Obligation TechnipFMC Global 3.15% ( FR0011593300 ) en EUR

TechnipFMC Global

100 % ▲

FR0011593300 ( en EUR )

3.15% par an ( paiement annuel )

17/10/2023 - Obligation échue

Prospectus brochure de l'obligation TechnipFMC FR0011593300 en EUR 3.15%, échue

TechnipFMC est une société internationale spécialisée dans les technologies et services pour l'industrie de l'énergie, couvrant l'exploration et la production d'hydrocarbures ainsi que la construction et l'exploitation d'infrastructures énergétiques.

L'Obligation émise par TechnipFMC Global ( ) , en EUR, avec le code ISIN FR0011593300, paye un coupon de 3.15% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 17/10/2023

(A société anonyme incorporated in France)
125,000,000 3.15 per cent. Notes due 18 October 2023
Issue price: 99.695 per cent.
The 125,000,000 3.15 per cent. Notes due 18 October 2023 (the "Notes") are to be issued by Technip (the "Issuer") on 18 October 2013
(the "Issue Date"). The Notes will be issued at an issue price of 99.695 per cent. and will bear interest at the rate of 3.15 per cent. per annum
from, and including,18 October 2013 to, but excluding 18 October 2023 payable annually in arrears on 18 October of each year, commencing
on 18 October 2014, all as more fully described in "Terms and Conditions of the Notes Interest" herein. Payments of principal and interest
on the Notes will be made without deduction for or on account of French taxes, as more fully described in "Terms and Conditions of the Notes
Taxation". Unless previously redeemed or cancelled, the Notes will be redeemed at their principal amount on 18 October 2023 (the
"Maturity Date"). The Issuer may, at its option, and in certain circumstances shall, redeem all, but not some only, of the Notes at any time at
their principal amount together with accrued interest in the event t h at certain French taxes are imposed as described in "Terms and
Conditions of the Notes - Redemption, Exchange and Purchase".
This prospectus (including the documents incorporated by reference) constitutes a prospectus (the "Prospectus") for the purposes of Article
5.3 of Directive 2003/71/EC of the European Parliament and of the Council on the prospectus to be published when securities are offered to
the public or admitted to trading dated 4 November 2003 as amended from time to time (which includes the amendments made
by Directive 2010/73/EU of the European Parliament and of the Council dated 24 November 2010 to the extent such
amendments have been implemented in a member state of the European Economic Area) (the "Prospectus Directive").
Application has been made to the Commission de surveillance du secteur financier (" CSSF") in Luxembourg for approval of
the Prospectus in its capacity as competent authority under the loi relative aux prospectus pour valeurs mobilières dated 10
July 2005, as amended, relating to prospectus for securities, for the approval of this Prospectus as a prospectus for the
purposes of Article 5.3 of the Prospectus Directive.
Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to the official list of the
Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange The
Luxembourg Stock Exchange is a regulated market for the purposes of the Markets in Financial Instruments Directive
2004/39/EC (a "Regulated Market"). In accordance with article 7(7) of the loi relative aux prospectus pour valeurs mobilières
dated 10 July 2005, as amended, the CSSF shall give no undertaking as to the economic and financial soundness of the
operation or the quality or solvency of the Issuer by approving this Prospectus.
The Notes have been accepted for clearance through Euroclear France, Clearstream Banking, société anonyme ("Clearstream,
Luxembourg") and Euroclear Bank SA/N.V., as operator of the Euroclear System ("Euroclear"). The Notes will, upon issue, be inscribed
(inscription en compte) in the books of Euroclear France, which shall credit the accounts of the Euroclear France Account Holders (as defined
in the "Terms and Conditions of the Notes Form, Denomination and Title") including the depositary banks for Euroclear and Clearstream,
Luxembourg.
The Notes will be issued in dematerialized bearer form (au porteur) in denomination of 100,000 each. The Notes will at all times be
represented in book entry form (inscription en compte) in the books of Euroclear France Account Holders in compliance with articles L. 211-3
and R. 211-1 of the French Code monétaire et financier. No physical document of title (including certificates représentatifs pursuant to article
R. 211-7 of the French Code monétaire et financier) will be issued in respect of the Notes.
The Notes 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 of the United States of America. Accordingly, the Notes are being offered,
in offshore transactions, outside the United States by the Manager (as defined in "Subscription and Sale") in accordance with Regulation S
under the Securities Act ("Regulation S"), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S.
persons as defined under Regulation S except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act.
The credit rating assigned to the Issuer by Standard & Poor's Rating Services, a division of the McGraw Hill Companies Inc ("S&P") has
been BBB+/stable/A-2 since May 27, 2010 and has been reaffirmed by S&P on September 19, 2011, March 29, 2012 and April 3, 2013. The
credit ratings included or referred to in this Prospectus will be treated for the purposes of Regulation (EC) No 1060/2009 on credit rating
agencies, as amended by Regulation (EU) No 513/2011 (the "CRA Regulation") and the latest update of the list of registered credit rating
agencies published on ESMA website (www.esma.europa.eu), as having been issued by S&P upon registration pursuant to the CRA
Regulation. S&P is established in the European Union and is registered under the CRA Regulation. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating
agency.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus.
Manager:
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Société Générale Corporate & Investment Banking
The date of this Prospectus is 16 October 2013
