Offer for BPB plc

Compagnie de Saint-Gobain
17 November 2005

Not for release, publication or distribution, in whole or in part, in, into or
from Australia or Canada


                                                                17 November 2005



                                  SAINT-GOBAIN

                           RECOMMENDED CASH OFFER of

                          775 pence for each BPB Share

                                       by

                                  BNP PARIBAS

                                      and

                              UBS INVESTMENT BANK

                                  on behalf of

                                   the offeror

                          a wholly-owned subsidiary of

                                  SAINT-GOBAIN

                   and (in the United States) by the Offeror

                                      for

                                    BPB PLC



Summary

•     The boards of Saint-Gobain and BPB are pleased to announce that they have
reached agreement on the terms of a recommended cash offer for the entire issued
and to be issued ordinary share capital of BPB.

•      The Recommended Offer values each BPB Share at 775 pence and the entire
issued ordinary share capital of BPB at approximately £3,894 million.

•      The BPB Directors, who have been so advised by Rothschild, consider the
terms of the Recommended Offer to be fair and reasonable. In providing their
advice, Rothschild has taken into account the commercial assessments of the BPB
Directors.  The BPB Directors unanimously recommend that BPB Shareholders accept
the Recommended Offer, as they intend to do so in respect of their own
beneficial shareholdings amounting to 564,953 BPB Shares in aggregate.

•      The Recommended Offer represents a premium of approximately:

       -     51.2 per cent. to the closing price of 512.5 pence for each BPB 
Share on 20 July 2005, the last trading day prior to commencement of the Offer 
Period; and

       -     65.6 per cent. to the average closing price of 468.1 pence for each
BPB Share for the twelve months prior to and including 20 July 2005.



Commenting on the Recommended Offer, Jean-Louis Beffa, Chairman and CEO of
Saint-Gobain said:

'We are very pleased that we have today reached agreement on a price for BPB
which their Board has recommended to their shareholders.

I believe this is an excellent deal both for Saint-Gobain and BPB. Combining our
insulation business with BPB creates a global leader in building interior
solutions. It gives us high profitability, strong free cash flow generation and
further access to multi-regional markets.  It provides a real opportunity for
Saint-Gobain to enhance its top-line growth and, with the benefit of the
expected synergies, meets the Group's financial acquisition criteria.

After completing the transaction, we look forward to bringing together the teams
to fully realise the businesses' considerable potential.'

Commenting on the Recommended Offer, Sir Ian Gibson, Chairman of BPB said:

'BPB's strategy has been to provide superior growth as a focused independent
company. However, Saint-Gobain have today made a compelling offer which delivers
full value for BPB's world leading position and its future prospects.
Accordingly, the BPB Board will be recommending shareholders to accept the 775p
cash offer from Saint-Gobain.'

 Enquiries



Saint-Gobain
Florence Triou-Teixeira, Head of IR                     Tel: [phone]
Alexandre Etuy, Deputy Head of IR                       Tel: [phone]

BNP Paribas (joint financial adviser to Saint-Gobain)
Thierry Dormeuil                                        Tel: [phone]
Oliver Ellingham                                        Tel: [phone]

UBS Investment Bank (joint financial adviser and broker to Saint-Gobain)
Charles-Henri Le Bret                                   Tel: [phone]
Liam Beere                                              Tel: [phone]

Brunswick (PR adviser to Saint-Gobain)
John Sunnucks                                           Tel: [phone]
Sophie Fitton                                           Tel: [phone]



BPB
Sir Ian Gibson                                          Tel: [phone]

Rothschild (financial adviser to BPB)
John Deans                                              Tel: [phone]
Ravi Gupta                                              Tel: [phone]

Finsbury (PR adviser to BPB)
James Murgatroyd                                        Tel: [phone]



This summary should be read in conjunction with, and is subject to, the full
text of the attached announcement. Terms used in this summary shall have the
meaning given to them in Appendix I of the attached announcement.  The
Recommended Offer is subject to the terms and conditions set out in the
Recommended Offer Document and the New Form of Acceptance.

