TIDMADVT TIDMSAA
RNS Number : 9144L
Advancedadvt Limited
18 May 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART,
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
18 May 2022
UPDATE ON SHAREHOLDER SUPPORT RECEIVED BY ADVANCEDADVT LIMITED
RE OFFER FOR M&C SAATCHI PLC
Crux Asset Management Limited Letter of Intent
Further to the announcement dated 17 May 2022 ("Offer
Announcement") regarding the firm intention of AdvancedAdvT Limited
("AdvancedAdvT") to make an offer for the issued and to be issued
share capital of M&C Saatchi plc ("M&C Saatchi") not
already owned by AdvancedAdvT (the "Offer"), AdvancedAdvT is
pleased to announce that it has received a non-binding letter of
intent from Crux Asset Management Limited confirming that it is
their current intention to accept, or procure the acceptance of the
Offer, in respect of a total of 649,528 M&C Saatchi Shares in
respect of which they are able to control the exercise of the
voting rights (the "Crux Letter of Intent"), representing
approximately 0.5 per cent. of the M&C Saatchi Shares in issue
as at 16 May 2022 (being the last Business Day immediately prior to
the Offer Announcement).
AdvancedAdvT, together with the shares already owned by
AdvancedAdvT, has now received irrevocable undertakings and letters
of intent to accept or procure acceptance of the Offer in respect
of, approximately 43.0 per cent. of the M&C Saatchi Shares in
issue as at 16 May 2022 (being the last Business Day immediately
prior to the announcement of the Offer).
Capitalised terms used in this announcement which are not
otherwise defined have the same meaning as in the firm Offer
Announcement (RNS Number: 7070L).
Enquiries:
AdvancedAdvT Limited +44 ( 0) 20 7004 2700
Antoinette Vanderpuije
Investec Bank plc +44 (0)20 7597 5970
Christopher Baird, Alex Wright, Carlton Nelson, Nick Prowting
Meare Consulting +44 (0)7990 858548
Adrian Duffield
Further Information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to
purchase, or otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise,
nor shall there be any sale, issuance or transfer of securities of
M&C Saatchi pursuant to the Offer or otherwise in any
jurisdiction in contravention of applicable laws. The Offer will be
made solely by means of the Offer Document and (in respect of
M&C Saatchi Shares held in certificated form) the acceptance
forms accompanying the Offer Document, which will, together,
contain the full terms and conditions of the Offer including
details of how it may be accepted. Any decision in respect of, or
other response to, the Offer should be made only on the basis of
the information contained in the Offer Document and (in respect of
M&C Saatchi Shares held in certificated form) the acceptance
forms accompanying the Offer Document.
M&C Saatchi Shareholders are advised to read the Offer
Document and (in respect of M&C Saatchi Shares held in
certificated form) the acceptance forms accompanying the Offer
Document carefully when they become available because they will
contain important information in relation to the Offer.
Overseas Jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about and observe any applicable requirements. This announcement
has been prepared for the purpose of complying 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.
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 it in or into or
from any Restricted Jurisdiction. Unless otherwise permitted by
applicable law and regulation, the Offer may not be made, directly
or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of, a national, state or
other securities exchange of any Restricted Jurisdiction and the
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
The availability of the Offer to M&C Saatchi Shareholders
who are not resident in and citizens of the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions.
Further details in relation to M&C Saatchi Shareholders in
overseas jurisdictions will be contained in the Offer Document, and
the ADV Prospectus, as appropriate.
The Offer will be subject to the applicable requirements of the
Code, the AIM Rules, the London Stock Exchange and the FCA.
Notices to US Shareholders
The Offer relates to securities in a non-US company registered
in England and Wales quoted on AIM, and is subject to the
disclosure requirements, rules and practices applicable to
companies listed in the United Kingdom, which differ from those of
the United States in certain material respects. This announcement
has been prepared in accordance with UK style and practice for the
purpose of complying with the laws of England and Wales and the
rules of AIM. US shareholders should read this entire document.
Accordingly, the Offer will be subject to disclosure and other
procedural requirements that are different from those applicable
under US domestic tender offer procedures. US shareholders should
note that M&C Saatchi is not listed on an American securities
exchange, it is not subject to the periodic reporting requirements
of the US Securities Exchange Act of 1934, as amended, and is not
required to, and does not, file any reports with the SEC
thereunder. The financial statements of M&C Saatchi have been
prepared in accordance with IFRS, which may not be comparable to
financial statements of US companies.
It may be difficult for US shareholders to enforce certain
rights and claims arising in connection with the Offer under US
federal securities laws since ADV and M&C Saatchi are located
outside the United States, and their officers and most of their
directors reside outside the United States. It may not be possible
to sue a non-US company or its officers or directors in a non-US
court for violations of US securities laws. It also may not be
possible to compel a non-US company or its affiliates to subject
themselves to a US court's judgment.
To the extent permitted by applicable law and in accordance with
the Takeover Code and normal U.K. practice, ADV or its affiliates
or agents may make purchases of, or make arrangements to purchase,
shares of M&C Saatchi outside the United States otherwise than
under the Offer.
The Offer will be subject to the applicable requirements of the
Code, the AIM Rules, the London Stock Exchange and the FCA.
Publication on website
In accordance with Rule 26 of the Takeover Code, a copy of this
announcement and the Crux Letter of Intent will be made available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on ADV's website at www.AdvancedAdvT.com
by no later than noon (London time) on the day following this
announcement. The content of this website is not incorporated into
and does not form part of this announcement.
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END
MSCGLGDUUUBDGDI
(END) Dow Jones Newswires
May 18, 2022 02:57 ET (06:57 GMT)
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