TIDMISYS TIDMTTM
RNS Number : 4903V
Invensys PLC
13 December 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
13 December 2013
INVENSYS PLC
("Invensys")
Recommended offer for Invensys by Schneider Electric - Timetable
Update
The Invensys Board is pleased to announce that, in connection
with the recommended offer made by Schneider Electric and its
wholly owned subsidiary, Samos Acquisition Company, to acquire the
entire issued and to be issued ordinary share capital of Invensys,
Schneider Electric has notified Invensys that each of the
anti-trust and regulatory Conditions to the Offer identified in
paragraphs 3(d) to 3(i) of Part A of Part III of the scheme
document sent or made available to Invensys Shareholders on 12
September 2013 (the "Scheme Document") have been satisfied.
In accordance with the terms of the Offer, an updated Expected
Timetable of Principal Events is set out below. The Scheme Court
Hearing is scheduled to be heard on 14 January 2014 and the
Effective Date of the Scheme is anticipated on 17 January 2014.
Invensys Shareholders' consideration for the Offer is expected to
be settled or despatched by no later than 30 January 2014.
The Election Return Time (being the last time for making
elections under the Mix and Match Facility, for returning Forms of
Registration in respect of the holding of New Schneider Electric
Shares and for electing to participate in the Dealing Facility) is
4.30 p.m. on 15 January 2014.
Full details of the Offer are set out in the Scheme Document.
Terms used but not otherwise defined in this announcement have the
meaning given to them in the Scheme Document.
ACTION TO BE TAKEN
A. To make an election in respect of the Mix and Match Facility
Invensys Shareholders holding Invensys Shares in certificated
form
Invensys Shareholders that hold their Invensys Shares in
certificated form wishing to make a Mix and Match Election who have
not previously returned their green Form of Election will be sent a
new green Form of Election and a new pre-paid envelope (marked with
a green flash) for use in the UK and should complete and return
this green Form of Election so as to reach Equiniti by 4.30 p.m. on
15 January 2014.
For detailed instructions on how to make a Mix and Match
Election and how to complete the green Form of Election, Invensys
Shareholders should refer to the Scheme Document, including Part
VII in particular.
Invensys Shareholders holding Invensys Shares in uncertificated
form (that is, in CREST)
Invensys Shareholders wishing to make a Mix and Match Election
and holding Invensys Shares in CREST will not have been provided a
green Form of Election and may instead submit their Electronic
Election by taking (or procuring to be taken) the actions set out
in Part VII of the Scheme Document by 4.30 p.m. on 15 January
2014.
B. Registration in connection with the New Schneider Electric Shares
Invensys Shareholders holding Invensys Shares in certificated
form
All Invensys Shareholders that hold their Invensys Shares in
certificated form and who have not previously returned their pink
Form of Registration and do not have a registered address in a
Restricted Territory are requested to complete and return this pink
Form of Registration so as to reach Equiniti by 4.30 p.m. on 15
January 2014 (whether or not you have made or intend to make a Mix
and Match Election).
Invensys Shareholders who have not yet returned their green Form
of Election and do not have a registered address in a Restricted
Territory will be sent a new pink Form of Registration and a new
pre-paid envelope (marked with a pink flash) for use in the UK.
For detailed instructions on how to complete the pink Form of
Registration and information relating to holding New Schneider
Electric Shares, please refer to the Scheme Document, including
paragraph 23 of Part II in particular.
Invensys Shareholders holding Invensys Shares in uncertificated
form (that is, in CREST)
All Invensys Shareholders that hold their Invensys Shares in
CREST, will not have been provided a pink Form of Registration and
instead you will be issued with Schneider Electric CDIs as further
described in paragraph 18 of Part II of the Scheme Document.
C. Dealing Facility
Invensys Shareholders eligible and wishing to sell all of their
New Schneider Electric Shares using the Dealing Facility who have
not yet returned their green Form of Election will be sent a new
green Form of Election which will incorporate provisions relating
to the Dealing Facility and a new pre-paid envelope (marked with a
green flash) for use in the UK (as explained in paragraph A above)
and should complete and return this so as to reach Equiniti by 4.30
p.m. on 15 January 2014.
For detailed instructions on how to sell all of your New
Schneider Electric Shares using the Dealing Facility including your
eligibility to participate in the Dealing Facility and how to
complete the green Form of Election, please refer to the Scheme
Document, including Part VII and the terms and conditions of the
Dealing Facility in particular.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Scheme Court Hearing 14 January 2014
Last day of dealings in, and for registration 15 January 2014
of transfers, and disablement in CREST,
of Invensys Shares
Latest time for receipt of pink Forms 4.30 p.m. on 15 January
of Registration 2014
Latest time for receipt of green Forms 4.30 p.m. on 15 January
of Election or Electronic Elections 2014
from CREST holders
Reorganisation Record Time 6.00 p.m. on 15 January
2014
Date on which the Capital Reorganisation 16 January 2014
takes place under the Scheme
Reduction Court Hearing (to confirm 17 January 2014
the Capital Reduction)
Scheme Record Time 6.00 p.m. on 17 January
2014
Date on which the Capital Reduction 17 January 2014
takes place under the Scheme
Effective Date of the Scheme 17 January 2014
Cancellation of listing of Invensys 8.00 a.m. on 20 January
Shares 2014
Issue of New Schneider Electric Shares on or around 20 January
2014
Commencement of dealings in New Schneider on or around 20 January
Electric Shares on Euronext Paris (Compartiment 2014
A)
Schneider Electric CDIs credited to on or around 21 January
CREST accounts (in respect of Scheme 2014
Shares held in uncertificated form only)
Despatch of cheques in respect of cash by no later than
consideration and statements of entitlements 30 January 2014
to New Schneider Electric Shares; settlement
of cash consideration and entitlements
to New Schneider Electric Shares through
CREST
The time of the Scheme Court Hearing, directed to be heard
before a Judge of the Chancery Division at The Rolls Building, 7
Rolls Buildings, Fetter Lane, London EC4A 1NL on 14 January 2014,
is expected to be published on the Judges daily cause list of the
Chancery Division of the High Court on 13 January 2014 and will be
made available on Invensys' website at www.invensys.com once
published.
The expected dates set out above could be subject to change. Any
changes will be announced through a Regulatory Information Service.
Further updates will be provided as appropriate.
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 +44 (0)20 3155 1301
Steve Devany, Head of Corporate Communications
Shareholder Helpline:
If you have any questions relating to this announcement or the
completion the Form of Election or the Form of Registration, please
call the Shareholder Helpline on 0871 384 2927 (from within the UK)
or on +44 121 415 0188 (if calling from outside the UK). Calls to
the 0871 number are charged at 10 pence per minute (including VAT)
plus network extras. Lines are open from 8.30 a.m. to 5.30 p.m.
(London time) Monday to Friday (except UK public holidays). Calls
to the Shareholder Helpline from outside the UK will be charged at
the applicable international rate. Different charges may apply to
calls from mobile telephones and calls may be recorded and randomly
monitored for security and training purposes. Please note that the
Shareholder Helpline operators cannot provide advice on the merits
of the Scheme or the Offer or give financial, tax, investment or
legal advice.
Important Information
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. 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.
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
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