TotalEnergies SE announces the Maximum Acceptance Amount for the tender offer for its €2,500,000,000 Undated Deeply Subordinated Notes issued on 26 February 2015 (ISIN: XS1195202822)
12 Noviembre 2024 - 12:35PM
Business Wire
Regulatory News:
On 12 November 2024, TotalEnergies SE (the “Company”)
(Paris:TTE) (LSE:TTE) (NYSE:TTE) announced an invitation to the
Qualifying Holders of its outstanding €2,500,000,000 Undated
Non-Call 10 Year Deeply Subordinated Fixed Rate Resettable Notes
with a first call date on 26 February 2025 issued on 26 February
2015 (ISIN: XS1195202822) (all of which are currently outstanding)
and admitted to trading on Euronext Paris (the “Notes”) to
tender their Notes for purchase by the Company for cash up to the
Maximum Acceptance Amount (as defined herein), subject to the
conditions described in the tender offer memorandum dated 12
November 2024 (the “Tender Offer Memorandum”) prepared by
the Company (such invitation, the “Tender Offer”).
The Company now announces the Maximum Acceptance Amount for the
Tender Offer.
The Tender Offer is being made on the terms and subject to the
satisfaction or waiver of the Financing Condition and the other
conditions contained in the Tender Offer Memorandum, and is subject
to the offer restrictions set out below and as more fully described
in the Tender Offer Memorandum. Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
The Company successfully priced its dual tranche issuance of
€1,250,000,000 Undated Non-Call 5.25 Year Deeply Subordinated Fixed
Rate Resettable Notes and €1,250,000,000 Undated Non-Call 10 Year
Deeply Subordinated Fixed Rate Resettable Notes (together, the
“New Notes”). The Maximum Acceptance Amount (being the
maximum aggregate principal amount of Notes the Company proposes
(subject to the satisfaction or waiver of the Financing Condition)
to accept for purchase pursuant to the Tender Offer) has been set
by the Company at EUR 2,500,000,000. The acceptance of any Notes
validly tendered for purchase by Qualifying Holders is at the
absolute discretion of the Company and the Company reserves the
absolute right not to accept any Notes validly tendered pursuant to
the Tender Offer.
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.
This announcement must be read in conjunction with the Tender
Offer Memorandum.
Disclaimer
This announcement does not constitute a prospectus. This
announcement is neither an offer to sell nor a solicitation of an
offer to buy securities. The securities which are the subject of
this publication were not offered to the public.
This announcement does not constitute an invitation to
participate in the Tender Offer 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 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.
United States
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 of the U.S. Securities Act of
1933, as amended (the Securities Act) (each a U.S.
Person) and the 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, copies of the Tender Offer
Memorandum, this announcement and 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
the Tender Offer resulting directly or indirectly from a violation
of these restrictions will be invalid, and any purported 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 be invalid and will
not be accepted.
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.
Each Qualifying Holder of Notes participating in the Tender
Offer will represent that it is not participating in the Tender
Offer from the United States, that it is participating in the
Tender Offer in accordance with Regulation S under the Securities
Act and that it is not a U.S. Person or it is acting on a
non‑discretionary basis for a principal located outside the United
States that is not giving an order to participate in the Tender
Offer from the United States and who is not a U.S. Person.
France
The Tender Offer is being made, directly or indirectly in the
Republic of France to qualified investors (investisseurs qualifiés)
as defined in Article 2(e) of the Prospectus Regulation (as defined
below), as amended, and Article L.411-2 of the French Code
monétaire et financier as amended from time to time. The Tender
Offer Memorandum and any other offering material relating to the
Tender Offer may be distributed in the Republic of France only to
qualified investors. Neither the Tender Offer Memorandum, nor any
other such offering material has been submitted for clearance to
the French Autorité des marchés financiers (the “AMF”).
Please refer to the Tender Offer Memorandum for the other
applicable jurisdictions.
New Notes
Nothing in this announcement constitutes an offer to sell or the
solicitation of an offer to buy the New Notes in any
jurisdiction.
Subject as set out therein, any investment decision to purchase
any New Notes should be made solely on the basis of the debt
issuance programme prospectus dated 10 September 2024 which
received approval no. 24-396 from the AMF on 10 September 2024 (the
“Debt Issuance Programme Prospectus”) and the supplement to
the Debt Issuance Programme Prospectus dated 8 November 2024 which
received approval no. 24-478 from the AMF on 8 November 2024 (the
“Supplement”) which together constitute a base prospectus
for the purposes of Regulation (EU) 2017/1129 as may be amended
from time to time (the “Prospectus Regulation”) and the
final terms of the New Notes, and no reliance is to be placed on
any representations other than those contained in the Debt Issuance
Programme Prospectus. Subject to compliance with all applicable
securities laws and regulations, the Debt Issuance Programme
Prospectus and (following the pricing of the New Notes) the
relevant final terms will be available from the Dealer Managers (in
their capacity as a joint lead managers in the context of the issue
of the New Notes) on request.
Compliance information for the New Notes: MiFID II /
UK MiFIR/ professionals/ECPs-only/No PRIIPs or UK PRIIPs KID –
Manufacturer target market (MIFID II / UK MiFIR product governance)
is eligible counterparties and professional clients only (all
distribution channels). No PRIIPs or UK PRIIPs key information
document (KID) has been prepared as not available to retail in EEA
or UK.
For further information, please refer to the Debt Issuance
Programme Prospectus, the Supplement and the relevant final
terms.
No action has been or will be taken in any jurisdiction in
relation to the New Notes to permit a public offering of such
securities.
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