REG - AVEVA Group PLC Schneider Elec. SE - Increased and Final Recommended Cash Offer

Schneider Electric SEAnnouncement

11/11/2022 13:30

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RNS Number : 1851G  AVEVA Group PLC  11 November 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE.

 11 November 2022

INCREASED AND FINAL*1 RECOMMENDED CASH OFFER

 for

AVEVA GROUP PLC

("AVEVA")

by

ASCOT ACQUISITION HOLDINGS LIMITED

("Bidco")

(an indirect subsidiary of Schneider Electric SE ("Schneider Electric"))

INCREASED AND FINAL RECOMMENDED CASH OFFER AND ADJOURNMENT OF THE COURT
MEETING AND GENERAL MEETING

Introduction

·      On 21 September 2022, the boards of Schneider Electric and Bidco
and the AVEVA Independent Committee announced (the "Original Announcement")
that they had reached agreement on the terms of a recommended cash acquisition
by which the entire issued and to be issued share capital of AVEVA (excluding
AVEVA Shares held by Samos, an indirect wholly-owned subsidiary of Schneider
Electric) will be acquired by Bidco (the "Acquisition"), such Acquisition to
be effected by means of a Court approved scheme of arrangement under Part 26
of the Companies Act 2006 (the "Scheme").

·      The scheme document in respect of the Acquisition (the "Scheme
Document") was published and made available to AVEVA Shareholders and, for
information only, to persons with information rights and participants in the
AVEVA Share Plans, on 18 October 2022. Capitalised terms used but not defined
in this announcement have the same meanings as given to them in the Scheme
Document. This announcement should be read in conjunction with the Scheme
Document and the full text of the Original Announcement.

·      This announcement is being made jointly by Schneider Electric,
Bidco and AVEVA.

 

1  Except that Schneider Electric and Bidco reserve the right to increase the
offer price if there is an announcement on or after the date hereof of an
offer or possible offer for AVEVA by a third party offeror or potential
offeror.

 

Increased and Final Cash Offer

The boards of directors of Schneider Electric and Bidco and the AVEVA
Independent Committee are pleased to announce that they have reached agreement
on the terms of an increased and final recommended cash offer by which the
entire issued and to be issued share capital of AVEVA (excluding AVEVA Shares
held by Samos, an indirect wholly-owned subsidiary of Schneider Electric) will
be acquired by Bidco. Under the terms of the increased cash offer, AVEVA
Shareholders (other than Samos or any other member of the Schneider Electric
Group) will be entitled to receive 3,225 pence in cash for each AVEVA Share
(the "Increased Offer").

The Increased Offer values the entire issued and to be issued share capital of
AVEVA at approximately £9,863 million on a fully diluted basis, implying an
enterprise value of £10,569 million, equivalent to a multiple of 13.7x
enterprise value to ARR, 8.6x enterprise value to pro forma revenue, and 28.9x
enterprise value to pro forma Adjusted EBIT, in each case for the financial
year ended 31 March 2022.

The Increased Offer represents a premium of approximately:

·           47 per cent. to the Closing Price of 2,192 pence per
AVEVA Share on 23 August 2022 (being the last Business Day before the
commencement of the Offer Period);

·           38 per cent. to the volume-weighted average Closing
Price of 2,339 pence per AVEVA Share for the three-month period ended 23
August 2022 (being the last Business Day before the commencement of the Offer
Period); and

·           37 per cent. to the volume-weighted average Closing
Price of 2,347 pence per AVEVA Share for the six-month period ended 23 August
2022 (being the last Business Day before the commencement of the Offer
Period).

The Increased Offer represents an increase of 125 pence (or 4 per cent.) in
cash per AVEVA Share as compared to the original offer price of 3,100 pence in
cash per AVEVA Share.

In addition, an interim dividend of 13 pence per AVEVA Share announced by
AVEVA on 8 November 2022 (the "Permitted Dividend") will be paid to AVEVA
Shareholders without any reduction in the consideration payable by Bidco to
AVEVA Shareholders pursuant to the Increased Offer (the "Consideration"). The
Permitted Dividend will be payable on 9 December 2022 to those AVEVA
Shareholders who are on AVEVA's register of members at close of business on 18
November 2022.

