Not for distribution in the United States of America, Canada, or
Australia
The transaction to which this press release refers does not
constitute an exchange tender offer and does not fall within the
scope of the General Regulations of the Autorit� des march�s
financiers or the jurisdiction of the Autorit� des march�s
financiers, nor within the scope of the City Code or the jurisdiction
of the Takeover Panel. In accordance with article L. 412-1-I alinea 3
of the French Financial and Monetary Code and article 212-5 of the
General Regulations of the Autorit� des march�s financiers, no
prospectus has been or will be prepared in relation to the
transaction to which this press release refers.
GET 2009/37
27 October 2009
For immediate release
Launch of the early redemption of NRS I T3
from 4 to 17 November 2009
The Eurotunnel group proposes the early redemption, on a voluntary
basis, of the NRS I Tranche 3[1] whose initial terms and conditions
provided for a redemption on 28 July 2010.
The redemption proposal is being made in relation to all of the
outstanding NRS I T3 i.e., on 30 September 2009, 2,776,553 NRS I T3
denominated in euros and 1,999,480 NRS I T3 denominated in sterling.
This transaction is not subject to any minimum success threshold; all
of the holders of NRS I T3 wishing to take up the proposal shall
therefore take part.
This transaction is in line with the success of the early exercise of
the share warrants last July. It enables the holders of NRS I T3 to
receive at the end of November ordinary shares in GET SA carrying
rights from 1 January 2009 in addition to the accrued coupon.
The advantages of this transaction are as follows:
* to reach, sooner than forecast, the final capital structure;
* to display a significant market capitalization;
* to foster a new relution of the current shareholders in the share
capital;
* to save, in 2010, the financial costs in relation to the redeemed
NRS I T3;
* to enable holders to have liquid securities .
Jacques Gounon, Chairman and Chief Executive of Groupe Eurotunnel SA,
stated:
"Today, the financial strength of Groupe Eurotunnel SA and the
intrinsic assets of the Channel Tunnel Concession enable us to
further accelerate our forward motion. This early redemption of the
NRS I T3, aims to complete the simplification of the capital
structure and it benefits, first and foremost, all of our
shareholders".
Terms of the transaction
The Eurotunnel group today announces an early redemption proposal
with respect to the NRS I T3, issued by Eurotunnel Group UK PLC (EGP)
and redeemable in GET SA shares. This proposal consists of the
delivery to those holders of NRS I T3 taking up the early redemption
proposal of (i) 25 ordinary shares in GET SA for each NRS I T3 along
with (ii) the payment in cash of an amount equal to the accrued
coupon as at 24 November 2009 (inclusive). The redemption proposal
will be open from 4 November 2009 to 17 November 2009 (inclusive).
The NRS I T3 which are the subject of this early redemption proposal
were issued by EGP on 28 June 2007 in the context of the financial
restructuring of Eurotunnel.
Take up of the redemption proposal is at the sole discretion of each
holders of the NRS I T3. Through this transaction, they will be able
to benefit from a premium over the trading price of the NRS I T3 and
a small discount on the theoretical value of the NRS I T3. The rights
of holders of NRS I T3 who decide to retain them with a view to their
redemption in ordinary shares in GET SA on 28 July 2010 will not be
varied or amended. These latter shall receive, on 28 July 2010, in
addition to the annual coupon, 26.02 ordinary shares in GET SA for
each NRSI T3.
The redemption proposal is made to the holders of NRS I T3
denominated in both euros and sterling.
The early redemption of all of the outstanding NRS I T3 under this
redemption proposal would result in the issue of 119.4 million new
shares.
The terms of the transaction are set out in the schedule.
On this transaction, the Eurotunnel group was advised by Lazard,
acting as financial adviser, and by the law firm Freshfields
Bruckhaus Deringer LLP.
This press release and the information contained herein do not
constitute an offer to sell or subscribe, nor the solicitation of an
order to purchase or subscribe, securities in the United States of
America or in any other country. The securities referred to in this
presentation have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the US Securities Act), and may
not be offered or sold in the United States of America absent
registration or an exemption from registration under the US
Securities Act. EGP and GET SA do not intend to register the
redemption proposal in the United States of America in whole or in
part or to conduct a public offering of securities in the United
States of America.
