Technip Energies Capital Markets Day – The Creation of a Leading Engineering & Technology Company for the Energy Transition

LONDON & PARIS & HOUSTON–(BUSINESS WIRE)–Regulatory Information:

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

ADVERTISEMENT. This announcement is an commercial regarding the intention of the Firm (as outlined under) to proceed with the itemizing and admission of shares in Technip Energies (the “Shares”) on Euronext Paris (the “Itemizing”). This announcement doesn’t represent a prospectus.

If and when the Itemizing is launched, additional particulars in regards to the Itemizing might be included in a prospectus to be revealed by the Firm in relation to the Itemizing (the “Prospectus”). As soon as the Prospectus has been permitted by the Netherlands Authority for the Monetary Markets (Stichting Autoriteit Financiële Markten) (the “AFM”) and passported to the Autorité des marchés financiers, the Prospectus might be revealed and made out there without charge by the company web site of the Firm (www.technipenergies.com). Any potential investor ought to make their funding solely on the premise of data that might be contained within the Prospectus. Potential traders ought to learn the Prospectus earlier than investing choice in an effort to absolutely perceive the potential dangers and rewards related to the choice to spend money on the Shares. The approval of the Prospectus by the AFM shouldn’t be understood as an endorsement of the standard of the Shares and the Firm (as outlined under).

Technip Energies (the “Firm”) will at the moment host its digital Capital Markets Day in reference to TechnipFMC’s beforehand introduced plan to separate into two industry-leading unbiased, publicly traded corporations: TechnipFMC and Technip Energies. The transaction is anticipated to be structured as a spin-off of a majority stake in TechnipFMC’s Technip Energies section. The separation is anticipated to be accomplished within the first quarter of 2021, topic to customary circumstances and regulatory approvals.

The digital Capital Markets Day might be held at the moment at 14:00 CET. A reside webcast and an accompanying presentation might be out there within the Investor Relations part of TechnipFMC’s web site at www.technipfmc.com.

Arnaud Pieton, Chief Government Officer of Technip Energies, acknowledged, “​Technip Energies is a number one engineering and expertise firm for the power transition. Now we have world main market positions in LNG, ethylene and hydrogen, and we’re central to highly effective power transition themes – from decarbonization to carbon-free options – to fulfill at the moment’s and tomorrow’s power challenges. Now we have rising positions on break-through applied sciences in inexperienced hydrogen, sustainable chemistry and CO₂ administration. At the moment, our in depth backlog and a breadth of business alternatives present robust income visibility and medium-term margin enlargement potential. Our asset gentle enterprise and powerful stability sheet present a strong platform to assist our progress ambitions and excessive return-on-invested capital by the cycle. In the end, we purpose to be the reference funding platform for the Vitality Transition.”

Technip Energies is among the world’s largest Engineering and Expertise (E&T) corporations. With its broad providing of mission capabilities, applied sciences, services and products, the Firm is ideally positioned to speed up the Vitality Transition. The Firm has over 15,000 workers globally throughout 34 international locations and might level to over 60 years of profitable operations. Technip Energies, which is included within the Netherlands, might be headquartered in Paris. The Firm may have its shares listed on the Euronext Paris inventory alternate underneath the ticker “TE” with American depositary receipts (“ADRs”). Primarily based on the 12 months to June 20, 2020, Technip Energies is a €6 billion income firm supported by a big €13.2 billion backlog as of June 30, 2020.

A compelling funding proposition

Our price proposition is characterised by the next:

Pioneering downstream and fuel evolution. Technip Energies has a aggressive and differentiated providing to handle important market alternatives in LNG and fuel monetization, offshore and downstream. The Firm is a accomplice of selection globally, with a 50-year observe document and main positions within the enticing markets of LNG and ethylene. The Firm sees sturdy long-term demand for fuel and downstream, with each LNG and downstream taking part in a crucial position within the power transition. The Firm’s improvements round decarbonization and effectivity are enabling sustainable options for greenfield and revamp tasks.

