TIDMAVV
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: +44 (0) 1223
James Kidd 55 6655
David Ward
Matt Springett
Lead Financial Adviser to AVEVA
Lazard Tel: +44 (0) 20 7187
2000
Cyrus Kapadia
Richard Hoyle
Philippe Noël
Corporate Broker, Sponsor and Financial Adviser to AVEVA
Numis Tel: +44 (0) 20 7260
1000
Simon Willis
Jamie Lillywhite
Financial PR Adviser to AVEVA
FTI Consulting Tel: +44 (0) 20 3727
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
END
ROMGMGZLGLFGNZM
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