Regulatory News:
Technip S.A. (Paris:TEC) (ISIN:FR0000131708) (ADR:TKPPY) and FMC
Technologies, Inc. (NYSE:FTI, “FMC Technologies”) announce that
TechnipFMC plc (“TechnipFMC”) secured today visa no. 2017-015 from
the French stock market regulator (Autorité des Marchés Financiers,
“AMF”) for its prospectus relating to the listing of its ordinary
shares on the Euronext Paris regulated market (the
“Prospectus”).
The Prospectus was prepared as part of the admission to trading
on Euronext Paris of all the ordinary shares of TechnipFMC that
will be issued in connection with the completion of the combination
between FMC Technologies and Technip. The AMF visa on the
Prospectus was the last remaining regulatory approval required in
connection with the closing of the combination.
Subject to the Business Combination Agreement, the combination
will be completed after the close of business on January 16, 2017,
which is the last day on which Technip shares will be traded on
Euronext Paris. The last day of trading of the FMC Technologies
shares on the NYSE will be January 13, 2017, given that January 16
is a federal holiday in the United States. The TechnipFMC ordinary
shares will be listed under ticker “FTI” on January 17, 2017,
starting from the opening of the respective trading sessions on
Euronext Paris (9:00 a.m. CET) and on the NYSE (9:30 a.m. EST).
The Prospectus is available to investors outside of the United
States on the respective websites of Technip and the AMF. An
electronic copy of the Prospectus will be submitted to the U.K.’s
National Storage Mechanism and will be available to investors
outside of the United States for inspection.
The Prospectus is intended solely to comply with the EU
Prospectus Directive, and was prepared in connection with the
listing on Euronext Paris. The Prospectus does not constitute an
offer to sell or to subscribe for or a solicitation of an offer to
purchase or to subscribe for the shares described therein.
TechnipFMC’s registration statement on Form S-4 was declared
effective by the SEC on October 24, 2016, and is available on the
respective websites of FMC Technologies, Technip and the SEC.
###
About Technip
Technip is a world leader in project management, engineering and
construction for the energy industry. From the deepest Subsea oil
& gas developments to the largest and most complex Offshore and
Onshore infrastructures, our close to 29,400 people are constantly
offering the best solutions and most innovative technologies to
meet the world's energy challenges. Present in 45 countries,
Technip has state-of-the-art industrial assets on all continents
and operates a fleet of specialized vessels for pipeline
installation and subsea construction. Technip shares are listed on
the Euronext Paris exchange, and its ADR is traded in the US on the
OTCQX marketplace as an American Depositary Receipt (OTCQX: TKPPY).
Visit us at www.technip.com.
About FMC Technologies
FMC Technologies, Inc. (NYSE: FTI) is the global market leader
in subsea systems and a leading provider of technologies and
services to the oil and gas industry. We help our customers
overcome their most difficult challenges, such as improving shale
and subsea infrastructures and operations to reduce cost, maintain
uptime, and maximize oil and gas recovery. The company has
approximately 14,300 employees and operates 29 major production
facilities and services bases in 18 countries. Visit
www.fmctechnologies.com or follow us on Twitter @FMC_Tech for more
information.
Important Information for Investors and
Securityholders
Forward-Looking Statements
This communication contains “forward-looking statements.” All
statements other than statements of historical fact contained in
this report are forward-looking statements within the meaning of
Section 27A of the U.S. Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the U.S. Securities Exchange
Act of 1934, as amended (the “Exchange Act”). Forward-looking
statements usually relate to future events and anticipated
revenues, earnings, cash flows or other aspects of our operations
or operating results. Forward-looking statements are often
identified by the words “believe,” “expect,” “anticipate,” “plan,”
“intend,” “foresee,” “should,” “would,” “could,” “may,” “estimate,”
“outlook” and similar expressions, including the negative thereof.
The absence of these words, however, does not mean that the
statements are not forward-looking. These forward-looking
statements are based on our current expectations, beliefs and
assumptions concerning future developments and business conditions
and their potential effect on us. While management believes that
these forward-looking statements are reasonable as and when made,
there can be no assurance that future developments affecting us
will be those that we anticipate.
Factors that could cause actual results to differ materially
from those in the forward-looking statements include termination of
the Business Combination Agreement by the parties; failure to
obtain favorable opinions from counsel for each company to the
effect of how TechnipFMC plc (“TechnipFMC”) should be treated for
U.S. tax purposes as a result of the proposed transaction; risks
associated with tax liabilities, or changes in U.S. federal or
international tax laws or interpretations to which they are
subject, including the risk that the Internal Revenue Service
disagrees that TechnipFMC is a foreign corporation for U.S. federal
tax purposes; risks that the new businesses will not be integrated
successfully or that the combined company will not realize
estimated cost savings, value of certain tax assets, synergies and
growth or that such benefits may take longer to realize than
expected; failure to realize anticipated benefits of the combined
operations; risks relating to unanticipated costs of integration;
reductions in client spending or a slowdown in client payments;
unanticipated changes relating to competitive factors in the
companies’ industries; ability to hire and retain key personnel;
ability to successfully integrate the companies’ businesses; the
potential impact of announcement or consummation of the proposed
transaction on relationships with third parties, including clients,
employees and competitors; ability to attract new clients and
retain existing clients in the manner anticipated; reliance on and
integration of information technology systems; changes in
legislation or governmental regulations affecting the companies;
international, national or local economic, social or political
conditions that could adversely affect the companies or their
clients; conditions in the credit markets; risks associated with
assumptions the parties make in connection with the parties’
critical accounting estimates and legal proceedings; and the
parties’ international operations, which are subject to the risks
of currency fluctuations and foreign exchange controls.
