REG - Schneider Elec. SE AVEVA Group PLC - Statement re Update on Financing Arrangements

Schneider Electric SEAnnouncement

23/11/2022 09:45

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RNS Number : 3510H  Schneider Electric SE  23 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.

FOR IMMEDIATE RELEASE.

23 November 2022

ASCOT ACQUISITION HOLDINGS LIMITED

("Bidco")

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

Update on Financing Arrangements

On 21 September 2022, the boards of Schneider Electric and Bidco, and the
AVEVA Independent Committee announced 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 Group plc ("AVEVA") (excluding AVEVA Shares held
by Samos Acquisition Company Limited, an indirect wholly owned subsidiary of
Schneider Electric) will be acquired by Bidco (the "Acquisition"). The
Acquisition will be effected by means of a Court-approved scheme of
arrangement under Part 26 of the Companies Act 2006 and is subject to the
terms and conditions set out in the scheme document relating to the
Acquisition published on 18 October 2022 (the "Scheme Document").

Terms defined in the Scheme Document shall have the same meanings when used in
this announcement, unless otherwise defined in this announcement.

Partial cancellation of Bridge Facility

As previously disclosed, Schneider Electric entered into a £4.1 billion
bridge facility agreement on 20 September 2022, arranged by Citibank, N.A.
London Branch and Société Générale, underwritten by Citibank Europe and
Société Générale, between, among others, Schneider Electric and Société
Générale (as facility agent) (the "Bridge Facility Agreement"). The Bridge
Facility was subsequently reduced by £1.5 billion, with such commitments
being replaced by a term loan facility as announced on 24 October 2022.

Schneider Electric today announces that it has credited an amount equal to
approximately £191 million into a blocked account pending application towards
the consideration payable by Bidco to AVEVA Shareholders pursuant to the
Acquisition (the "Consideration"), with such credit being funded using the
proceeds of a note issuance by Schneider Electric on 9 November 2022. The
total commitments made available under the Bridge Facility Agreement have
consequently been reduced by £191 million, effective 14 November 2022, with
such reduction bringing the remaining amount of the bridge facility to
approximately £2.41 billion.

Citigroup Global Markets Limited, 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 by Bidco to
AVEVA Shareholders pursuant to the Acquisition.

Enquiries:

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)

 

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, prospectus equivalent document or an exempted
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).

Disclaimers

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.

Overseas jurisdictions

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. This announcement has been prepared for the purposes 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 of the UK.

Copies of this announcement and any formal documentation relating to the
Scheme and 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.

Further details in relation to overseas shareholders is included in the Scheme
Document.

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 its 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
(http://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 document 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 document. None of AVEVA, Schneider Electric nor Bidco assumes any
obligation to update or correct the information contained in this document
(whether as a result of new information, future events or otherwise), except
as required by applicable law.

Dealing and Opening Position 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 10(th) 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 10(th) 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 (http://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.

Electronic communications

Please be aware that addresses, electronic addresses and certain information
provided by AVEVA Shareholders, persons with information rights and other
relevant persons for the receipt of communications from AVEVA may be provided
to Bidco during the Offer Period as requested under Section 4 of Appendix 4 of
the Code to comply with Rule 2.11(c) of the Code.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available subject to certain restrictions relating to persons resident in
Restricted Jurisdictions 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/
(https://investors.aveva.com/offer-for-aveva-group-plc/) and by no later than
12 noon (London time) on the Business Day following publication of this
announcement. For the avoidance of doubt, the contents of these 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.

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