If, on or after the Announcement Date and on or prior to the Effective Date,
any dividend, distribution, or other return of value is announced, declared,
made, or paid or becomes payable by AVEVA (other than, or in excess of, the
Permitted Dividend) Bidco will be required to reduce the Consideration
accordingly (save to the extent any such dividend, distribution or other
return of value is or is to be received by or on behalf of any member of the
Schneider Electric Group). AVEVA Shareholders shall be entitled to retain any
such dividend, distribution, or other return of value declared, made, or paid.
This shall not be regarded as constituting any revision or variation of the
terms of the Scheme.

Schneider Electric and Bidco announce that the Increased Offer of 3,225 pence
in cash per AVEVA Share is their final offer and will not be increased, except
that they reserve the right to increase the offer price if there is an
announcement on or after the date hereof of an offer or possible offer for
AVEVA by a third party offeror or potential offeror.

The Increased Offer is subject to the terms and conditions set out in the
Scheme Document (as modified by the terms of the Increased Offer contained in
this announcement). AVEVA Shareholders should note that AVEVA does not intend
to publish a revised scheme document for the Increased Offer.

The cash consideration payable to the AVEVA Shareholders by Bidco under the
terms of the Increased Offer will be fully funded by debt financing drawn down
under the Bridge Facility and Take-Out Facility, both arranged by Citibank,
N.A. London Branch and Société Générale, and existing cash resources
available to Schneider Electric. Citi, in its capacity as financial adviser to
Schneider Electric and Bidco, is satisfied that sufficient resources are
available to Bidco to satisfy in full the consideration payable to the AVEVA
Shareholders under the terms of the Increased Offer.

Adjournment of the Court Meeting and General Meeting

In order to allow all AVEVA Shareholders to be able to properly consider the
Increased Offer, the AVEVA Independent Committee intends to adjourn the Court
Meeting and the General Meeting scheduled to be held on 17 November 2022 to 25
November 2022. The adjourned Court Meeting will start at 11.30 a.m. on 25
November 2022 and the adjourned General Meeting will start at 11.45 a.m. on 25
November 2022 (or as soon thereafter as the Court Meeting shall have concluded
or adjourned). The adjourned Court Meeting and adjourned General Meeting will
be held at the offices of Freshfields Bruckhaus Deringer LLP at 100
Bishopsgate, London, EC2P 2SR. AVEVA Shareholders who have not yet returned
their Forms of Proxy in respect of the Court Meeting and the General Meeting,
or appointed a proxy electronically by one of the methods mentioned in the
Scheme Document, should therefore now do so as soon as possible and in any
event not later than the relevant time set out below:

In respect of each meeting, the relevant Form of Proxy (or electronic proxy
appointment) should be received as soon as possible and in any event no later
than:

 BLUE Forms of Proxy for the Court Meeting     11.30 a.m. (London time) on 23 November 2022
 WHITE Forms of Proxy for the General Meeting  11.45 a.m. (London time) on 23 November 2022

Action to be taken by AVEVA Shareholders

As further detailed in the Scheme Document, to become Effective, the Scheme
will require, among other things, the approval of Scheme Shareholders at the
Court Meeting and the passing of the Resolutions at the General Meeting. It is
important, that, for the Court Meeting in particular, as many votes as
possible are cast, so that the Court may be satisfied that there is a fair and
reasonable representation of the opinion of AVEVA Shareholders.

AVEVA Shareholders who have not yet done so are therefore requested to sign
and return their Forms of Proxy, or appoint a proxy electronically using CREST
(or any other procedure described in pages 6 to 8 of the Scheme Document),
whether or not they intend to attend the Court Meeting and/or the General
Meeting in person, as soon as possible and in any event by the revised
deadlines set out above and in the revised indicative timetable set out below.

AVEVA Shareholders are reminded that completion and return of a Form of Proxy,
or the appointment of a proxy electronically using CREST (or any other
procedure described in the Scheme Document), will not prevent them from
attending, speaking and voting in person at either the Court Meeting or the
General Meeting, or any adjournment thereof, if they wish and are entitled to
do so.

