TIDMADVT TIDMSAA TIDMNFC
RNS Number : 8409O
Advancedadvt Limited
14 June 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.
14 June 2022
AdvancedAdvT Limited ("ADV")
Publication of Final Offer Document - Valuation of competing
proposals
Vin Murria, Chair of ADV, said:
"Today we have posted our Final Offer Document. Our all share
offer for M&C Saatchi of 209.4 pence per share is notably
higher than Next Fifteen Communications' final offer of 198.3 pence
per share.
"M&C Saatchi shareholders now have the choice to accept our
higher offer, benefiting from owning more than 53.7% of an enlarged
M&C Saatchi/ADV group, or a smaller 13.5% of an enlarged Next
Fifteen Communications business (excluding ADV and myself)
providing them with the opportunity to have majority ownership of a
well-capitalised and high-performing group.
"We have significant cash and an advanced pipeline of accretive
acquisitions for M&C Saatchi. Our Final Offer has greater
potential to deliver shareholders and employees faster growth and
significant value creation.
"As previously stated, Next Fifteen Communications is a credible
buyer of M&C Saatchi. However, we believe our proposition
offers a greater number of compelling benefits for M&C Saatchi
shareholders, in which we hold a 22.3% stake."
Valuation of competing proposals for M&C Saatchi plc
("M&C Saatchi")
As at 13 June 2022, ADV's final All Share Offer was equivalent
to 209.4 pence per M&C Saatchi Share (using ADV's then share
price) or 243.9 pence per M&C Saatchi Share (using ADV's net
asset value per share); see the appendix below.
As at 13 June 2022, Next Fifteen Communications Group plc's
("NFC") offer value was equivalent to 198.3 pence per M&C
Saatchi Share (using NFC's then share price). Since NFC's firm
offer announcement on 20 May 2022, the price of a NFC Share has
fallen by 23.6 per cent, from 1,266 pence to 967 pence on 13 June
2022.
Under the terms of ADV's Final Offer, M&C Saatchi
Shareholders (other than ADV and Vin Murria) would own between 53.7
per cent, and 59.0 per cent of the Enlarged Group. Under NFC's
final offer, the same M&C Saatchi Shareholders would own 13.5
per cent of an enlarged NFC.
The board of M&C Saatchi has stated to ADV that it will
continue to monitor the impact of volatility in the sector and the
relevant share prices of NFC and ADV as an important consideration
with respect to its recommendation of either or neither offer.
Publication of Final Offer Document and Prospectus
On 17 May 2022, the board of ADV announced the terms of its
offer for the issued and to be issued share capital of M&C
Saatchi not already owned by ADV (the "Final Offer"). On 20 May
2022, ADV announced that the financial terms of the Final Offer
were final and would not be increased.
The offer document containing the full terms and conditions of
the Final Offer and the procedures for acceptance ("Final Offer
Document"), together with the related Form of Acceptance, was
published today, together with a prospectus ("Prospectus") approved
by the FCA regarding the issue of New ADV Shares in connection with
the Final Offer. The latest date by which the Final Offer may be
declared or become unconditional, unless extended with the
agreement of the Panel, is 13 August 2022.
Compelling ADV Final Offer rationale
M&C Saatchi Shareholders and employees should note (full
details are set out in the Final Offer Document):
-- Acceleration: ADV provides a clear opportunity to accelerate
M&C Saatchi's digital growth strategy, organically and by
acquisition.
-- M&C Saatchi's culture : ADV recognises its dependence on
the culture of M&C Saatchi, defined by the behaviour and
beliefs of the more than 2,650 employees. The ADV Directors believe
that the Enlarged Group will provide greater opportunities to
employees and all stakeholders and an opportunity to recognise and
embrace a high-performing culture.
-- Investment: ADV plans to build on M&C Saatchi's existing
brand, culture and global foundations, and proposes that with
better access to investment capital it can build a data, analytics
and digitally focussed creative marketing business attracting the
best clients and the best talent in the industry.
Given the fall in recent months in valuations, ADV's net cash
and M&A expertise is even more valuable in terms of ability to
create future shareholder value for the enlarged shareholder
base.
-- M&A Strategy: an M&A strategy centred around digital
transformation, data analytics and customer experience would be
hugely beneficial to the Enlarged Group's growth and potential
re-rating.
NFC's final offer - process
NFC's final offer requires the approval of NFC Shareholders, the
approval of antitrust authorities in Australia and the UK, together
with certain other regulatory and governmental authorities in the
United States and the UK.
