- Sale of 16 million Technip Energies N.V. (“Technip
Energies”) shares representing ca. 9% of Technip Energies’
issued and outstanding share capital through an accelerated
- Upon completion of the Placement, TechnipFMC plc
(“TechnipFMC”) would retain a stake of ca. 22% of the issued
and outstanding share capital of Technip Energies
TechnipFMC plc (NYSE: FTI) (PARIS: FTI):
This press release is not an offer of
securities for sale into the United States. The securities referred
to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold
in the United States, except pursuant to an applicable exemption
from registration. No public offering of securities is being made
in the United States.
This press release is for information
purposes only and does not constitute an offer to sell or a
solicitation of an offer to buy any securities and the offer of
Technip Energies shares does not constitute a public offering other
than to qualified investors in any jurisdiction, including in
TechnipFMC announces the sale of 16 million Technip Energies
shares (the “Shares”), representing ca. 9% of Technip
Energies’ issued and outstanding share capital, through a private
placement by way of an accelerated bookbuild offering (the
“Placement”). The sale price of the Shares in the Placement
is set at €11.20 per Share, yielding total gross proceeds of €179.2
Upon completion of the Placement, TechnipFMC retains a direct
stake of ca. 22% of Technip Energies’ issued and outstanding share
TechnipFMC has agreed to a 60-day lock-up for its remaining
shares in Technip Energies, subject to waiver from the Joint Global
Coordinators involved in the Placement and certain other customary
exceptions, including transfer of shares to a subsidiary, granting
and enforcement of security interests in connection with financing
and derivative transactions and tender into any public tender offer
for all or part of the shares.
The Placement was conducted without a public offering in any
country and was open to eligible institutional investors.
Settlement for the Placement is expected to take place on or
around August 3, 2021.
This press release is for information purposes only and does not
constitute an offer to sell or a solicitation of an offer to buy
any securities and the offer of shares of Technip Energies (the
“Shares”) by TechnipFMC does not constitute a public
offering other than to qualified investors in any jurisdiction,
including in France.
In member states of the European Economic Area, this
communication and any offer if made subsequently is directed
exclusively at persons who are “qualified investors” within the
meaning of Article 2(e) of the Prospectus Regulation.
In the United Kingdom, any offer of the Shares will be made
pursuant to an exemption under Regulation (EU) 2017/1129 as it
forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the “UK Prospectus Regulation”) from
a requirement to publish a prospectus for offers of Shares. This
communication is for distribution in the United Kingdom only to (i)
investment professionals falling within article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the “Order”) or (ii) high net worth entities and other
persons to whom it may lawfully be communicated, falling within
article 49(2)(a) to (d) of the Order.
The Shares have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the “Securities
Act”), and may not be offered or sold, directly or indirectly,
within the United States or to, or for the account or benefit of,
US persons, absent registration or an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. There will be no public offer of the Shares in the
United States or in any other jurisdiction. The Shares are being
offered outside the United States in transactions that are not
subject to the Securities Act pursuant to Regulation S under the
Securities Act (“Regulation S”) to persons other than US
persons (within the meaning of Regulation S) and in the United
States to "qualified institutional buyers" (“QIBs”) pursuant
to an exemption from, or in transactions not subject to, the
registration requirements of the Securities Act.
In addition to the foregoing restrictions, the release,
publication or distribution of this press release generally may be
restricted by law in certain jurisdictions and persons into whose
possession this document or other information referred to herein
should inform themselves about and observe any such restriction.
Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
The information contained in this announcement is for background
purposes only and does not purport to be full or complete and no
reliance may be placed by any person for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness. Any investment decision to buy Shares in
the Placement must be made solely on the basis of publicly
available information regarding Technip Energies. Such information
is not the responsibility of TechnipFMC.
The Joint Global Coordinators are acting on behalf of TechnipFMC
and no one else in connection with the Placement and will not be
responsible to any other person for providing the protections
afforded to any of its clients or for providing advice in relation
to the Placement.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT
IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE SHARES.
NEITHER TECHNIPFMC NOR THE JOINT GLOBAL COORDINATORS MAKES ANY
REPRESENTATION AS TO (I) THE SUITABILITY OF THE SHARES FOR ANY
PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND
POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SHARES OR (III) THE
FUTURE PERFORMANCE OF THE SHARES EITHER IN ABSOLUTE TERMS OR
RELATIVE TO COMPETING INVESTMENTS.
The information contained in this press release is subject to
change in its entirety without notice up to the settlement date.
TechnipFMC, the Joint Global Coordinators and their respective
affiliates expressly disclaim, to fullest extent permitted by
applicable law, any obligation or undertaking to update, review or
revise any statement contained in this press release whether as a
result of new information, future developments or otherwise.
Important Information for Investors and
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. The words “believe”, “estimated” and other
similar expressions are intended to identify forward-looking
statements, which are generally not historical in nature. 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 United States 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. 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.
TechnipFMC is a leading technology provider to the traditional
and new energy industries, delivering fully integrated projects,
products, and services.
With our proprietary technologies and comprehensive solutions,
we are transforming our clients’ project economics, helping them
unlock new possibilities to develop energy resources while reducing
carbon intensity and supporting their energy transition
Organized in two business segments — Subsea and Surface
Technologies — we will continue to advance the industry with our
pioneering integrated ecosystems (such as iEPCI™, iFEED™ and
iComplete™), technology leadership and digital innovation.
Each of our approximately 20,000 employees is driven by a
commitment to our clients’ success, and a culture of strong
execution, purposeful innovation, and challenging industry
TechnipFMC uses its website as a channel of distribution of
material company information. To learn more about how we are
driving change in the industry, go to www.TechnipFMC.com and follow
us on Twitter @TechnipFMC.
Category: UK regulatory
version on businesswire.com: https://www.businesswire.com/news/home/20210729006183/en/
Investor relations Matt Seinsheimer Vice President,
Investor Relations Tel: +1 281 260 3665 Email: Matt Seinsheimer
James Davis Senior Manager, Investor Relations Tel: +1 281 260 3665
Email: James Davis
Media relations Nicola Cameron Vice President, Corporate
Communications Tel: +44 1383 742297 Email: Nicola Cameron Catie
Tuley Director, Public Relations Tel: +1 281 591 5405 Email: Catie
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