For media enquiries contact on + 44 (0) 1303 284491
Email: press@eurotunnel.com
For investor enquiries contact Michael Schuller on +44 (0) 1303
288749
Email: Michael.schuller@eurotunnel.com
Schedule: Financial notice to be published in La Tribune and The
Financial Times on 29 October 2009
Not for distribution in the United States of America, Canada or
Australia
Eurotunnel Group UK Plc
Public limited company with a share capital of £ 50,013
Registered office: UK Terminal, Ashford Road, Folkestone, Kent
CT18 8XX, United Kingdom
Registered in England and Wales under number 06037631
(the Company)
Holders of NRS I T3 should take particular note of the fact that the
transaction to which this notice relates is an early redemption
proposal made by the Company to the holders of NRS I T3 issued by the
Company in July 2007. This transaction is not an exchange tender
offer and does not fall within the scope of the General Regulations
of the Autorit� des march�s financiers or the jurisdiction of the
Autorit� des march�s financiers, nor within the scope of the City
Code or the jurisdiction of the Takeover Panel.
In accordance with article L. 412-1-I alinea 3 of the French
Financial and Monetary Code and article 212-5 of the General
Regulations of the Autorit� des march�s financiers, no prospectus has
been or will be prepared in relation to this early redemption
proposal.
In order to decide whether to take up the early redemption proposal
made by the Company, holders of NRS I T3 should, in addition to this
notice, consider the public information relating to Groupe Eurotunnel
SA, and in particular the reference document of Groupe Eurotunnel SA
registered with the Autorit� des march�s financiers on 16 April 2009
under no. R.09-018, the update of the reference document of Groupe
Eurotunnel SA filed with the Autorit� des march�s financiers on 24
June 2009 under no. D.09-16-A01, which is available on the respective
websites of Groupe Eurotunnel SA (www.eurotunnel.com) and the
Autorit� des march�s financiers (www.amf-france.com), the half-year
financial report of Groupe Eurotunnel SA, as at 30 June 2009, and the
press release relating to the traffic and revenue figures of Groupe
Eurotunnel SA in respect of the third quarter of 2009, which are
available on the Groupe Eurotunnel SA website (www.eurotunnel.com).
Notice is given to the holders of tranche 3 euro (ISIN code
FR0010457010) and tranche 3 sterling (ISIN code FR0010457044) notes
redeemable in ordinary shares in Groupe Eurotunnel SA (GET SA) issued
by the Company of an early redemption proposal in relation to the NRS
I T3, such proposal being open for holders of NRS I T3 to take up, in
order to receive 25 ordinary shares in GET SA for one NRS I T3, from
4 November 2009 until 17 November 2009.
Terms of the early redemption proposal
The holders of NRS I T3 are informed that the Company hereby
irrevocably and unconditionally without any minimum success
threshold, proposes to redeem, in advance of their initial maturity,
all of the outstanding NRS I T3 by the delivery of 25 ordinary shares
in GET SA for each NRS I T3 (the Ratio), and to pay an amount in cash
equivalent to the accrued coupon (the Redemption Proposal).
The Redemption Proposal is made to the holders of NRS I T3
denominated in both euros and sterling.
The period for holders of NRS I T3 to take up the Redemption Proposal
shall remain open for 10 business days, from 4 November 2009 to 17
November 2009 inclusive.
Under the Redemption Proposal, a maximum of 119,400,825 ordinary
shares in GET SA may be issued by GET SA and delivered by the Company
to the holders of NRS I T3.
The accrued coupon as at 24 November 2009 (inclusive), of an amount
equal to � 0.99 for each NRS I T3 denominated in euros and £ 0.67 for
each NRS I T3 denominated in sterling, shall be paid in cash on the
settlement date of the ordinary shares in GET SA to the holders of
NRS I T3 that take up the Redemption Proposal, such date being 25
November 2009.
Take up of the Redemption Proposal is at the sole discretion of each
holder of NRS I T3. The rights of holders of NRS I T3 who decide to
retain their NRS I T3 with a view to their redemption in ordinary
shares in GET SA on 28 July 2010, shall not be varied or amended.