All of our forward-looking statements involve risks and
uncertainties (some of which are significant or beyond our control)
and assumptions that could cause actual results to differ
materially from our historical experience and our present
expectations or projections. You should carefully consider the
foregoing factors and the other risks and uncertainties that affect
the parties’ businesses, including those described in FMC
Technologies, Inc.’s (“FMC Technologies”) Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K
and other documents filed from time to time by FMC Technologies and
TechnipFMC with the U.S. Securities and Exchange Commission (the
“SEC”) and those described in Technip S.A.’s annual reports,
registration documents and other documents filed from time to time
with the French financial markets regulator (Autorité des marchés
financiers or the “AMF”). We wish to 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 and
regulations.
Important
Notice
You must read the following disclaimer before continuing. This
disclaimer applies to the following summary of the Prospectus (the
“Prospectus Summary”) and you are therefore advised to read this
disclaimer page carefully before reading, accessing or making any
other use of the Prospectus Summary.
The Prospectus has been filed with the Autorité des Marchés
Financiers (the French stock market regulator) pursuant to the
requirements of the EU Prospectus Directive (Directive 2003/71/EC
of November 4, 2003, as amended) in connection with the listing of
the shares of TechnipFMC plc on Euronext Paris. No securities are
being offered for sale or subscription in connection with the
business combination between Technip S.A., and FMC Technologies,
Inc. Accordingly, the Prospectus Summary is not intended to be an
offer to sell or to subscribe for or a solicitation of an offer to
purchase or to subscribe for the shares described herein,
especially in any jurisdiction in which such an offer or
solicitation would be unlawful under the laws of that
jurisdiction.
The Prospectus is not being used, is not intended for use and
may not be used, to make an offer of securities directly or
indirectly in the United States of America, or by use of the U.S.
mail or any U.S. means or instrumentality of U.S. interstate or
foreign commerce or any facility of a U.S. national securities
exchange.
PROSPECTUS SUMMARY
This summary consists of a series of key elements, referred to
as “Elements”. The Elements are numbered in Sections A - E (A.1 -
E.7).
This summary contains all the Elements required to be included
in a summary for this type of security and issuer.
Because some Elements are not required to be addressed, there
may be gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the
summary because of the type of securities and issuer, it is
possible that no relevant information can be given regarding the
Element. In this case, a short description of the Element is
included in the summary with the mention of the words “Not
applicable”.
Section A – Introduction and
warnings
Annexes and Element Disclosure requirement
A.1 Introduction and Warning This
summary must be read as an introduction to the Prospectus.
Any decision to invest in the securities
for which the admission to trading on a regulated market is being
requested should be based on consideration of the Prospectus as a
whole by the investor.
Where a claim relating to the information
contained in the Prospectus is brought before a court, the
plaintiff investor might, according to the national legislation of
the Member States of the European Economic Area or parties to the
agreement on the European Economic Area where the claim is brought,
have to bear the costs of translating the Prospectus before legal
proceedings are initiated.
Persons who have presented this summary,
including any translation thereof and requested its notification
pursuant to Article 212-41 of the AMF General Regulation, may be
subject to civil liability only if the content of this summary is
misleading, inaccurate or inconsistent when read together with the
other parts of the Prospectus, or if it does not provide, when read
together with other parts of the Prospectus, key information in
order to assist investors who are considering investing in these
securities.
A.2 Subsequent Resale of Securities or Final
Placement of Securities through Financial Intermediaries
Not applicable.
Section B – Company
Annexes and Element Disclosure requirement
B.1 Legal Name TechnipFMC plc
B.2 Registered Office One St. Paul’s
Churchyard, London EC4M 8AP, United Kingdom
Legal
Form Public limited company incorporated and organized
under the laws of England and Wales
Applicable
Legislation English law
Country of
Incorporation England
B.3 Operations
and Principal Activities TechnipFMC
TechnipFMC is currently a wholly owned
subsidiary of FMCTI. On December 9, 2015, TechnipFMC was
incorporated under the laws of England and Wales as a private
limited company under the name FMC Technologies SIS Limited, for
the purpose of entering into the Business Combination Agreement. On
August 4, 2016, the legal name of TechnipFMC was changed to
TechnipFMC Limited. On January 11, 2017, TechnipFMC, formerly a
private limited company, was re-registered as a public limited
company incorporated under the laws of England and Wales.
TechnipFMC has not conducted any business
operations other than those which are incidental to its formation,
to enter into the MOU, the Business Combination Agreement and the
Merger Terms and in connection with the transactions contemplated
by these agreements. As of the date of this Prospectus, TechnipFMC
does not beneficially own any FMCTI Shares or Technip Shares.
Following the Mergers, TechnipFMC will be
the holding company of the combined businesses of FMCTI and
Technip, and TechnipFMC Shares will be listed on the NYSE and
Euronext Paris.
Following the Mergers, TechnipFMC
will:
- be a leader in Subsea, Surface and Onshore/Offshore, driven by
technology and innovation;
- build a comprehensive and flexible offering across each market
from concept to project delivery and beyond; and
- accelerate growth with a broader portfolio of solutions which
will increase innovation, improve execution, reduce costs and
enhance customer success.
