Capital/Financing Update • May 24, 2018
Capital/Financing Update
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PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
24 May 2018
Compagnie de Saint-Gobain
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated July 12, 2017 and supplements to it dated 24 August 2017 and 1 March 2018, which together constitute a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. The Base Prospectus and any supplement(s) thereto will be published electronically on the website of the London Stock Exchange plc at www.londonstockexchange.com/exchange/news/market-news/market-newshome.html. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus.
| 1. | $\rm(i)$ | Series Number: | 37 |
|---|---|---|---|
| (ii) | Tranche Number: | ||
| 2. | Specified Currency: | Euro (" $EUR$ ") | |
| 3. | Aggregate Nominal Amount of Notes admitted to trading: |
||
| (i) | Series: | EUR 60,000,000 | |
| (i) | Tranche: | EUR 60,000,000 |
| 4. | Issue Price: | 100%, of the Aggregate Nominal Amount | |
|---|---|---|---|
| 5. | (i) | Specified Denominations: | EUR 100,000 |
| (ii) | Calculation Amount: | EUR 100,000 | |
| 6. | (i) | Issue Date: | 25 May 2018 |
| (ii) | Interest Commencement Date: |
Issue Date | |
| 7. | Maturity Date: | 25 May 2033 | |
| 8. | Interest Basis: | Y1-2: 2.000% Fixed Rate ("First Interest Basis") |
|
| Y3-15: 20 years EUR CMS Reference Rate ("Second Interest Basis") |
|||
| (further particulars specified below) | |||
| 9. | Redemption/Payment Basis: | Redemption at par | |
| 10. | Change of Interest Basis: | Applicable | |
| (i) | First Interest Basis: | 2.000% Fixed Rate | |
| (ii) | Second Interest Basis: | 20 years EUR CMS Reference Rate | |
| (iii) | Interest Basis Conversion Date: |
Subject to no adjustment | |
| 11. | Put/Call Options: | Not Applicable | |
| 12. | $Date(s)$ of relevant corporate authorisations for issuance of Notes: |
22 February 2018 (Board Authorisation) and 15 May 2018 (Decision to Issue) |
|
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||
| 13. | Fixed Rate Note provisions | Applicable | |
| (i) | Rate(s) of Interest: | 2.000%, per annum payable in arrears on each Interest Payment Date |
|
| (ii) | Interest Payment Date(s): | 25 May in each year from, and including 25 May 2019 to, and including, 25 May 2020, subject to adjustment in accordance with the Business Day |
|
| (iii) | Fixed Coupon Amount(s): | Convention. EUR 2,000 per Calculation Amount |
| (iv) | Broken Amount(s): | Not Applicable |
|---|---|---|
| (v) | Day Count Fraction: | 30/360 |
| (vi) | Determination Date(s): | 25 May in each year |
| (vii) | Range Accrual: | Not Applicable |
| 14. | Floating Rate Note provisions | Applicable |
| (i) | Interest Period(s): | Annually in arrears |
| (ii) | Specified Interest Payment Dates: | 25 May in each year from, and including 25 May 2021 to, and including the Maturity Date, subject to adjustment in accordance with the Business Day Convention set out in (iv) below |
| (iii) | First Interest Payment Date: | 25 May 2021 |
| (iv) | Business Day Convention: | Following Business Day Convention |
| (v) | Business Centre(s): | Target |
| (vi) | Manner in which the Rate $(s)$ of Interest is/are to be determined: |
CMS Rate |
| (vii) | Party responsible for calculating the Rate $(s)$ of Interest and/or Interest Amount (if not the Agent): |
Deutsche Bank AG, London Branch (the "Agent") |
| (viii) | Screen Rate Determination: | Not Applicable |
| (ix) | ISDA Determination: | Not Applicable |
| (x) | CMS Rate | Applicable and determined by reference to EUR-ISDA-EURIBOR Swap Rate - 11:00 |
| · Multiplier: | Not Applicable | |
| • First Relevant Screen Page: | Reuters page: ICESWAP2 (or any successor thereto) |
|
| • First Relevant Time: | 11:00 am (Frankfurt time) | |
| • First Reference Currency: | EUR |
$\tilde{\nu}$
| • First Designated Maturity: | 20 years | |
|---|---|---|
| • Second Relevant Screen Page: | For the avoidance of doubt, if the CMS Rate does not appear on the First Relevant Screen Page on such date, the rate will be determined in accordance with the "Rate of Interest for CMS Linked Notes" in the Issuer's EMTN programme |
|
| (xi) | Linear Interpolation: | Not Applicable |
| (xii) | $Margin(s)$ : | Not Applicable |
| (xiii) | Minimum Rate of Interest: | $0\%$ |
| (xiv) | Maximum Rate of Interest: | 5% |
| $\left( xy\right)$ | Day Count Fraction: | 30/360 |
| (xvi) | Interest Determination Date(s): | Two business days prior to each Interest Period at 11:00am Frankfurt time |
| (xvii) | Range Accrual: | Not Applicable |
| 15. | Range Accrual Notes | Not Applicable |
| 16. | Inflation Linked Notes provisions | Not Applicable |
| 17. | Zero Coupon Note provisions | Not Applicable |
| PROVISIONS RELATING TO REDEMPTION | ||
| 18. | Call Option: | Not Applicable |
| 19. | Put Option: | Not Applicable |
| 20. | Final Redemption Amount | |
| (i) | Fixed Rate Notes, Floating Rate Notes and Zero Coupon Notes: |
At par |
| (ii) | Inflation Linked Redemption: | Not Applicable |
Early Redemption Amount of
each Note payable on redemption
for taxation reasons or on event of
default or other early redemption: $21.$ At par
Form of Notes: $22.$
Temporary Bearer Global Note exchangeable
for a Permanent Bearer Global Note which is exchangeable for Definitive Notes only upon an Exchange Event
| 23. | New Global Note ("NGN") | Yes |
|---|---|---|
| 24. | Financial Centre(s): | Target |
| 25. | Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature): |
N 0 |
| 26. | Redenomination: | Not Applicable |
| Signed on behalf of the Issuer: | |
|---|---|
| By: | |
| Duly authorised | Yassir KHARROUBA |
| (i) | Admission to trading: | Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange with effect from the Issue Date. |
|---|---|---|
| (ii) | Estimate of total expenses related to admission to trading: |
£3,375 |
Ratings:
The Notes to be issued are expected to be rated: S & P: BBB (Stable)
Moody's: Baa2 (Stable)
Save as discussed in "Subscription and Sale and Transfer and Selling Restrictions", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. The Dealers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.
$\overline{4}$ . YIELD (Fixed Rate Notes only)
Indication of yield:
For the period from (and including) the Issue Date to (but excluding) 25 May 2020; 2.000 per cent.
The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
| ISIN Code: | XS1824277641 |
|---|---|
| Common Code: | 182427764 |
| Book-entry clearing systems | Euroclear Bank S.A./N.V./Clearstream Banking, société anonyme |
|---|---|
| Delivery: | Delivery against payment |
| Names and addresses of additional Paying Agent(s) (if any): |
Not Applicable |
| Intended to be held in a manner which would allow Eurosystem eligibility: DISTRIBUTION |
Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the International Central Securities Depositaries ("ICSDs") as common safekeeper, and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that the Eurosystem eligibility criteria have been met. |
| U.S. Selling Restrictions: | TEFRAD |
Stabilisation Manager(s) (if any): Not Applicable
$6.$
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