23rd Mar 2007 18:35
Eurotunnel PLC/Eurotunnel S.A.23 March 2007 23 March 2007 Immediate release New step in Safeguard Plan: Exchange tender offer document filed with the AMF* As part of the implementation of the Safeguard Plan approved by the ParisCommercial Court on 15 January 2007, and in accordance with its terms,Eurotunnel and Groupe Eurotunnel SA (GET SA), the new group holding company,have carried out the necessary steps for an exchange tender offer to be launchedby GET SA for Eurotunnel Units (each Eurotunnel Unit comprising one share ofEurotunnel PLC and one share of Eurotunnel SA) (the "Offer"). The Boards of Directors of the group companies unanimously approved theprovisions of the new long-term financing arrangements provided for in theSafeguard Plan and authorised the signing of the relevant debt documents on 20March 2007. The Boards also unanimously approved the terms of the Offer to belaunched by GET SA. The Offer has been filed today with the AMF, following the filing of theregistration document relating to GET SA and its subsidiary Eurotunnel Group UKPLC (EGP) with the AMF on 21 March 2007, with registration number i.07-021. The terms of the Offer launched by GET SA and the related offer document aresubject to formal approval by the AMF before the opening of the Offer foracceptances. Unitholders tendering their Units to the Offer will receive for each Unittendered: • one ordinary share of GET SA, and • one warrant to subscribe for ordinary shares of GET SA. The minimum acceptance condition for the Offer is set at 60%. Holders of Eurotunnel Units who tender them to the Offer during the initialoffer period will have the right to subscribe in cash, and within certainlimits, for notes redeemable in ordinary shares of GET SA ("NRS"). The termsunder which this right can be exercised will be set out in the securities note,to be approved by the AMF. The AMF is expected to approve the Offer and the securities note, which togetherwith the registration document constitutes the prospectus relating to the issueby GET SA of ordinary shares and warrants to subscribe for shares as part of theOffer, and to the issue of the NRS to be issued by EGP as part of the SafeguardPlan, on 3 April 2007, as set out in attached regulatory announcement. On thisbasis, the Offer would open for acceptances on the day following publication ofthe AMF's notice to that effect. oooooooooooo A summary of the terms of the offer document relating to the Offer is set out inthe attached regulatory announcement which is being published in accordance withapplicable market authority regulations. The registration document filed on 21 March 2007 with the AMF under numberi.07-021, pursuant to articles L412-1 and L621-8 of the French Monetary andFinancial Code and to articles 211-1 to 216-1 of the AMF General Regulations andin accordance with the decision of the Financial Services Authority (FSA) dated20 March 2007 and the decision of the AMF dated 21 March 2007, can be viewed inits French version on the AMF website (www.amf-france.org) and in both Frenchand English on the Groupe Eurotunnel SA website (www.groupe-eurotunnel.com). *Autorite des marches financiers (French market regulator) No 012/2007 For media enquiries contact The Press Office on + 44 (0) 1303 284491.Email: [email protected] For investor enquiries contact Michael Schuller on + 44 (0) 1303 288 749.Email: [email protected] www.eurotunnel.com Eurotunnel manages the infrastructure of the Channel Tunnel and operatesaccompanied truck shuttle and passenger shuttle (car and coach) services betweenFolkestone, UK and Calais, France. Eurotunnel also earns toll revenue fromtrain operators (Eurostar for rail passengers, and EWS and SNCF for railfreight) which use the Tunnel. Eurotunnel is quoted in London, Paris andBrussels. Not for release, publication or distribution in or into the United States of America, Canada, Australia or Japan Groupe Eurotunnel SA Offer for Units comprising one share of Eurotunnel SA and one share of Eurotunnel P.L.C. 23 March 2007 Groupe Eurotunnel SA ("GET SA") hereby announces that it has today filed theterms of an offer (the "Offer") with the Autorite des marches financiers inFrance (the "AMF") under which, subject to the approval of the AMF, GET SA willoffer to holders of Eurotunnel units (the "Units", each Unit comprising oneshare of Eurotunnel SA ("ESA") and one share of Eurotunnel P.L.C. ("EPLC")) toacquire all of the outstanding Units. The terms of the Offer are contained in anoffer document, a draft of which has been filed with the AMF today and isavailable from the AMF and GET SA, and which will be published in final formfollowing approval by the AMF of the terms of the Offer. The Offer will be made on the following basis: one ordinary class A share of GETSA ("GET SA Ordinary Share") and one warrant to subscribe for GET SA OrdinaryShares ("Warrant") for each Unit tendered to the Offer. The terms of the GET SAOrdinary Shares are described in Annex I A, and the terms of the Warrants aredescribed in Annex I C, of the registration document relating to, among othermatters, the GET SA Ordinary Shares and Warrants which was filed with the AMF on22 March 2007 under number i.07-021 (the "Registration Document"). Copies of the draft offer document (in English and French) and of theRegistration Document (and of an English translation of the RegistrationDocument) are available free of charge at the registered offices of GroupeEurotunnel SA - 19, Boulevard Malesherbes, 75008 Paris, of Eurotunnel SA, 19,Boulevard Malesherbes, 75008 Paris and of Eurotunnel P.L.C. - UK Terminal,Ashford Road, Folkestone, Kent, CT18 8XX, UK. The draft offer document and theRegistration Document can also be viewed on the websites of the AMF(www.amf-france.org) and, in both English and French, of GET SA (www.groupe-eurotunnel.com). This press release can also be viewed on the website of GET SA(www.groupe-eurotunnel.com). 