2007 Reference Document for Groupe Eurotunnel SA PDF file size

5. INFORMATION ABOUT GET SApublic prosecution department, a large majority of the transactions necessary for the implementation of theSafeguard Plan took place on 28 June 2007. The transactions that took place were:the GET SA Ordinary Shares were issued to the Unitholders who tendered their Units to the Offer in exchangefor their Units;the cash payments due in respect of the early repayment of the Senior Debt, the Fourth Tranche Debt, of theTier 1A Debt, of the Tier 1 Debt and the Tier 2 Debt were made;the NRS and the corresponding ENHC Ordinary Shares were issued, and the cash payments made, to theholders of the Tier 3 Debt and the Noteholders;the Warrants were issued to the Unitholders who tendered their Units to the Offer, as well as to theNoteholders; andthe GET SA Preferred Share and the EGP Preferred Share were issued to ENHC.A total of 2,368,864,450 Units, representing 93.04% of the share capital of TNU SA and TNU PLC, were tendered tothe Public Offer. As a result: (i) 2,368,864,450 GET SA Ordinary Shares were issued in exchange for these Units;(ii) 2,368,864,450 Warrants were issued to the Unitholders who tendered their Units to the Offer; and(iii) 1,938,161,823 Warrants were issued to the Noteholders.In addition, 7,155,630 NRS I and 11,539,914 (1) NRS II were issued by EGP, in accordance with the Safeguard Plan.The principal terms and conditions of the NRS Issued by EGP are as follows:the NRS are divided into two series, the NRS I and the NRS II. The NRS I are not redeemable in cash at theoption of EGP, while the NRS II are redeemable in cash at the option of EGP;the redemption of the NRS II redeemable in cash at the option of EGP shall be equal to 140% of their par value;the NRS II, redeemable in cash, bear interest at a rate of 6% per annum, while the NRS I, not redeemable incash, bear interest at 3% per annum;the NRS I will be automatically redeemable in GET SA Ordinary Shares, in part in the 13 th month, in part in the25 th month, and the balance in the 37 th month following the date of their issue;the NRS II will be automatically redeemable in GET SA Ordinary Shares, if they have not already beenredeemed in cash, in the 37 th month following the date of their issue;following the consolidation of the GET SA Ordinary Shares, the redemption ratio of the NRS I and the NRS II is22.77 GET SA Ordinary Shares;in accordance with the Safeguard Plan and its implementation, the NRS were issued to:– the holders of Tier 3 Debt, up to 430,523,821.20 pounds and 783,729,300 euros, in consideration for thetransfer of all their claims under the Tier 3 Debt to EGP;– the Noteholders, up to 104,827,423.80 pounds and 183,547,200 euros, in consideration for the transfer toEGP of all their claims under the Notes to EGP; and– the Tier 3 Cash Option Providers, up to 35,691,106 pounds and 64,972,400 euros, in consideration for theircommitments under the Tier 3 Cash Option Provider Agreement.GET SA issued Warrants allowing their holders to subscribe for GET SA Ordinary Shares in the event of therealisation of an increase in value for Eurotunnel Group. The Warrants are admitted to trading on Euronext Paris.55% of the Warrants were allocated to the Unitholders who tender their Units to the Offer, and 45% of the Warrantsallocated to the Noteholders. The Warrants are exercisable, conditions permitting, in 2011. These Warrants, ifexercisable in 2011, will allow holders who exercise their Warrants in 2011 to subscribe for GET SA Ordinary Shares(1)Following the early cash redemption of the NRS II on 10 April 2008, 5,528,805 NRS II remain in issue (the Unredeemed NRS II).17