The combined general meeting of Groupe Eurotunnel SA is to be held Wednesday 26th May 2010 at Salle Calquella, Chemin Rouge Cambre, 62231 COQUELLES.
The notice of meeting published in the French Bulletin des Annonces Légales et Obligatoires (BALO) on 5 May 2010 (under the reference bulletin 54 notice 1001854) includes the agenda for the meeting as well as the proposed resolutions to be submitted by the board to shareholders as well as the procedures for voting.
The notice of meeting is available on the internet site www.eurotunnel as well as the consolidated group's accounts and the 2009 Reference Document registered with the AMF (Autorité des marchés financiers) on 6 May 2010 under number R.10-034. The documents for the combined shareholders meeting have been made available to shareholders according to current legislation.
Issue by Groupe Eurotunnel SA (GET SA or the Company) of 450,000 new ordinary shares as consideration for the cross-border merger, by way of absorption, of TNU PLC, a company incorporated under the laws of England and Wales, into GET SA (the Merger).
This press release has been prepared in accordance with article 12 of AMF Instruction N° 2005-11 dated 13th December 2005
On 9 April 2010, the boards of directors of GET SA and TNU PLC, a company incorporated under the laws of England and Wales, authorised the signature of the draft terms of merger relating to the Merger (the Draft Terms of Merger).
The Merger is subject to approval at the shareholders meetings of TNU PLC and GET SA due to be held on 26 May 2010 and at the end of September 2010 respectively.
The Merger will take place once the sale by TNU PLC to The Channel Tunnel Group Limited, the British concessionaire of the Channel Tunnel within the Eurotunnel group (the Group), of TNU PLC’s stake in Eurotunnel Services GIE (ESGIE), equal to 5% of the shares in ESGIE, has been completed.
In accordance with the Draft Terms of Merger dated 9 April 2010 and entered into between the Company and TNU PLC, the Merger will be made on the basis of an exchange ratio of 0.002537
GET SA ordinary share for 1 TNU PLC share (i.e., an exchange parity of 394 TNU PLC shares for 1 GET SA ordinary share).
The intrinsic value of TNU PLC was calculated according to the adjusted net asset value method. The main items that formed the basis for determining the adjusted net asset value of TNU PLC are the Pro Forma Accounts of TNU PLC on 31 March 2010 as defined below.
The intrinsic value of GET SA was calculated according to (i) the adjusted net asset value method, which was determined on the basis of (x) the Pro Forma Accounts of GET SA on 31 March 2010 as defined below and (y) the most recent business plan prepared by the board of directors and (ii) the average trading price of the GET SA ordinary shares on NYSE-Euronext Paris over a period of the 3 months ended 31 March 2010.
Mr. Jean-Pierre Colle and Mr. Thierry Bellot, appointed as merger appraisers pursuant to an order of the President of the Paris commercial court dated 18 March 2010, have indicated that they consider the merger ratio (of 0.002537 GET SA ordinary share for 1 TNU PLC share, leading to the issue of 1 GET SA ordinary share for 394 TNU PLC shares) to be fair.
Shareholders of TNU PLC holding an insufficient number of TNU PLC shares to obtain a whole number of GET SA shares will, if they so wish, have to buy or sell the relevant number of TNU PLC shares for this purpose on the delisted securities compartment of NYSE-Euronext Paris.
In accordance with the provisions of article L. 228-6-1 of the French commercial code, upon the decision of GET SA’s board of directors with power of subdelegation to the managing director, GET SA will be authorised to sell the GET SA ordinary shares corresponding to fractional entitlements. The net sale proceeds will be made available to the relevant TNU PLC shareholders, on a pro rata basis by reference to the number of TNU PLC shares not exchanged in the Merger that they hold, in accordance with applicable laws and regulations.
The Merger will result in the issue of 450,000 new GET SA ordinary shares in exchange for 177,299,763 TNU PLC shares, representing 0.68% of the share capital of TNU PLC held by minority shareholders, GET SA having waived its entitlement to receive new shares in respect of its shareholding in TNU PLC. The GET SA ordinary shares issued in connection with the Merger will be entitled to dividends with effect from 1 January 2010 and will not be entitled to the dividend paid by GET SA in respect of the financial year ended on 31 December 2009.
Admission of the new GET SA ordinary shares to settlement operations of Euroclear France, under ISIN code FR 0010533075, will be requested.