AVEVA Shareholders who do NOT wish to change their voting instructions

AVEVA Shareholders who have already submitted Forms of Proxy, or who have
appointed a proxy electronically using CREST (or any other procedure described
in pages 6 to 8 of the Scheme Document), for the Court Meeting and/or the
General Meeting and do not wish to change their voting instructions, need take
no further action as their Forms of Proxy (or proxy appointment by such other
procedure described in pages 6 to 8 of the Scheme Document) will continue to
be valid in respect of the Court Meeting and the General Meeting.

AVEVA Shareholders who DO wish to change their voting instructions

AVEVA Shareholders who have already submitted Forms of Proxy for the Court
Meeting and the General Meeting and who now wish to change their voting
instructions, should contact Link Group by calling the Shareholder Helpline
between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday (except public
holidays in England and Wales) on 0371 664 0321 (if calling from within the
UK) or +44 (0) 371 664 0321 (if calling from overseas). Please note that calls
may be monitored or recorded and the Shareholder Helpline cannot provide
advice on the merits of the Acquisition, the Increased Offer or the Scheme or
give any financial, legal or tax advice. Calls are charged at the standard
geographic rate and will vary by provider; calls outside the United Kingdom
will be charged at the applicable international rate.

AVEVA Shareholders who have already appointed a proxy electronically using
CREST (or any other procedure described in pages 6 to 8 of the Scheme
Document), for the Court Meeting and/or the General Meeting and who now wish
to change their voting instructions are able to do so via CREST or using such
other procedure as was used in respect of the original appointment.

AVEVA Shareholders should note that AVEVA does not intend to publish a revised
notice for the adjourned Court Meeting and adjourned General Meeting. No
business may be transacted at the adjourned Court Meeting or the adjourned
General Meeting other than the business which might properly have been
transacted at the Court Meeting and General Meeting had such adjournments not
taken place.

Recommendation of the AVEVA Independent Committee

The AVEVA Independent Committee, which has been so advised by Lazard, J.P.
Morgan Cazenove and Numis as to the financial terms of the Increased Offer,
considers the terms of the Increased Offer to be fair and reasonable. In
providing its advice, Lazard, J.P. Morgan Cazenove and Numis have taken into
account the commercial assessments of the AVEVA Independent Committee. Lazard
is providing independent financial advice to the AVEVA Independent Committee
for the purposes of Rule 3 of the Code.

Accordingly, the AVEVA Independent Committee continues to unanimously
recommend that AVEVA Shareholders vote in favour of the Scheme at the Court
Meeting and the Resolutions at the General Meeting as the AVEVA Independent
Directors who hold AVEVA Shares have irrevocably undertaken to do in respect
of their own beneficial holdings of 157,559 AVEVA Shares in aggregate
representing approximately 0.05 per cent. of AVEVA's total issued share
capital and 0.13 per cent. of AVEVA's issued share capital not currently held
by Samos, or any other member of the Schneider Electric Group, in each case as
at 10 November 2022 (being the last Business Day prior to the publication of
this announcement (the "Latest Practicable Date")).

Amendment to Co-operation Agreement

Schneider Electric, Bidco and the AVEVA Independent Committee have today
agreed an amendment to the Co-operation Agreement (the "Amendment Agreement")
pursuant to which, subject to the Panel's consent, the Increased Offer may be
implemented by way of a Takeover Offer rather than by way of the Scheme at
Bidco and Schneider Electric's discretion without AVEVA's consent. Such
Takeover Offer would be subject to the terms of the Amendment Agreement and
would be conditional upon, among other things, valid acceptances being
received (and not, where permitted, withdrawn) by not later than 1:00 pm
(London time) on the Unconditional Date (as defined in the offer document of
such Takeover Offer) (or such other times and/or dates as Bidco may specify,
subject to the rules of the Code and where applicable with the consent of the
Panel) in respect of not less than 75% per cent. of the AVEVA Shares to which
the Takeover Offer relates (or such lesser percentage as Bidco may decide
after, to the extent necessary, consultation with the Panel, being in any case
more than 50 per cent. of the AVEVA Shares to which the Takeover Offer
relates). A copy of the Amendment Agreement will, by no later than 12 noon
(London time) on 14 November 2022, be published on Schneider Electric's
website at https://www.se.com/ww/en/about-us/investor-relations/disclaimer.jsp
and AVEVA's website at https://investors.aveva.com/offer-for-aveva-group-plc/
(as applicable) until the Effective Date.

