Launch of the early redemption of NRS I T3 from 4 to 17 November 2009
The Eurotunnel group proposes the early redemption, on a voluntary basis, of the NRS I Tranche 31 whose initial terms and conditions provided for a redemption on 28 July 2010.
The redemption proposal is being made in relation to all of the outstanding NRS I T3 i.e., on 30 September 2009, 2,776,553 NRS I T3 denominated in euros and 1,999,480 NRS I T3 denominated in sterling. This transaction is not subject to any minimum success threshold; all of the holders of NRS I T3 wishing to take up the proposal shall therefore take part.
This transaction is in line with the success of the early exercise of the share warrants last July. It enables the holders of NRS I T3 to receive at the end of November ordinary shares in GET SA carrying rights from 1 January 2009 in addition to the accrued coupon.
The advantages of this transaction are as follows:
- to reach, sooner than forecast, the final capital structure;
- to display a significant market capitalization;
- to foster a new relution of the current shareholders in the share capital;
- to save, in 2010, the financial costs in relation to the redeemed NRS I T3;
- to enable holders to have liquid securities .
Jacques Gounon, Chairman and Chief Executive of Groupe Eurotunnel SA, stated:
“Today, the financial strength of Groupe Eurotunnel SA and the intrinsic assets of the Channel Tunnel Concession enable us to further accelerate our forward motion. This early redemption of the NRS I T3, aims to complete the simplification of the capital structure and it benefits, first and foremost, all of our shareholders”.
Terms of the transaction
The Eurotunnel group today announces an early redemption proposal with respect to the NRS I T3, issued by Eurotunnel Group UK PLC (EGP) and redeemable in GET SA shares. This proposal consists of the delivery to those holders of NRS I T3 taking up the early redemption proposal of (i) 25 ordinary shares in GET SA for each NRS I T3 along with (ii) the payment in cash of an amount equal to the accrued coupon as at 24 November 2009 (inclusive). The redemption proposal will be open from 4 November 2009 to 17 November 2009 (inclusive). The NRS I T3 which are the subject of this early redemption proposal were issued by EGP on 28 June 2007 in the context of the financial restructuring of Eurotunnel.
Take up of the redemption proposal is at the sole discretion of each holders of the NRS I T3. Through this transaction, they will be able to benefit from a premium over the trading price of the NRS I T3 and a small discount on the theoretical value of the NRS I T3. The rights of holders of NRS I T3 who decide to retain them with a view to their redemption in ordinary shares in GET SA on 28 July 2010 will not be varied or amended. These latter shall receive, on 28 July 2010, in addition to the annual coupon, 26.02 ordinary shares in GET SA for each NRSI T3.
The redemption proposal is made to the holders of NRS I T3 denominated in both euros and sterling.
The early redemption of all of the outstanding NRS I T3 under this redemption proposal would result in the issue of 119.4 million new shares.
The terms of the transaction are set out in the schedule.
On this transaction, the Eurotunnel group was advised by Lazard, acting as financial adviser, and by the law firm Freshfields Bruckhaus Deringer LLP.
- ISIN code FR0010457044 for the tranche denominated in sterling and ISIN code FR0010457010 for the tranche denominated in euros.
This press release and the information contained herein do not constitute an offer to sell or subscribe, nor the solicitation of an order to purchase or subscribe, securities in the United States of America or in any other country. The securities referred to in this presentation have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the US Securities Act), and may not be offered or sold in the United States of America absent registration or an exemption from registration under the US Securities Act. EGP and GET SA do not intend to register the redemption proposal in the United States of America in whole or in part or to conduct a public offering of securities in the United States of America.