This webpage is not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017.
A prospectus drawn up in English, which includes a summary in French, was approved by the Dutch Financial Market Authority (Autoriteit Financiële Markten) on February 9, 2020, and is available on the websites of TechnipFMC and Technip Energies.
Due to the format of this webpage, the answers to the following questions have been summarized. TechnipFMC shareholders are invited to refer to the content of the prospectus for more details.
What is the Spin-off?
- The Spin-off is the method by which Technip Energies will separate from TechnipFMC and become a separate publicly traded company on February 16, 2021.
- In the Spin-off, TechnipFMC will distribute to holders of TechnipFMC shares at 17:00 New York time, on February 17, 2021 (the “Record Date”), approximately 50.1% of the Technip Energies shares.
- TechnipFMC retains a 49.9% ownership interest in Technip Energies, but intends to significantly reduce its shareholding in Technip Energies over the 18 months following the Spin-off, including in connection with the previously announced sale of shares to Bpifrance Participations SA.
Why was the separation of Technip Energies structured as a Spin-off?
- A stock dividend in the form of Technip Energies shares is the simplest and most efficient way to ensure that all our shareholders benefit from the value created by both compelling and distinct investment profiles.
How will the Spin-off affect the trading in the shares of TechnipFMC?
- 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 (NYSE is closed February 15, 2021).
- On February 16, 2021, TechnipFMC will distribute to each TechnipFMC shareholder one Technip Energies share for every five TechnipFMC shares held on the Record Date of February 17, 2021. In order to hold TechnipFMC shares on the Record Date, investors need to have purchased them no later than on February 12, 2021 on NYSE or February 15, 2021 on Euronext Paris.
- TechnipFMC shares will commence trading ex-dividend on NYSE and Euronext Paris on February 16, 2021. As a result of the Spin-off, TechnipFMC expects the trading prices of TechnipFMC Shares at market open on February 16, 2021 on Euronext and NYSE to be lower than the trading prices at market close on February 15, 2021 (Euronext) and February 12, 2021 (NYSE), because the trading prices will no longer reflect the value of the Technip Energies business. The number of TechnipFMC shares owned by each shareholder will not change as a result of the Spin-off.
When will trading in Technip Energies shares commence and how will the Technip Energies Shares be delivered?
- Trading in Technip Energies shares will begin on Euronext Paris at 09:00 Paris time on February 16, 2021 initially on an if-and-when-delivered basis with delivery on February 23, 2021.
- Regular trading (settled in accordance with the standard T+2 settlement and delivery cycle) in the Technip Energies Shares on Euronext Paris will start at 9:00 a.m. CET on February 19, 2021. The shares will be listed under the symbol “TE” on Euronext Paris, and under the International Securities Identification Number (ISIN) of NL0014559478.
- In addition, the Technip Energies intends to establish sponsored American Depositary Receipts (“ADRs”) in the United States as of February 23 2021. The details of the ADR program will be available on the relevant registration statement on Form F-6 filed with the Securities and Exchange Commission on www.sec.gov.
- The following delivery automatic distribution and elections will be made available to TechnipFMC shareholders holding shares on the Record Date of 17:00 New York time, on February 17, 2021 to receive their Technip Energies shares:
- For TechnipFMC shareholders holding their shares via Euroclear Bank SA/NV participants, the custodian will make an aggregate election on behalf of all Euroclear Bank SA/NV participants in respect of the delivery for the Technip Energies shares which is expected to be delivered via a broker participant of Euroclear France.
- For TechnipFMC shareholders holding their TechnipFMC Shares via a Euroclear France participant, the Technip Energies Shares are expected to be delivered to the same Euroclear France participant.
- For TechnipFMC shareholders holding their shares via DTC participants, Computershare Trust Company, N.A. established a web portal permitting such holders to elect to receive their Technip Energies shares (i) via a broker participant of Euroclear France or (ii) as ADRs.
- For TechnipFMC shareholders holding their shares via Crest International as DTC participant and custodian, the custodian will make an aggregate election on behalf of all Crest International participants in respect of the delivery for the Technip Energies shares which is expected to be delivered via Crest International as Euroclear France indirect participant and custodian.
- For TechnipFMC shareholders holding their shares on the share register maintained by Computershare U.S. for DTC participants, Computershare Trust Company, N.A. established a web portal permitting such holders to elect to receive their Technip Energies shares (i) via a broker participant of Euroclear France, (ii) directly on the Dutch register in registered form or (iii) as American Depositary Receipts.