1. Background to the Offer The Offer is being made, as provided for in the safeguard planapproved by the Commercial Court of Paris on 15 January 2007 (the "SafeguardPlan"), as part of the reorganisation of Eurotunnel and the restructuring of itsdebt as described in Chapter 5 of the Registration Document (the"Reorganisation"). The purpose of the Reorganisation is substantially to reducethe amount of Eurotunnel's debt in order to enable Eurotunnel to continue itsbusiness, ensure the stability of the group and its future development andmaintain the existing levels of employment within Eurotunnel. Further details ofthe Reorganisation and the Safeguard Plan are set out in Chapter 5 of theRegistration Document. If the Reorganisation is not completed, it is not certain thatEurotunnel could continue as a going concern. In particular, Eurotunnel believesthat it would not be able to meet its payment obligations with respect to itscurrent debt. Eurotunnel has been subject to laws and regulations in Francerelating to the protection of businesses in financial difficulties, andaccordingly failure of the Reorganisation would be very likely to result in theexercise of the right of substitution contained in the Concession Agreemententered into on 14 March 1986 pursuant to which France-Manche SA ("FM") and TheChannel Tunnel Group Limited ("CTG"), subsidiaries of respectively ESA and EPLC,operate the fixed link across the Channel (which right of substitution isdescribed in Chapter 23 of the Registration Document) or in the insolventliquidation of the Eurotunnel companies. The successful implementation of the Reorganisation depends on anumber of factors, some of which are not under the control of Eurotunnel, one ofwhich is the result of the Offer. The success of the Offer (as part of thesuccessful implementation of the Safeguard Plan) is therefore in the interestsof Eurotunnel and its various stakeholders, including the holders of Units("Unitholders"), employees, suppliers and customers. Paragraphs 4.1 and 21.7.1of the Registration Document describe, respectively, the risk factors andlitigation relating to the Safeguard Plan and the Reorganisation. 2. GET SA's intentions for the coming 12 months 2.1 Business and operations The Reorganisation is required as a result of the difficulties,mainly financial difficulties, faced by Eurotunnel. Consequently, implementationof the Reorganisation will not result in changes to Eurotunnel's operations andshould not result in further changes to its business or its strategic plans. Apart from certain support functions which are usually performedby a group holding company, and which it is intended will be transferred to GETSA, there is no intention to change the operating structure of the group or thelocations of Eurotunnel's places of business, or to redeploy any fixed assets ofthe group as a result of implementation of the Reorganisation. 2.2 ESA and EPLC Recapitalisation Transactions and De-listing In accordance with the Safeguard Plan, extraordinary generalmeetings of the shareholders of ESA and shareholders of EPLC will be held afterthe date on which the consideration due under the Offer will be issued toUnitholders who have accepted the Offer (the "Settlement Date"). These meetingswill consider approving the issue of shares by ESA and EPLC to Eurotunnel GroupUK p.l.c. ("EGP"), a subsidiary of GET SA, to be effected by capitalising partof the debt of Eurotunnel acquired by EGP on the Settlement Date under the termsof the Reorganisation, and in respect of which ESA and EPLC will have agreed tobecome direct debtors in place of FM and Eurotunnel Finance Limited ("EFL")respectively (the "Recapitalisation Transactions of ESA and EPLC"). The amount of debt used for the Recapitalisation Transactions ofESA and EPLC will be such as to: (i) comply with applicable laws; and (ii)ensure that GET SA will hold, directly or indirectly through EGP, at least 95per cent. of the share capital of each of ESA and EPLC, which will optimise thefuture structure of the Eurotunnel group by enabling the creation of a newFrench tax group. The nominal value per ESA share is also expected to be reducedto 0.01 euro. As part of the Recapitalisation Transactions of ESA and EPLC orafter they have been undertaken, Eurotunnel will also consider whether to carryout any transactions for the purpose of simplifying the capital and corporatestructure of the group. As part of these transactions, GET SA may decide afterthe Settlement Date to apply for the cancellation of the listing of the Units onthe Official List of the UK Listing Authority and of trading of the Units on theLondon Stock Exchange, Eurolist by EuronextTM Brussels, and, as appropriate,Eurolist by EuronextTM Paris, in accordance with applicable laws andregulations. In any case, it is intended that, if GET SA has by virtue of itsholdings and acceptances of the Offer acquired Units which carry at least 75 percent. of the voting rights attaching to the ordinary share capital of ESA andEPLC, GET SA will procure the making of applications by ESA and EPLC both to theLondon Stock Exchange for the cancellation of trading of the Units on the LondonStock Exchange's market for listed securities and to the UK Listing Authorityfor cancellation of the listing of the Units on the Official List of the UKListing Authority. In order to simplify the structure and the management of thedebt transferred to EGP as part of the Reorganisation described in Chapter 5 ofthe Registration Document and which is not capitalised as part of theRecapitalisation Transactions of ESA and EPLC, it is intended to amend the termsof the debt. This debt will be repaid over time out of the operating cashflowsof the Eurotunnel group following implementation of the Reorganisation. The attention of Unitholders is drawn to the consequences of theRecapitalisation Transactions of ESA and EPLC which are described in paragraph4.1 of the Registration Document ("Risks related to the implementation of theSafeguard Plan"). 