Regulatory News:
TOTAL S.A. (Paris:FP) (LSE:TTA) (NYSE:TOT) is implementing a
capital increase reserved for employees and former employees of the
TOTAL group (the “Group”), the principal terms of which are
described below. Through this operation, TOTAL S.A. intends to
further associate its employees with the Group’s business and
growth. Employee shareholders, within the meaning of Article L.
225-102 of the French Commercial Code, held 4.9% of the Company’s
share capital as of December 31, 2015.
ISSUER
TOTAL S.A. (the “Company”)
Information related to the Company is available on its website
(www.total.com) and, in particular, in its 2015 Registration
Document, the French version of which was filed with the French
Financial Markets Authority (the “AMF”) on March 16, 2016 under the
registration number D.16-0145. The Registration Document is also
available free of charge at the head office of the Company as well
as on the Company’s website (www.total.com).
FRAMEWORK OF THE ISSUANCE – PURPOSE OF THE OFFER
The twenty-third resolution of the Combined General Meeting held
on May 24, 2016 (the “General Meeting”) granted the Company’s
Board of Directors (the “Board”) the authority to decide,
within a maximum period of 26 months, on one or more capital
increases reserved to members of a company or group savings plan of
the Company and French or foreign affiliated companies pursuant to
the provisions of Articles L. 3332-1 and seq., L. 3332-18 and seq.
of the French Labor Code and Articles L. 225-129-2, L. 225-129-6
and L. 225-138-1 of the French Commercial Code.
In order to continue the development of the employees’
shareholding within the Group, and pursuant to the above-mentioned
authorization granted by the General Meeting on May 24, 2016, the
Board, at its meeting on July 27, 2016, decided to carry out a new
share capital increase reserved for employees and former employees
of the Group pursuant to the following conditions.
SECURITIES OFFERED
Pursuant to the decision of the Board at its meeting on July 27,
2016, the offering will have the following characteristics:
- Issue type: Ordinary shares
issuance by the Company, without preferential subscription rights,
for eligible employees and retirees of the Company and its French
and non-French subsidiaries that have adhered to the Group’s
Shareholder Savings Plan (“PEG-A”) and that are included in the
scope of the offering (see the paragraph “Companies concerned”
below).
- Maximum number of shares offered –
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 0.7% of the Company’s share
capital as of October 31, 2016.
- Share subscription price: The
subscription price per share is the average of the closing prices
for the Company’s shares on Euronext Paris (code ISIN FR0000120271)
over the 20 trading sessions preceding the date of the Chairman and
CEO’s decision setting the opening date for the subscription period
(the reference price) reduced by a 20% discount rounded off to the
highest tenth of a euro.This subscription price will be definitive
and will remain valid irrespective of upward or downward variations
in the Company’s share price prior to the closing of the
subscription period.
- Description of the newly-issued
shares: The newly-issued shares will be ordinary shares of the
Company, with a nominal value of €2.50 each, and of the same
category as existing shares. The newly-issued shares bear immediate
dividend rights.
- Rights attached to the newly-issued
shares: The rights attached to the newly-issued shares,
including any restrictions that apply to them, and the manner of
exercising these rights are the same as the rights attached to the
existing shares of the Company, and are described under “General
Information” concerning the Company starting on page 183 of the
2015 Registration Document.
- Listing of the newly–issued shares
on Euronext Paris: The listing of the newly-issued shares on
Euronext Paris will be requested from their issuance on the same
line as existing shares (ISIN code FR0000120271). ADRs (American
Depositary Receipts) corresponding to the newly-issued shares may
also be listed on the New York Stock Exchange, with one TOTAL ADR
representing one share of the Company.
- Entity administering the securities
service for the Company:BNP Paribas Securities ServicesGrands
Moulins de Pantin9, rue du Débarcadère93500 Pantin, France
TERMS AND CONDITIONS OF SUBSCRIPTION
- Companies concerned:This capital
increase is open to eligible employees and retirees of the Company
and its French and non-French subsidiaries in which the Company
holds, directly or indirectly, more than 50% of the voting rights
and that have adhered to the PEG-A (the “eligible subsidiaries”),
under the condition that local administrative authorizations have
been obtained.
- Beneficiaries of the reserved
issue:Employees and former employees eligible to participate
(the “beneficiaries”) are:- employees of the Company or of an
eligible subsidiary who have at least 3 months of employment with
Total Group as of the last day of the subscription period (the
“employees”); and- early retirees and retirees who, at the time of
their departure, were employees of the Company or one of the
eligible subsidiaries, and who had made at least one payment in the
PEG-A before termination of their employment, and who still have
assets invested in the PEG-A, subject to applicable local
regulations and, if applicable, the approval of the local
companies.Approximately 110,000 beneficiaries are eligible to take
part in this capital increase program.
- OffersTwo available offers:- The
Classic Offer will be offered in all countries participating in the
capital increase program reserved for employees. In this offer,
investment of the subscriber will track the price of the Total
share;- The Capital+ Offer with leverage effect will be offered in
France and in countries where applicable legal and tax constraints
permit. In this offer, the subscriber will benefit from the
guarantee of his/her personal contribution and a minimum return or,
if higher, a multiple of the protected average increase of the
Total share;Regardless of the offer chosen by the beneficiaries,
employees who subscribed 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 limit of five free shares per employee (and within
the maximum amount of the offering set by the Board at its meeting
on July 27, 2016). In certain countries, employees who do not
receive the matching contribution could be eligible to a grant of
free conditional shares pursuant to the 24th resolution of the
General Meeting of May 24, 2016. A maximum of 200,000
newly-issued shares could be thus finally delivered to these
beneficiaries after the end of a 5-year vesting period.
