PARIS–(BUSINESS WIRE)–Regulatory news:
TotalEnergies (EPA:) SE (the Company) (Paris:TTE) (LSE:TTE) (NYSE:TTE) announces the launch of a takeover bid (the Public offer) intended to repurchase its 10-year undated, non-maturity Deeply Subordinated Fixed Rate Indexed Notes with first purchase date of February 26, 2025 (ISIN: XS1195202822) issued by the Company on February 26, 2015 (all which are currently in circulation) and admitted to trading in euronext (EPA:) Paris (the Grades) for cash up to a maximum aggregate principal amount expected to be equal to the aggregate principal amount of the New Notes (as defined herein) to be issued and announced as soon as reasonably possible after pricing of the New Notes, subject to the Company’s right to increase or decrease such amount in its sole and absolute discretion (the Maximum acceptance amount). The terms of the Tender Offer are those established in the tender offer memorandum dated November 12, 2024 (the Public offering memorandum). Pursuant to the Tender Offer, and subject to the conditions described in the Tender Offer Memorandum, the Company offers to purchase for cash the Notes validly tendered by Qualified Holders prior to the Maturity Time, for an amount up to the Amount Maximum Acceptance and subject to Offer Proration Factor (if applicable).
Today, the Company also announces its intention to issue, subject to market conditions, undated, deeply subordinated fixed rate indexable bonds denominated in euros, in two tranches, one with a non-call period of 5.25 years and the another with a 10-year non-redemption period (together, the New notes) that will be offered to qualified investors (including qualified holders of the Notes that may receive priority in allocation as more fully described in the Tender Offer Memorandum).
Completion of the Tender Offer will be contingent upon the satisfaction or waiver of the Financing Condition (as defined below) and acceptance of any Notes validly tendered for purchase, which is at the sole and absolute discretion of the Company, and the Company reserves the absolute right not to accept any Notes validly tendered pursuant to the Tender Offer. Financing condition will mean the settlement of the issuance of the New Bonds at the sole determination and satisfaction of the Company.
The Company’s acceptance of purchase of Notes validly tendered pursuant to the Tender Offer is at the sole discretion of the Company and is subject to, among others, and conditioned upon, the Financing Condition. The Company has the right to modify or waive the Financing Condition at its sole discretion.
The Offer Price payable for the Notes validly tendered for tender and accepted for purchase by the Company pursuant to the Tender Offer is the Offer Price of 99.80 percent of the principal amount of the Notes. The consideration payable to each Qualified Holder in respect of Notes validly tendered and accepted for purchase by the Company will be a cash amount equal to the Offer Price multiplied by the aggregate principal amount of the Notes validly tendered by such Qualified Holder and accepted. for purchase by the Company plus the Amount of Interest Accrued in respect of such Bonds (rounded to the nearest €0.01, rounding €0.005 up).
The objective of the Tender Offer is, among other things, to proactively manage the Company’s hybrid portfolio.
The Tender Offer will end at 17:00 CET on November 19, 2024 (the Expiration time) and its results will be announced as soon as reasonably possible the day after the Due Time. Settlement of the Tender Offer is expected to be on November 22, 2024.
This announcement should be read in conjunction with the Tender Offer Memorandum. Capitalized terms used in this announcement and not otherwise defined herein shall have the meaning given to them in 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 covered by 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 which, it would be unlawful to make such invitation under applicable securities laws. Distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement reaches must inform themselves about these restrictions and respect them.
No offers of Notes for purchase pursuant to the Tender Offer will be accepted from qualified holders under any circumstances in which such offer or solicitation would be unlawful. The Company does not make any recommendation as to whether or not qualified holders should participate in the Tender Offer.
USA
The Tender Offer is not and will not be made directly or indirectly in, or through the use of, the emails of, or by any means or instrument (including, but not limited to, transmission by facsimile, telex, telephone, email or other shapes). electronic transmission) of interstate or foreign commerce, 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 Law) (each American person) and the Notes may not be offered in the Tender Offer by any use, means, instrument 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) according to the Securities Law). Accordingly, copies of the Tender Offer Memorandum, this announcement and any documents or materials related to the Tender Offer are not, nor should they be, directly or indirectly, mailed or transmitted, distributed or forwarded to another manner (including, without limitation, by custodians, nominees or trustees) in or to the United States or to such person. Any purported Bidding Instruction in response to the Bidding Offer that results directly or indirectly from a violation of these restrictions will be invalid, and any purported Bidding Instruction made by a person located or resident in the United States of America or any agent, fiduciary or other intermediary acting in a non-discretionary manner for a principal giving instructions from within the United States will be invalid and will not be accepted.
For the purposes of the previous paragraph, USA 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 Qualified Noteholder participating in the Tender Offer will represent that it is not participating in the United States Tender Offer, that it is participating in the Tender Offer in accordance with Regulation S of the Securities Act and that it is not It is an American holder. Person or acts on a non-discretionary basis for a principal located outside the United States who is not giving an order to participate in the Tender Offer from the United States and who is not a US Person.
France
The Tender Offer is 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 in article L.411. -2 of the French Monétaire et Financier Code, as amended from time to time. The Tender Offer Memorandum and any other offering materials related to the Tender Offer may be distributed in the Republic of France only to qualified investors. Neither the Takeover Offer Memorandum nor any other similar offer materials have been submitted for approval to the French Autorité des marchés financiers (the FMA).
See the Tender Offer Memorandum for 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 to the provisions therein, any investment decision to purchase New Bonds should be made solely on the basis of the debt issuance program prospectus dated September 10, 2024 which received approval no. 24-396 of the AMF of September 10, 2024 (the Debt Issuance Program Brochure) and the supplement to the Debt Issuance Program Prospectus dated November 8, 2024 that received approval no. 24-478 of the AMF of November 8, 2024 (the Supplement) which together constitute a basic prospectus for the purposes of Regulation (EU) 2017/1129, which may be amended periodically (the Brochure regulations) and the final terms of the New Notes, and no reliance should be placed on any statements other than those contained in the Debt Issuance Program Prospectus. Subject to compliance with all applicable securities laws and regulations, the Debt Issuance Program Prospectus and (subject to the pricing of the New Notes) the relevant final terms will be available from the Dealer Managers (in their capacity as managers main joints in the context of the issuance of the New Bonds) upon request.
Compliance Information for New Bonds: MiFID II / UK MiFIR / Professionals / ECP Only / No PRIIP or UK PRIIP KID “The target market of the manufacturer (UK MIFID II / MiFIR product governance) is only eligible counterparties and professional customers (all distribution channels). No PRIIP or UK PRIIP Key Information Document (KID) has been prepared because it is not available for retail sale in the EEA or the UK.
For more information, please consult the Debt Issuance Program Prospectus, the Supplement and the corresponding final conditions.
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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TotalEnergies SE
Source: TOTALENERGIES SE