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Share Name Share Symbol Market Type Share ISIN Share Description
Aveva Group Plc LSE:AVV London Ordinary Share GB00BBG9VN75 ORD 3 5/9P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  113.00 2.99% 3,893.00 3,892.00 3,896.00 3,905.00 3,769.00 3,778.00 374,968 16:29:57
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Software & Computer Services 833.8 92.0 43.4 89.8 11,182

AVEVA Group PLC Rights Issue to partly fund acquisition of OSIsoft

06/11/2020 6:40pm

UK Regulatory (RNS & others)


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TIDMAVV

RNS Number : 4966E

AVEVA Group PLC

06 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 ONCE PUBLISHED. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE ON ITS WEBSITE AT HTTPS://INVESTORS.AVEVA.COM.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

6 November 2020

AVEVA GROUP PLC

FULLY COMMITTED AND UNDERWRITTEN 7 FOR 9 RIGHTS ISSUE TO RAISE GROSS PROCEEDS OF APPROXIMATELY GBP2.835 BILLION

Further to the announcement on 25 August 2020, AVEVA Group plc ("AVEVA" or the "Company"), a global leader in engineering and industrial software, today announces a fully committed and underwritten rights issue to raise gross proceeds of approximately GBP2.835 billion (the "Rights Issue") to partly fund the acquisition of OSIsoft, LLC ("OSIsoft") (the "Acquisition"), a global leader in real-time industrial data software and services. The Rights Issue will result in the issue of 125,739,796 new ordinary shares of the Company (the "Rights Issue Shares").

Key Highlights

-- The net proceeds from the Rights Issue, together with the new term loan announced on 12 October 2020, will fund the cash consideration in relation to the Acquisition.

-- The Rights Issue is conditional upon, among other things, the resolution needed to complete the Acquisition and to authorise the directors to allot shares in connection with the Rights Issue and the Acquisition (the "Resolution") having been passed by AVEVA shareholders at the general meeting on 24 November 2020 (the "General Meeting"). However, the Rights Issue is not conditional on completion of the Acquisition ("Completion").

-- Schneider Electric SE, which currently indirectly holds approximately 60% of the issued ordinary shares of AVEVA, has irrevocably undertaken to vote in favour of the Resolution and to take up its rights in full on a pro rata basis (the "SE Rights Issue Shares") .

-- It is expected that dealings in the Rights Issue Shares (nil paid) on the London Stock Exchange's main market will commence on 8.00 a.m. on 25 November 2020 and that dealings in the Rights Issue Shares (fully paid) will commence on 8.00 a.m. on 10 December 2020.

Update on the Acquisition

-- The Acquisition will strengthen AVEVA's position as a global leader in industrial software, with combined pro forma revenue of c.GBP1.2 billion.

-- OSIsoft performed strongly in the seven months ended 31 July 2020 with revenue increasing by 9.5% compared to the seven months ended 31 July 2019, and adjusted EBIT and operating cash flow increasing by 110.1% and 33.3%, respectively. This positive trading momentum has continued in recent months, with billings increasing by approximately 12% in the first nine months of 2020 compared to the same period last year.

-- The Directors believe that there is a significant opportunity to generate material revenue synergies and realise run rate pre-tax cash cost synergies of not less than GBP20 million per annum by the end of AVEVA's financial year ending 31 March 2023.

-- Regulatory and antitrust approvals are on track. AVEVA has already received antitrust approvals in several countries and expects to receive all antitrust and regulatory approvals in relation to the Acquisition (including approval from the Committee on Foreign Investment in the United States ("CFIUS")) between December 2020 and February 2021.

-- The Acquisition, because of its size in relation to the Company, is a class 1 transaction for AVEVA under the Listing Rules and is therefore conditional, inter alia, upon the approval by shareholders at the General Meeting.

Details of the Rights Issue

   --     The gross proceeds of the Rights Issue will amount to approximately GBP2.835 billion. 

-- For every 9 existing ordinary shares of AVEVA (each an "Existing Ordinary Share"), its holder is entitled to 7 Rights Issue Shares (nil paid). The Company proposes to issue a total of 125,739,796 Rights Issue Shares.

-- The Rights Issue price of GBP22.55 (the "Rights Issue Price") per Rights Issue Share represents a discount of 32.2% to the theoretical ex-rights price (TERP) of GBP33.28 per Existing Ordinary Share by reference to the closing price on 5 November 2020 (the last Business Day before the publication of this announcement).

