AMF confirms compliance of simplified exchange tender offer for warrants to subscribe for shares of Groupe Eurotunnel SA
At its meeting of 23 June 2009, the AMF confirmed that the simplified exchange tender offer for warrants to subscribe for shares1 of Groupe Eurotunnel SA issued by Groupe Eurotunnel SA on 28 June 2007 is compliant with applicable laws and regulations.
This decision involves approval on 23 June 2009 of the offer document relating to this offer under no.
The offer document together with the reference document of Groupe Eurotunnel SA registered by the AMF on 16 April 2009 under no. R.09-0018 are available on the website of the AMF www.amf-france.org and that of Groupe Eurotunnel SA www.eurotunnel.com.
The terms of the offer are as follows:
- The offer will be open between 25 June and 15 July 2009 included;
- The proposed exchange ratio is 35 warrants to subscribe for shares for one GET SA share2, taking into account the cash payment of the nominal value of the shares to be issued, being €0.40 per share, by Lazard Frères Banque for and on behalf of warrant holders tendering their warrants to the exchange offer;
- Settlement of the offer and first listing of the ordinary shares issued as part of this offer will take place on 27-28 July 2009;
- The new shares will be entitled to dividend from 1 January 20093.
Warrant holders are advised that this offer represents an opportunity to exchange warrants for new shares two years ahead of the date initially envisaged.
The company does not intend to make any other offer for the warrants before their maturity. Holders who do not tender their warrants to the offer will remain able to exercise them, as initially envisaged, in 2011.
The board of directors unanimously resolved to recommend that holders tender their warrants to the simplified exchange tender offer.
Lazard acts as a financial adviser to Groupe Eurotunnel in this offer.
Lazard Frères Banque acts on behalf of Groupe Eurotunnel SA and is the presenting bank for this exchange tender offer.
Nomura acts as capital markets advisor for Groupe Eurotunnel SA.
The offer document is available free of charge, in French and in English, at the registered office of Groupe Eurotunnel SA as well as at the registered office of Lazard Frères Banque - 121, boulevard Haussmann, 75008 Paris.
- Warrants to subscribe for shares (ISIN code FR0010452441) issued by the company in 2007, securities note approved by the AMF on 4 April 2007 under no. 07-113.
- Offer determined on the basis of a theoretical exchange ratio of 1 ordinary GET share to be issued in exchange for 31.5 Warrants and payment of €0.40 being the nominal value of the share to be issued in exchange for this tender.
- These new shares do not entitle their holders to the dividend being paid on 15 July 2009 in respect of the 2008 financial year.
Groupe Eurotunnel SA draws the attention of the public to the risk factors set out in the 2008 Reference Document. The offer is subject to legal restrictions outside of France. The offer will be made in the United Kingdom as soon as the prospectus has been passported. Confirmation of date to follow shortly.