UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15F
CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION OF A
CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 333-252215
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Technip Energies N.V.
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(Exact name of registrant as specified in its charter)
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2126, boulevard de la Défense
CS 10266, 92741 Nanterre
Cedex, France
+33 1 47 78 21 21
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(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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Ordinary Shares, par value €0.01 per share
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(Title of each class of securities covered by this Form)
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Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:
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Rule 12h-6(a) ☒
(for equity securities)
Rule 12h-6(c) ☐
(for debt securities)
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Rule 12h-6(d) ) ☐
(for successor registrants)
Rule 12h-6(i) ☐
(for prior Form 15 filers)
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PART I
Item 1. Exchange Act Reporting History
A. Technip Energies N.V. (the “Company”) first incurred the duty to file reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), on February 12, 2021.
B. The Company has filed or submitted all reports required under Section 13(a) or Section 15(d) of the Exchange Act and corresponding Securities and Exchange
Commission (“SEC”) rules for the 12 months preceding the filing of this form. The Company has filed at least one annual report under Section 13(a) of the Exchange Act.
Item 2. Recent United States Market Activity
The Company’s securities were last sold in the United States in a registered offering under the Securities Act of 1933, as amended (the “Securities Act”) on
February 12, 2021.
Item 3. Foreign Listing and Primary Trading Market
A. The foreign exchange on which the Company has maintained a listing of its ordinary shares is the Euronext Paris Stock Exchange (“Euronext Paris”) and such
exchange constitutes the primary trading market for the Company’s ordinary shares.
B. The Company’s ordinary shares have been listed on Euronext Paris since February 16, 2021. The Company has maintained the listing of its ordinary shares on
Euronext Paris for at least the 12 months preceding the filing of this Form 15F.
C. The percentage of trading in ordinary shares that occurred in Euronext Paris for the 12-month period from October 14, 2021, to October 13, 2022, (both dates
inclusive) was 95.031%.
Item 4. Comparative Trading Volume Data
A. The 12-month period used for calculations under Rule 12h-6(a)(4)(i) was from October 14, 2021, through October 13, 2022 (both dates inclusive).
B. The average daily trading volume (“ADTV”) of the Company’s ordinary shares in the United States (both on-exchange and off-exchange) was 65,797 shares for the
same 12-month period. The ADTV of the Company’s ordinary shares worldwide was 1,324,043 shares for the same 12-month period.
C. The ADTV of the Company’s ordinary shares in the United States was 4.969% of the ADTV of the Company’s ordinary shares on a worldwide basis for the same
12-month period.
D. Not applicable.
E. Not applicable.
F. The Company used the Bloomberg Professional site as the source for determining whether it meets the ADTV requirements of Rule 12h-6.
Item 5. Alternative Record Holder Information
Not applicable.
Item 6. Debt Securities
Not applicable.
Item 7. Notice Requirement
On November 14, 2022, the Company published a press release disclosing its intent to deregister and
terminate its reporting obligations under the Exchange Act. This press release was posted to the Company's website and circulated by the major financial news wire services in the United States. A copy of the press release is attached hereto as Exhibit
1.
Item 8. Prior Form 15 Filers
Not applicable.
PART II
Item 9. Rule 12g3-2(b) Exemption
The Company will continue to publish English language financial reports, financial statements, press releases and stockholder information, which will be
available on its website (https://investors.technipenergies.com) in accordance with Rule 12g3-2(b) under the Exchange Act.
PART III
Item 10. Exhibits
Item:
Item 11. Undertakings
The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it
has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:
(1) The ADTV of its subject class of securities in the United States exceeded 5 percent of the ADTV of that class of securities on a worldwide basis for the same
recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i);
(2) Its subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding under Rule
12h-6(a)(4)(ii) or Rule 12h-6(c); or
(3) It otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, Technip Energies N.V. has duly authorized the undersigned person to sign on its behalf this certification on Form
15F. In so doing, Technip Energies N.V. certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under Section 12(g) of the Exchange Act, or its duty to file
reports under Section 13(a) or Section 15(d) of the Exchange Act, or both.
Date: November 14, 2022
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Technip Energies N.V.
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By:
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/s/ Bruno Vibert
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Name:
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Bruno Vibert
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Title:
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Chief Financial Officer
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