Registration document 2007 - Total.com
Registration document 2007 - Total.com
Registration document 2007 - Total.com
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
6<br />
of 3.97 B€, of which 24,068,636 shares of TOTAL stock were<br />
repurchased under the authorization granted on May 17, 2005<br />
and 51,856,364 TOTAL shares were repurchased under the<br />
authorization granted on May 12, 2006, and;<br />
• 2,295,684 TOTAL shares were repurchased at an average price<br />
of 51.91 euros per share, within the framework of the<br />
authorization granted on May 17, 2005, under restricted share<br />
grants approved by the Board of Directors on July 18, 2006, for<br />
a total cost of 0.12 B€.<br />
Use of the stock purchase authorization of May 12, 2006<br />
(approval in process)<br />
Between May 12, 2006 and February 28, <strong>2007</strong>, the Company<br />
repurchased 55,252,048 TOTAL shares under the authorization<br />
granted on May 12, 2006 by the General Meeting of<br />
Shareholders, at an average price of 51.53 euros per share, for a<br />
total cost of 2.85 B€:<br />
• 52,956,364 TOTAL shares were repurchased at an average<br />
price of 51.52 euros per share, for cancellation, for a total cost<br />
of 2.73 B€, and;<br />
• 2,295,684 TOTAL shares were purchased at an average price<br />
of 51.91 euros per share under the restricted share grants<br />
approved by the Board of Directors on July 18, 2006, for a total<br />
cost of 0.12 B€.<br />
Thus, at February 28, <strong>2007</strong>, the Company held directly<br />
28,353,158 TOTAL shares, representing 1.18% of the capital of<br />
TOTAL S.A.. By law, these shares lack both voting rights and the<br />
right to receive a dividend.<br />
Including shares held by Group subsidiaries, the total number of<br />
TOTAL shares held by the Group as of February 28, <strong>2007</strong> was<br />
128,684,426, representing 5.38% of the capital of TOTAL S.A.,<br />
<strong>com</strong>prised of 28,353,158 treasury shares, 22,661,474 shares<br />
held to hedge call options, 4,591,684 shares to back the<br />
restricted share grants, 1,100,000 shares to be cancelled and<br />
100,331,268 shares held by subsidiaries.<br />
Sales of shares during 2006<br />
6,997,305 TOTAL shares, value 2.50 euros per share, were sold<br />
in 2006 at an average price of 37,87 euros per share through<br />
the exercise of TOTAL stock options granted under stock option<br />
allocation plans approved by the Board of Directors on<br />
March 17, 1998, June 15, 1999, July 11, 2000, July 10, 2001<br />
and July 9, 2002, including:<br />
• 705,279 TOTAL shares, par value 10 euros per share,<br />
representing 2,821,116 TOTAL shares, par value 2.50 euros per<br />
share, were sold between January and April 2006 at an average<br />
price of 36.43 euros per share, par value 2.50 euros per share,<br />
and;<br />
• 4,176,189 TOTAL shares with, par value 2.50 euros per share,<br />
were sold between May and December 2006 at an average<br />
price of 38.85 euros per share, par value 2.50 euros per share.<br />
134<br />
TOTAL and its shareholders<br />
Share buybacks<br />
TOTAL – <strong>Registration</strong> Document 2006<br />
Conditions for the purchase and use of derivative products<br />
Between January 1, 2006 and February 28, <strong>2007</strong>, the Company<br />
has not used derivative products on the stock markets within the<br />
framework of stock repurchase programs successively authorized<br />
by the General Meeting of Shareholders of May 17, 2005, and<br />
then by the General Meeting of Shareholders of May 12, 2006.<br />
Moreover, all shares were repurchased on the market.<br />
Cancellation of Company shares during 2005, 2006 and<br />
<strong>2007</strong><br />
Using the authorization granted by the General Meeting of<br />
Shareholders of May 7, 2002 to reduce the share capital by<br />
up to 10% by canceling shares held by the Company during<br />
a 24-month period, the Board of Directors of July 19 and of<br />
November 3, 2005, with effect as of November 22, 2005, decided<br />
to cancel respectively 13,527,578 shares, par value 10 euros<br />
(54,110,312 shares, par value 2.50 euros per share), and<br />
7,547,990 shares, par value 10 euros per share (30,191,960<br />
shares, par value 2.50 euros per share), accounted for as longterm<br />
securities in the parent <strong>com</strong>pany financial statements.<br />
Under this authorization, the Board of Directors of July 18, 2006<br />
and January 10, <strong>2007</strong> decided to cancel respectively 47,020,000<br />
and 33,005,000 shares, par value 2.50 euros per share,<br />
accounted for as long-term securities in the parent <strong>com</strong>pany<br />
financial statements.<br />
The authorization granted by the General Meeting of<br />
Shareholders of May 7, 2002 will expire at the close of the<br />
General Meeting of Shareholders held to approve the financial<br />
statements for the year 2006. Consequently, the shareholders’<br />
meeting of May 11, <strong>2007</strong> will be asked to approve the<br />
authorization to reduce the capital by cancellation of treasury<br />
shares or, shares that could be held after repurchases done<br />
under the Article L 225-209 of the French Commercial Code.<br />
Based on 2,392,762,953 shares outstanding as of January 10,<br />
<strong>2007</strong>, and given the cancellations successively carried out on<br />
July 19, 2005 (54,110,312 shares), November 22, 2005<br />
(30,191,960 shares), July 18, 2006 (47,020,000 shares), and<br />
January 10, <strong>2007</strong> (33,005,000 shares), the Company may cancel<br />
a maximum of 74,949,023 shares before May 11, <strong>2007</strong>.<br />
Reallocations during fiscal year 2006, for other approved<br />
purposes<br />
Shares purchased by the Company under the authorization<br />
granted by the General Meeting of Shareholders of May 12,<br />
2006, or under previous authorizations, were not reallocated in<br />
2006 to purposes other than those initially specified at the time of<br />
purchase.