2.3 Dividend policy ESA and EPLC have never paid a dividend. The transfer to ESA andEPLC of existing debt of FM and EFL, of which EGP will become the creditor, asdescribed in Chapter 5 of the Registration Document, and the requirement for ESAand EPLC to service and repay this debt will have a long-term negative impact onthe ability of ESA and EPLC to pay dividends. One of the objectives of the Reorganisation is to enable GET SAto pay dividends to its shareholders in the future. However, as at the date ofthis announcement, it is not possible to determine when GET SA will be in aposition to pay dividends. 2.4 Employees In the light of redundancies made at the time of the operationalrestructuring of Eurotunnel carried out in 2005, GET SA does not intend to makeany redundancies in connection with the implementation of the Reorganisation.Accordingly, GET SA expects the existing levels of employment within theEurotunnel group to continue following implementation of the Reorganisation. 2.5 Share options The Offer extends to any Units which are unconditionallyallotted or issued as a result of the exercise of options granted under theEurotunnel share schemes. If the Offer is successful, GET SA will not be making anyseparate proposals to holders of options under the Eurotunnel share schemes tothe extent that such options are not exercised in order to tender the underlyingUnits to the Offer. GET SA intends to convene a meeting of its shareholdersfollowing the Settlement Date in order to propose a resolution authorising theimplementation of a share option scheme in relation to GET SA Ordinary Shares. 2.6 Consolidation of the GET SA Ordinary Shares GET SA also intends to convene a meeting of its shareholders tobe held following the Settlement Date in order to propose a resolution approvingthe consolidation of GET SA Ordinary Shares. 3. Indicative Timetable The UK Panel on Takeovers and Mergers (the "Takeover Panel") hasagreed that the timetable relating to the Offer will be established by the AMFin accordance with the provisions of article 231-31 of the General Regulationsof the AMF (the "AMF General Regulations"). The settlement of the considerationdue under the Offer will occur on one single date, being the completion date ofthe Reorganisation in accordance with the provisions of the Safeguard Plan,which is currently expected to occur before the end of June 2007. The dates on which the Offer will open and close for acceptances(including the dates between which the Offer will be reopened for acceptances ifit is successful after the initial acceptance period) will be published by theAMF. In each case, GET SA will make an announcement of the relevant dates to aUK Regulatory Information Service as soon as practicable and in any event nolater than 12 noon (London time) on the business day next following thepublication of such dates by the AMF. The relevant information will also bepublished in the Belgian financial press. An indicative timetable for the Offeris set out below: Indicative Timetable 21 March 2007 Registration of the Registration Document with the AMF23 March 2007 Announcement of the Offer and filing/publication of the draft offer document3 April 2007 Approval of the terms of the Offer and the offer document (declaration de conformite) by the AMF and approval (visa) of the securities note relating to the issue and listing of the GET SA Ordinary Shares, Warrants and NRS (as defined below) by the AMF (the "Securities Note")5 April 2007 Publication of the prospectus (comprising the Registration Document and the Securities Note) and of the offer document10 April 2007 Offer opens for acceptances for an initial acceptance period15 May 2007 Offer closes for acceptances at the end of the initial acceptance period (the "Offer Closing Date")25 May 2007 Offer Results Date, being the date on which the AMF publishes whether the Offer has been successful after the initial acceptance period28 May 2007 Offer opens for additional acceptances, if the Offer is successful8 June 2007 Offer closes for additional acceptances22 June 2007 Settlement Date Unitholders should note that this timetable is indicative only. In particular,the Offer Closing Date and subsequent dates may vary depending upon thetimetable established by the AMF. 4. Terms of the Offer and listings The Offer will be made, on the terms and subject to theconditions to be set out in the final offer document, on the following basis: For each One GET SA Ordinary ShareUnit:................................................. and One Warrant The Offer will extend to all Units unconditionally allotted orissued on the date of this announcement and any Units which are unconditionallyallotted or issued pursuant to the exercise of options under the Eurotunnelshare schemes before the Offer Closing Date and, if the Offer is successfulafter the initial acceptance period, before the end of the period during whichthe Offer is reopened for acceptances.. The total number of GET SA OrdinaryShares and Warrants respectively that may be issued under the Offer is2,582,824,991. Currently there are 22,500,000 GET SA Ordinary Shares and noWarrants in issue. Units will be acquired under the Offer fully paid and free fromall liens, equitable interests, charges, encumbrances, rights of pre-emption andother third party rights of any nature whatsoever and together with all rightsattaching to them, including the right to receive and retain all dividends anddistributions (if any) declared, made or paid after the date of the offerdocument. Application has been made to Euronext Paris for the new GET SAOrdinary Shares to be admitted to listing and trading on Eurolist by EuronextTMParis and application will be made to the UK Listing Authority and the LondonStock Exchange for the new GET SA Ordinary Shares to be admitted to a secondarylisting on the Official List of the UK Listing Authority and to trading on theLondon Stock Exchange's market for listed securities. Application has also beenmade to Euronext Paris for the Warrants to be admitted to listing on Eurolist byEuronextTM Paris. It is expected that such admissions will take effect and thatdealings will commence in the new GET SA Ordinary Shares and Warrants on theSettlement Date. No application has been made to Euronext Brussels for the newGET SA Ordinary Shares, or the Warrants, to be admitted to listing or trading onEurolist by EuronextTM Brussels. 