Regulatory News:
In accordance with its policy in favor of employee shareholding,
TotalEnergies SE (the “Corporation”) (Paris:TTE) (LSE:TTE)
(NYSE:TTE) is implementing its annual capital increase reserved for
employees and former employees of the TotalEnergies company (the
“Company”). Through this operation, TotalEnergies SE intends to
continue involving its employees in the Company’s growth. Employee
shareholders, within the meaning of Article L. 225-102 of the
French Commercial Code and article 11 par. 6 of the Articles of
Association of TotalEnergies SE, held 7.4% of TotalEnergies SE’s
share capital as of December 31, 2023.
The sixteenth resolution of the Shareholders’ Meeting held on
May 26, 2023 granted the Board of Directors (the “Board”) the
authority to decide, within a maximum period of 26 months, to carry
out one or more capital increases of ordinary shares without
preferential subscription rights, not to exceed 1.5% of the share
capital at the date of the Board meeting deciding on the operation
and reserved to members of a savings plan pursuant to the
provisions of Articles L. 225-129 et seq., L. 225-138 and L.
225-138-1 of the French Commercial Code and Articles L. 3332-1 to
L. 3332-9 and L. 3332-18 to L. 3332-24 of the French Labor
Code.
The Board, pursuant to the above-mentioned authorization,
decided during its meeting on September 21, 2023, to carry out, in
2024, a new share capital increase reserved for employees and
former employees of the Company pursuant to the following
conditions:
- Maximum number of shares to be offered and total amount of
the offer: 18 million shares with a nominal value of €2.50
each, representing a total nominal amount of €45 million, which is
the equivalent of 0.72% of the share capital as of the date of the
Board’s decision.
- Description of the newly issued shares: same category as
existing TotalEnergies shares with immediate dividend rights. The
rights attached to the newly issued shares are the same as the
rights attached to the existing shares of the Corporation, and are
described in the Articles of Association of TotalEnergies SE.
- Listing of the newly issued shares on Euronext: on the
same line as existing TotalEnergies shares (ISIN code
FR0000120271), from their issuance. American Depositary Receipts
admitted to trading on the New York Stock Exchange may be issued in
exchange for the new shares.
- Share subscription price: equal to price corresponding
to the average of the closing prices of the TotalEnergies shares on
Euronext over the 20 trading sessions preceding the date of the
decision setting the opening date for the subscription period,
reduced by a 30% discount, and rounded off to the highest tenth of
a euro. The subscription price will be definitively fixed before
the beginning of the subscription period.
- Indicative timeline (subject to the Chairman and CEO’s
decision):
- Determination of the subscription price: April 25, 2024;
- Subscription period: from April 29, 2024 to May 14, 2024
(included).
Please refer to the appendix to this press release for further
information on this operation.
____
About TotalEnergies TotalEnergies is a global
multi-energy company that produces and markets energies: oil and
biofuels, natural gas and green gases, renewables and electricity.
Our more than 100,000 employees are committed to energy that is
ever more affordable, more sustainable, more reliable and
accessible to as many people as possible. Active in nearly 130
countries, TotalEnergies puts sustainable development in all its
dimensions at the heart of its projects and operations to
contribute to the well-being of people.
@TotalEnergies - TotalEnergies - TotalEnergies
- TotalEnergies
Cautionary Note The program, reserved to eligible
employees and retirees of the Company, will be implemented in
France as well as in certain foreign countries, including the
United States, where the shares offered in the United States will
be registered with the Securities and Exchange Commission (SEC).
Shares and FCPE units offered outside the United States will not be
registered with the SEC. In particular, the units of the
below-mentioned FCPEs cannot be offered or sold in the United
States directly or indirectly (or in its territories or
possessions), or for the benefit of a "U.S. Person", as defined in
American regulations. Persons wishing to subscribe to units in
these FCPEs, will have to certify, when subscribing, that they are
not "U.S. Persons". The definition of "U.S. Person" is available on
the FCPE Management Company's website (www.amundi.com).
This press release is produced for information purposes only and
does not constitute an offer for the sale or the subscription of
securities. Moreover, this press release should not be distributed
in the countries where the offering remains subject to approval of
the local authorities.
