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RNS Number : 5172E
AVEVA Group PLC
12 February 2018
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 GBP650 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 GBP650
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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