Registration Document 2005 - Total.com

8
General information
Information on holdings
Information on holdings
General information
As of December 31, 2005:
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682 companies were fully consolidated, 11 were proportionately
consolidated and 94 were accounted for using the equity
method;
the TOTAL S.A. accounting scope of consolidation includes
all companies in which the Company holds a direct or indirect
interest, the book value of which on that date is at least equal to
10% of the amount of TOTAL S.A. equity or of the consolidated
net assets of the Group, or which has generated at least 10% of
the TOTAL S.A. net income or of the Group’s consolidated net
income during the last year.
A list of the principal companies consolidated by TOTAL S.A. is
provided in a summary table in note 33 to the consolidated financial
statements (pages 228 and 229).
Shareholders’ agreement concerning
Sanofi-Aventis (1)
A shareholders’ agreement (2) was signed by Elf Aquitaine and
L’Oréal on April 9, 1999 for an initial term of six years commencing
December 2, 1998, which ended on December 2, 2004. It was
renewable by tacit agreement and, after the sixth year, either party
had the option to terminate the agreement at any time, provided
they gave notice one year in advance. The agreement was
amended on November 24, 2003 (3) . The amendment stated that
TOTAL S.A. would henceforth be party to the agreement, that the
agreement would terminate on December 2, 2004, and that the
parties would not act together in relation to Sanofi-Synthélabo after
that date.
On June 6, 2005, in AMF notice 205C1014, TOTAL S.A. declared
that it held less than 20% of the voting rights in Sanofi-Aventis,
that is 12.79% of Sanofi-Aventis share capital and 19.58% of the
voting rights, following the dissolution of the company Valorisation
et Gestion Financière on May 29, 2005, which resulted in a loss
of double voting rights. In the same notice, TOTAL S.A. noted
that it was no longer acting together with L’Oréal, in relation to
Sanofi-Synthélabo, since the expiration on December 2, 2004 of
the agreement signed on April 9, 1999 between TOTAL S.A. and
L’Oréal.
In fiscal year 2005, the TOTAL Group’s stake, held indirectly
through its 99.48% subsidiary Elf Aquitaine, was changed from
(1) Sanofi-Synthélabo became Sanofi-Aventis on August 20, 2004 following the merger between Aventis and Sanofi-Synthélabo.
(2) Prospectus approved by the Commission des opérations de Bourse (COB) on April 15, 1999 under No. 99-399.
(3) AMF notice 203C2012 dated November 28, 2003.
162 TOTAL - Registration Document 2005
12.65% of the stock and 21.49% of the voting rights of Sanofi-
Aventis as of December 31, 2004 to 12.74% of the stock and
19.58% of the voting rights as of December 31, 2005.
For a description of Sanofi-Aventis, please consult information
released by that company.
TOTAL holdings in Cepsa
TOTAL has been a shareholder in the Spanish oil and gas company
Cepsa since 1990. Elf Aquitaine and the Spanish bank Santander
Central Hispano S.A. (“SCH”) entered into various contracts
concerning their investments in and cooperation regarding Cepsa.
As of December 31, 2005, TOTAL held 36.97% of Cepsa’s capital
through its 99.48% owned subsidiary Elf Aquitaine. In addition,
TOTAL indirectly held 8.31% of Cepsa’s share capital through its
investment in the Spanish holding company Somaen Dos. Together,
this amounts to a total direct and indirect holding of 45.28%. The
other major shareholders of Cepsa are SCH, Union Fenosa and
International Petroleum Investment Company.
Without prior consultation with TOTAL, SCH, which at the time
had an indirect holding of 19.92% in the share capital of Cepsa,
launched a tender offer on September 26, 2003 for 16% of
Cepsa’s share capital at a price of 28 euros per share.
On October 7, 2003, TOTAL transmitted to the CNMV (Comision
Nacional del Mercado de Valores) the contracts it had entered into
with SCH, as stipulated by Spanish Law 26/2003 of July 17, 2003
regarding transparency for listed companies.
Given the persistent disagreements between TOTAL and SCH
regarding the possible impact of Spanish Law 26/2003 on their
contractual relationships and in order to protect its rights, TOTAL
announced that, pursuant to the arbitration clauses in the relevant
agreements between SCH and TOTAL, it had initiated arbitration
proceedings before the Netherlands Arbitration Institute at the
Hague on October 13, 2003.
At the close of its tender offer on November 24, 2003, SCH had
acquired 12.13% of Cepsa’s share capital.
On November 25, 2003, the Netherlands Arbitration Institute at
the Hague rendered a decision imposing provisional measures
pending final judgment on the merits of the case. The proceedings
on the merits of the case are in progress and it is possible that the
Netherlands Arbitration Institute will render its decision in 2006.