The Recommended Offer is being made today and will be capable of acceptance from
and after the time that the Recommended Offer Document becomes available on
www.saint-gobain.com. From that time, copies of the Recommended Offer Document,
the New Form of Acceptance and any related documents will be available from
Capita Registrars at Corporate Actions, PO Box 166, The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TH.  In addition, the Recommended Offer Document and
the New Form of Acceptance will be posted to BPB Shareholders (other than
persons with registered addresses in Restricted Jurisdictions) as soon as
possible.

BNP Paribas and UBS are acting exclusively for Saint-Gobain and the Offeror in
connection with the Recommended Offer and no one else, and will not be
responsible to anyone other than Saint-Gobain and the Offeror for providing the
protections afforded to respective clients of BNP Paribas and UBS nor for
providing advice in relation to the Recommended Offer or any other matter
referred to herein.

Rothschild, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for BPB and no-one else in connection
with the matters referred to herein and will not be responsible to anyone other
than BPB for providing the protections afforded to clients of Rothschild or for
giving advice in relation to such matters.

Copies of this announcement and any documentation relating to the Recommended
Offer are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send it
in or into or from a Restricted Jurisdiction.

The Recommended Offer in the United States is made solely by the Offeror and
neither BNP Paribas, UBS nor any of their respective affiliates is making the
Recommended Offer into the United States.

In accordance with normal UK market practice and pursuant to an exemptive order
from the SEC, the Offeror, Saint-Gobain or their nominees or brokers (acting as
agents) may from time to time make certain purchases of, or arrangements to
purchase, BPB Shares outside the United States, other than pursuant to the
Recommended Offer, before or during the period in which the Recommended Offer
remains open for acceptance.  These purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed as required in the UK and
communicated in the US by way of an announcement by or on behalf of the Offeror.

This announcement, including information included or incorporated by reference
in this announcement, contains 'forward-looking statements' concerning
Saint-Gobain and BPB.  Information in this announcement relating to BPB has been
compiled from published sources.  Generally, the words 'will', 'may', 'should',
'continue', 'believes', 'expects', 'intends', 'anticipates' or similar
expressions identify forward-looking statements.  These forward-looking
statements involve risks and uncertainties that could cause actual results to
differ materially from those expressed in the forward-looking statements.  Many
of these risks and uncertainties relate to factors that are beyond the
companies' ability to control or estimate precisely, such as future market
conditions and the behaviour of other market participants.  Although it is
believed that the expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will prove to have
been correct.  You are therefore cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this document
and, except as otherwise required by law, neither Saint-Gobain nor BPB
undertakes to update any of the forward-looking statements set out herein.





Not for release, publication or distribution, in whole or in part, in, into or
from Australia or Canada


                                                                17 November 2005



                                  SAINT-GOBAIN

                           RECOMMENDED CASH OFFER of

                          775 pence for each BPB Share

                                       by

                                  BNP PARIBAS

                                      and

                              UBS INVESTMENT BANK

                                  on behalf of

                                  the offeror

                          a wholly-owned subsidiary of

                                  SAINT-GOBAIN

                   and (in the United States) by the Offeror

                                      for

                                    BPB PLC



1.                  Introduction

The boards of Saint-Gobain and BPB are pleased to announce that they have
reached agreement on the terms of a recommended cash offer for the entire issued
and to be issued share capital of BPB.

The BPB Directors, who have been so advised by Rothschild, consider the terms of
the Recommended Offer to be fair and reasonable.  In providing their advice,
Rothschild has taken into account the commercial assessments of the BPB
Directors.  The BPB Directors unanimously recommend that BPB Shareholders accept
the Recommended Offer, as they intend to do so in respect of their own
beneficial shareholdings amounting to 564,953 BPB Shares in aggregate.



2.                  The Recommended Offer

BNP Paribas and UBS, on behalf of the Offeror outside the United States, and the
Offeror, inside the United States, offer to acquire (subject to the further
terms and conditions set out in the Recommended Offer Document and in the New
Form of Acceptance) the entire issued and to be issued share capital of BPB, on
the following basis:


            For each BPB Share                            775 pence in cash

BPB Shares will be acquired by or on behalf of the Offeror pursuant to the
Recommended Offer fully paid and ranking pari passu with all other BPB Shares
and free from all liens, charges, equitable interests, encumbrances, rights of
preemption and any other third party rights of any nature whatsoever and
together with all rights now or hereafter attaching to such shares including,
without limitation, the right to receive in full all dividends and other
distributions (if any) declared, paid or made by BPB on or after the date of the
Announcement (other than the final dividend for the year ended 31 March 2005
paid on 19 August 2005).