-- The Rights Issue Shares will confer to their holders the same voting and economic rights as the Existing Ordinary Shares.

-- Entitlements to the Rights Issue Shares (nil paid) not taken up shall automatically lapse at the end of the Rights Issue offer period (being 11.00 a.m. on 9 December 2020) and, therefore, Shareholders who take no action will not receive any Rights Issue Shares and will be diluted.

-- The Rights Issue is fully committed (in relation to the SE Rights Issue Shares) and, subject to certain customary conditions, underwritten (save for the SE Rights Issue Shares) by J.P. Morgan Securities plc and Numis Securities Limited, both of which are acting as Joint Global Co-ordinators and Joint Bookunners, Barclays Bank PLC and BNP PARIBAS, both of which are acting as Joint Bookrunners, and Banco Santander S.A., acting as Lead Manager (the "Underwriters").

Circular and Prospectus

The Company is pleased to announce that a combined class 1 circular and prospectus (the "Prospectus") setting out the full details of the Rights Issue and the Acquisition, including the expected timetable of principal events and Notice of General Meeting, is expected to be published on AVEVA's website later today (https://investors.aveva.com). The preceding summary should be read in conjunction with the full text of the following announcement, together with the Prospectus.

The Prospectus will also include details for Shareholders on how to participate in the Rights Issue. Unless the context otherwise requires, words and expressions defined in the Prospectus shall have the same meanings in this announcement.

Indicative abridged timetable

 
Publication and posting of the Prospectus,  6 November 2020 
 the Notice of General Meeting and 
 the Form of Proxy 
Rights Issue Record Date                    close of business on 
                                             20 November 2020 
General Meeting                             9.30 a.m. on 24 November 
                                             2020 
Admission of, and commencement of           8.00 a.m. on 25 November 
 dealings in, Nil Paid Rights on             2020 
 the London Stock Exchange 
Latest time and date for acceptance,        11.00 a.m. on 9 December 
 payment in full and registration            2020 
 of renunciation of Provisional Allotment 
 Letters 
Dealings in Rights Issue Shares,            8.00 a.m. on 10 December 
 fully paid, commence on the London          2020 
 Stock Exchange 
 

AVEVA's Interim Results

AVEVA's interim results for the period ended 30 September 2020 were published yesterday. In H1 2021, AVEVA continued to make strong operational and strategic progress, even though the disruptions of the COVID-19 pandemic affected AVEVA's financial results. The order pipeline for the remainder of FY 2020 is strong, underpinned by a higher volume of contract renewals, including major global account contracts, as well as the contracts that slipped from the second quarter of FY 2021. As such, the Board expects to see solid revenue growth in H2 2020 and remains confident in its outlook for FY 2020.

AVEVA also reported that OSIsoft performed strongly in the seven months ended 31 July 2020, with revenue increasing by 9.5% compared to the seven months to 31 July 2019, and operating profit increasing by 110.1%. This positive trading momentum has continued in recent months, with billings increasing by approximately 12% in the first nine months of 2020 compared to the same period last year.

The information contained within this announcement is considered by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No.596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information will be considered to be in the public domain.

The person responsible for arranging for the release of this announcement on behalf of the Company is James Kidd, Deputy CEO and CFO.

Enquiries:

AVEVA Group plc

Philip Aiken (Chairman)

Craig Hayman (Chief Executive Officer)

James Kidd (Deputy CEO and CFO)

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

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 to be published by the Company in connection with the Rights Issue and the Acquisition.

A copy of the Prospectus will, following publication, be available on its 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 will provide 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 securities referred to herein 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 securities referred to herein 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 Letter 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 Letter 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 (once published) and the Provisional Allotment Letters (once printed) 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 should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and/or if and when published the Prospectus to be published by the Company in connection with the Rights Issue.

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.

Forward-Looking Statements

This announcement contains forward-looking statements, including with respect to financial information, that are based on current expectations or beliefs, as well as assumptions about future events. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. In some cases, forward-looking statements use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could", "is confident", or other words of similar meaning.

