RNS Number:6613T
Eurotunnel PLC/Eurotunnel S.A.
23 March 2007
23 March 2007
Immediate release
New step in Safeguard Plan:
Exchange tender offer document filed with the AMF*
As part of the implementation of the Safeguard Plan approved by the Paris
Commercial Court on 15 January 2007, and in accordance with its terms,
Eurotunnel and Groupe Eurotunnel SA (GET SA), the new group holding company,
have carried out the necessary steps for an exchange tender offer to be launched
by GET SA for Eurotunnel Units (each Eurotunnel Unit comprising one share of
Eurotunnel PLC and one share of Eurotunnel SA) (the "Offer").
The Boards of Directors of the group companies unanimously approved the
provisions of the new long-term financing arrangements provided for in the
Safeguard Plan and authorised the signing of the relevant debt documents on 20
March 2007. The Boards also unanimously approved the terms of the Offer to be
launched by GET SA.
The Offer has been filed today with the AMF, following the filing of the
registration document relating to GET SA and its subsidiary Eurotunnel Group UK
PLC (EGP) with the AMF on 21 March 2007, with registration number i.07-021.
The terms of the Offer launched by GET SA and the related offer document are
subject to formal approval by the AMF before the opening of the Offer for
acceptances.
Unitholders tendering their Units to the Offer will receive for each Unit
tendered:
* one ordinary share of GET SA, and
* one warrant to subscribe for ordinary shares of GET SA.
The minimum acceptance condition for the Offer is set at 60%.
Holders of Eurotunnel Units who tender them to the Offer during the initial
offer period will have the right to subscribe in cash, and within certain
limits, for notes redeemable in ordinary shares of GET SA ("NRS"). The terms
under which this right can be exercised will be set out in the securities note,
to be approved by the AMF.
The AMF is expected to approve the Offer and the securities note, which together
with the registration document constitutes the prospectus relating to the issue
by GET SA of ordinary shares and warrants to subscribe for shares as part of the
Offer, and to the issue of the NRS to be issued by EGP as part of the Safeguard
Plan, on 3 April 2007, as set out in attached regulatory announcement. On this
basis, the Offer would open for acceptances on the day following publication of
the AMF's notice to that effect.
oooooooooooo
A summary of the terms of the offer document relating to the Offer is set out in
the attached regulatory announcement which is being published in accordance with
applicable market authority regulations.
The registration document filed on 21 March 2007 with the AMF under number
i.07-021, pursuant to articles L412-1 and L621-8 of the French Monetary and
Financial Code and to articles 211-1 to 216-1 of the AMF General Regulations and
in accordance with the decision of the Financial Services Authority (FSA) dated
20 March 2007 and the decision of the AMF dated 21 March 2007, can be viewed in
its French version on the AMF website (www.amf-france.org) and in both French
and English on the Groupe Eurotunnel SA website (www.groupe-eurotunnel.com).
*Autorite des marches financiers (French market regulator)
No 012/2007
For media enquiries contact The Press Office on + 44 (0) 1303 284491.
Email: press@eurotunnel.com
For investor enquiries contact Michael Schuller on + 44 (0) 1303 288 749.
Email: michael.schuller@eurotunnel.com
www.eurotunnel.com
Eurotunnel manages the infrastructure of the Channel Tunnel and operates
accompanied truck shuttle and passenger shuttle (car and coach) services between
Folkestone, UK and Calais, France. Eurotunnel also earns toll revenue from
train operators (Eurostar for rail passengers, and EWS and SNCF for rail
freight) which use the Tunnel. Eurotunnel is quoted in London, Paris and
Brussels.
Not for release, publication or distribution in or into the
United States of America, Canada, Australia or Japan
Groupe Eurotunnel SA
Offer for Units comprising
one share of
Eurotunnel SA
and one share of
Eurotunnel P.L.C.
23 March 2007
Groupe Eurotunnel SA ("GET SA") hereby announces that it has today filed the
terms of an offer (the "Offer") with the Autorite des marches financiers in
France (the "AMF") under which, subject to the approval of the AMF, GET SA will
offer to holders of Eurotunnel units (the "Units", each Unit comprising one
share of Eurotunnel SA ("ESA") and one share of Eurotunnel P.L.C. ("EPLC")) to
acquire all of the outstanding Units. The terms of the Offer are contained in an
offer document, a draft of which has been filed with the AMF today and is
available from the AMF and GET SA, and which will be published in final form
following approval by the AMF of the terms of the Offer.
The Offer will be made on the following basis: one ordinary class A share of GET
SA ("GET SA Ordinary Share") and one warrant to subscribe for GET SA Ordinary
Shares ("Warrant") for each Unit tendered to the Offer. The terms of the GET SA
Ordinary Shares are described in Annex I A, and the terms of the Warrants are
described in Annex I C, of the registration document relating to, among other
matters, the GET SA Ordinary Shares and Warrants which was filed with the AMF on
22 March 2007 under number i.07-021 (the "Registration Document").
Copies of the draft offer document (in English and French) and of the
Registration Document (and of an English translation of the Registration
Document) are available free of charge at the registered offices of Groupe
Eurotunnel SA - 19, Boulevard Malesherbes, 75008 Paris, of Eurotunnel SA, 19,
Boulevard Malesherbes, 75008 Paris and of Eurotunnel P.L.C. - UK Terminal,
Ashford Road, Folkestone, Kent, CT18 8XX, UK. The draft offer document and the
Registration Document can also be viewed on the websites of the AMF
(www.amf-france.org) and, in both English and French, of GET SA (www.groupe-
eurotunnel.com). This press release can also be viewed on the website of GET SA
(www.groupe-eurotunnel.com).
