Total Fina Elf.
17 November 2000
Results of the Exchange Offer by
the French company TOTAL FINA ELF
for all shares not yet in its possession of
the Belgian societe anonyme
PETROFINA
At the closing date of the Exchange Offer on November 7, 2000, 202 930 PetroFina
shares had been tendered to this offer. As a consequence, TOTAL FINA ELF now
holds 23 480 610 PetroFina shares, i.e. 99,62% of the share capital of
PetroFina.
The delivery of the shares to PetroFina shareholders who tendered their shares
to the Exchange Offer will take place on November 23, 2000.
In consideration for the tender of the PetroFina shares, TOTAL FINA ELF has
issued 913 185 new TOTAL FINA ELF shares. Applications have been made for the
listing of these shares on the Paris, London and Brussels Stock Exchanges which
would bring the number of TOTAL FINA ELF shares listed to 739 661 987.
The Exchange Offer will not be reopened.
TOTAL FINA ELF will review the financial, economic, legal and tax implications
of a squeeze-out of the remaining shares not yet in its possession after the
Exchange Offer. TOTAL FINA ELF has not ruled out the possibility of effecting a
squeeze-out in the future.
TOTAL FINA ELF will re-submit its request to the Brussels Stock Exchange for the
de-listing of the PetroFina shares and the PetroFina VVPR Strips. This request
was initially filed on June 10, 1999.
The completion of this Exchange Offer by TOTAL FINA ELF for the PetroFina
shares, combined with the restructuring of the operations of PetroFina
accomplished after the closing of the initial Exchange Offer by TOTAL for
PetroFina shares in 1999, resulted in a combination between TOTAL FINA ELF and
PetroFina S.A., by virtue of Article 12 of the Warrant Agreement executed on
August 5, 1998 between Citibank N.A. and PetroFina, S.A. As a result of this
combination, completed on November 8, 2000, all of the 290 882 outstanding
PetroFina US warrants have automatically been exchanged for 235 614 newly issued
TOTAL FINA ELF US warrants, each TOTAL FINA ELF US warrant giving the right to
subscribe until August 5, 2003 for one TOTAL FINA ELF American Depositary Share
at the price of USD 46,94. In case of exercise, these TOTAL FINA ELF warrants
give, in accordance with the warrant agreement, the right to subscribe for 235
614 TOTAL FINA ELF American Depositary Shares which represent 117 807 newly
issued TOTAL FINA ELF shares.
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