AVEVA Group PLC GM Statement (2530S)

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RNS Number : 2530S

AVEVA Group PLC

29 September 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

29 September 2017

AVEVA Group plc

Results of General Meeting

AVEVA Group plc (the "Company" or "AVEVA") is pleased to announce that at the General Meeting of the Company held today, 29 September 2017, in connection with the proposed combination of the AVEVA Group and the Schneider Electric Software Business, all of the resolutions set out in the Notice of General Meeting (contained in the combined circular and prospectus published by the Company and dated 5 September 2017 (the "Prospectus")) were passed on a poll. The results are set out below.

Completion of the Combination, which is expected to be at or around the end of 2017, remains subject to satisfaction (or waiver, where applicable) of the outstanding conditions to Completion, summarised in the Prospectus.

 
 Resolution                     In Favour (including discretionary votes)     Against                     Withheld* 
-----------------------------  --------------------------------------------  --------------------------  ------------- 
                                No. of votes             % of votes           No. of votes   % of votes   No. of votes 
-----------------------------  -----------------------  -------------------  -------------  -----------  ------------- 
 1. To approve the proposed 
  combination with the 
  Schneider Electric Software 
  Business                      46,137,189               99.99                6,772          0.01         231,838 
-----------------------------  -----------------------  -------------------  -------------  -----------  ------------- 
 2. To approve the waiver of 
  any requirement under Rule 
  9 of the City Code on 
  Takeovers and 
  Mergers for Schneider 
  Electric SE and/or any of 
  its subsidiary undertakings 
  and/or any person 
  acting in concert with any 
  of them to make a general 
  offer to shareholders of 
  the Company                   45,249,418               97.60                1,114,474      2.40         11,855 
-----------------------------  -----------------------  -------------------  -------------  -----------  ------------- 
 3. To authorise directors to 
  allot shares up to an 
  aggregate nominal value of 
  GBP8,000,000, 
  for the purposes of the 
  Consideration Shares in 
  connection with the Merger 
  Agreement**                   46,126,381               99.96                17,528         0.04         231,838 
-----------------------------  -----------------------  -------------------  -------------  -----------  ------------- 
 4. To approve the Return of 
  Value and consequential 
  amendments to the articles 
  of association 
  of the Company**              46,364,631               99.99                6,772          0.01         4,344 
-----------------------------  -----------------------  -------------------  -------------  -----------  ------------- 
 5. To authorise the 
  directors of the Company to 
  allot shares                  44,834,671               96.70                1,529,124      3.30         11,927 
-----------------------------  -----------------------  -------------------  -------------  -----------  ------------- 
 6. To authorise the 
  directors of the Company to 
  disapply pre-emption 
  rights**                      46,354,380               99.98                8,803          0.02         12,539 
-----------------------------  -----------------------  -------------------  -------------  -----------  ------------- 
 

* A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes for and against the resolution.

   **      Special resolution 

The total number of shares in issue at the record date and time for voting is 63,995,376.

A copy of all the resolutions passed have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm.

A copy of this announcement will be made available at www.aveva.com/investors.

The information contained within this announcement is inside information as stipulated under the EU Market Abuse Regulation. Upon the publication of this announcement this inside information is now considered to be in the public domain. The person responsible for this announcement on behalf of AVEVA is David Ward, Chief Financial Officer.

Capitalised terms not otherwise defined in this announcement shall have the meaning given to them in the Prospectus.

Enquiries:

 
 AVEVA 
 Philip Aiken      Tel: [phone] 
  James Kidd        55 6655 
  David Ward 
  Matt Springett 
 

Lead Financial Adviser to AVEVA

 
 Lazard                Tel: [phone] 
                        2000 
 Cyrus Kapadia 
  Richard Hoyle 
  Philippe Noël 
 

Corporate Broker, Sponsor and Financial Adviser to AVEVA

 
 Numis               Tel: [phone] 
                      1000 
 Simon Willis 
  Jamie Lillywhite 
 

Financial PR Adviser to AVEVA

 
 FTI Consulting   Tel: [phone] 
                   1000 
 Edward Bridges 
 

IMPORTANT NOTICES:

Lazard & Co., Limited, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting as financial adviser to AVEVA and no one else in connection with the Combination and will not be responsible to anyone other than AVEVA for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the Combination or any other matters referred to in this announcement. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, the Combination or any statement contained herein.

Numis Securities Limited ("Numis"), which is authorised and regulated in the UK by the Financial Conduct Authority, is acting as corporate broker and sponsor to AVEVA and no one else in connection with the Combination and will not be responsible to anyone other than AVEVA for providing the protections afforded to clients of Numis nor for providing advice in relation to the Combination or any other matters referred to in this announcement. Neither Numis nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis, in connection with this announcement, the Combination or any statement contained herein.

Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, the Republic of South Africa, Japan, the United States or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of Australian, Canadian, South African, Japanese, or US securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement or other information referred to herein comes should inform themselves about, and observe, any such restrictions.

This announcement does not constitute or form part of any offer, invitation to sell, otherwise dispose of or issue, or any solicitation of any offer to purchase or subscribe for, any shares or other securities nor shall it or any part of it, nor the fact of its distribution form the basis of, or be relied on in connection with, any contract commitment or investment decision.

This announcement has been prepared for the purpose of complying with the applicable law and regulation of the United Kingdom and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.

This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than (i) in accordance with the tender offer requirements under the US Securities Exchange Act of 1934, as amended, or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption from such requirements.

Except as explicitly stated, neither the content of the AVEVA website nor any website accessible by hyperlinks on the AVEVA website is incorporated in, or forms part of, this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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September 29, 2017 06:05 ET (10:05 GMT)