1. Background to the Offer
The Offer is being made, as provided for in the safeguard plan
approved by the Commercial Court of Paris on 15 January 2007 (the "Safeguard
Plan"), as part of the reorganisation of Eurotunnel and the restructuring of its
debt as described in Chapter 5 of the Registration Document (the
"Reorganisation"). The purpose of the Reorganisation is substantially to reduce
the amount of Eurotunnel's debt in order to enable Eurotunnel to continue its
business, ensure the stability of the group and its future development and
maintain the existing levels of employment within Eurotunnel. Further details of
the Reorganisation and the Safeguard Plan are set out in Chapter 5 of the
Registration Document.
If the Reorganisation is not completed, it is not certain that
Eurotunnel could continue as a going concern. In particular, Eurotunnel believes
that it would not be able to meet its payment obligations with respect to its
current debt. Eurotunnel has been subject to laws and regulations in France
relating to the protection of businesses in financial difficulties, and
accordingly failure of the Reorganisation would be very likely to result in the
exercise of the right of substitution contained in the Concession Agreement
entered into on 14 March 1986 pursuant to which France-Manche SA ("FM") and The
Channel Tunnel Group Limited ("CTG"), subsidiaries of respectively ESA and EPLC,
operate the fixed link across the Channel (which right of substitution is
described in Chapter 23 of the Registration Document) or in the insolvent
liquidation of the Eurotunnel companies.
The successful implementation of the Reorganisation depends on a
number of factors, some of which are not under the control of Eurotunnel, one of
which is the result of the Offer. The success of the Offer (as part of the
successful implementation of the Safeguard Plan) is therefore in the interests
of Eurotunnel and its various stakeholders, including the holders of Units
("Unitholders"), employees, suppliers and customers. Paragraphs 4.1 and 21.7.1
of the Registration Document describe, respectively, the risk factors and
litigation relating to the Safeguard Plan and the Reorganisation.
2. GET SA's intentions for the coming 12 months
2.1 Business and operations
The Reorganisation is required as a result of the difficulties,
mainly financial difficulties, faced by Eurotunnel. Consequently, implementation
of the Reorganisation will not result in changes to Eurotunnel's operations and
should not result in further changes to its business or its strategic plans.
Apart from certain support functions which are usually performed
by a group holding company, and which it is intended will be transferred to GET
SA, there is no intention to change the operating structure of the group or the
locations of Eurotunnel's places of business, or to redeploy any fixed assets of
the group as a result of implementation of the Reorganisation.
2.2 ESA and EPLC Recapitalisation Transactions and De-listing
In accordance with the Safeguard Plan, extraordinary general
meetings of the shareholders of ESA and shareholders of EPLC will be held after
the date on which the consideration due under the Offer will be issued to
Unitholders who have accepted the Offer (the "Settlement Date"). These meetings
will consider approving the issue of shares by ESA and EPLC to Eurotunnel Group
UK p.l.c. ("EGP"), a subsidiary of GET SA, to be effected by capitalising part
of the debt of Eurotunnel acquired by EGP on the Settlement Date under the terms
of the Reorganisation, and in respect of which ESA and EPLC will have agreed to
become direct debtors in place of FM and Eurotunnel Finance Limited ("EFL")
respectively (the "Recapitalisation Transactions of ESA and EPLC").
The amount of debt used for the Recapitalisation Transactions of
ESA and EPLC will be such as to: (i) comply with applicable laws; and (ii)
ensure that GET SA will hold, directly or indirectly through EGP, at least 95
per cent. of the share capital of each of ESA and EPLC, which will optimise the
future structure of the Eurotunnel group by enabling the creation of a new
French tax group. The nominal value per ESA share is also expected to be reduced
to 0.01 euro.
As part of the Recapitalisation Transactions of ESA and EPLC or
after they have been undertaken, Eurotunnel will also consider whether to carry
out any transactions for the purpose of simplifying the capital and corporate
structure of the group. As part of these transactions, GET SA may decide after
the Settlement Date to apply for the cancellation of the listing of the Units on
the Official List of the UK Listing Authority and of trading of the Units on the
London Stock Exchange, Eurolist by EuronextTM Brussels, and, as appropriate,
Eurolist by EuronextTM Paris, in accordance with applicable laws and
regulations.
In any case, it is intended that, if GET SA has by virtue of its
holdings and acceptances of the Offer acquired Units which carry at least 75 per
cent. of the voting rights attaching to the ordinary share capital of ESA and
EPLC, GET SA will procure the making of applications by ESA and EPLC both to the
London Stock Exchange for the cancellation of trading of the Units on the London
Stock Exchange's market for listed securities and to the UK Listing Authority
for cancellation of the listing of the Units on the Official List of the UK
Listing Authority.
In order to simplify the structure and the management of the
debt transferred to EGP as part of the Reorganisation described in Chapter 5 of
the Registration Document and which is not capitalised as part of the
Recapitalisation Transactions of ESA and EPLC, it is intended to amend the terms
of the debt. This debt will be repaid over time out of the operating cashflows
of the Eurotunnel group following implementation of the Reorganisation.
