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Aquitaine share to the French State was repealed on October 3,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