REG-TotalEnergies SE TotalEnergies SE announces the Maximum Acceptance Amount for the tender offer for its €2,500,000,000 Undated Deeply Subordinated Notes issued on 26 February 2015 (ISIN: XS1195202822)

TotalEnergies SEAnnouncement

13/11/2024 07:00

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TotalEnergies SE announces the Maximum Acceptance Amount for the tender offer
for its €2,500,000,000 Undated Deeply Subordinated Notes issued on 26
February 2015 (ISIN: XS1195202822)

 

On 12 November 2024, TotalEnergies SE (the “Company”) (Paris:TTE)
(LSE:TTE) (NYSE:TTE) announced an invitation to the Qualifying Holders of its
outstanding €2,500,000,000 Undated Non-Call 10 Year Deeply Subordinated
Fixed Rate Resettable Notes with a first call date on 26 February 2025 issued
on 26 February 2015 (ISIN: XS1195202822) (all of which are currently
outstanding) and admitted to trading on Euronext Paris (the “Notes”) to
tender their Notes for purchase by the Company for cash up to the Maximum
Acceptance Amount (as defined herein), subject to the conditions described in
the tender offer memorandum dated 12 November 2024 (the “Tender Offer
Memorandum”) prepared by the Company (such invitation, the “Tender
Offer”).

The Company now announces the Maximum Acceptance Amount for the Tender Offer.

The Tender Offer is being made on the terms and subject to the satisfaction or
waiver of the Financing Condition and the other conditions contained in the
Tender Offer Memorandum, and is subject to the offer restrictions set out
below and as more fully described in the Tender Offer Memorandum. Capitalised
terms used in this announcement but not defined have the meanings given to
them in the Tender Offer Memorandum.

The Company successfully priced its dual tranche issuance of €1,250,000,000
Undated Non-Call 5.25 Year Deeply Subordinated Fixed Rate Resettable Notes and
€1,250,000,000 Undated Non-Call 10 Year Deeply Subordinated Fixed Rate
Resettable Notes (together, the “New Notes”). The Maximum Acceptance
Amount (being the maximum aggregate principal amount of Notes the Company
proposes (subject to the satisfaction or waiver of the Financing Condition) to
accept for purchase pursuant to the Tender Offer) has been set by the Company
at EUR 2,500,000,000. The acceptance of any Notes validly tendered for
purchase by Qualifying Holders is at the absolute discretion of the Company
and the Company reserves the absolute right not to accept any Notes validly
tendered pursuant to the Tender Offer.

The purpose of the Tender Offer and the planned issuance of New Notes is,
amongst other things, to proactively manage the Company’s hybrid portfolio.

This announcement must be read in conjunction with the Tender Offer
Memorandum.

Disclaimer

This announcement does not constitute a prospectus. This announcement is
neither an offer to sell nor a solicitation of an offer to buy securities. The
securities which are the subject of this publication were not offered to the
public.

This announcement does not constitute an invitation to participate in the
Tender Offer in or from any jurisdiction in or from which, or to or from any
person to or from whom, it is unlawful to make such invitation under
applicable securities laws. The distribution of this announcement in certain
jurisdictions may be restricted by law. Persons into whose possession this
announcement comes are required to inform themselves about, and to observe,
any such restrictions.

Tenders of Notes for purchase pursuant to the Tender Offer will not be
accepted from qualifying holders in any circumstances in which such offer or
solicitation is unlawful. The Company does not make any recommendation as to
whether or not qualifying holders should participate in the Tender Offer.

United States

The Tender Offer is not being made and will not be made directly or indirectly
in or into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex, telephone,
email and other forms of electronic transmission) of interstate or foreign
commerce of, or any facility of a national securities exchange of, the United
States or to U.S. Persons as defined in Regulation S of the U.S. Securities
Act of 1933, as amended (the Securities Act) (each a U.S. Person) and the
Notes may not be tendered in the Tender Offer by any such use, means,
instrumentality or facility from or within the United States, by persons
located or resident in the United States of America (“U.S. holders” within
the meaning of Rule 800(h) under the Securities Act). Accordingly, copies of
the Tender Offer Memorandum, this announcement and any documents or materials
related to the Tender Offer are not being, and must not be, directly or
indirectly, mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or trustees) in or
into the United States or to any such person. Any purported Tender Instruction
in response to the Tender Offer resulting directly or indirectly from a
violation of these restrictions will be invalid, and any purported Tender
Instructions made by a person located or resident in the United States of
America or any agent, fiduciary or other intermediary acting on a
non‑discretionary basis for a principal giving instructions from within the
United States will be invalid and will not be accepted.

For the purposes of the above paragraph, United States means the United States
of America, its territories and possessions (including Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the District of
Columbia.

Each Qualifying Holder of Notes participating in the Tender Offer will
represent that it is not participating in the Tender Offer from the United
States, that it is participating in the Tender Offer in accordance with
Regulation S under the Securities Act and that it is not a U.S. Person or it
is acting on a non‑discretionary basis for a principal located outside the
United States that is not giving an order to participate in the Tender Offer
from the United States and who is not a U.S. Person.

France

The Tender Offer is being made, directly or indirectly in the Republic of
France to qualified investors (investisseurs qualifiés) as defined in Article
2(e) of the Prospectus Regulation (as defined below), as amended, and Article
L.411-2 of the French Code monétaire et financier as amended from time to
time. The Tender Offer Memorandum and any other offering material relating to
the Tender Offer may be distributed in the Republic of France only to
qualified investors. Neither the Tender Offer Memorandum, nor any other such
offering material has been submitted for clearance to the French Autorité des
marchés financiers (the “AMF”).

Please refer to the Tender Offer Memorandum for the other applicable
jurisdictions.

New Notes

Nothing in this announcement constitutes an offer to sell or the solicitation
of an offer to buy the New Notes in any jurisdiction.

Subject as set out therein, any investment decision to purchase any New Notes
should be made solely on the basis of the debt issuance programme prospectus
dated 10 September 2024 which received approval no. 24-396 from the AMF on 10
September 2024 (the “Debt Issuance Programme Prospectus”) and the
supplement to the Debt Issuance Programme Prospectus dated 8 November 2024
which received approval no. 24-478 from the AMF on 8 November 2024 (the
“Supplement”) which together constitute a base prospectus for the purposes
of Regulation (EU) 2017/1129 as may be amended from time to time (the
“Prospectus Regulation”) and the final terms of the New Notes, and no
reliance is to be placed on any representations other than those contained in
the Debt Issuance Programme Prospectus. Subject to compliance with all
applicable securities laws and regulations, the Debt Issuance Programme
Prospectus and (following the pricing of the New Notes) the relevant final
terms will be available from the Dealer Managers (in their capacity as a joint
lead managers in the context of the issue of the New Notes) on request.

Compliance information for the New Notes: MiFID II / UK MiFIR/
professionals/ECPs-only/No PRIIPs or UK PRIIPs KID – Manufacturer target
market (MIFID II / UK MiFIR product governance) is eligible counterparties and
professional clients only (all distribution channels). No PRIIPs or UK PRIIPs
key information document (KID) has been prepared as not available to retail in
EEA or UK.

For further information, please refer to the Debt Issuance Programme
Prospectus, the Supplement and the relevant final terms.

No action has been or will be taken in any jurisdiction in relation to the New
Notes to permit a public offering of such securities.



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