The attention of Unitholders is drawn to the consequences of the
Recapitalisation Transactions of ESA and EPLC which are described in paragraph
4.1 of the Registration Document ("Risks related to the implementation of the
Safeguard Plan").
2.3 Dividend policy
ESA and EPLC have never paid a dividend. The transfer to ESA and
EPLC of existing debt of FM and EFL, of which EGP will become the creditor, as
described in Chapter 5 of the Registration Document, and the requirement for ESA
and EPLC to service and repay this debt will have a long-term negative impact on
the ability of ESA and EPLC to pay dividends.
One of the objectives of the Reorganisation is to enable GET SA
to pay dividends to its shareholders in the future. However, as at the date of
this announcement, it is not possible to determine when GET SA will be in a
position to pay dividends.
2.4 Employees
In the light of redundancies made at the time of the operational
restructuring of Eurotunnel carried out in 2005, GET SA does not intend to make
any redundancies in connection with the implementation of the Reorganisation.
Accordingly, GET SA expects the existing levels of employment within the
Eurotunnel group to continue following implementation of the Reorganisation.
2.5 Share options
The Offer extends to any Units which are unconditionally
allotted or issued as a result of the exercise of options granted under the
Eurotunnel share schemes.
If the Offer is successful, GET SA will not be making any
separate proposals to holders of options under the Eurotunnel share schemes to
the extent that such options are not exercised in order to tender the underlying
Units to the Offer.
GET SA intends to convene a meeting of its shareholders
following the Settlement Date in order to propose a resolution authorising the
implementation of a share option scheme in relation to GET SA Ordinary Shares.
2.6 Consolidation of the GET SA Ordinary Shares
GET SA also intends to convene a meeting of its shareholders to
be held following the Settlement Date in order to propose a resolution approving
the consolidation of GET SA Ordinary Shares.
3. Indicative Timetable
The UK Panel on Takeovers and Mergers (the "Takeover Panel") has
agreed that the timetable relating to the Offer will be established by the AMF
in accordance with the provisions of article 231-31 of the General Regulations
of the AMF (the "AMF General Regulations"). The settlement of the consideration
due under the Offer will occur on one single date, being the completion date of
the Reorganisation in accordance with the provisions of the Safeguard Plan,
which is currently expected to occur before the end of June 2007.
The dates on which the Offer will open and close for acceptances
(including the dates between which the Offer will be reopened for acceptances if
it is successful after the initial acceptance period) will be published by the
AMF. In each case, GET SA will make an announcement of the relevant dates to a
UK Regulatory Information Service as soon as practicable and in any event no
later than 12 noon (London time) on the business day next following the
publication of such dates by the AMF. The relevant information will also be
published in the Belgian financial press. An indicative timetable for the Offer
is set out below:
Indicative Timetable
21 March 2007 Registration of the Registration Document with the AMF
23 March 2007 Announcement of the Offer and filing/publication of the draft offer document
3 April 2007 Approval of the terms of the Offer and the offer document (declaration de conformite) by the AMF
and approval (visa) of the securities note relating to the issue and listing of the GET SA Ordinary
Shares, Warrants and NRS (as defined below) by the AMF (the "Securities Note")
5 April 2007 Publication of the prospectus (comprising the Registration Document and the Securities Note) and of
the offer document
10 April 2007 Offer opens for acceptances for an initial acceptance period
15 May 2007 Offer closes for acceptances at the end of the initial acceptance period (the "Offer Closing Date")
25 May 2007 Offer Results Date, being the date on which the AMF publishes whether the Offer has been successful
after the initial acceptance period
28 May 2007 Offer opens for additional acceptances, if the Offer is successful
8 June 2007 Offer closes for additional acceptances
22 June 2007 Settlement Date
Unitholders should note that this timetable is indicative only. In particular,
the Offer Closing Date and subsequent dates may vary depending upon the
timetable established by the AMF.
4. Terms of the Offer and listings
The Offer will be made, on the terms and subject to the
conditions to be set out in the final offer document, on the following basis:
For each One GET SA Ordinary Share
Unit:................................................. and
One Warrant
The Offer will extend to all Units unconditionally allotted or
issued on the date of this announcement and any Units which are unconditionally
allotted or issued pursuant to the exercise of options under the Eurotunnel
share schemes before the Offer Closing Date and, if the Offer is successful
after the initial acceptance period, before the end of the period during which
the Offer is reopened for acceptances.. The total number of GET SA Ordinary
Shares and Warrants respectively that may be issued under the Offer is
2,582,824,991. Currently there are 22,500,000 GET SA Ordinary Shares and no
Warrants in issue.
Units will be acquired under the Offer fully paid and free from
all liens, equitable interests, charges, encumbrances, rights of pre-emption and
other third party rights of any nature whatsoever and together with all rights
attaching to them, including the right to receive and retain all dividends and
distributions (if any) declared, made or paid after the date of the offer
document.
