TIDMISYS
RNS Number : 6167X
Invensys PLC
14 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
14 January 2014
INVENSYS PLC
("Invensys")
Recommended offer for Invensys by Schneider Electric - Court
sanction of Scheme of Arrangement
Invensys announces that the Court has today sanctioned the
Scheme by which the recommended offer for Invensys by Schneider
Electric and Samos Acquisition Company is being implemented.
In order to ensure an orderly Capital Reorganisation, the last
day for dealings in and for registration of transfers of Invensys
Shares is tomorrow, 15 January 2014.
In order for the Scheme to become effective in accordance with
its terms, it remains conditional on, inter alia, Court approval
being obtained for the Capital Reduction at the Reduction Court
Hearing which is scheduled to take place on 17 January 2014.
Subject to the Court confirming the Capital Reduction, the
Scheme is expected to become effective on 17 January 2014.
The listing on the premium listing segment of the Official List
of the UK Listing Authority of the Invensys Shares and trading in
Invensys Shares on the London Stock Exchange's main market for
listed securities will be suspended at 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 have
been applied for and, subject to the Scheme becoming effective, are
expected to take effect at 8.00 a.m. (London time) on 20 January
2014.
Timetable
The Expected Timetable of Principal Events for the Offer as set
out in the scheme document dated 10 September 2013 sent or made
available to Invensys Shareholders on 12 September 2013 ("Scheme
Document") was updated in the announcement dated 13 December 2013.
The Expected Timetable of Principal Events announced on 13 December
2013 is further revised so that: (i) the Reorganisation Record Time
is 12.00 p.m. on 16 January 2014; and (ii) the Scheme Record Time
is 8.00 a.m. on 17 January 2014, but otherwise remains
unchanged.
Full details of the Offer are set out in 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.
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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