The Recommended Offer represents a premium of approximately:

•    51.2 per cent. to the closing price of 512.5 pence for each BPB Share on 20
July 2005, the last trading day prior to commencement of the Offer Period; and

•    65.6 per cent. to the average closing price of 468.1 pence for each BPB
Share for the twelve months prior to and including 20 July 2005.

If the Recommended Offer becomes or is declared unconditional in all respects,
the BPB Directors intend to cancel the Interim Dividend, which will not then be
paid.



3.                  Further terms and conditions of the Recommended Offer

The Recommended Offer is subject to the conditions set out in Part A of Appendix
I to the Recommended Offer Document (which are the same as the conditions to the
Original Offer) and to the further terms set out in the Recommended Offer
Document and the New Form of Acceptance.



4.                  Procedure for acceptance of the Recommended Offer

BPB Shareholders, whether or not they previously accepted the Original Offer,
should read paragraph 7 of the letter from BNP Paribas and UBS contained in Part
II of the Recommended Offer Document, which sets out the procedure for
acceptance of the Recommended Offer.

The Recommended Offer constitutes an entirely new offer for Companies Act
purposes and is not a revision, variation, extension or renewal of the Original
Offer. The Recommended Offer replaces the Original Offer, which is no longer
capable of acceptance by BPB Shareholders. The Recommended Offer has been
structured as an entirely new offer for technical reasons in order to enable the
Offeror (if the Recommended Offer becomes or is declared unconditional in all
respects and the Offeror receives valid acceptances of the Recommended Offer in
respect of, and/or otherwise acquires, at least 90 per cent of the BPB Shares to
which the Recommended Offer relates within four months of the date hereof) to
implement the procedures under sections 428-430F of the Companies Act to
compulsorily acquire the remaining BPB Shares to which the Recommended Offer
relates.

As a result, acceptances of the Original Offer are no longer binding on BPB
Shareholders or the Offeror and will therefore be disregarded by the Offeror and
will not be deemed to be acceptances of the Recommended Offer. Such previous
acceptances will be returned to BPB Shareholders, together with the relevant
share certificate(s) and/or other document(s) of title (if any) or the relevant
TFE Instruction, as soon as practicable. Accordingly BPB Shareholders who have
already accepted the Original Offer and who wish to accept the Recommended Offer
will need to complete and return the New Form of Acceptance (together with the
relevant share certificate(s) and other document(s) of title if any), or in
respect of BPB Shares held in uncertificated form, make a new acceptance
electronically through CREST, as soon as possible.

BPB Shareholders should note that the Code timetable remains unchanged by the
making of the Recommended Offer.  Except with the consent of the Panel, the last
date on which the Offer can become or be declared unconditional as to
acceptances is Friday 2 December 2005. Therefore, BPB Shareholders who wish to
accept the Recommended Offer should do so as soon as possible and in any event
no later than 1.00 p.m. on 2 December 2005.



5.                  Management and Employees

Saint-Gobain attaches great importance to the skills and experience of the
existing management and employees of BPB. If the Recommended Offer becomes or is
declared unconditional in all respects, the existing employment rights,
including pension rights, of all employees of the BPB Group will be fully
safeguarded.



6.                  BPB Share Option Schemes

The Recommended Offer extends to any BPB Shares which are unconditionally
allotted or issued pursuant to the exercise of options or vesting of awards
under the BPB Share Option Schemes while the Recommended Offer remains open for
acceptance (or such earlier date as Saint-Gobain or the Offeror may decide,
subject to the rules of the Code). Appropriate proposals will be made to
participants in the BPB Share Option Schemes in due course.



