sain t-gobain annu al report 2008 annual report

• As also stated in said letter, with the backing of Compagnie
de Saint-Gobain’s Board, Wendel will present two candidates
for election to the Board at the Annual General Meeting
scheduled for June 5, 2008 and one candidate for election
at the 2009 Annual General Meeting.”
At the time, Wendel stated that it held indirectly 20.62%
of the company’s capital and 19.65% of the voting rights as
of March 26, 2008.
Notification of an increase in the voting rights held
by Wendel to above the 20% threshold on March 31, 2008,
leading to a reiteration of the statement of intent in exactly
the same terms.
At the time, Wendel stated that it held indirectly 21.19%
of the Company’s capital and 20.18% of the voting rights
as of April 1, 2008.
Wendel’s interest at December 31, 2008 is shown
in the above ownership structure table.
Notification of an increase in the voting rights held
by the Saint-Gobain PEG France corporate mutual fund
to above the 10% threshold on August 21, 2008, leading
to the issue of the following statement of intent:
“Axa Investment Managers Paris, in its capacity as manager
of the above corporate mutual fund, hereby states,
in accordance with article L.233-7-VII of the Commercial Code,
that:
• The corporate mutual fund in whose name the disclosure
of an increase in voting rights to above the 10% threshold
was made acts alone for the sole purpose of collecting funds
invested by Saint-Gobain Group employees in the Group
Savings Plan.
• The fund is an equity fund and it is therefore authorized
to invest in equities other than Saint-Gobain stock.
• The fund does not intend to acquire control of the company.
• In accordance with the company’s bylaws, employee
shareholders are already represented by one director
and the fund does not plan to ask for an additional seat
on the Board.”
At the time, Axa Investment Managers Paris stated that
the Saint-Gobain PEG France corporate mutual fund held
6.75% of the company’s capital and 10.67% of the voting
rights The interest held by employees through corporate
mutual funds at December 31, 2008 is shown in the above
ownership structure table.
At its meeting on March 20, 2008, the Board accepted
the proposals and undertakings made by Wendel in its letter
of March 18 to the Chairman. This letter is reproduced in full
in the 2007 Annual Report (pages 14-15).
February-March 2009 rights issue
On February 19, 2009, the Board of Directors decided to use
the authorization given at the Annual General Meeting
of June 7, 2007 (12 th resolution) to increase the capital through
a free allocation of stock warrants to existing shareholders,
with a public offering in France, the United Kingdom, Belgium,
the Netherlands, Germany and Switzerland and a private
placement with institutional investors in other countries.
A total of 382,571,985 warrants were allocated on February 20,
2009, on the basis of one warrant per share (1) .
The warrants were exercisable on the basis of two shares
for seven warrants at a price of €14 per share between
February 23 and March 6, 2009. 108,017,212 new €4 par
value shares were issued on conversion of warrants, for total
proceeds of €1,512,240,968 including premiums.
Following these issues, as of March 23, 2009 Compagnie
de Saint-Gobain’s capital amounted to €1,962,356,788
represented by 490,589,197 common shares with a total
of 510,391,631 voting rights (2) (including non-exercisable
rights attached to treasury stock).
The issue prospectus, comprising Compagnie de Saint Gobain’s
Registration Document filed with the French securities
regulator (Autorité des Marchés Financiers – “AMF”) on April 8,
2008 under no. D.08-0214, the update of this Document filed
with the AMF on February 19, 2009 under no. D.08-0214-A01,
and the Offering Circular dated February 19, 2009, was
approved by the AMF under visa no. 09-042 on February 19,
2009. It can be downloaded from the websites
of the company (www.saint-gobain.com) and the AMF
(www.amf-france.org).
MANAGEMENT REPORT
85
(1)
As no stock options were exercised before March 2, 2009 the number of warrants
set initially was not increased.
(2)
Basis February 28, 2009, taking into account the effects of the March 23, 2009 rights issue.
Saint-Gobain - 2008 Annual Report