TIDMAVV
RNS Number : 3453G
AVEVA Group PLC
24 November 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND,
JAPAN, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO
DO SO WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN THIS
ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE
RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE
ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY
PAID RIGHTS OR RIGHTS ISSUE SHARES MUST BE MADE ONLY ON THE BASIS
OF THE INFORMATION CONTAINED IN THE PROSPECTUS. COPIES OF THE
PROSPECTUS ARE AVAILABLE AT HTTPS://INVESTORS.AVEVA.COM.
24 November 2020
AVEVA GROUP PLC
RESULTS OF GENERAL MEETING
AVEVA Group plc ("AVEVA" or the "Company") announces that, at
the General Meeting held at 9.30 a.m. (London time) today, the
resolution set out in the Notice of General Meeting (the
"Resolution") contained in the combined circular and prospectus
dated 6 November 2020 (the "Prospectus") was passed as an ordinary
resolution by poll vote.
At the voting record time the Company had 161,665,453 Ordinary
Shares in issue, none of which were held in treasury. The total
number of voting rights in the Company was therefore
161,665,453.
The number of votes for and against the Resolution, and the
number of votes withheld, were as follows:
For Against Votes Votes
Cast Withheld
Resolution No. of Votes % of Votes No. % of % of No. of
of Votes Issued Votes
Votes Share
Capital
------------- ----------- ------- ------- ----------- ----------
1. To:
(a) approve
the proposed
acquisition
of OSIsoft,
LLC;
(b) authorise
the directors
of the Company
to allot shares
up to an aggregate
nominal amount
of GBP5,000,000
pursuant to
or in connection
with the Acquisition
and/or the Rights
Issue; and
(c) clarify
that the Company's
merger reserve
and reverse
acquisition
reserve can
be counted as
reserves for
the purposes
of the Company's
borrowing limits. 144,807,341 99.996% 6,261 0.004% 89.58% 5,510
------------- ----------- ------- ------- ----------- ----------
Notes:
1. Percentages are expressed as a proportion of the total votes
cast (unless otherwise specified).
2. Any proxy appointments which gave discretion to the Chairman
of the General Meeting have been included in the "For" total.
3. A "vote withheld" is not a vote in law and is not counted in
the calculation of the proportion of votes for and against the
Resolution.
A copy of this announcement confirming the voting figures will
be displayed shortly on the Company's website at
https://investors.aveva.com .
In accordance with the Listing Rules of the Financial Conduct
Authority, a copy of the Resolution will shortly be submitted to
the National Storage Mechanism and will be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
The Rights Issue Record Date for entitlement under the Rights
Issue was the close of business on 20 November 2020. Provisional
Allotment Letters are expected to be posted today to Qualifying
Non-CREST Shareholders (other than, subject to certain limited
exceptions, Qualifying Non-CREST Shareholders with registered
addresses in the United States or any of the Excluded Territories).
CREST stock accounts of Qualifying CREST Shareholders (other than,
subject to certain limited exceptions, Qualifying CREST
Shareholders with registered addresses in the United States or any
of the Excluded Territories) are expected to be credited with Nil
Paid Rights in respect of the Rights Issue Shares as soon as
practicable after 8.00 a.m. on 25 November 2020.
125,739,796 Rights Issue Shares are expected to be allotted
under the authority granted today. Applications will therefore be
made to the Financial Conduct Authority for 125,739,796 Rights
Issue Shares, nil paid, to be admitted to listing on the premium
listing segment of the Official List of the FCA and to London Stock
Exchange plc for 125,739,796 Rights Issue Shares, nil paid, to be
admitted to trading on the London Stock Exchange plc's main market
for listed securities.
It is expected that Rights Issue Admission of the Rights Issue
Shares (nil paid) will occur at or around 8.00 a.m. on 25 November
2020.
The latest time and date for acceptance, payment in full and
registration of renunciation of Provisional Allotment Letters is
expected to be 11.00 a.m. on 9 December 2020.
Update on Interim Dividend
On 5 November 2020 AVEVA announced that it intended to pay an
interim dividend of 15.5 pence per share to be adjusted to reflect
the bonus element of the Rights Issue. AVEVA now announces that the
adjusted amount shall be 12.4 pence per share using a bonus factor
of the Rights Issue of 0.80, payable on 5 February 2021 to
Shareholders on AVEVA's register of members on 8 January 2021.
Unless the context otherwise requires, words and expressions
defined in the Prospectus shall have the same meanings in this
announcement.
