Securities Law & Instruments

Headnote

Securities exchange take-over bid made by a French offeror for a French offeree - Offerto be made in accordance with United States federal securities laws, subject to limitedtender offer exemptive relief available pursuant to the "Tier II" exemption provided by theSecurities and Exchange Commission rule entitled "Cross-Border and Exchange Offers,Business Combinations and Rights Offerings" - Offeror cannot rely upon the de minimisexemption in the Act, even though the United States has been recognized by theCommission for purposes of this exemption, because the offeror is relying upon the TierII exemption - Exemption granted from the requirements of Part XX, subject to certainconditions

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as amended, ss. 93(1)(e), 95-100 and 104(2)(c)


IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF
TOTAL FINA ELF S.A.

ORDER
(Clause 104(2)(c))

UPON the application (the "Application") of Total Fina Elf S.A. ("TotalFinaElf") to theOntario Securities Commission (the "Commission") for an order pursuant to clause104(2)(c) of the Act that TotalFinaElf be exempt from the requirements of sections 95 to100 of the Act in respect of a securities exchange take-over bid (the "US Offer") byTotalFinaElf to acquire shares (the "Elf Aquitaine Shares") and American DepositaryShares (the "Elf Aquitaine ADS") of Elf Aquitaine ("Elf Aquitaine");

AND UPON considering the Application and the recommendation of staff of theCommission;

AND UPON TotalFinaElf having represented to the Commission as follows:

1. TotalFinaElf is an international integrated oil and gas company based in France.TotalFinaElf is not a reporting issuer or the equivalent in any province of Canada.

2. As at April 30, 2000, there were 724,479,039 shares of TotalFinaElf (the"TotalFinaElf Shares") issued and outstanding. The TotalFinaElf Shares are listedon the Paris, Brussels and London stock exchanges and are quoted on theinternational SEAQ.

3. The TotalFinaElf Shares also trade in the form of American Depositary Shares (the"TotalFinaElf ADS"). Each TotalFinaElf ADS represents an entitlement to one-halfof one TotalFinaElf Share. The TotalFinaElf ADS are listed on the New York StockExchange (the "NYSE").

4. Elf Aquitaine is an international oil and gas company with headquarters in France.To TotalFinaElf's knowledge, Elf Aquitaine is not a reporting issuer or theequivalent in any province of Canada.

5. In July 1999, TotalFinalElf commenced a securities exchange take-over bid inFrance, followed by a concurrent securities exchange take-over bid in the UnitedStates and certain other jurisdictions, including Ontario (collectively, the "InitialExchange Offers"), for all of the outstanding Elf Aquitaine Shares and Elf AquitaineADS. The Initial Exchange Offer was made in Ontario in reliance upon adiscretionary exemption granted by the Commission in October 1999.

6. Upon completion of the Initial Exchange Offers on or about October 26, 1999,TotalFinaElf owned approximately 95% of the outstanding Elf Aquitaine Shares,including the Elf Aquitaine ADS.

7. As at June 30, 2000, there were approximately 277,456,732 Elf Aquitaine Sharesissued and outstanding, including 1,729,998 Elf Aquitaine ADS. Each Elf AquitaineADS represents an entitlement to one-half of one Elf Aquitaine Share.

8. The Elf Aquitaine Shares are listed on the Paris Stock Exchange and the ElfAquitaine ADS are listed on the NYSE.

9. As of April 30, 2000, TotalFinaElf owned, directly or indirectly, 265,116,084 ElfAquitaine Shares (including Elf Aquitaine ADS), representing approximately 95.55%of the outstanding Elf Aquitaine Shares (including Elf Aquitaine ADS).

10. To TotalFinaElf's knowledge, as of July 21, 2000, there were:

A. four registered holders of Elf Aquitaine Shares in Ontario holding 9,000 ElfAquitaine Shares representing approximately 0.0032% of the class;

B. four registered holders of Elf Aquitaine ADS in Ontario holding 710 ElfAquitaine ADS; and

C. 25 beneficial holders of Elf Aquitaine ADS in Ontario holding 2,688 ElfAquitaine ADS through a plan (the "Global Buy Direct Bank Plan")sponsored by the Bank of New York ("BONY") pursuant to which participantsmay acquire beneficial ownership of Elf Aquitaine ADS registered in thename of a nominee of BONY.