No undue reliance should be placed on any such statements because they speak only as at the date of this announcement and, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and the Company's plans and objectives, to differ materially from those expressed or implied in the forward-looking statements. No representation or warranty is made that any forward-looking statement will come to pass. You are advised to read the Prospectus when published and the information incorporated by reference therein in their entirety, and, in particular, the section of the Prospectus headed "Risk Factors", for a further discussion of the factors that could affect the Group or the Enlarged Group's future performance and the industry in which it operates. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements, including statements regarding prospective financial information, in this announcement may not occur. In addition, even if the Group or the Enlarged Group's actual results of operations, financial condition and the development of the business sectors in which it operates are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. These statements are not fact and should not be relied upon as being necessarily indicative of future

results, and readers of this announcement are cautioned not to place undue reliance on the forward-looking statements, including those regarding prospective financial information.

No statement in this announcement is intended as a profit forecast, and no statement in this announcement should be interpreted to mean that underlying operating profit for the current or future financial years would necessarily be above a minimum level, or match or exceed the historical published operating profit or set a minimum level of operating profit.

Neither the Company nor any of the Underwriters are under any obligation to update or revise publicly any forward-looking statement contained within this announcement, whether as a result of new information, future events or otherwise, other than in accordance with their legal or regulatory obligations (including, for the avoidance of doubt, the Prospectus Regulation Rules, the Listing Rules and Disclosure Guidance and Transparency Rules).

AVEVA GROUP PLC

PROPOSED ACQUISITION OF OSISOFT, LLC

PROPOSED 7 FOR 9 RIGHTS ISSUE OF 125,739,796 RIGHTS ISSUE SHARES AT GBP22.55 PER RIGHTS ISSUE SHARE TO RAISE APPROXIMATELY GBP2.835 BILLION

   1.         Introduction 

On 25 August 2020, AVEVA announced the proposed acquisition of the OSIsoft Group, at an enterprise value of $5 billion, on a cash-free and debt-free basis, assuming a normalised level of working capital and subject to customary completion adjustments.

Today, AVEVA announces the fully committed and underwritten Rights Issue to raise gross proceeds of approximately GBP2.835 billion to partly fund the Acquisition. The Rights Issue has been underwritten by the Underwriters pursuant to the terms and conditions of the Underwriting Agreement, with the exception of the 75,576,398 Rights Issue Shares which Schneider Electric has irrevocably committed to take up (or cause to be taken up) in full on a pro rata basis in accordance with the terms of the Equity Financing Deed and the Support Agreement. Schneider Electric currently indirectly holds 97,169,655 Existing Ordinary Shares, representing approximately 60% of the issued ordinary share capital of AVEVA as at the Latest Practicable Date. Accordingly, the Rights Issue is fully committed and underwritten, taking into account the Equity Financing Deed, the Support Agreement and the Underwriting Agreement.

The Rights Issue will result in the issue of 125,739,796 Rights Issue Shares at a price of GBP22.55 per share. The Rights Issue is conditional upon, amongst other things, Shareholders' approval of the Resolution.

The Acquisition, because of its size in relation to the Company, is a Class 1 transaction for AVEVA under the Listing Rules and is therefore conditional, inter alia, upon the approval by Shareholders who together represent a simple majority of the Ordinary Shares being voted (whether in person or by proxy) at the General Meeting to be held at 9.30 a.m. on 24 November at AVEVA Group plc, 30 Cannon Street, London, EC4M 6AH. Schneider Electric has irrevocably undertaken to vote (or procure a vote) in favour of the Resolution at the General Meeting, as described in Section 3 .

It is expected that dealings in the Rights Issue Shares (nil paid) on the London Stock Exchange's main market will commence on 8.00 a.m. on 25 November 2020 and that dealings in the Rights Issue Shares (fully paid) will commence on 8.00 a.m. on 10 December 2020.

The notice of the General Meeting and related Form of Proxy are being distributed to Shareholders today subject to approval by the FCA.

   2.         Principal terms of the Rights Issue 

AVEVA proposes to raise gross proceeds of approximately GBP2.835 billion by way of the Rights Issue (approximately GBP2.807 billion after deduction of estimated transaction-related fees and expenses).

The Rights Issue is being made to all Qualifying Shareholders on the register of members of AVEVA at the close of business on 20 November 2020 pursuant to the terms and conditions set out in Part IV (Terms and Conditions of the Rights Issue) of the Prospectus. Pursuant to the Rights Issue, AVEVA is proposing to offer 125,739,796 Rights Issue Shares by way of rights to Qualifying Shareholders at the Right Issue Price of GBP22.55 per Rights Issue Share payable in full on acceptance by no later than 11.00 a.m. on 9 December 2020. The Rights Issue Price represents a 32.2% discount to the theoretical ex-rights price (TERP) of GBP33.28 per Existing Ordinary Share by reference to the closing price on 5 November 2020 (the last Business Day before the publication of this announcement). The Directors believe that the Rights Issue price, and the discount which it represents, is appropriate to ensure the success of the Rights Issue.

