Groupe Eurotunnel SA : Press release.

(From Hugin)

GET 2009/15 27 April 2009 For immediate release Issue by Groupe Eurotunnel SA (GET SA or the Company) of 178,730 new ordinary shares issued as consideration for the merger of TNU SA into GET SA. This press release has been drawn up in accordance with article 12 of AMF Instruction N 2005-11 of 13th December 2005 On 3 March 2009, the boards of directors of GET SA and TNU authorised the signature of the draft merger agreement relating to the merger of TNU SA into GET SA (the Merger). The Merger is subject to approval by the shareholders meetings of TNU SA and GET SA due to be held on 28 April 2009 and 6 May 2009 respectively. The merger will take place once the various intra-group transfers have been completed, in particular the disposal of Units held by EGP to GET SA, of CTG by TNU PLC to TNU SA, and of the amended bond debt by EGP to GET SA, and the de-stapling of TNU SA and TNU PLC shares and the twinning of the shares of FM and CTG. The merger does not involve TNU PLC and thus does not affect TNU's historical travel privileges, which remain tied solely to the holding of TNU PLC shares. Under the terms of the Merger Agreement (Traite de Fusion), dated 10 March 2009 between GET SA and TNU SA, the Merger will be made on the basis of an exchange of 0.001008 of one new ordinary share of GET SA for each share of TNU SA (i.e., a merger ratio of 992 TNU SA shares for 1 new GET SA ordinary share). The TNU SA shares are currently twinned one-for-one with TNU PLC shares as TNU Units. This twinning will be eliminated prior to the Merger, on condition precedent of approval of such elimination by the general meeting of GET SA shareholders. The exchange ratio has been determined in accordance with the work of Associes en Finance, the independent expert engaged for this transaction. It corresponds to a value of 146.8 million for TNU SA and 3.4 billion for GET SA. As part of its work, Associes en Finance has confirmed the value of the assets of the Eurotunnel Group as described in the consolidated accounts of GET SA as at 31 December 2008. The expert has estimated the value of the Concession at 6.9 billion and that of the amended bond debt at 2.4 billion (92.8% of its nominal value). The Merger and related intra-group transfers are transacted on the basis of these values. Jean-Pierre Colle and Thierry Bellot, appointed merger appraisers pursuant to a decision of the president of the Paris Commercial Court dated 4 February 2009 have indicated that on the basis of the work carried out to date, they consider the merger ratio (of 0.001008 ordinary shares of GET SA for 1 share of TNU SA leading to the issue of 1 GET SA …