sain t-gobain annu al report 2008 annual report
sain t-gobain annu al report 2008 annual report
sain t-gobain annu al report 2008 annual report
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Bond issues<br />
On June 13, <strong>2008</strong>, Saint-Gobain Nederland redeemed a<br />
GBP 150 million bond issue that had reached maturity.<br />
On July 9, <strong>2008</strong>, Saint-Gobain Nederland redeemed a<br />
€364.5 million bond issue that had reached maturity.<br />
On September 16, <strong>2008</strong>, Compagnie de Saint-Gobain carried<br />
out a €750 million five-year bond issue, due September 16,<br />
2013.<br />
Perpetu<strong>al</strong> bonds<br />
In 1985, Compagnie de Saint-Gobain issued €125 million worth<br />
of perpetu<strong>al</strong> bonds – 25,000 bonds with a face v<strong>al</strong>ue of<br />
€5,000 – paying interest at a variable rate indexed to Euribor.<br />
These securities are not redeemable and the interest paid on<br />
them is <strong>report</strong>ed under “Borrowing costs”.<br />
At December 31, <strong>2008</strong>, 18,496 perpetu<strong>al</strong> bonds had been<br />
bought back and cancelled, and 6,504 perpetu<strong>al</strong> bonds were<br />
outstanding, representing a tot<strong>al</strong> face v<strong>al</strong>ue of €33 million.<br />
Financing programs<br />
Participating securities<br />
In the 1980s, Compagnie de Saint-Gobain issued 1,288,299<br />
non-voting participating securities indexed to the average<br />
bond rate (TMO) and 194,633 non-voting participating securities<br />
indexed to Euribor (minimum). These securities are not<br />
redeemable and the interest paid on them is <strong>report</strong>ed under<br />
“Borrowing costs”.<br />
Some of these securities have since been bought back on the<br />
market. At December 31, <strong>2008</strong>, there were 606,883 TMOindexed<br />
securities and 77,516 Euribor-indexed securities<br />
outstanding, representing an aggregate face v<strong>al</strong>ue of €170<br />
million.<br />
Interest on the 606,883 TMO-indexed securities consists of a<br />
fixed portion and a variable portion based on the Group’s<br />
earnings, subject to a cap of 1.25 times the TMO. Interest on<br />
the 77,516 Euribor-indexed securities comprises (i) a fixed<br />
portion of 7.5% per year applicable to 60% of the security, a<br />
nd (ii) a variable portion applicable to the remaining 40%<br />
of the security, which is linked to consolidated net income<br />
of the previous year, subject to the cap specified in the issue<br />
agreement.<br />
Net interest paid on participating securities for <strong>2008</strong> came to<br />
€10.5 million (2007: €10.5 million).<br />
The Group has a number of medium and long-term financing programs (Medium Term Notes) and short-term financing<br />
programs (Commerci<strong>al</strong> Paper and “Billets de Trésorerie”).<br />
At December 31, <strong>2008</strong>, issuance under these programs was as follows:<br />
Programs Currency Maturities Authorized Outstanding issues Outstanding issues Outstanding issues<br />
program at at Dec. 31, <strong>2008</strong> at Dec. 31, 2007 at Dec. 31, 2006<br />
(in millions of currency units) Dec. 31, <strong>2008</strong><br />
Medium Term Notes EUR 1 to 30 years 10,000 3,917 3,356 968<br />
US commerci<strong>al</strong> paper USD Up to 12 months 1,000 * – – 100<br />
Euro commerci<strong>al</strong> paper USD Up to 12 months 1,000 * – – –<br />
Billets de trésorerie EUR Up to 12 months 3,000 690 – 145<br />
* Equiv<strong>al</strong>ent to €718.6 million based on the exchange rate at December 31, <strong>2008</strong>.<br />
166<br />
In accordance with market practices, “Billets de Trésorerie”,<br />
Euro Commerci<strong>al</strong> Paper and US Commerci<strong>al</strong> Paper are<br />
gener<strong>al</strong>ly issued with maturities of one to six months. They<br />
are treated as variable-rate debt, because they are rolled over<br />
at frequent interv<strong>al</strong>s.<br />
Syndicated and bilater<strong>al</strong> lines of credit<br />
Compagnie de Saint-Gobain’s US Commerci<strong>al</strong> Paper, Euro<br />
Commerci<strong>al</strong> Paper and “Billets de Trésorerie” programs are<br />
backed by a €2,000 million confirmed syndicated line of credit<br />
expiring in November 2011 and seven bilater<strong>al</strong> credit lines<br />
tot<strong>al</strong>ing €680 million at December 31, <strong>2008</strong>.<br />
The facility agreements for the bilater<strong>al</strong> credit lines include<br />
acceleration clauses whereby any drawdowns would become<br />
immediately repayable or the facility would be cancelled in<br />
the following cases:<br />
Failure to comply with either of the following ratios<br />
(assessed <strong>annu</strong><strong>al</strong>ly):<br />
– Ratio of net debt to operating income excluding depreciation<br />
and amortization of property, plant and equipment and intangible<br />
assets below 3.75.<br />
– Interest cover (income before tax and net borrowing<br />
costs/net borrowing costs) above 3.<br />
These covenants are included in the facility agreements for<br />
three bilater<strong>al</strong> lines representing €290 million.<br />
Saint-Gobain – Financi<strong>al</strong> Report <strong>2008</strong>