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FRENCH MINISTRY ISSUES STATEMENT REGARDING RHONE-POULENC

 FRENCH MINISTRY ISSUES STATEMENT REGARDING RHONE-POULENC
 /Editors: The following was released today by the French government


concerning a modification of Rhone-Poulenc's capital structure./
 PARIS, Oct. 29 /PRNewswire/ -- The French Government has decided to begin the process which may lead to an important change in the capital of Rhone-Poulenc while maintaining French State control.
 The operations envisioned include the following:
 -- an offering by the French State of at least 6 million Ordinary Shares held by it, and
 -- exchange offers of Ordinary Shares for, respectively, Rhone-Poulenc's preferred investment certificates and Rhone-Poulenc's participating shares series A issued outside of France at exchange ratios of one Ordinary Share for one preferred investment certificate and one Ordinary Share for one participating share series A, respectively.
 Ten percent of the Shares offered will be reserved for the employees of Rhone-Poulenc.
 At the conclusion of these operations, the French State will continue to hold directly and indirectly a majority interest in the capital of the company. The company's board of directors will continue to be subject to the provisions of the law of July 26, 1983, a French law relating to nationalized companies requiring the board of directors to include directors elected directly by the employees.
 In conformity with existing legislation, the opinion of the Commission d'Evaluation des Entreprises Publiques (a government commission) is required on the economic terms of the operations.
 These operations will assist Rhone-Poulenc's future development by strengthening and simplifying the financial structure of Rhone-Poulenc, in particular through the capital increase resulting from the exchange offer for participating shares series A.
 Investors will thereafter have access to a unified and more liquid market for Rhone-Poulenc's Ordinary Shares. Rhone-Poulenc's Ordinary Shares will be traded worldwide on the largest stock exchanges.
 These operations are part of a program of asset sales by the French State in order to finance exceptional measures for employment and to reinforce the equity capital of French State owned entities through capital contributions.
 Such operations will take place in the next followings months, subject to market conditions.
 The offering by the French State and the exchange offers will be made only by means of a prospectus.
 -0- 10/29/92
 /CONTACT: Aisling Mullen of Rhone-Poulenc S.A., 33-1-47-68-09-79/ CO: Rhone-Poulenc; French Government ST: New Jersey IN: CHM SU: RCN


MP-MK -- PH011 -- 6491 10/29/92 10:36 EST
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Publication:PR Newswire
Date:Oct 29, 1992
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