Such holders shall receive, as is the case under the current terms of
the NRS I T3, in addition to the annual accrued coupon, 26.02
ordinary shares in GET SA for each NRS I T3 on 28 July 2010[2].
Purpose of the transaction
Following the restructuring of the Eurotunnel group (the Group),
which was carried out in accordance with the "safeguard plans"
approved by the Paris commercial court in judgements on 15 January
2007, and which included in particular the issuance by GET SA of
share warrants (the Warrants), and the issuance by the Company of
notes redeemable in ordinary shares in GET SA (the NRS), a process of
simplifying the structure of the Group was undertaken in 2009.
This simplification of the Group started with (i) the merger of TNU
SA into GET SA on 6 May 2009 and (ii) the launch by GET SA of an
exchange tender offer for the Warrants. This exchange tender offer
resulted in 76% of the Warrants being exchanged for 103,502,084 new
ordinary shares in GET SA.
In order to continue the Group simplification, and to allow the
holders of NRS I T3 to receive as from 25 November 2009 (i) ordinary
shares in GET SA and (ii) the amount of the accrued coupon, in
advance of the normal redemption date of the NRS I T3 and the annual
payment of the coupon due on 28 July 2010, the Company is making the
Redemption Proposal.
Selected trading statistics[3]
The table below presents the trading values for the GET SA shares,
the NRS I T3 � and the NRS I T3 £ on the first dealing day in each of
the six months before the date of this notice and on 23 October 2009
(trading prices in �):
+-------------------------------------------------------------+
| | GET SA share | NRS I T3 � | NRS I T3 £ |
|--------------------+--------------+------------+------------|
| 23 October 2009 | 7.30 | 172.50 | 170.50 |
|--------------------+--------------+------------+------------|
| 1st October 2009 | 6.73 | 171.00 | 177.01 |
|--------------------+--------------+------------+------------|
| 1st September 2009 | 4.20 | 104.25 | 102.00 |
|--------------------+--------------+------------+------------|
| 3rd August 2009 | 4.26 | 104.18 | 112.56 |
|--------------------+--------------+------------+------------|
| 1st July 2009 | 4.09 | 90.00 | 89.00 |
|--------------------+--------------+------------+------------|
| 1st June 2009 | 3.96 | 90.10 | 90.11 |
|--------------------+--------------+------------+------------|
| 1st May 2009 | 3.93 | 98.00 | 88.89 |
+-------------------------------------------------------------+
Source: Datastream
Analysis of the terms of the Redemption Proposal
In the analysis hereafter, the exchange rates used between euro and
sterling are provided by Datastream, the exchange rate being 0.91915
£/� as of 23 October 2009.
(i) NRS I T3 trading price
The redemption ratio offered in the Redemption Proposal shows a
premium on the trading price of the NRS I T3 ranging from 4.1% to
6.2% for the NRS I T3 denominated in euro, and from 4.4% to 7.4% for
the NRS I T3 denominated in sterling, depending on the reference
observation period.
+-------------------------------------------------------------------+
| Premium* offered on the trading price of NRS I T3 denominated in |
| euro |
|-------------------------------------------------------------------|
| | Trading | Trading Price | Implied |
| Reference Period | Price | GET | Proposal |
| | NRS � (�) | SA Share (�) | Premium |
|------------------------+-------------+----------------+-----------|
| Last trading price (as | 172.50 | 7.30 | 6.2% |
| at 23 October 2009) | | | |
|------------------------+-------------+----------------+-----------|
| Average 10 business | 174.50 | 7.39 | 6.2% |
| days | | | |
|------------------------+-------------+----------------+-----------|
| Average 20 business | 169.15 | 7.14 | 5.9% |
| days | | | |
|------------------------+-------------+----------------+-----------|
| Average 1 month | 166.06 | 7.01 | 6.0% |
|------------------------+-------------+----------------+-----------|
| Average 3 months | 130.32 | 5.44 | 4.9% |
|------------------------+-------------+----------------+-----------|
| Average 6 months | 111.91 | 4.70 | 5.7% |
|------------------------+-------------+----------------+-----------|
| Average 1 year | 106.10 | 4.39 | 4.1% |
+-------------------------------------------------------------------+
+-------------------------------------------------------------------+
| Premium* offered on the trading price of NRS I T3 denominated in |
| sterling |