The principal executive offices of TechnipFMC are located at One
St. Paul’s Churchyard, London EC4M 8AP, United Kingdom and its
telephone number at that address is +44 203 429 3950.
FMC Technologies, Inc.
FMCTI, a Delaware corporation, is a global
market leader in subsea systems and a leading provider of
technologies and services to the oil and gas industry. FMCTI, which
became a standalone company in 2001, designs, manufactures and
services technologically sophisticated systems and products,
including subsea production and processing systems, surface
wellhead production systems, high pressure fluid control equipment,
measurement solutions and marine loading systems for the energy
industry. As of December 31, 2016, FMCTI had approximately 14,300
full-time employees, comprised of approximately 4,300 in the United
States and approximately 10,000 in non-U.S. locations.
FMCTI operates under three reportable
segments:
- Subsea Technologies — designs and manufactures products and
systems and provides services used by oil and gas companies
involved in deepwater exploration and production of crude oil and
natural gas. The core competencies of this segment are FMCTI’s
technology and engineering expertise. FMCTI’s systems control the
flow of crude oil and natural gas from producing wells. FMCTI
specializes in offshore production systems and has manufacturing
facilities near the world’s principal offshore oil and gas
producing basins. FMCTI primarily markets its products through its
own technical sales organization.
- Surface Technologies — designs and manufactures products and
systems and provides services used by oil and gas companies
involved in land and offshore exploration and production of crude
oil and natural gas. FMCTI designs, manufactures and supplies
technologically advanced wellhead systems and high pressure valves
and pumps used in stimulation activities for oilfield service
companies and provides flowback and wireline services for
exploration and production companies in the oil and gas
industry.
- Energy Infrastructure — manufactures and supplies liquid and
gas measurement and transportation equipment and systems to
customers involved in the production, transportation and processing
of crude oil, natural gas and petroleum-based refined
products.
FMCTI Shares are listed on the NYSE under the symbol “FTI”.
The principal executive offices of FMCTI
are located at 5875 N. Sam Houston Parkway W., Houston, Texas
77086, United States, and its telephone number at that address is
+1 281 591 4000.
Technip S.A.
Technip, a French société anonyme, is the
holding company of a world leader in project management,
engineering and construction for the energy sector and offers a
comprehensive portfolio of innovative solutions and technologies.
As of December 31, 2016, the Technip group employed a workforce of
approximately 29,400 people from 118 nationalities. Technip
operates on five continents and in 45 countries. Technip’s
production facilities (for flexible pipes and umbilicals),
manufacturing yard, logistics bases and spoolbases are located in
Angola, Brazil, Finland, France, Indonesia, Malaysia, Norway, the
United Kingdom and the United States. As of December 31, 2016,
Technip held an interest in or operated 21 vessels specialized in
subsea rigid and flexible pipelines, subsea construction and diving
support, four of which are under construction.
Technip possesses integrated capacity and
recognized expertise in Subsea, Onshore and Offshore. Technip is
active in two segments of the global oil and gas industry, Subsea
and Onshore/Offshore, which are described as follows:
- Subsea — provides integrated design, engineering, manufacturing
and installation services for infrastructure and subsea pipe
systems used in oil and gas production and transportation. Technip
is considered as one of the world leaders in the Subsea
construction sector. Technip’s focus on developing technologies
allows Technip to offer its own technologies both as products and
for installation processes.
- Onshore/Offshore — covers all types of onshore facilities
related to the production, treatment and transportation of oil and
gas, as well as transformation with petrochemicals such as
ethylene, polymers and fertilizers.
Technip Shares are listed on Euronext Paris under the symbol
“TEC”. Technip’s American Depositary Receipts are traded in the
United States in the OTCQX marketplace of the OTC Markets
Group.
The principal executive offices of Technip
are located at 89, avenue de la Grande Armée, 75116 Paris, France,
and its telephone number at that address is +33 1 47 78 24 00.
Forsys Subsea Limited
Forsys Subsea, a private limited company
incorporated under the laws of England and Wales on June 1, 2015,
is an affiliated company in the form of a 50/50 joint venture
between FMCTI and Technip. Forsys Subsea combines the proprietary
technologies of FMCTI and Technip to offer front-end engineering
design services aimed at identifying opportunities through new
technologies, services and standardization of equipment to
significantly reduce the cost of subsea field development and
maximize well performance. The 2015 agreement between FMCTI and
Technip and the formation of Forsys Subsea also created an alliance
between FMCTI and Technip and serves as the predecessor to the
Mergers, and in part, the framework to a combined company.
TechnipFMC US Merger Sub, LLC
TechnipFMC US Merger Sub, LLC was formed
under the laws of the State of Delaware on October 17, 2016 as a
wholly owned indirect subsidiary of FMCTI. On January 9, 2017,
FMCTI contributed its entire interest in the entity that wholly
owns TechnipFMC US Merger Sub, LLC to TechnipFMC, making TechnipFMC
US Merger Sub, LLC a wholly owned indirect subsidiary of
TechnipFMC. TechnipFMC US Merger Sub, LLC has not conducted any
business operations other than those incidental to its formation
and in connection with the transactions contemplated by the
Business Combination Agreement.
The principal executive offices of
TechnipFMC US Merger Sub, LLC are located at 5875 N. Sam Houston
Parkway W., Houston, Texas 77086, United States, and its telephone
number at that address is +1 281 591 4000.