The Rights Issue will be made on the basis of:

7 Rights Issue Shares for every 9 Existing Ordinary Shares

registered in the name of each Qualifying Shareholder at the close of business on the Rights Issue Record Date and so in proportion for any other number of Existing Ordinary Shares then registered in the name of such Qualifying Shareholder. Qualifying Shareholders with fewer than 2 Existing Ordinary Shares will not be entitled to any Rights Issue Shares. Entitlements to Rights Issue Shares under the Rights Issue will be rounded down to the nearest whole number and fractions of Rights Issue Shares will not be provisionally allotted to Qualifying Shareholders.

The Rights Issue is fully committed and underwritten, taking into account the Equity Financing Deed, the Support Agreement and the Underwriting Agreement. Further details of the terms of Equity Financing Deed, the Support Agreement and the Underwriting Agreement are set out in Section 9.1(c) of Part XIV (Additional Information) of the Prospectus.

The Rights Issue is conditional, inter alia, on:

-- the Resolution having been passed by the Shareholders at the General Meeting without material amendment;

-- no condition of the Acquisition as set out in the Stock and Unit Purchase Agreement having become incapable of satisfaction and the Stock and Unit Purchase Agreement continuing to have full force and effect, not having lapsed, been rescinded, terminated (in whole or in part) or ceasing to be capable of completion in accordance with its terms (in each case) prior to Rights Issue Admission;

-- the Underwriting Agreement having become unconditional in all respects (save for the conditions relating to Rights Issue Admission) and not having been rescinded or terminated in accordance with its terms prior to Rights Issue Admission; and

-- Rights Issue Admission becoming effective at 8.00 a.m. on 25 November 2020 (or such later time and/or date as the Company and the Joint Global Co-ordinators may determine provided such date is no later than 27 November 2020).

The Underwriting Agreement is not capable of termination following Rights Issue Admission.

The Company has given certain undertakings, including an undertaking that it shall not, without the prior written consent of the Joint Global Co-ordinators undertake certain actions in relation to its share capital, including issuing further shares, for a period of 180 days from the date of settlement of the Underwriters' payment obligations to the Company pursuant to the Underwriting Agreement, subject to certain exceptions, including the issue of the Rights Issue Shares and the Consideration Shares.

The Rights Issue is not conditional on Completion. The Rights Issue may therefore complete while the Acquisition does not. In the event that Rights Issue Admission is effected but Completion does not occur, the Directors' current intention is that the proceeds of the Rights Issue will be invested on a short term basis in government bonds, or other high-quality, highly liquid assets, while the Directors evaluate alternative uses of the funds. If no such uses can be found, the Directors will consider how best to return surplus capital to Shareholders. Such a return could carry fiscal costs for certain Shareholders, will have costs for AVEVA and would be subject to applicable securities laws.

The Rights Issue Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to all dividends or other distributions made, paid or declared by reference to a record date on or after the date of their issue, including the right to receive the proposed interim dividend announced on 5 November 2020 expected to be paid on 5 February 2021 to Shareholders on the Company's register of members as at 8 January 2021.

   3.         Intentions of Schneider Electric and of the Directors 

Schneider Electric, which currently indirectly holds 97,169,655 Existing Ordinary Shares, representing approximately 60% of the issued ordinary share capital of AVEVA as at the Latest Practicable Date, has irrevocably committed to: (a) vote (or procure a vote) in favour of the Resolution at the General Meeting pursuant to the Equity Financing Deed and the Support Agreement; and (b) take up (or cause to be taken up) in full its Nil Paid Rights in the Rights Issue on a pro rata basis, amounting to 75,576,398 Rights Issue Shares (the "Schneider Electric Rights Issue Shares"). At Completion, following the Rights Issue and the issue of the Consideration Shares, Schneider Electric's shareholding will fall from its current level of 60.1% to approximately 57.4% of the Enlarged Share Capital (assuming no acquisition of Ordinary Shares by Schneider Electric prior to the date of Completion other than the Schneider Electric Rights Issue Shares and that no Ordinary Shares other than the New AVEVA Shares are issued prior to Completion). Schneider Electric has notified the Board that it currently intends to acquire Ordinary Shares to ensure that its shareholding will remain at approximately 60% of the Enlarged Share Capital following Completion. Such acquisitions may include purchases of: (i) Nil Paid Rights during the trading period; (ii) Rights Issue Shares not taken up under the Rights Issue; and/or (iii) Ordinary Shares

in the market in the short term, whether prior to or following the date of Completion.