Application has been made to Euronext Paris for the new GET SA
Ordinary Shares to be admitted to listing and trading on Eurolist by EuronextTM
Paris and application will be made to the UK Listing Authority and the London
Stock Exchange for the new GET SA Ordinary Shares to be admitted to a secondary
listing on the Official List of the UK Listing Authority and to trading on the
London Stock Exchange's market for listed securities. Application has also been
made to Euronext Paris for the Warrants to be admitted to listing on Eurolist by
EuronextTM Paris. It is expected that such admissions will take effect and that
dealings will commence in the new GET SA Ordinary Shares and Warrants on the
Settlement Date.
No application has been made to Euronext Brussels for the new
GET SA Ordinary Shares, or the Warrants, to be admitted to listing or trading on
Eurolist by EuronextTM Brussels.
5. Specific Rights
5.1 Subscription Rights
As part of the Reorganisation, EGP will issue notes redeemable
in GET SA Ordinary Shares ("NRS") to certain creditors of Eurotunnel as more
particularly described in Chapter 5 of the Registration Document. Unitholders
tendering their Units to the Offer during the initial acceptance period (i.e.
before the Offer Closing Date) will also have the right to subscribe for NRS, up
to a maximum aggregate nominal amount of #60 million. However, these
subscription rights do not form part of the consideration available under the
terms and conditions of the Offer and, accordingly, Unitholders tendering their
Units during the additional acceptance period will not be entitled to subscribe
for NRS.
5.2 Preferential travel tariffs
Unitholders should refer to paragraph 22.1.4 of the Registration
Document for details of Eurotunnel travel privileges available to GET SA
shareholders.
6. Conditions of the Offer
6.1 Acceptance condition
The Offer is subject to valid acceptances being received (and
not withdrawn prior to the Offer Closing Date) in respect of not less than 60
per cent. of the Units outstanding on the Offer Closing Date, including for this
purpose any such Units that are unconditionally allotted or issued before that
date pursuant to the exercise of any outstanding subscription rights.
No revision of the 60 per cent. acceptance condition is
currently envisaged. In any event, GET SA will not be entitled to reduce the
minimum acceptance threshold to less than 50 per cent. of the Units outstanding
on the Offer Closing Date (including for this purpose any such Units that are
unconditionally allotted or issued pursuant to the exercise of any outstanding
subscription rights) because (i) a 50 per cent. minimum acceptance condition is
required by the UK City Code on Takeovers and Mergers (the "Takeover Code") and
(ii) this threshold is necessary to ensure sufficient liquidity in the
securities issued to accepting Unitholders. In addition, the reduction of this
minimum acceptance condition would require the prior consent of the AMF.
If GET SA were able to reduce the acceptance threshold (subject
as provided above) it would only do so by making a filing with the AMF, no later
than five trading days before the Offer Closing Date, in which case it will make
an announcement to a UK Regulatory Information Service as soon as practicable
thereafter and in any event by no later than 12 noon (London time) on the next
business day. An announcement will also be published in the Belgian press.
The exercise by GET SA of this right to reduce the acceptance
threshold will not affect any previous or subsequent acceptance of the Offer,
and all such acceptances will be treated as acceptances of the Offer with such
reduced acceptance threshold.
6.2 Issue of GET SA Ordinary Shares and Warrants
The Offer is also subject to resolutions authorising the issue
of the GET SA Ordinary Shares and Warrants to be issued under the terms of the
Offer being duly passed at a meeting of the shareholders of GET SA.
For this purpose, on 20 March 2007, the board of directors of
GET SA, after having approved the Offer, convened a meeting of the shareholders
of GET SA to be held on 26 April 2007, being prior to the Settlement Date, in
order to consider and, if thought fit, pass resolutions authorising:
* the issue of up to 2,582,824,991 GET SA Ordinary Shares to
Unitholders who accept their Units to the Offer in part consideration for such
Units; and
* the issue of up to 4,696,045,438 Warrants, 55 per cent. of which will
be issued to Unitholders who accept their Units to the Offer in part
consideration for such Units and 45 per cent. of which will be issued to certain
creditors of Eurotunnel in accordance with the Safeguard Plan.
As the Offer is made pursuant to the implementation of the
Safeguard Plan and as the Safeguard Plan requires all the steps in relation to
creditors of Eurotunnel and Unitholders to occur simultaneously on the
Settlement Date, under the terms of the resolutions referred to above the issue
of the GET SA Ordinary Shares and Warrants to Unitholders under the Offer will
be subject to the board of directors of GET SA receiving a copy of a report from
the officials appointed by the Commercial Court of Paris to supervise the
implementation of the Safeguard Plan (the "Commissioners for the Execution of
the Plan") confirming that they have received confirmation that all aspects of
the Reorganisation required to be implemented before the Settlement Date in
accordance with the provisions of the Safeguard Plan have been completed
(including the draw down of cash under a new term loan entered into by GET SA in
connection with the Restructuring and the decisions authorising the issue of
securities). Immediately following such confirmation by the Commissioners for
the Execution of the Plan, the board of directors of GET SA will resolve to
issue, pursuant to the shareholder resolutions referred to above, the GET SA
Ordinary Shares and Warrants to be issued on the Settlement Date to Unitholders
who have accepted the Offer.
6.3 Withdrawal and lapse of the Offer
In accordance with article 232-11 of the AMF General
Regulations, GET SA may withdraw the Offer by no later than the Offer Closing
Date if it becomes without object (devient sans objet) or if either ESA or EPLC
adopts measures that modify their substance (en raison des mesures qu'elle a
prises, voit la consistance modifiee). However, in either case, GET SA will only
be entitled to withdraw the Offer with the prior consent of the AMF pursuant to
article 232-11 of the AMF General Regulations.