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No person is or has been authorised to give any information or to make any
representations other than those contained in this Prospectus and, if given or made, such
information or representations must not be relied upon as having been authorised by, or on
behalf of, the Issuer or the Manager (as defined in "Subscription and Sale" below).
Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under
any circumstances, create any implication that there has been no change in the affairs of
the Issuer or its group, since the date hereof or the date upon which this Prospectus has
been most recently amended or supplemented or that there has been no adverse change in
the financial position of the Issuer since the date hereof or the date upon which this
Prospectus has been most recently amended or supplemented or that the information
contained in it or any other information supplied in connection with the Notes is correct as
of any time subsequent to the date on which it is supplied or, if different, the date indicated
in the document containing the same.
Neither this Prospectus nor any other information supplied in connection with the Notes or
their distribution is intended to provide the basis of any credit or other evaluation or should
be considered as a recommendation by the Issuer or the Manager that any recipient of this
Prospectus or any other information supplied in connection with the Notes or their
distribution should purchase any of the Notes. Each investor contemplating subscribing for
or purchasing Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer or its
group.
Save for any fees payable to the Manager and the transactions referred to in "Use of
Proceeds" below, so far as the Issuer is aware, no person involved in the issue of the Notes
has an interest material to the offer.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of, the Issuer
or the Manager to subscribe for or purchase any of the Notes.
The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes
are required by the Issuer and the Manager to inform themselves about and to observe any
such restrictions. Any investor purchasing the Notes under this Prospectus is solely
responsible for ensuring that any offer or resale of the Notes it so purchased occurs in
compliance with applicable laws and regulation.
The Manager has not separately verified the information contained herein. To the fullest
extent permitted by law, the Manager accepts no responsibility whatsoever for the
information contained or incorporated by reference in this Prospectus or any other
information provided by the Issuer in connection with the Notes or their distribution or for
any other statement, made or purported to be made by a Manager or on its behalf in
connection with the Issuer or the issue and offering of the Notes. Each Manager accordingly
disclaims all and any liability whether arising in tort or contract or otherwise (save as
referred to above) which it might otherwise have in respect of this Prospectus or any such
information or statement.
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FORWARD-LOOKING STATEMENTS
This Prospectus contains or incorporates by reference certain forward-looking statements that
are based on estimates and assumptions. Forward-looking statements include statements with
respect to the Issuer's business, future financial condition and prospects and generally
include all statements preceded by, followed by or that include the words "believe",
"expect", "project", "anticipate", "seek", "estimate" or similar expressions. Although it is
believed that the expectations reflected in these forward-looking statements are reasonable,
there is no assurance that the actual results or developments anticipated will be realised or,
even if realised, that they will have the expected effects on the business, financial condition
or prospects of the Issuer.
These forward-looking statements speak only as of the date on which the statements were
made, and no obligation has been undertaken to publicly update or revise any forward-
looking statements made in this Prospectus or elsewhere as a result of new information,
future events or otherwise, except as required by applicable laws and regulations.
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TABLE OF CONTENTS
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS . 6
RISK FACTORS .................................................................................................................... 7
DOCUMENTS INCORPORATED BY REFERENCE....................................................... 12
TERMS AND CONDITIONS OF THE NOTES ................................................................. 18
USE OF PROCEEDS ........................................................................................................... 29
DESCRIPTION OF THE ISSUER ...................................................................................... 30
RECENT DEVELOPMENTS.............................................................................................. 31
TAXATION ......................................................................................................................... 45
SUBSCRIPTION AND SALE ............................................................................................. 49
GENERAL INFORMATION .............................................................................................. 52
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PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS
To the best knowledge of the Issuer (having taken all reasonable care to ensure that such is
the case), the information contained in this Prospectus is in accordance with the facts and
contains no omission likely to affect its import. The Issuer accepts responsibility for the
information contained in this Prospectus accordingly.
Technip
89 avenue de la Grande Armée
75116 Paris
France
Duly represented by Thierry Pilenko, Chairman and Chief Executive Officer (Président-
Directeur Général) of the Issuer
Dated 16 October 2013
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RISK FACTORS
