INVENSYS GETS 505P/SHR INDICATIVE OFFER FROM SCHNEIDER ELECTRIC
(The following is a reformatted version of a press release issued by Invensys plc and received via electronic mail. The release was confirmed by the sender.)
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 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”) AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE
11 July 2013
Response to speculation
Following recent speculation, the Board of Invensys plc (“Invensys” or the “Company”) confirms that it has received an indicative offer from Schneider Electric SA (“Schneider”) of 505 pence per ordinary share (the “Offer Price”), of which 319 pence per ordinary share is in cash and 186 pence per ordinary share is in new Schneider shares, for the entire issued and to be issued ordinary share capital of Invensys (the “Possible Offer”). The Board of Invensys has indicated to Schneider that it is likely to recommend a firm offer at the Offer Price.
Invensys and Schneider are in discussions about the details of the Possible Offer which is conditional on, amongst other things, diligence.
This announcement has been made without the consent of Schneider and there can be no certainty that any firm offer will be made nor as to the terms on which any firm offer might be made. Invensys shareholders will be kept informed of relevant developments and a further announcement will be made as appropriate.
In accordance with Rule 2.6(a) of the Code, Schneider is now required, by no later than 5:00 p.m. on 8 August 2013, to either announce a firm intention to make an offer for Invensys in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. The deadline can be extended with the consent of the Takeover Panel (the “Panel”) in accordance with Rule 2.6(c) of the Code and will cease to apply in the circumstances set out in Rule 2.6(b) of the Code (a firm intention to make an offer for Invensys in accordance with Rule 2.7 of the Code being announced by another offeror prior to the deadline).
In accordance with Rule 2.10 of the Code, the Company announces that, as at the date of this announcement, it has 655,097,694 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 also has 1,270,053 B redeemable preference shares of 76.7 pence each in issue. 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.
Enquiries: Invensys plc +44 (0)20 3155 1301 Steve Devany
Barclays (Financial Adviser and Corporate Broker to Invensys) +44 (0)20 7623 2323 Richard Taylor Mark Todd
J.P. Morgan Cazenove (Financial Adviser and Corporate Broker to Invensys) +44 (0)20 7742 4000 Edmund Byers Dwayne Lysaght
FTI Consulting (PR Adviser to Invensys) +44 (0)20 7269 7291 Richard Mountain +44 (0) 7909 684466 Andrew Lorenz +44 (0) 7775 641807