- Indicative calendar:- Indicative
date for the subscription price: March 15, 2017, subject to the
Chairman and CEO’s decision.- Indicative dates for the subscription
period: subject to the Chairman and CEO’s decision, the
subscription period, which is a minimum period of 5 stock market
days, may be fixed from March 16, 2017 to March 31, 2017
(included).The above-mentioned dates are indicative and may be
modified.
- Subscription and holding
methods:The beneficiaries who would like to subscribe will have
to complete, sign and return to their company the individual
subscription form, or subscribe on the website by the closing date
of the subscription period (tentatively scheduled for March 31,
2017).The beneficiaries will have the opportunity to subscribe via
Employee Shareholding funds (FCPEs), as mentioned below, except in
certain countries where the shares will be directly subscribed.For
the Classic Offer:- In France, beneficiaries will be subscribing
for shares of Total via the “TOTAL ACTIONNARIAT FRANCE RELAIS 2017”
FCPE .This “Relais” FCPE will subsequently be absorbed by the “TAF
Compartment A” of the “TOTAL ACTIONNARIAT FRANCE” FCPE, subject to
the decision of the Supervisory Boards of the FCPE and the AMF’s
approval.- In other countries, beneficiaries will be subscribing
for shares of Total via the “TOTAL ACTIONNARIAT INTERNATIONAL
RELAIS 2017” FCPE. This “Relais” FCPE will subsequently be absorbed
by the “TAIC Compartment A” of the “TOTAL ACTIONNARIAT
INTERNATIONAL CAPITALISATION” FCPE, subject to the decision of the
Supervisory Boards of the FCPE and the AMF’s approval.In certain
countries, beneficiaries will directly subscribe for shares of the
Company or for Total ADRs (for beneficiaries participating in the
offering in the United States).For the Capital+ Offer with leverage
effect:- In France, beneficiaries will be subscribing for shares of
TOTAL via the “TOTAL FRANCE CAPITAL + 2017 ” Compartment of the
“TOTAL FRANCE CAPITAL+” FCPE;- In other countries, employees of
companies established in the countries where the Capital + offer
can be implemented will be subscribing for shares of Total via the
Compartment “TOTAL INTL A CAPITAL+ 2017” or the Compartment “TOTAL
INTL B CAPITAL + 2017” of the “TOTAL INTL CAPITAL” FCPE, depending
on the structure set for each country.The FCPEs created for the
needs of this offering were approved by the AMF on September 23,
2016.Voting rights attached to shares subscribed through an FCPE
will be exercised by the Supervisory Board of the relevant FCPE.
With regards to the shares subscribed directly by employees, the
voting rights will be exercised by the subscribers
individually.
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.
For the Capital + offer with leverage effect, the limit of one
quarter of the employee’s gross annual salary comprises the
additional contribution provided by the bank.
- 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, with the exception of
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
reduced 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 to via the FCPEs referred to above and
directly by employees in certain countries. If the total number
described above exceeds the 18 million shares limit set by the
Board of Directors at its meeting on July 27, 2016, including
additional shares of the matching contribution, the subscriptions
will be cut back in the following manner:- all subscription
commitments up to the “Subscription Average” (defined as the
quotient between the amount set aside by the Board and the number
of subscribers) will be honored in full; and- subscriptions
commitments that exceed the Subscription Average will be fulfilled
in proportion to the number of subscription commitments not yet
fulfilled with the reduction being made as follows:
• for subscriptions to both the Classic and
Capital + offers, the reduction will be made to each offer on a pro
rata basis according to the subscription for each of the offers;
and
• for each offer, reduction will be made
first on the portion of the offer paid for with salary advances,
then on the portion paid for in cash.
HEDGING OPERATIONSThe implementation of the Capital +
leveraged offer could cause the financial institution that is the
counterpart of the swap operation to conduct hedging operations, in
particular from the beginning of the period of calculation of the
reference price and during the entire period of the offering.
NOTICEThe program, reserved to eligible employees and
retirees of the Group, will be implemented in France as well as in
certain foreign countries, including the United States, where the
Total 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 have not been and will not be
registered with the SEC. In particular, the units of the
above-mentioned FCPEs cannot be offered or sold in the United
States of America 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 is 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 the Prospectus Directive 2003/71/CE transposed into the
internal law of the Member States of the European Union and, with
respect to French law, in Articles 212-4 (5°) and 212-5 (6°) of the
AMF General Regulations and Article 14 of the AMF instruction
n°2005-11 of December 13, 2005.
EMPLOYEE CONTACTFor questions relating to the capital
increase program, beneficiaries may consult the information
available on the dedicated intranet site www.totalcapital2017.com
from February 3, 2017 or contact their Human Resources
Department.
* * * * *
About Total
Total is a global integrated energy producer and provider, a
leading international oil and gas company, and the world’s
second-ranked solar energy operator with SunPower. Our 96,000
employees are committed to better energy that is safer, cleaner,
more efficient, more innovative and accessible to as many people as
possible. As a responsible corporate citizen, we focus on ensuring
that our operations in more than 130 countries worldwide
consistently deliver economic, social and environmental benefits.
total.com
TOTAL S.A.Capital : 6 321 148 030 €542 051 180 R.C.S.
Nanterretotal.com
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version on businesswire.com: http://www.businesswire.com/news/home/20161125005278/en/
TOTAL S.A.Mike SANGSTERNicolas FUMEXKim HOUSEGORomain
RICHEMONTTel. : + 44 (0)207 719 7962Fax : + 44 (0)207 719
7959orRobert HAMMOND (U.S.)Tel. : +1 713-483-5070Fax : +1
713-483-5629
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