266 5 Equity and Shareholders’ Capital
Code that limited the circumstances in which the offer could lapse or be with-
drawn.
Publication of the offer document. The offer document could now be made pub-
lic.^660 The next step was the opinion of the targets’ boards.
Opinion of the targets’ boards. According to the Directive on takeover bids, the
board of the target (“offeree”) company must “draw up and make public a docu-
ment setting out its opinion of the bid and the reasons on which it is based, includ-
ing its views on the effects of implementation of the bid on all the company’s in-
terests and specifically employment, and on the offeror’s strategic plans for the
offeree company and their likely repercussions on employment and the locations
of the company’s places of business”. In addition, the board of the offeree com-
pany must “at the same time communicate that opinion to the representatives of its
employees or, where there are no such representatives, to the employees them-
selves”.^661
The Joint Board of Eurotunnel (the board of Eurotunnel plc and Eurotunnel
SA) unanimously recommended to Unitholders that they tender their Units to the
offer launched by GET SA.
The time allowed for acceptance of the bid. The initial acceptance period ran
from 10 April until 15 May 2007. With the permission of the AMF, GET SA an-
nounced that the offer would remain open for acceptances until 21 May 2007.^662
Resolutions of the offeror’s general meeting. On 23 April 2007, the extraordi-
nary general meeting of Groupe Eurotunnel SA (GET SA) and that of its subsidi-
ary Eurotunnel Group UK plc (EGP) were held. The general meetings conferred
on the boards of directors of GET SA and EGP the authority necessary to issue the
relevant securities described in the Securities Note.^663
Change of conditions. With the permission of the AMF, the acceptance condi-
tion for the offer was reduced from 60% to 50% of the outstanding Eurotunnel
Units.^664
Suspension of share trading. On 22 May 2007, the tender offer for Eurotunnel
Units had closed and the parties were waiting for the results of the offer to become
clear. AMF decided to suspend trading in Eurotunnel shares to protect the mar-
kets. Because of Eurotunnel’s bi-national nature, the suspension of share trading
was extended to the London Stock Exchange.^665
Publication of the provisional results of the offer. On 25 May 2007, the provi-
sional results of the offer were published by the AMF.^666 Around 87% of the share
capital of Eurotunnel SA and Eurotunnel plc was tendered to the offer. In practice,
the provisional results meant that Eurotunnel was saved from financial ruin.
(^660) Articles 6(2) and 8 of Directive 2004/25/EC (Directive on takeover bids).
(^661) Article 9(5) of Directive 2004/25/EC (Directive on takeover bids).
(^662) See Articles 6(2), 6(3)(j) and 7 of Directive 2004/25/EC (Directive on takeover bids).
(^663) Articles 25(2) and 29(5) of Directive 77/91/EEC (Second Company Law Directive).
(^664) See Article 6(3)(h) of Directive 2004/25/EC (Directive on takeover bids).
(^665) See Articles 41 and 50(2)(j) of Directive 2004/39/EC (MiFID).
(^666) Article 13(d) of Directive 2004/25/EC (Directive on takeover bids).