TOTAL SE Intends to Issue Euro Denominated Undated Non-call 10 Year Deeply Subordinated Fixed Rate Resettable Notes
August 27 2020 - 4:10AM
Business Wire
And launches a tender offer to repurchase
its Undated deeply subordinated fixed rate resettable notes, with a
first call date on 26 February 2021, of which €1,000,000,000 are
currently outstanding, (ISIN: XS1195201931)
Regulatory News:
TOTAL SE (Paris:FP) (LSE:TTA) (NYSE:TOT) (the “Company”)
announces today its intention to issue Euro denominated undated
non-call 10 year deeply subordinated fixed rate resettable notes
(the “New Notes”). The pricing of the New Notes is expected
to be announced later today. The New Notes are scheduled to be
admitted to trading on Euronext Paris. It is also expected that the
rating agencies will assign the New Notes ratings of A2/A-
(Moody's/ S&P) and 50% equity credit.
The Company is also launching a tender offer (the “Tender
Offer”) intended to repurchase its Undated deeply subordinated
fixed rate resettable notes with a first call date on 26 February
2021 (ISIN: XS1195201931) issued by the Company on 26 February
2015,of which €1,000,000,000 are currently outstanding, and
admitted to trading on Euronext Paris (the “Notes”).
The Tender Offer is subject to a maximum acceptance amount which
will be determined and announced by the Company in its sole and
absolute discretion as soon as reasonably practicable on 3
September 2020 (the “Maximum Acceptance Amount”).
The Tender Price will be based on a purchase yield fixed at
-0.20% per cent.
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 while intending to maintain the aggregate size of
the stock of outstanding hybrid notes at around the same level.
It is expected that, following the New Issue and Tender Offer,
the Company’s overall hybrid equity credit will remain
constant.
The Tender Offer will end at 17:00 hours CET on 2 September 2020
and its results will be announced on 3 September 2020 (subject to
changes as a result of any extension, withdrawal, termination,
re-opening or amendment of the Tender Offer).
Disclaimer
This announcement does not constitute an invitation to
participate in the Tender Offer or the issuance of New Notes 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.
Securities may not be offered or sold in the United States
absent registration under, or an exemption from the registration
requirements of, the Securities Act. The New Notes have not been,
and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold or delivered, directly or
indirectly, in the United States or to, or for the account or
benefit of, any U.S. Person.
United States
This 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, any
documents or materials related to this 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 this Tender Offer resulting directly or
indirectly from a violation of these restrictions will be invalid,
and 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 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.
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