WENDEL : Wendel announces the completion of the sale of 4.3% of Saint-Gobain's share capital

Not to be distributed in the United States of America, Canada, Australia or Japan

Wendel announces the completion of the sale of 4.3% of Saint-Gobain's share capital

Paris, 7 May 2014. Wendel has completed the sale of 24 million shares in Saint-Gobain, amounting to approximately 4.3% of the share capital, for total proceeds of approximately €1.0bn. Wendel now retains a stake of approximately 12% in Saint-Gobain's share capital and 20% of its voting rights. Wendel's stake will stabilise at around 11.5% of total shares and 19% of total voting rights, given the expected upcoming dilution related to the payment of the scrip dividend and to the employee savings plan.

Wendel has been advised by Ondra Partners in this transaction

Disclaimer

No communication and no information in respect of the sale described in this announcement may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction where such steps would be required. The placement described in this announcement may be subject to specific legal or regulatory restrictions in certain jurisdictions. Wendel takes no responsibility for any violation of any such restrictions by any person.

Merrill Lynch International and J.P. Morgan are acting for the seller and nobody else in relation to the transaction described above and will not be responsible to anyone for providing advice nor to anyone other than the seller for providing the protections offered to its clients in relation to any transaction or any matters referred to in this announcement.

Merrill Lynch International and J.P. Morgan and any of their respective affiliates acting as an investor for their own account may take up as a proprietary position in any shares and in that capacity may retain, purchase or sell for their own accounts such shares.  In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of shares.  They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

This announcement is not a prospectus within the meaning of Directive 2003/71/EC, as implemented in each member state of the European Economic Area, and amendments thereto, including Directive 2010/73/EU to the extent implemented in the relevant member State of the European Economic Area (together, the "Prospectus Directive").

This announcement does not, and shall not, in any circumstances constitute a public offering, nor an offer to sell or to subscribe, nor a solicitation to offer to purchase or to subscribe securities in any jurisdiction.

In France, the offer and sale of securities described in this announcement will be exclusively carried out through a private placement, in accordance with article L.411-2 II of the French Financial and Monetary Code and the related applicable regulations. The offer and sale of securities described in this announcement do not constitute a public offering within the meaning of article L.411-1 of the French Financial and Monetary Code and will not require the preparation of a prospectus submitted to the visa of the Autorité des Marchés financiers.

With respect to the member states of the European Economic Area, other than France, which have implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of the shares of Saint-Gobain sold by Wendel requiring a publication of a prospectus in any Relevant Member State. As a consequence, the shares of Saint-Gobain may only be offered or sold by Wendel in any Relevant Member State pursuant to an exemption under the Prospectus Directive.

This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States unless they are registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or exempt from registration. Wendel does not intend to register the offer or any portion thereof in the United States or to conduct a public offering of securities in the United States.

This document does not constitute a public offering of securities in the United Kingdom. In the United Kingdom, this document is directed only at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"), (ii) "high net worth entities", "unincorporated associations" and other persons to whom it may otherwise be lawfully communicated under Article 49(2)(a) to (d) of the Financial Promotion Order and (iii) to other persons to whom this document may be lawfully communicated (all such persons together being referred to as "relevant persons"). In the United Kingdom, any person who is not a relevant person should not act or rely on this document or any of its contents. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

This press release may not be published, forwarded or distributed in the United States, Canada, Australia or Japan.