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FINANCIAL AND ACCOUNTING INFORMATION
5. Management report Compagnie de Saint-Gobain annual financial statements
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SAINT-GOBAIN
- REGISTRATION DOCUMENT 2016
financial statements
Management report
5.
Compagnie de Saint-Gobain annual
Compagnie de Saint-Gobain’s corporate net income totaled €1,048.7 million in 2016 (2015: €1,070.9 million). This income
consisted largely of financial income from subsidiaries and shareholdings (dividends and income transfers from subsidiaries of
the German branch) totaling €915.7 million in 2016 (2015: €736.5 million).
Shareholders’ equity before allocation of income for the year totaled €17,421 million at December 31, 2016 (December 31, 2015:
€17,326 million).
Significant events during the year
5.1
Transactions involving shareholders’ equity
5.1.1
The main changes in shareholders’ equity included:
an increase in shareholders’ equity on May 17, 2016 of €136.2 million, through the subscription of 4,653,810 shares at a price of
€29.42 under the Group Savings Plan;
concerning 30 million shares (representing approximately 5.3% of the share capital);
a capital reduction of €422.3 million on May 30, 2016 through the cancellation of 10,984,088 shares, of which 10 million shares
bought back on May 3, 2016 by Compagnie de Saint-Gobain to Wendel as part of Wendel’s accelerated bookbuilding process
the payment on June 8, 2016, of the 2015 company dividend of €680.6 million.
Acquisition plans
5.1.2
Saint-Gobain is continuing its plan to acquire a controlling interest in the Swiss company Sika
To this effect, Compagnie de Saint-Gobain signed on December 5, 2014, an agreement to acquire the company Schenker
Winkler Holding AG (SWH), which holds 16.97% of the share capital and 52.92% of the voting rights of the company SIKA as of
December 31, 2016. On December 22, 2014, Compagnie de Saint-Gobain signed an agreement with its direct subsidiary SPAFI
transferring to the latter the benefits and obligations of the contract mentioned above. The payment of the purchase price,
which amounts to SFr 2.83 billion (which is fully hedged in euros), is guaranteed by Compagnie de Saint-Gobain.
Completion of this deal is subject to clearance from the competent anti-trust authorities, which were all obtained on
December 2, 2015. Further, on August 27, 2015, the Swiss Federal Administrative Court confirmed in last resort the validity of the
opt-out clause provided in Sika’s bylaws exempting Saint-Gobain from launching a mandatory takeover bid following the
acquisition of the SWH shares.
Saint-Gobain and its Board of Directors took note of the ruling handed down by the Cantonal Court of Zug on October 28, 2016,
which rejected SWH’s demand for cancellation of the resolutions of the Annual General Meeting of Sika on April 14, 2015 for
which SWH voting rights had been restricted, and SWH’s appeal to the Zug Supreme Court against this decision. Saint-Gobain
had anticipated these decisions by extending the term of the purchase agreement relating to the disposal of SWH shares with
the Burkard family, from March 2016 to June 30, 2017. As of this date, Saint-Gobain will have the option to extend the
agreement until December 31, 2018.
With the support of its Board of Directors, Saint-Gobain is determined to successfully complete its plan to acquire a controlling
stake in Sika, as an industrial plan that will create value for all stakeholders. Pending the decision of the Zug Supreme Court,
which is expected in 2017, Saint-Gobain is confident that the Swiss justice system will restore SWH’s ownership rights on appeal.
Future Saint-Gobain headquarters
5.1.3
work have started, with a completion due in 2019.
In April 2015, Compagnie de Saint-Gobain signed with the Company “SCI Iris La Défense” an off-plan lease regarding the
occupation of its future head-quarters. All conditions precedent have been lifted in April 2016, and demolition and construction
Financing activities
5.1.4
On May 31, 2016, Compagnie de Saint-Gobain redeemed a €700 million 4.875% bond at maturity.
a variable coupon consisting of 3-month Euribor +0.27%.
On September 14, 2016, Compagnie de Saint-Gobain redeemed a €500 million private placement at maturity. The bond had paid
On September 27, 2016, Compagnie de Saint-Gobain took advantage of good conditions in the debt market to lower its average
borrowing costs, issuing €1 billion worth of 0% bonds maturing on March 27, 2020.
On December 15, 2016, Compagnie de Saint-Gobain redeemed a £300 million 5.625% bond at maturity.