Final Results Following the Reopening of the Pu...
Total will implement a squeeze-out on Saft Groupe shares
Final Results Following the Reopening of the Public Tender Offer Initiated by Total on Saft
Total S.A.
The Autorité des marchés financiers (the “AMFâ€) announced today that 1,649,317 Saft Groupe shares have been tendered following the reopening of the public tender launched by Total (Paris:FP) (LSE:TTA) (NYSE:TOT).
Following the settlement-delivery of the reopened offer expected to occur on August 9, 2016, Total will hold 97.12 percent of the share capital and voting rights of Saft Groupe based on the total number of shares outstanding as of August 3, 2016.
Following the successful completion of the public tender offer, Total will implement a squeeze-out of those Saft Groupe shares not tendered into the offer on August 12, 2016, as indicated in the notice published today by the AMF.
The squeeze-out will apply to all Saft Groupe shares not tendered into the offer (including during its reopening), i.e. 707,405 Saft Groupe shares representing 2.69 percent of the share capital and voting rights of Saft Groupe based on the total number of shares outstanding as of August 3, 2016, and taking into account the treasury shares held by Saft Groupe that will be excluded from the squeeze-out.
The amount of compensation paid under the squeeze-out will equal that of the price of the public tender offer, i.e. €36.50 per share.
“Our friendly tender offer for Saft ends with a genuine success!†said Patrick Pouyanné, Chairman and CEO of Total. “Having acquired quickly almost all of outstanding shares shows the confidence Saft shareholders have in our industrial project. The delisting will enable us to develop with Saft our strategy in the field of energy storage.â€
Once Euroclear France closes the affiliates’ accounts, the custody account-keeping institutions will require BNP Paribas Securities Services to make payment of the compensation for the shares registered in their books which have not been tendered into the public tender offer, and will credit the accounts of Saft Groupe shareholders with the compensation payment due to them. BNP Paribas Securities Services has been appointed by Total to act as the custody account-keeper to centralize completion of these compensation transactions.
Compensation payments not requested by the custody account-keeping institutions on behalf of the beneficiaries will be kept by BNP Paribas Securities Services for a period of ten years after the squeeze-out and will be transferred to the Caisse des Dépôts et Consignations following the expiry of such period. Such compensation payments may be claimed at any time by their respective beneficiaries, subject to a thirty-year statute of limitations, after which such funds will become the property of the French State.
Saft Groupe’s shares will be delisted from Euronext Paris on August 12, 2016, after the closing of the markets, the date of implementation of the squeeze-out.
The tender offer document relating to the public tender offer is available on the websites of the AMF (amf-france.org) and of Total (total.com), and may also be obtained free of charge upon request from Total (La Défense 6, 2 place Jean Millier, 92400 Courbevoie) and BNP Paribas (16 boulevard des Italiens, 75009 Paris).
This press release was prepared and published in accordance with the provisions of Article 237-16 III of the AMF’s general regulations and its instruction no. 2006-07 relating to public tender offers.
* * * * *
About Total
Total is a global integrated energy producer and
provider, a leading international oil and gas company, and the world’s
second-ranked solar energy operator with SunPower. Our 96,000Â employees
are committed to better energy that is safer, cleaner, more efficient,
more innovative and accessible to as many people as possible. As a
responsible corporate citizen, we focus on ensuring that our operations
in more than 130 countries worldwide consistently deliver economic,
social and environmental benefits. total.com
About Saft
Saft (Euronext: Saft) is a world leading designer
and manufacturer of advanced technology batteries for industry. The
Group is the world’s leading manufacturer of nickel batteries and
primary lithium batteries for the industrial infrastructure and
processes, transportation and civil and military electronics markets.
Saft is the world leader in space and defense batteries with its Li-ion
technologies which are also deployed in the energy storage,
transportation and telecommunication network markets. More than 4,100
employees in 19 countries, 14 manufacturing sites and an extensive sales
network all contribute to accelerating the Group’s growth for the
future. Saft batteries. Designed for industry. saftbatteries.com
Disclaimer
Neither this press release nor any
other document relating to the offer constitutes an offer to buy or sell
financial instruments or a solicitation of an offer in any country in
which such offer or solicitation would be illegal, or to any person to
whom such an offer cannot legally be made. The distribution of this
press release and of any document relating to the offer may be the
subject of legal restrictions in certain jurisdictions. Those who come
into possession of this press release must inform themselves of the
applicable legal restrictions and comply with them. A failure to comply
with legal restrictions may constitute a violation of applicable stock
exchange laws and regulations in certain jurisdictions. Total will not
be not liable for the violation of applicable legal restrictions by any
person.
Cautionary note
This press release, from which no
legal consequences may be drawn, is for information purposes only. The
entities in which TOTAL S.A. directly or indirectly owns investments are
separate legal entities. TOTAL S.A. has no liability for their acts or
omissions. In this document, the terms “Total†and “Total Group†are
sometimes used for convenience where general references are made to
TOTAL S.A. and/or its subsidiaries. Likewise, the words “weâ€, “us†and
“our†may also be used to refer to subsidiaries in general or to those
who work for them.
This document may contain forward-looking
information and statements that are based on a number of economic data
and assumptions made in a given economic, competitive and regulatory
environment. They may prove to be inaccurate in the future and are
subject to a number of risk factors. Neither TOTAL S.A. nor any of its
subsidiaries assumes any obligation to update publicly any
forward-looking information or statement, objectives or trends contained
in this document whether as a result of new information, future events
or otherwise.
TOTAL S.A.
Capital : 6 257 823 152,50 €
542 051
180 R.C.S. Nanterre
total.com
Total
Mike SANGSTER
Nicolas FUMEX
Kim HOUSEGO
Romain
RICHEMONT
Tel. : + 44 (0)207 719 7962
Fax : + 44 (0)207 719
7959
or
Robert HAMMOND (U.S.)
Tel. : +1 713-483-5070
Fax :
+1 713-483-5629
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