Conversion Of Saint-Gobain’s “OCEANE” Bonds Into New Shares

Compagnie de Saint-Gobain announces the conversion, at a ratio of four new shares for one bond, of 99.42% of the 4,380,953 “OCEANE” bonds (bonds convertible into new shares and/or exchangeable for existing shares of Compagnie de Saint-Gobain, ISIN code FR0000188294) issued in February 2002.

Based on the number of conversion requests received as of the December 20, 2006 deadline, Compagnie de Saint-Gobain will issue 17.4 million new shares, a 4.96% increase in the number of shares outstanding.

The conversion of these 4,355,403 “OCEANE” bonds will result in an equity increase of €914.6 million. Consequently, the Group’s net debt will be reduced by the same amount.

The increase in share capital will be legally recorded in the accounts on December 31, 2006 and the new shares will be issued, delivered and listed on January 2, 2007.

As no interest will be paid for the period from January 1, 2006 to January 1, 2007 to holders of bonds presented for exchange, there will be a resulting €24 million reduction in financial expenses in the Saint-Gobain Group’s accounts for 2006.

The new shares issued as a result of the bond conversions will carry dividend rights as of January 1, 2006 and will therefore entitle the holder to the entire dividend due for the 2006 financial year.

The 25,550 “OCEANE” bonds not presented for conversion will be redeemed in cash at their par value on January 2, 2007, i.e. €210 per bond, with an interest payment made at the same date in the amount of €5.5125 per bond.

600450 Conversion Of Saint-Gobain’s “OCEANE” Bonds Into New Shares
Date: 10 January 2007
Source: Saint Gobain

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