| 1 - What does a share consolidation entail?
A share consolidation consists in a reduction of the number of shares in issue without amending the authorised share capital of the issuer. In practice, it is equivalent to exchanging a certain number of existing shares for a new share. It does not affect the percentage of capital held by any shareholder.
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| 2 - Why consolidate the shares in Groupe Eurotunnel SA?
Groupe Eurotunnel SA wishes to consolidate its shares in order to have a market share price more in line with market practice and to reduce the volatility in the share price which is prejudicial. The consolidation will enable to leave the penny-stock status behind; such status being highly speculative and generally destructing enterprise value.
This type of operation has been implemented by other companies such as Rhodia, Alstom, Scor or Léon de Bruxelles.
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| 3 - How was the consolidation ratio of 1:40 chosen?
In accordance with the Safeguard Plan ratified by the Paris Commercial Court on 15 January 2007, Groupe Eurotunnel SA will grant one new share for every 40 existing GETSA shares.
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| 4 - Why was it not done earlier?
As agreed with the court-appointed officials responsible for the implementation of the Safeguard Plan (Commissaires à l’Exécution), the ratio of exchange for the Tender Offer – a crucial operation for the survival of the Group and which had to be as straightforward as possible - was fixed at one share (or Share CDI) and one warrant (or Warrant CDI) for every one Unit tendered. It was agreed to proceed with the share consolidation at a later date. Now that the Group has been saved, we can work on building shareholder value.
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| 5 - When will the consolidation period start?
The consolidation will start on 12 November 2007, as indicated in the announcement on 3 October 2007, as well as in a legal notice no. 0715361 published on 10 October 2007 in the Bulletin des Annonces Légales Obligatoires (French Gazette).
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| 6 - Is the consolidation an automatic process?
Yes, the consolidation is carried out automatically in respect of multiples of 40: each shareholder will automatically receive, through their usual financial intermediary, a new share for each bloc of 40 existing GETSA shares held. If his holding does not constitute a multiple of 40, a shareholder should take the appropriate decision in consultation with his financial intermediary.
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| 7 - What is a fraction?
Fractions correspond to the number of shares held by a shareholder which does not form a multiple of 40 and cannot therefore be exchanged for a new share.
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| 8 - When will the consolidated share be listed?
The new consolidated share will be listed from 12 November 2007 on Eurolist by Euronext Paris and on the London Stock Exchange.
From that date and in order to facilitate the management of fractional share entitlement, the GETSA shares which cannot be consolidated will be listed for a period of 6 months on Euronext (as a stock to be delisted) until 12 May 2008.
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| 9 - Will the new shares have a new ISIN code? A new ticker code?
As from 12 November: the consolidated share will be listed on Eurolist compartment B of Euronext Paris under ISIN FR0010533075 code GET and on the London Stock Exchange. For the existing shares which are not consolidated, the ISIN will be FR0010452433 and the code GETNR on Euronext only.
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| 10 - Practically, how does the consolidation work ?
From 12 Novembre, your usual financial intermediary will automatically consolidate your holding to up to the nearest multiple of 40.
Option 1: you currently hold a number of shares which is an exact multiple of 40 (for example, 1240 exisitng shares will be consolidated into 31 new shares): no action needs to be taken by you.
Option 2: your holding does not constitute an exact multiple of 40. As of now, you may simplify the process by purchasing the number of shares you need to round up your holding to the next multiple of 40 or to sell the surplus shares to round down to the nearest multiple of 40, so that on 12 November, your entire holding can be consolidated.
Option 3: You hold Crest Depository Interests (“Share CDI”) each representing one share. The process is identical except for the CDI which do not form an exact multiple of 40 for which you can round up or down your holding only before 12 November 2007.
Please ensure that any purchase instructions you may give clearly relate to GET SA and not to TNU. Before giving any such instructions consider your total holding however it may be held (bearer/registered, several accounts).
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| 11 - What is the procedure to be followed where Groupe Eurotunnel SA shares are held in bearer form? What about in registered form?
There is no specific procedure regardless of the manner in which the shares are held; the operation goes ahead in the same way.
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| 12 - What if the number of shares held by a shareholder is not a multiple of 40?