|-------------------------------------------------------------------|
| | Trading | Trading Price | Implied |
| Reference Period | Price | GET | Proposal |
| | NRS £ (�) | SA Share (�) | Premium |
|-----------------------+-------------+-----------------+-----------|
| Last trading price | 170.50 | 7.30 | 7.4% |
| (23 October 2009) | | | |
|-----------------------+-------------+-----------------+-----------|
| Average 10 business | 175.43 | 7.39 | 5.5% |
| days | | | |
|-----------------------+-------------+-----------------+-----------|
| Average 20 business | 169.30 | 7.14 | 5.7% |
| days | | | |
|-----------------------+-------------+-----------------+-----------|
| Average 1 month | 166.31 | 7.01 | 5.7% |
|-----------------------+-------------+-----------------+-----------|
| Average 3 months | 130.80 | 5.44 | 4.4% |
|-----------------------+-------------+-----------------+-----------|
| Average 6 months | 111.59 | 4.70 | 5.8% |
|-----------------------+-------------+-----------------+-----------|
| Average 1 year | 104.45 | 4.39 | 5.6% |
+-------------------------------------------------------------------+
Source of the trading price: Datastream
* With view to simplification, the value offered in the premium
calculations set out in the tables above includes the accrued coupon
as at the observation date (ie as at 23 October - inclusive). For
information purposes, the difference between the accrued coupon that
will be actually paid under the Redemption Proposal (ie as at 24
November - inclusive) and the accrued coupon as at the observation
date is, respectively, equal to 27 euro cents with regards to the NRS
I T3 denominated in euros and 20 euro cents with regards to the NRS I
T3 denominated in sterling. For a same trading price, this
differential of accrued coupon corresponds to an additional premium
equal to 0.2% (approximately).
(ii) Theoretical value of the NRS I T3[4]
The discount representing the difference between the value offered in
the Redemption Proposal and the theoretical value of the NRS I T3, is
significantly lower than the historical discount observed between the
trading price of the NRS I T3 and its theoretical value.
Indeed, as shown in the table below with respect to the tranche
denominated in euros:
* the discount offered in the Redemption Proposal on the
theoretical value of the NRS I T3, calculated on the basis of the
average share trading price, for instance over 20 days preceding
26 October 2009, is equal to 4.5%,
* the average discount observed over the same period between the
NRS I T3 trading price and its theoretical value is higher, and
is equal to 9.8%,
* for information purposes, the average discount observed since the
first listing of the NRS I T3 between the NRS I T3 trading price
and its theoretical value is equal to 12.8%.
+-------------------------------------------------------------------+
| Discount[#] on the theoretical value of the NRS I T3 denominated |
| in euro |
|-------------------------------------------------------------------|
| | Theoretical | Trading | | |
| | value | price | Implied | Historical |
| Reference Period | NRS � | GET SA | Proposal | Discount |
| | (�) | Share | Discount | Observed |
| | | (�) | | |
|-------------------+-------------+---------+----------+------------|
| Last trading | | | | |
| price (23 October | 191.84 | 7.30 | (4.5%) | (10.1%) |
| 2009) | | | | |
|-------------------+-------------+---------+----------+------------|
| Average 10 | 194.06 | 7.39 | (4.5%) | (10.1%) |
| business days | | | | |
|-------------------+-------------+---------+----------+------------|
| Average 20 | 187.66 | 7.14 | (4.5%) | (9.8%) |
| business days | | | | |
|-------------------+-------------+---------+----------+------------|
| Average 1 month | 184.28 | 7.01 | (4.5%) | (9.9%) |
|-------------------+-------------+---------+----------+------------|
| Average 3 months | 143.49 | 5.44 | (4.7%) | (9.0%) |
|-------------------+-------------+---------+----------+------------|
| Average 6 months | 124.25 | 4.70 | (4.8%) | (10.8%) |
|-------------------+-------------+---------+----------+------------|
| Average 1 year | 116.11 | 4.39 | (4.9%) | (9.7%) |
+-------------------------------------------------------------------+
Source of the trading price: Datastream
[#] With view to simplification, the underlying value offered and
the underlying theoretical value in the calculations set out in the
table above include the accrued coupon as at the observation date
(i.e. 23 October 2009).
