Technip has requested a visa of the Autorité des marchés financiers (« AMF ») on two prospectuses in connection with the admission to trading on the regulated market of Euronext Paris of the following bonds that have been previously issued:
- €450,000,000 0.875 per cent. Non-Dilutive Cash Settled Convertible Bonds, issued on January 25, 2016 and March 10, 2016 and due January 25, 2021 (ISIN: XS1351586588);
- €100,000,000 4 per cent. "straight" Notes issued on June 14, 2012 and due June 14, 2032 (ISIN: FR0011270487); and
- €100,000,000 3.75 per cent. "straight" Notes issued on October 7, 2013 and due October 7, 2033 (code ISIN : FR0011575448)
(together, the « Bonds »).
Subject to the visa of the AMF to be granted today, the admission to trading of the Bonds on the regulated market of Euronext Paris will occur on January 16, 2017.
The Company will not issue any new bonds or place any existing bonds in connection with the admission to trading of the Bonds on the regulated market of Euronext Paris.
This press release does not constitute an offer to the public in any jurisdiction, including France. This press release may not be published, distributed or released directly or indirectly in the United States of America, Australia, Canada, Japan or South Africa. The distribution of this press release may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes, 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.
European Economic Area
With respect to the Member States of the European Economic Area which have implemented the Prospectus Directive (the "Relevant Member States"), no action has been undertaken or will be undertaken to make an offer to the public of the Bonds requiring a publication of a prospectus in any Relevant Member State. As a result, the Bonds may only be offered in Relevant Member States:
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or
in any other circumstances falling within Article 3(2) of the Prospectus Directive.
For the purposes of this paragraph, the expression "offer to the public of Bonds" in any Relevant Member States, means any communication, to individuals or legal entities, in any form and by any means, of sufficient information on the terms and conditions of the offering and on the Bonds to be offered, thereby enabling an investor to decide to purchase or subscribe for the Bonds, as the same may be varied in that Member State.
These selling restrictions with respect to Member States apply in addition to any other selling restrictions which may be applicable in the Member States who have implemented the Prospectus Directive.
The Bonds have not been and will not be offered or sold or cause to be offered or sold, directly or indirectly, to the public in France. Any offer or sale of the Bonds and distribution of any offering material relating to the Bonds have been and will be made in France only to (a) persons providing investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers), and/or (b) qualified investors (investisseurs qualifiés) and/or a restricted circle of investors (cercle restreint d`investisseurs) acting for their own account, as defined in, and in accordance with, Articles L. 411-2, D.411-1 and D.411-4 of the French monetary and financial Code (Code monétaire et financier).
This press release is addressed and directed only (i) to persons located outside the United Kingdom, (ii) to investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) to people designated by Article 49(2) (a) to (d) of the Order or (iv) to any other person to whom this press release could be addressed pursuant to applicable law (the persons mentioned in paragraphs (i), (ii), (iii) and (iv) all deemed relevant persons ("Relevant Persons")). The Bonds are intended only for Relevant Persons and any invitation, offer of contract related to the subscription, tender, or acquisition of the Bonds may be addressed and/or concluded only with Relevant Persons. All persons other than Relevant Persons must abstain from using or relying on this document and all information contained therein.
This press release is not a prospectus which has been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.
United States of America
This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States.
The Bonds have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered, sold, pledged or otherwise transferred in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state securities laws.
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.
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