Irrevocable Undertakings

All of the irrevocable undertakings described in the Original Announcement and
the Scheme Document continue to remain valid in relation to the Increased
Offer.

Timetable

An updated indicative timetable for the Acquisition is set out below. All
times shown are London times unless otherwise stated. All dates and times are
based on AVEVA's and Schneider Electric's current expectations and are subject
to change. If any of the dates and/or times in this expected timetable change,
the revised dates and/or times will be notified to AVEVA Shareholders by
announcement through a Regulatory Information Service, with such announcement
being made available on AVEVA's and Schneider Electric's websites at
https://investors.aveva.com/offer-for-aveva-group-plc/ and
https://www.se.com/ww/en/about-us/investor-relations/disclaimer.jsp,
respectively.

 Event                        Expected time/date
 Latest time for lodging Forms of Proxy for:

 Court Meeting (BLUE form)                                                              11.30 a.m. on 23 November 2022((1))

 General Meeting (WHITE form)                                                           11.45 a.m. on 23 November 2022((1))

 Voting Record Time                                                                     6.30 p.m. on 23 November 2022((2))

 Court Meeting                                                                          11.30 a.m. on 25 November 2022
 General Meeting                                                                        11.45 a.m. on 25 November 2022((3))
 The following dates are indicative only and subject to change; please see note
 (4) below
 Court Hearing                                             As soon as reasonably practicable after the satisfaction or waiver of
                                                           Conditions 3 to 6 set out in Part A of Part III of the Scheme Document
                                                           (Conditions to and further terms of the Acquisition and the Scheme) ("D")((4))
 Last day of dealings in, and for registration of transfers of, and disablement         D+1 Business Day((4))
 in CREST of, AVEVA Shares
 Suspension of listing and dealings in AVEVA Shares                                     6.00 p.m. on D+1 Business Day((4))
 Scheme Record Time                                                                     6.00 p.m. on D+1 Business Day((4))
 Effective Date of the Scheme                                                           D + 2 Business Days((4))
 Cancellation of listing of AVEVA Shares                                                8.00 a.m. on D + 3 Business Days((4))
 Latest date for dispatch of cheques/settlement through CREST/processing of                                   14 days after the Effective Date
 electronic BACS transfers
 Latest date by which Scheme must be implemented                                        21 September 2023((5))

Notes:

(1)        The BLUE Form of Proxy for the Court Meeting, if not
received by the time stated above (or, if the Court Meeting is adjourned, 48
hours (excluding non-working days) before the adjourned Court Meeting), may be
handed to representatives of Link Group or to the Chair of the Court Meeting
before the start of that Meeting and will still be valid. However, in order to
be valid, the WHITE Form of Proxy for the General Meeting must be received no
later than 11.45 a.m. (London time) on 23 November 2022 (or, if the General
Meeting is adjourned, 48 hours (excluding non-working days) before the time
fixed for the adjourned Meeting).

 

(2)        If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned Meeting will be
6.30 p.m. on the date which is two days (excluding non-working days) before
the date set for such adjourned Meeting.

 

(3)        To commence at 11.45 a.m. or as soon thereafter as the Court
Meeting shall have concluded or adjourned.

 

(4)        These times and dates are indicative only and will depend
on, among other things, the dates upon which (i) the Conditions are satisfied
or (where applicable) waived, (ii) the Court sanctions the Scheme, and (iii)
the Court Order sanctioning the Scheme is delivered to the Registrar of
Companies. If the expected date of the Court Hearing is changed, AVEVA will
give adequate notice of the changes by issuing an announcement through a
Regulatory Information Service.

 

(5)        The latest date by which the Scheme must be implemented may
be extended by agreement between AVEVA and Bidco (with the prior consent of
the Panel and as the Court may approve (if such approval(s) are required)).

Conditions

The Conditions to the Acquisition are set out in full in Part III (Conditions
to and Further Terms of The Acquisition and the Scheme) of the Scheme
Document.