As shown in the table below with respect to the tranche denominated
in sterling:
* the discount offered in the Redemption Proposal on the
theoretical value of the NRS I T3, calculated on the basis of the
average share trading price, for instance over 20 days preceding
26 October 2009, is equal to 4.2%,
* the average discount observed over the same period between the
NRS I T3 trading price and its theoretical value is higher, and
is equal to 9.4%,
* for information purposes, the average discount observed since the
first listing of the NRS I T3 between the NRS I T3 trading price
and its theoretical value is equal to 12.0%.
+-------------------------------------------------------------------+
| Discount[#] on the theoretical value of the NRS I T3 denominated |
| in sterling |
|-------------------------------------------------------------------|
| | | Trading | | |
| | Theoretical | price | | |
| Reference Period | value | GET SA | Implied | Historical |
| | NRS £ | Share | Discount | Discount |
| | (�) | (�) | Offered | Observed |
|-------------------+-------------+---------+----------+------------|
| Last trading | | | | |
| price (23 October | 191.09 | 7.30 | (4.2%) | (10.8%) |
| 2009) | | | | |
|-------------------+-------------+---------+----------+------------|
| Average 10 | 193.31 | 7.39 | (4.2%) | (9.2%) |
| business days | | | | |
|-------------------+-------------+---------+----------+------------|
| Average 20 | 186.91 | 7.14 | (4.2%) | (9.4%) |
| business days | | | | |
|-------------------+-------------+---------+----------+------------|
| Average 1 month | 183.53 | 7.01 | (4.2%) | (9.3%) |
|-------------------+-------------+---------+----------+------------|
| Average 3 months | 142.74 | 5.44 | (4.3%) | (8.0%) |
|-------------------+-------------+---------+----------+------------|
| Average 6 months | 123.50 | 4.70 | (4.4%) | (10.3%) |
|-------------------+-------------+---------+----------+------------|
| Average 1 year | 115.36 | 4.39 | (4.4%) | (10.4%) |
+-------------------------------------------------------------------+
Source of the trading price: Datastream
[#] With view to simplification, the underlying value offered and
the underlying theoretical value in the calculations set out in the
table above include the accrued coupon as at the observation date
(i.e. 23 October 2009).
(iii) Other factors: liquidity, voting rights and entitlement to
dividends
The table below compares average daily trading volumes of GET SA
ordinary shares and NRS I T3 (source: Datastream). It shows that
trading volumes of NRS I T3 are very low, and that trading volumes of
GET SA ordinary shares are substantially higher than trading volumes
of NRS I T3.
+---------------------------------------------------------+
| Daily traded amounts (�M) |
|---------------------------------------------------------|
| | | | Ratio | | Ratio |
| | Shares | NRS � | Shares / | NRS £ | Shares / |
| | | | NRS � | | NRS £ |
|----------+--------+-------+----------+-------+----------|
| 1 month | 14.52 | 0.05 | 290x | 0.01 | 1,925x |
|----------+--------+-------+----------+-------+----------|
| 3 months | 8.83 | 0.03 | 320x | 0.01 | 1,424x |
+---------------------------------------------------------+
Source: Datastream
In addition to an increased liquidity of their investment, the
holders of NRS I T3 who take up the Redemption Proposal will receive
GET SA ordinary shares carrying rights with effect from 1 January
2009. As a consequence, such holders will notably be entitled to:
* exercise the voting rights attached to the GET SA ordinary shares
they receive at future shareholders' meetings of GET SA; and
* any 2009 dividend paid in 2010, as the case may be.
Agreements relating to the Redemption Proposal
To the Company's knowledge, there is no agreement likely to have a
material impact on the assessment or the take up rate of the
Redemption Proposal.
Number and type of securities subject to the Redemption Proposal
The Redemption Proposal is being made in relation to all outstanding
NRS I T3, which are listed on Euronext Paris and the London Stock
Exchange, both denominated in euros (ISIN code FR0010457010) and in
sterling (ISIN code FR0010457044). A description of the NRS I T3 is
set out in the prospectus approved by the AMF under visa no. 07-113
on 4 April 2007.
