Share capital increase of Groupe Eurotunnel SA (GET SA) : New success: Private Placement over-subscribed within several hours
- Private placement share price: EUR 10 per new share.
- Unexercised share subscription warrants (Bons de Souscription d’Actions – BSA) repurchase price: EUR 2.1875 per BSA.
Jacques Gounon, Chairman and Chief Executive of Groupe Eurotunnel SA, stated:
“Following the success of the public placement, the significant over -subscription of the private placement confirms the keen interest of investors in the new Eurotunnel.”
The private placement of 31,367,392 new shares (resulting from unexercised BSAs) in the context of the share capital increase intended for the early redemption in cash of the outstanding NRS II, opened on 28 May 2008, was closed in advance on the same date, due to the institutional investors’ positive reception of the transaction. The order book was covered and over-subscribed in only several hours.
The private placement share price was set at EUR 10 per new share.
This placement was managed by a banking syndicate composed of ABN AMRO, HSBC, LAZARD-NATIXIS, LEHMAN BROTHERS and UBS Investment Bank.
As a result, the price for the repurchase by Groupe Eurotunnel SA on behalf of the underwriters of unexercised BSAs amounts to EUR 2.1875 per BSA. The repurchase price will be paid by 5 June 2008 at the latest to the relevant financial intermediaries for the account of the holders of such BSAs.
The issuance and the listing of the new ordinary shares of Groupe Eurotunnel SA resulting from the exercise of the BSAs are expected to occur on 4 June 2008.
NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR ITALY
The prospectus relating to this transaction, comprised of the Groupe Eurotunnel SA reference document registered by the French market authority (Autorité des marches financiers) on 15 April 2008 under number R.08-024, the update to the Groupe Eurotunnel SA reference document filed with the Autorité des marches financiers on 28 April 2008 under number D.08-242-A01 and the securities note containing a summary of the prospectus, was approved by the Autorité des marchés financiers under number n° 08-077 on 28 April 2008. It is available on the websites of the Autorité des marchés financiers (in French) (www.amf-france.org) and of Groupe Eurotunnel (www.eurotunnel.com) as well as at the registered office of Groupe Eurotunnel, 19 boulevard Malesherbes 75008 Paris, France. The public is advised to consider in particular the “Risk Factor” sections of the prospectus.
A notice relating to the free allocation of BSAs was published in the French Bulletin des Annonces Légales Obligatoires on 30 April 2008.
The distribution of this press release and the offer or sale of the BSAs or the shares issued upon exercise of the BSAs or, if appropriate, as a result of the holding of the shares until 6 March 2011 may be subject to specific regulations in certain countries. Persons in possession of this press release should inform themselves of possible local restrictions and ensure compliance with them. This press release may not be distributed and may not constitute an offer to subscribe for shares in countries in which such an offer would not comply with applicable law, and, in particular, may not be transferred to or distributed in the United States, Canada, or Italy.
With respect to the United-Kingdom, this announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase. Any purchase of securities of GET SA should only be made on the basis of the information contained in the formal prospectus published in connection with the Offer (the Prospectus) and any supplement or amendment thereto.
Neither the BSAs nor the shares issued upon exercise of the BSAs or, if appropriate, as a result of the holding of such shares until 6 March 2011 may be offered or sold in the United States (as such term is defined in Regulation S of the U.S. Securities Act of 1933, as amended) in the absence of registration or exemption from registration under the U.S. Securities Act of 1933, as amended. There will be no registration of all or part of the offer mentioned in the press release in the United States, nor will there be any public offer for sale in the United States in connection with the BSAs or the shares issued upon exercise of the BSAs or as a result of the holding of such shares until 6 March 2011. This press release may not be distributed, directly or indirectly, in the United States. It does not constitute an offer for sale of BSAs or underlying shares in the United States.