wider Gibbs and Dandy Group void, voidable, unenforceable or illegal in
or under the laws of any jurisdiction or otherwise, directly or indirectly,
restrain, restrict, prohibit or delay, or impose additional or amended
conditions or obligations with respect to, or otherwise challenge or interfere
with, any of the foregoing;
3.2. require, prevent, delay, restrict or affect the divestiture (or alter
the terms of any proposed divestiture) by any member of the wider Saint-Gobain
Group or any member of the wider Gibbs and Dandy Group of all or any part of
their respective businesses, assets or properties or impose any limitation on
the ability of any of them to conduct or to own, use or operate all or any part
of their respective businesses, assets or properties owned by, or the use or
operation 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 the
wider 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 its
business, under any name under which it currently does so to an extent that is
material in the context of the Gibbs and Dandy Group or the Saint-Gobain Group
as the case may be;
3.3. impose any limitation on, or result in any delay in, the ability of any
member of the wider Saint-Gobain Group or any member of the wider Gibbs and
Dandy 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 wider
Saint-Gobain Group or to exercise management or voting control over any member
of the wider Gibbs and Dandy Group or any member of the wider Saint-Gobain
Group;
3.4. require any member of the wider Saint-Gobain Group or any member of the
wider Gibbs and Dandy Group to acquire, or to offer to acquire, any shares or
other securities or indebtedness (or the equivalent) in or of any member of the
wider Saint-Gobain Group or any member of the wider Gibbs and Dandy Group or any
shares or other securities or indebtedness (or the equivalent) in or of, or any
asset owned by, any other person, or to dispose of or repay, or to offer to
dispose of or repay, any shares or other securities or indebtedness (or the
equivalent) in or of, or any asset owned by, any member of the wider
Saint-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 wider
Saint-Gobain Group or any member of the wider Gibbs and Dandy Group to integrate
or co-ordinate its business, or any part of it, with any business of any member
of the wider Saint-Gobain Group or any member of the wider Gibbs and Dandy
Group;
3.6. result in a material delay in the ability of any member of the wider
Saint-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 a
divestiture 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 any
member of the wider Gibbs and Dandy Group or any member of the wider
Saint-Gobain Group or the exercise of rights over shares of any company in the
wider Gibbs and Dandy Group in a manner which is adverse to and material in the
context of the wider Gibbs and Dandy Group as a whole,
and all applicable waiting and other time periods during which any Relevant
Authority could decide to take, institute, implement or threaten any such
action, proceeding, suit, investigation, reference or enquiry or otherwise
intervene having expired, lapsed or been terminated;
4. all necessary filings and applications having been made and all
statutory or regulatory obligations in any jurisdiction having been complied
with, and all appropriate waiting or other time periods (including any
extensions of such periods) under any applicable legislation or regulations of
any jurisdiction having expired, lapsed or been terminated, in each case in
connection with the Offer or the acquisition or proposed acquisition of any
Gibbs and Dandy Shares, or of control or management of Gibbs and Dandy (or any
other member of the wider Gibbs and Dandy Group) by SGBD (or any other member of
the wider Saint-Gobain Group), and all Relevant Authorisations reasonably deemed
by SGBD (or any other member of the wider Saint-Gobain Group) to be necessary or
appropriate for, or in respect of, the Offer or any acquisition or proposed
acquisition of any Gibbs and Dandy Shares, or of control or management of Gibbs
and Dandy (or any other member of the wider Gibbs and Dandy Group), by SGBD (or
any 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 business
of any member of the wider Gibbs and Dandy Group having been obtained in terms
and in a form satisfactory to SGBD from all appropriate Relevant Authorities and
from all appropriate persons, authorities or bodies with whom any member of the
wider Saint-Gobain Group or any member of the wider Gibbs and Dandy Group has
entered into contractual arrangements, and all such Relevant Authorisations
remaining in full force and effect, and there being no notice or intimation of
any intention to revoke, modify, restrict, suspend or not to renew any of them
and there being no indication that the renewal costs of any Relevant
Authorisation might be materially higher than the renewal costs for the current
Relevant Authorisation;
5. save as Disclosed, there being no provision of any Relevant Instrument
which, in consequence of the making or implementation of the Offer, the
acquisition or proposed acquisition by any member of the wider Saint-Gobain
Group of any shares in, or any change in the control or management of, Gibbs and
Dandy 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 extent
which is material in the context of the wider Gibbs and Dandy Group in each
case, 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 or
