Rhone-Poulenc Overseas Limited Announces Redemption of All Outstanding Cumulative Guaranteed Preference Shares, Series A

Rhone-Poulenc Overseas Limited Announces Redemption of All
Outstanding Cumulative Guaranteed Preference Shares, Series A 


NEW YORK, Oct. 15  /PRNewswire-FirstCall/ -- Rhone-Poulenc Overseas Limited
(NYSE:RPONYSE:PrA) (the "Company") announced today that, pursuant to a decision
of its Board of Directors dated October 7, 2004, and having received the
consent of Aventis, as guarantor, the Company will redeem all the outstanding
Cumulative Guaranteed Preference Shares, Series A of the Company (the "Series A
Shares") on November 19, 2004.  The CUSIP number for the Series A Shares is
G75495104.

Pursuant to the Company's Articles of Association, the Company will redeem the
Series A Shares at $25.00 per share, plus an amount of $0.2765 per share equal
to all accrued and unpaid dividends to November 19, 2004, for total redemption
proceeds of $25.2765 per share.

Pursuant to the Company's Articles of Association, before 12:00 noon, New York
City time on November 19, 2004, the Company will irrevocably deposit with the
Bank of New York, as paying agent, sufficient funds to pay the redemption
proceeds in respect of all the outstanding Series A Shares and will give the
Bank of New York irrevocable instructions and authority to pay the redemption
proceeds to the holders of the Series A Shares.  Accordingly, on November 19,
2004, all rights of holders of Series A Preference shares will cease, except
for the right to receive the redemption proceeds, without interest, and the
Series A Shares will cease to be outstanding and will be cancelled on the
Company's share register.  Dividends will cease to accrue on the Series A
Shares on November 19, 2004.

The Bank of New York is also the redemption agent.  To receive payment of the
redemption proceeds in respect of their Series A Shares, holders must present
and surrender their certificates representing the Series A Shares to the Bank
of New York, together with a properly completed and executed letter of
transmittal.  Delivery can be made to Bank of New York, Tender and Exchange
Department: by mail, at P.O. Box 11248, Church Station, New York, NY 10286-
1248, or by courier or by hand, at 101 Barclay Street, New York, NY 10286.
Against surrender of the certificates, free of adverse claims, payment will be
made by check as soon as practicable after the redemption date.  Payments may
be subject to applicable tax withholding.

A letter of transmittal, including instructions, and a redemption notice is
being given by mail to all holders of record of Series A Shares as of October
15, 2004.  Copies of the redemption notice and/or the letter of transmittal may
be requested free of charge from the Bank of New York by calling the toll-free
number 800-507-9357 (for U.S. residents) or by calling collect (call recipient
pays charges) to 941-906-4753 (for non-U.S. residents).

Rhone-Poulenc Overseas Limited is a wholly owned subsidiary of Aventis S.A.
(NYSE:AVE). Aventis S.A. is a subsidiary of Sanofi-Aventis (formerly known as
Sanofi-Synthelabo) (NYSE:SAN). 

DATASOURCE: Rhone-Poulenc Overseas Limited



CONTACT:  Investor Relations-U.S. - Felix Lauscher of Rhone-Poulenc

Overseas Limited, [phone], ; Global Media

Relations-U.S. - Patti Munzer of Aventis, [phone],

 



Web site:  http://www.aventis.com/ 

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