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RHONE-POULENC HOLDS GENERAL SHAREHOLDER MEETINGS TODAY

 PARIS, Dec. 16 /PRNewswire/ -- As part of the proposal previously announced by the French State to modify the capital structure of Rhone- Poulenc, the French State said it expects to make an offer to exchange ordinary shares "A" for all of the outstanding preferred investment certificates (PICs) on the basis of one ordinary share "A" for one PIC.
 At the end of this exchanger offer, the French State will end up holding preferred shares "B" because, under French law, the joining of the PICs received by the French State with the voting rights certificates currently held by the French State results in the automatic re-creation of preferred shares "B."
 In an agreement signed with Rhone-Poulenc, the French State has agreed to renounce its preferred dividend right attached to each preferred share "B" which it holds after completion of the exchange offer, in exchange for a credit of FF60 per preferred share "B," the agreed value of the renounced preferred dividend right. The "Commissaire aux Avantage Particuliers," an independent expert designated by the Tribunal de Commerce de Nanterre, has evaluated the value of the preferred dividend right at between FF55 and FF68. The agreement further provides that the French State will subscribe to a capital increase of ordinary shares "A" reserved exclusively for the French State in which the purchase price for these ordinary shares "A" will be offset against the total credit owing by Rhone-Poulenc to the French State for the renunciation of the preferred dividend rights.
 At a special general meeting held today, holders of ordinary shares "A" authorized the board of directors of Rhone-Poulenc S.A. to proceed with the capital increase allowing the French State to be paid for its definitive renunciation of the preferred dividend right attached to the preferred shares "B." This capital increase will be carried out at the same price that is established for the French government's proposed public offering of ordinary shares "A" previously announced.
 During the meeting, PIC shareholders decided to waive their preferential subscription right to subscribe to new PICs, which could have been issued in connection with the capital increase reserved for the French State in order to maintain the existing ratio of PICs to ordinary shares "A" in Rhone-Poulenc's capital. This potential capital increase in PICs would have been contrary to Rhone-Poulenc's objective of simplifying its capital structure through the exchange offers.
 /delval/
 -0- 12/16/92
 /CONTACT: Kathleen S. Manning, 908-821-3417, or Arvind Sood (financial), 908-821-3487, both of Rhone-Poulenc/


CO: Rhone-Poulenc ST: New Jersey IN: MTC SU: SRP

CC-LJ -- PH011 -- 7810 12/16/92 14:46 EST
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Publication:PR Newswire
Date:Dec 16, 1992
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