Saint Gobain - Registration document 2016

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CAPITAL AND OWNERSHIP STRUCTURE
2. Ownership structure
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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016
stock to a limited number of buyers;
that Wendel seeks, on one or more occasions, to transfer
securities representing at least 5% of Saint-Gobain’s capital
a right of first offer in favor of Saint-Gobain in the event ‹
Board committees; and
stake falls under 10% of the voting rights, in which case this
number shall be reduced to one, and participation on the
regarding governance, three seats on the Board of ‹
Directors appointed at Wendel’s proposal, unless Wendel’s
the Saint-Gobain General Shareholders’ Meetings.
coordination on any draft resolution to be submitted to ‹
Wendel will remain free to contribute all or part of its shares if
such an offering were nevertheless to occur.
encourage or favor the success of such a takeover bid, and to
abstain from publicly recommending it, being provided that
whose terms are not approved by the Saint-Gobain Board of
Directors, to abstain from any measure that would provoke,
Finally, Wendel agrees not to participate in a takeover bid
The commitments provided for under these agreements will
remain in force for a 10-year period after the General
Meeting of June 7, 2012.
Shareholders’ Meeting of June 9, 2011 and were approved as
related-party transactions by the General Shareholders’
COMPANY’S CONTROL 2.5
At December 31, 2016, to the best of its knowledge, the
Company was not controlled and has not been subject to any
concerning the direct or indirect holding of its capital or its
agreement binding on one or more shareholders or any other
individual or legal entity, acting alone or in concert,
control, or for which the implementation thereof might
subsequently involve a change in the Company’s control.
INFORMATION THAT COULD HAVE AN IMPACT 2.6
IN THE EVENT OF A TAKEOVER BID
Agreements that could result 2.6.1
and the exercise of voting rights
in restrictions on share transfers
entered into with Wendel on May 26, 2011. These may also be
consulted at
See chapter 8, section 2.4 for a summary of the agreements
Impact of a change of control 2.6.2
on certain Company’s operations
Company bonds issued since 2006 contain a bearer
protection clause in the event of change of control (a change
of control put), allowing bearers to request the Company (at
(i) to (iii), the rating agency’s action is expressly associated
with the change of control – or (iv) at the time of the change
designated rating agency falls by one notch (e.g. from BB+ to
BB); (iii) the rating is withdrawn; – and, in each of these cases
“investment grade” to “non-investment grade”; (ii) the
“non-investment grade” rating of the bonds in question by a
available in the following cases: (i) the rating of the bonds in
question by a designated rating agency falls from
its discretion) for either their early redemption, or their
purchase at par (plus accrued interest). This option is only
outstanding borrowings concerned at December 31, 2016
were €7,639 million.
of control, the concerned bonds had no rating. Total
December 2012 for €1,461 million and in December 2013 for
€2,539 million) also contain change of control clauses.
In addition, the agreements relating to the syndicated lines of
credit for general corporate purposes (made available in
immediately terminated in case of change of control with the
Finally, certain deferred compensation and defined benefit
pension plans of the Group’s U.S. subsidiaries would be
2016.
rights of the beneficiaries to become due within 12 months.
The total potential cost was USD 161.6 million at December 31,