Successful first phase fundraising for Groupe Eurotunnel SA
- Issue of €800 million of SDES
- As a result of the success of the first phase, Groupe Eurotunnel SA will redeem more than half of the NRS II for an amount equivalent to €841 million, out of a total in principal of €1.616 billion*
- The group will thus be able to save approximately €35 million** in interest charges in a full year and reduce the number of shares to be issued by approximately 51 million***
Groupe Eurotunnel SA announces the total subscription of the issue of 800,000 subordinated deferred equity securities (SDES) with a nominal value of €1,000, launched on 21 February 2008, for an amount of €800 million. The placement was carried out by Citigroup Global Markets Limited, Lazard-Natixis and Lehman Brothers International (Europe).
The settlement date for the SDES will be on 6 March 2008, the day of their admission for listing on the regulated market of the Luxemburg Stock Exchange. They will not be tradable on the Euronext Paris market.
The purpose of this issue was to enable the cash redemption of a first tranche of the NRS II issued by Eurotunnel Group UK Plc (EGP) in June 2007 as part of the Safeguard Plan. On 25 March 2008 EGP will publish a notice addressed to the holders of NRS II relating to their early redemption. The redemption is expected to occur on 10 April 2008.
Given the favourable exchange rate for the euro against the pound**** and with a very limited additional financing from the group, 6.0 million NRS II will be redeemed, with a value in principal equivalent to €841 million*, which is significantly greater than the initial objective. This redemption will enable savings of €35 million in interest in a full year**.
In addition to these substantial savings on financial charges, the redemption of the NRS II has the effect of increasing the current shareholders’ proportionate share of the equity. Indeed, the maximum number of ordinary shares which will be issued upon redemption of the SDES, including those issued potentially, as a return payment of the remuneration on the SDES, will be no greater than 85,440,000 shares, representing approximately 51 million less shares than what would have been issued if the NRS II redeemed in advance in cash had reached maturity***.
Jacques Gounon, Chairman and Chief Executive of Eurotunnel, declared “The new Eurotunnel is now embarked on a clear and successful strategy. I thank the shareholders and investors who, in the midst of a markets crisis, have put their trust in Eurotunnel and enabled us to make another stride forward through the redemption of more than half of the NRS II.”
*140% of nominal value, based on an exchange rate of £1/€1.46635, the rate at which the NRS II were issued
**Excluding interest payable as a return on the SDES and on the basis of an exchange rate of £1/€1.4
***Not including shares potentially as part of the conditional additional return
****45% of NRS II were issued in pounds sterling
The prospectus related to this transaction is comprised of the prospectus prepared by Groupe Eurotunnel SA and Eurotunnel Group UK Plc which received visa nº 07-113 from the Autorité des marchés financiers on 4 April 2007 and a securities note including, in particular, as appendix 1 an update of the information contained in the 4 April 2007 prospectus pursuant to the provisions of Articles 212-24 and 212-25 of the General Regulations of the Autorité des marchés financiers the “Securities Note”). It was approved by visa n° 08 -032 dated 20 February 2008 from the Autorité des marchés financiers. This prospectus is available on the websites of the AMF (www.amf-france.org) and Groupe Eurotunnel SA (www.eurotunnel.com). Copies are also available free of charge at the registered office of Groupe Eurotunnel SA (19 boulevard Malesherbes – 75008 Paris) and from other establishments authorised to receive subscription orders.
The prospectus includes the interim consolidated accounts of Groupe Eurotunnel SA as at 31 October 2007 prepared for purposes of this transaction. Investors’ attention is drawn to the fact that following the transaction, Groupe Eurotunnel SA will no longer publish interim accounts as at 31 October. The prospectus also contains information on the estimated results at the end of December 2007 and forecasts for financial years 2008, 2009 and 2010.
A notice relating to the SDES was published in the Bulletin des annonces légales obligatoires N° 23 on 22 February 2008.
The distribution of this press release and the offer or sale of the SDES or the shares issued upon redemption of the SDES or in payment of a return on the SDES or, if appropriate, as a result of the holding by the SDES holders of their securities for three years 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.
The SDES, the shares issued upon redemption of the SDES or as payment of a return on the SDES or, as appropriate, as a result of the holding by the holders of SDES of their securities for three years may not 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 this press release in the United States, nor will there be any public offer for sale in the United States in connection with the SDES or the shares issued upon redemption of the SDES or as payment of the return on the SDES or, as appropriate, as a result of the holding by the holders of SDES of their securities for three years. This press release may not be distributed, directly or indirectly, in the United States. It does not constitute an offer for sale of SDES or underlying shares in the United States.