TIDMAVV
RNS Number : 1460I
AVEVA Group PLC
10 December 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND,
JAPAN, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO
DO SO WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN THIS
ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE
RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE
ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY RIGHTS ISSUE SHARES MUST
BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE
PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE AT
HTTPS://INVESTORS.AVEVA.COM.
10 December 2020
AVEVA GROUP PLC
RESULTS OF RIGHTS ISSUE
AVEVA Group plc ("AVEVA" or the "Company") announces that the 7
for 9 rights issue of 125,739,796 Rights Issue Shares at 2,255
pence per Rights Issue Share announced on 6 November 2020 (the
"Rights Issue") closed for acceptances at 11.00 a.m. on 9 December
2020. The Company received valid acceptances in respect of
124,614,787 Rights Issue Shares, representing approximately 99.1
per cent. of the total number of Rights Issue Shares to be issued
pursuant to the fully committed and underwritten Rights Issue.
It is expected that the Rights Issue Shares in uncertificated
form will be credited to CREST accounts by no later than today and
that definitive share certificates in respect of Rights Issue
Shares held in certificated form will be despatched by no later
than 23 December 2020.
It is expected that the Rights Issue Shares will commence
trading, fully paid, on the London Stock Exchange plc's main market
for listed securities at 8.00 a.m. (London time) today.
In accordance with their obligations as underwriters in respect
of the Rights Issue as set out in the combined prospectus and
circular dated 6 November 2020 (the "Prospectus"), J.P. Morgan
Securities plc, Numis Securities Limited, Barclays Bank PLC, BNP
PARIBAS, and Banco Santander S.A. (the "Underwriters") will use
reasonable endeavours to procure, on behalf of the Company,
subscribers for the remaining 1,125,009 Rights Issue Shares not
taken up by Qualifying Shareholders (including the Rights Issue
Shares in respect of certain Shareholders with registered
addresses, or who are resident or located, in the United States or
any of the Excluded Territories and the Rights Issue Shares
representing the aggregate of fractions as a result of the Rights
Issue), failing which the Underwriters have agreed to subscribe
themselves for (in the agreed proportions), on a several basis, or
procure that sub-underwriters acquire, any remaining Rights Issue
Shares at the Rights Issue Price.
The net proceeds from the placing of such Rights Issue Shares
(after the deduction of the Rights Issue Price of 2,255 pence per
Rights Issue Share and the expenses of procuring subscribers) will
be paid to the relevant Qualifying Shareholders pro-rated, except
that individual amounts of less than GBP5.00 per holding will not
be paid to such persons but will ultimately accrue for the benefit
of the Company.
A further announcement as to the number of Rights Issue Shares
for which subscribers have been procured will be made in due
course.
Unless the context otherwise requires, words and expressions
defined in the Prospectus shall have the same meanings in this
announcement.
Enquiries:
AVEVA Group plc
Matt Springett (Head of Investor Relations)
Tel: +44 7789 818 684
Lazard
Financial Adviser to AVEVA
Cyrus Kapadia
Keiran Wilson
Tel: +44 20 7187 2000
Numis Securities
Joint Corporate Broker and Sponsor to AVEVA, Joint Global
Co-ordinator and Joint Bookrunner
Simon Willis
Jamie Loughborough
Jonny Abbott
Jono Mawson
Tel: +44 20 7260 1000
J.P. Morgan Cazenove
Joint Corporate Broker to AVEVA, Joint Global Co-ordinator and
Joint Bookrunner
Bill Hutchings
Ed Digby
Tel: +44 20 7742 4000
FTI Consulting LLP
PR Adviser to AVEVA
Edward Bridges
Dwight Burden
Tel: +44 20 3727 1017
Important Notices
This announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this announcement or on its accuracy or completeness. The
information in this announcement is subject to change.
This announcement is not a prospectus but an advertisement.
Neither this announcement nor anything contained in it shall form
the basis of, or be relied upon in conjunction with, any offer or
commitment whatsoever in any jurisdiction. Investors should not
acquire any Rights Issue Shares referred to in this announcement
except on the basis of the information contained in the Prospectus
published by the Company in connection with the Rights Issue and
the Acquisition.
A copy of the Prospectus is available on the Company's website
at https://investors.aveva.com. Neither the content of the
Company's website nor any website accessible by hyperlinks on the
Company's website is incorporated in, or forms part of, this
announcement. The Prospectus provides further details of the Rights
Issue Shares, the Nil Paid Rights and the Fully Paid Rights offered
pursuant to the Rights Issue.
This announcement (and the information contained herein) is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in, into or within the United States of
America, its territories and possessions, any State of the United
States or the District of Columbia (collectively, the "United
States"). This announcement is for informational purposes only and
is not an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States absent
registration under the US Securities Act of 1933, as amended (the
"US Securities Act"), or an exemption therefrom. The Nil Paid
Rights, Fully Paid Rights and Rights Issue Shares referred to
herein 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, and may not be offered or sold,
taken up, resold, transferred or delivered in the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the US Securities Act
and in accordance with any applicable securities laws of any state
or other jurisdiction of the United States. There will be no public
offer of the Nil Paid Rights, Fully Paid Rights and Rights Issue
Shares in the United States.