On 30 September 2009, 2,776,553 NRS I T3 denominated in euros and
1,999,480 NRS I T3 denominated in sterling were outstanding, the
redemption of which would result in the issuance by GET SA on 28 July
2010 and the delivery by the Company of a maximum of 124,272,378
ordinary shares in GET SA, corresponding to 26.02 shares in GET SA
for each NRS I T3.
The following directors of the Company hold NRS I T3:
- Mr. Jacques Gounon : 50 ORA I T3 ;
- Mr. Robert Rochefort : 50 ORA I T3 ;
- Mrs. Colette Neuville : 26 ORA I T3 ;
- Mr. Henri Rouanet : 2 ORA I T3.
Procedures for taking up the Redemption Proposal
The holders of NRS I T3 wishing to take up the Redemption Proposal
must send an order to the financial intermediary (Euroclear France
affiliate) through which their NRS I T3 are held (market member,
bank, investment company, etc.), materialising their take up of the
Redemption Proposal, no later than 16.00 GMT (17.00 CET), on the
closing date of the Redemption Proposal. This order will be
irrevocable.
On 19 November 2009 before 11.00 GMT (12.00 CET), the financial
intermediaries affiliated to Euroclear France shall deliver such NRS
I T3 to BNP Paribas Securities Services, which shall centralise the
take up orders under the Redemption Proposal and the delivery of the
ordinary shares of GET SA, along with the payment in cash of the
accrued coupon.
The NRS I T3 held by holders of NRS I T3 having taken up the
Redemption Proposal shall be freely tradable and free from any
charge, pledge, other guarantee or any restriction on the free
transfer of their ownership.
The take up of the Redemption Proposal is not subject to stamp duty.
Delivery will take place following the centralisation of the
transaction by BNP Paribas Securities Services acting on behalf of
the Company. It is expected that the delivery of the ordinary shares
in GET SA following the take up of the Redemption Proposal and the
admission for trading of the ordinary shares in GET SA, as well as
the payment of the accrued coupon would occur on 25 November 2009.
On such date, BNP Paribas Securities Services will deliver the
ordinary shares in GET SA in redemption of the NRS I T3 tendered by
the holders of NRS I T3 having taken up the Redemption Proposal, and
will administer the payment of the accrued coupon, whose amount
includes the period from 28 July to 24 November 2009 (inclusive).
Tax regime applicable in France upon redemption of the NRS I T3 in
accordance with the Redemption Proposal
- Individuals who are French tax residents
The potential capital gains realised upon the redemption of the NRS I
T3 in ordinary shares of GET SA will benefit from the roll-over
relief provided for by article 150-0 B of the French tax code. As
regards the accrued coupon, it should be subject to income tax in the
normal conditions.
- Legal entities which are French tax residents
Gains or losses resulting from the redemption of the NRS I T3 in
ordinary shares of GET SA will be included in the taxable income of
the financial year in which this redemption takes place. In addition,
French tax resident legal entities holding NRS I T3 will be subject
to income tax in the normal conditions on the payment of the accrued
coupon.
- Holders of NRS I T3 who are non-French tax residents
Capital gains realised upon the redemption of the NRS I T3 in
ordinary shares of GET SA by persons who are not French tax residents
within the meaning of article 4B of the French tax code or whose
registered office is located outside France, and subject to the NRS I
T3 not being connected with a permanent establishment or a fixed base
subject to tax in France, will not be taxable in France. In addition,
the payment of the accrued coupon to the holders of NRS I T3 who are
not French tax residents will not be subject to withholding tax in
France.
Tax regime applicable in the United Kingdom upon redemption of the
NRS I T3 in accordance with the Redemption Proposal
Individuals who are not tax resident in the United Kingdom (UK) must
comply with the tax legislation applicable in their own country of
residence, subject to the application of any treaty between the
United Kingdom and that country. With regard to the UK legislation
and regulations currently in force and practice published by H.M.
Revenue and Customs, the tax regime applicable to NRS I T3 holders is
as follows.
