12 Feb 2018 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE AND IN PART, DIRECTLY OR INDIRECTLY IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO AVEVA SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE AVEVA CIRCULAR AND PROSPECTUS DATED 5 SEPTEMBER 2017 WHICH IS AVAILABLE AT WWW.AVEVA.COM
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
12 February 2018
AVEVA GROUP PLC
Combination of AVEVA and the Schneider Electric industrial software business: update re clearances and timetable to closing
AVEVA Group plc ("AVEVA" or "the Group"), one of the world's leading providers of engineering data and design IT systems, is pleased to announce that the review by the Committee on Foreign Investments in the United States ("CFIUS") has now concluded and clearance has now been received for the proposed Combination of AVEVA and the Schneider Electric industrial software business.
As a result, all conditions for Completion of the Combination have been fulfilled, save for Admission, which is expected on 1 March 2018. The record date for the £650 million cash Return of Value to AVEVA shareholders is expected to be 6.00 p.m. (London time) on 28 February 2018. The Return of Value is expected to be in an amount of 1,015 pence per Ordinary Share and will be effected by way of a B Share Scheme. B Shares would be issued and redeemed as soon as reasonably practicable on the day of Completion. From 7 days following this there would be a despatch of cheques or, if Ordinary Shares are held in CREST, CREST accounts would be credited in respect of proceeds of redemption. In the circumstances described in the Prospectus dated 5 September 2017, the Return of Value may be effected in a different manner, in which event a further announcement will be made.
As previously communicated, contrary to AVEVA's expectations based on tax advice received at the time, Her Majesty's Revenue and Customs ("HMRC") has to date taken the view that the issue of B shares paid up from AVEVA's merger reserve to effect the £650 million Return of Value as part of the Combination should be treated as a distribution and therefore taxed as income in the hands of recipients for UK tax purposes. AVEVA's advisers have had further correspondence with HMRC in relation to the expected tax treatment of the Return of Value, but AVEVA understands that a substantive response from HMRC is unlikely to be received before the expected Record Date for the Return of Value. Shareholders may wish to seek their own tax advice in this regard and are reminded to consider the guidance in Part XI of the Prospectus.
Defined terms used in this announcement shall have the meaning given to them in the Prospectus published by the Company on 5 September 2017 (the "Prospectus").
Enquiries:
AVEVA Group plc
Matt Springett, Head of Investor Relations
Tel: 01223 556 676
Lead Financial Adviser to AVEVA
Lazard
Cyrus Kapadia
Richard Hoyle
Philippe Noël
Tel: +44 (0) 20 7187 2000
Corporate Broker, Sponsor and Financial Adviser to AVEVA
Numis
Simon Willis
Jamie Lillywhite
Jamie Loughborough
Tel: +44 (0) 20 7260 1000
FTI Consulting LLP
Edward Bridges / Dwight Burden
Tel: 020 3727 1000
Other
The information contained within this announcement is inside information as stipulated under the MAR. Upon the publication of this announcement this inside information is now considered to be in the public domain. The person responsible for this announcement on behalf of AVEVA is David Ward, Chief Financial Officer.
LEI: 213800XHATUM2LFMKG16
Classification: 2.2 (Inside Information)
IMPORTANT NOTICES:
Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the UK by the Financial Conduct Authority, is acting as lead financial adviser to AVEVA and no one else in connection with the Combination and will not be responsible to anyone other than AVEVA for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the Combination or any other matters referred to in this announcement. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, or any the Combination or any statement contained herein.
Numis Securities Limited ("Numis"), which is authorised and regulated in the UK by the Financial Conduct Authority, is acting as corporate broker, sponsor and financial adviser to AVEVA and no one else in connection with the Combination and will not be responsible to anyone other than AVEVA for providing the protections afforded to clients of Numis nor for providing advice in relation to the Combination or any other matters referred to in this announcement. Neither Numis nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis, in connection with this announcement, or the Combination or statement contained herein.
No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by AVEVA, Lazard and/or Numis. Subject to the Listing Rules, the Prospectus Rules and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the AVEVA Group or Schneider Electric since the date of this announcement or that the information in it is correct as at any subsequent date.
This announcement does not constitute or form part of any offer, invitation to sell, otherwise dispose of or issue, or any solicitation of any offer to purchase or subscribe for, any shares or other securities nor shall it or any part of it, nor the fact of its distribution form the basis of, or be relied on in connection with, any contract commitment or investment decision.
This announcement has been prepared for the purpose of complying with the applicable law and regulation of the United Kingdom and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.
The distribution of this announcement in jurisdictions other than the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom will need to inform themselves about, and observe any, applicable requirements.
This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than (i) in accordance with the tender offer requirements under the US Securities Exchange Act of 1934, as amended, or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption from such requirements.
Neither the content of AVEVA nor Schneider Electric website, nor any website accessible by hyperlinks on AVEVA or Schneider Electric website is incorporated in, or forms part of, this announcement.