Accelerating the power transition. Technip Energies, with its course of engineering and course of expertise capabilities, is concentrated on accelerating the power transition. The Firm possesses an in depth and evolving proprietary expertise portfolio and has important experience in expertise integration and scale-up. It intends to leverage its pioneering mindset to stay on the forefront because the market evolves in direction of new power chains. The structural market shift in direction of hydrogen, sustainable chemistry and low-carbon infrastructures is seen by the Firm as a big alternative.

Leveraging capabilities to broaden alternative set. Technip Energies is increasing into new progress areas in providers, power transition and different chosen industries. Technip Energies has expanded its advisory and high-value providers by Genesis and its mission administration consultancy providing. By means of making use of its core expertise and capabilities in power molecule transformation, the Firm is ready to combine offshore, hydrogen course of and structure design to unlock new power potentialities. Additional, it would selectively broaden into different industries akin to Life Sciences and Agritech, primarily with a providers worth proposition.

Offering excellent supply. Technip Energies’ world workforce of ~15,000 professionals include industry-leading engineering, technical and mission administration experience. This extremely gifted workforce helps a worth proposition underpinned by robust mission execution, a number one course of expertise portfolio and sturdy threat administration processes. The Firm’s track-record consists of lots of the world’s largest and most iconic power tasks, clearly demonstrating its front-runner spirit. The Firm is enhancing its mission execution capabilities by integrating digital into its mission processes and believes {that a} digital transformation of Technip Energies will drive inside efficiencies and improve its providers providing.

Providing monetary power and stability. Technip Energies will illustrate its monetary strengths and display a strong basis for sustainable shareholder returns. Being largely a backlog-based enterprise, the Firm has robust top-line and margin visibility. Its contracting mannequin helps an early money conversion of earnings. These elements mixed with an asset gentle enterprise and powerful stability sheet present the platform for prime returns on invested capital and assist a long-term dividend coverage goal.

ESG – Our pledge for a greater tomorrow. Technip Energies goals to be acknowledged as a reference ESG firm by robust ESG rules, enterprise alignment to the power transition and integration of a sustainability technique all through its processes and enterprise growth. Technip Energies intends to suggest its sustainability technique inside its first yr as an unbiased firm, and thereafter concern a yearly sustainability report with scorecard. As a finest observe, the Firm intends to assist the ten rules of the United Nations World Compact in addition to the 17 UN Sustainable Improvement Targets.

Market Overview

Technip Energies has a considerable annual market alternative set of over €100 billion with high-growth potential in recognized progress and upside markets, supported by a big base in conventional markets, that are additionally evolving in direction of decrease carbon markets.

Base Markets – LNG, downstream and offshore. The Firm has a extremely aggressive providing to handle the numerous market alternative in LNG, offshore and downstream, the place in mixture it has recognized an annual addressable market alternative of over €70 billion, with progress led by GDP. Technip Energies is a market chief in LNG and has proprietary applied sciences for fuel processing and NGL restoration items. It has the {industry}’s most complete reference checklist for floating LNG (FLNG), and a pioneering place out there for fuel FPSOs. In downstream, the Firm has main proprietary expertise and tools in petrochemicals and a number one market place in ethylene.

Development Markets – Hydrogen, Sustainable Chemistry, CO₂ Administration. The Firm has recognized progress markets inside the power transition area, notably in hydrogen, sustainable chemistry, and CO₂ administration. In these markets it sees an annual addressable market of over €15 billion, with medium-term progress potential of 5-15% every year. Technip Energies is a world chief in hydrogen having delivered its proprietary steam reforming expertise to over 270 crops, representing over 35 per cent of the worldwide put in base. In sustainable chemistry, which incorporates biofuels, biochemistry and the round economic system, Technip Energies has a longtime enterprise with a number of references, proprietary applied sciences and notable alliances. In CO₂ administration it has over 50 references for CO₂ removing items and a strategic alliance with Shell CANSOLV^® for CO₂ seize expertise.