5. Specific Rights 5.1 Subscription Rights As part of the Reorganisation, EGP will issue notes redeemablein GET SA Ordinary Shares ("NRS") to certain creditors of Eurotunnel as moreparticularly described in Chapter 5 of the Registration Document. Unitholderstendering their Units to the Offer during the initial acceptance period (i.e.before the Offer Closing Date) will also have the right to subscribe for NRS, upto a maximum aggregate nominal amount of £60 million. However, thesesubscription rights do not form part of the consideration available under theterms and conditions of the Offer and, accordingly, Unitholders tendering theirUnits during the additional acceptance period will not be entitled to subscribefor NRS. 5.2 Preferential travel tariffs Unitholders should refer to paragraph 22.1.4 of the RegistrationDocument for details of Eurotunnel travel privileges available to GET SAshareholders. 6. Conditions of the Offer 6.1 Acceptance condition The Offer is subject to valid acceptances being received (andnot withdrawn prior to the Offer Closing Date) in respect of not less than 60per cent. of the Units outstanding on the Offer Closing Date, including for thispurpose any such Units that are unconditionally allotted or issued before thatdate pursuant to the exercise of any outstanding subscription rights. No revision of the 60 per cent. acceptance condition iscurrently envisaged. In any event, GET SA will not be entitled to reduce theminimum acceptance threshold to less than 50 per cent. of the Units outstandingon the Offer Closing Date (including for this purpose any such Units that areunconditionally allotted or issued pursuant to the exercise of any outstandingsubscription rights) because (i) a 50 per cent. minimum acceptance condition isrequired by the UK City Code on Takeovers and Mergers (the "Takeover Code") and(ii) this threshold is necessary to ensure sufficient liquidity in thesecurities issued to accepting Unitholders. In addition, the reduction of thisminimum acceptance condition would require the prior consent of the AMF. If GET SA were able to reduce the acceptance threshold (subjectas provided above) it would only do so by making a filing with the AMF, no laterthan five trading days before the Offer Closing Date, in which case it will makean announcement to a UK Regulatory Information Service as soon as practicablethereafter and in any event by no later than 12 noon (London time) on the nextbusiness day. An announcement will also be published in the Belgian press. The exercise by GET SA of this right to reduce the acceptancethreshold will not affect any previous or subsequent acceptance of the Offer,and all such acceptances will be treated as acceptances of the Offer with suchreduced acceptance threshold. 6.2 Issue of GET SA Ordinary Shares and Warrants The Offer is also subject to resolutions authorising the issueof the GET SA Ordinary Shares and Warrants to be issued under the terms of theOffer being duly passed at a meeting of the shareholders of GET SA. For this purpose, on 20 March 2007, the board of directors ofGET SA, after having approved the Offer, convened a meeting of the shareholdersof GET SA to be held on 26 April 2007, being prior to the Settlement Date, inorder to consider and, if thought fit, pass resolutions authorising: • the issue of up to 2,582,824,991 GET SA Ordinary Shares toUnitholders who accept their Units to the Offer in part consideration for suchUnits; and • the issue of up to 4,696,045,438 Warrants, 55 per cent. of which willbe issued to Unitholders who accept their Units to the Offer in partconsideration for such Units and 45 per cent. of which will be issued to certaincreditors of Eurotunnel in accordance with the Safeguard Plan. As the Offer is made pursuant to the implementation of theSafeguard Plan and as the Safeguard Plan requires all the steps in relation tocreditors of Eurotunnel and Unitholders to occur simultaneously on theSettlement Date, under the terms of the resolutions referred to above the issueof the GET SA Ordinary Shares and Warrants to Unitholders under the Offer willbe subject to the board of directors of GET SA receiving a copy of a report fromthe officials appointed by the Commercial Court of Paris to supervise theimplementation of the Safeguard Plan (the "Commissioners for the Execution ofthe Plan") confirming that they have received confirmation that all aspects ofthe Reorganisation required to be implemented before the Settlement Date inaccordance with the provisions of the Safeguard Plan have been completed(including the draw down of cash under a new term loan entered into by GET SA inconnection with the Restructuring and the decisions authorising the issue ofsecurities). Immediately following such confirmation by the Commissioners forthe Execution of the Plan, the board of directors of GET SA will resolve toissue, pursuant to the shareholder resolutions referred to above, the GET SAOrdinary Shares and Warrants to be issued on the Settlement Date to Unitholderswho have accepted the Offer. 6.3 Withdrawal and lapse of the Offer In accordance with article 232-11 of the AMF GeneralRegulations, GET SA may withdraw the Offer by no later than the Offer ClosingDate if it becomes without object (devient sans objet) or if either ESA or EPLCadopts measures that modify their substance (en raison des mesures qu'elle aprises, voit la consistance modifiee). However, in either case, GET SA will onlybe entitled to withdraw the Offer with the prior consent of the AMF pursuant toarticle 232-11 of the AMF General Regulations. In the event of a competing offer for ESA and EPLC beingapproved by the AMF, GET SA shall have the right to withdraw its Offer at anytime within the 5 trading days following the publication by the AMF of thetimetable for the competing offer. 