The following are risk factors related to the offering of the Notes of which prospective
investors should be aware. Prior to making an investment decision, prospective investors
should consider carefully all of the information set out in this Prospectus, including in
particular the risk factors detailed below and the further risk factors relating to the Issuer
and its activities contained in the 2012 Reference Document. These considerations are not
exhaustive and other considerations, including some that may not be presently known to the
Issuer or which the Issuer currently deems immaterial, may impact any investment in the
Notes. Prospective investors should make their own independent evaluations of all
investment considerations. Terms defined in the "Terms and Conditions of the Notes"
herein shall have the same meaning where used below and references below to
"Conditions" are, unless the context otherwise requires, to the numbered paragraphs
contained in the "Terms and Conditions of the Notes" set forth in this Prospectus.
1. Risks related to the Issuer
The risks related to the Issuer and its activity are set out in detail on pages 10 to 29 of the
2012 Reference Document in the French language dated 20 March 2013, incorporated by
reference in this Prospectus and filed with the French Financial Markets Authority (the
"AMF") under number D.13-0193 on 20 March 2013 (see "Documents Incorporated by
Reference" below).
2. Risks related to the Notes
A. General risks related to the Notes
The Notes may not be a suitable investment for all investors
Each potential investor in the Notes must determine the suitability of that investment in
light of its own circumstances. In particular, each potential investor should:
(i) have sufficient knowledge and experience to make a meaningful evaluation of the
Notes, the merits and risks of investing in the Notes and the information contained
or incorporated by reference in this Prospectus or any applicable supplement;
(ii) understand thoroughly the terms of the Notes and be familiar with the behaviour
of any relevant indices and financial markets;
(iii) be able to evaluate (either alone or with the help of a financial adviser) possible
scenarios for economic, interest rate and other factors that may affect its investment
and its ability to bear the applicable risks;
(iv) have access to, and knowledge of, appropriate analytical tools to evaluate, in the
context of its own financial situation, an investment in the Notes and the impact that
any such investment will have on its overall investment portfolio; and
(v) have sufficient financial resources and liquidity to bear the risks of an investment in
the Notes, including any currency exchange risk due to the fact that the potential
investor's currency is not euro.
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Modification
The Terms and Conditions of the Notes contain provisions for calling General Assemblies
of Noteholders to consider matters affecting their interests generally. These provisions
permit defined majorities to bind all Noteholders, including Noteholders who did not attend
and vote at the relevant General Assembly and Noteholders who voted in a manner
contrary to the majority.
Change of law
The Terms and Conditions of the Notes are based on French law in effect as at the date of
this Prospectus. No assurance can be given as to the impact of any possible judicial
decision or change in French law or the official application or interpretation thereof after
the date of this Prospectus.
French insolvency law
Under French insolvency law, holders of debt securities are automatically grouped into a
single meeting of holders (the "Assembly") if a safeguard procedure (procédure de
sauvegarde), an accelerated financial safeguard procedure (procédure de sauvegarde
financière accélérée) or a judicial reorganization procedure (procédure de redressement
judiciaire) is opened in France with respect to the Issuer.
The Assembly comprises holders of all debt securities issued by the Issuer (including the
Notes), regardless of their terms and conditions, issue date or governing law.
The Assembly deliberates on the proposed safeguard plan (projet de plan de sauvegarde),
accelerated financial safeguard procedure (procédure de sauvegarde financière accélérée)
or judicial reorganization plan (projet de plan de redressement) applicable to the Issuer and
may further agree to:
-
increase the liabilities (charges) of holders of debt securities (including the
Noteholders) by rescheduling and/or partially or totally writing-off debts;
-
establish an unequal treatment between holders of debt securities (including the
Noteholders) as appropriate under the circumstances; and/or
-
decide to convert debt securities (including the Notes) into securities that give or
may give right to share capital.
Decisions of the Assembly will be taken by a two-third (2/3) majority (calculated as a
proportion of the amount of debt securities held by the holders which have cast a vote at
such Assembly). The Assembly may deliberate validly on first convocation only if
Noteholders present or represented hold at least one fifth (1/5) of the principal amount of
the Notes then outstanding. On second convocation, no quorum shall be required.
Decisions of the Assembly bind all Noteholders, including Noteholders who did not attend
and vote at the relevant Assembly and Noteholders who voted in a manner contrary to the
majority.
For the avoidance of doubt, the provisions relating to the representation of the Noteholders
described in Condition 9 will not be applicable with respect to the Assembly to the extent
they conflict with compulsory insolvency law provisions that apply in these circumstances.
The procedures, as described above or as they may be amended, could have an adverse
impact on Noteholders seeking repayment in the event that the Issuer or its affiliates were
to become insolvent.
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Market value of the Notes
The market value of the Notes will be affected by the creditworthiness of the Issuer and a
number of additional factors.
The value of the Notes depends on a number of interrelated factors, including economic,