In the event of a competing offer for ESA and EPLC being
approved by the AMF, GET SA shall have the right to withdraw its Offer at any
time within the 5 trading days following the publication by the AMF of the
timetable for the competing offer.
6.4 Failure of the Reorganisation
If the directors of GET SA do not receive a copy of the report
from the Commissioners for the Execution of the Plan referred to in paragraph
6.2 above by no later than the business day prior to the Settlement Date, or if
the report does not confirm that the Commissioners for the Execution of the Plan
have received confirmation that all aspects of the Reorganisation required to be
implemented prior to the Settlement Date in accordance with the provisions of
the Safeguard Plan have been completed, then the board of directors of GET SA
will not, under the terms of the relevant shareholder resolutions, be authorised
to issue the GET SA Ordinary Shares and Warrants on the Settlement Date, and as
a result the Offer will lapse. Accordingly, the Offer will only become effective
if all steps necessary for the effective implementation of the transactions due
to take place on the Settlement Date in accordance with the terms of the
Safeguard Plan (including the funds being made available under the new term
loan) have been completed by no later than the business day prior to the
Settlement Date.
Unitholders should note that the Takeover Panel has agreed to
waive Rule 13 of the Takeover Code in respect of the Offer in the light of the
matters referred to in paragraph 6.3 above and this paragraph 6.4 and that,
accordingly, the Offer may lapse or be withdrawn by GET SA in circumstances that
would not normally be permitted under the provisions of the Takeover Code.
Likewise, the AMF have accepted that the condition relating to the issue of
shares may result in the lapse or withdrawal of the Offer in circumstances that
would not normally be permitted under the provisions of the AMF General
Regulations.
7. Securities held by related parties
As at the date of this announcement, the directors of GET SA and
their close relatives hold in aggregate 99,255 Units representing less than
0.005% of the Units in issue. They do not hold any options to subscribe for or
acquire Units.
As at the date of this announcement, GET SA, ESA, EPLC and their
subsidiaries do not hold any Units or shares of ESA or EPLC, other than
Eurotunnel Trustees Limited, a subsidiary of CTG, which holds 58,528 Units. The
Eurotunnel Employee Investment Fund holds 2,537,510 Units.
As of the date of this announcement, Natixis SA, which wholly
owns IXIS Corporate & Investment Bank (a presenting bank of the Offer in France
in accordance with the AMF General Regulations) holds 100,000 Units.
Save as set out above, neither GET SA, nor any of the directors
of GET SA, nor, so far as GET SA is aware, any person acting in concert with GET
SA has any interest in, or right to subscribe for, or has borrowed or lent
(save for any borrowed Units which have been either on-lent or sold) any Units,
nor does any such person have any short position or any arrangement in relation
to the Units. An "arrangement" includes any indemnity or option arrangement and
any agreement or any understanding, formal or informal, of whatever nature,
relating to the Units which may be an inducement to deal or refrain from dealing
in such securities.
8. Trading restrictions and dealing disclosure requirements
The trading restrictions and dealing disclosure requirements set
out in both the AMF General Regulations and the Takeover Code apply in respect
of the Offer. Unitholders should comply with both sets of restrictions and
requirements regardless of how they hold their Units or in which jurisdiction
they are located.
8.1 AMF General Regulations
Under article 231-7 of the AMF General Regulations, from the
date of this announcement until the Offer Closing Date, all dealings in respect
of Units must be executed on the regulated markets on which such Units are
admitted to trading. Accordingly, off-market dealings or dealings otherwise than
in the Units themselves are not permitted.
Under articles 232-18 and 232-19 of the AMF General Regulations,
from the date of this announcement until the Settlement Date, GET SA, ESA, EPLC
and their respective concert parties (as determined in accordance with the AMF
General Regulations) are prohibited from dealing in the Units or in GET SA
Ordinary Shares.
These trading restrictions also apply to the presenting banks of
the Offer in France and any financial adviser to GET SA, ESA or EPLC or any
other member of the Eurotunnel group, subject to an exception for dealings in
the securities concerned as part of any such person's arbitrage, market-making
or position-hedging activities carried out in the ordinary course of business
and to the extent that the staff, resources, objectives and responsibilities
involved or relating to such activities are separate from those involved in or
relating to the Offer.
Under articles 231-38 to 231-40 of the AMF General Regulations:
* members of the boards of directors of GET SA, ESA and EPLC;
* the presenting banks of the Offer in France and any financial adviser
of GET SA, ESA or EPLC;
* any person holding, directly or indirectly, 5 per cent. or more of
the Units; or
* any person acquiring, since the date of this announcement, Units
which take his holding to at least 0.5 per cent. of the total number of
outstanding Units (for as long as such person continues to hold 0.5 per cent. or
more of the Units),
is required to disclose to the AMF on a daily basis, following
the close of trading on Euronext, any dealings in Units or GET SA Ordinary
Shares carried out during that day, together with any other transactions entered
into having the effect of transferring, immediately or in the future, title to
any Units or GET SA Ordinary Shares held.