The Scheme will be modified to reflect the terms of the Increased Offer. Save
as disclosed in this announcement, the Increased Offer is subject to the same
terms and conditions set out in the Scheme Document.

General

Bidco confirms that all regulatory filings in relation to the Acquisition have
been submitted to the relevant authorities. It is expected that the Scheme
will become Effective in Q1 2023.

The background and reasons for the Acquisition remain unchanged and are set
out in paragraph 4 of Part I of the Scheme Document. In particular, in
considering the recommendation of the Increased Offer to AVEVA's shareholders,
the AVEVA Independent Committee has given due consideration to a number of
factors, including:

·      the opportunity for AVEVA shareholders to crystallise their
investment in cash in the near-term at a significant premium to the prevailing
market price prior to the commencement of the Offer Period;

·      the increasingly challenging external environment, including:
ongoing economic, regulatory and geopolitical risks; the multi-year transition
to a SaaS operating model and investment needed to successfully transition;
and the impact of inflation on AVEVA's cost base;

·      the current trading performance of AVEVA; and

·      the preservation of AVEVA's business autonomy and future R&D,
the safeguarding of management / employees' rights, and other potential
benefits for AVEVA's customers.

The Increased Offer does not change Schneider Electric and Bidco's intentions
in relation to the management, employees and locations of AVEVA and other
related matters, including pensions, governance and research and development,
as set out in paragraph 5 of Part I of the Scheme Document. Save in respect of
the amendment to Bidco's financing arrangements as announced prior to the date
of this announcement, there are no disclosures required to be made under Rule
27.2(a), 27.2(b) or 27.2(c) of the Code by Schneider Electric or Bidco, or by
AVEVA, respectively.

Each of Citi, Lazard, J.P. Morgan Cazenove and Numis, has given and not
withdrawn its written consent to the inclusion in this announcement of the
references to its name in the form and context in which they appear.

The sources of information and bases of calculation of certain information
contained in this announcement are set out in Appendix 1 to this announcement.

Documents available on website

Copies of the following documents will, by no later than 12 noon (London time)
on 14 November 2022, be published on AVEVA's website at
https://investors.aveva.com/offer-for-aveva-group-plc/ and Schneider
Electric's website at
https://www.se.com/ww/en/about-us/investor-relations/disclaimer.jsp (as
applicable) until the Effective Date:

·      this announcement;

·      the Amendment Agreement; and

·      the consent letters from each of Citi, Lazard, J.P. Morgan
Cazenove and Numis referred to above.

 

Enquiries:

 

AVEVA

 Matt Springett  Tel: +44 7789 818 684

 Kira Popper     +44 7787 220 464

 

Lazard (Lead Financial Adviser and Rule 3 Adviser to AVEVA)

 Cyrus Kapadia       Tel: +44 20 7187 2000

 Keiran Wilson

 Alexander Fiallos

 

J.P. Morgan Cazenove (Joint Financial Adviser and Corporate Broker to AVEVA)

 Bill Hutchings   Tel: +44 20 7742 4000

 James Robinson

 Jonty Edwards

 

Numis (Joint Financial Adviser and Corporate Broker to AVEVA)

 Simon Willis         Tel: +44 20 7260 1000

 Joshua Hughes

 Jamie Loughborough

 

FTI Consulting LLP (Public Relations Adviser to AVEVA)

 Edward Bridges  Tel: +44 203 727 1017

 Dwight Burden

 

Schneider Electric

 Amit Bhalla  Tel: +44 20 7592 8216

 

Citi (Financial Adviser to Schneider Electric and Bidco)

 Robin Rousseau                         Tel: +44 20 7986 4000

 Sian Evans

 Rob Jurd

 Christopher Wren (Corporate Broking)

 

Brunswick Group LLP (Public Relations Adviser to Schneider Electric)

 Simon Sporborg    Tel: +44 20 7404 5959

 Paul Durman

 Pip Green

 

Freshfields Bruckhaus Deringer is acting as legal adviser to AVEVA in
connection with the Acquisition. Slaughter and May is acting as legal adviser
to Schneider Electric and Bidco in connection with the Acquisition.

 

This announcement is made on behalf of AVEVA by Helen Lamprell, General
Counsel & Company Secretary of AVEVA.