Enquiries:
AVEVA Group plc
Matt Springett (Head of Investor Relations)
Tel: +44 7789 818 684
Lazard
Financial Adviser to AVEVA
Cyrus Kapadia
Keiran Wilson
Tel: +44 20 7187 2000
Numis Securities
Joint Corporate Broker and Sponsor to AVEVA, Joint Global
Co-ordinator and Joint Bookrunner
Simon Willis
Jamie Loughborough
Jonny Abbott
Jono Mawson
Tel: +44 20 7260 1000
J.P. Morgan Cazenove
Joint Corporate Broker to AVEVA, Joint Global Co-ordinator and
Joint Bookrunner
Bill Hutchings
Ed Digby
Tel: +44 20 7742 4000
FTI Consulting LLP
PR Adviser to AVEVA
Edward Bridges
Dwight Burden
Tel: +44 20 3727 1017
Important Notices
This announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this announcement or on its accuracy or completeness. The
information in this announcement is subject to change.
This announcement is not a prospectus but an advertisement.
Neither this announcement nor anything contained in it shall form
the basis of, or be relied upon in conjunction with, any offer or
commitment whatsoever in any jurisdiction. Investors should not
acquire any Nil Paid Rights, Fully Paid Rights or Rights Issue
Shares referred to in this announcement except on the basis of the
information contained in the Prospectus published by the Company in
connection with the Rights Issue and the Acquisition.
A copy of the Prospectus is available on the Company's website
at https://investors.aveva.com. Neither the content of the
Company's website nor any website accessible by hyperlinks on the
Company's website is incorporated in, or forms part of, this
announcement. The Prospectus provides further details of the Rights
Issue Shares, the Nil Paid Rights and the Fully Paid Rights being
offered pursuant to the Rights Issue.
This announcement (and the information contained herein) is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in, into or within the United States of
America, its territories and possessions, any State of the United
States or the District of Columbia (collectively, the "United
States"). This announcement is for informational purposes only and
is not an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States absent
registration under the US Securities Act of 1933, as amended (the
"US Securities Act"), or an exemption therefrom. The Nil Paid
Rights, Fully Paid Rights and Rights Issue Shares have not been and
will not be registered under the US Securities Act or under the
securities laws of any state or other jurisdiction of the United
States, and may not be offered or sold, taken up, resold,
transferred or delivered in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in
accordance with any applicable securities laws of any state or
other jurisdiction of the United States. There will be no public
offer of the Nil Paid Rights, Fully Paid Rights and Rights Issue
Shares in the United States.
This announcement (and the information contained herein) and the
Prospectus do not constitute a prospectus pursuant to the Swiss
Financial Services Act ("FinSA"), and neither this announcement nor
the Prospectus may be distributed or otherwise made available in
Switzerland in a manner which would require the publication of a
prospectus pursuant to the FinSA in Switzerland. The Nil Paid
Rights, Fully Paid Rights or Rights Issue Shares may not be
publicly offered directly or indirectly in or into Switzerland
within the meaning of the FinSA, except: (a) to any investor that
qualifies as a professional client within the meaning of the FinSA;
(b) to fewer than 500 investors (other than professional clients
within the meaning of the FinSA); or (c) in any other circumstances
falling within article 36 of the FinSA, provided, in each case,
that no such offer referred to in (a) through (c) above shall
require the publication of a prospectus pursuant to the FinSA. The
Nil Paid Rights, Fully Paid Rights or Rights Issue Shares will not
be listed or admitted to trading on any trading venue in
Switzerland.
No prospectus has been or will be filed with any securities
commission or similar regulatory authority in Canada in connection
with the offer and sale of securities. Any offer and sale of
securities in Canada will be made on a private placement basis only
in accordance with the terms and conditions set out in the
Prospectus, is exempt from the requirement that the issuer prepares
and files a prospectus under applicable Canadian securities laws
and is available only to investors that: (a) purchase as principal,
or are deemed to be purchasing as principal in accordance with
applicable Canadian securities laws, for investment only and not
with a view to resale or redistribution; (b) are "accredited
investors" as such term is defined in section 1.1 of National
Instrument 45-106 Prospectus Exemptions or, in Ontario, as such
term is defined in section 73.3(1) of the Securities Act (Ontario);
and (c) are "permitted clients" as such term is defined in section
1.1 of National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations.