The following paragraphs summarise certain limited aspects of the UK
taxation consequences for holders of a redemption of the NRS I T3 in
accordance with the Redemption Proposal. They relate only to the
position of individual or corporate holders who are resident
(or alternatively, in the case of individuals, ordinarily resident)
in the UK for tax purposes and who hold their NRS I T3 beneficially
as an investment (other than under a personal equity plan or an
individual savings account). They do not relate to holders who
acquire (or are deemed to acquire) their NRS I T3 by virtue of an
office or employment. Furthermore they do not relate to persons such
as market makers, brokers, dealers, intermediaries and persons
connected with depositary arrangements or clearance services, pension
funds, insurance companies or collective investment schemes, to whom
special rules may apply. In addition the summary below may not apply
to a person who holds NRS I T3 as part of or pertaining to a fixed
base or permanent establishment in France.
- Individuals
The redemption of NRS I T3 in accordance with the Redemption Proposal
will rank as a disposal for capital gains tax purposes. Accordingly
on a redemption of NRS I T3 held by an individual who is (at any time
in the relevant UK tax year) resident or ordinarily resident in the
UK (and whether domiciled in the UK or not) the holder would for
capital gains tax purposes bring into account consideration equal to
the market value of the GET SA ordinary shares issued to him.
The gross amount of any interest or deferred interest paid on
redemption of the NRS I T3 would form part of the holder's income for
UK income tax purposes.
The holder should obtain market value acquisition cost in respect of
the GET SA ordinary shares for capital gains tax purposes.
- Companies within the charge to corporation tax
In general NRS I T3 holders that are within the charge to UK
corporation tax will be treated for tax purposes as realising
profits, gains or losses (including exchange gains and losses) in
respect of the NRS I T3 under the loan relationships rules, on a
basis which is broadly in accordance with their statutory accounting
treatment (assuming that treatment to be in accordance with generally
accepted accounting practice, as that term is defined for tax
purposes). Such profits, gains and losses (or where the NRS I T3
holder's functional currency is not sterling, then the sterling
equivalent of such profits, gains and losses as computed in the NRS I
T3 holder's functional currency) will be taken into account in
computing taxable income for corporation tax purposes.
The strict technical position here is somewhat unclear, but it is
considered that on the redemption of NRS I T3 in accordance with the
Redemption Proposal, an amount corresponding to the market value
acquisition cost obtained in respect of the GET SA ordinary shares
(as to which see below) should be brought into account in respect of
the redemption for the purposes of the loan relationships rules (even
if the holder's statutory accounting treatment does not necessarily
reflect that).
The holder should obtain market value acquisition cost in respect of
the GET SA ordinary shares for corporation tax on chargeable gains
purposes.
- Stamp duty and stamp duty reserve tax ("SDRT")
No liability to UK stamp duty or SDRT will arise on the issue to
NRS I T3 holders of GET SA ordinary shares on redemption of the NRS I
T3.
Number, origin and characteristics of the GET SA ordinary shares to
be delivered under the Redemption Proposal
The issue of ordinary shares in GET SA by GET SA in the context of
the Redemption Proposal will be subject to a decision of the Chairman
and Chief Executive (Pr�sident-Directeur G�n�ral) of GET SA based on
the number of NRS I T3 in respect of which the holders have chosen
early redemption. This number will be communicated by BNP Paribas
Securities Services on 20 November 2009. The Chairman and Chief
Executive (Pr�sident-Directeur G�n�ral) was duly authorised to issue
the shares by the Board meeting of GET SA held on 27 October 2009
acting pursuant to the authorisation granted in the tenth resolution
of the extraordinary shareholders' meeting of GET SA held on 23 April
2007.
The ordinary shares in GET SA to be delivered to the holders of NRS I
T3 who take up the Redemption Proposal will carry dividend rights
from 1 January 2009 and will therefore entitle their holders to any
distribution decided in respect of the current financial year and
subsequent years. As a result, they will have equal rights in all
respects to the existing ordinary shares in GET SA (ISIN code
FR0010533075) from the date on which they are issued. The ordinary
shares in GET SA will have a nominal value of 0.40 euro, and be
subject to all provisions of the by-laws of GET SA.
Shareholders may elect to hold GET SA shares in registered or bearer
form.