 

Important notices relating to financial advisers

Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and
regulated in the UK by the FCA and the PRA is acting exclusively as financial
adviser to Schneider Electric and Bidco and for no one else in relation to the
Acquisition, and any other matters described in this announcement, and will
not be responsible to anyone other than Schneider Electric and Bidco for
providing the protections afforded to its clients nor for providing advice in
connection with the Acquisition, or any other matters described in this
announcement. Neither Citi nor any of its affiliates, directors or employees
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, consequential, whether in contract, tort, in delict, under
statute or otherwise) to any person who is not a client of Citi in connection
with this announcement, any statement contained herein, the Acquisition or
otherwise.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
UK by the FCA, is acting as financial adviser to AVEVA, and no one else, in
connection with the matters set out in this announcement, and will not be
responsible to anyone other than the board of AVEVA for providing the
protections afforded to clients of Lazard nor for providing advice in relation
to the contents of this announcement or any other matter or arrangement
referred to herein. Neither Lazard 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 in connection with this announcement, any matter,
arrangement or statement contained or referred to herein or otherwise.

J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the UK by
the PRA and regulated by the PRA and the FCA. J.P. Morgan Cazenove is acting
as financial adviser exclusively for AVEVA and no one else in connection with
the matters set out in this announcement and will not regard any other person
as its client in relation to the matters in this announcement and will not be
responsible to anyone other than AVEVA for providing the protections afforded
to clients of J.P. Morgan Cazenove, or for providing advice in relation to any
matter referred to herein.

Numis Securities Limited ("Numis"), which is authorised and regulated in the
UK by the FCA, is acting as financial adviser and broker to AVEVA, and no one
else, in connection with the matters set out in this announcement, and will
not be responsible to anyone other than the board of AVEVA for providing the
protections afforded to clients of Numis nor for providing advice in relation
to the contents of this announcement or any other matter or arrangement
referred to herein. 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, any matter,
arrangement or statement contained or referred to herein or otherwise.

Further information

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of an offer, invitation or the solicitation
of an offer to purchase or subscribe, otherwise acquire, subscribe for, sell
or otherwise dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities in AVEVA in any
jurisdiction in contravention of applicable law. The Acquisition will be made
solely pursuant to the terms of the Scheme Document (or, in the event that the
Acquisition is to be implemented by way of an Offer, the Offer Document)
which, together with the Forms of Proxy, contains the full terms and
conditions of the Acquisition, including details of how to vote in respect of
the Acquisition. Any vote or other decision in respect of, or other response
to, the Acquisition, should be made only on the basis of information contained
in the Scheme Document (or, in the event that the Acquisition is to be
implemented by way of an Offer, the Offer Document).

This announcement does not constitute a prospectus or a prospectus equivalent
document.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or from an independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended).

Overseas jurisdictions

This announcement has been prepared for the purpose of complying with English
law and the Code and the 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 of jurisdictions outside the UK.

The release, publication or distribution of this announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the UK should inform
themselves about, and observe any applicable requirements (including the
payment of any issue, transfer or other taxes due in such jurisdiction). In
particular, the ability of persons who are not resident in the UK to vote
their AVEVA Shares at the Court Meeting or General Meeting, or to execute and
deliver Forms of Proxy appointing another to vote their AVEVA Shares at the
Court Meeting or the General Meeting on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located. Any failure to
comply with the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by
law, the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions by any
person.

Copies of this announcement and any other formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction (or any jurisdiction where to do so would violate the laws of
that jurisdiction) and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
it in or into or from any Restricted Jurisdiction. Doing so may render invalid
any related purported vote in respect of the Acquisition. If the Acquisition
is implemented by way of an Offer (unless otherwise permitted by applicable
law and regulation), the Offer may not be made directly or indirectly, in or
into, or by the use of mails or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of any Restricted Jurisdiction
and the Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.

Additional information for US investors

The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English company law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure requirements and
practices applicable in the UK to schemes of arrangement which differ from the
disclosure requirements of US tender offer and proxy solicitation rules.

If, in the future, Bidco exercises the right to implement the Acquisition by
way of an Offer and determines to extend the offer into the US, the
Acquisition will be made in compliance with applicable US laws and
regulations.