This announcement (and the information contained herein) and the
Prospectus do not constitute a prospectus pursuant to the Swiss
Financial Services Act ("FinSA"), and neither this announcement nor
the Prospectus may be distributed or otherwise made available in
Switzerland in a manner which would require the publication of a
prospectus pursuant to the FinSA in Switzerland. The Rights Issue
Shares may not be publicly offered directly or indirectly in or
into Switzerland within the meaning of the FinSA, except: (a) to
any investor that qualifies as a professional client within the
meaning of the FinSA; (b) to fewer than 500 investors (other than
professional clients within the meaning of the FinSA); or (c) in
any other circumstances falling within article 36 of the FinSA,
provided, in each case, that no such offer referred to in (a)
through (c) above shall require the publication of a prospectus
pursuant to the FinSA. The Rights Issue Shares will not be listed
or admitted to trading on any trading venue in Switzerland.
No prospectus has been or will be filed with any securities
commission or similar regulatory authority in Canada in connection
with the offer and sale of securities. Any offer and sale of
securities in Canada will be made on a private placement basis only
in accordance with the terms and conditions set out in the
Prospectus, is exempt from the requirement that the issuer prepares
and files a prospectus under applicable Canadian securities laws
and is available only to investors that: (a) purchase as principal,
or are deemed to be purchasing as principal in accordance with
applicable Canadian securities laws, for investment only and not
with a view to resale or redistribution; (b) are "accredited
investors" as such term is defined in section 1.1 of National
Instrument 45-106 Prospectus Exemptions or, in Ontario, as such
term is defined in section 73.3(1) of the Securities Act (Ontario);
and (c) are "permitted clients" as such term is defined in section
1.1 of National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations.
The information contained in this announcement and the
Prospectus is not for release, publication or distribution to
persons in the United States, Australia, Canada, New Zealand,
Japan, Singapore, South Africa or any other jurisdiction where the
extension or availability of the Rights Issue (and any other
transaction contemplated thereby) would breach any applicable law
or regulation, and, subject to certain exceptions, should not be
distributed, forwarded to or transmitted in or into any
jurisdiction, where to do so might constitute a violation of local
securities laws or regulations.
The distribution of this announcement, the Prospectus and the
offering or transfer of Rights Issue Shares into jurisdictions
other than the United Kingdom may be restricted by law, and,
therefore, persons into whose possession this announcement, the
Prospectus and/or any accompanying documents comes should inform
themselves about and observe any such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction. In particular, subject to
certain exceptions, this announcement, the Prospectus should not be
distributed, forwarded to or transmitted in or into the United
States, Australia, Canada, New Zealand, Japan, Singapore, South
Africa or any other jurisdiction where the extension or
availability of the Rights Issue (and any other transaction
contemplated thereby) would breach any applicable law or
regulation. Recipients of this announcement and/or the Prospectus
should conduct their own investigation, evaluation and analysis of
the business, data and property described in this announcement
and/or the Prospectus.
This announcement does not constitute a recommendation
concerning any investor's options with respect to the Rights Issue.
The price and value of securities can go down as well as up. Past
performance is not a guide to future performance. The contents of
this announcement are not to be construed as legal, business,
financial or tax advice. Each shareholder or prospective investor
should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
Notice to all investors
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority
(the "FCA"), is acting exclusively as financial adviser to AVEVA
and no one else in connection with the Rights Issue and the
Acquisition and will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the
Rights Issue or the Acquisition and will not be responsible to
anyone other than AVEVA for providing the protections afforded to
the clients of Lazard nor for giving advice in relation to the
Rights Issue, the Acquisition or any transaction, arrangement or
any other matters referred to in this announcement.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
as sponsor, joint broker, joint global co-ordinator and joint
bookrunner to AVEVA and no one else in connection with the Rights
Issue and the Acquisition and will not regard any other person
(whether or not a recipient of this announcement) as a client in
relation to the Rights Issue or the Acquisition and will not be
responsible to anyone other than AVEVA for providing the
protections afforded to the clients of Numis nor for giving advice
in relation to the Rights Issue or the Acquisition or any
transaction, arrangement or any other matter referred to in this
announcement.
J.P. Morgan Securities plc (which conducts its UK investment
banking business as J.P. Morgan Cazenove), which is authorised in
the United Kingdom by the Prudential Regulation Authority (the
"PRA") and regulated in the United Kingdom by the FCA and the PRA,
is acting exclusively as joint broker, joint global co-ordinator
and joint bookrunner to AVEVA and no one else in connection with
the Rights Issue and will not regard any other person (whether or
not a recipient of this announcement) as a client in relation to
the Rights Issue and will not be responsible to anyone other than
AVEVA for providing the protections afforded to the clients of J.P.
Morgan Cazenove nor for giving advice in relation to the Rights
Issue or any transaction, arrangement or any other matter referred
to in this announcement.
