Total Will Implement a Squeeze-out on Direct É...

Total Will Implement a Squeeze-out on Direct Énergie Shares

Total

Following its public tender offer on Direct Énergie shares, Total (Paris:FP) (LSE:TTA) (NYSE:TOT) holds 44,417,802 Direct Énergie shares, representing 44,820,386 voting rights, i.e. 95.37 % of the share capital and 95.33 % of the voting rights of Direct Énergie¹.

Total will implement, on September 27, 2018, a squeeze-out of those Direct Énergie shares not tendered into the tender offer, as indicated in the notice published today by the AMF.

The squeeze-out will apply to all Direct Énergie shares not tendered into the offer except the 1,810 the treasury shares, i.e. 2,154,322 Direct Énergie shares representing 4.63% of the share capital and 4.66 % of the voting rights of Direct Énergie.

The compensation to be paid under the squeeze-out will equal that of the price of the public tender offer, i.e. €42 per share.

Once Euroclear France has closed the affiliates’ accounts, the custody account-keeping institutions will request Société Générale Securities Services (Affiliate 042) – 32, rue du Champ de Tir, 44312 Nantes Cedex, to make payment of the compensation for the shares registered in their books which have not been tendered into the public tender offer, and will credit the accounts of Direct Énergie shareholders with the compensation due. Société Générale Securities Services has been appointed by Total to act as the custody account-keeper to centralize completion of these transactions.

Compensation not requested by the custody account-keeping institutions on behalf of the beneficiaries will be kept by Société Générale Securities Services for a period of ten years after the squeeze-out and will be transferred to the Caisse des Dépôts et Consignations following the expiry of such period. Such compensation payments may be claimed at any time by their respective beneficiaries, subject to a thirty-year statute of limitations, after which such funds will become the property of the French State.

Direct Énergie’s shares will be delisted from Euronext Paris on September 27, 2018, after the closing of the markets, the date of implementation of the squeeze-out.

The tender offer document relating to the public tender offer is available on the websites of the AMF (amf-france.org) and of Total (total.com), and may also be obtained free of charge upon request from Total (La Défense 6, 2 place Jean Millier, 92400 Courbevoie), Lazard Frères Banque (121 Boulevard Haussmann, 75382 Paris Cedex 08) and Société Générale (CORI/COR/SEG, 75886 Cedex 18).

This press release was prepared and published in accordance with the provisions of Article 237-16 III of the AMF’s general regulations and its instruction no. 2006-07 relating to public tender offers.

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Disclaimer

This press release must not be published, broadcasted or distributed, directly or indirectly, in any country in which the distribution of this information is subject to legal restrictions.

The release, publication or distribution of this press release in certain countries may be subject to legal or regulatory restrictions. Therefore, persons located in jurisdictions where this press release is released, published or distributed must inform themselves about such restrictions and comply with them. Total disclaims any responsibility for any violation of such restrictions by anyone.

To the extent permissible under applicable laws and regulations, including Rule 14e-5 under the U.S. Exchange Act, Total and its affiliates or its broker and its broker’s affiliates (acting as agents or on behalf of Total or its affiliates, as applicable) may from time to time after the date hereof, including other than pursuant to the tender offer, directly or indirectly purchase any equity-linked securities. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In no event will any such purchases be made for a price per share that is greater than the tender offer price. No purchases will be made outside of the tender offer in the United States of America by or on behalf of the Total or its affiliates. In addition, the financial advisors to Total may also engage in ordinary course trading activities in securities of Direct Énergie, which may include purchases or arrangements to purchase such securities.

This press release may include '"forward-looking statements" and language indicating trends, such as the words "anticipate", "expect", “approximate”, “believe”, “could”, “should”, “will”, “intend”, “may”, “potential” and other similar expressions. These forward-looking statements are only based upon currently available information and speak only as of the date of this press release. Such forward-looking statements are based upon management’s current expectations and are subject to a significant business, economic and competitive risks, uncertainties and contingencies, many of which are unknown and many of which Total is unable to predict or control. Such factors may cause Total’s actual results, performance or plans with respect to the transaction to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. Total will not accept any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups. Total expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

About Total

Total is a global integrated energy producer and provider, a leading international oil and gas company, a major player in low-carbon energies. Our 98,000 employees are committed to better energy that is safer, cleaner, more efficient, more innovative and accessible to as many people as possible. As a responsible corporate citizen, we focus on ensuring that our operations in more than 130 countries worldwide consistently deliver economic, social and environmental benefits.

Cautionary note

This press release, from which no legal consequences may be drawn, is for information purposes only. The entities in which TOTAL S.A. directly or indirectly owns investments are separate legal entities. TOTAL S.A. has no liability for their acts or omissions. In this document, the terms “TOTAL” and “TOTAL Group” and “Group” are sometimes used for convenience where general references are made to TOTAL S.A. and/or its subsidiaries. Likewise, the words “we”, “us” and “our” may also be used to refer to subsidiaries in general or to those who work for them.

This document may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and are subject to a number of risk factors. Neither TOTAL S.A. nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of new information, future events or otherwise.

¹ Based on a share capital of 46,573,934 shares representing 47,014,630 theoretical voting rights.

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