The information contained in this announcement and the
Prospectus is not for release, publication or distribution to
persons in the United States, Australia, Canada, New Zealand,
Japan, Singapore, South Africa or any other jurisdiction where the
extension or availability of the Rights Issue (and any other
transaction contemplated thereby) would breach any applicable law
or regulation, and, subject to certain exceptions, should not be
distributed, forwarded to or transmitted in or into any
jurisdiction, where to do so might constitute a violation of local
securities laws or regulations.
The distribution of this announcement, the Prospectus, the
Provisional Allotment Letters and the offering or transfer of Nil
Paid Rights, Fully Paid Rights or Rights Issue Shares into
jurisdictions other than the United Kingdom may be restricted by
law, and, therefore, persons into whose possession this
announcement, the Prospectus, the Provisional Allotment Letters
and/or any accompanying documents comes should inform themselves
about and observe any such restrictions. Any failure to comply with
any such restrictions may constitute a violation of the securities
laws of such jurisdiction. In particular, subject to certain
exceptions, this announcement, the Prospectus and the Provisional
Allotment Letters should not be distributed, forwarded to or
transmitted in or into the United States, Australia, Canada, New
Zealand, Japan, Singapore, South Africa or any other jurisdiction
where the extension or availability of the Rights Issue (and any
other transaction contemplated thereby) would breach any applicable
law or regulation. Recipients of this announcement and/or the
Prospectus should conduct their own investigation, evaluation and
analysis of the business, data and property described in this
announcement and/or the Prospectus.
This announcement does not constitute a recommendation
concerning any investor's options with respect to the Rights Issue.
The price and value of securities can go down as well as up. Past
performance is not a guide to future performance. The contents of
this announcement are not to be construed as legal, business,
financial or tax advice. Each shareholder or prospective investor
should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
Notice to all investors
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority
(the "FCA"), is acting exclusively as financial adviser to AVEVA
and no one else in connection with the Rights Issue and the
Acquisition and will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the
Rights Issue or the Acquisition and will not be responsible to
anyone other than AVEVA for providing the protections afforded to
the clients of Lazard nor for giving advice in relation to the
Rights Issue, the Acquisition or any transaction, arrangement or
any other matters referred to in this announcement.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
as sponsor, joint broker, joint global co-ordinator and joint
bookrunner to AVEVA and no one else in connection with the Rights
Issue and the Acquisition and will not regard any other person
(whether or not a recipient of this announcement) as a client in
relation to the Rights Issue or the Acquisition and will not be
responsible to anyone other than AVEVA for providing the
protections afforded to the clients of Numis nor for giving advice
in relation to the Rights Issue or the Acquisition or any
transaction, arrangement or any other matter referred to in this
announcement.
J.P. Morgan Securities plc (which conducts its UK investment
banking business as J.P. Morgan Cazenove), which is authorised in
the United Kingdom by the Prudential Regulation Authority (the
"PRA") and regulated in the United Kingdom by the FCA and the PRA,
is acting exclusively as joint broker, joint global co-ordinator
and joint bookrunner to AVEVA and no one else in connection with
the Rights Issue and will not regard any other person (whether or
not a recipient of this announcement) as a client in relation to
the Rights Issue and will not be responsible to anyone other than
AVEVA for providing the protections afforded to the clients of J.P.
Morgan Cazenove nor for giving advice in relation to the Rights
Issue or any transaction, arrangement or any other matter referred
to in this announcement.
Barclays Bank PLC ("Barclays"), which is authorised in the
United Kingdom by the PRA and regulated in the United Kingdom by
the FCA and the PRA, is acting exclusively for AVEVA and no one
else in connection with the Rights Issue and will not regard any
other person (whether or not a recipient of this announcement) as a
client in relation to the Rights Issue and will not be responsible
to anyone other than AVEVA for providing the protections afforded
to the clients of Barclays nor for giving advice in relation to the
Rights Issue or any transaction, arrangement or any other matter
referred to in this announcement.
BNP PARIBAS, which is lead supervised by the European Central
Bank ("ECB") and the Autorité de Contrôle Prudentiel et de
Résolution ("ACPR") (and its London Branch is authorised by the
ECB, the ACPR and the PRA and subject to limited regulation by the
FCA and the PRA), is acting exclusively for AVEVA and no one else
in connection with the Rights Issue and will not regard any other
person (whether or not a recipient of this announcement) as a
client in relation to the Rights Issue and will not be responsible
to anyone other than AVEVA for providing the protections afforded
to the clients of BNP PARIBAS nor for giving advice in relation to
the Rights Issue or any transaction, arrangement or any other
matter referred to in this announcement.