11. To TotalFinaElf's knowledge, less than 0.004% of issued and outstanding ElfAquitaine Shares (including Elf Aquitaine ADS) are held either by holders havinga registered address in Ontario and/or beneficial holders in Ontario participatingthrough the Global Buy Direct Bank Plan.

12. TotalFinaElf is making two exchange offers (collectively, the "Offers") to acquire allof the outstanding Elf Aquitaine Shares and Elf Aquitaine ADS not already held byTotalFinaElf. Pursuant to the Offers, each holder of Elf Aquitaine Shares willreceive four TotalFinaElf Shares for every three Elf Aquitaine Shares tendered andeach holder of Elf Aquitaine ADS will receive four Elf Aquitaine ADS for every threeElf Aquitaine ADS tendered.

13. One Offer is being made in accordance with the laws of France and wascommenced on June 15, 2000 (the "French Offer").

14. The US Offer, which was commenced on July 27, 2000, is being made inaccordance with the federal securities laws of the United States, subject to limitedtender offer exemptive relief (the "Tier II Exemption") available to TotalFinaElf. TheTier II Exemption is codified in a rule of the Securities and Exchange Commission(the "SEC") entitled "Cross-Border and Exchange Offers, Business Combinationsand Rights Offerings", which came into effect on January 24, 2000. TotalFinaElfmay rely upon the Tier II Exemption because United States holders of Elf AquitaineShares and Elf Aquitaine ADS hold less than 40% of such securities (countedtogether as a single class and excluding those Elf Aquitaine Shares and ElfAquitaine ADS held by TotalFinaElf).

15. The US Offer is being made to, among others, holders of Elf Aquitaine Shares andElf Aquitaine ADS in the United States. The US Offer was commenced on July 27,2000 and will expire, unless extended, on September 1, 2000.

16. The terms of the US Offer are set out in the prospectus and exchange offer circular,dated July 27, 2000 (the "US Offer Document"). The US Offer Document iscontained in a Registration Statement (the "Registration Statement") on Form F-4,as amended and filed with the SEC on July 27, 2000. The Registration Statementwas declared effective by the SEC on July 27, 2000.

17. Upon expiration of the US Offer, the deposit agreement governing the Elf AquitaineADS will be terminated. In addition, Elf Aquitaine has announced its intention todelist the Elf Aquitaine ADS from the NYSE and delist the Elf Aquitaine Shares fromthe Paris Stock Exchange. If there are fewer than 300 holders of record of ElfAquitaine Shares resident in the United States after completion of the US Offer,registration of the Elf Aquitaine Shares may be terminated upon application by ElfAquitaine to the SEC.

18. Although the Commission has recognized the laws of the United States for thepurpose of clause 93(1)(e) of the Act, TotalFinaElf cannot rely upon the exemptionin clause 93(1)(e) from the requirements in sections 95-100 of the Act because itis relying upon the Tier II Exemption in connection with the US Offer.

19. The US Offer is being made upon the same terms and conditions to Ontario holdersof Elf Aquitaine Shares and Elf Aquitaine ADS (collectively, the "Ontario Holders")as it is being made to holders of such securities in the United States (collectively,the "US Holders").

20. All materials relating to the US Offer and any amendment thereto that have been,or will be, sent to US Holders have been, or will be, sent concurrently to all OntarioHolders whose last address shown on the books of Elf Aquitaine is in Ontario(collectively, the "Ontario-Registered Holders") and filed with the Commission.

AND UPON the Commission being satisfied that to so order would not be prejudicialto the public interest;

IT IS ORDERED pursuant to clause 104(2)(c) of the Act that TotalFinaElf is exemptfrom the requirements in sections 95 to 100 of the Act in connection with the US Offer,provided that all materials relating to the US Offer that are sent to US Holders are sentconcurrently to all Ontario-Registered Holders and filed forthwith with the Commission.

August 1st, 2000.

"J. A. Geller"      "R. Stephen Paddon"