SDES

Redemption in shares of the SDES issued in March 2008

In accordance with the terms set out in the Securities Note of 20 February 2008 (AMF approval no.08-032), for SDES holders who did not opt for early redemption, SDES will be redeemed in ordinary shares of Groupe Eurotunnel SA, at the latest on 6 September 2010 on the basis of a redemption ratio of 118.61 ordinary shares in Groupe Eurotunnel SA for each SDES as adjusted in accordance with the said Securities Note.

Only whole shares will be allocated on redemption of the SDES. You will therefore only receive the whole number of ordinary shares you are entitled to and the fractional entitlement will be paid to you on the basis of the share price defined in the terms and conditions governing these securities.

Whether you retain your SDES (ISIN FR0010585505) until their final redemption date or you requested their early redemption, you will receive shares under ISIN FR0010585513 which, provided you retain them until 6 March 2011, will give rise to additional conditional remuneration as defined in the Securities Note (08-032) approved by the AMF. Holders of SDES acquired on the market (ISIN FR0010585497) will receive shares under ISIN FR0010533075.

The GET shares issued in 2010 in redemption of the SDES will be entitled to the payment of any dividend relating to the 2010 financial year paid in 2011.

Early cash redemption of the NRS II

The board of directors of Groupe Eurotunnel SA decided that the requisite conditions were present to proceed with the raising of new funds to enable the early cash redemption of the NRS II issued by Eurotunnel Group UK PLC (EGP) within the framework of the restructuring provided for in the Safeguard Plan.

The aims of this transaction, which aims to raise the necessary funds for the complete redemption of the NRS II (i.e. approximately 1.7 billion euros), are as follows:

  • to save on the financial costs associated with the NRS II (representing a saving of c.€68 million per annum excluding the remuneration of the SDES – see below) and to create headroom which may allow the company to consider the distribution of its first dividend;
  • to reach, more rapidly than expected, the stage at which the definitive number of shares comprising the share capital is known and stabilised;
  • to facilitate the increase in existing shareholders’ proportionate share of the company’s equity, by completing the early redemption of NRS II, approximately half even before the first period of redemption in shares of part of the NRS I scheduled for July 2008;
  • to encourage shareholder loyalty by granting new or existing shares, or their equivalent value in cash, to those who subscribe for securities in connection with either of the two phases discussed below* and hold them for three years.

In order to ensure the success of this transaction in an environment characterised by the instability of financial markets, the board of directors decided to split the transaction into two phases, in particular, in view of the total sums to be raised:

  • First phase: an issue of subordinated deferred equity securities redeemable in shares (SDES) for €800 million. This issue, without pre-emption rights but with a priority subscription period for existing shareholders is already fully underwritten;
  • Second phase: a rights issue launched subsequently to the SDES issue and as soon as possible depending on market conditions, of a maximum amount of approximately €900 million, by way of allotment for free of warrants to the shareholders, entitling them to subscribe for new ordinary shares.

The SDES offer does not constitute a public offer in any other jurisdiction than France and the United-Kingdom.

For more information (Documents accessible from France and from the United-Kingdom), read:

Who to contact if you wish to subscribe?

Please contact your usual financial intermediary (broker or banker).

BNP PARIBAS SECURITIES SERVICES
T: 0810 139 570 (from France – low call)
T: +33 1 55 77 41 02 (from abroad)
Paris.bp2s.get.sa.shareholders@bnpparibas.com

COMPUTERSHARE INVESTOR SERVICES PLC
www.investorcentre.co.uk/contactus
Tel: 0 870 703 0039 (Local rate)

Please contact your financial intermediary (broker or banker) who manages your portfolio.

Qualified investors recognised as such may obtain a copy of the International Offering Circular by contacting Citi, Lazard, Natixis or Lehman Brothers.

From February 2008, you can contact us on 0800 00 10 12 (from France) (or +33 1 57 43 75 07 from abroad) Monday to Friday between 8.45 a.m. and 6 p.m. (French time) if you have any query on the early cash redemption of the NRS II.

* SDES and shares issued as part of the redemption of the SDES and any new shares which may be subscribed for on exercise of the warrants to subscribe for shares during the second phase.