TIDMTTA
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: Ordinaryshares 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 EUR2.50 each, representing a
total
nominal amount of EUR45 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
EUR2.50
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.
-- 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.
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 OPERATIONS
The 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.
NOTICE
The 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 CONTACT
For 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 EUR542 051 180 R.C.S.
Nanterretotal.com
TOTAL S.A.Mike SANGSTERNicolas FUMEXKim HOUSEGORomain
RICHEMONTTel. : + 44 (0)207 719 7962Fax : + 44 (0)207 719 7959
or
Robert HAMMOND (U.S.)Tel. : +1 713-483-5070Fax : +1
713-483-5629
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(END) Dow Jones Newswires
November 25, 2016 12:54 ET (17:54 GMT)
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