No securities regulatory authority has expressed an opinion about these securities and it is an offence

Informations

• Publié par: Moshug
• Nombre de lectures: 19
• Langue: English

Extrait

Base Shelf Prospectus
No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.
This short form base shelf prospectus has been filed under legislation in each of the provinces of Canada that permits certain information about these
securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation
requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to
purchase any of these securities.
This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale
and therein only by persons permitted to sell such securities. The securities to be offered hereunder have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "1933 Act"), and may not be offered, sold or delivered within the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act). See "Plan of Distribution".
Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar
authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Secretary, Total
Capital Canada Ltd., at 2900, 240 – 4th Avenue S.W., Calgary, Alberta T2P 4H4, telephone [phone], or from the Secretary, Total Capital S.A., at 2,
place Jean Millier, La Défense 6, Courbevoie, France, 92400, telephone [phone] and are also available electronically at www.sedar.com.
Short Form Base Shelf Prospectus

New Issue September 14, 2010

Total Capital Canada Ltd.
and
Total Capital S.A.
Cdn. $4,000,000,000
Medium Term Notes
(Unsecured)
Unconditionally guaranteed as to payment of
all amounts payable thereunder by
TOTAL S.A.
Total Capital Canada Ltd. ("Total Capital Canada") and Total Capital S.A. ("Total Capital" and, together with Total Capital
Canada, the "Issuers") may offer to the public from time to time, during the 25-month period that this short form base shelf
prospectus, including any amendments hereto (the "Prospectus"), remains valid, up to Cdn. $4,000,000,000 aggregate
principal amount, or the equivalent thereof in one or more non-Canadian currencies or currency units, of their medium term
notes (the "Notes"). The Notes of an Issuer will be issued in one or more tranches of one or more series of debentures under
an indenture to be entered into among the Issuer, TOTAL S.A. (the "Guarantor") and BNY Trust Company of Canada, as
trustee (including any successor with respect to one or more series of Notes pursuant to the terms of the relevant Indenture,
the "Trustee"), as the same may be amended and supplemented from time to time (the "Indenture" of such Issuer and,
together with the Indenture of the other Issuer, the "Indentures"). The Indenture of Total Capital Canada and the Indenture of
Total Capital will be substantially similar. As used in this Prospectus, "Issuer" means Total Capital Canada or Total Capital,
as the case may be, as issuer of the relevant Notes offered pursuant to an applicable pricing supplement.
The Notes will bear interest at a fixed or floating rate and will be issued in either global form or definitive form. Unless
otherwise specified in the applicable pricing supplement, the Notes will be issuable in integral multiples of $1,000. The
Notes will be issued under the Indenture as direct, unsecured and unsubordinated indebtedness of the Issuer and will rank
pari passu with all other present and future unsecured and unsubordinated indebtedness for borrowed money of the Issuer,
subject to exceptions provided by applicable law and except as to any sinking fund or analogous provision which pertains
exclusively to a particular series of Notes. Unless otherwise specifically stated to the contrary in a pricing supplement, an
Issuer shall have no liability or obligation with respect to any Notes issued by the other Issuer. Unless we otherwise specify
in the applicable pricing supplement, the Notes will not be redeemable by us or repayable at the option of the holder prior to
their maturity date. The specific variable terms of the Notes to be offered and sold hereunder will be set out in one or more
pricing supplements which will be delivered to purchasers together with this Prospectus in conjunction with the sale of the
Notes. The Issuers reserve the right to set forth in a pricing supplement specific variable terms that are not within the options
and parameters set forth herein. See "Description of the Notes and Guarantee".
An Issuer's payment obligations under the Notes will be unconditionally guaranteed by the Guarantor, a société anonyme
incorporated under the laws of France, when and as the same become payable (the "Guarantee"). The obligations of the
Guarantor under the Guarantee of the Notes will rank pari passu with all other present and future unsecured and
unsubordinated indebtedness of the Guarantor, subject to certain exceptions provided by the laws of France. See
"Description of the Notes and Guarantee".
Unless otherwise specified in the applicable pricing supplement, there is no market through which these securities
may be sold and purchasers may not be able to resell securities purchased under this Prospectus. This may affect the
pricing of securities in the secondary market, the transparency and availability of trading prices, the liquidity of the
securities, and the extent of issuer regulation. See "Risk Factors".
Rates on Application

The Notes may be offered by BMO Nesbitt Burns Inc., Société Générale Securities Inc., CIBC World Markets Inc., Citigroup
Global Markets Canada Inc., HSBC Securities (Canada) Inc., Merrill Lynch Canada Inc., RBC Dominion Securities Inc.,
Scotia Capital Inc. and TD Securities Inc. pursuant to the Dealer Agreement (as defined below) referred to under "Plan of
Distribution", or by such other investment dealers as may be selected from time to time by the Issuers (collectively, the
"Dealers" or, individually, a "Dealer"). The Dealers shall act as an Issuer's agents or principals, as the case may be, subject to
confirmation by the Issuer pursuant to the Dealer Agreement. The Notes may be offered at par or at a discount or premium.
The rate of commission payable in connection with sales of the Notes by an Issuer through the Dealers acting as agents will
be determined by the Issuer and the applicable Dealer at the time of sale. An Issuer may also sell Notes to any Dealer, as
principal, at such prices and with such commissions as may be agreed upon by the Issuer and such Dealer, for resale to the
public at prices to be negotiated by the Dealer with each purchaser. Such resale prices may vary during the distribution
period and as between purchasers. The Notes may also be offered directly by an Issuer to purchasers pursuant to applicable
statutory exemptions at such prices and on such terms as may be negotiated by the Issuer with any purchaser. No
commission will be payable on Notes sold directly to purchasers by the Issuer.
For the purposes of applicable securities legislation in certain Canadian provinces, the Issuers may be considered to
be connected issuers of each of Société Générale Securities Inc., CIBC World Markets Inc., Citigroup Global Markets
Canada Inc., HSBC Securities (Canada) Inc., Merrill Lynch Canada Inc., RBC Dominion Securities Inc., Scotia
Capital Inc. and TD Securities Inc., as each are, directly or indirectly, wholly-owned or majority-owned subsidiaries
or affiliates of Canadian chartered banks or domestic or foreign financial institutions which have extended credit
facilities to the Guarantor or its subsidiaries upon which they may draw from time to time. See "Plan of Distribution".
Total Capital Canada is a corporation incorporated under the laws of Alberta. The head and registered office of Total Capital
Canada is located at 2900, 240 – 4th Avenue S.W., Calgary, Alberta, T2P 4H4. Total Capital is a société anonyme
incorporated under the laws of France. The head and registered office of Total Capital is located at 2, place Jean Millier – La
Défense 6, Courbevoie, France, 92400.
Each of Total Capital and the Guarantor is a société anonyme incorporated under the laws of France, resides outside of
Canada and has substantial assets located outside of Canada. Although each of Total Capital and the Guarantor has
appointed Total Capital Canada as its agent for service of process for certain securities law purposes in each of the provinces
of Canada, it may not be possible for investors to enforce judgments obtained in Canada against Total Capital or the
Guarantor.
The offering is subject to approval of certain legal matters on behalf of the Issuers and the Guarantor by Bennett Jones LLP
and on behalf of the Dealers by McCarthy Tétrault LLP.
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