TIDMISYS
RNS Number : 2298Q
Invensys PLC
10 October 2013
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
INVENSYS PLC
(the "Company" or "Invensys")
Results of Shareholder Meetings - 10 October2013
The Invensys Board is pleased to announce that, at the Court
Meeting and the General Meeting held earlier today in connection
with the recommended offer to be made by Schneider Electric S.A.
and its wholly owned subsidiary, Samos Acquisition Company Limited,
to acquire the entire issued and to be issued ordinary share
capital of the Company to be effected by way of a scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme"),
Invensys Shareholders voted to:
- approve the Scheme by the necessary majority at the Court
Meeting; and
- pass the Special Resolution to implement the Scheme at the
General Meeting.
Details of these resolutions passed are set out in the notices
of the Court Meeting and General Meeting contained in the scheme
document dated 10 September 2013 sent or made available to Invensys
Shareholders (the "Scheme Document").
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Document.
Voting results of the Court Meeting
Results of poll at the Court Meeting held on 10 October 2013
were as follows:
Results Number of Percentage Number of Percentage Number of
of Court Scheme Shares of Scheme Scheme Shareholders of Scheme Scheme Shares
Meeting voted Shares voted who voted Shareholders voted as
who voted a percentage
of issued
ordinary
share capital
----------- --------------- -------------- --------------------- -------------- ---------------
FOR 335,933,077 99.94 3,441 91.88 51.26
----------- --------------- -------------- --------------------- -------------- ---------------
AGAINST 193,071 0.06 304 8.12 0.03
----------- --------------- -------------- --------------------- -------------- ---------------
TOTAL 336,126,148 100 3,745 100 51.29
----------- --------------- -------------- --------------------- -------------- ---------------
Voting results of the General Meeting
Results of the poll at the General Meeting held on 10 October
2013 were as follows:
FOR AGAINST TOTAL WITHHELD*
---------------------------------------------- -------------------- -------------------- ------------ ------------
Special Resolution No. of Votes % No. of Votes % No. of Votes No. of Votes
Votes Votes
============================================== ============ ====== ============ ====== ============ ============
1. To give effect to the Scheme, as set out in
the Notice of General Meeting, including the
subdivision and reclassification of Scheme
Shares, amendments to the Articles of
Association,
the reduction of capital, the capitalisation
of reserves and authority to allot and the
amendment
to the rules of share schemes. 336,559,093 99.95 177,497 0.05 336,736,590 872,006
---------------------------------------------- ------------ ------ ------------ ------ ------------ ------------
* A vote withheld is not a vote in law and counts neither "For"
nor "Against" the Special Resolution.
Effective Date and Timetable
Completion of the acquisition remains subject to satisfaction or
waiver of the other Conditions set out in the Scheme Document
including the satisfaction of certain regulatory Conditions as well
as the Court sanctioning the Scheme and the associated reduction of
Invensys share capital at Court Hearings. The expected timetable of
principal events for the implementation of the Scheme is set out on
pages 10 and 11 of the Scheme Document. As described in detail in
the Scheme Document, the expected date of the Scheme Court Hearing
(to sanction the Scheme) and each of the subsequent dates set out
in this timetable could be subject to change. These dates will
depend, among other things, on the date on which the regulatory and
other Conditions to the Scheme and the Offer are satisfied or, if
capable of waiver, waived.
If any of the key dates set out in the expected timetable
change, Invensys will give notice of this change by issuing an
announcement through a Regulatory Information Service and by making
such announcement available on Schneider Electric's and Invensys'
websites at www.schneider-electric.com and www.invensys.com,
respectively.
A copy of the Special Resolution and the amended articles of
association will be submitted to the National Storage Mechanism and
will thereafter be available for inspection at
www.hemscott.com/nsm.do.
A copy of this announcement and the amended articles of
association will also be available on Invensys' website at
www.invensys.com.