becoming or is capable of being declared repayable immediately or earlier than
its stated maturity date or the ability of any member of the wider Gibbs and
Dandy Group to borrow monies or incur indebtedness being withdrawn, inhibited or
adversely affected or is capable of being withdrawn, inhibited or adversely
affected to the extent that it is material;
5.2. the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property, assets or
interests of any member of the wider Gibbs and Dandy Group or any such security
(whenever created, arising or having arisen) becoming enforceable or being
enforced;
5.3. any right, interest, liability, obligation or business of any member of
the wider Gibbs and Dandy Group under such Relevant Instrument (or any related
arrangement) being terminated or adversely modified or affected, or any onerous
action being taken or obligation arising under such Relevant Instrument to an
extent that it is material;
5.4. the value of any member of the wider Gibbs and Dandy Group, or the
business, assets, financial or trading position or prospects of any member of
the wider Gibbs and Dandy Group being prejudiced or adversely affected;
5.5. any asset or right (including, without limitation, intellectual property
rights) or interest of, or any asset or right the use or operation of which is
enjoyed by, any member of the wider Gibbs and Dandy Group being or falling to be
disposed of other than in the ordinary course of business, or charged, or
ceasing to be available to any such member, or any right arising under which any
such asset or interest or such right will or could reasonably expected to be
required to be disposed of or charged, or will or could cease to be so
available;
5.6. the interest or business of any member of the wider Gibbs and Dandy
Group in or with any company, firm, body or person, or any arrangements relating
to any such interest or business, being terminated or adversely modified or
affected;
5.7. any change or effect on ownership or use of any intellectual property
rights 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 wider
Saint-Gobain Group being required to acquire, or to offer to acquire, any shares
or other securities or indebtedness (or the equivalent) in or of any member of
the wider Gibbs and Dandy Group or any member of the wider Saint-Gobain Group or
any shares or other securities or indebtedness (or the equivalent) in or of, or
any asset owned by, any other person or to dispose of or repay, or to offer to
dispose of or repay, any shares or other securities or indebtedness (or the
equivalent) in or of, or any asset owned by, any member of the wider Gibbs and
Dandy Group or any member of the wider Saint-Gobain Group,
and no event having occurred which, under any provision of any Relevant
Instrument, would or could reasonably be expected to result in any of the events
or 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 the
latest 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 or
other constitutional document which is or could reasonably be considered to be
material;
6.2. recommended, declared, paid or made, or proposed the recommendation,
declaration, paying or making of, any dividend, bonus issue or other
distribution, whether in cash or otherwise (other than to Gibbs and Dandy or a
wholly-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 or
exchangeable for shares, or rights, warrants or options to subscribe for or
acquire, any such shares or securities or any loan capital (other than issues to
Gibbs and Dandy or a wholly-owned subsidiary of Gibbs and Dandy, and save for
Gibbs and Dandy Shares allotted on the exercise of any options granted under the
Gibbs 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 other
securities;
6.4. (other than to Gibbs and Dandy or a wholly-owned subsidiary of Gibbs and
Dandy) issued, authorised or proposed the issue of any debentures or securities
or incurred or, save in the ordinary course of business, incurred or increased
any indebtedness or liability, actual or contingent;
6.5. entered into, varied, implemented, or authorised, proposed or announced
its intention to enter into, vary or implement, any contract, scheme,
transaction, commitment or other arrangement which is, will or would reasonably
be expected to be restrictive on the business of any member of the wider
Saint-Gobain Group or any member of the wider Gibbs and Dandy Group or which
involves or will or would reasonably be expected to involve an obligation of a
loss making, long term, onerous or unusual nature or magnitude;
6.6. authorised, proposed or effected or announced its intention to propose
any merger, demerger, reconstruction or amalgamation, or any acquisition or
disposal or transfer of, or the creation of any mortgage, charge or security
interest or other encumbrance in respect of, any asset or any right, title or
interest 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 in
remuneration required under the terms of the relevant agreement) the terms of,
any service contract or agreement or other arrangement with any of the
directors, senior executives or senior employees of any member of the wider
Gibbs 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 in
respect of capital expenditure or otherwise) which is outside the ordinary
course of business or which is of a long term, onerous or unusual nature or
magnitude which is, in any said case, material in the context of the wider Gibbs
and Dandy Group;
