The Law of Corporate Finance: General Principles and EU Law: Volume III: Funding, Exit, Takeovers

(Axel Boer) #1
5.11 Shares as a Means of Payment 267

Recommencement of share trading for Eurotunnel Units. Following the publi-
cation of the provisional results of the exchange tender offer, the English and
French market authorities (FSA and AMF) decided that trading in the Units could
recommence from 29 May 2007.
Publication of the final result of the initial acceptance period. The final results
of the initial acceptance period of the exchange tender offer were published by the
AMF on 31 May 2007. Units representing 87.29% of the share capital in circula-
tion were tendered to the offer.
Reopening of the bid under French law. Under French law, the bid was re-
opened automatically. Shareholders in Eurotunnel plc and Eurotunnel SA who had
not yet tendered their shares to the offer had the opportunity to do so in the second
acceptance period from 1 June to 14 June 2007.
The reopening of the bid gave those who had not yet tendered their Units a
chance to avoid becoming a small minority with illiquid shares. At the same time,
the reopening of the bid gave GET SA a change to reduce the size of the minority
block and thus to make it easier to take Eurotunnel SA and Eurotunnel plc private
and use squeeze-out rights.
The conditions of the offer remained identical to the original offer. Remaining
shareholders of Eurotunnel SA and Eurotunnel plc could tender their Units of Eu-
rotunnel SA and Eurotunnel plc on the following terms: one GET SA ordinary
share for one Eurotunnel Unit; and one warrant to subscribe for GET SA ordinary
shares for each Eurotunnel Unit tendered.
However, notes redeemable in shares (NRS) were only available for subscrip-
tion by shareholders having tendered their Units to the offer during the initial pe-
riod.
Publication of the final results of the exchange tender offer. The final results of
the exchange tender offer were published by the AMF on 21 June 2007. Units rep-
resenting 93.04% of the share capital of Eurotunnel SA and Eurotunnel plc were
tendered.
Applying for a listing of GET SA shares and warrants. As the settlement of the
offer would occur on 28 June 2007, GET SA submitted an application to Euronext
for the initial listing of its shares and warrants and requested that the initial listing
should take place on 2 July 2007 (for listing requirements and the competent au-
thorities, see section 5.9.2).
Settlement, issuing of new GET SA shares and warrants. The settlement of the
exchange tender offer and the financial restructuring took place on 28 June 2007.
On that date, the parties took most of the steps to implement the Eurotunnel Safe-
guard Plan that was approved by the Paris Commercial Court. In particular, the
settlement of the exchange tender offer meant that new GET SA shares and war-
rants were issued in exchange for Units tendered to the offer.
Admission of GET shares and warrants to trading (listing). The securities were
admitted to trading following the completion of the final formalities required for
the implementation of the Safeguard Plan. The first admission of the securities to
trading took place on 2 July 2007.
Shares and warrants issued by GET SA were admitted to trading on Eurolist by
Euronext.

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