LONDON: AVEVA Group plc announced a fully committed and underwritten rights issue to raise gross proceeds of approximately £2.835 billion to partly fund the acquisition of OSIsoft, LLC, a global leader in real-time industrial data software and services.

The Rights Issue will result in the issue of 125.739 million new ordinary shares of the Company.

Key Highlights:

• The net proceeds from the Rights Issue, together with the new term loan announced on 12 October 2020, will fund the cash consideration in relation to the Acquisition.
• The Rights Issue is conditional upon, among other things, the resolution needed to complete the Acquisition and to authorise the directors to allot shares in connection with the Rights Issue and the Acquisition having been passed by AVEVA shareholders at the general meeting on 24 November 2020. However, the Rights Issue is not conditional on completion of the Acquisition.
• Schneider Electric SE, which currently indirectly holds approximately 60% of the issued ordinary shares of AVEVA, has irrevocably undertaken to vote in favour of the Resolution and to take up its rights in full on a pro rata basis.
• It is expected that dealings in the Rights Issue Shares (nil paid) on the London Stock Exchange‘s main market will commence on 8.00 a.m. on 25 November 2020 and that dealings in the Rights Issue Shares (fully paid) will commence on 8.00 a.m. on 10 December 2020.

Update on the Acquisition:

• The Acquisition will strengthen AVEVA’s position as a global leader in industrial software, with combined pro forma revenue of c.£1.2 billion.
• OSIsoft performed strongly in the seven months ended 31 July 2020 with revenue increasing by 9.5% compared to the seven months ended 31 July 2019, and adjusted EBIT and operating cash flow increasing by 110.1% and 33.3%, respectively. This positive trading momentum has continued in recent months, with billings increasing by approximately 12% in the first nine months of 2020 compared to the same period last year.
• The Directors believe that there is a significant opportunity to generate material revenue synergies and realise run rate pre-tax cash cost synergies of not less than £20 million per annum by the end of AVEVA’s financial year ending 31 March 2023.
• Regulatory and antitrust approvals are on track. AVEVA has already received antitrust approvals in several countries and expects to receive all antitrust and regulatory approvals in relation to the Acquisition (including approval from the Committee on Foreign Investment in the United States (CFIUS)) between December 2020 and February 2021.
• The Acquisition, because of its size in relation to the Company, is a class 1 transaction for AVEVA under the Listing Rules and is therefore conditional, inter alia, upon the approval by shareholders at the General Meeting.

Details of the Rights Issue:

• The gross proceeds of the Rights Issue will amount to approximately £2.835 billion.
• For every 9 existing ordinary shares of AVEVA, its holder is entitled to 7 Rights Issue Shares (nil paid). The Company proposes to issue a total of 125.739 million Rights Issue Shares.
• The Rights Issue price of £22.55 per Rights Issue Share represents a discount of 32.2% to the theoretical ex-rights price (TERP) of £33.28 per Existing Ordinary Share by reference to the closing price on 5 November 2020.
• The Rights Issue Shares will confer to their holders the same voting and economic rights as the Existing Ordinary Shares.
• Entitlements to the Rights Issue Shares (nil paid) not taken up shall automatically lapse at the end of the Rights Issue offer period (being 11.00 a.m. on 9 December 2020) and, therefore, Shareholders who take no action will not receive any Rights Issue Shares and will be diluted.
• The Rights Issue is fully committed (in relation to the SE Rights Issue Shares) and, subject to certain customary conditions, underwritten (save for the SE Rights Issue Shares) by J.P. Morgan Securities plc and Numis Securities Limited, both of which are acting as Joint Global Co-ordinators and Joint Bookunners, Barclays Bank PLC and BNP PARIBAS, both of which are acting as Joint Bookrunners, and Banco Santander S.A., acting as Lead Manager (Underwriters).

  www.aveva.com