The receipt of cash pursuant to the Acquisition by a US holder of AVEVA Shares
as consideration for the transfer of its AVEVA Shares pursuant to the Scheme
will likely be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local, as well as
foreign and other, tax laws. AVEVA Shareholders are urged to consult with
legal, tax and financial advisers in connection with making a decision
regarding the Acquisition.

Financial information included in this announcement and the Scheme Document
has been or will have been prepared in accordance with accounting standards
applicable in the UK that may not be comparable to financial information of US
companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US.

To the extent permitted by applicable law and in accordance with normal UK
market practice, Schneider Electric, Bidco or their nominees, or their brokers
(acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, AVEVA Shares outside of the US other than pursuant
to the Acquisition, until the date on which the Acquisition and/or Scheme
becomes Effective, lapses or is otherwise withdrawn. These purchases may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases or arrangements to
purchase shall be disclosed as required in the UK, shall be reported to a
Regulatory Information Service and shall be available on the London Stock
Exchange website at www.londonstockexchange.com.

It may be difficult for US holders of AVEVA Shares to enforce their rights and
any claim arising out of US federal laws, since Schneider Electric, Bidco and
AVEVA are located in a non-US jurisdiction, and some or all of their officers
and directors may be residents of a non-US jurisdiction. US holders of AVEVA
Shares may not be able to sue a non-US company or its officers or directors in
a non-US court for violations of US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves
to a US court's judgement.

Forward looking statements

This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of AVEVA and
certain plans and objectives of Schneider Electric and/or Bidco and with
respect thereto.

These forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. These statements are based on
assumptions and assessments made by Schneider Electric, Bidco and AVEVA in
light of their experience and their perception of historical trends, current
conditions, future developments and other factors they believe appropriate,
and therefore are subject to risks and uncertainties which could cause actual
results to differ materially from those expressed or implied by those
forward-looking statements.

The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on Schneider
Electric, Bidco and/or AVEVA, the expected timing and scope of the Acquisition
and other statements other than historical facts. Forward-looking statements
often use words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "hope", "aims", "continue", "will",
"may", "should", "would", "could", or other words of similar meaning. By their
nature, forward-looking statements involve risk and uncertainty, because they
relate to events and depend on circumstances that will occur in the future and
the factors described in the context of such forward-looking statements in
this announcement could cause actual results and developments to differ
materially from those expressed in or implied by such forward-looking
statements. Forward-looking statements may include statements in relation to
the following: (i) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; (ii) business and management strategies
and the expansion and growth of Schneider Electric, Bidco, the Bidco Group or
AVEVA's operations and potential synergies resulting from the Acquisition; and
(iii) the effects of global economic conditions and governmental regulation on
Schneider Electric, Bidco, the Bidco Group or AVEVA's business.

Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, neither Schneider Electric nor
Bidco nor AVEVA nor any of their representatives, associates or directors,
officers or advisers provides any assurance that such expectations will prove
to have been correct and you are therefore cautioned not to place undue
reliance on these forward-looking statements which speak only as at the date
of this announcement. None of AVEVA, Schneider Electric nor Bidco assumes any
obligation to update or correct the information contained in this announcement
(whether as a result of new information, future events or otherwise), except
as required by applicable law.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or profit
estimate for any period and no statement in this announcement should be
interpreted to mean that earnings or earnings per share for Bidco, Schneider
Electric or AVEVA, as appropriate, for the current or future financial years
would necessarily match or exceed the historical published earnings or
earnings per share for Bidco, Schneider Electric or AVEVA as appropriate.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the tenth (10th) Business Day following
the commencement of the Offer Period and, if appropriate, by no later than
3.30 p.m. (London time) on the tenth (10th) Business Day following the
announcement in which any securities exchange offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree company or
of a securities exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the Business Day following the date of the
relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

