AVEVA Group PLC Update re clearances & expected closing timetable (4318Z)

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RNS Number : 4318Z

AVEVA Group PLC

15 December 2017

15 December 2017

AVEVA GROUP PLC

Combination of AVEVA and the Schneider Electric industrial software business: update re clearances and expected timetable to closing

The Board of AVEVA Group Plc ("AVEVA" or the "Company") provides the following update on the progress of the proposed Combination of AVEVA and the Schneider Electric industrial software business. Defined terms used in this announcement shall have the meaning given to them in the Prospectus published by the Company on 5 September 2017 (the "Prospectus").

AVEVA and Schneider Electric are pleased to confirm that all outstanding regulatory clearances required ahead of completion of the Combination have now been received, with the exception of the approval of the Committee on Foreign Investments in the United States ("CFIUS"), for which the review procedure is ongoing.

Whilst AVEVA and Schneider Electric are not aware of and do not expect any substantive CFIUS concerns, CFIUS approval is not expected before very late December 2017 at the earliest, and may extend as late as mid-February 2018. Therefore, it is expected that Completion of the Combination will occur at the end of the month of January or February 2018, subject to any unforeseen delays in the CFIUS approval process.

Accordingly, in order to satisfy the requirements of Listing Rule 6.1.3R that the latest audited financials of the Schneider Electric industrial software business should be made up to a date not more than 9 months earlier than the date of Admission, AVEVA intends to publish a supplementary prospectus duly approved by the Financial Conduct Authority during January 2018. This will contain the audited interim financial statements of the Schneider Electric industrial software business for the six months ended 30 September 2017. An unaudited summary of these results has already been published by AVEVA on 14 November 2017.

AVEVA is continuing the process of selecting a Chief Executive Officer for the Enlarged Group and will make an announcement on the appointment as soon as practicable.

Finally, AVEVA has recently received a response from Her Majesty's Revenue and Customs ("HMRC") to an application for clearance related to the expected capital treatment of the GBP650 million Return of Value proposed to be effected by way of a "B" share scheme as part of the Combination. Contrary to AVEVA's expectations based on tax advice received at the time (as set out in Part XI of the Prospectus, and subject to the possibility of HMRC taking an opposing view as highlighted therein), HMRC has taken the view that the issue of B shares paid up from AVEVA's merger reserve to effect the Return of Value should be treated as a distribution and therefore taxed as income in the hands of recipients for UK tax purposes.

AVEVA intends to have further discussions with HMRC on this matter but considers it appropriate at this stage to draw the uncertainty over the tax treatment of the Return of Value to the attention of its UK shareholders. Shareholders may wish to seek their own tax advice in this regard and are reminded to consider the guidance in Part XI of the Prospectus.

Enquiries:

AVEVA Group plc

Matt Springett, Head of Investor Relations

Tel: [phone]

FTI Consulting LLP

Edward Bridges / Dwight Burden

Tel: [phone]

IMPORTANT NOTICES:

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

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

No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by AVEVA, Lazard and/or Numis. Subject to the Listing Rules, the Prospectus Rules and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the AVEVA Group or Schneider Electric since the date of this announcement or that the information in it is correct as at any subsequent date.

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

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

The distribution of this announcement in jurisdictions other than the United Kingdom may be affected by the

laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than

the United Kingdom will need to inform themselves about, and observe any, applicable requirements.

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

Neither the content of AVEVA nor Schneider Electric website, nor any website accessible by hyperlinks on AVEVA or Schneider Electric website is incorporated in, or forms part of, this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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December 15, 2017 02:00 ET (07:00 GMT)