268 5 Equity and Shareholders’ Capital
There was a secondary listing on the London Stock Exchange.^667 Investors who
wanted to invest in the Groupe Eurotunnel SA but trade their securities in London
could buy CREST^668 Depository Interests (CDIs) through a financial intermediary.
The CDIs represented a right to one share and/or warrant in GET SA.
The notes redeemable in GET SA shares issued by Eurotunnel Group UK plc
were admitted to trading on Eurolist by Euronext and on the London Stock Ex-
change.
Delisting of Eurotunnel Units. Following the implementation of the Reorgani-
sation Plan, GET Eurotunnel SA was the holder of over 90% of the Eurotunnel SA
and Eurotunnel plc Units. The market for the Units no longer met the liquidity re-
quirements for the listing of the Units on Eurolist by Euronext or the Official List
of the UK Listing Authority (FSA) or their admission to trading on the London
Stock Exchange.
This meant that there was a reason to delist them.^669 Holders of Eurotunnel
Units were first told that the listing of the Units may be cancelled. They were then
informed of the cancellation of the listing in London and of the commencement of
a notice period of 20 business days.^670 Information about the delisting was also
given to the general meetings of Eurotunnel SA and Eurotunnel plc. On 29 July
2007, GET SA, the holder of more than 90% of shares in Eurotunnel SA and Eu-
rotunnel plc, filed an application with the UK Listing Authority (FSA) for the can-
cellation of the listing of the Eurotunnel Units in London.^671 The UK Listing Au-
thority confirmed that delisting would become effective on 30 July 2007.
5.11.7 Fairness, Price, Existence of a Market
Company and securities markets laws tend to address questions of fairness, price
and the existence of a market in the context of mergers and share exchanges, be-
cause these questions are relevant for shareholders in the participating companies.
Where a company takes over another company (the target) by issuing new
shares to the target’s shareholders, the company will obtain new shareholders and
the holdings of its existing shareholders will be diluted. The company’s existing
shareholders are likely to lose, if the harm sustained by them directly or indirectly
will not be compensated through direct or indirect benefits.
For example, the offeror company’s existing shareholders may lose directly, if:
the share exchange ratio is too high (too many shares for one share in the target);
or they lose a qualified majority or minority which enabled them to take important
decisions or block them.
(^667) For secondary listings under the Listing Rules, see LR 14.
(^668) CREST is the UK’s electronic settlement systems for shares and certain other securities.
CREST is operated by CRESTCo Limited in accordance with the Uncertificated Securi-
ties Regulations 2001 (as amended).
(^669) Article 41(1) of Directive 2004/39/EC (MiFID). For English law, see LR 5.2.2 G.
(^670) LR 5.2.7 R.
(^671) LR 5.2.2 G.