TechnipFMC plc Announces the Sale of a ca. 14% Stake in Technip Energies N.V.

Press release | April 27 2021

TechnipFMC plc Announces the Sale of a ca. 14% Stake in Technip Energies N.V.

Sale of 25 million Technip Energies N.V. ( Technip Energies ) shares representing ca. 14% of Technip Energies' share capital through an accelerated bookbuild offering

TechnipFMC plc ( TechnipFMC ) would, upon completion of the Placement and the Concurrent Sale to Technip Energies, retain a stake of ca. 31% of the share capital of Technip Energies

LONDON & PARIS & HOUSTON--(BUSINESS WIRE)-- Regulatory News:

TechnipFMC (NYSE:FTI) (Paris:FTI) (ISIN:GB00BDSFG982):

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 France.

TechnipFMC announces the sale of 25 million Technip Energies shares (the Shares ), representing ca. 14% of Technip Energies' 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 11.10 per Share, yielding total gross proceeds of 277.5 million.

Concurrently with the Placement, Technip Energies will purchase from TechnipFMC ca. 1.8 million shares (equivalent to 1% of share capital) at 11.10 per share, corresponding to the price of the Placement (the Concurrent Sale to Technip Energies ). This purchase is separate from the Placement.

Upon completion of the Placement and the Concurrent Sale to Technip Energies, TechnipFMC retains a direct stake of ca. 31% of Technip Energies' share capital.

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 30 April 2021.

* * * *

Important notices

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

LINK:	https://www.technipfmc.com/en/media/press-releases/2021/04/technipfmc-...
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