6.9. been unable, or threatened in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or suspend) payment
of its debts generally or a substantial part thereof or ceased or threatened to
cease carrying on all or a substantial part of its business;
6.10.taken or proposed any action or had any proceedings instituted, threatened
or proposed for its winding-up (voluntarily or otherwise), dissolution, striking
off or reorganisation (or for any analogous proceedings or steps in any
jurisdiction) (save for any such winding-up or dissolution whilst solvent) or
for the appointment of a receiver, administrator, administrative receiver,
trustee or similar or analogous officer of all or any of its assets or revenues
or for any similar or analogous matters in any jurisdiction;
6.11.waived or compromised any claim or authorised any such waiver or
compromise, (other than in the ordinary course of business) which in any case is
material 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 third
party rights in respect of any of the leasehold property or freehold property
owned or occupied by it or otherwise disposed of any such property to an extent
which is material in the context of the Offer or the wider Gibbs and Dandy Group
taken as a whole; or
6.13.agreed to enter into or entered into any commitment, agreement or
arrangement, or passed any resolution or made any offer (which remains open for
acceptances), with respect to, or announced an intention to effect or to
propose, any of the transactions, matters or events referred to in this
paragraph 6;
7. save as Disclosed, since 31 December 2007 (being the date to which the
latest 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 any
member of the wider Gibbs and Dandy Group which is material in the context of
the wider Gibbs and Dandy Group taken as a whole;
7.2. no litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened, announced, instituted or remaining
outstanding by, against or in respect of any member of the wider Gibbs and Dandy
Group 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 enquiry
by, or complaint or reference to, any Relevant Authority against or in respect
of any member of the wider Gibbs and Dandy Group, having been instituted,
announced or threatened or remaining outstanding by, against or in respect of
any member of the wider Gibbs and Dandy Group which is or would reasonably be
expected to be material and adverse in the context of the wider Gibbs and Dandy
Group taken as a whole;
7.3. no steps having been taken which will result in, or would reasonably be
expected to result in, the withdrawal, cancellation, termination or adverse
modification of any licence or permit held by any member of the wider Gibbs and
Dandy Group which is or would reasonably be expected to be material in the
context of the wider Gibbs and Dandy Group taken as a whole;
7.4. no contingent or other liability having arisen or increased or become
apparent to SGBD which would be likely adversely to affect any member of the
wider Gibbs and Dandy Group which is material in the context of the wider Gibbs
and Dandy Group taken as a whole; and
7.5. there having been no material adverse change or deterioration in the
business, operation, assets, financial or trading position or profits of any
member of the wider Gibbs and Dandy Group or any event or circumstance that
would reasonably be expected to result in any such adverse change, in each case
to an extent which is material in the context of the wider Gibbs and Dandy Group
taken as a whole.
8. save as Disclosed, SGBD not having discovered:
8.1. that any financial, business or other information concerning the wider
Gibbs and Dandy Group which is material in the context of the acquisition of
Gibbs and Dandy as contained in the information publicly disclosed at any time
by or on behalf of any member of the wider Gibbs and Dandy Group, or disclosed
at any time by or on behalf of any member of the wider Gibbs and Dandy Group in
writing in connection with the Offer to any member of the wider Saint-Gobain
Group or its agents or advisers, is misleading in any material respect or
contains a material misrepresentation of fact or omits to state a fact necessary
to make the information contained therein not materially misleading in each case
to an extent which is material in the context of the Offer;
8.2. any information which materially affects the import of any such
information as is mentioned in sub-paragraph 8.1;
9. save as Disclosed, SGBD not having discovered any of the following
matters:
9.1. that there has been any release, emission, disposal, spillage or leak of
any hazardous substance or any substance likely to impair the environment or
harm human health on or about or from any property or water now or previously
owned, occupied, used or controlled by any past or present member of the wider
Gibbs and Dandy Group and, in any such case, will or would be likely to give
rise to any liability (whether actual or contingent) or cost on the part of any
member of the wider Gibbs and Dandy Group which is or is reasonably likely to be
material 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 (actual
or 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 the
wider Gibbs and Dandy Group under any environmental legislation, regulation,
notice, circular, order or requirement of any Relevant Authority at a cost which
is reasonably likely to be material in the context of the wider Gibbs and Dandy
Group as a whole.
