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 4.79% of the Company’s share capital
as of December 31, 2018.
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
Labour Code.
The Board, pursuant to the above-mentioned authorization,
decided during its meeting on September 19, 2018 to carry out, in
2019, 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 0.68% 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 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 25, 2019;
- Subscription period: from April 26,
2019 to May 14, 2019 (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 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
General Regulations of the French Markets Authority (“AMF”) and
Article 14 of the AMF instruction n°2016-01 of October 21,
2016.
* * * * *
APPENDIX TO THE PRESS RELEASE ON FEBRUARY
15, 2019
ISSUER: TOTAL S.A.
Information related to the Company is available on its website
(www.total.com) and, in particular, in its 2017 Registration
Document, the French version of which was filed with the AMF on
March 16, 2018 under the registration number D.18-0140. 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 2019 capital increase.
Subject to compliance with local applicable regulations and
required administrative approvals being obtained, this capital
increase will be available to:
- Employees of the Company who have at
least 3 months of employment with the Total Group as of the last
day of the subscription period;
- Employees of the French and non-French
subsidiaries in which the Company holds, directly or indirectly,
more than 50% of the voting rights as of the opening date for the
subscription period and that have joined the PEG-A (the “Eligible
Subsidiaries”), provided that they meet the same conditions in
relation to presence and length of service;
- Retirees of the Company or the Eligible
Subsidiaries, subject to applicable local laws and 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.
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 19, 2018). 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 November 2018.
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 19, 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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TotalMedia Relations:+33 1 47 44 46 99 l presse@total.com
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Investors Relations:+44 (0)207 719 7962 l ir@total.com
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