The draft reply document was filed with the Autorité des marchés financiers (the “AMF”) on 30 May 2016. It was established in accordance with Articles 231-19 and 231-26 of the General Regulations of the AMF.
This draft response document is available on the websites of Saft Groupe SA (www.saftbatteries.com) and the AMF (www.amf-france.org) and can be obtained without charge from:
in accordance with Article 231-28 of the AMF General Regulations, information relating to the characteristics, including legal, financial and accounting Saft Groupe SA will be filed with the AMF and made available to the public no later than the day before the opening of the public offer.
A financial notice will be published no later than the day before the opening of the public offer to inform the public of the terms of provision of such information.
REMINDER OF CONDITIONS OFFRE4
Background of the Offer 6
Shares held by the Offeror 7
Reminder of the terms of the Offer 7
regulatory Authorities 7
Threshold sunset 7
Location of holders of Options 7
Intentions of the Offeror concerning the continued listing of the Company at the close of the Offer 8
Squeeze 8
Radiation Euronext Paris 9
Transaction Agreement 12
Liquidity of ordinary shares resulting from the conversion of preference shares allotted free of charge and the exercise of options subject to a mandatory holding 12
capital Structure of the Company 13
statutory restrictions on the exercise of voting rights and the transfer of Shares or clauses agreements brought to the knowledge of the Company pursuant to Article L. 233-11 of the commercial Code 14
direct and indirect holdings in the capital Company known to it under Articles L. 233-7 and L. 233-12 of the commercial Code 14
holders List any securities with special control rights and description of these ci16
control mechanisms provided for in any employee share scheme where the rights of control are not exercised by employees 16
Agreements between shareholders of which the Company is aware and which may result in restrictions on the transfer of shares and the exercise of voting rights 16
Rules governing the appointment and replacement of members of the Supervisory Board and to amend the articles of the Company 16
Executive Powers, particularly in the issuance or redemption of securities 17
impact of a change of control over the agreements concluded by the Company 18
agreements providing for compensation for Executive Board members, if they resign or are dismissed without just cause or if their employment is terminated due to a public offering 19
In application of Title III of Book II and more specifically of articles 231-13 and 232-1 et seq of the AMF General Regulations, Total, a company whose registered office is 2 place Jean Millier La Défense 6, 92400 Courbevoie, registered with the trade and companies Nanterre under number 542 051 180, and whose shares are admitted to trading on settlement of Euronext Paris ( “Euronext Paris”) under ISIN FR0000120271 code (symbol “FP”) ( “Total” or “Offeror”) offers irrevocably to shareholders of Saft Group, a company with a Management Board and Supervisory Board whose registered office is at 12 rue Sadi Carnot, 93170 Bagnolet, registered with the Bobigny trade and companies under number 481 480 465, and shares admitted to trading on Euronext Paris under ISIN code FR0010208165 ( “Saft Group” or the “Company”), to acquire under the conditions described in the information note of the draft prepared by Total, filed with the AMF May 9, 2016 (the “Offer Document Project”), all of their Saft Groupe shares admitted on Euronext Paris at a price (coupon of 0.85 per share 1 detached) of € 36.50 per share (subject to adjustment) (the “Offer”).
The Offer relates to all of Saft Groupe shares not held by the Offeror or, on the basis of information provided by the Offeror to the Company:
Saft Groupe shares that are already issued, or taking into account the shares held by Total 2 , a maximum of 23,406,505 shares Saft group, representing 23,406,505 gross voting rights 3 or
Saft Groupe shares that would be issuable before the close of the Offer or the Subsequent Offer (as that term is defined in paragraph 2.13 of the Offer Document Project), due to the exercise of stock options granted by the Company ( “Options”) insofar as they are exercisable prior to the closing of the Offer or the Subsequent Offer as applicable, to a maximum of 435,846 new shares Saft Group 4
or on the basis of information provided by the Offeror, a maximum number of Saft Groupe shares subject to the Offer equal to 23,842,351 5 .
The Proposed Specific Information Note that the Offer also covers shares that may be issued under the dividend payment in shares decided by the General Meeting of the Company dated 13 May 2016.
the Project Information Note also specifies that the Offer is not about the 4425 preference shares to be issued, convertible into up to 442,500 ordinary shares allocated
1 total amount voted by the General meeting of Saft Group May 13, 2016.
2 Between the date of deposit of the Information Note Project and May 27, 2016, the Offeror acquired, according to information provided to the Company 2,121,548 shares of the Company.
3 including the 50,185 treasury shares .
4 Each member of the Management Board of the Company is required to maintain for the duration of his mandate at least 15% of the shares resulting from the exercise of options from the map 3 of 22 January 2008.
5 given the shares acquired by the Offeror exercises of options and cancellation of shares since the filing of the draft note information.
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