Total launches synthetic bond financing



ParisTotal is raising approximately $1.2 billion of new debt financing through a structure combining the issue of non-dilutive cash-settled convertible bonds with the purchase of cash-settled call options to hedge Total's exposure to the exercise of the conversion rights under the bonds. The combination of these two products will create a synthetic bond financing equivalent to a standard debt instrument with no dilution for shareholders. The bonds will have a seven year maturity.
It is anticipated that one or more of the joint book-runners will enter into transactions to hedge their respective positions in respect of the call options.
Total intends to use the net proceeds of the issuance of the bonds for general corporate purposes. The final terms of the bonds are expected to be announced later today.
The bonds will be offered via an accelerated book building process through a private placement only to institutional investors outside the United States, Australia, Canada and Japan. No prospectus, offering circular or similar document will be prepared in respect of the offering of the bonds.
Cautionary Note
This press release, from which no legal consequences may be drawn, is for information purposes only and may not be reproduced, retransmitted, forwarded or otherwise distributed to any other person.  This press release does not constitute or form part of, any offer or solicitation to purchase or subscribe for, or to sell securities, or any offer to provide financial services. The Bonds referred to herein are not to be offered to the public in any jurisdiction. This press release and any other document relating to the Bonds may only be published outside of France in conformity with applicable local laws and regulations, and shall not constitute an offer for securities in jurisdictions where such an offer would violate applicable local law.
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” 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.

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