6.4 Failure of the Reorganisation If the directors of GET SA do not receive a copy of the reportfrom the Commissioners for the Execution of the Plan referred to in paragraph6.2 above by no later than the business day prior to the Settlement Date, or ifthe report does not confirm that the Commissioners for the Execution of the Planhave received confirmation that all aspects of the Reorganisation required to beimplemented prior to the Settlement Date in accordance with the provisions ofthe Safeguard Plan have been completed, then the board of directors of GET SAwill not, under the terms of the relevant shareholder resolutions, be authorisedto issue the GET SA Ordinary Shares and Warrants on the Settlement Date, and asa result the Offer will lapse. Accordingly, the Offer will only become effectiveif all steps necessary for the effective implementation of the transactions dueto take place on the Settlement Date in accordance with the terms of theSafeguard Plan (including the funds being made available under the new termloan) have been completed by no later than the business day prior to theSettlement Date. Unitholders should note that the Takeover Panel has agreed towaive Rule 13 of the Takeover Code in respect of the Offer in the light of thematters referred to in paragraph 6.3 above and this paragraph 6.4 and that,accordingly, the Offer may lapse or be withdrawn by GET SA in circumstances thatwould not normally be permitted under the provisions of the Takeover Code.Likewise, the AMF have accepted that the condition relating to the issue ofshares may result in the lapse or withdrawal of the Offer in circumstances thatwould not normally be permitted under the provisions of the AMF GeneralRegulations. 7. Securities held by related parties As at the date of this announcement, the directors of GET SA andtheir close relatives hold in aggregate 99,255 Units representing less than0.005% of the Units in issue. They do not hold any options to subscribe for oracquire Units. As at the date of this announcement, GET SA, ESA, EPLC and theirsubsidiaries do not hold any Units or shares of ESA or EPLC, other thanEurotunnel Trustees Limited, a subsidiary of CTG, which holds 58,528 Units. TheEurotunnel Employee Investment Fund holds 2,537,510 Units. As of the date of this announcement, Natixis SA, which whollyowns IXIS Corporate & Investment Bank (a presenting bank of the Offer in Francein accordance with the AMF General Regulations) holds 100,000 Units. Save as set out above, neither GET SA, nor any of the directorsof GET SA, nor, so far as GET SA is aware, any person acting in concert with GET SA has any interest in, or right to subscribe for, or has borrowed or lent(save for any borrowed Units which have been either on-lent or sold) any Units,nor does any such person have any short position or any arrangement in relationto the Units. An "arrangement" includes any indemnity or option arrangement andany agreement or any understanding, formal or informal, of whatever nature,relating to the Units which may be an inducement to deal or refrain from dealingin such securities. 8. Trading restrictions and dealing disclosure requirements The trading restrictions and dealing disclosure requirements setout in both the AMF General Regulations and the Takeover Code apply in respectof the Offer. Unitholders should comply with both sets of restrictions andrequirements regardless of how they hold their Units or in which jurisdictionthey are located. 8.1 AMF General Regulations Under article 231-7 of the AMF General Regulations, from thedate of this announcement until the Offer Closing Date, all dealings in respectof Units must be executed on the regulated markets on which such Units areadmitted to trading. Accordingly, off-market dealings or dealings otherwise thanin the Units themselves are not permitted. Under articles 232-18 and 232-19 of the AMF General Regulations,from the date of this announcement until the Settlement Date, GET SA, ESA, EPLCand their respective concert parties (as determined in accordance with the AMFGeneral Regulations) are prohibited from dealing in the Units or in GET SAOrdinary Shares. These trading restrictions also apply to the presenting banks ofthe Offer in France and any financial adviser to GET SA, ESA or EPLC or anyother member of the Eurotunnel group, subject to an exception for dealings inthe securities concerned as part of any such person's arbitrage, market-makingor position-hedging activities carried out in the ordinary course of businessand to the extent that the staff, resources, objectives and responsibilitiesinvolved or relating to such activities are separate from those involved in orrelating to the Offer. Under articles 231-38 to 231-40 of the AMF General Regulations: • members of the boards of directors of GET SA, ESA and EPLC; • the presenting banks of the Offer in France and any financial adviserof GET SA, ESA or EPLC; • any person holding, directly or indirectly, 5 per cent. or more ofthe Units; or • any person acquiring, since the date of this announcement, Unitswhich take his holding to at least 0.5 per cent. of the total number ofoutstanding Units (for as long as such person continues to hold 0.5 per cent. ormore of the Units), is required to disclose to the AMF on a daily basis, followingthe close of trading on Euronext, any dealings in Units or GET SA OrdinaryShares carried out during that day, together with any other transactions enteredinto having the effect of transferring, immediately or in the future, title toany Units or GET SA Ordinary Shares held. In addition, from the date of this announcement until theSettlement Date, any person who increases his holding of Units by more than 2per cent. and/or acquires Units which take his holding through a threshold of 5per cent., 10 per cent., 15 per cent., 20 per cent., 25 per cent. or 30 percent. of the total number of outstanding Units is required to disclose hisintentions regarding the Offer. 