Capital increase of Groupe Eurotunnel SA
In order to finance the early cash redemption of all NRS II at 140% of their nominal value as well as the payment of accrued interest at the date of redemption and fees related to these transactions, the board of directors of Groupe Eurotunnel SA decided, on 5 February 2008 and 14 February 2008, to issue (i) the subordinated deferred equity shares (the “SDES”) and (ii) new Ordinary Shares upon exercise of share warrants (the “BSA”), which will be allotted for free to all Groupe Eurotunnel SA shareholders.
During the first phase of the transaction, on 6 March 2008 Groupe Eurotunnel SA issued 800,000 SDES at a nominal value of 1,000 euros each, the terms and conditions of which are described in the securities note approved by the Autorité des marchés financiers under visa number 08-032 on 20 February 2008. The proceeds of the issue of SDES, being a total principal amount of 800,000,000 euros, have been used to finance the early redemption in cash of part of the NRS II which were issued on 28 June 2007. The partial redemption of 6 million NRS II for a total aggregate amount of 841 million euros (the principal amount of all of the NRS II being 1.616 billion euros) occurred on 10 April 2008 in accordance with the procedure set forth in article R. 213-16 of the French Monetary and Financial Code. The amount of interest paid on the NRS was therefore changed to 129 million euros in 2008 and will be changed to 51 million euros in 2009 and 48 million euros in 2010.
During the second phase of the transaction, Groupe Eurotunnel SA intends to proceed with the redemption of the balance of NRS II, which would occur during the NRS II redemption period in the first full week of July 2008. This redemption will be financed by the net proceeds of New Ordinary Shares issued upon exercise of the BSA. The proceeds of the New Ordinary Shares issued upon exercise of the BSA may also be used to pay accrued interest on the date of redemption, as well as fees associated with the free allocation of the BSA.
Warrants to subscribe for shares (BSA) are being allocated for free to all shareholders of Groupe Eurotunnel SA holding (consolidated) shares as at the close of trading on 29 April 2008.
Shareholders residing in a country other than France or the United Kingdom are invited to consult their financial intermediary or financial adviser to obtain, according to applicable laws and regulations, the relevant information.
Neither the BSA nor the shares issued upon exercise of the BSA nor as a result of the holding of such securities 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 an 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 document in the United States, nor will there be any public offer for sale in the United States in connection with the BSA or the shares issued upon exercise of the BSA or as a result of the holding of such securities until 6 March 2011. This document may not be distributed, directly or indirectly, in the United States. It does not constitute an offer for sale of the BSA or underlying shares in the United States.