The Directors intend to vote in favour of the Resolution in relation to their beneficial holdings, which amount to approximately 0.1% of AVEVA's existing issued ordinary share capital as at the Latest Practicable Date. Certain Directors have confirmed their intention to subscribe for Rights Issue Shares.

   4.         Background to and strategic rationale for the Acquisition 

AVEVA is a global leader in engineering and industrial software, founded more than 50 years ago and headquartered in Cambridge, UK, with offices across 40 countries. AVEVA is recognised as one of the world's leading engineering, planning and operations, asset performance, and monitoring and control software companies, providing mission-critical software solutions to many of the world's largest companies in the process, batch and hybrid industries. AVEVA's consolidated revenue for FY 2020 was GBP833.8 million.

OSIsoft is a global leader in data historian and information management software based in San Leandro, California, US with offices around the world. OSIsoft's PI System enables its customers to connect disparate sources of sensor-based time-series data in an efficient and cost-effective manner, allowing customers to draw insights and make business decisions based on the data. OSIsoft has carried out installations in 127 countries and is widely used across the oil and gas, manufacturing, energy, utilities, pharmaceuticals and life sciences sectors, as well as in data centres, facilities and the process industries. The Directors believe there is a strong strategic rationale for an Acquisition of the OSIsoft Group. The Acquisition will enable AVEVA to broaden and deepen its relationships with existing and new clients and bring a more comprehensive product portfolio to market. The Enlarged Group will have a compelling financial profile that has a high proportion of recurring revenue and a diverse revenue base.

Significantly Enhanced Product Offering

The Acquisition of OSIsoft will combine the complementary product offerings of AVEVA and OSIsoft - bringing together AVEVA's industrial software and OSIsoft's data management - and further enhance AVEVA's portfolio of applications. The Enlarged Group will continue to lead the digitisation of the industrial world through helping customers accelerate their digital transformation and reduce their operating and capital expenses. AVEVA's enhanced product offering will deepen and entrench its relationships with existing and new customers, with efficiency, flexibility, sustainability and resilience becoming increasingly urgent requirements for customers.

Customer Diversification

The Acquisition will further diversify AVEVA's industry exposure as well as customer base within each industry segment. The Acquisition will strengthen AVEVA's position in the power and utilities, chemicals, pharmaceutical, food and beverage and life sciences segments. Following Completion, the Enlarged Group's exposure to oil and gas is expected to decrease as oil and gas customers of AVEVA contributed 40% of revenue in FY 2020 whilst oil and gas accounted for 24% of OSIsoft billings for OSIsoft FY 2019.

In addition to industry diversification, the broadening of AVEVA's customer base and product portfolio creates a further opportunity to build a less concentrated revenue base. This would represent a more secure financial profile that will be well-positioned to weather any market uncertainty or disruption.

Geographic Market Penetration

AVEVA's market reach includes an expansive network of direct sales, 4,300 SI partners, 1,200 OEM partners, and 150 distributors. Combining this commercial reach with OSIsoft's existing product suite has the potential to expand OSIsoft's reach and distribution and deepen AVEVA's relationships with its existing customers. The Acquisition of OSIsoft will increase AVEVA's penetration across the Americas, EMEA and Asia Pacific and increase the potential for cross-selling opportunities due to the high level of complementarity between AVEVA and OSIsoft's respective product portfolios. In addition, AVEVA is well positioned to strengthen OSIsoft's presence in underrepresented countries such as Japan and Germany.

Potential for Material Revenue and Cost Synergies

The Directors believe there is an opportunity to generate cost and significant revenue synergies over the medium term following Completion.