B.4a Significant Recent Trends
Technip
As announced by Technip on October 27,
2016:
- Technip teams are busy tendering on new projects, even if the
picture is varied across geographic regions.
- Onshore/Offshore remains quite robust and Technip continues to
see opportunities to get involved early with customers, positioning
itself for future projects. The resilience of this segment is
underpinned by Technip’s long-lasting client relationships, its
front-end presence and its proprietary technology. Technip
continues to be well positioned on a number of promising early
stage Onshore/Offshore projects.
- In Subsea, Technip is seeing pockets of growing demand, for
example greenfield in the North Sea, and sustained interest for
long tiebacks and field extensions. Also, Technip clients continue
to work with Technip on securing structural cost reduction in
offshore developments. This interest has accelerated over the last
six months through the Technip / FMCTI alliance, with 17 integrated
early stage studies at the Forsys Subsea joint venture and Technip
first follow-on business - a fast track development of the
Lancaster field in the North Sea.
- Overall, Technip remains confident in its ability to drive
change in its industry and therefore to enable its clients to make
new offshore investments on a profitable basis, even in a low oil
price environment.
- Turning to Technip full year 2016 objectives, Technip Subsea
guidance is upgraded with adjusted revenues expected above €5
billion and adjusted OIFRA around €700 million, while Technip
Onshore/Offshore guidance remains unchanged in every respect.
- Technip expects to enter 2017 with a good backlog and promising
prospects, and intends to continue to drive costs down and focus on
solid project execution. Based on these elements, Technip would
expect for 2017: Subsea to deliver roughly stable adjusted margins
on lower adjusted revenues and Onshore/Offshore to deliver rising
adjusted profit and adjusted margins on slightly lower
revenues.
FMC Technologies, Inc.
As disclosed by FMCTI in its report on
Form 10-Q filed with the SEC on October 27, 2016:
- The low crude oil price environment over the last two years led
many of FMCTI’s customers to reduce their capital spending plans or
defer new deepwater projects. These capital spending reductions
have had an adverse effect on FMCTI’s 2016 year-to-date inbound
orders when compared to the prior year. However, in addition to
continued project execution improvements, FMCTI has benefited from
restructuring actions FMCTI took in 2015 by attaining more
cost-effective manufacturing during 2016. FMCTI expects subsea
revenues to decrease a third consecutive year in 2017; however,
even with lower subsea revenue expectations, FMCTI believes the
operational improvements and cost reductions made will protect
operating margins and provide FMCTI with the capability to respond
to the eventual market recovery.
- Although FMCTI expects to continue to reach payment milestones
on many of FMCTI’s projects, FMCTI expects FMCTI’s consolidated
operating cash flow position in 2016 to slightly decrease as a
result of the negative impact the decline in commodity prices will
have on FMCTI’s overall business. Given the recent downturn in the
oilfield services industry, many of FMCTI’s key customers have
requested price concessions. Additionally, FMCTI’s primary customer
in Brazil has notified FMCTI of re-scheduling and potential
cancellations of certain backlog deliveries. Consequently, any
discounts, material product delivery delays or cancellations that
may ultimately be mutually agreed to with FMCTI’s key customers may
adversely affect FMCTI’s results of operations and cash flows.
- FMCTI’s customers are taking aggressive actions to lower their
cost base. Accordingly, FMCTI remains focused on ways to reduce
costs to FMCTI’s customers by offering cost-effective approaches to
FMCTI’s customers’ project developments, including customer
acceptance of integrated business models to help achieve their
cost-reduction goals and accelerate achievement of first oil. Many
FMCTI customers are actively exploring ways to utilize FMCTI’s
standardized subsea production equipment as operators understand
the cost and scheduling benefits that standardization brings to
their projects.
B.5 Group Description
Following Admission, it is expected that
the structure chart of the group will be as follows:
[Object Omitted]
*Immediately following the consummation of
the Mergers, it is expected that former Technip stockholders will
own approximately 51.1% of TechnipFMC and former FMCTI stockholders
will own approximately 48.9% of TechnipFMC, on a fully diluted
basis as of January 4, 2017 (i.e., taking into account the effect
of all the dilutive instruments, being performance shares and stock
options for Technip and restricted stock units for FMCTI, using the
treasury method).
**FMCTI will be held by TechnipFMC through
one or more wholly owned holding companies.
B.6 Major Stockholders
Based on the information known to Technip
and FMCTI as at September 30, 2016 (being the latest practicable
date prior to publication of this Prospectus), the following
persons are interested directly and indirectly in Technip Shares or
in FMCTI Shares in such proportion that they would be interested
directly or indirectly in 3% or more of the voting rights in
respect of the issued ordinary share capital of TechnipFMC
immediately following completion of the Mergers:
Name
Number of TechnipFMC Shares* Percentage of issued
TechnipFMC Shares* The Vanguard Group, Inc. 27,425,722 5.88%
Blackrock Inc. 20,348,921 4.36% Bpifrance Participations**
18,205,220 3.90% State Street Corporation 17,958,480 3.85% J.P.
Morgan Chase and Company 14,099,752 3.02%
* Immediately following completion of the
Mergers.
** On November 8, 2016, Bpifrance
Participations informed Technip that, as of November 4, 2016, it
held 7.44% of Technip’s share capital and 11.16% of Technip’s
voting rights.
