29 Sep 2017 11:05
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR 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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
29 September 2017
AVEVA Group plc
Results of General Meeting
AVEVA Group plc (the "Company" or "AVEVA") is pleased to announce that at the General Meeting of the Company held today, 29 September 2017, in connection with the proposed combination of the AVEVA Group and the Schneider Electric Software Business, all of the resolutions set out in the Notice of General Meeting (contained in the combined circular and prospectus published by the Company and dated 5 September 2017 (the "Prospectus")) were passed on a poll. The results are set out below.
Completion of the Combination, which is expected to be at or around the end of 2017, remains subject to satisfaction (or waiver, where applicable) of the outstanding conditions to Completion, summarised in the Prospectus.
Resolution | In Favour (including discretionary votes) | Against | Withheld* | ||
No. of votes | % of votes | No. of votes | % of votes | No. of votes | |
1. To approve the proposed combination with the Schneider Electric Software Business | 46,137,189 | 99.99 | 6,772 | 0.01 | 231,838 |
2. To approve the waiver of any requirement under Rule 9 of the City Code on Takeovers and Mergers for Schneider Electric SE and/or any of its subsidiary undertakings and/or any person acting in concert with any of them to make a general offer to shareholders of the Company | 45,249,418 | 97.60 | 1,114,474 | 2.40 | 11,855 |
3. To authorise directors to allot shares up to an aggregate nominal value of £8,000,000, for the purposes of the Consideration Shares in connection with the Merger Agreement** | 46,126,381 | 99.96 | 17,528 | 0.04 | 231,838 |
4. To approve the Return of Value and consequential amendments to the articles of association of the Company** | 46,364,631 | 99.99 | 6,772 | 0.01 | 4,344 |
5. To authorise the directors of the Company to allot shares | 44,834,671 | 96.70 | 1,529,124 | 3.30 | 11,927 |
6. To authorise the directors of the Company to disapply pre-emption rights** | 46,354,380 | 99.98 | 8,803 | 0.02 | 12,539 |
* A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes for and against the resolution.
** Special resolution
The total number of shares in issue at the record date and time for voting is 63,995,376.
A copy of all the resolutions passed have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm.
A copy of this announcement will be made available at www.aveva.com/investors.
The information contained within this announcement is inside information as stipulated under the EU Market Abuse Regulation. 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.
Capitalised terms not otherwise defined in this announcement shall have the meaning given to them in the Prospectus.
Enquiries:
AVEVA | |
Philip Aiken James Kidd David Ward Matt Springett | Tel: +44 (0) 1223 55 6655 |
Lead Financial Adviser to AVEVA
Lazard | Tel: +44 (0) 20 7187 2000 |
Cyrus Kapadia Richard Hoyle Philippe Noël |
Corporate Broker, Sponsor and Financial Adviser to AVEVA
Numis | Tel: +44 (0) 20 7260 1000 |
Simon Willis Jamie Lillywhite |
Financial PR Adviser to AVEVA
FTI Consulting | Tel: +44 (0) 20 3727 1000 |
Edward Bridges |
IMPORTANT NOTICES:
Lazard & Co., Limited, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting as 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, 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 and sponsor 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, the Combination or any statement contained herein.
Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, the Republic of South Africa, Japan, the United States or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of Australian, Canadian, South African, Japanese, or US securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement or other information referred to herein comes should inform themselves about, and observe, any such restrictions.
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.
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.
Except as explicitly stated, neither the content of the AVEVA website nor any website accessible by hyperlinks on the AVEVA website is incorporated in, or forms part of, this announcement.