Invensys PLC Rule 2.10 Announcement (3483Q)
11 Oktober 2013 - 3:55PM
UK Regulatory
TIDMISYS
RNS Number : 3483Q
Invensys PLC
11 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
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.10 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE")
11 October 2013
Invensys plc
Rule 2.10 Announcement
In accordance with Rule 2.10 of the Code, the Company announces
that, as at the date of this announcement, it has 655,354,204
ordinary shares of 12.5 pence each in issue and admitted to trading
on the main market of the London Stock Exchange. The International
Securities Identification Number for the ordinary shares is
GB00B979H674.
The Company has a sponsored Level 1 American Depositary Receipts
('ADR') programme for which Deutsche Bank Trust Company Americas
acts as Depositary. One ADR represents one ordinary share of 12.5
pence. The Company's ADRs trade on the over-the-counter ('OTC')
market in the United States and the ADRs are quoted on the OTCQX
International Premier market tier. The International Securities
Identification Number for these securities is US4612043079.
The redeemable preference shares of 76.7 pence each in issue
(referred to as the 'B Shares') are not 'relevant securities' for
the purposes of the Code and consequently have been removed from
the Rule 2.10 announcement. The International Securities
Identification Number for the B redeemable preference shares is
GB00B979JJ47.
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be available on the Company's website at
www.invensys.com.
Further information
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.
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. 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.
Any offer (if made) will be made solely by certain offer
documentation which will contain the full terms and conditions of
any offer (if made). This announcement has been prepared in
accordance with English law and the Code, and information disclosed
may not be the same as that which would have been prepared in
accordance with laws outside of the United Kingdom. The release,
distribution or publication of this announcement in jurisdictions
outside of the United Kingdom may be restricted by law, and
therefore persons into whose possession this announcement comes
should inform themselves about, and observe, any such restrictions.
Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper 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 paper
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 paper 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 paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper 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 paper
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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