The latest Investing Matters Podcast episode featuring financial educator and author Jared Dillian has been released. Listen here.

Less Ads, More Data, More Tools Register for FREE

Pin to quick picksTTA.L Regulatory News (TTA)

  • There is currently no data for TTA

Watchlists are a member only feature

Login to your account

Alerts are a premium feature

Login to your account

Capital Increase Reserved for Employees of The TOTAL Group in 2021

19 Feb 2021 17:26

 

In accordance with its policy in favor of Employee Shareholding, TOTAL SE (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 SE 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 and article 11 par. 6 of the Articles of Association of the Company, held 6.4% of the Company’s share capital as of December 31, 2020.

The twentieth resolution of the Shareholders’ Meeting of May 29, 2020 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., L. 225-138-1 and L. 22-10-49 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 16, 2020 to carry out, in 2021, 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 in the articles of association of TOTAL SE.Listing of the newly issued shares on Euronext: 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 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 28, 2021;Subscription period: from April 30, 2021 to May 17, 2021 (included).

Please refer to the appendix to this press release for further information on this operation.

About Total

Total is a broad energy company that produces and markets fuels, natural gas and electricity. Our 100,000 employees are committed to better energy that is more affordable, more reliable, 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.

* * * * *

Appendix to the press release on February 19th, 2021

Issuer: TOTAL SE

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 2021 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 SE (the “Subsidiaries”) and that have joined the PEG-A:

- Employees of TOTAL SE 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 SE 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.

Matching contribution

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 limits of five free shares per employee and within the maximum amount of the offering set by the Board at its meeting on September 16, 2020. 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 shares could therefore be finally granted.

Subscription terms and conditions

The beneficiaries will have the opportunity to subscribe via Employee Shareholding funds (“FCPEs”) created for the needs of this offering and which have been approved by the AMF. In the countries where this option is not available the shares will be directly subscribed.

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 maximum number of shares offered by the Board of Directors at its meeting on September 16, 2020 (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 maximum number of shares offered 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; andthe reduction will be made first on the portion of the offer paid for with salary advances, then on the portion paid for in cash.

* * * * *

Total Media Relations: +33 1 47 44 46 99 l presse@total.com l @TotalPressInvestors Relations: +44 (0)207 719 7962 l ir@total.com

View source version on businesswire.com: https://www.businesswire.com/news/home/20210219005440/en/

