Technip Energies (PARIS:TE) launches ESOP 2023, an employee share offering proposed to circa 12,000 eligible employees in 19 countries, with the objective of sharing the long-term value creation of the Group with employees.
The ESOP 2023 Offer is implemented in Australia, China, Colombia, Germany, France, India, Italy, Kuwait, Malaysia, Mozambique, Netherlands, Norway, Qatar, Saudi Arabia, Spain, Thailand, United Arab Emirates, United Kingdom and United States. Approximately 90% of the Group's workforce will have the opportunity to participate.
The offer is proposed as part of Technip Energies' Group Savings Plan (PEG) and International Group Savings Plan (PEGI). It will be conducted via a share capital increase, up to the maximum of 1.5% of the share capital, within the limit of the total subscription amount of €30 million. New shares will bear immediate dividends entitlement and will be fully assimilated to existing shares as from their issuance (ISIN code: NL0014559478 TE).
Terms of the offering
Eligible employees will have the possibility to subscribe to the following formula:
- "ESOP Classic", where the subscriber benefits from a discounted price and a matching contribution.
- "ESOP Leverage", where the subscriber benefits from the protection of the personal contribution, and the greater of either (i) a guaranteed minimum return over the investment period, or (ii) a multiple of the protected average increase in the Technip Energies share price.
The subscription price of shares will be equal to the arithmetic average of the volume-weighted average prices (VWAP) of the Technip Energies share on Euronext Paris recorded over the 20 trading days preceding the date of the Chief Executive Officer's decision setting the opening date of the subscription/revocation period, less a discount of 20%.
Shares will be subject to a lock-up period of 5 years, subject to cases of authorized early release events. Shares will be subscribed through a company mutual fund (FCPE) or, in certain countries, directly by employees.
Voting rights relating to shares held in the "T.EN Shares France" and "T.EN Shares International" FCPEs following subscriptions in the "ESOP Classic" and "ESOP Leverage" formulaswill be exercised by Supervisory Boards of the FCPEs.
Voting rights relating to securities held directly following subscriptions in the "ESOP Leverage" formula for certain countries of the scope as well as for shares issued for the purposes of hedging operations will be exercised by the subscribers.
The "ESOP Leverage"offering implies implementation, management and settlement of hedging transactions by the bank that structures this formula, it being understood that such hedging transactions can take place on the market or off-market, through purchase and/or sale of shares, purchase of call options and/or any other transactions carried out at any time, in particular during the period of determination of the subscription price, and on the entire duration of the employee share plan.
Indicative schedule for the offering
- Reservation period: from June 5 to 21, 2023;
- Subscription/revocation period: from August 2 to 7, 2023;
- Share capital increase: September 19, 2023.
These dates are indicative and may be modified following events affecting the implementation of the offering.
International warning
This press release does not constitute an offer to sell or an invitation to subscribe for Technip Energies shares. The offer is strictly reserved for beneficiaries mentioned in this press release and will be implemented only in countries where such a transaction has been registered or notified to competent local authorities, or in consideration of an exemption from the requirement to draw up a prospectus or to register or notify the offer. This press release is not intended for countries where the offer remains subject to approval by competent authorities.
More generally, the offer will be made only in countries where all required registration procedures and/or notifications have been carried out and where necessary authorizations have been obtained.
About Technip Energies
Technip Energies is a leading Engineering Technology company for the energy transition, with leadership positions in Liquefied Natural Gas (LNG), hydrogen and ethylene as well as growing market positions in blue and green hydrogen, sustainable chemistry and CO2 management. The company benefits from its robust project delivery model supported by extensive technology, products and services offering.
Operating in 35 countries, our 15,000 people are fully committed to bringing our client's innovative projects to life, breaking boundaries to accelerate the energy transition for a better tomorrow.
Technip Energies is listed on Euronext Paris with American depositary receipts ("ADRs"). For further information: www.technipenergies.com.
Important Information for Investors and Securityholders
Forward-Looking Statement
This release contains "forward-looking statements" as defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. Forward-looking statements usually relate to future events and anticipated revenues, earnings, cash flows or other aspects of Technip Energies' 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 Technip Energies' current expectations, beliefs and assumptions concerning future developments and business conditions and their potential effect on Technip Energies. While Technip Energies believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting Technip Energies will be those that Technip Energies anticipates.
All of Technip Energies' forward-looking statements involve risks and uncertainties (some of which are significant or beyond Technip Energies' control) and assumptions that could cause actual results to differ materially from Technip Energies' historical experience and Technip Energies' present expectations or projections. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward-looking statements.
For information regarding known material factors that could cause actual results to differ from projected results, please see Technip Energies' risk factors set forth in Technip Energies' filings with the U.S. Securities and Exchange Commission, which include amendment no. 4 to Technip Energies' registration statement on Form F-1 filed on February 11, 2021.
Forward-looking statements involve inherent risks and uncertainties and speak only as of the date they are made. Technip Energies undertakes no duty to and will not necessarily update any of the forward-looking statements in light of new information or future events, except to the extent required by applicable law.
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