Main characteristics of the offer reserved for employees of Technip Group
Tel.: 01 47 78 30 86
Approved by the Autorité des marchés financiers (formerly the Commission des opérations de bourse) with visa no. 03-951 dated 3 November 2003.
This press release substitutes for the visa on the final conditions.
- Economic group : 00 Resources
- Sector: 07 Oil & Gas
- Sub-sector: 075 Oil Services
A maximum of 712,149 shares with a par value of € 3,05 each representing a maximum nominal amount of € 2,172,054.
The rights in respect of the new shares will be available as of 1 January 2003.
The final characteristics of the issue have been determined by the President of the Board of directors on 9 February 2004, pursuant to a delegation of powers granted by the Board of Directors on 19 November 2003.
Subscription terms and conditions
The capital increase will take place in accordance with Article L. 225-138 IV of the French Commercial Code with the waiver of the shareholders' preferential subscription rights in favour of employees of Technip and French and foreign companies that are affiliated with it within the meaning of Article L.225-180 of the French Commercial Code.
This issue reserved for employees, members of the group's saving plan (Plan d’épargne de groupe), will be subscribed through a corporate mutual fund (Fonds Commun de Placement d'Entreprise), with a mechanism including a leverage effect in most of the countries and especially in France. However, in certain countries, shares will be subscribed directly and held directly by the employees.
- for the employees whose employment contract is governed by American law and who subscribe within the classic offer, the average of the opening price for Technip shares on the Premier Marché of Euronext Paris during the twenty trading sessions prior to the President's decision, acting pursuant to a delegation of powers, with a discount of 15% i.e. EUR 78,23
- for the other employees, whether they invest in the classic or the leverage offer, the average of the opening price for Technip shares on the Premier Marché of Euronext Paris during the twenty trading sessions prior to the President's decision, acting pursuant to a delegation of powers, with a discount of 20% i.e. EUR 73,63.
Means for holding the shares: corporate mutual funds (FCPE) or direct shareholding in certain countries.
In accordance with Article L. 443-2 of the French Labour Code, the employees' payments to one or several savings plans within one civil year cannot exceed the quarter of each employee's gross annual remuneration during the civil year.
For the purpose of hedging its undertakings under the guarantees granted to the employees in the leveraged offer, the Bank informed the Company that it has sold shares on the market during the 20 days of the reference period, i.e. from 12 January to 6 February 2004 (inclusive).
- Reservation period: from 1 to 17 December 2003 (inclusive).
- Subscription and cancellation period: from 10 to 16 February 2004 (inclusive).
- Indicative date of capital increase: 29 March 2004.
The shares are due to be listed on the Premier Marché of Euronext Paris by 5 April 2004 at the latest on the same line than the existing shares.
The units of the corporate mutual funds (FCPE) and/or the shares as the case may be, will be unavailable for a period of five years, except where a case of early release occurs as provided for in Articles L. 443-6, L. 442-7 and R. 442-17 of the French Labour Code. In certain countries, pursuant to the applicable legislation, certain cases of early release will not be available to the employees.
Applicable law: French Law
Shares' delivery: after the noting of the capital increase by the President, pursuant to a delegation of powers, on 5 April 2003 at the latest.
Tax system: depending on the countries concerned .
Tel.: 01 47 78 30 86
Availability of prospectus
The prospectus relating to this operation was approved by the Autorité des marchés financiers on 3 November 2003 with visa no. 03-951.
- the Reference Document (Document de Référence) filed on 17 March 2003 under no. R. 03-031;
- the updating of the Reference Document (Document de Référence) filed with the Autorité des marchés financiers on 27 May 2003 under no. D. 03-0173A01;
- the E Document (Document E) registered by the Autorité des marchés financiers on 4 June 2003 under no E. 03-105;
- an operation memorandum (Note d'Opération).
This prospectus is available for the employees of the Technip Group.
The Autorité des marchés financiers draws the attention of the public on the following elements:
- the subscribed shares shall be held by their shareholders for a period of unavailability of five years, except where a case of early release occurs as provided for in Article R. 442-17 of the French Labour Code;
- the shares' subscription price will be determined and communicated to the employees on 9 February 2004 at the latest;
- the employees' reservations will be revocable from 10 to 16 February 2004 (inclusive);
- the employees who will not have previously given a reservation order will be able to subscribe to the offer within a cap ten times inferior to the cap applicable in case of reservation, i.e. 2,5% of their gross annual remuneration.