Copyright Business Wire 2021

Date   Source Headline
12th Dec 201910:10 amBUSTOTAL S.A.: Statement in Compliance With the Article 223-16 of the General Regulation of the Financial Markets Authority (Autorité des marchés financiers) 
10th Dec 20194:10 pmBUSLibya: Agreement Between NOC and Total Endorsing the Group’s Entry into the Waha Concessions
10th Dec 20191:15 pmBUSTotal Voting Rights
10th Dec 20197:25 amBUSCiteo, Total, Recycling Technologies, Mars and Nestlé Join Forces to Develop Chemical Recycling of Plastics in France
5th Dec 20195:28 pmBUSDisclosure of Transactions in Own Shares
4th Dec 20198:10 amBUSClean Marine Fuels : Total Will Supply LNG to CMA CGM’s Future Containerships in Marseille
4th Dec 20197:56 amBUSClean Marine Fuels: Total and Mitsui O.S.K. Lines Charter the 1st LNG Bunker Vessel to Operate in France
28th Nov 20195:38 pmBUSTOTAL: Disclosure of Transactions in Own Shares
27th Nov 20197:30 amBUSTotal Inaugurates New Caledonia’s Largest Solar Power Plant With Energy Storage
22nd Nov 20197:48 amBUSRenewables: Total Continues to Expand its Footprint in Southeast Asia in Distributed Solar
21st Nov 20195:30 pmBUSDisclosure of Transactions in Own Shares
20th Nov 20197:30 amBUSTotal: Renewables & Energy Storage : Saft to Build the Largest Lithium-Ion Energy Storage System in the Nordic Countries
19th Nov 20197:00 amRNSAdmission of securities to the official list
15th Nov 20197:20 amBUSBrazil: Total Announces First Oil from Iara
14th Nov 20195:42 pmBUSTOTAL: Disclosure of Transactions in Own Shares
14th Nov 20193:25 pmBUSTOTAL S.A.: Statement in Compliance With the Article 223-16 of the General Regulation of the Financial Markets Authority (Autorité des marchés financiers)
13th Nov 20197:25 amBUSAbu Dhabi: ADNOC and Total Innovate in the Field of Seismic Acquisition with the Use of Unmanned Drones and Vehicle
8th Nov 20197:30 amBUS2019 Climate Report: Total Reviews Its Membership in Industry Associations in Line With Their Climate Stance
7th Nov 20195:38 pmBUSDisclosure of Transactions in Own Shares
30th Oct 201912:50 pmBUSThird quarter 2019 results
30th Oct 201911:04 amBUSBrunei: Total Sells Its Interest in Offshore Block CA1
30th Oct 20197:29 amBUSDividend Declaration
24th Oct 20197:50 amBUSFrance: Total Tops Rankings in Call for Tenders for Rooftop Solar Installations
24th Oct 20197:20 amBUSTotal Dedicates Its $400 Million Global Venture Fund to Carbon Neutrality
22nd Oct 20197:20 amBUSPlastics Recycling: Total Announces Plans to Double Its Capacity of Recycled Polypropylene for the Automotive Industry
21st Oct 20197:20 amBUSChina: Total and Zhejiang Energy Group Join Forces to Develop the Growing Low Sulfur Marine Fuel Market
18th Oct 20197:23 amBUSNew Marine Fuels: Total’s First LNG Bunker Vessel Launched
18th Oct 20197:20 amBUSTotal Opens a Digital Factory to Further its Ambition of Becoming the Responsible Energy Major
15th Oct 20197:30 amBUSTrading Statement
14th Oct 201910:46 amBUSDeutsche Post DHL Group and Total Reinforce Their Worldwide Collaboration on Energy Solutions and Innovative Logistics
14th Oct 20197:00 amBUSTotal Expands Its Strategic Partnership With Adani to Supply and Market Natural Gas in India
10th Oct 20195:05 pmBUSBrazil: Total Expands Pre-Salt Footprint With New Deep Offshore Exploration License
9th Oct 20193:33 pmBUSStatement in Compliance With the Article 223-16 of the General Regulation of the Financial Markets Authority (Autorité des marchés financiers)
8th Oct 20197:25 amBUSTotal Launches Construction of Its Third Solar Power Plant in Japan
7th Oct 20197:25 amBUSTotal: Norway: Johan Sverdrup Giant Field Starts up in the North Sea
30th Sep 20197:20 amBUSTotal Closes the Acquisition of Anadarko’s Shareholding in Mozambique LNG
24th Sep 20193:45 pmBUSTotal: 2019 Strategy & Outlook Presentation
24th Sep 20197:22 amBUSTotal Board of Directors Decides to Accelerate Dividend Growth With a Guidance of Increasing the Dividend by 5 to 6% Per Year
17th Sep 20197:25 amBUSTotal: South Korea: Hanwha Total Petrochemical Increases Ethylene Production Capacity by 30%
16th Sep 20194:16 pmBUSTotal Voting Rights - Replacement
16th Sep 20194:06 pmBUSTotal Voting Rights - Replacement
16th Sep 201911:23 amBUSTOTAL S.A.: Statement in Compliance With the Article 223-16 of the General Regulation of the Financial Markets Authority (Autorité des marchés financiers)
16th Sep 201910:38 amBUSTotal and Envision Join Forces to Capture the Fast-growing Distributed Solar Energy Market in China
12th Sep 20195:18 pmBUSTOTAL: Disclosure of Transactions in Own Shares
5th Sep 20195:31 pmBUSTotal: Disclosure of Transactions in Own Shares
5th Sep 20197:25 amBUSTotal: Russia: Launch of the Giant Arctic LNG 2 Development
2nd Sep 201910:53 amBUSTotal Executive Committee Appointments
29th Aug 20195:19 pmBUSTOTAL: Disclosure of Transactions in Own Shares
29th Aug 20193:25 pmBUSTotal: Uganda: Termination of the Agreement With Tullow
27th Aug 20197:25 amBUSTotal Strengthens Its International Partnership with Qatar Petroleum

Due to London Stock Exchange licensing terms, we stipulate that you must be a private investor. We apologise for the inconvenience.

To access our Live RNS you must confirm you are a private investor by using the button below.

Login to your account

Don't have an account? Click here to register.

Quickpicks are a member only feature

Login to your account

Don't have an account? Click here to register.