5.11 Shares as a Means of Payment 265securities which the offeror undertakes to acquire; (g) details of any existing holdings of the
offeror in the offeree company; (h) all the conditions to which the bid is subject; (i) the of-
feror’s intentions with regard to the future business of the offeree company and, in so far as
it is affected by the bid, the offeror company; the offeror’s strategic plans for the two com-
panies and the likely repercussions on employment and the locations of the companies’
places of business; and the offeror’s intentions as regards jobs and material changes in the
conditions of employment; (j) the time allowed for acceptance of the bid; (k) where the
consideration offered by the offeror includes securities of any kind, information concerning
those securities; (l) information concerning the financing for the bid; (m) the identity of
persons acting in concert with the offeror or with the offeree company; (n) the national law
which will govern contracts concluded between the offeror and the holders of the offeree
company’s securities as a result of the bid and the competent courts.
The offer was subject to a number of conditions: an acceptance condition (valid
acceptances in respect of not less than 60% of Eurotunnel units); the passing of
resolutions authorising the issue of shares in GET SA (the board of directors of
GET SA had approved the offer and convened an extraordinary meeting of share-
holders to pass resolutions authorising the issue of new shares); limited with-
drawal rights;^655 and the condition that the reorganisation of Eurotunnel would not
fail. (For conditions generally, see section 19.10.)
Formal approval of the offer document. The nature of the Units again meant
that both the AMF (insofar as the offer related to shares in Eurotunnel AS) and the
Takeover Panel (insofar as the offer related to shares in Eurotunnel plc) were
competent authorities.^656 GET SA could therefore not directly benefit form the
principle that an offer document approved by the competent authority in one
Member State must be recognised in other Member States.^657 The dual jurisdiction
forced the AMF and the Takeover Panel to cooperate.
The terms of the offer launched by GET SA and the related offer document
were subject to formal approval by the AMF before the opening of the offer for
acceptances.^658 Following the filing of the registration document relating to GET
SA with the AMF on 21 March 2007, GET SA filed the offer with the AMF on 23
March 2007. The offer document was approved by the AMF on 3 April 2007.^659
In England, the Takeover Panel agreed to waive the application of several rules.
For example, the Takeover Panel agreed that the timetable relating to the offer
would be established by the AMF in accordance with the provisions of article
231–31 of the General Regulations of the AMF rather than the strict rules of the
Takeover Code. In addition, the Takeover Panel waived Rule 13 of the Takeover
(^655) In the event that the offer had become without object (deviant sans objet) or Eurotunnel
SA or Eurotunnel plc had adopted measures that modified their substance (en raison des
measures qu’elle a prises, voit law constance modifiée). See article 232–11 of the AMF
General Regulations,
(^656) Article 4(2)(a) of Directive 2004/25/EC (Directive on takeover bids).
(^657) Article 6(2) of Directive 2004/25/EC (Directive on takeover bids).
(^658) Article 6(2) of Directive 2004/25/EC (Directive on takeover bids).
(^659) In accordance with the provisions of articles L. 621–8 of the French Monetary Code and
article 231–23 of the AMF General Regulations.