- For TechnipFMC shareholders holding their shares in certificated form, Computershare Trust Company, N.A. established a web portal permitting such holders to elect to receive their Technip Energies shares (i) via a broker participant of Euroclear France, (ii) directly on the Dutch register in registered form or (iii) as American Depositary Receipts.
Will I receive fractional shares?
- If the number of TechnipFMC shares you hold is a multiple of 5, the stock dividend in the form of Technip Energies shares will not give rise to any fractional shares. If the number of shares you hold is not a multiple of 5, the stock dividend will not represent a whole number of Technip Energies shares.
- The number of Technip Energies shares you will receive will be rounded down to the nearest whole number, and you will be compensated for any fractional shares by a balancing cash payment made by your financial intermediary.
- The amount of the balancing cash payment will be calculated in proportion to the net selling price of the fractional Technip Energies shares on the market.
- You can buy or sell TechnipFMC shares until February 12, 2021 on NYSE or February 15, 2021 on Euronext Paris in order to adjust your position so as to hold a number of TechnipFMC shares that is a multiple of 5.
What tax treatment applies to the stock dividend in the form of Technip Energies shares?
- Investors are urged to consult their own tax advisors with respect to the tax consequences of the distribution and ownership and disposition of Technip Energies shares.
- For TechnipFMC shareholders that are French tax residents, the Spin-off will be treated as a taxable distribution of dividend. In particular, TechnipFMC shareholders who are physical persons with France as their tax residence will be subject to a 12.8% non-final withholding tax on account of income tax as well as 17.2% social contributions, corresponding to a total of 30% of the gross amount of distributed income. As the case may be, the paying agent will be allowed to sell the number of Technip Energies Shares necessary to pay the currently applicable taxes and social contributions to be withheld. TechnipFMC shareholders are advised to contact their financial intermediary to determine the procedure that will be followed.
- The material tax consequences of the Spin-off for U.S. holders of TechnipFMC shares are described in the Prospectus.
Are French individuals allowed to hold their Technip Energies shares in a share savings plan (“PEA”)?
- Technip Energies Shares are eligible to be held in a PEA.
- As a result, French individuals owning their TechnipFMC Shares in a PEA will benefit from an exemption from personal income tax on the distributed income corresponding to the Technip Energies shares, but nevertheless will remain subject to social contributions upon a partial withdrawal or closure of the PEA, provided that:
- (i) they register the Technip Energies shares and keep the fraction of the proceeds received, as the case may be, as a result of the sale by TechnipFMC of the Technip Energies fractional shares, in their PEA; and that
- (ii) all other requirements for the application of the PEA regime, and notably the requisite holding periods, are met.
What are the main features of the Technip Energies shares?
- The Technip Energies shares will rank pari passu with each other and holders of Technip Energies shares will be entitled to dividends and other distributions declared and paid on them. Each Technip Energies share carries distribution rights and entitles its holder the right to attend and to cast one vote at the general meeting of Technip Energies.
Will Technip Energies pay dividends or engage in share repurchase activity?
- Technip Energies intends to adopt a dividend policy in the future and anticipates the possible use of dividends distribution and share repurchases. Any shareholder distributions will remain subject to approval by the Board of Directors of Technip Energies and available distributable reserves of the company.
Who are the senior leaders of Technip Energies?
• Arnaud Pieton serves as Chief Executive Officer and as a member of the Board of Directors of Technip Energies.
• Bruno Vibert serves as Chief Financial Officer.
• Marco Villa serves as Chief Operating Officer.
• For additional information regarding the senior management of Technip Energies, please see their website at www.technipenergies.com.
How many individuals serve on the Board of Directors of Technip Energies?
- The Board of Directors of Technip Energies consists of eight members.
- Joseph Rinaldi serves as Non-Executive Chairman. The Chief Executive Officer of Technip Energies, Arnaud Pieton, is also a member of the Board of Directors of Technip Energies.
Where is Technip Energies headquartered?
- Technip Energies has its headquarters in Paris, France, and is domiciled in Amsterdam, in the Netherlands.
Important information for investors and securityholders
This webpage 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. 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 separation;
- risks associated with the benefits and costs of the separation, including the risk that the expected benefits of the separation will not be realized within the expected time frame, in full or at all;
- the expected tax treatment of the separation, including as to shareholders in France, in the United States or in other countries;
- risks associated with the sale by TechnipFMC of shares of Technip Energies to Bpifrance, 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 separation;
- the impact of the separation on our businesses and the risk that the 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.