Name of Company official responsible for making notification:
Timothy Maw, Interim Company Secretarial Professional
Date of notification: 10 October 2013
Enquiries:
+44 (0)20 3155
Invensys 1301
Steve Devany, Head of Corporate Communications
Barclays (Financial Adviser and Corporate +44 (0)20 7623
Broker to Invensys) 2323
Richard Taylor
Mark Todd
J.P. Morgan Cazenove (Financial Adviser and +44 (0)20 7742
Corporate Broker to Invensys) 4000
Edmund Byers
Dwayne Lysaght
+44 (0)20 7269
FTI Consulting (PR Adviser to Invensys) 7291
+44 (0) 7909
684466
Richard Mountain +44 (0) 7775
Andrew Lorenz 641807
Important Notices
Barclays Bank PLC, acting through its investment bank
("Barclays"), which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting exclusively for Invensys
and no one else in connection with the matters described herein and
will not be responsible to anyone other than Invensys for providing
the protections afforded to its clients or for providing advice in
relation to the matters described in this announcement or any
transaction or any other matters referred to herein.
J.P. Morgan Limited, which conducts its UK investment banking
businesses as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority. J.P. Morgan Cazenove is acting as financial
adviser and broker exclusively for Invensys and no one else in
connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the
matters in this announcement and will not be responsible to anyone
other than Invensys for providing the protections afforded to
clients of J.P. Morgan Cazenove, nor for providing advice in
relation to any matter referred to herein.
This announcement 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 will contain the full
terms and Conditions of the Offer, including details of how to vote
in respect of the acquisition. The Prospectus in relation to the
New Schneider Electric Shares will be published by Schneider
Electric on the date on which the Scheme Document is posted, and
will contain information about Schneider Electric and the New
Schneider Electric Shares.
This announcement has been prepared for the purpose of complying
with English law 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.
Invensys and Schneider Electric urge Invensys Shareholders to
read the Scheme Document because it contains important information
relating to the Offer.
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. A transaction effected by means of a scheme of
arrangement is not subject to proxy solicitation or tender offer
rules under the US Exchange Act. Accordingly, 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.
However, if Schneider Electric were to elect to implement the Offer
by means of a takeover offer, such takeover offer will be made in
compliance with all applicable laws and regulations, including
Section 14(e) of the US Exchange Act and Regulation 14E thereunder.
Such a takeover would be made in the United States by Schneider
Electric and/or Samos Acquisition Company and no one else. In
addition to any such takeover offer, Schneider Electric, Samos
Acquisition Company, certain affiliated companies and the nominees
or brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Invensys outside such takeover
offer during the period in which such takeover offer would remain
open for acceptance. If such purchases or arrangements to purchase
were to be made they would be made outside the United States and
would comply with applicable law, including the US Exchange Act.
Any information about such purchases will be disclosed as required
in the UK, will be reported to a Regulatory Information Service of
the UKLA and will be available on the London Stock Exchange
website: www.londonstockexchange.com.
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.
Invensys Shareholders who will be affiliates of Schneider Electric
after the Effective Date will be subject to certain US transfer
restrictions relating to the New Schneider Electric Shares received
pursuant to the Scheme. For a description of these and certain
further restrictions on offers, sales and transfers of the New
Schneider Electric Shares and the distribution of the Scheme
Document, see paragraph 22 of Part II of the Scheme Document.
Holders of Invensys ADSs should refer to paragraph 19 of Part II of
the Scheme Document.
The receipt of New Schneider Electric Shares and cash pursuant
to the Offer by a US Invensys Shareholder or the receipt of cash
pursuant to the arrangements for holders of Invensys ADSs will be a
taxable transaction for US federal income tax purposes and may also
be a taxable transaction under applicable state and local, as well
as foreign and other tax laws. Each Invensys Shareholder is urged
to consult his independent professional advisor immediately
regarding the tax consequences of acceptance of the offer.
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.
None of the securities referred to in this announcement have
been approved or disapproved by the SEC, any state securities
commission in the United States or any other US regulatory
authority, nor have such authorities passed upon or determined the
adequacy or accuracy of the information contained in this
announcement. Any representation to the contrary is a criminal
offence in the United States. 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 and no
person may vote in favour of the Offer by any such use, means,
instrumentality or form within a Restricted Territory or any other
jurisdiction if to do so would constitute a violation of the laws
of 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.
Dealing Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm (London time) on the 10th business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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