TIDMADVT TIDMSAA
RNS Number : 3400M
Advancedadvt Limited
20 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.
20 May 2022
AdvancedAdvT Limited
("AdvancedAdvT" or the "Company")
Offer for M&C Saatchi plc: No increase statement
Further to the Company's announcement made earlier today, the
board of AdvancedAdvT announces that the financial terms of its
offer for M&C Saatchi plc ("M&C Saatchi") (the "Offer") are
final and will not be increased.
Set 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 price of 93.8 pence 03/02/22 price of 93.8 pence 03/02/22
pence per 87.0 pence (1) 87.0 pence (1)
share and
illustrative
valuations
------------- ------------ ----------- ------------- ------------ -----------
Implied GBP284.4m GBP305.4m GBP296.5m GBP281.5m GBP298.5m GBP296.5m
Enterprise
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 pence 40 pence 40 pence
per share
------------- ------------ ----------- ------------- ------------ -----------
Implied GBP269.1m GBP290.1m GBP281.2m GBP266.2m GBP283.2m GBP281.2m
Equity Value
of issued
share capital
of M&C Saatchi
(3)
------------- ------------ ----------- ------------- ------------ -----------
Implied 220.1 pence 237.3 pence 230 pence 217.7 pence 231.6 pence 230 pence
Equity Value
of each
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) ).
Consequently, the Company confirms that the irrevocable
undertakings granted by:
-- Paradice Investment Management LLC in respect of 3,148,598 M&C Saatchi Shares;
-- Stuart Roden in respect of 1,523,968 M&C Saatchi Shares; and
-- Richard Saunders in respect of 329,450 M&C Saatchi Shares,
have ceased to have any effect. In aggregate, the irrevocable
undertakings related to 4.1% of the M&C Saatchi Shares in issue
as at 16 May 2022, being the last Business Day before the Company's
firm offer announcement.
Octopus Investments Limited has also notified the Company that
it no longer intends to comply with the terms of the letter of
intent given in connection with the Offer in respect of the
13,719,398 M&C Saatchi Shares held by it as at 16 May 2022,
representing 11.2% of the M&C Saatchi Shares in issue as at
that date, being the last Business Day before the Company's firm
offer announcement.
AdvancedAdvT confirms that the financial terms of the Offer are
final and will not be increased, except that AdvancedAdvT reserves
its right to revise the financial terms where the Panel has
determined that there has been a material change of
circumstances.
In accordance with Note 5 on Rule 32.2 of the Code, if, after
the date of this announcement, any dividend and/or other
distribution is announced, declared, made or paid in respect of the
M&C Saatchi Shares, AdvancedAdvT shall reduce the terms of the
Offer by the amount of such dividend and/or other distribution
paid.
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.
Enquiries:
+44 ( 0) 20 7004
AdvancedAdvT Limited 2700
Antoinette Vanderpuije
+44 (0)20 7597
Investec Bank plc 5970
Christopher Baird, Alex Wright, Carlton Nelson,
Nick Prowting
Meare Consulting +44 (0)7990 858548
Adrian Duffield
Further Information
Terms not defined in this announcement shall have the meaning
given to them in the firm offer announcement released by
AdvancedAdvT on 17 May 2022.
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 to accept the Offer and how to make elections under
the Mix and Match Facility. 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).
Investec, which is authorised by the Prudential Regulation
Authority (the "PRA") and regulated by the Financial Conduct
Authority and PRA in the United Kingdom, is acting exclusively as
financial adviser to ADV and for no one else in connection with the
Offer and will not be responsible to any person other than ADV for
providing the protections afforded to clients of Investec, nor for
providing advice in relation to the Offer, the content of this
announcement or any matter referred to in this announcement.
Neither Investec nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Investec in connection with this announcement, any statement
contained herein or otherwise.
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. 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.
Forward-Looking Statements
This announcement may contain certain forward-looking statements
with respect to the financial condition, results of operations and
business of ADV and/or M&C Saatchi and certain plans and
objectives of ADV and/or M&C Saatchi with respect thereto.
These forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "hope", "aims", "continue", "will", "may", "should",
"would", "could", or other words of similar meaning. These
statements are based on assumptions and assessments made by ADV in
the light of its experience and its perception of historical
trends, current conditions, future developments and other factors
they believe appropriate. By their nature, forward-looking
statements involve risk and uncertainty, because they relate to
events and depend on circumstances that will occur in the future
and the factors described in the context of such forward-looking
statements in this document could cause actual results and
developments to differ materially from those expressed in or
implied by such forward-looking statements. Although it is believed
that the expectations reflected in such forward-looking statements
are reasonable, no assurance can be given that such expectations
will prove to have been correct and you are therefore cautioned not
to place undue reliance on these forward-looking statements which
speak only as at the date of this document. ADV does not assume any
obligation to update or correct the information contained in this
announcement (whether as a result of new information, future events
or otherwise), except as required by applicable law.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or dispositions. These factors include
uncertainties surrounding the Covid-19 pandemic and the ongoing
impact of the Covid-19 pandemic on general economic conditions.
Other Disclosure Requirements of the Code
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 securities exchange 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. 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 the offeree company. 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. Relevant
persons who deal in the relevant securities of the offeree company
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 securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company. 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 the offeree company, 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, 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.
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END
OFFPPUAGAUPPGMU
(END) Dow Jones Newswires
May 20, 2022 13:18 ET (17:18 GMT)
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