Banco Santander S.A. ("Santander"), which is authorised by the
Bank of Spain and is enrolled in the Administrative Register of the
Bank of Spain with number 0049, and is subject to supervision by
the ECB and by the Bank of Spain, and subject to limited regulation
in the United Kingdom by the FCA and the PRA, is acting exclusively
for AVEVA and no one else in connection with the Rights Issue and
will not regard any other person (whether or not a recipient of
this announcement) as a client in relation to the Rights Issue and
will not be responsible to anyone other than AVEVA for providing
the protections afforded to the clients of Santander nor for giving
advice in relation to the Rights Issue or any transaction,
arrangement or any other matter referred to in this
announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Lazard and the Underwriters by the Financial
Services and Markets Act 2000, as amended ("FSMA") or the
regulatory regime established thereunder or under the regulatory
regime of any jurisdiction where the exclusion of liability under
the relevant regulatory regime would be illegal, void or
unenforceable, none of Lazard, the Underwriters, nor any of their
respective affiliates, directors, officers, employees or advisers,
accepts any responsibility or liability whatsoever nor makes any
representation or warranty, express or implied concerning the
contents of this announcement, including its accuracy, completeness
or verification, or regarding the legality of any investment in the
Rights Issue Shares, the Nil Paid Rights or the Fully Paid Rights
by any person under the laws applicable to such person, or
concerning any other statement made or purported to be made by
AVEVA, or on AVEVA's behalf, or by any of Lazard or the
Underwriters, or on behalf of any of Lazard or the Underwriters in
connection with AVEVA, the Rights Issue Shares, the Nil Paid
Rights, the Fully Paid Rights, the Rights Issue or the
Acquisition
and nothing in this announcement is or shall be relied upon as a
promise or representation in this respect, whether as to the past,
present or future. To the fullest extent permitted by law, each of
Lazard, the Underwriters and their respective affiliates,
directors, officers, employees and advisers accordingly disclaim
all and any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) which they might otherwise have in respect of this
announcement or any such statement.
In connection with the Rights Issue, the Underwriters and any of
their respective affiliates may, in accordance with applicable
legal and regulatory provisions, take up a portion of the Rights
Issue Shares, the Nil Paid Rights and the Fully Paid Rights as a
principal position and in that capacity may retain, purchase, sell,
offer to sell or otherwise deal for their own account in the
securities of AVEVA and related or other securities and instruments
(including Rights Issue Shares, Nil Paid Rights and Fully Paid
Rights) and may offer or sell such securities other than in
connection with the Rights Issue. Accordingly, references in this
document to Rights Issue Shares, Nil Paid Rights and Fully Paid
Rights being offered should be read as including any offering of
Rights Issue Shares, Nil Paid Rights and Fully Paid Rights to any
of the Underwriters or any of their respective affiliates acting in
such capacity. In addition, certain Underwriters or their
affiliates may enter into financing arrangements (including margin
loans) with investors in connection with which such Underwriters
(or their affiliates) may from time to time acquire, hold or
dispose of Rights Issue Shares, Nil Paid Rights and Fully Paid
Rights. Except as required by applicable law or regulation, none of
the Underwriters or their respective affiliates propose to make any
public disclosure in relation to such transactions.
In the event that the Underwriters acquire Rights Issue Shares
which are not taken up by Qualifying Shareholders, the Underwriters
may co-ordinate disposals of such shares in accordance with
applicable law and regulation. Except as required by applicable law
or regulation, the Underwriters and their respective affiliates do
not propose to make any public disclosure in relation to such
transactions.
Ashurst LLP is acting as legal adviser to AVEVA in connection
with the Rights Issue.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Rights Issue Shares, the Nil Paid Rights and the Fully Paid
Rights have been subject to a product approval process, which has
determined that such securities are: (x) compatible with an end
target market of investors who meet the criteria of retail and
professional clients and eligible counterparties, each as defined
in MiFID II; and (y) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Rights Issue Shares, the Nil
Paid Rights and the Fully Paid Rights may decline and investors
could lose all or part of their investment, the Rights Issue
Shares, the Nil Paid Rights and the Fully Paid Rights offer no
guaranteed income and no capital protection; and an investment in
the Rights Issue Shares, the Nil Paid Rights and the Fully Paid
Rights is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluation the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Rights Issue.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Underwriters will only procure investors who meet
the selling restrictions including the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Rights Issue
Shares, the Nil Paid Rights and the Fully Paid Rights.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Rights Issue Shares, the Nil
Paid Rights and the Fully Paid Rights and determining appropriate
distribution channels.
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END
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