In addition, from the date of this announcement until the
Settlement Date, any person who increases his holding of Units by more than 2
per cent. and/or acquires Units which take his holding through a threshold of 5
per cent., 10 per cent., 15 per cent., 20 per cent., 25 per cent. or 30 per
cent. of the total number of outstanding Units is required to disclose his
intentions regarding the Offer.
8.2 Takeover Code
Under the provisions of Rule 8.3 of the Takeover Code, if any
person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or
more of any class of "relevant securities" of Eurotunnel, all "dealings" in any
"relevant securities" of Eurotunnel (including by means of an option in respect
of, or a derivative referenced to, any such "relevant securities") must be
publicly disclosed by no later than 3.30 p.m. (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which the Offer is declared successful, lapses
or is otherwise withdrawn or on which the "offer period" otherwise ends. If two
or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of
Eurotunnel, they will be deemed to be a single person for the purpose of Rule
8.3.
Under the provisions of Rule 8.1 of the Takeover Code, all
"dealings" in "relevant securities" of Eurotunnel, by GET SA, ESA, EPLC, or any
of their respective "associates", must be disclosed by no later than 12.00 noon
(London time) on the London business day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed, and the number of such
securities in issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes in the price
of securities. In particular, a person will be treated as having an "interest"
by virtue of the ownership or control of securities, or by virtue of any option
in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Takeover Code, which
can also be found on the Takeover Panel's website. If you are in any doubt as to
whether or not you are required to disclose a "dealing" under Rule 8, you should
consult the Takeover Panel.
9. Other Information
Unitholders should also refer to the Registration Document and,
when published, the Securities Note.
9.1 Analysis of dilution - Increase in shareholders' proportionate
share of the equity of GET SA
The Safeguard Plan provides for the creation of certain
financial instruments and mechanisms which will have either a dilutive or anti-
dilutive impact on GET SA shareholders. Unitholders are referred to the
Registration Document for further details. In particular, the increase in the
shareholders' proportionate share of the equity of GET SA resulting from the
redemption of one class of the NRS (the "NRS II") in cash depends on the method
used to finance the redemption.
As set out in paragraph 22.1.2(a) of the Registration Document,
the increase in the shareholders' proportionate share of the equity of GET SA
would, without taking into consideration the exercise of the Warrants and any
share capital increase, be very limited if the redemption of the NRS II in cash
were to be financed by available cash flow at the levels forecast in Chapter 14
of the Registration Document. This increase in the shareholders' proportionate
share of the equity of GET SA would remain limited (approximately 2% at the
lowest), without taking into consideration the exercise of the Warrants and any
share capital increase, if the redemption of the NRS II in cash were to be
financed by the additional authorised indebtedness up to 330 million euros
available to GET SA and would only become significant if the redemption of the
NRS II in cash were to be financed by the net proceeds of a share capital
increase (see in this respect paragraphs 22.1.2(b) and (d) of the Registration
Document).
9.2 Selected financial information
The tables below contain extracts of Eurotunnel's combined
balance sheets, income statements and cash flow statements for the financial
periods ended 31 December 2004, 31 December 2005 and 31 December 2006. The
combined accounts for 2005 and 2006 were prepared in accordance with
international accounting standards. The data relating to the 2004 combined
accounts, which were originally prepared in accordance with French accounting
standards, has been restated on the same basis for comparative purposes.
The purpose of the Pro Forma income statements is to show the
impact, over a whole year, of the new financing on the cost of the financial
debt. The other line items of the income statements have not been adjusted.
Summary of combined income statement 2004 - 2006
(in millions of euros) 2006 2005 2004 2006
Year ending 31 December Pro Forma
Exchange rate Euro/#........................................ 1.462 1.465 1.466 1.462
Revenue.................................................. 830 793 789 830(2)
Trading profit........................................... 326 230 193 326
Operating profit (loss).................................. 333 (2,301)(1) (350)(1) 333
Net cost of financing and debt service................... 487 490 493 280
Loss for the year........................................ (204) (2,808) (836) 3
(1)Including impairment of property, plant and equipment (2005:
2,490,250 Euro; 2004: 474,730 Euro)
2)The revenue including the impact of the guaranteed Minimum
Usage Charge of 95 million euros has not been restated.
Summary of combined balance sheet 2004 - 2006
(in millions of euros) 2006 2005 2004 2006
At 31 December At 31 December Pro Forma
Exchange rate Euro/#............................................ 1.489 1.459 1.418 1.489(1)
Total non-current assets..................................... 7,147 7,455 10,188 7,147
Total current assets......................................... 404 285 380 224
TOTAL ASSETS 7,551 7,740 10,568 7,371
Total equity................................................. (2,225) (2,032) 860 2,664
Total non-current liabilities................................ 27 9,172(3) 9,150 4,324
Total current liabilities(2)................................. 9,749 600 558 383
TOTAL EQUITY AND LIABILITIES 7,551 7,740 10,568 7,371
(1)In the Pro Forma accounts, debt is presented using the
exchange rate of the Safeguard Plan (1.46635 euro: #1). The difference between
this exchange rate and the exchange rate as at 31 December 2006 (1.489 euro: #1)
is recorded on an exchange adjustment account.
(2)The implementation of the Safeguard Plan requires the
restructuring of the current debt of Eurotunnel by way of a new loan agreement
being entered into for an amount of 4,164 million euros and the issue of NRS of
an amount of 1,870 million euros. Accordingly, medium to long term debt has been
reclassified as short term debt (current liabilities).