In the foregoing conditions the following definitions shall apply:
(i) "Data Room" means the Project Normandy documents and
information made available to SGBD by Gibbs and Dandy by way of an on-line data
room facility provided by Intralinks;
(ii) "Disclosed" means either:
(a) expressly contained in Gibbs and Dandy's published report and
accounts for the financial year ended 31 December 2007;
(b) expressly disclosed in any other public announcement made by Gibbs
and Dandy via a Regulatory Information Service in the period commencing on 31
December 2007 and ending on the Business Day immediately preceding the date of
the Announcement; or
(c) fairly disclosed in the documents and information contained in the
Data Room or otherwise fairly disclosed in writing to SGBD by or on behalf of
Gibbs and Dandy in connection with the Offer, in each case on or prior to the
date being one Business Day prior to the date of the Announcement;
(iii) "Relevant Authority" means any government, government
department or governmental, quasi-governmental, supranational, statutory or
regulatory body, agency or authority, or any court, tribunal, institution,
investigative body, association, trade agency or professional or environmental
body or (without prejudice to the generality of the foregoing) any other person
or 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 of
the wider Gibbs and Dandy Group is a party or by or to which any such member or
any 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 rights
exercisable in relation to the undertaking or in the capital or of any class of
capital of such undertaking;
(vii) "wider Gibbs and Dandy Group" means together Gibbs and Dandy
and all of its subsidiary undertakings, associated undertakings and any other
undertakings in which Gibbs and Dandy and such undertakings (aggregating their
interests) have a substantial interest; and
(viii) "wider Saint-Gobain Group" means together Compagnie de
Saint-Gobain and all of its subsidiary undertakings, associated undertakings and
any 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 waive
all or any of the above conditions in whole or in part, except the conditions
set out in paragraph 1 above. SGBD shall be under no obligation to waive or
treat as satisfied any of the other conditions by a date earlier than the latest
date specified below for the satisfaction thereof (or, if no such date is
specified, the date when the Offer, if such be the case, shall become or be
declared unconditional in all respects) notwithstanding that the other
conditions of the Offer may, at an earlier date, have been waived or fulfilled
and that there are, at such earlier date, no circumstances indicating that any
of such conditions may not be capable of fulfilment.
The Offer will lapse unless the conditions set out above (other than the
condition 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 remain
satisfied no later than midnight on the twenty first day after the later of the
first closing date of the Offer and the date on which the Offer becomes or is
declared unconditional as to acceptances, or such later date as the Panel may
agree.
The Offer will lapse if the proposed acquisition of Gibbs and Dandy is referred
to the Competition Commission or if the European Commission either initiates
proceedings under Article 6(1)(c) of the ECMR or makes referral to a competent
authority of the United Kingdom under Article 9(1) of the ECMR before 3.00pm on
the first closing date or the time and date on which the Offer becomes or is
declared unconditional as to acceptances (whichever is the later).
If SGBD is required by the Panel to make an offer for Gibbs and Dandy Shares
under the provisions of Rule 9 of the City Code, SGBD may make such alterations
to any of the conditions (including, without limitation, the condition set out
in paragraph 1 above) or any of the terms of the Offer as are necessary to
comply with the provisions of that Rule.
The Offer will be on terms and will be subject, inter alia, to the conditions
which are set out in this Appendix and those terms which will be set out in the
formal Offer Document and Form of Acceptance and such further terms as may be
required to comply with the provisions of the Code. The Offer and any
acceptances 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 of
Gibbs and Dandy (approximately #43.0 million) is based on 10,119,820 Gibbs and
Dandy Shares in issue on 6 May 2008, the last Business Day prior to the date of
this announcement.
