TIDMAVV
RNS Number : 5737E
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. COPIES OF THE
PROSPECTUS WILL BE AVAILABLE ON ITS WEBSITE AT
HTTPS://INVESTORS.AVEVA.COM.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
6 November 2020
AVEVA GROUP PLC
PUBLICATION OF COMBINED CIRCULAR AND PROSPECTUS
Further to the announcement earlier today by AVEVA Group plc
(the "Company") relating to a fully committed and underwritten
rights issue to raise gross proceeds of approximately GBP2.835
billion (the "Rights Issue"), the Company has published a combined
circular and prospectus which has been approved by the Financial
Conduct Authority (the "Prospectus") in connection with the
Company's proposed acquisition of OSIsoft, LLC and Rights
Issue.
The Prospectus will be submitted to the National Storage
Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The
Prospectus is also available for inspection on the Company's
website: https://investors.aveva.com
The defined terms set out in the Prospectus apply in this
announcement.
For further information, please contact:
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.
A copy of the Prospectus is available on the Company's 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 provides 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 and the Provisional
Allotment Letters 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 the
Prospectus.
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
PDIKKABQABDDODK
(END) Dow Jones Newswires
November 06, 2020 11:48 ET (16:48 GMT)
Aveva (LSE:AVV)
Historical Stock Chart
From Sep 2024 to Oct 2024
Aveva (LSE:AVV)
Historical Stock Chart
From Oct 2023 to Oct 2024