Barclays Bank PLC ("Barclays"), which is authorised in the
United Kingdom by the PRA and regulated in the United Kingdom by
the FCA and the PRA, is acting exclusively for AVEVA and no one
else in connection with the Rights Issue and will not regard any
other person (whether or not a recipient of this announcement) as a
client in relation to the Rights Issue and will not be responsible
to anyone other than AVEVA for providing the protections afforded
to the clients of Barclays nor for giving advice in relation to the
Rights Issue or any transaction, arrangement or any other matter
referred to in this announcement.
BNP PARIBAS, which is lead supervised by the European Central
Bank ("ECB") and the Autorité de Contrôle Prudentiel et de
Résolution ("ACPR") (and its London Branch is authorised by the
ECB, the ACPR and the PRA and subject to limited regulation by the
FCA and the PRA), is acting exclusively for AVEVA and no one else
in connection with the Rights Issue and will not regard any other
person (whether or not a recipient of this announcement) as a
client in relation to the Rights Issue and will not be responsible
to anyone other than AVEVA for providing the protections afforded
to the clients of BNP PARIBAS nor for giving advice in relation to
the Rights Issue or any transaction, arrangement or any other
matter referred to in this announcement.
Banco Santander S.A. ("Santander"), which is authorised by the
Bank of Spain and is enrolled in the Administrative Register of the
Bank of Spain with number 0049, and is subject to supervision by
the ECB and by the Bank of Spain, and subject to limited regulation
in the United Kingdom by the FCA and the PRA, is acting exclusively
for AVEVA and no one else in connection with the Rights Issue and
will not regard any other person (whether or not a recipient of
this announcement) as a client in relation to the Rights Issue and
will not be responsible to anyone other than AVEVA for providing
the protections afforded to the clients of Santander nor for giving
advice in relation to the Rights Issue or any transaction,
arrangement or any other matter referred to in this
announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Lazard and the Underwriters by the Financial
Services and Markets Act 2000, as amended ("FSMA") or the
regulatory regime established thereunder or under the regulatory
regime of any jurisdiction where the exclusion of liability under
the relevant regulatory regime would be illegal, void or
unenforceable, none of Lazard, the Underwriters, nor any of their
respective affiliates, directors, officers, employees or advisers,
accepts any responsibility or liability whatsoever nor makes any
representation or warranty, express or implied concerning the
contents of this announcement, including its accuracy, completeness
or verification, or regarding the legality of any investment in the
Rights Issue Shares, the Nil Paid Rights or the Fully Paid Rights
by any person under the laws applicable to such person, or
concerning any other statement made or purported to be made by
AVEVA, or on AVEVA's behalf, or by any of Lazard or the
Underwriters, or on behalf of any of Lazard or the Underwriters in
connection with AVEVA, the Rights Issue Shares, the Nil Paid
Rights, the Fully Paid Rights, the Rights Issue or the Acquisition
and nothing in this announcement is or shall be relied upon as a
promise or representation in this respect, whether as to the past,
present or future. To the fullest extent permitted by law, each of
Lazard, the Underwriters and their respective affiliates,
directors, officers, employees and advisers accordingly disclaim
all and any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) which they might otherwise have in respect of this
announcement or any such statement.
In connection with the Rights Issue, the Underwriters and any of
their respective affiliates may, in accordance with applicable
legal and regulatory provisions, take up a portion of the Rights
Issue Shares as a principal position and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their
own account in the securities of AVEVA and related or other
securities and instruments (including Rights Issue Shares) and may
offer or sell such securities other than in connection with the
Rights Issue. Accordingly, references in this document to Rights
Issue Shares being offered should be read as including any offering
of Rights Issue Shares to any of the Underwriters or any of their
respective affiliates acting in such capacity. In addition, certain
Underwriters or their affiliates may enter into financing
arrangements (including margin loans) with investors in connection
with which such Underwriters (or their affiliates) may from time to
time acquire, hold or dispose of Rights Issue Shares. Except as
required by applicable law or regulation, none of the Underwriters
or their respective affiliates propose to make any public
disclosure in relation to such transactions.
In the event that the Underwriters acquire Rights Issue Shares
which are not taken up by Qualifying Shareholders, the Underwriters
may co-ordinate disposals of such shares in accordance with
applicable law and regulation. Except as required by applicable law
or regulation, the Underwriters and their respective affiliates do
not propose to make any public disclosure in relation to such
transactions.
Ashurst LLP is acting as legal adviser to AVEVA in connection
with the Rights Issue.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Rights Issue Shares, the Nil Paid Rights and the Fully Paid
Rights have been subject to a product approval process, which has
determined that such securities are: (x) compatible with an end
target market of investors who meet the criteria of retail and
professional clients and eligible counterparties, each as defined
in MiFID II; and (y) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Rights Issue Shares may decline
and investors could lose all or part of their investment, the
Rights Issue Shares offer no guaranteed income and no capital
protection; and an investment in the Rights Issue Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluation
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Rights Issue. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, the
Underwriters will only procure investors who meet the selling
restrictions including the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Rights Issue
Shares, the Nil Paid Rights and the Fully Paid Rights.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Rights Issue Shares and
determining appropriate distribution channels.
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END
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