8.2 Takeover Code Under the provisions of Rule 8.3 of the Takeover Code, if anyperson is, or becomes, "interested" (directly or indirectly) in 1 per cent. ormore of any class of "relevant securities" of Eurotunnel, all "dealings" in any"relevant securities" of Eurotunnel (including by means of an option in respectof, or a derivative referenced to, any such "relevant securities") must bepublicly disclosed by no later than 3.30 p.m. (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which the Offer is declared successful, lapsesor is otherwise withdrawn or on which the "offer period" otherwise ends. If twoor more persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" ofEurotunnel, they will be deemed to be a single person for the purpose of Rule8.3. Under the provisions of Rule 8.1 of the Takeover Code, all"dealings" in "relevant securities" of Eurotunnel, by GET SA, ESA, EPLC, or anyof their respective "associates", must be disclosed by no later than 12.00 noon(London time) on the London business day following the date of the relevanttransaction. A disclosure table, giving details of the companies in whose"relevant securities" "dealings" should be disclosed, and the number of suchsecurities in issue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person haslong economic exposure, whether conditional or absolute, to changes in the priceof securities. In particular, a person will be treated as having an "interest"by virtue of the ownership or control of securities, or by virtue of any optionin respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Takeover Code, whichcan also be found on the Takeover Panel's website. If you are in any doubt as towhether or not you are required to disclose a "dealing" under Rule 8, you shouldconsult the Takeover Panel. 9. Other Information Unitholders should also refer to the Registration Document and,when published, the Securities Note. 9.1 Analysis of dilution - Increase in shareholders' proportionateshare of the equity of GET SA The Safeguard Plan provides for the creation of certainfinancial instruments and mechanisms which will have either a dilutive or anti-dilutive impact on GET SA shareholders. Unitholders are referred to theRegistration Document for further details. In particular, the increase in theshareholders' proportionate share of the equity of GET SA resulting from theredemption of one class of the NRS (the "NRS II") in cash depends on the methodused to finance the redemption. As set out in paragraph 22.1.2(a) of the Registration Document,the increase in the shareholders' proportionate share of the equity of GET SAwould, without taking into consideration the exercise of the Warrants and anyshare capital increase, be very limited if the redemption of the NRS II in cashwere to be financed by available cash flow at the levels forecast in Chapter 14of the Registration Document. This increase in the shareholders' proportionateshare of the equity of GET SA would remain limited (approximately 2% at thelowest), without taking into consideration the exercise of the Warrants and anyshare capital increase, if the redemption of the NRS II in cash were to befinanced by the additional authorised indebtedness up to 330 million eurosavailable to GET SA and would only become significant if the redemption of theNRS II in cash were to be financed by the net proceeds of a share capitalincrease (see in this respect paragraphs 22.1.2(b) and (d) of the RegistrationDocument). 9.2 Selected financial information The tables below contain extracts of Eurotunnel's combinedbalance sheets, income statements and cash flow statements for the financialperiods ended 31 December 2004, 31 December 2005 and 31 December 2006. Thecombined accounts for 2005 and 2006 were prepared in accordance withinternational accounting standards. The data relating to the 2004 combinedaccounts, which were originally prepared in accordance with French accountingstandards, has been restated on the same basis for comparative purposes. The purpose of the Pro Forma income statements is to show theimpact, over a whole year, of the new financing on the cost of the financialdebt. The other line items of the income statements have not been adjusted. Summary of combined income statement 2004 - 2006 (in millions of euros) 2006 2005 2004 2006 Year ending 31 December Pro FormaExchange rate •/£........................................ 1.462 1.465 1.466 1.462Revenue.................................................. 830 793 789 830(2)Trading profit........................................... 326 230 193 326Operating profit (loss).................................. 333 (2,301)(1) (350)(1) 333Net cost of financing and debt service................... 487 490 493 280Loss for the year........................................ (204) (2,808) (836) 3 (1)Including impairment of property, plant and equipment (2005:2,490,250 •; 2004: 474,730 •) 2)The revenue including the impact of the guaranteed MinimumUsage Charge of 95 million euros has not been restated. Summary of combined balance sheet 2004 - 2006 (in millions of euros) 2006 2005 2004 2006 At 31 December At 31 December Pro FormaExchange rate •/£............................................ 1.489 1.459 1.418 1.489(1)Total non-current assets..................................... 7,147 7,455 10,188 7,147Total current assets......................................... 404 285 380 224TOTAL ASSETS 7,551 7,740 10,568 7,371Total equity................................................. (2,225) (2,032) 860 2,664Total non-current liabilities................................ 27 9,172(3) 9,150 4,324Total current liabilities(2)................................. 