financial and political events in France or elsewhere, including factors affecting capital
markets generally and the stock exchanges on which such Notes are traded. The price at
which a holder of such Notes will be able to sell such Notes prior to maturity may be at a
discount, which could be substantial, from the issue price or the purchase price paid by
such purchaser.
Legal investment considerations may restrict certain investments
The investment activities of certain investors are subject to legal investment laws and
regulations, or review or regulation by certain authorities. Each potential investor should
consult its legal advisers to determine whether and to what extent (1) the Notes are legal
investments for it, (2) the Notes can be used as collateral for various types of borrowing
and (3) other restrictions apply to its purchase, sale or pledge of any Notes. Financial
institutions should consult their legal advisers or the appropriate regulators to determine the
appropriate treatment of the Notes under any applicable risk-based capital or similar rules.
B.
Risks related to the market generally
No prior market for the Notes; resale restrictions
There is no existing market for the Notes, and there can be no assurance that any market
will develop for the Notes or that holders of the Notes will be able to sell their Notes in the
secondary market, in which case the market or trading price and liquidity of the Notes may
be adversely affected.
The trading market for the Notes may be volatile and may be adversely impacted by many
events
The market for debt securities is influenced by economic and market conditions and, to
varying degrees, market conditions, interest rates, currency exchange rates and inflation
rates in other European and other industrialized countries. There can be no assurance that
events in France, Europe or elsewhere will not cause market volatility or that such volatility
will not adversely affect the price of Notes or that economic and market conditions will not
have any other adverse effect.
Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Notes in euro. This presents certain risks
relating to currency conversions if an investor's financial activities are denominated
principally in a currency or currency unit (the "Investor's Currency") other than euro.
These include the risk that exchange rates may change significantly (including changes due
to devaluation of the euro or revaluation of the Investor's Currency) and the risk that
authorities with jurisdiction over the Investor's Currency may impose or modify exchange
controls. An appreciation in the value of the Investor's Currency relative to the euro would
decrease (i) the Investor's Currency-equivalent yield on the Notes, (ii) the Investor's
Currency-equivalent value of the principal payable on the Notes and (iii) the Investor's
Currency-equivalent market value of the Notes.
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Government and monetary authorities may impose (as some have done in the past)
exchange controls that could adversely affect an applicable exchange rate. As a result,
investors may receive less interest or principal than expected, or no interest or principal.
Interest rate risks
Investment in the Notes involves the risk that subsequent changes in market interest rates
may adversely affect the value of the Notes.
C. Risks related to the particular structure of the Notes
The Notes may be redeemed prior to maturity
The Issuer may and, in certain circumstances shall, redeem or purchase all of the Notes
then outstanding (see Condition 5 "Redemption, Exchange and Purchase" and Condition 8
"Events of Default"). As a consequence, investors that choose to reinvest monies they
receive through an early redemption may be able to do so only in securities with a lower
yield than the redeemed Notes.
Exercise of put option in respect of certain Notes may affect the liquidity of the Notes in
respect of which such put option is not exercised
Depending on the number of Notes in respect of which the put option provided in
Condition 5(d) is exercised, any trading market in respect of those Notes in respect of
which such put option is not exercised may become illiquid.Limited restrictive covenants
The Notes do not restrict the Issuer from incurring additional debt. The Terms and
Conditions of the Notes contain a negative pledge that prohibits the Issuer in certain
circumstances from creating security over assets, but only to the extent that such is used to
secure other bonds or other negotiable debt securities. The Terms and Conditions of the
Notes do not contain any other covenants restricting the operations of the Issuer.
Structural subordination due to holding company status
The Issuer is a holding company. Investors will not have any direct claims on the cash
flows or the assets of the Issuer's affiliates, and such affiliates have no obligation,
contingent or otherwise, to pay amounts due under the Notes or to make funds available to
the Issuer for these payments.
Claims of the creditors of the Issuer's affiliates have priority as to the assets of such
affiliates over the claims of the Issuer's creditors. Consequently, holders of the Notes are in
effect structurally subordinated on insolvency to the prior claims of the creditors of the
Issuer's affiliates.
D. Risks related to taxation
Taxation
Potential purchasers and sellers of the Notes should be aware that they may be required to
pay taxes or other documentary charges or duties in accordance with the laws and practices
of the country where the Notes are transferred or other jurisdictions. Potential investors are
advised not to rely upon the tax summary contained in this Prospectus but to ask for their
own tax adviser's advice on their individual taxation with respect to the acquisition,
holding, sale and redemption of the Notes. Only these advisors are in a position to duly
consider the specific situation of the potential investor. This investment consideration has
to be read in conjunction with the taxation section of this Prospectus.
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