None of the TechnipFMC ordinary
stockholders will have different voting rights attached to the
shares they hold in TechnipFMC.
As of the date of this Prospectus,
TechnipFMC is not aware of any person or persons who directly or
indirectly, jointly or severally, exercise or could exercise
control over TechnipFMC following completion of the Mergers.
B.7 Key Financial Information See
Element B.8 below.
B.8 Key Pro Forma Financial
Information
TechnipFMC has been recently incorporated
and has no operating history, except for those actions taken in
furtherance to the Mergers, and no revenues.
The unaudited pro forma condensed combined
financial information, which is referred to as the pro forma
financial statements, give effect to the Mergers to be accounted
for under the acquisition method of accounting in accordance with
International Financial Reporting Standard 3 “Business
Combinations”(“IFRS 3”), with Technip identified as the accounting
acquirer.
The unaudited pro forma condensed combined
statements of income have been prepared to give effect to the
Mergers as if they had been completed on January 1, 2015. The
unaudited pro forma condensed combined statement of financial
position has been prepared to give effect to the Mergers as if they
had been completed on June 30, 2016.
The unaudited pro forma condensed combined
financial statements are based on the historical consolidated
financial position and results of operations of Technip and FMCTI.
The unaudited pro forma condensed combined financial statements
should be read in conjunction with the information contained in the
sections entitled “The Mergers,” “Selected Historical Consolidated
Financial Data For Technip,” “Selected Historical Consolidated
Financial Data for FMCTI”, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations of Technip” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations of FMCTI”of this Prospectus and the
historical consolidated financial statements and related notes
appearing elsewhere, or incorporated within, this Prospectus.
The unaudited pro forma condensed combined
financial information, which has been produced for illustrative
purposes only, by its nature addresses a hypothetical situation and
therefore does not represent the combined company’s actual
financial position or results.
As of and for the sixmonths
endedJune 30, 2016
As of and for the year ended December 31,
2015 (In millions of U.S. dollars, except per share
data) Revenues 7,145.0 17,865.5 Gross Margin 1,255.1 2,886.1
Operating Income / (Loss) from Recurring Activities After Income
/ (Loss) of Equity Affiliates 544.8 1,367.8
Net income/(Loss) for the year 241.4 167.9
Basic Earnings per Shares 0.52 0.33 Diluted Earnings per Shares
0.52 0.32 Total equity attributable to Shareholders of the Parent
Company 12,440.5 not disclosed Cash and Cash equivalents 4,025.3
not disclosed Order intake 3,900.9 13,149.5
Backlog 18,411.5 22,831.1
B.9 Profit Forecasts or Estimates Not
applicable.
No profit forecast nor estimate for
TechnipFMC has been included in the Prospectus.
B.10 Qualifications in the Audit Report on the
Historical Financial Information Not applicable.
There are no qualifications in the audit
reports on Technip, FMCTI or TechnipFMC historical financial
information included in the Prospectus.
B.11 Net Working Capital In the opinion
of TechnipFMC, the working capital available to TechnipFMC, once
the Mergers are effective, is sufficient for TechnipFMC to meet its
requirements for a period of 12 months following the date of this
Prospectus.
Section C – Shares
Annexes and Element Disclosure requirement
C.1 Type and Class of Securities
TechnipFMC Shares whose admission to the regulated market of
Euronext Paris has been granted will comprise all of the shares in
the share capital of TechnipFMC to be issued in connection with the
Mergers, i.e., approximately 466,461,155 ordinary shares.
The shares mentioned above are ordinary
shares with a nominal value of one U.S. dollar ($1) and will be
fully paid upon completion of the Mergers. Those shares do not
exist yet on the date of this Prospectus.
The TechnipFMC Shares will also be
admitted to trading on the NYSE.
Denomination: “TechnipFMC”
ISIN code: GB00BDSFG982
Trading symbol: “FTI”
C.2 Currency TechnipFMC Shares are
denominated in U.S. dollar.
Trading of the TechnipFMC Shares on
Euronext Paris will be in Euro.
Trading of the TechnipFMC Shares on the
NYSE will be in U.S. dollar.
C.3 Issued Share Capital See Element
C.1 above.
C.4 Description of the Rights Attached
to the Shares Under English law and the TechnipFMC
Articles, the main rights attached to the shares of TechnipFMC are
the following:
- the right to participate in dividends declared;
- the right to vote at meetings of stockholders;
- the right to transfer title to a share;
- the right to share in any surplus in the event of liquidation;
and
- a right of pre-emption in respect of the issue of equity
securities.
C.5 Restriction on the Free Transferability of the
Shares Not applicable. TechnipFMC Shares are freely
transferable and there are no restrictions on transfer while held
through the facilities of DTC and/or Euroclear.
The TechnipFMC board of directors may, in
its absolute discretion, refuse to register the transfer of
securities in certificated form in certain circumstances in
accordance with the TechnipFMC Articles.
C.6 Admission Admission of the
TechnipFMC Shares on Euronext Paris after completion of the Mergers
has been granted.
Details of listing of TechnipFMC Shares
are set forth in a notice released on January 6, 2017.
Upon the opening of business on the first
trading day after the Technip Merger Effective Time (i.e., January
17, 2017), TechnipFMC Shares will be traded on the listing line
“FTI” by Euronext.
The TechnipFMC Shares have been registered
for issuance with the SEC and an application has also been approved
for the TechnipFMC Shares to be listed, upon official notice of
issuance, on the NYSE.