2. Unless otherwise stated:
(i) financial information relating to Gibbs and Dandy has been extracted
or provided (without material adjustment) from Gibbs and Dandy's annual report
and accounts for the year ended 31 December 2007; and
(ii) financial information relating to Compagnie de Saint-Gobain has been
extracted or provided (without material adjustment) from Compagnie de
Saint-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 Daily
Official List and represent the Closing Price on the relevant date.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
Irrevocable undertakings to accept, or procure acceptance of, the Offer have
been given to SGBD by the Gibbs and Dandy Directors and certain persons
connected with them in respect of the following holdings of Gibbs and Dandy
Shares:
Name of Director Number of Gibbs and Dandy
Shares
Robert Michael Dandy 455,761
Christopher Edward Roshier 2,000
Guy William Bouchaert Naylor 125,671
John Christopher Castle 8,500
Total 591,932
The 125,671 Gibbs and Dandy Shares in respect of which G.W.B. Naylor has entered
into an irrevocable undertaking include 108,926 Gibbs and Dandy Shares in his
own name, 8,418 Gibbs and Dandy Shares held by Pershing Keen Nominees (as
nominee for G.W.B Naylor), and, a further 8,327 Gibbs and Dandy Shares which are
held 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 has
entered into irrevocable undertaking include 6,000 Gibbs and Dandy Shares held
by Hargreaves Lansdown Nominees (as nominee for John Christopher Castle), and, a
further 2,500 Gibbs and Dandy Shares which are held by Hargreaves Lansdown
Nominees (as nominee for Susan Anne Castle).
These undertakings remain binding in the event of a competing offer being made
for Gibbs and Dandy unless the Offer lapses or is withdrawn.
Irrevocable undertakings to accept, or procure acceptance of, the Offer have
also been given to SGBD by the following persons in respect of the holdings of
Gibbs and Dandy Shares set opposite their names:
Name Number of Gibbs and Dandy
Shares
John Dandy 12,217
Angela June Dandy 5,034
Matthew Wakefield and Robert Michael Dandy 46,575
Peter John Dandy 24,000
Eleanor Mary Dandy 24,000
Elizabeth Foster 256,309
Elizabeth Foster and Matthew Wakefield 57,134
Robert Michael Dandy, Elizabeth Foster and Michael John Holloway 121,970
Elizabeth Foster, Robert Michael Dandy and Michael John Holloway 121,970
Stephen Collins 78,867
Total 748,076
Further irrevocable undertakings to accept, or procure the acceptance of, the
Offer have been given to SGBD as follows:
Name Number of Gibbs and Dandy
Shares
New River Holdings Limited 801,150
Howard M. Jones 523,582
Total 1,324,732
The 523,582 Gibbs and Dandy Shares in respect of which Howard M. Jones has
entered into an irrevocable undertakings include 204,815 Gibbs and Dandy Shares
held 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 Nominees
Limited (as nominee for Rosalind Anne Jones), 116,859 Gibbs and Dandy Shares
which are held by Rosalind Anne Jones, 10,707 Gibbs and Dandy Shares which are
held 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 a
further 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 competing
offer being made for the entire issued or to be issued ordinary share capital of
Gibbs and Dandy where the cash consideration of such an offer has a value equal
to or greater than 440 pence per share as at the date on which such competing
offer is announced or (ii) the Offer lapsing or being withdrawn.
In addition, SGBD has also received a non-binding letter of intent under which
the following Gibbs and Dandy Shareholder has confirmed that it is its current
intention to accept the Offer:
Name Number of Gibbs and Dandy
Shares
Montanaro Investment Managers 150,144
Total 150,144
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement unless the context
requires 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 the
Service" 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", "associated
undertaking" 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 relevant
uncertificated 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 pounds
sterling 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 legislation
are, unless otherwise stated, to statutes or forms of legislation of the United
Kingdom and any reference to any provision of any legislation includes any
amendment, modification, re-enactment or extension thereof.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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