• Sale of 25 million TechnipEnergies 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

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 launch of the placement 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”).

Technip Energies has indicated it will purchase from TechnipFMC €20.0 million equivalent of shares at 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 would retain 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 (as defined below) 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 is targeted at eligible institutional investors. There will be no public offering in any country.

The final terms of the Placement are expected to be announced on 27 April at the latest. Settlement for the Placement is expected to take place on or around 30 April 2021.

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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 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.

About TechnipFMC

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 ambitions.

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 conventions.

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

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