9,749 600 558 383TOTAL EQUITY AND LIABILITIES 7,551 7,740 10,568 7,371 (1)In the Pro Forma accounts, debt is presented using theexchange rate of the Safeguard Plan (1.46635 euro: £1). The difference betweenthis exchange rate and the exchange rate as at 31 December 2006 (1.489 euro: £1)is recorded on an exchange adjustment account. (2)The implementation of the Safeguard Plan requires therestructuring of the current debt of Eurotunnel by way of a new loan agreementbeing entered into for an amount of 4,164 million euros and the issue of NRS ofan amount of 1,870 million euros. Accordingly, medium to long term debt has beenreclassified as short term debt (current liabilities). (3)Eurotunnel's debt as restructured in 1997 is presented in itsIFRS Financial Statements on the basis of historical cost. Therefore, the debtof Eurotunnel is recorded in the opening IFRS balance sheet at its historicalvalue corresponding to the fair value as at the issue date. Subsequent movementswere accounted for according to the amortised cost method. This value representsthe fair value as set out in the IFRS. Eurotunnel did not have, at the date ofthe restructuring in 1997, the necessary information as set out in IAS 39 thatcould determine, if such was the case, a fair value different from thehistorical value. Eurotunnel's debt is presented in the Safeguard Plan at itscontractual value. Summary of consolidated cash flow 2004 - 2006 (in millions of euros) 2006 2005 2004 2006 Year ending 31 December 2006 financial year Pro FormaExchange rate •/£ 1.489 1.459 1.418 1,489....................................................Net cash inflow from operating activities........... 473 338 395 473Net cash outflow from investing activities.......... (14) (23) (40) (14)Net cash outflow from financing activities......... (353) (403) (400) (305)INCREASE / (DECREASE) IN CASH IN YEAR 106 (88) (45) 159 10. Recommendations of the boards of GET SA, ESA and EPLC 10.1 Recommendation of the board of directors of GET SA The board of directors GET SA met on 20 March 2007 under thechairmanship of M. Jacques Gounon, and unanimously approved the filing of theOffer with the AMF and the making of this announcement. It also resolved to convene a general meeting of theshareholders of GET SA to approve, in particular, the issue of the GET SAOrdinary Shares and Warrants to Unitholders under the terms of the Offer as moreparticularly described above. All of the board members were present or represented. 10.2 Recommendation of the joint board of ESA and EPLC The joint board of ESA and EPLC, comprised of the directors ofESA and directors of EPLC (the "Joint Board"), met on 20 March 2007 under thechairmanship of M. Jacques Gounon to consider the terms of the Offer and itspreliminary recommendation in relation to the Offer. All the board members werepresent or represented. The Joint Board adopted the following resolution: The Joint Board noted in particular the fact that the Offer isone of the elements of the Reorganisation, as provided for in the SafeguardPlan, the purpose of which is substantially to reduce the amount of Eurotunnel'scurrent debt in order to enable Eurotunnel to continue its business, ensure thestability of the group and its future development and maintain the existinglevels of employment within Eurotunnel. If the Reorganisation is not completed, it is not certain thatEurotunnel could continue as a going concern. In particular, Eurotunnel believesthat it would not be able to meet its payment obligations with respect to itscurrent debt. Eurotunnel has been subject to laws and regulations in Francerelating to the protection of businesses in financial difficulties, andaccordingly failure of the Reorganisation would be very likely to result in theexercise of the right of substitution contained in the Concession Agreement(which is described in Chapter 23 of the Registration Document) or in theinsolvent liquidation of the Eurotunnel companies. The successful implementation of the Reorganisation depends on anumber of factors, some of which are not under the control of Eurotunnel, one ofwhich is the result of the Offer. The success of the Offer (as part of thesuccessful implementation of the Safeguard Plan) is therefore in the interestsof Eurotunnel and its various stakeholders, including Unitholders, employees,suppliers and customers." The Joint Board agreed to hold a further meeting followingreceipt of the advice to be obtained by it from Lehman Brothers International(Europe), the adviser appointed pursuant to Rule 3 of the Takeover Code, anddetails of its recommendation in the light of that advice will be set out in thefinal offer document to be published in due course. 11. Applicable Regulations As the shares of ESA and EPLC are stapled as Units and cannot betransferred independently, the Offer is being structured as a single offer forthe Units, rather than two separate offers for the two respective parentcompanies of Eurotunnel. Since the Units comprise shares of both ESA and EPLC and areadmitted to trading on Eurolist by EuronextTM Paris and the London StockExchange, the Offer, insofar as it relates to the shares of ESA, falls under thejurisdiction of the AMF and, insofar as it relates to the shares of EPLC, fallsunder the jurisdiction of the Takeover Code. Because of this dual jurisdictionin respect of the Offer and in order to reconcile the differing requirements ofthe AMF and the Takeover Code, and recognising that the Offer is part of a widerfinancial restructuring of Eurotunnel carried out within the confines of theSafeguard Plan and under the control of the Commercial Court of Paris, it hasbeen necessary for GET SA and ESA/EPLC to request a number of dispensations fromthe AMF and the Takeover Panel in respect of the application of the AMF GeneralRegulations and of the Takeover Code to the Offer. Accordingly, Unitholders should note that, due to thedispensations granted by each regulator and although the Takeover Code and theAMF General Regulations apply generally in respect of the Offer, a number of theprovisions of the Takeover Code and the AMF General Regulations either will notapply in this case or will apply in a manner different to their usualapplication in a typical French or UK takeover offer. Therefore, Unitholdersshould read carefully the documentation published by GET SA and EGP inconnection with the Offer and the Reorganisation in deciding what action theyshould take. If you are in any doubt about the Offer or the action you shouldtake, you are recommended to seek your own personal financial advice from yourstockbroker, bank manager, solicitor, accountant or other independent financialadviser authorised under the Financial Services and Markets Act 2000 if you areresident in the United Kingdom or, if not, from another appropriately authorisedindependent financial adviser. The Units are also admitted to trading on Eurolist by EuronextTMBrussels. As a result, a request will be filed with the Commission Bancaire,Financiere et des Assurances, the Belgian market regulator authority, forrecognition of the offer document and the Registration Document pursuant toarticle 6 of Directive 2004/25/EC of the European Parliament and of the Councilof 21 April 2004 relating to public offers and article 18, (S)1, c) of theBelgian law of 16 June 2006 implementing Directive 2003/71/EC of 4 November2003. 