LONDON & PARIS & HOUSTON--(BUSINESS WIRE)--Regulatory News:
TechnipFMC plc (NYSE: FTI) (Paris: FTI) (ISIN:GB00BDSFG982) today announced the timing and details regarding its previously announced separation into two industry-leading, independent, publicly traded companies: TechnipFMC, a fully integrated technology and services provider; and Technip Energies, a leading engineering and technology player (“Technip Energies”). The transaction is structured as a spin-off of a majority stake in TechnipFMC’s Technip Energies segment in the form of a share dividend pursuant to which holders of TechnipFMC shares will receive shares of Technip Energies (the “Spin-off”).
Subject to satisfaction of customary conditions and receipt of regulatory approvals, the last day of trading of TechnipFMC shares that include the right to receive Technip Energies shares on the New York Stock Exchange (“NYSE”) and Euronext Paris stock exchange (“Euronext Paris”) will be February 12, 2021 and February 15, 2021, respectively. TechnipFMC shares would then commence trading on a standalone basis on NYSE and Euronext Paris on February 16, 2021.
TechnipFMC has established February 16, 2021 as the distribution date (the “Distribution Date”) and 5:00 p.m., New York time, on February 17, 2021 as the record date (the “Record Date”). On the Distribution Date, TechnipFMC shareholders on the Record Date will be eligible to receive, based on the expected distribution ratio, one Technip Energies share for every five TechnipFMC shares (the “Distribution”).
Technip Energies will become an independent public company and no longer part of TechnipFMC at 9:00 a.m. CET on the ex-date, February 16, 2021, which is the dividend detachment date in respect of the Distribution of the Technip Energies shares. Accordingly, Technip Energies shares will commence trading on an if-and-when-delivered (conditional upon delivery) basis on Euronext Paris at market open at 9:00 a.m. CET on February 16, 2021, with delivery on February 23, 2021 (the “Payment Date”). Regular trading in the Technip Energies shares on Euronext Paris will start at 9:00 a.m. CET on February 19, 2021.
Technip Energies intends to establish a sponsored American Depositary Receipt (“ADR”) program in the United States as of the Payment Date. Trading of the ADRs is expected to commence on the over-the-counter market upon approval and announcement by the Financial Industry Regulatory Authority, Inc. (“FINRA”). There is no assurance when trading of the ADRs will begin. Technip Energies will provide a subsequent announcement with updated information regarding the trading of the ADRs following Technip Energies’ receipt of such information from FINRA.
TechnipFMC shareholders will not receive fractional Technip Energies shares. In the event that a TechnipFMC shareholder is entitled to receive fractional Technip Energies shares, such fractional Technip Energies shares will be aggregated and sold. Following completion of such sale, each such TechnipFMC shareholder will receive from the relevant intermediary a cash payment from the net proceeds of the sale in lieu of any fractional Technip Energies shares that such TechnipFMC shareholder would have otherwise received.
In advance of the Spin-off, Technip Energies will publicly file a definitive version of the registration statement on Form F-1, which will be available at www.sec.gov, and will publish a European prospectus that has been approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) and passported to the French Autorité des marchés financiers. The European prospectus will be published and made available at no cost through the corporate website of Technip Energies (www.technipenergies.com).
Important Information for Investors and Securityholders
TechnipFMC is a global leader in the energy industry; delivering projects, products, technologies and services. With our proprietary technologies and production systems, integrated expertise, and comprehensive solutions, we are transforming our customers’ project economics.
Organized in three business segments — Subsea, Surface Technologies and Technip Energies — we are uniquely positioned to deliver greater efficiency across project lifecycles from concept to project delivery and beyond. Through innovative technologies and improved efficiencies, our offering unlocks new possibilities for our customers in developing their energy resources and in their positioning to meet the energy transition challenge.
Each of our approximately 36,000 employees is driven by a steady commitment to clients and a culture of project execution, purposeful innovation, challenging industry conventions, and rethinking how the best results are achieved.
TechnipFMC utilizes its website www.TechnipFMC.com as a channel of distribution of material company information. To learn more about us and how we are enhancing the performance of the world’s energy industry, go to www.TechnipFMC.com and follow us on Twitter @TechnipFMC.
This release contains “forward-looking statements” as defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. Words such as “expect,” “plan,” “intend,” “would,” “will,” and similar expressions are intended to identify forward-looking statements, which are generally not historical in nature, and include any statements with respect to the potential separation of the Company into TechnipFMC and Technip Energies, the expected financial and operational results of TechnipFMC and Technip Energies after the potential separation and expectations regarding TechnipFMC’s and Technip Energies’ respective capital structures, businesses or organizations after the potential separation. Such forward-looking statements involve significant risks, uncertainties and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. For information regarding known material factors that could cause actual results to differ from projected results, please see our risk factors set forth in our filings with the U.S. Securities and Exchange Commission, which include our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, our filings with the Autorité des marchés financiers or the U.K. Financial Conduct Authority, as well as the following:
- risks associated with disease outbreaks and other public health issues, including the coronavirus disease 2019, their impact on the global economy and the business of our company, customers, suppliers and other partners, changes in, and the administration of, treaties, laws, and regulations, including in response to such issues and the potential for such issues to exacerbate other risks we face, including those related to the factors listed or referenced below;
- risks associated with the impact or terms of the potential separation;
- risks associated with the benefits and costs of the potential separation, including the risk that the expected benefits of the potential separation will not be realized within the expected time frame, in full or at all;
- risks that the conditions to the potential separation, including regulatory approvals, will not be satisfied and/or that the potential separation will not be completed within the expected time frame, on the expected terms or at all;
- the expected tax treatment of the potential separation, including as to shareholders in the United States or other countries;
- risks associated with the sale by TechnipFMC of shares of Technip Energies to Bpifrance Participations SA, including whether the conditions to closing will be satisfied;
- changes in the shareholder bases of TechnipFMC and Technip Energies, and volatility in the market prices of their respective shares, including the risk of fluctuations in the market price of Technip Energies’ shares as a result of substantial sales by TechnipFMC of its interest in Technip Energies;
- risks associated with any financing transactions undertaken in connection with the potential separation;
- the impact of the potential separation on our businesses and the risk that the potential separation may be more difficult, time-consuming or costly than expected, including the impact on our resources, systems, procedures and controls, diversion of management’s attention and the impact on relationships with customers, governmental authorities, suppliers, employees and other business counterparties;
- unanticipated changes relating to competitive factors in our industry;
- our ability to timely deliver our backlog and its effect on our future sales, profitability, and our relationships with our customers;
- our ability to hire and retain key personnel;
- U.S. and international laws and regulations, including existing or future environmental or trade/tariff regulations, that may increase our costs, limit the demand for our products and services or restrict our operations;
- disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business; and
- downgrade in the ratings of our debt could restrict our ability to access the debt capital markets.
We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.
This press release is intended for informational purposes only for the shareholders of TechnipFMC, the majority of whom reside in the United States, the United Kingdom and Europe. This press release does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the “Prospectus Regulation”), and Technip Energies’ shares will be distributed in circumstances that do not constitute “an offer to the public” within the meaning of the Prospectus Regulation. This press release is not intended for distribution in jurisdictions that require prior regulatory review and authorization to distribute a press release of this nature.