7.                  Delisting and Compulsory Acquisition

Once the Offeror has acquired or agreed to acquire, by virtue of its holdings
and acceptances of the Recommended Offer, issued share capital carrying 75 per
cent. of the voting rights of BPB, it intends to procure that BPB will apply for
cancellation, respectively, of the trading in BPB Shares on the London Stock
Exchange's market for listed securities and of the listing of BPB Shares on the
Official List. It is anticipated that delisting would occur no earlier than 20
business days after the Recommended Offer becomes or is declared unconditional
in all respects. Delisting would significantly reduce the liquidity and
marketability of any BPB Shares not assented to the Recommended Offer.

If the Offeror receives acceptances in respect of, and/or otherwise acquires, 90
per cent. or more of the BPB Shares to which the Recommended Offer relates, the
Offeror intends to exercise its rights pursuant to the provisions of Sections
428 to 430F of the Companies Act to acquire the remaining BPB Shares.



8.                  Overseas Shareholders

The Recommended Offer (unless otherwise determined by the Offeror and permitted
by applicable law and regulation) is not being made, directly or indirectly, in
or into, Australia or Canada or any jurisdiction where to do so would violate
the laws in that jurisdiction, and the Recommended Offer is not capable of
acceptance from or within Australia or Canada or any such other jurisdiction.
Accordingly, copies of this announcement, the Recommended Offer Document, the
New Form of Acceptance and any accompanying document are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded, distributed or sent
in, into or from Australia or Canada or any jurisdiction where to do so would
violate the laws in that jurisdiction, and persons receiving this announcement,
the Recommended Offer Document, the New Form of Acceptance or any accompanying
document (including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such jurisdictions as doing
so may invalidate any purported acceptance of the Recommended Offer. The
availability of the Recommended Offer to BPB Shareholders who are not resident
in the United Kingdom may be affected by the laws of the relevant jurisdictions
in which they are citizens. Such persons should read paragraph 5 of Part B and
paragraph 3 of Part C (if such person holds BPB Shares in certificated form) or
paragraph 3 of Part D (if such person holds BPB Shares in uncertificated form)
of Appendix I to the Recommended Offer Document and inform themselves of, and
observe, any applicable legal or regulatory requirements of their jurisdictions.

Enquiries



Saint-Gobain
Florence Triou-Teixeira, Head of IR                     Tel: [phone]
Alexandre Etuy, Deputy Head of IR                       Tel: [phone]

BNP Paribas (joint financial adviser to Saint-Gobain)
Thierry Dormeuil                                        Tel: [phone]
Oliver Ellingham                                        Tel: [phone]

UBS Investment Bank (joint financial adviser and broker to Saint-Gobain)
Charles-Henri Le Bret                                   Tel: [phone]
Liam Beere                                              Tel: [phone]

Brunswick (PR adviser to Saint-Gobain)
John Sunnucks                                           Tel: [phone]
Sophie Fitton                                           Tel: [phone]



BPB
Sir Ian Gibson                                          Tel: [phone]

Rothschild (financial adviser to BPB)
John Deans                                              Tel: [phone]
Ravi Gupta                                              Tel: [phone]

Finsbury (PR adviser to BPB)
James Murgatroyd                                        Tel: [phone]



Terms used in this announcement shall have the meaning given to them in Appendix
I.  This announcement should be read in conjunction with, and is subject to, the
full text of the Recommended Offer Document.

The Recommended Offer is being made today and will be capable of acceptance from
and after the time that the Recommended Offer Document becomes available on
www.saint-gobain.com. From that time, copies of the Recommended Offer Document,
the New Form of Acceptance and any related documents will be available from
Capita Registrars at Corporate Actions, PO Box 166, The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TH. In addition, the Recommended Offer Document and
the New Form of Acceptance will be posted to BPB Shareholders (other than
persons with registered addresses in Restricted Jurisdictions) as soon as
practicable.

BNP Paribas and UBS are acting exclusively for Saint-Gobain and the Offeror in
connection with the Recommended Offer and no one else, and will not be
responsible to anyone other than Saint-Gobain and the Offeror for providing the
protections afforded to respective clients of BNP Paribas and UBS nor for
providing advice in relation to the Recommended Offer or any other matter
referred to herein.

Rothschild, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for BPB and no-one else in connection
with the matters referred to herein and will not be responsible to anyone other
than BPB for providing the protections afforded to clients of Rothschild or for
giving advice in relation to such matters.