The offer will be issued only in the countries where the local
administrative and regulatory procedures have been implemented (in
particular, the registration procedures, notification, granting of
authorizations and/or applicable exemptions and the information or
the consultation of the representatives of the employees).
This press release represents the document required to qualify
for the exemption from the requirement to publish a prospectus as
defined in Articles 1 4°i) and 5°h) of the Regulation (UE)
2017/1129 of June 14, 2017.
Appendix to the press release on February
16, 2024
Issuer: TotalEnergies SE
Information related to TotalEnergies SE is available on its
website (www.totalenergies.com) and more specifically in its 2020
Universal Registration Document, the French version of which was
filed with the Autorité des marchés financiers (“AMF”) on March 24,
2023 under the registration number D. 23-0144 and is also available
free of charge at the head office of TotalEnergies SE.
Scope of the reserved offering: corporations and
Beneficiaries
Approximately 115,000 beneficiaries are eligible to participate
in the 2024 capital increase.
Subject to compliance with regulations and required
administrative approvals being obtained in the different countries,
this capital increase will be reserved to employees and former
employees of the Corporation and its French and non-French
subsidiaries, the capital or voting rights of which, as of the
opening date for the subscription period, are directly or
indirectly held at more than 50% by TotalEnergies SE (the
“Subsidiaries”), members of the PEG-A:
- employees of TotalEnergies SE and its Subsidiaries:
- who have at least 3 months of employment with the Company as of
the last day of the subscription period; and
- former employees of TotalEnergies SE or the Subsidiaries, if
they:
- have left the Company due to retirement or early
retirement;
- had made at least one payment in the PEG-A before termination
of their employment;
- still have assets invested in the PEG-A, and, thus, are members
of the plan.
Matching contribution
Employees subscribing to the offering will benefit from a
matching contribution in the form of a free allotment of additional
shares, determined based on the amount of the personal contribution
and within the limits of ten free shares per employee and within
the maximum amount of the offering set by the Board at its meeting
on September 21, 2023.
Subscription terms and conditions
The beneficiaries will have the opportunity to subscribe via
employee shareholding funds (“FCPEs”) created for the needs of this
offering and which have been approved by the AMF. In the countries
where this option is not available the shares will be directly
subscribed.
Voting rights attached to the shares subscribed through an FCPE
will be exercised by the Supervisory Board of such FCPE. With
respect to the shares subscribed directly by employees, the voting
rights will be exercised by the subscribers individually.
Maximum subscription
Pursuant to Article L. 3332-10 of the French Labor Code, the
amount of the payments made each year by an employee as part of a
savings plan (excluding matching contribution and profit-sharing
schemes, i.e., intéressement and participation) cannot exceed one
quarter of the employee’s gross annual salary.
Lock-up period for the units or shares
Pursuant to Article L. 3332-25 of the French Labor Code, shares
or FCPE units subscribed in this offering must be held during a
lock-up period of five years, except for certain early release
cases provided for by Articles L. 3324-10 et R. 3324-22 of the
French Labor Code. For beneficiaries who are not French tax
residents, the list of early release cases may be adapted due to
legal provisions applicable locally.
Rule for reduction of subscription requests
The capital increase will be fulfilled by the total number of
shares subscribed directly by employees and via the FCPEs. If the
total number of subscribed shares exceeds the maximum number of
shares offered by the Board of Directors at its meeting on
September 21, 2023 (18 million shares, including shares allotted as
an immediate employer contribution), the subscriptions will be cut
back in the following manner:
- all subscription undertakings will be fully honored up to the
subscription average, defined as the quotient between the maximum
number of shares offered by the Board and the number of
subscribers,
- subscriptions undertakings that exceed the subscription
average will be fulfilled in proportion to the number of
subscription undertakings not yet fulfilled with the reduction
being made as follows:
- the reduction will be carried out on a pro rata basis according
to the subscription undertakings; and
- the reduction will be carried out first on the portion of the
offer paid in cash, then on the portion paid with salary advance
and then, when applicable, on the portion paid with profit-sharing
schemes.
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