TIDMISYS
RNS Number : 9514X
Invensys PLC
17 January 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
17 January 2014
INVENSYS PLC
("Invensys")
Recommended offer for Invensys by Schneider Electric - Court
confirmation of Capital Reduction, Results of the Mix and Match
Elections and Scheme Effective
Further to the announcement dated 14 January 2014 that the Court
had sanctioned the Scheme, Invensys announces that at the Reduction
Court Hearing the Capital Reduction was today confirmed by the
Court.
Following the delivery of the Court Orders to the Registrar of
Companies, the Scheme to effect the recommended acquisition of
Invensys by Schneider Electric and Samos Acquisition Company has
now become effective in accordance with its terms and the entire
issued ordinary share capital of Invensys is now owned by Schneider
Electric and Samos Acquisition Company.
Share Elections in respect of 451,566,108 Scheme Shares,
representing approximately 68.11 per cent. of the aggregate number
of Scheme Shares, and Cash Elections in respect of 47,290,737
Scheme Shares, representing approximately 7.13 per cent. of the
aggregate number of Scheme Shares, were made by Scheme
Shareholders. The ability to satisfy all elections for cash
consideration and/or New Schneider Electric Shares made by Invensys
Shareholders was dependent on other Invensys Shareholders making
equal and opposite elections.
Accordingly, pursuant to the terms of the Scheme, Scheme
Shareholders who made valid Cash Elections have had such elections
satisfied in full and will receive 502 pence per Scheme Share.
Scheme Shareholders who made valid Share Elections have had such
elections scaled down on a pro rata basis by approximately 96.34
per cent. and will receive 0.1002262076 of a New Schneider Electric
Share per Scheme Share in respect of a Share Election that has been
satisfied in full.
Scheme Shareholders will receive the basic offer consideration,
which is 372 pence in cash and 0.025955 of a New Schneider Electric
Share, per Scheme Share in respect of the balance of their Scheme
Shares on which a Share Election has not been satisfied in full or
for which no valid election under the Mix and Match Facility has
been made.
Invensys Shareholders' consideration for the Offer will be
settled or despatched by no later than 30 January 2014.
As announced on 16 January 2014, the listing of the Invensys
Shares on the premium listing segment of the Official List of the
UK Listing Authority and trading in Invensys Shares on the London
Stock Exchange's main market for listed securities were suspended
with effect from 7.30 a.m. (London time) on 16 January 2014.
The delisting of Invensys Shares from the premium listing
segment of the Official List of the UK Listing Authority and the
cancellation of admission to trading of Invensys shares on the
London Stock Exchange's main market for listed securities will take
place at 8.00 a.m. (London time) on 20 January 2014.
Full details of the Offer are set out in the scheme document
dated 10 September 2013 sent or made available to Invensys
Shareholders on 12 September 2013 (the Scheme Document).
Capitalised terms used but not otherwise defined in this
announcement have the meaning given to them in the Scheme
Document.
A copy of this announcement will be available on Schneider
Electric's and Invensys' websites at www.schneider-electric.com and
www.invensys.com, respectively.
Enquiries:
Invensys plc +44 (0)20 3155 1301
Steve Devany, Head of Corporate Communications
Important Information
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation or solicitation of any offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction.
The New Schneider Electric Shares are not being offered to the
public by means of this announcement. This announcement is an
advertisement and is for information purposes only and does not
constitute a prospectus or prospectus equivalent document.
The Offer will be made solely by means of the Scheme Document or
any document by which the Offer is made which contain the full
terms and Conditions of the Offer including the non-certified
English translation of the French prospectus (visa n 13-481).
This announcement has been prepared for the purpose of complying
with the laws of England and Wales and the Code and the 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 of jurisdictions outside the United Kingdom.
Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements. Any failure to comply with these
requirements may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Offer
disclaim any responsibility or liability for the violation of such
requirements by any person.
The Offer relates to shares of a UK company and is proposed to
be effected by means of a scheme of arrangement under the laws of
England and Wales. The Scheme is subject to the disclosure
requirements, rules and practices applicable in the United Kingdom
to schemes of arrangement, which differ from the requirements of US
proxy solicitation or tender offer rules.
The New Schneider Electric Shares 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.
Accordingly, the New Schneider Electric Shares may not be offered,
sold, resold, delivered, distributed or otherwise transferred,
directly or indirectly, in or into the United States absent
registration under the US Securities Act or an exemption therefrom.
The New Schneider Electric Shares are expected to be issued in
reliance upon the exemption from the registration requirements of
the US Securities Act provided by Section 3(a)(10) thereof.
It may be difficult for US Invensys Shareholders to enforce
their rights and claims arising out of the US federal securities
laws, since Schneider Electric and Invensys are located in
countries other than the United States, and some or all of their
officers and directors may be residents of countries other than the
United States. US Invensys Shareholders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves
to a US court's judgement.
Unless otherwise determined by Schneider Electric or required by
the Code, and permitted by applicable law and regulation, the Offer
will not be made available, directly or indirectly, in, into or
from a jurisdiction where to do so would violate the laws in that
jurisdiction. Accordingly, copies of this announcement and all
documents relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Offer (including
custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions where
to do so would violate the laws in that jurisdiction.
The availability of the Offer to Invensys Shareholders who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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