264 5 Equity and Shareholders’ Capital
provided by an issuer or an offeror and addressed to qualified investors or special
categories of investors, including information disclosed in the context of meetings
relating to offers of securities, shall be disclosed to all qualified investors or
special categories of investors to whom the offer is exclusively addressed”.^650
Offer document in public takeover bids. According to the Directive on takeover
bids, the holders of securities to which the bid applies should be properly informed
of the terms of a bid by means of an offer document. Before the offer document is
made public, the offeror must communicate it to the supervisory authority.^651
Where the offer document is subject to the prior approval of the supervisory au-
thority and has been approved, it will be recognised in the other Member States.^652
Approval of the terms of the offer by the board. Before the filing of the offer
document, GET SA’s board of directors had to approve the terms of the offer.
The principal terms of the offer were as follows: the initial acceptance period
ran from 10 April until 15 May 2007; for each Eurotunnel Unit tendered to the of-
fer the holder was entitled to: one GET SA ordinary share and a warrant for GET
SA ordinary shares; and the acceptance threshold for the Offer was 60% of the
outstanding Units.
In addition, there were incentives to accept the offer during the initial period.
French law provides for an initial acceptance period and an additional period (see
below). Holders of Eurotunnel Units were told that if they tendered their Units to
the offer during the initial acceptance period (excluding the additional acceptance
period), they would have the right to subscribe, in cash and within certain limits,
for notes redeemable in GET SA ordinary shares (NRS). It was pointed out that
the right to subscribe for notes redeemable in GET SA ordinary shares did not
form part of the consideration offered to holders of Eurotunnel Units and that
those NSR were only available for subscription by shareholders having tendered
their Units to the offer during the initial period.
A further incentive to accept the offer was a recapitalisation process that would
be launched after the completion of the offer as part of the restructuring plan ap-
proved by the Paris Commercial Court. The recapitalisation process would dilute
the holdings of existing shareholders.
Content of the offer document, conditions. According to the Directive on take-
over bids, the offer document must generally contain “the information necessary
to enable the holders of the offeree company’s securities to reach a properly in-
formed decision on the bid”.^653 Appropriate information should also be given to
the representatives of the company’s employees or the employees directly.^654 The
Directive on takeover bids sets out the minimum content of the offer document.
According to Article 6(3) of the Directive, the offer document should state at least: (a) the
terms of the bid; (b) the identity of the offeror; (c) the securities for which the bid is made;
(d) the consideration offered; (f) the maximum and minimum percentages or quantities of
(^650) Article 15(5) of Directive 2003/71/EC (Prospectus Directive).
(^651) Article 6(2) of Directive 2004/25/EC (Directive on takeover bids).
(^652) Article 6(1) of Directive 2004/25/EC (Directive on takeover bids).
(^653) Article 6(2) of Directive 2004/25/EC (Directive on takeover bids).
(^654) Recital 13 of Directive 2004/25/EC (Directive on takeover bids).