The Directors believe that a combination between OSIsoft and AVEVA will strengthen AVEVA's position in engineering and industrial software and create significant value for Shareholders. With the addition of OSIsoft's PI System, the Directors are confident that the Enlarged Group can achieve cost and significant revenue synergies in the following areas:

Complementary product sets offer extensive cross-selling opportunities - The Directors believe there is a compelling opportunity to cross-sell AVEVA's portfolio of over 70 applications into the customer base of OSIsoft, which has an installed base of over 14,000 sites across 127 countries. Applications where the Directors expect immediate opportunities include AVEVA's Predictive Analytics / AI, Unified Operations Center, Asset Performance and Reliability and Production Operations, all of which complement OSIsoft's core offering of industrial and infrastructure data management. Additional cross-selling opportunities exist within AVEVA's broad HMI / SCADA installed base, where the Company has a leading position, as well as other areas within Manufacturing Execution Systems ("MES") and Maintenance Management. OSIsoft's PI System provides HMI SCADA customers, OEMs and value-added resellers with additional capabilities to extend the value of their existing systems; customers with AVEVA's MES and Maintenance systems also provide additional opportunities for upselling and cross-selling.

Expanding OSIsoft's global reach - AVEVA is one of the largest, global, independent software companies serving the industrial and infrastructure markets with a large installed base at over 100,000 sites across vertical segments. AVEVA's open and agnostic systems are connected to over 20 billion connected points managing over 10 trillion transactions and 12 petabytes of data with over 90% of this data from non-Schneider Electric systems. AVEVA's market reach includes an expansive network of direct sales, 4,300 SI partners, 1,200 OEM partners, and 130 distributors. With the strength of AVEVA's global footprint and breadth and depth of AVEVA's installed base, AVEVA can support OSIsoft to accelerate its penetration of underrepresented regions and customer segments as well as broadening its business model to offer greater choices to its customers both commercially and technologically. Areas where OSIsoft is underrepresented and where the Directors expect short to medium-term revenue opportunities include countries such as Japan and Germany and adjacent markets such as Consumer Packaged Goods, OEM and Marine, which AVEVA serves today.

Unique go-to-market proposition with Schneider Electric - AVEVA has a unique relationship with Schneider Electric which provides it with access to Schneider Electric's global market presence and customer relationships while maintaining AVEVA's position as an independent global leader in industrial software. The Acquisition will provide OSIsoft with access to Schneider Electric's customers, allowing it to accelerate its penetration of many key accounts. The expected benefits to OSIsoft include additional market access, and new avenues for growth in buildings, data centres, infrastructure and industry, leveraging Schneider Electric's leadership in industrial automation and energy management with the most comprehensive combined product portfolio across these fields.

Enhanced Digital Twin potential, leveraging unrivalled combination of engineering and operational data - The deployment of Digital Twin solutions has emerged as a key element of digital transformation initiatives across all segments of the industrial sector. AVEVA is a market leader in the authoring and management of asset-centric engineering information. OSIsoft is a market leader in the aggregation and management of operational information. The combination of operational and engineering information, augmented by AVEVA's rich functional capability in visualisation and its performance applications for asset reliability, supply chain efficiency and operational excellence, all combine to create a unique opportunity for a comprehensive Digital Twin solution offering. AVEVA is already delivering such solutions supporting the digital transformation initiatives of customers in the Power and Energy segments, and the Acquisition will allow AVEVA to further commercialise the solution, enabling highly scalable deployment and faster time to value across additional customer groups.

Enhanced technology, innovation and scale - With the support of over 1,700 people engaged in research and development and one of AVEVA's company-wide investment priorities being Cloud, where approximately GBP25 million is being invested per annum, the Directors believe that the market adoption and future expansion of OSIsoft's Cloud products, in particular OCS, and other cloud-based offerings can be accelerated. AVEVA has successfully migrated many of its traditional on-premise offerings to the Cloud over the past five years to also be available as SaaS and transitioned its business model to include a high percentage of subscription revenue, and the Directors believe that AVEVA has the experience and key learnings to support and accelerate OSIsoft's Cloud journey and broaden its offering to customers. By combining OSIsoft's OCS offering with AVEVA's complementary Cloud capabilities, there is a unique opportunity to develop this newly created offering through AVEVA's sales channels. This will unlock additional value for both new and existing customers and drive growth for AVEVA.

Operational efficiency benefits - The Directors expect the Acquisition to allow AVEVA to drive operational efficiencies through the optimisation of cost structures. The deployment of standard operating practices and elimination of cost overlaps across the research and development, customer success and sales and marketing functions, the consolidation of overlapping office locations, the elimination of duplicate IT systems and the reduction of duplicate costs across support functions, are all areas expected to deliver cost savings as compared to AVEVA and OSIsoft as standalone propositions.