(3)Eurotunnel's debt as restructured in 1997 is presented in its
IFRS Financial Statements on the basis of historical cost. Therefore, the debt
of Eurotunnel is recorded in the opening IFRS balance sheet at its historical
value corresponding to the fair value as at the issue date. Subsequent movements
were accounted for according to the amortised cost method. This value represents
the fair value as set out in the IFRS. Eurotunnel did not have, at the date of
the restructuring in 1997, the necessary information as set out in IAS 39 that
could determine, if such was the case, a fair value different from the
historical value. Eurotunnel's debt is presented in the Safeguard Plan at its
contractual value.
Summary of consolidated cash flow 2004 - 2006
(in millions of euros) 2006 2005 2004 2006
Year ending 31 December 2006 financial
year Pro Forma
Exchange rate Euro/# 1.489 1.459 1.418 1,489
....................................................
Net cash inflow from operating activities........... 473 338 395 473
Net cash outflow from investing activities.......... (14) (23) (40) (14)
Net cash outflow from financing activities......... (353) (403) (400) (305)
INCREASE / (DECREASE) IN CASH IN YEAR 106 (88) (45) 159
10. Recommendations of the boards of GET SA, ESA and EPLC
10.1 Recommendation of the board of directors of GET SA
The board of directors GET SA met on 20 March 2007 under the
chairmanship of M. Jacques Gounon, and unanimously approved the filing of the
Offer with the AMF and the making of this announcement.
It also resolved to convene a general meeting of the
shareholders of GET SA to approve, in particular, the issue of the GET SA
Ordinary Shares and Warrants to Unitholders under the terms of the Offer as more
particularly described above.
All of the board members were present or represented.
10.2 Recommendation of the joint board of ESA and EPLC
The joint board of ESA and EPLC, comprised of the directors of
ESA and directors of EPLC (the "Joint Board"), met on 20 March 2007 under the
chairmanship of M. Jacques Gounon to consider the terms of the Offer and its
preliminary recommendation in relation to the Offer. All the board members were
present or represented.
The Joint Board adopted the following resolution:
The Joint Board noted in particular the fact that the Offer is
one of the elements of the Reorganisation, as provided for in the Safeguard
Plan, the purpose of which is substantially to reduce the amount of Eurotunnel's
current debt in order to enable Eurotunnel to continue its business, ensure the
stability of the group and its future development and maintain the existing
levels of employment within Eurotunnel.
If the Reorganisation is not completed, it is not certain that
Eurotunnel could continue as a going concern. In particular, Eurotunnel believes
that it would not be able to meet its payment obligations with respect to its
current debt. Eurotunnel has been subject to laws and regulations in France
relating to the protection of businesses in financial difficulties, and
accordingly failure of the Reorganisation would be very likely to result in the
exercise of the right of substitution contained in the Concession Agreement
(which is described in Chapter 23 of the Registration Document) or in the
insolvent liquidation of the Eurotunnel companies.
The successful implementation of the Reorganisation depends on a
number of factors, some of which are not under the control of Eurotunnel, one of
which is the result of the Offer. The success of the Offer (as part of the
successful implementation of the Safeguard Plan) is therefore in the interests
of Eurotunnel and its various stakeholders, including Unitholders, employees,
suppliers and customers."
The Joint Board agreed to hold a further meeting following
receipt of the advice to be obtained by it from Lehman Brothers International
(Europe), the adviser appointed pursuant to Rule 3 of the Takeover Code, and
details of its recommendation in the light of that advice will be set out in the
final offer document to be published in due course.
11. Applicable Regulations
As the shares of ESA and EPLC are stapled as Units and cannot be
transferred independently, the Offer is being structured as a single offer for
the Units, rather than two separate offers for the two respective parent
companies of Eurotunnel.
Since the Units comprise shares of both ESA and EPLC and are
admitted to trading on Eurolist by EuronextTM Paris and the London Stock
Exchange, the Offer, insofar as it relates to the shares of ESA, falls under the
jurisdiction of the AMF and, insofar as it relates to the shares of EPLC, falls
under the jurisdiction of the Takeover Code. Because of this dual jurisdiction
in respect of the Offer and in order to reconcile the differing requirements of
the AMF and the Takeover Code, and recognising that the Offer is part of a wider
financial restructuring of Eurotunnel carried out within the confines of the
Safeguard Plan and under the control of the Commercial Court of Paris, it has
been necessary for GET SA and ESA/EPLC to request a number of dispensations from
the AMF and the Takeover Panel in respect of the application of the AMF General
Regulations and of the Takeover Code to the Offer.
Accordingly, Unitholders should note that, due to the
dispensations granted by each regulator and although the Takeover Code and the
AMF General Regulations apply generally in respect of the Offer, a number of the
provisions of the Takeover Code and the AMF General Regulations either will not
apply in this case or will apply in a manner different to their usual
application in a typical French or UK takeover offer. Therefore, Unitholders
should read carefully the documentation published by GET SA and EGP in
connection with the Offer and the Reorganisation in deciding what action they
should take. If you are in any doubt about the Offer or the action you should
take, you are recommended to seek your own personal financial advice from your
stockbroker, bank manager, solicitor, accountant or other independent financial
adviser authorised under the Financial Services and Markets Act 2000 if you are
resident in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
The Units are also admitted to trading on Eurolist by EuronextTM
Brussels. As a result, a request will be filed with the Commission Bancaire,
Financiere et des Assurances, the Belgian market regulator authority, for
recognition of the offer document and the Registration Document pursuant to
article 6 of Directive 2004/25/EC of the European Parliament and of the Council
of 21 April 2004 relating to public offers and article 18, (S)1, c) of the
Belgian law of 16 June 2006 implementing Directive 2003/71/EC of 4 November
2003.