C.7 Dividend Policy TechnipFMC intends
to adopt a dividend policy in the future. Any future TechnipFMC
dividends will remain subject to approval by the TechnipFMC board
of directors and available distributable reserves of TechnipFMC.
Following the effective date of the
Mergers, it is expected that TechnipFMC will capitalize some or all
of the reserves arising as a result of the Mergers by the allotment
by TechnipFMC of a bonus share, which will be paid up using some or
all of such reserves, such that the amount of such reserves, so
applied, less the nominal value of the bonus share, would be
applied as share premium and accrue to TechnipFMC’s share premium
account.
It is then expected that TechnipFMC will
implement a court-approved reduction of its capital in order to
create distributable profits to support the payment of possible
future dividends or future share repurchases.
Section D – Risks
Annexes and Element Disclosure requirement
D.1 Key Risks related to Technip, FMCTI and
TechnipFMC and its Industry
Key risks relating to Technip, FMCTI and
TechnipFMC and its industry are listed below:
- Risk Factors Relating to the Mergers
- The Business Combination Agreement may be terminated if certain
tax opinions are not received.
- The Mergers will not be consummated until January 16, 2017 and
each of the parties has limited rights to terminate the Business
Combination Agreement until such date.
- Failure to complete the Mergers due to a termination of the
Business Combination Agreement could negatively impact the stock
price and the future business and financial results of FMCTI and
Technip.
- The number of TechnipFMC Shares that Technip stockholders and
FMCTI stockholders will receive respectively in the Technip Merger
and the FMCTI Merger will be based on a fixed exchange ratio that
will not be adjusted to reflect changes in the market value of
Technip Shares or FMCTI Shares. The value of the TechnipFMC Shares
that Technip and FMCTI stockholders receive upon completion of the
Mergers could vary based on changes in the market value of Technip
Shares and FMCTI Shares.
- The trading of TechnipFMC Shares after completion of the
Mergers may cause the market price of TechnipFMC Shares to
fall.
- After the Mergers, stockholders of both companies will have a
reduced ownership and voting interest in the combined company than
they currently have and will exercise less influence over
management.
- Some of the termination rights may be waived by Technip or
FMCTI without resoliciting Technip or FMCTI stockholder approval of
the proposals approved by them.
- Technip and FMCTI may have difficulty attracting, motivating
and retaining executives and other key employees due to uncertainty
associated with the Mergers.
- Technip’s and FMCTI’s business relationships may be subject to
disruption due to uncertainty associated with the Mergers.
- The respective opinions of Technip’s and FMCTI’s financial
advisors will not reflect changes in circumstances between the
signing of the MOU and completion of the Mergers.
- The ruling requested from the French tax authorities in
connection with the Technip Merger could be denied or revoked after
being obtained.
- Risk Factors Relating to the Mergers that May Adversely Affect
Holders of Technip Shares
- The IRS may not agree that the Technip Merger is a tax-free
reorganization.
- Risk Factors Relating to the Combined Company Following
Completion of the Mergers
- The combined company may not realize the cost savings,
synergies and other benefits that the parties expect to achieve
from the Mergers.
- TechnipFMC’s industry is undergoing consolidation that may
impact its results of operations.
- Following completion of the Mergers, TechnipFMC may not be
included in the S&P 500 or the CAC 40.
- Technip and FMCTI will incur significant transaction and
merger-related costs in connection with the Mergers.
- Certain of the combined company’s debt instruments will require
it to comply with certain covenants.
- The market price of TechnipFMC Shares after the Mergers may be
affected by factors different from those that may currently affect
the market price of Technip Shares and FMCTI Shares.
- TechnipFMC Shares to be received by Technip stockholders and
FMCTI stockholders as a result of the Mergers will have rights
different from the Technip Shares and FMCTI Shares they hold prior
to the Effective Times of the Mergers.
- The TechnipFMC Articles provide that the courts of England and
Wales have exclusive jurisdiction to determine any and all disputes
brought by a TechnipFMC stockholder (whether in its own name or in
the name of TechnipFMC) against TechnipFMC and/or the TechnipFMC
board of directors and/or any of the directors of TechnipFMC and it
may be difficult to enforce judgments against TechnipFMC obtained
in the U.S. or French courts.
- The combined company’s inability to integrate recently acquired
businesses or to successfully complete future acquisitions could
limit its future growth or otherwise be disruptive to its ongoing
business.
- The combined company’s information technology systems may be
vulnerable to hacker intrusion, malicious viruses and other
cybercrime attacks, which may harm its business and expose the
combined company to liability.
- The combined company will be exposed to significant risks in
relation to compliance with anti-corruption laws and regulations
and economic sanctions programs.
- The IRS may not agree with the conclusion that TechnipFMC
should be treated as a foreign corporation for U.S. federal tax
purposes.
- It is uncertain whether Section 7874 will impose an excise tax
on gain recognized by certain individuals.
- Future changes to U.S. and foreign tax laws could adversely
affect TechnipFMC.
- U.S. tax laws and/or IRS guidance could affect TechnipFMC’s
ability to engage in certain acquisition strategies and certain
internal restructurings.
- Recent IRS proposed regulations and/or changes in laws or
treaties could adversely affect the TechnipFMC group.
- TechnipFMC may not qualify for benefits under the tax treaties
entered into between the United Kingdom and other countries.