The Directors expect to realise pre-tax cash cost synergies from the Acquisition of not less than GBP20 million per annum on a run rate basis by the end of the second full financial year following Completion, which is expected to be the year ending 31 March 2023.

Compelling Financial Benefits

The Directors believe that the Acquisition will enhance the growth profile of the Enlarged Group and lead to cost and significant revenue synergies which will support AVEVA's track record of delivering superior shareholder returns. The Acquisition is expected to be accretive to earnings in AVEVA's financial year ended 31 March 2022, before synergies in part due to the material tax savings which the Directors believe will be created over a 15 year period as a result of intangible assets created by the Acquisition that can be amortised for tax purposes.

Combined Development Expertise

The combination of AVEVA and OSIsoft's first-class development and engineering teams has the potential to accelerate and improve the development of new software and technology. The Acquisition will bring together two of the leading development teams in the industrial software space, laying the foundations for a culture of continued, long-term innovation and product development.

Enhanced Combined Customer Base

The Acquisition will enable AVEVA to broaden and deepen its relationships with both existing and new customers across the highly complementary, global customer bases. AVEVA and OSIsoft have a significant shared customer base, which provides synergies in multiple industries, enabling product integration and customer value.

OSIsoft has a large, growing customer base of leading blue chip companies and is used by its customers across 14,000 sites in 127 countries. OSIsoft's systems are widely used in industries such as energy, utilities, pharmaceuticals and life sciences, as well as within data centre facilities and across the public sector including federal government. OSIsoft works with over 1,000 of the world's leading power and utilities companies, 38 of the Global Fortune Top 40 oil and gas companies, all of the Global Fortune Top 10 metals and mining companies, 37 of the 50 largest chemical and petro-chemical companies and nine of the Global Fortune Top 10 pharmaceutical companies. As businesses deploy increasing levels of sensor-enabled equipment, more assets are streaming more data, which the Directors believe will increase the need for and value derived from the PI System.

Strengthened Business Resilience

The combined group will benefit from OSIsoft's high retention rate of customers, with churn of 2.7% or less in all years from 2007 to 2019, with an average churn rate of only 1.3% over the same period. OSIsoft's customer base has consistently grown in each year since 2006. OSIsoft also has a high proportion of recurring revenue (which includes subscription and maintenance revenue), in line with AVEVA's own. This is a high quality revenue base that is well-positioned to cope with any market shocks and economic cycles, and a strong base on which to continue OSIsoft's growth.

   5.         Summary of the key terms of the Acquisition 

Stock and Unit Purchase Agreement

On 25 August 2020, AVEVA, OSIsoft and the Sellers (or their representatives, as applicable) entered into an agreement (the "Stock and Unit Purchase Agreement") under which AVEVA has agreed, on the terms and subject to the conditions of the Stock and Unit Purchase Agreement to acquire, directly or indirectly, all of the issued and outstanding ownership units of OSIsoft in exchange for: (a) the issue and delivery of 13.7 million Consideration Shares (after adjustment to take account of the Rights Issue) to Estudillo; and (b) approximately $4.4 billion of cash consideration. On Completion, OSIsoft will become an indirect wholly-owned subsidiary of AVEVA

Break fee

AVEVA will also be required to pay a termination fee of $85 million to the Sellers if the Stock and Unit Purchase Agreement is terminated due to either: (a) Completion not having occurred by 20 December 2020 as a result of a failure to satisfy the Break Fee Conditions, provided that such date will be extended to 31 March 2021, and subsequently to 30 June 2021, where any of the Break Fee Conditions (other than the Shareholder approval condition) have not been satisfied (without regard being had to the satisfaction or otherwise of the Shareholder approval condition); or (b) a government authority having prohibited the Acquisition by way of a final non-appealable order under an antitrust law or issued by CFIUS, provided that, in either case, at the time of such termination all other conditions to AVEVA's obligations to effect the Acquisition have been satisfied or would have been satisfied at Completion, and OSIsoft has not committed a material breach of the Stock and Unit Purchase Agreement which was the principal cause of Completion not having occurred and the Stock and Unit Purchase Agreement being terminated.

   6.         Further information 

Your attention is drawn to the Risk Factors set out in the Prospectus, and to the information set out in the section entitled "Important Information" in the Prospectus.

You should not subscribe for any Rights Issue Shares except on the basis of information contained or incorporated by reference into the Prospectus.

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END

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November 06, 2020 13:40 ET (18:40 GMT)

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