12. Contacts
Analysts and investors
Contact: Mr Michael Schuller
Telephone: + 44 (0) 1303 28 87 19
Email: michael.schuller@eurotunnel.com
Individual Shareholders
Telephone: + 33 (0)3 21 00 65 43
Email: info.actionnaires@eurotunnel.com
General Questions
Email: CommunicationInternet@eurotunnel.com
13. Important Notice
This announcement is not a prospectus and does not amount to an
offer of, or an invitation to subscribe for, any securities. Any decision to
accept the Offer, or exercise the subscription right for NRS, should only be
taken on the basis of the prospectus, comprising the Registration Document and
the Securities Note, and the final offer document, when published. The offer
document and the prospectus in relation to the GET SA Ordinary Shares, Warrants
and NRS are expected to be published in final form on or around 5 April 2007 and
will be available, free of charge, from GET SA's website (www.groupe-
eurotunnel.com) or from the registered offices of GET SA - 19, Boulevard
Malesherbes, 75008 Paris, of Eurotunnel SA, 19, Boulevard Malesherbes, 75008
Paris and of Eurotunnel P.L.C. - UK Terminal, Ashford Road, Folkestone, Kent,
CT18 8XX, UK.
The making of the Offer in, or to persons resident in, or to
nationals or citizens of, jurisdictions outside France, the United Kingdom or
Belgium or to nominees of, or custodians or trustees for, citizens or nationals
of other countries ("Overseas Unitholders") may be affected by the laws of the
relevant jurisdictions. Overseas Unitholders should inform themselves about and
observe any applicable legal requirements. It is the responsibility of any
Overseas Unitholder wishing to accept the Offer to satisfy himself as to the
full observance of the laws and regulatory requirements of the relevant
jurisdiction in connection with the Offer, including obtaining any governmental,
exchange control or other consents which may be required, or compliance with
other necessary formalities needing to be observed and payment of any issue,
transfer or other taxes or duties due in such jurisdiction. Any such Overseas
Unitholder will be responsible for any such issue, transfer or other taxes or
other payments by whomsoever payable and GET SA, ESA and EPLC (and any person
acting on behalf of any of them) shall be fully indemnified and held harmless by
such Unitholder for any such issue, transfer or other taxes or duties as GET SA,
ESA or EPLC (or any person acting on behalf of any of them) may be required to
pay.
The Offer is not being, and it is not currently intended that
the Offer will be, made, directly or indirectly, in or into, or by use of the
mails or any means or instrumentality (including, without limitation, facsimile
transmission, telephone and internet) of interstate or foreign commerce of, or
any facilities of a national securities exchange of, the United States, Canada,
Australia or Japan, and it is not currently intended that the Offer will be
capable of acceptance by any such use, means, instrumentality or facilities or
from within the United States, Canada, Australia or Japan. Accordingly, copies
of this announcement are not being, and must not be, mailed or otherwise
forwarded, distributed or sent in or into or from the United States, Canada,
Australia or Japan and persons receiving this announcement (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send it into or from the United States, Canada, Australia or
Japan. Doing so may render invalid any purported acceptance. However, GET SA
reserves the right to extend the Offer into the United States, Canada, Australia
and/or Japan, subject to compliance with relevant regulatory requirements.
The GET SA Ordinary Shares, Warrants and the CREST depositary
interests representing GET SA Ordinary Shares or Warrants ("CDIs") to be issued
pursuant to the Offer have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act"), nor under any laws
of any state of the United States, and may not be offered, sold, resold, or
delivered, directly or indirectly, in or into the United States (or to, or for
the account or benefit of, US Persons, within the meaning of Regulation S under
the US Securities Act), except pursuant to an exemption from the registration
requirements of the US Securities Act and the applicable state securities laws.
In addition, no prospectus in relation to the GET SA Ordinary Shares, Warrants
or CDIs has been, or will be, lodged with the Australian Securities and
Investments Commission and no steps have been taken to enable GET SA Ordinary
Shares, Warrants or CDIs to be offered in compliance with the applicable
securities laws of Canada, Australia or Japan. Consequently, subject to certain
limitations and exceptions, the GET SA Ordinary Shares, the Warrants and the
CDIs are not being offered or sold, directly or indirectly, in or into Canada,
Australia or Japan (or to any residents thereof) or any other jurisdiction (or
to residents in that jurisdiction), if to do so would constitute a violation of
the relevant laws in such jurisdiction. However, GET SA reserves the right to
take relevant steps to enable such securities to be offered in compliance with
the applicable securities laws of the United States, Canada, Australia and/or
Japan. This announcement does not constitute an offer to sell or the
solicitation of an offer to buy any securities in the United States, Canada,
Australia, Japan or in any other jurisdiction in which such an offer or
solicitation would be unlawful.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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