A copy of this announcement and the consent from each of Citi, Lazard, J.P
Morgan Cazenove and Numis referred to above will be made available, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions
on AVEVA's website at https://investors.aveva.com/offer-for-aveva-group-plc/
and Schneider Electric's website at
https://www.se.com/ww/en/about-us/investor-relations/disclaimer.jsp. For the
avoidance of doubt, the contents of those websites are not incorporated into
and do not form part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, AVEVA Shareholders, persons with
information rights and participants in AVEVA Share Plans may request a hard
copy of this announcement (and any information incorporated by reference in
this announcement) by contacting AVEVA's registrars, Link Group, during
business hours on 0371 664 0321 (or if calling from outside the UK +44 371 664
0321) or by submitting a request in writing at PXS 1, 10th Floor, Central
Square, 29 Wellington Street, Leeds, LS1 4DL. Lines are open from 9.00 a.m. to
5.30 p.m. (London time) Monday to Friday, excluding public holidays in England
and Wales. Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the UK will be charged at the applicable international
rate.

For persons who receive a copy of this announcement in electronic form or via
a website notification, a hard copy of this announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information be sent to them in relation to the Acquisition
should be in hard copy form.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

 

APPENDIX 1

SOURCES OF INFORMATION AND BASES OF CALCULATION

1.       As at the Latest Practicable Date, there were 302,017,637 AVEVA
Shares in issue. The international securities identification number for the
AVEVA Shares is GB00BBG9VN75.

2.       Any references to the issued and to be issued ordinary share
capital of AVEVA are based on:

(a)      The 302,017,637 AVEVA Shares referred to in paragraph 1 above;
and

(b)      3,886,409 AVEVA Shares which may be issued on or after the date
of this announcement to satisfy the exercise of options or vesting of awards
pursuant to the AVEVA Share Plans.

3.       The value of the Acquisition based on the Increased Offer price
of 3,225 pence per AVEVA Share is calculated on the basis of the issued and to
be issued share capital of AVEVA (as set out in paragraph 2 above), applying
the treasury stock method to AVEVA Shares which may be issued on or after the
date of this announcement on the exercise of options or vesting of awards
under the AVEVA Share Plans, resulting in dilutive AVEVA Shares of 3,816,977.

4.       All Closing Prices and volume weighted average prices for AVEVA
Shares referred to in this announcement have been derived from Bloomberg.

5.       The enterprise value of AVEVA implied by Increased Offer price
of 3,225 pence per AVEVA Share is calculated on the basis of:

(a)      the issued and to be issued share capital of AVEVA (as set out
in paragraph 2 above, applying the treasury stock method to AVEVA Shares which
may be issued on or after the date of this announcement on the exercise of
options or vesting of awards under the AVEVA Share Plan) multiplied by the
Increased Offer price of 3,225 pence per AVEVA Share; plus

(b)      a total enterprise value-to-equity bridge of £705.9 million,
comprised of net financial debt of £601.6 million, investments of £2.2
million, and lease liabilities of £106.5 million, in each case as at 30
September 2022.

6.       Unless otherwise stated, the financial information relating to
AVEVA is extracted from the audited consolidated financial statements of AVEVA
for the financial year to 31 March 2022, prepared in accordance with IFRS.
References to pro forma revenues and Adjusted EBIT include results for both
AVEVA and OSIsoft for the 12 months to 31 March 2022. The figures comprising
the net debt as at 30 September 2022 are unaudited and extracted from AVEVA's
internal reporting prepared in accordance with IFRS.

7.       The multiples of enterprise value to ARR, pro forma revenue,
and Adjusted EBIT are calculated on the basis of the enterprise value (as set
out in paragraph 6 above) divided by the ARR as at 31 March 2022 and pro forma
revenue, and Adjusted EBIT for the 12 months to 31 March 2022.

8.       Adjusted EBIT is calculated before amortisation of intangible
assets, share-based payments and exceptional items. It also excludes the
effect of the deferred revenue haircut under IFRS 3 (Business Combinations),
which reduces statutory revenue and therefore EBIT.

9.       Net debt is defined as loans and borrowings minus cash and cash
equivalents.

10.     ARR is used as a metric as it makes it easier to track recurring
revenue progression by annualising revenue associated with subscription, cloud
and maintenance contracts. It removes timing differences caused by revenue
recognition standards by annualising the revenue associated with contracts at
a point in time. It is calculated on a constant currency basis and is adjusted
for disposals, the impact of sanctions in Russia and other factors.

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