Regulatory News:
On August 27th, 2020, TOTAL SE (Paris:FP) (LSE:TTA)
(NYSE:TOT) (the “Company”) successfully priced its issuance
of €1,000,000,000 undated non-call 10 year deeply subordinated
fixed rate resettable notes (the “New Notes”) with a fixed
coupon of 2.000% until the first call date. The New Notes are
scheduled to be admitted to trading on Euronext Paris. It is also
expected that the rating agencies will assign the New Notes a
rating of A2/A- (Moody's/ S&P) and 50% equity credit. The
issuance of the New Notes is expected to occur on 4 September
2020.
On August 27th, 2020, the Company launched a tender offer (the
“Tender Offer”) in order to partially repurchase its undated
deeply subordinated fixed rate resettable notes with a first call
date on 26 February 2021 (ISIN: XS1195201931) issued by the Company
on 26 February 2015, of which €1,000,000,000 are currently
outstanding, and admitted to trading on Euronext Paris (the
“Existing Notes”). The Tender Offer is subject to a
maximum acceptance amount which will be determined and announced by
the Company in its sole and absolute discretion as soon as
reasonably practicable on 3 September 2020 (the “Maximum
Acceptance Amount”).
The purpose of the Tender Offer and the planned issuance of New
Notes is, amongst other things, to proactively manage the Company's
hybrid portfolio while intending to maintain the aggregate size of
the stock of outstanding hybrid notes at around the same level. The
funds resulting from the issuance of the New Notes will be used to
finance the partial repurchase of the Existing Notes and for
general corporate purposes.
Disclaimer
United States
The New Notes have not been nor will be registered under the
United States Securities Act of 1933, as amended (the
“Securities Act”) nor with any securities regulatory
authority of any state or other jurisdiction of the United States
and the New Notes may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. Persons (as
defined in Regulation S under the Securities Act (“Regulation
S”)) except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act. Accordingly, the New Notes may be offered or sold solely to
persons who are not U.S. Persons outside the United States in
reliance on Regulation S.
For the purposes of the above paragraph, United States
means the United States of America, its territories and possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands), any state of
the United States of America and the District of Columbia.
This announcement does not constitute an invitation to
participate in the Tender Offer or the issuance of New Notes in or
from any jurisdiction in or from which, or to or from any person to
or from whom, it is unlawful to make such invitation under
applicable securities laws. The distribution of this announcement
in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement comes are required to inform
themselves about, and to observe, any such restrictions.
Tenders of Existing Notes for purchase pursuant to the Tender
Offer will not be accepted from qualifying holders in any
circumstances in which such offer or solicitation is unlawful. The
Company does not make any recommendation as to whether or not
qualifying holders should participate in the Tender Offer.
The Tender Offer is not being made and will not be made directly
or indirectly in or into, or by use of the mails of, or by any
means or instrumentality (including, without limitation, facsimile
transmission, telex, telephone, email and other forms of electronic
transmission) of interstate or foreign commerce of, or any facility
of a national securities exchange of, the United States or to U.S.
Persons as defined in Regulation S and Existing Notes may not be
tendered in the Tender Offer by any such use, means,
instrumentality or facility from or within the United States, by
persons located or resident in the United States of America (“U.S.
holders” within the meaning of Rule 800(h) under the Securities
Act). Accordingly, any documents or materials related to the Tender
Offer are not being, and must not be, directly or indirectly,
mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or
trustees) in or into the United States or to any such person. Any
purported tender instruction in response to this Tender Offer
resulting directly or indirectly from a violation of these
restrictions will be invalid, and tender instructions made by a
person located or resident in the United States of America or any
agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States will not be accepted.
European Economic Area and the United Kingdom
This press release does not constitute a prospectus for the
purposes of Regulation (EU) 2017/1129 (the “Prospectus
Regulation”).
Prohibition of Sales to European Economic Area and United
Kingdom Retail Investors. The New Notes are not intended to be
offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in
any European Economic Area (the “EEA”) Member State or in
the United Kingdom (“UK”). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive
2014/65/EU as amended (“MiFID II”) or (ii) a customer within
the meaning of Directive 2016/97/EU (as amended), where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II. No key information document
required by Regulation (EU) No 1286/2014 (the “PRIIPs
Regulation”) for offering or selling the New Notes or otherwise
making them available to retail investors in the EEA or in the UK
has been or will be prepared and therefore offering or selling the
New Notes or otherwise making them available to any retail investor
in the EEA or in the UK may be unlawful under the PRIIPs
Regulation.
EEA and UK. In any EEA Member State and in the UK (each,
a “Relevant State”), this communication is only addressed to
and is only directed at qualified investors within the meaning of
the Prospectus Regulation, in that Relevant State. Each person in a
Relevant State who receives any communication in respect of the
issue contemplated in this press release or any other documents or
materials relating to the issue will be deemed to have represented,
warranted and agreed to and with the Joint Bookrunners and the
Company that it is a qualified investor within the meaning of
Article 2(e) of the Prospectus Regulation.
UK. This communication is directed solely at (i) persons
located outside the UK, (ii) persons with professional experience
in matters relating to investments falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended (the “Order”), (iii) high net worth
entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order
and (iv) persons to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the
Financial Services and Markets Act 2000) in connection with the
issue or sale of any securities of the Company or any member of its
group may otherwise lawfully be communicated or caused to be
communicated (all such persons in (i)-(iv) above being “relevant
persons”). Any investment activity to which this communication
relates will only be available to and will only be engaged with
relevant persons. Any person who is not a relevant person should
not act or rely on this communication.
Forward-Looking Statements
The Company has made certain forward-looking statements in this
press release and in the documents referred to herein. Such
statements are subject to risks and uncertainties. These statements
are based on the beliefs and assumptions of the management of the
Company and on the information currently available to its
management. Forward-looking statements include information
concerning forecasts, projections, anticipated synergies, and other
information concerning possible or assumed future results of the
Company, and may be preceded by, followed by, or otherwise include
the words “believes”, “expects”, “anticipates”, “intends”, “plans”,
“targets”, “estimates” or similar expressions.
Forward-looking statements are not assurances of results or
values. They involve risks, uncertainties and assumptions. the
Company’s future results and the value of the securities it may
issue may differ materially from those expressed in these
forward-looking statements. Many of the factors that will determine
these results and values are beyond the Company’s ability to
control or predict. Except for its ongoing obligations to disclose
material information as required by applicable securities laws, the
Company does not have any intention or obligation to update
forward-looking statements after the distribution of this press
release, even if new information, future events or other
circumstances have made them incorrect or misleading.
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