11/06/2009 - Simplified Exchange Tender Offer for Groupe Eurotunnel SA warrants filed with the AMF ¹ for approval

On 10 June 2009, Groupe Eurotunnel SA filed a draft Simplified Exchange Tender Offer with the AMF through Lazard Frères Banque in respect of Groupe Eurotunnel SA²  warrants in order to grant warrant holders the possibility of benefiting from the Group’s turnaround and becoming shareholders in the Group without having to wait until 2011³ .

The terms of the draft Simplified Exchange Tender Offer and the related offer document are subject to the approval of the AMF before the offer can be opened for acceptances. Once this approval has been obtained, Groupe Eurotunnel will communicate the practical details of the transaction.

On the basis of a price of 4.00 euros⁴  per Groupe Eurotunnel share, the proposed exchange ratio is one Groupe Eurotunnel share for 35 warrants, without the warrant holders having to pay the nominal value of €0.40 per Groupe Eurotunnel share in cash.

In order to avoid warrant holders having to finance the payment of the nominal value of €0.40 per Groupe Eurotunnel share to be issued pursuant to the terms of the offer, Lazard Frères Banque will pay the nominal value of such Groupe Eurotunnel shares on behalf of the warrant holders tendering their warrants to the offer on the terms set out in the draft offer document relating to this offer.

The offer will be made to holders of warrants to exchange their warrants for Groupe Eurotunnel shares in advance of 2011 on a voluntary basis. Holders who do not take advantage of this opportunity will retain the ability to exercise their warrants, as initially planned, in July 2011.

The draft offer document relating to the offer and detailing, inter alia, the offer assessment factors and the presentation of the offer, is available on the internet sites of the AMF (www.AMF-france.org) and, along with an English translation, on the internet site of Groupe Eurotunnel SA (www.eurotunnel.com).

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 ¹AMF: Autorité des marchés financiers (Financial Markets Authority)
 ²Warrants to subscribe for shares (code ISIN FR0010452441) issued by the Group in 2007, prospectus visa
07-113 of 4 April 2007.
 ³As a consequence of the results achieved since the Group restructuring, Groupe Eurotunnel SA announced on 8 April 2009 that it had already reached the financial objectives which would allow the conversion of the warrants in 2011 in their maximum conditions.
⁴Calculated by reference to the volume weighted average price per share over the 10 previous trading days, adjusted to exclude the 2008 dividend.
 

This press release does not contain or constitute an offer of, or the solicitation of an offer to the public, securities to any person in Australia, Canada, Japan or the United States of America or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered in the United States of America absent registration under the US Securities Act of 1933, as amended (the “Securities Act”) or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.  Subject to certain exceptions, the securities referred to herein may not be offered in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.  The offer of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan.  There will be no public offer of the securities in the United States of America.


 

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Information published on 11 June 2009