Invensys offer: Publication of a prospectus

PR Newswire/Les Echos/ 
Financial information 
 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
 ANY JURISDICTIONS WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT 


                           LAWS OF SUCH JURISDICTION
                              RECOMMENDED OFFER


                         for Invensys plc by  
Schneider Electric SA and its wholly-owned subsidiary, Samos Acquisition  
                           Company Limited 
Publication of a prospectus 
Rueil-Malmaison (France), September 11, 2013 - Following the announcement of 
the recommended offer for Invensys plc by Schneider Electric SA made on 31 July
2013, a prospectus is today being published by Schneider Electric SA (the
"Prospectus") solely in connection with the issue and admission to trading on
Euronext Paris of up to 17 332 758 new shares (the "New Schneider Electric
Shares") as consideration for the contribution of Invensys plc shares to
Schneider Electric SA. The New Schneider Electric Shares would result in former
Invensys shareholders holding approximately 3 per cent. of the enlarged
Schneider Electric Group. 
The New Schneider Electric Shares will constitute part of the consideration for
the ordinary shares in Invensys plc (a company incorporated in England and
Wales) in the framework of the offer made by Schneider Electric SA and Samos
Acquisition Company Limited (a wholly-owned subsidiary of Schneider 
Electric SA) to acquire the entire issued and to be issued ordinary share 
capital of Invensys plc, by way of a scheme of arrangement under Part 26 of the 
Companies Act 2006 in the United Kingdom (the "Offer"). Invensys plc has 
announced the publication of the scheme circular (the "Scheme Document") to 
Invensys shareholders earlier today. 
The Offer represented a value of 502 pence per Invensys ordinary share, or £3.4
billion for the entire issued and to be issued ordinary share capital of
Invensys plc, based on a closing price per Schneider Electric share of EUR58.06
and an exchange rate of £1/EUR1.1592, both on 11 July 2013 (being the
commencement of the offer period). 
The Autorité des marchés financiers ("AMF") has granted this Prospectus its
visa on September 9, 2013 under number 13-481. 
The Prospectus includes a description of the different risks relating to the
Offer, in particular for Schneider Electric SA and its affiliates, the
occurrence of which could have a significant adverse effect on Schneider
Electric SA, its strategy, its activity, its assets, its prospects, its
financial situation, its results or on its stock price. Furthermore, the
implementation of the Offer will be subject to the conditions summarised in the
Prospectus and set out in full in the Scheme Document. 
This Prospectus incorporates by reference Schneider Electric's annual report,
filed with the AMF on March 21, 2013 under number D.13-0196. 
This Prospectus has been prepared by Schneider Electric SA, on the one hand, 
and Invensys plc, on the other hand, and their respective signatories are
responsible for the content of the Prospectus. 
Copies of the Prospectus are available free of charge at Schneider Electric 
SA's registered office, 35 rue Joseph Monier, 92500 Rueil Malmaison, on the 
website of the company (www.schneider-electric.com), on the website of Invensys 
plc (www.invensys.com), as well as on the AMF website (www.amffrance.org). The
Scheme Document and the Prospectus will be posted to Invensys shareholders by 
12 September 2013. 
Important Notices 
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. Investors should not subscribe for or purchase any new Schneider
Electric shares except on the basis of the information contained in the
Prospectus and the Scheme Document. The Offer is being made solely by means of
the Scheme Document which contains the full terms and Conditions of the Offer,
including details of how to vote in respect of the acquisition. 
This announcement has been prepared for the purpose of complying with section
212-27-II. Of the AMF General Regulation and 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, France and Ireland. 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 jurisdictions
other the United Kingdom, France and Ireland may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other 
than the United Kingdom, France and Ireland should inform themselves about, and
observe, any applicable requirements. It is the responsibility of each such
person to satisfy itself as to the full observance of the laws of the relevant
jurisdiction in connection therewith, including the obtaining of any
governmental, exchange control or other consents which may be required, or the
compliance with other necessary formalities which are required to be observed
and the payment of any issue, transfer or other taxes due in such jurisdiction.
Any failure to comply with these restrictions may constitute a violation of
