TechnipFMC plc 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.