Copies of this announcement and any documentation relating to the Recommended
Offer are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send it
in or into or from a Restricted Jurisdiction.

The Recommended Offer in the United States is made solely by the Offeror and
neither BNP Paribas, UBS nor any of their respective affiliates is making the
Recommended Offer into the United States.

In accordance with normal UK market practice and pursuant to an exemptive order
from the SEC, the Offeror, Saint-Gobain or their nominees or brokers (acting as
agents) may from time to time make certain purchases of, or arrangements to
purchase, BPB Shares outside the United States, other than pursuant to the
Recommended Offer, before or during the period in which the Recommended Offer
remains open for acceptance.  These purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed as required in the UK and
communicated in the US by way of an announcement by or on behalf of the Offeror.

This announcement, including information included or incorporated by reference
in this announcement, contains 'forward-looking statements' concerning
Saint-Gobain and BPB.  Information in this announcement relating to BPB has been
compiled from published sources.  Generally, the words 'will', 'may', 'should',
'continue', 'believes', 'expects', 'intends', 'anticipates' or similar
expressions identify forward-looking statements.  These forward-looking
statements involve risks and uncertainties that could cause actual results to
differ materially from those expressed in the forward-looking statements.  Many
of these risks and uncertainties relate to factors that are beyond the
companies' ability to control or estimate precisely, such as future market
conditions and the behaviour of other market participants.  Although it is
believed that the expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will prove to have
been correct.  You are therefore cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this document
and, except as otherwise required by law, neither Saint-Gobain nor BPB
undertakes to update any of the forward-looking statements set out herein.



                                   APPENDIX I

                                  DEFINITIONS

Terms used in this announcement shall have the meaning given to them in the
Original Offer Document and the Circular (copies of which are available at
www.saint-gobain.com), unless the context otherwise requires. In addition to
those definitions, the following definitions apply throughout to this
announcement:

'Announcement'                               means the press release announcing the Original Offer by the
                                             Offeror for BPB dated 3 August 2005;

'BPB Board' or 'BPB Directors'               means the board of directors of BPB;

'Circular'                                   means Saint-Gobain's circular to BPB Shareholders dated 9
                                             November 2005;

'Interim Dividend'                           means the proposed interim dividend of 8 pence per BPB
                                             Shares to be paid on 20 January 2006 to BPB Shareholders on
                                             the register on 23 December 2005;

'New Form of Acceptance'                     means the form of acceptance and authority relating to the
                                             Recommended Offer;

'Original Offer'                             means the original cash offer for the entire issued and to
                                             be issued share capital of BPB as set out in the Original
                                             Offer Document;

'Original Offer Document'                    means the original offer document dated 31 August 2005
                                             relating to the Original Offer sent to BPB Shareholders;

'Recommended Offer' or 'Recommended Cash     means the recommended cash offer (in the United States) by
Offer'                                       the Offeror and (outside the United States) by BNP Paribas
                                             and UBS on behalf of the Offeror, to acquire all the issued
                                             and to be issued BPB Shares, on the terms and subject to the
                                             conditions set out in this announcement, the Recommended
                                             Offer Document and the New Form of Acceptance and including,
                                             where the context so requires, any subsequent revision,
                                             variation, extension or renewal of such offer;

'Recommended Offer Document'                 means the document dated 17 November 2005 containing the
                                             Recommended Offer;

'Recommended Offer Price'                    775 pence per BPB Share;

'Rothschild'                                 means N M Rothschild & Sons Limited; and

'UBS' or 'UBS Investment Bank'               means UBS Limited.



                                  APPENDIX II

                               SOURCES AND BASES

Unless otherwise stated, the financial information relating to BPB has been
extracted or derived, without material adjustment, from BPB's Annual Report.

The Recommended Offer values the entire issued ordinary share capital of BPB at
approximately £3,894 million, based on (i) the Recommended Offer Price of 775
pence in cash per BPB Share and (ii) 502,434,883 BPB Shares being in issue (as
sourced from the BPB Rule 2.10 announcement of 21 October 2005).

The premium statistics are calculated from the market prices of BPB Shares,
which have been derived from the Daily Official List.

The International Securities Identification Number for BPB Shares is
GB0000687078.


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            The company news service from the London Stock Exchange