Press release | February 04 2021 TechnipFMC Announces Record and Distribution Dates for Separation into Two Industry-leading, Independent, Publicly Traded Companies 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 Financi le Markten) and passported to the French Autorit des march s 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
About TechnipFMC
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.
Forward-looking statements
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