- The effective tax rate that will apply to TechnipFMC is
uncertain and may vary from expectations.
- TechnipFMC and its subsidiaries will be subject to tax laws of
numerous jurisdictions, and the interpretation of those laws is
subject to challenge by the relevant governmental authorities.
- French tax authorities may seek to treat TechnipFMC as tax
resident in France.
- TechnipFMC intends to operate so as to be treated exclusively
as a resident of the United Kingdom for tax purposes, but the
relevant tax authorities may treat it as also being a resident of
another jurisdiction for tax purposes.
- As an English public limited company, certain capital structure
decisions may require stockholder approval which may limit
TechnipFMC’s flexibility to manage its capital structure.
- English law will require that TechnipFMC meet certain
additional financial requirements before it declares dividends or
repurchases shares following the Mergers.
- Transfers of TechnipFMC Shares may be subject to U.K. stamp
duty or U.K. stamp duty reserve tax, which could potentially
increase the cost of dealing in TechnipFMC Shares as compared to
Technip or FMCTI Shares.
- DTC and Euroclear Paris may not accept TechnipFMC Shares for
deposit and clearing within their facilities or may cease to act as
depository and clearing agencies for TechnipFMC Shares.
- TechnipFMC’s actual financial positions and results of
operations may differ materially from the unaudited pro forma
financial data included in this Prospectus.
- The financial analyses and projections considered by FMCTI,
Technip and their respective financial advisors may not be
realized.
- The combined company is exposed to foreign currency exchange
risk.
- The level of any dividend paid in respect of TechnipFMC Shares
is subject to a number of factors, and there can be no assurance
that TechnipFMC will pay dividends at the payout level which may be
expected by the investors or at all.
- Stockholders could be diluted in the future, which could also
adversely affect the market price of TechnipFMC Shares.
- The results of the United Kingdom’s referendum on withdrawal
from the European Union may have a negative effect on global
economic conditions, financial markets and the business of the
combined company, which could materially reduce the value of the
TechnipFMC Shares.
- TechnipFMC Shares will trade in Euros and in U.S. dollars.
- Any future TechnipFMC dividends would be declared in U.S.
dollars.
- Risk Factors Relating to Technip’s Business
- Technip is party to contracts that expose it to material risks,
which could cause Technip to incur losses on its projects.
- Unforeseen additional costs could reduce Technip’s margin on
lump sum contracts.
- New capital asset construction projects for vessels and plants
are subject to risks, including delays and cost overruns,
which■could have a material adverse effect on Technip’s financial
condition and results of operations.
- Technip faces risks relating to subcontractors, suppliers and
customers.
- Technip depends on third-party IP providers.
- Equipment or mechanical failure could impact project costs and
negatively impact Technip’s financial results.
- Technip’s operations could be impacted by terrorist acts,
uprisings, wars or social unrest, whether nationally or
internationally, and by the consequences of such events.
Furthermore, a number of projects are located in countries where
political, economic and social instability could disrupt Technip’s
operations.
- Technip’s operations may cause harm to persons and assets,
which could damage Technip’s reputation or cause it to incur
substantial costs.
- Technip depends on the functioning of its information systems,
which may not function or be subject to attack.
- Technip may become the target of fraudulent acts.
- The success of joint ventures or consortia in which Technip
participates depends on the satisfactory performance of its
partners’ obligations.
- Technip has made, and may continue to make, certain
acquisitions, the impact of which may be less favorable than
anticipated, or may affect its financial position or
prospects.
- Technip may not be able to retain its key personnel or attract
the qualified employees it may need to maintain and develop its
know-how.
- Technological progress may render the technologies used by
Technip obsolete.
- Increasing competitive pressure may continue to drive prices
and could result in fewer contracts meeting Technip’s margin
criteria.
- A financial or economic crisis may impact the market for loans,
letters of credit, bank guarantees and other guarantees necessary
to Technip’s operations.
- The decrease in available export credits and bank loans may
render the financing of certain projects more difficult for
Technip’s clients.
- A reduction in investment in the oil industry could cause
Technip’s projects to be postponed or cancelled, which could
negatively affect Technip’s revenues and profits.
- Technip’s operations may suffer from adverse weather
conditions.
- Technip’s current or former facilities are subject to
environmental protection and industrial risk prevention
regulations.
- Climate change may adversely impact Technip’s operations and
income.
- Technip could be held responsible for occupational diseases of
its employees.
- Stricter regulations regarding national content and social
standards may expose Technip to higher costs, liability and
reputational damage.
- Pirates endanger Technip’s maritime employees and assets.
- Technip’s employees and operators are subject to air travel
risks.
- Changes in laws or regulations may have a negative impact on
Technip’s business.
- Changes in tax regulations or interpretations may negatively
affect Technip’s tax position.
- Technip may fail to effectively protect its intellectual
property, resulting in a loss of its competitive advantage and
revenues.
- Technip may be involved in costly and burdensome legal
proceedings with clients, partners, subcontractors, employees and
tax or regulatory authorities.
- Technip faces risks relating to the expected exit of the United
Kingdom from the European Union.
- Technip’s prior work in Iran related to certain past projects
may be subject to U.S. sanctions, which could have an adverse
impact on its business.
- Technip is exposed to credit/counter-party risk.
- Technip is exposed to liquidity risk.
- Technip is exposed to currency risk, interest rate risk,
commodity risk and other market risks.