Indicative timetable of the Redemption Proposal
+-------------------------------------------------------------------+
| Date | Step |
|------------------+------------------------------------------------|
| 29 October 2009 | Publication of this notice in the Financial |
| | Times and La Tribune |
|------------------+------------------------------------------------|
| 4 November 2009 | Take up period for the Redemption Proposal |
| | opens |
|------------------+------------------------------------------------|
| 17 November 2009 | Take up period for the Redemption Proposal |
| | closes |
|------------------+------------------------------------------------|
| | Publication by NYSE Euronext Paris of the |
| | results notice of the Redemption Proposal |
| 20 November 2009 | |
| | Publication by the Company and GET SA of a |
| | press release in relation to the results of |
| | the Redemption Proposal |
|------------------+------------------------------------------------|
| | Delivery of the ordinary shares in GET SA in |
| 25 November 2009 | redemption of the NRS I T3 and payment of the |
| | accrued coupon to the holders of NRS I T3 |
| | having taken up the Redemption Proposal |
+-------------------------------------------------------------------+
Restrictions on the Redemption Proposal outside France
The distribution of this notice and the take up of the Redemption
Proposal may be subject to specific regulations or restrictions in
certain countries. The Redemption Proposal is not addressed to
persons subject to such restrictions, either directly of indirectly,
and is not capable of being taken up in a country in which the
Redemption Proposal would be subject to such restrictions. As a
result, persons in possession of this notice are required to inform
themselves about any applicable local restrictions, and to comply
with them. This notice does not constitute an offer to issue or sell
or an invitation to buy or acquire or to exchange securities in any
jurisdiction in which such an offer or invitation is illegal. The
Company declines any liability in the event that any person violates
any applicable laws or regulations in this respect.
United States of America
The securities referred to in this notice have not been and will not
be registered under the U.S. Securities Act of 1933, as amended (the
US Securities Act), and may not be offered or sold in the United
States absent registration or an exemption from registration under
the US Securities Act. The Company and GET SA do not intend to
register the Redemption Proposal in the United States of America in
whole or in part or to conduct a public offering of securities in the
United States of America.
Impact of the Redemption Proposal for holders of NRS I T3
The following options will be available to holders of NRS I T3 who do
not take up the Redemption Proposal in respect of all or part of
their NRS I T3:
- sell their NRS I T3 in the market as the NRS I T3 will continue to
be listed after the take up period of the Redemption Proposal closes
until the fourth business day preceding 28 July 2010, the date of
automatic redemption of the NRS I T3 in ordinary shares in GET SA ;
or
- keep their NRS I T3 with a view to their redemption in ordinary
shares in GET SA on 28 July 2010 by the delivery of 26.02 ordinary
shares in GET SA per NRS I T3. For indicative purposes only, and in
accordance with the terms and conditions of the NRS I T3, fractions
of ordinary shares in GET SA will not be issued on redemption of the
NRS, and no payment in cash or adjustment will be made in lieu
thereof. The number of ordinary shares in GET SA to be issued and
delivered to the holders of NRS I T3 will be calculated on the basis
of the redemption ratio of 26.02 ordinary shares in GET SA per NRS I
T3 (as adjusted, as the case may be), and rounded down to the nearest
whole number of ordinary shares in GET SA.
The Company does not intend to make another proposal for early
redemption or exchange offer of the NRS I T3 before 28 July 2010, the
date of automatic redemption in ordinary shares in GET SA of the NRS
I T3. Although the NRS I T3 will remain listed on Euronext Paris and
the London Stock Exchange, the Company cannot guarantee that the
market will remain liquid until the date of automatic redemption of
the NRS I T3 in shares on 28 July 2010.
[1] ISIN code FR0010457044 for the tranche denominated in sterling
and ISIN code FR0010457010 for the tranche denominated in euros.
[2] BALO notice number 0809184 dated 27 June 2008 - Current ratio,
subject to future adjustments, as the case may be.
[3] The trading prices indicated in this notice are provided by
Datastream and rounded to two decimal places. The trading prices
provided by Datastream are set out in euros, both for the NRS I T3
denominated in euros and for those denominated in sterling.
[4] Assuming a theoretical dividend for 2009 of �0.04 per share paid
in 2010, equal to the median of the analysts' consensus as at 23
October 2009 (source: Datastream).
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