12. Contacts Analysts and investors Contact: Mr Michael SchullerTelephone: + 44 (0) 1303 28 87 19Email: [email protected] Individual Shareholders Telephone: + 33 (0)3 21 00 65 43Email: [email protected] General Questions Email: [email protected] 13. Important Notice This announcement is not a prospectus and does not amount to anoffer of, or an invitation to subscribe for, any securities. Any decision toaccept the Offer, or exercise the subscription right for NRS, should only betaken on the basis of the prospectus, comprising the Registration Document andthe Securities Note, and the final offer document, when published. The offerdocument and the prospectus in relation to the GET SA Ordinary Shares, Warrantsand NRS are expected to be published in final form on or around 5 April 2007 andwill be available, free of charge, from GET SA's website (www.groupe-eurotunnel.com) or from the registered offices of GET SA - 19, BoulevardMalesherbes, 75008 Paris, of Eurotunnel SA, 19, Boulevard Malesherbes, 75008Paris and of Eurotunnel P.L.C. - UK Terminal, Ashford Road, Folkestone, Kent,CT18 8XX, UK. The making of the Offer in, or to persons resident in, or tonationals or citizens of, jurisdictions outside France, the United Kingdom orBelgium or to nominees of, or custodians or trustees for, citizens or nationalsof other countries ("Overseas Unitholders") may be affected by the laws of therelevant jurisdictions. Overseas Unitholders should inform themselves about andobserve any applicable legal requirements. It is the responsibility of anyOverseas Unitholder wishing to accept the Offer to satisfy himself as to thefull observance of the laws and regulatory requirements of the relevantjurisdiction in connection with the Offer, including obtaining any governmental,exchange control or other consents which may be required, or compliance withother necessary formalities needing to be observed and payment of any issue,transfer or other taxes or duties due in such jurisdiction. Any such OverseasUnitholder will be responsible for any such issue, transfer or other taxes orother payments by whomsoever payable and GET SA, ESA and EPLC (and any personacting on behalf of any of them) shall be fully indemnified and held harmless bysuch Unitholder for any such issue, transfer or other taxes or duties as GET SA,ESA or EPLC (or any person acting on behalf of any of them) may be required topay. The Offer is not being, and it is not currently intended thatthe Offer will be, made, directly or indirectly, in or into, or by use of themails or any means or instrumentality (including, without limitation, facsimiletransmission, telephone and internet) of interstate or foreign commerce of, orany facilities of a national securities exchange of, the United States, Canada,Australia or Japan, and it is not currently intended that the Offer will becapable of acceptance by any such use, means, instrumentality or facilities orfrom within the United States, Canada, Australia or Japan. Accordingly, copiesof this announcement are not being, and must not be, mailed or otherwiseforwarded, distributed or sent in or into or from the United States, Canada,Australia or Japan and persons receiving this announcement (includingcustodians, nominees and trustees) must not mail or otherwise forward,distribute or send it into or from the United States, Canada, Australia orJapan. Doing so may render invalid any purported acceptance. However, GET SAreserves the right to extend the Offer into the United States, Canada, Australiaand/or Japan, subject to compliance with relevant regulatory requirements. The GET SA Ordinary Shares, Warrants and the CREST depositaryinterests representing GET SA Ordinary Shares or Warrants ("CDIs") to be issuedpursuant to the Offer have not been and will not be registered under the USSecurities Act of 1933, as amended (the "US Securities Act"), nor under any lawsof any state of the United States, and may not be offered, sold, resold, ordelivered, directly or indirectly, in or into the United States (or to, or forthe account or benefit of, US Persons, within the meaning of Regulation S underthe US Securities Act), except pursuant to an exemption from the registrationrequirements of the US Securities Act and the applicable state securities laws.In addition, no prospectus in relation to the GET SA Ordinary Shares, Warrantsor CDIs has been, or will be, lodged with the Australian Securities andInvestments Commission and no steps have been taken to enable GET SA OrdinaryShares, Warrants or CDIs to be offered in compliance with the applicablesecurities laws of Canada, Australia or Japan. Consequently, subject to certainlimitations and exceptions, the GET SA Ordinary Shares, the Warrants and theCDIs are not being offered or sold, directly or indirectly, in or into Canada,Australia or Japan (or to any residents thereof) or any other jurisdiction (orto residents in that jurisdiction), if to do so would constitute a violation ofthe relevant laws in such jurisdiction. However, GET SA reserves the right totake relevant steps to enable such securities to be offered in compliance withthe applicable securities laws of the United States, Canada, Australia and/orJapan. This announcement does not constitute an offer to sell or thesolicitation of an offer to buy any securities in the United States, Canada,Australia, Japan or in any other jurisdiction in which such an offer orsolicitation would be unlawful. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Eutelsat Com