Shareholders who wish to be allocated the nearest whole number of new shares in excess of the fraction to which they are otherwise entitled should purchase the difference on the market. Those who do not wish to round up their holding should dispose of any fractional entitlement (i.e. a maximum of 39 old shares). In order to facilitate the way fractions are dealt with, Groupe Eurotunnel SA has requested that Euronext Paris keep the old shares listed for a period of 6 months. They will be transferred from 12 November 2007 to a special compartment of Euronext Paris for stock which is to be delisted where they can carry on being traded until 12 May 2008.
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| 13 - What is the impact of the consolidation on the warrants (warrants CDI) and the NRS?
The warrants (and warrant CDI) and the NRS are not consolidated but the entitlement of their holder will be adjusted in consequence in the way indicated in the Securities Note which received approval of the French market authority on 4 April 2007 under no. 07-113.The terms of the adjustment to the exercise ratio of the warrants and the conversion ratio of the NRS were published in the Bulletin des Annonces Légales Obligatoires (French Gazette) on 10 October 2007. A copy of that notice can be found on our website.
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| 14 - What is the impact of the consolidation on Crest Depository Interests (CDI) holders?
CDIs are not shares in Groupe Eurotunnel SA but instruments representing an entitlement to shares (or warrants as the case may be); the shares and warrants are actually held by CrestCo.
CDIs in issue will be consolidated on the same basis as the shares they represent i.e. 1 new share CDI will replace 40 existing share CDIs.
As for shares, where the number of CDI held is not an exact multiple of 40, holders may purchase the difference on the market. Those who do not wish to round up their holding should dispose of any fractional entitlement.
IMPORTANT NOTE: The legal process applicable to fractions of shares in Groupe Eurotunnel SA set does not apply to CDIs. CDI holders should therefore consider rounding up/down their holding to a multiple of 40 before 12 November 2007.
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| 15 - What costs are associated with this operation?
The consolidation does not give rise to any costs if your current holding constitutes an exact multiple of 40. If that is not the case, any costs that may be incurred relate to the contractual relationship between a shareholder and their intermediary. The costs associated with the purchase of additional existing share to round up a holding or the sale of such fraction will be borne by shareholders. Shareholders are reminded to consider the costs associated with the management of their account where the consolidated holding may be small and to make their own investment decision accordingly.
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| 16 - What will happen to shareholders who have failed to deal with their fractional entitlement before the delisting of the old shares?
Shareholders benefit from a two-year period from the start of the consolidation process, to round up their fractional entitlement to a multiple of 40. If they are unable to do so on the market within 6 months of the effective start date of the consolidation, the factions will remain tradable privately, which will make transactions more difficult.
Please note this does not apply to share CDIs – see Q.14 above.
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| 17- What will happen to the shares which have not been consolidated in the two-year period?
Until 12 November 2009, BNP Paribas Securities Services will be able to process any request for consolidation for new shares. On 12 November 2009, the consolidated shares for which no such demand has been received will be sold on the market and the net proceeds of sale will be held for a period of 10 years in a blocked account open with BNP Paribas Securities Services. The decision to proceed with such sale will be notified. At the end of the said 10-year period, the net proceeds will be transferred to the Caisse Des Dépots et Consignations for a further 20 years. Please note this does not apply to share CDIs – see Q.14 above.
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| 18 - Does the consolidation affect the nominal value of the Groupe Eurotunnel SA share?
The nominal value of a Groupe Eurotunnel SA share following consolidation will be €0.40 i.e. 40 times €0.01 (the nominal value of a share prior to the consolidation). As far as market value is concerned, the share price should increase mechanically proportionally to the reduction in the number of shares in issue. The value of a shareholding is therefore not affected at the outset by the operation itself: the share consolidation is purely mechanical. Thereafter, the share price should evolve according to market rules.
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| 19 - What is the effect of the share consolidation on shareholder voting rights?
During the two-year period, one non-consolidated share will represent one vote and each consolidated share will represent 40 votes.
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| 20 - Will existing GET shares benefit from any dividend payment?
During the two-year period, and should Groupe Eurotunnel SA decide to declare a dividend to its shareholders, each non-consolidated share will be benefit from 1/40th of the amount of the dividend payable for each consolidated share.
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| 21 - What is the impact of the travel privilege scheme of Groupe Eurotunnel SA ?
None. The eligibility conditions remain the same, only the number of shares required will be adjusted : 1,000 becoming 25 and 30,000 becoming 750.
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| 22 - What is the impact of this consolidation of TNU Units?
None. The consolidation does not relate to TNU Units.
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