Regulatory News:
In accordance with its policy in favor of Employee Shareholding,
TOTAL S.A. (Paris:FP) (LSE:TTA) (NYSE:TOT) (the “Company”) 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 5.3% 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: 26.20 EUR per share,
corresponding to the average of the closing prices of the TOTAL
shares on Euronext Paris over the 20 trading sessions preceding
April 29 (“Reference Price”), reduced by a 20% discount and rounded
off to the highest tenth of a euro.
- Timeline of the 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 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. It constitutes a corrigendum to the
information communicated in the appendix to the press release of
February 21, 2020.
* * * * *
Appendix to the press release on May 4th,
2020
Issuer: TOTAL S.A.
Information related to the Company is available on its website
(www.total.com) and, in particular, in its 2019 Universal
Registration Document, the French version of which was filed with
the AMF on March 20, 2020 under the registration number D. 20-0148
and 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 is 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 is not available.
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 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.
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, 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:
- on a pro rata basis according to the subscription; and
- 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.
* * * * *
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Total contacts Media Relations: +33 1 47 44 46 99 l
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