Upside Markets – Adjoining markets of carbon free portfolio enlargement, providers and different industries. By means of leveraging its core competencies, Technip Energies intends to develop its providers enterprise traces, broaden its power transition addressable markets, and transfer into adjoining industries. Technip Energies has recognized an annual addressable alternative in these upside markets of than €15 billion, with medium-term progress potential of 5-15% every year. In Companies, the Firm already has established enterprise traces in Advisory & Consulting, Digital Plant Efficiency and Challenge Administration Consulting. The Firm plans to construct on its established offshore experience to develop a larger presence in full-scale carbon-free marine tasks. It additionally intends to leverage its experience and expertise to ship new improvements to the rising markets of offshore hydrogen and offshore floating wind. Moreover, Technip Energies will broaden selectively into different industries akin to Life Sciences and Agritech.

Firm Steering¹

The historic monetary info offered on this press launch and in the course of the Capital Markets Day consists of IFRS special-purpose monetary statements – carved out from the consolidated monetary statements of TechnipFMC – ready for the needs of the spin-off and current the historic monetary info of Technip Energies within the format that it intends to report its monetary outcomes sooner or later starting with the publication of Technip Energies’ statutory consolidated monetary statements for fiscal yr 2021.

As Technip Energies didn’t function as a stand-alone entity previously, the historic monetary info will not be indicative of Technip Energies’ future efficiency and what its mixed outcomes of operations, monetary place and money flows would have been, had Technip Energies operated as an entity separate from TechnipFMC for the durations offered.

Capital Construction

Technip Energies has secured a senior unsecured bridge time period mortgage for €650 million (for one yr with two six-month extension choices) and a revolving credit score facility (RCF) of €750 million. Anticipated excellent industrial paper of €125 million as of spin-off date absolutely backstopped by the RCF. There aren’t any monetary covenants on the debt devices. The Firm has been offered by S&P World a BBB – adverse outlook – credit standing. Technip Energies’ opening stability sheet is anticipated to have a gross debt of €750 million, and money and money equivalents of €3.1 billion. ​

Agenda

The digital Capital Markets Day will comprise of complete displays from members of the Technip Energies Management Group.

Further particulars on the digital Capital Markets Day of Technip Energies

The Capital Markets Day occasion might be held at the moment, Thursday, January 28, 2021, at 14:00 CET. A reside webcast and an accompanying presentation might be out there within the Investor Relations part of TechnipFMC’s web site at www.technipfmc.com. An archived replay of the webcast might be out there on the identical web site for a period of 1 yr. Supplemental info containing chosen monetary info for Technip Energies for the years ended December 31, 2017, 2018 and 2019, and for the six months ended June 30, 2020, can be out there within the Investor Relations part of TechnipFMC’s web site at www.technipfmc.com.

Prospectus

Prematurely of the spin-off, Technip Energies will publicly file a definitive model of the registration assertion on Kind F-1 (the “F-1”) and can publish a European prospectus that has been permitted by the Dutch Authority for the Monetary Markets (Stichting Autoriteit Financiële Markten) and passported to the French Autorité des marchés financiers. The F-1 and European prospectus will embrace carve-out financials for the years ended December 31, 2017, 2018 and 2019 and for the six months ended June 30, 2020 underneath IFRS as adopted by the European Union. The F-1 and the European prospectus can even include an outline of the dangers that relate to the Firm’s {industry} and enterprise, operations and monetary circumstances, together with the next key dangers:

• The Firm operates in a extremely aggressive atmosphere and unanticipated adjustments regarding aggressive elements in its {industry} might influence its outcomes of operations.
• Demand for the Firm’s services and products will depend on oil and fuel {industry} exercise and expenditure ranges, that are instantly affected by developments within the demand for and worth of crude oil and pure fuel.
• COVID-19 has considerably quickly lowered demand for the Firm’s services and products, and has had, and should proceed to have, an adversarial influence on the Firm’s monetary situation, outcomes of operations, and money flows.
• The Firm might lose cash on fixed-price contracts.
• The Firm’s failure to well timed ship its backlog might have an effect on future gross sales, profitability, and relationships with its clients.
• The Firm faces dangers regarding its reliance on subcontractors, suppliers, and its three way partnership companions.
• The Firm might not understand income on its present backlog as a result of buyer order reductions, cancellations or acceptance delays, which can negatively influence its monetary outcomes.
• Forex alternate fee fluctuations might adversely have an effect on the Firm’s monetary situation, outcomes of operations, or money flows.
• The Firm is topic to an ongoing investigation by the French Parquet Nationwide Financier associated to historic tasks in Equatorial Guinea and Ghana.
• Its operations require the Firm to adjust to quite a few laws, violations of which might have a fabric adversarial impact on its monetary situation, outcomes of operations, or money flows.
• Compliance with environmental and local weather change associated legal guidelines and laws might adversely have an effect on the Firm’s enterprise and outcomes of operations.
• The Firm is topic to the tax legal guidelines of quite a few jurisdictions; challenges to the interpretation of, or future adjustments to, such legal guidelines might adversely have an effect on it.
• Traditionally, the Technip Energies Enterprise was operated as a enterprise section of TechnipFMC and the Firm’s historic monetary info just isn’t essentially consultant of the outcomes that the Technip Energies Enterprise would have achieved as an unbiased public firm and will not be a dependable indicator of its future outcomes.
• The Firm might not obtain some or the entire anticipated advantages of the separation and spin-off, and the separation and spin-off might adversely have an effect on its enterprise.
• The mixed post-spin-off worth of Technip Energies Shares and TechnipFMC Shares might not equal or exceed the mixture pre-spin-off worth of TechnipFMC Shares.

Essential Info for Buyers and Safety holders

Ahead-looking statements

This launch comprises “forward-looking statements” as outlined in Part 27A of the US Securities Act of 1933, as amended, and Part 21E of the US Securities Trade Act of 1934, as amended. Phrases akin to “count on,” “plan,” “intend,” “would,” “will,” and comparable expressions are meant to establish forward-looking statements, that are typically not historic in nature, and embrace any statements with respect to the potential separation of the Firm into TechnipFMC and Technip Energies, the anticipated monetary and operational outcomes of TechnipFMC and Technip Energies after the potential separation and expectations concerning TechnipFMC’s and Technip Energies’ respective capital buildings, companies or organizations after the potential separation. Such forward-looking statements contain important dangers, uncertainties and assumptions that might trigger precise outcomes to vary materially from TechnipFMC’s historic expertise and TechnipFMC’s current expectations or projections. For info concerning identified materials elements that might trigger precise outcomes to vary from projected outcomes, please see TechnipFMC’s threat elements set forth in TechnipFMC’s filings with the U.S. Securities and Trade Fee, which embrace TechnipFMC’s Annual Studies on Kind 10-Ok, Quarterly Studies on Kind 10-Q, and Present Studies on Kind 8-Ok, TechnipFMC’s filings with the Autorité des marchés financiers or the U.Ok. Monetary Conduct Authority, in addition to the next:

• dangers related to illness outbreaks and different public well being points, together with the coronavirus illness 2019 (“COVID-19”), their influence on the worldwide economic system and the enterprise of TechnipFMC’s firm, clients, suppliers and different companions, adjustments in, and the administration of, treaties, legal guidelines, and laws, together with in response to such points and the potential for such points to exacerbate different dangers TechnipFMC faces, together with these associated to the elements listed or referenced under;
• dangers related to the influence or phrases of the potential separation;
• dangers related to the advantages and prices of the potential separation, together with the danger that the anticipated advantages of the potential separation won’t be realized inside the anticipated timeframe, in full or in any respect;
• dangers that the circumstances to the potential separation, together with regulatory approvals, won’t be glad and/or that the potential separation won’t be accomplished inside the anticipated timeframe, on the anticipated phrases or in any respect;
• the anticipated tax remedy of the potential separation, together with as to shareholders in the US or different international locations;
• dangers related to the sale by TechnipFMC of shares of Technip Energies to Bpifrance, together with whether or not the circumstances to closing might be glad;
• adjustments within the shareholder bases of the Firm, TechnipFMC and Technip Energies, and volatility out there costs of their respective shares, together with the danger of fluctuations out there worth of Technip Energies’ shares because of substantial gross sales by TechnipFMC of its curiosity in Technip Energies;
• dangers related to any financing transactions undertaken in reference to the potential separation;
• the influence of the potential separation on TechnipFMC’s companies and the danger that the potential separation could also be tougher, time-consuming or expensive than anticipated, together with the influence on TechnipFMC’s sources, techniques, procedures and controls, diversion of administration’s consideration and the influence on relationships with clients, governmental authorities, suppliers, workers and different enterprise counterparties;
• unanticipated adjustments regarding aggressive elements in TechnipFMC’s {industry};
• TechnipFMC’s capability to well timed ship TechnipFMC’s backlog and its impact on TechnipFMC’s future gross sales, profitability, and TechnipFMC’s relationships with TechnipFMC’s clients;
• TechnipFMC’s capability to rent and retain key personnel;
• U.S. and worldwide legal guidelines and laws, together with current or future environmental or commerce/tariff laws, that will enhance TechnipFMC’s prices, restrict the demand for TechnipFMC’s services and products or prohibit TechnipFMC’s operations;
• disruptions within the political, regulatory, financial and social circumstances of the international locations wherein TechnipFMC conducts enterprise; and
• downgrade within the scores of TechnipFMC’s debt might prohibit TechnipFMC’s capability to entry the debt capital markets.

TechnipFMC cautions you to not place undue reliance on any forward-looking statements, which communicate solely as of the date hereof. TechnipFMC undertakes no obligation to publicly replace or revise any of its forward-looking statements after the date they’re made, whether or not because of new info, future occasions or in any other case, besides to the extent required by legislation.

Disclaimers

This press launch is meant for informational functions just for the shareholders of TechnipFMC, the vast majority of whom reside in the US, the UK and Europe. This press launch doesn’t represent a prospectus inside the which means of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the “Prospectus Regulation”), and Technip Energies’ shares might be distributed in circumstances that don’t represent “a proposal to the general public” inside the which means of the Prospectus Regulation. This press launch just isn’t meant for distribution in jurisdictions that require prior regulatory evaluation and authorization to distribute a press launch of this nature.

The joint fairness capital markets advisors are performing completely for TechnipFMC and nobody else in reference to the deliberate spin-off of the bulk stake of TechnipFMC’s Technip Energies enterprise section and won’t regard another individual as their respective shoppers and won’t be accountable to anybody aside from TechnipFMC for offering the protections afforded to their respective shoppers in reference to any distribution of Technip Energies shares or in any other case, nor for offering any recommendation in relation to the distribution of Technip Energies shares, the content material of this press launch or any transaction, association or different matter referred to herein.

Advisors

Rothschild & Co. is performing as monetary advisor and Latham & Watkins, LLP is performing as authorized advisor, with Darrois Villey Maillot Brochier and De Brauw Blackstone Westbroek N.V. serving as extra authorized advisors, to TechnipFMC.

BNP Paribas, J.P. Morgan, Morgan Stanley and Société Générale are performing as joint fairness capital markets advisors in reference to the proposed distribution of Technip Energies shares to the holders of TechnipFMC shares upon completion of the separation.

Credit score Agricole Company and Funding Financial institution can be performing as an advisor on the distribution of Technip Energies shares to the holders of TechnipFMC shares.

About Technip Energies (“SpinCo”)

With roughly 15,000 workers, Technip Energies is among the largest engineering and expertise corporations globally, with management positions in LNG, hydrogen and ethylene in addition to rising market positions in sustainable chemistry and CO₂ administration. As well as, the brand new firm will profit from its sturdy mission supply mannequin and in depth expertise, services and products providing. The Firm would comprise the Technip Energies section, together with Genesis – a frontrunner in advisory providers and front-end engineering.

About TechnipFMC (“RemainCo”)

With roughly 21,000 workers, TechnipFMC can be the biggest diversified pure play within the {industry}. The Firm’s position might be to assist shoppers within the supply of distinctive, built-in manufacturing options. TechnipFMC will proceed to remodel the {industry} by its pioneering built-in supply mannequin – iEPCI™, expertise management and digital innovation.