Regulatory News:
In accordance with its ambitious policy in favor of Employee
Shareholding, TOTAL S.A. (the “Company”) (Paris:FP) (LSE:TTA)
(NYSE:TOT) is implementing its annual capital increase reserved for
employees and former employees of the TOTAL group (the “Group”).
Through this operation, TOTAL S.A. intends to continue involving
its employees in the Group’s business and growth. Employee
shareholders, within the meaning of Article L. 225-102 of the
French Commercial Code, held 5.30% of the Company’s share capital
as of December 31, 2019.
The eighteen resolution of the Shareholders’ Meeting of June 1,
2018 granted the Company’s 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
Company's share capital at the date of the Board meeting resolving
on the operation and reserved to members of a savings plan pursuant
to the provisions of Articles L. 225-129 and seq., 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 18, 2019 to carry out, in
2020, a new share capital increase reserved for employees and
former employees of the Group pursuant to the following
conditions:
✓ Maximum number of shares 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 0.67% of the Company’s share capital as of the date
of the Board’s decision.
✓ Description of the newly-issued shares: same category
as existing shares with immediate dividend rights. The rights
attached to the newly-issued shares are the same than the rights
attached to the existing shares of the Company, and are described
in the Articles of Association of TOTAL S.A.
✓ Listing of the newly–issued shares on Euronext Paris:
on the same line as existing shares (ISIN code FR0000120271), from
their issuance. American Depositary Receipts corresponding to the
newly-issued shares may also be listed on the New York Stock
Exchange.
✓ Share subscription price: average of the closing prices
of the TOTAL shares on Euronext Paris over the 20 trading sessions
preceding the date of the Chairman and CEO’s decision setting the
opening date for the subscription period (“Reference Price”),
reduced by a 20% discount and rounded off to the highest tenth of a
euro.
✓ Indicative timeline (subject to the Chairman and CEO’s
decision):
- Determination of the subscription price:
April 29, 2020; - Subscription period: from May 6, 2020 to May 18,
2020 (included).
Please refer to the appendix to this press release for further
information on this operation.
About Total
Total is a major energy player, which produces and markets
fuels, natural gas and low-carbon electricity. Our 100,000
employees are committed to better energy that is safer, more
affordable, cleaner and accessible to as many people as possible.
Active in more than 130 countries, our ambition is to become the
responsible energy major.
* * * * *
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 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 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 Articles 1 4°i) and 5°h) of the Regulation (UE)
2017/1129 of June 14, 2017.
* * * * *
Appendix to the press release on February
21st, 2020
Issuer: TOTAL S.A. Information related to the Company is
available on its website (www.total.com) and, in particular, in its
2018 Registration Document, the French version of which was filed
with the AMF on March 20, 2019 under the registration number
D.19-0171. 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).
Companies concerned and Beneficiaries of the reserved
issue Approximately 100,000 beneficiaries are eligible to
participate in the 2020 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 retirees of
the Company and its French and non-French subsidiaries which
capital or voting rights as of the opening date for the
subscription period are directly or indirectly held at more than
50% by TOTAL S.A. (the “Subsidiaries”) and that have joined the
PEG-A:
- Employees of TOTAL S.A. and its Subsidiaries:
- who have at least 3 months of employment with the Total Group
as of the last day of the subscription period; and
- Retirees of TOTAL S.A. or the Subsidiaries, provided that
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.
Offers
- The Classic Offer will be available 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 will be
available in France and in countries where applicable legal and tax
constraints permit. In this offer, the subscriber will benefit from
the guarantee of their personal contribution and a minimum return
or, if higher, a multiple of the protected average increase of the
Reference Price;
Regardless of the offer elected 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
September 18, 2019). In certain countries where they cannot receive
the matching contribution in the form of a free allotment of
additional shares, the employees, pursuant to the nineteenth
resolution of the Shareholders’ Meeting of June 1, 2018, will be
granted free shares that will be definitely granted after the end
of a 5-year vesting period. A maximum of 100,000 newly-issued
shares could therefore be finally granted.
Subscription terms and conditions The beneficiaries will
have the opportunity to subscribe via Employee Shareholding funds
(“FCPEs”). In the countries where this option is not available the
shares will be directly subscribed. The FCPEs created for the needs
of this offering were approved by the AMF in October 2019.
Voting rights attached to 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. For the Capital + offer, 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
directly by employees and via the FCPEs. If the total number of
subscribed shares exceeds the limit set by the Board of Directors
at its meeting on September 18, 2019 (18 million shares, 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, the 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 + offer may generate hedging
operations on behalf of the financial institution structuring the
offer, in particular from the beginning of the period of
calculation of the Reference Price and during the entire period of
the offering.
* * * * *
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Total contacts Media Relations: +33 1 47 44 46 99 l
presse@total.com l @TotalPress Investors Relations: +44 (0)207 719
7962 l ir@total.com
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