Registration document 2007 - Total.com

6
Relationship between TOTAL and the French
State
Since the decree of December 13, 1993 providing a unique Elf
Aquitaine share to the French State was repealed on October 3,
2002, there has been no agreement governing shareholding
relationships between TOTAL (or its subsidiary Elf Aquitaine), and
the French State.
Merger of TOTAL with PetroFina in 1999
On December 1, 1998, TOTAL S.A. signed an in-kind
contribution agreement with Electrafina, Investor, Tractebel,
Electrabel and AG 1824 (the Contributors), under which the
Contributors exchanged 9,614,190 PetroFina shares at the
following parity of exchange: every two PetroFina shares being
exchanged for nine TOTAL shares.
TOTAL S.A. then launched in 1999 a public exchange offer for
the remaining PetroFina shares it did not yet own. The offer was
launched in Belgium and the United States from May 6 to
June 4, 1999, and was relaunched twice, on the same terms as
the contribution agreement.
On September 5, 2000, the Board of Directors launched a Public
Exchange Offer for the PetroFina shares not yet held by the
Company, offering nine TotalFinaElf shares (1) for every two
PetroFina shares tendered. On December 31, 2000, TOTAL S.A.
held 23,480,610 PetroFina shares, or 99.62% of the 23,570,739
shares representing the capital of PetroFina.
On December 28, 2000, the Brussels stock exchange delisted
the PetroFina shares from the regular trading market. PetroFina
shares were also deregistered with the U.S. Securities and
Exchange Commission (SEC) on June 30, 2001.
On April 27, 2001, the Extraordinary Shareholders’ Meeting of
Total Chimie approved TotalFinaElf’s contribution to Total Chimie
of the entire stake held by the Company in PetroFina. The
purpose of Total Chimie, a 100% subsidiary of TOTAL S.A., is to
hold certain investments of the TOTAL group. On September 20,
2001, the Board of Directors of Total Chimie decided to launch a
squeeze-out procedure for the 90,129 PetroFina shares not yet
held, at a price of 600 euros per share. Since the end of the
squeeze-out, all the shares of PetroFina have been held by Total
Chimie.
On February 12, 2002, minority shareholders of PetroFina holding
4,938 shares filed a motion for a summary hearing in the
Commercial Court of Brussels against Total Chimie, TOTAL S.A.
and PetroFina. The decision rendered on April 15, 2002
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TOTAL and its shareholders
Shareholders
Shareholders
TOTAL – Registration Document 2006
questioned the conformity of Belgian regulations governing
squeeze-outs with Articles 10 and 11 of the Belgian Constitution
and, consequently, the President of the Commercial Court of
Brussels referred two preliminary questions relating to the
constitutionality of the Belgian squeeze-out regulation before the
Court of Arbitration of Belgium. In addition, the President of the
Commercial Court of Brussels ordered the plaintiff’s shares to be
placed in escrow without voting rights.
TOTAL S.A., Total Chimie and PetroFina appealed against the
decision in these summary proceedings on June 13, 2002.
In answer to the preliminary questions raised by the decision of
the Commercial Court of Brussels dated April 15, 2002, the
Court of Arbitration of Belgium rendered on May 14, 2003 a
decision in favor of TOTAL S.A., Total Chimie, PetroFina, as well
as the Belgian government, which was also a party to the
procedure. The court ruled that the Belgian squeeze-out
regulation was in compliance with the Belgian Constitution.
On December 22, 2006, the Court of Appeal of Brussels
rendered a decision in which it put an end to the escrow ordered
by the Commercial Court of Brussels dated April 15, 2002.
Also, on May 30, 2003, the same group of former minority
PetroFina shareholders brought a complaint against Total Chimie
and PetroFina before the Commercial Court of Brussels
contesting, in particular, the price offered by Total Chimie in the
squeeze-out procedure and the terms of PetroFina’s sale of the
assets of Fina Exploration Norway (FEN S.A.) to Total Norge A.S.
in December 2000. In June 2006, the same group of
shareholders brought a complaint against TOTAL S.A.. Decision
of the Commercial Court of Brussels should intervene in the first
half of 2007.
Merger of TotalFina with Elf Aquitaine in 1999
and 2000
On September 13, 1999, the Boards of Directors of TotalFina and
Elf Aquitaine recommended to their shareholders that the two
companies merge through a Public Exchange Offer under which
13 shares tendered of Elf Aquitaine would be exchanged for
19 new TotalFina shares. The offer ran from September 23 to
October 15, 1999, during which time TotalFina acquired
254,345,078 shares of Elf Aquitaine in exchange for
371,735,114 new TotalFina shares.
On May 24, 2000, the Board of Directors launched an offer for
the remaining Elf Aquitaine shares not yet held by the Company,
in the form of an exchange of four TotalFinaElf shares for every
three shares tendered of Elf Aquitaine. At the end of this offer,
(1) The name TOTAL was changed to TotalFina on June, 14, 1999. Then the name “TOTAL FINA S.A.” was changed to “TOTAL FINA ELF S.A.” by the Shareholders’ Meeting of March 22, 2000, then
it was changed to “TOTAL S.A.” by the Shareholders’ Meeting of May 6, 2003. TOTAL S.A. means either TOTAL, TotalFina and TotalFinaElf in the current section on the merger of TOTAL with
Petrofina.