securities laws of any such jurisdictions. To the fullest extent permitted by
law, the companies and persons involved in the Offer disclaim any 
responsibility or liability for the violation of such restrictions by such 
person. 
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 and no person may vote in favour
of the Offer by any such use, means, instrumentality or form within a 
Restricted Jurisdiction or any other jurisdiction if to do so would constitute 
a violation of the laws of that jurisdiction. Accordingly, copies of this 
announcement and any formal documentation relating to the Offer are not being, 
and must not be, directly or indirectly, mailed or otherwise forwarded, 
distributed or sent in or into or from any Restricted Jurisdiction and persons 
receiving such documents (including custodians, nominees and trustees) must not 
mail or otherwise forward, distribute or send them in or into or from any 
Restricted Jurisdiction. 
The availability of the Offer to Invensys Shareholders who are not resident in
the United Kingdom, in France or in Ireland may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are not resident
in the United Kingdom, in France or in Ireland should inform themselves of, and
observe, any applicable requirements. 
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 En gland and Wales. A
transaction effected by means of a scheme of arrangement is not subject to 
proxy solicitation or tender offer rules under the US Securities Exchange 
Act of 1934 (the "US Exchange Act"). Accordingly, the Offer 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. However, if Schneider Electric were to 
elect to implement the acquisition by means of a takeover offer, such takeover 
offer will be made in compliance with all applicable laws and regulations, 
including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. 
Such a takeover would be made in the United States by Schneider Electric and no 
one else. In addition to any such takeover offer, Schneider Electric, certain
affiliated companies and the nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in Invensys outside
such takeover offer during the period in which such takeover offer would remain
open for acceptance. If such purchases or arrangements to purchase were to be
made they would be made outside the United States and would comply with
applicable law, including the US Exchange Act. Any information about such
purchases will be disclosed as required in the UK, will be reported to a
Regulatory Information Service of the UKLA and will be available on the London
Stock Exchange website: www.londonstockexchange.com. 
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. Invensys shareholders who will be affiliates of
Schneider Electric after the date the acquisition becomes effective will be
subject to certain US transfer restrictions relating to the new Schneider
Electric Shares received pursuant to the Offer. 
Publication on Website and Availability of Hard Copies 
A copy of this announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted Territories on 
Schneider Electric's and Invensys' websites at www.schneiderelectric.com and
www.invensys.com respectively. For the avoidance of doubt, the contents of 
those websites are not incorporated and do not form part of this announcement. 
You may request a hard copy of this announcement by contacting Anthony Song,
Head of Investor Relations of Schneider Electric, during business hours on 
+33 (0) 1 41 29 83 29 or by submitting a request in writing to Anthony Song at 
35 rue Joseph Monier, 92500 Rueil Malmaison, France. You may also request that 
all future documents, announcements and information to be sent to you in 
relation to the Offer should be in hard copy form. 
About Schneider Electric  
As a global specialist in energy management with operations in more than 100
countries, Schneider Electric offers integrated solutions across multiple 
market segments, including leadership positions in Utilities & Infrastructure,
Industries & Machines Manufacturers, Non-residential Building, Data Centres &
Networks and in Residential. Focused on making energy safe, reliable, efficient,
productive and green, the Group's 140,000 plus employees achieved sales of 24
billion euros in 2012, through an active commitment to help individuals and
organizations make the most of their energy. 
www.schneider-electric.com  
Investor Relations :                Press Contact :
Schneider Electric                  Schneider Electric
Anthony Song                        Véronique Roquet-Montégon 
Phone: +33 (0) 1 41 29 83 29        Phone: +33 (0)1 41 29 70 76
Fax: +33 (0) 1 41 29 71 42          Fax: +33 (0)1 41 29 88 14
www.schneider-electric.com 
ISIN: FR0000121972 
Press Contact :
DGM
Michel Calzaroni
Olivier Labesse
Phone: +33 (0)1 40 70 11 89 
Fax: +33 (0)1 40 70 90 46 
                  
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-0- Sep/11/2013 13:15 GMT
 
 
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