TIDMADVT TIDMSAA
RNS Number : 9723L
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
AdvancedAdvT Limited ("AdvancedAdvT" or the "Company")
Response to Rejection from the M&C Saatchi Board
The board of AdvancedAdvT note the announcement of 17 May 2022
from M&C Saatchi plc ("M&C Saatchi"), in response to the
Offer to be made by AdvancedAdvT for the issued and to be issued
share capital of M&C Saatchi not already owned by AdvancedAdvT
(the "Offer Shares") (the "Offer").
Offer Terms
As set out in AdvancedAdvT's firm offer announcement of 17 May
2022, under the terms of the Offer, with improved exchange ratios
against the proposal of the 3 February 2022, M&C Saatchi
Shareholders will be entitled to receive:
-- For each M&C Saatchi Share EITHER:
i. 2.043 new AdvancedAdvT Shares (the "New AdvancedAdvT Shares") and 40 pence in cash (the "Cash Consideration"), (the "Cash and Shares Offer"),
OR
ii. 2.530 New AdvancedAdvT Shares, (the "All Share Offer").
Set out below is a summary of the Offer relative to the terms of
the proposed offer (the "Proposed Offer") set out in M&C
Saatchi's announcement of 3 February 2022.
All Share Offer Cash and Shares Offer
Terms based Closing NAV of Proposal Closing NAV of Proposal
on AdvT pence price 93.8 pence 03 /02/22 price 93.8 pence 03 /02/22
per share and of 82.0 1 of 82.0 (1)
illustrative pence pence
valuations
---------- ------------ ------------ ---------- ------------ ------------
Implied Enterprise GBP268.9m GBP305.4m GBP296.5m GBP268.9m GBP298.5m GBP296.5m
Value of issued
share capital
of M&C Saatchi
2
---------- ------------ ------------ ---------- ------------ ------------
Exchange Ratio 2.53 2.53 2.347 2.043 2.043 1.939
---------- ------------ ------------ ---------- ------------ ------------
Cash Consideration - - - 40 40 40
per share pence pence pence
---------- ------------ ------------ ---------- ------------ ------------
Implied Equity GBP253.6m GBP290.1m GBP281.2m GBP253.6m GBP283.2m GBP281.2m
Value of issued
share capital
of M&C Saatchi
3
---------- ------------ ------------ ---------- ------------ ------------
Implied Equity 207.5 237.3 230 pence 207.5 231.6 230 pence
Value of each pence pence pence pence
issued M&C Saatchi
share
---------- ------------ ------------ ---------- ------------ ------------
As an acquisition company, the board of AdvancedAdvT believe
that our NAV (net asset value) per share is the most important
metric to highlight to shareholders given it underpins the value of
our Offer.
The NAV of AdvancedAdvT materially consists of net cash
(approximately GBP105m) and a shareholding in M&C Saatchi
(approximately GBP22 million(4) ).
M&C Saatchi share price performance since issue of profit
forecasts and release of full year 2021 results
The board of AdvancedAdvT notes the announcements by M&C
Saatchi on 29 April 2022 regarding the record profit performance
delivered in 2021 and the profit forecasts for the years ending 31
December 2022 and 2023.
The board of AdvancedAdvT also notes that whilst the M&C
Saatchi share price initially responded positively to these
announcements, the M&C Saatchi share price has fallen 16.4%(5)
since the closing share price of M&C Saatchi on 29 April 2022,
up until the closing share price of M&C Saatchi on 16 May 2022
(being the date immediately prior to the announcement of the
Offer).
Taking into account:
-- The improved exchange ratio from the proposal on the 3 February 2022;
-- The M&C Saatchi share price post announcement of their
strong 2021 results and M&C Saatchi's updated 2022/23
forecasts,
the Board of AdvancedAdvT do not believe that the Offer
materially undervalues the business.
Irrevocable undertakings and letters of intent
Under Rule 5 of the City Code on Takeovers and Mergers (the
"Code"), AdvancedAdvT cannot currently be interested in more than
30 per cent. of the M&C Saatchi Shares in issue (which, for the
purposes of that rule also includes irrevocable undertakings).
As outlined in AdvancedAdvT's announcement today entitled "Crux
Asset Management Limited Letter of Intent", AdvancedAdvT and Vin
Murria currently own a combined 22.3 per cent. and AdvancedAdvT has
received irrevocable undertakings and letters of intent from
M&C shareholders representing a further 20.7 per cent., of
M&C Saatchi's issued share capital, of which 4.1 per cent. is
represented by irrevocable undertakings and 16.6 per cent. is
represented by letters of intent.
Consequently, AdvancedAdvT, together with the shares already
owned by AdvancedAdvT, has 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 AdvancedAdvT's firm
offer announcement of 17 May 2022 (RNS Number: 7070L)
Footnotes
1 Based on AdvancedAdvT's share price of 98 pence per share
immediately prior to the suspension of AdvancedAdvT's shares on 7
January 2022.
2 Implied Enterprise Value is calculated by adding the
equity-related incentives liability of GBP49.7 million and
subtracting the net cash position of M&C Saatchi of GBP34.4m as
at 31 December 2021.
3 Implied Equity Value is calculated based on 100% of the Issued
Share Capital of M&C Saatchi of 122,257,465 shares valued at
the Offer Terms, based on the closing share price of AdvancedAdvT
on 16 May 2022 and AdvancedAdvT's NAV per share of 93.8 pence.
4 Based on M&C Saatchi's share price of 183.8 pence per
share on 11 May 2022.
5 FTSE All share index fell 1.5% during the same period.
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 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
RSPEAFSPFAEAEFA
(END) Dow Jones Newswires
May 18, 2022 07:23 ET (11:23 GMT)
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