- Technip’s insurance coverage may prove inadequate.
- Technip’s risk management policies and procedures may
fail.
- Risk Factors Relating to FMCTI’s Business
- Demand for FMCTI’s products and services depends on oil and gas
industry activity and expenditure levels, which are directly
affected by trends in the demand for and price of crude oil and
natural gas.
- Disruptions in the political, regulatory, economic and social
conditions of the countries in which FMCTI conducts business could
adversely affect its business or results of operations.
- The industries in which FMCTI operates or has operated exposes
it to potential liabilities arising out of the installation or use
of its products that could adversely affect its financial
condition.
- FMCTI’s operations require it to comply with numerous U.S. and
international regulations, violations of which could have a
material adverse effect on its financial condition, results of
operations or cash flows.
- Compliance with environmental laws and regulations may
adversely affect FMCTI’s business and results of operations.
- FMCTI may lose money on fixed-price contracts.
- Disruptions in the timely delivery of FMCTI’s backlog could
affect its future sales, profitability, and its relationships with
its customers.
- Due to the types of contracts FMCTI enters into, the cumulative
loss of several major contracts or alliances may have an adverse
effect on its results of operations.
- Increased costs of raw materials and other components may
result in increased operating expenses and adversely affect FMCTI’s
results of operations or cash flows.
- A failure of FMCTI’s information technology infrastructure
could adversely impact its business and results of operations.
- FMCTI’s success depends on its ability to implement new
technologies and services.
- Uninsured claims and litigation against FMCTI, including
intellectual property litigation, could adversely impact FMCTI’s
financial condition, results of operations or cash flows.
- A deterioration in future expected profitability or cash flows
could result in an impairment of FMCTI’s recorded goodwill.
- A downgrade in FMCTI’s debt rating could restrict its ability
to access the capital markets.
- FMCTI’s industry is undergoing consolidation that may impact
its results of operations.
- FMCTI’s businesses are dependent on the continuing services of
certain of its key managers and employees.
D.3 Key Risks Related to the Shares The
main risks related to the TechnipFMC Shares are the following:
- No trading market currently exists for TechnipFMC Shares.
- There has been no prior public market for TechnipFMC Shares,
and the market price of TechnipFMC Shares may be volatile.
- TechnipFMC’s maintenance of two exchange listings may adversely
affect liquidity in the market for TechnipFMC Shares and result in
pricing differentials of TechnipFMC Shares between the two
exchanges.
Section E – Offer
Annexes and Element Disclosure requirement
E.1 Net Proceeds of the Offer Not
applicable.
Estimate of the Total Expenses of the Mergers
and Admission The amount of the expenses incurred in
connection with the Mergers and Admission, including the fees and
expenses of financial advisors, lawyers, accountants, and
communication consultants, is estimated at approximately $174
million.
E.2a Reason for the Offer and Use of
Proceeds Not applicable.
E.3 Terms and
Conditions of the Offer
The timetable below sets out on an
indicative basis the main steps of the Mergers and of the
Admission:
May 19,
2016 Announcement of the Mergers October 24, 2016
Date of Effectiveness of the Registration Statement on Form S-4
October 25, 2016 Publication of the Information Document on
the Technip website December 5, 2016 Technip Extraordinary
Stockholders’ Meeting and Technip Special Stockholders’ Meeting
FMCTI Special Meeting
December 6, 2016 TechnipFMC stockholder meeting December 21,
2016 Issuance of the Technip Merger Order by the English
Court January 6, 2017 Publication by Euronext of the merger
notice and admission notice January 11, 2017 Re-registration
of TechnipFMC as a public limited company January 13, 2017
Publication of this Prospectus
Last day of trading of the FMCTI Shares on
the NYSE (given that January 16, 2017 is a federal holiday in the
United States)
January 16, 2017 Last day of trading of the Technip Shares
on Euronext Paris
Completion of the Mergers
January 17,
2017 Delisting of the Technip Shares from Euronext Paris
Opening of trading of the TechnipFMC
Shares on Euronext Paris (9:00 a.m. CET)
Opening of trading of the TechnipFMC
Shares on the NYSE (9:30 a.m. EST)
E.4 Material Interests to the Offer Not
applicable.
E.5 Selling Shareholder and
Lock-Ups Not applicable.
E.6
Dilution Resulting from the Offer It is
expected that existing FMCTI stockholders will own approximately
48.9% of TechnipFMC on a fully diluted basis and existing Technip
stockholders will own approximately 51.1% of TechnipFMC on a fully
diluted basis, in each case immediately following completion of the
Mergers.
E.7 Estimated Expenses Charges to the
Investor by the Combined Company Not applicable.
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version on businesswire.com: http://www.businesswire.com/news/home/20170113005678/en/
For TechnipInvestorsAurélia
Baudey-VignaudP: +33 1 85 67 43
81abaudeyvignaud@technip.comorElodie Robbe-MouillotP: +33 1 85 67
43 86erobbemouillot@technip.comorMediaChristophe BélorgeotP:
+33 1 47 78 39 92cbelorgeot@technip.comorLaure MontcelP: +33 1 49
01 87 81lmontcel@technip.comorFor FMC
TechnologiesInvestorsMatt SeinsheimerP: +1
281.260.3665investorrelations@fmcti.comorMediaLisa
AlbistonP: +1 281.610.9076media.request@fmcti.comorLisa AdamsP: +1
281.405.4659media.request@fmcti.com
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