NFC's final offer, if approved, may not complete until 31
December 2022.
NFC's final offer is being implemented by way of scheme and
requires the approval, inter alia, of 75 per cent. in value of
M&C Saatchi Shareholders who vote.
Together, ADV and Vin Murria own approximately 22.3 per cent of
the issued share capital of M&C Saatchi.
Actions to be taken by M&C Saatchi Shareholders
Details of actions for M&C Saatchi Shareholders to take are
set out in the Final Offer Document. If you have any questions
relating the Final Offer Document or the completion and return of
your Form of Acceptance, please contact Link Group on 0371 664 0321
(from within the UK) or on +44 (0) 371 664 0321 (from outside the
UK). Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom will be charged
at the applicable international rate. The helpline is open between
8.30 a.m. and 5.30 p.m., Monday to Friday excluding public holidays
in England and Wales. Please note that Link cannot provide any
financial, legal or tax advice and that calls may be recorded and
monitored for security and training purposes. Please note that Link
Group cannot provide any financial, legal or tax advice and that
calls may be recorded and monitored for security and training
purposes.
Availability of Final Offer Document and Prospectus
The Final Offer Document, the Form of Acceptance, the Prospectus
and this announcement are available on ADV's website at
www.AdvancedAdvT.com . A copy of the Prospectus will also be
submitted to the National Storage Mechanism and will shortly
thereafter be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism , as well as
at the offices of the Company at 11 Buckingham Street, London WC2N
6DF .
Neither the content of the ADV website, nor the content on any
website accessible from hyperlinks on its website for any other
website, is incorporated into, or forms part of, this announcement
nor, unless previously published by means of a recognised
information service, should any such content be relied upon in
reaching a decision as to whether or not to acquire, continue to
hold, or dispose of, securities in ADV.
ADV confirms that the financial terms of the Final Offer are
final and will not be increased, except that ADV reserves its right
to revise the financial terms where the Panel has determined that
there has been a material change of circumstances.
Unless specified to the contrary, terms defined in the Final
Offer Document have the same meaning in this announcement.
Paradice Investment Management LLC have also notified ADV that
it no longer intends to comply with the terms of the letter of
intent given in connection with the Final Offer in respect of the
6,016,887 M&C Saatchi Shares held by Paradice as at 16 May
2022, representing 4.9% of the M&C Saatchi Shares in issue as
at that date, being the last Business Day before ADV's firm offer
announcement.
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
APPIX
Below is a summary of the Offer:
All Share Offer Cash and Shares Offer
--------------------
Terms based Closing Price NAV of 96.4 Closing Price NAV of 96.4
on ADV pence of 82.75 pence pence of 82.75 pence pence
per share and
illustrative
valuations
----------------- ------------ ----------------- ------------
Implied Enterprise GBP271.3m GBP313.5m GBP270.9m GBP304.9m
Value of issued
share capital
of M&C Saatchi
(1)
----------------- ------------ ----------------- ------------
Cash Consideration - - 40 pence 40 pence
per share
----------------- ------------ ----------------- ------------
Implied Equity GBP256.0m GBP298.2m GBP255.6m GBP289.6m
Value of issued
share capital
of M&C Saatchi
(2)
----------------- ------------ ----------------- ------------
Implied Equity 209.4 pence 243.9 pence 209.1 pence 236.9 pence
Value of each
issued M&C Saatchi
share
----------------- ------------ ----------------- ------------
As an acquisition company, the board of ADV believes that its
net asset value (NAV) per share is the most important metric to
highlight to shareholders given it underpins the value of ADV's
Final Offer. The NAV of ADV as at 31 May 2022 materially consists
of net cash (approximately GBP104m) and a shareholding in M&C
Saatchi (approximately GBP25 million (3) ).
Footnotes
(1) 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.
(2) 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 ADV
on 13 June 2022 and ADV's NAV per share at 31 May 2022.
(3) Based on 10 days to 31 May 2022 VWAP of M&C Saatchi's share price of 213.8p.
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 Final Offer or
otherwise, nor shall there be any sale, issuance or transfer of
securities of M&C Saatchi pursuant to the Final Offer or
otherwise in any jurisdiction in contravention of applicable laws.
The Final Offer will be made solely by means of the Final Offer
Document and (in respect of M&C Saatchi Shares held in
certificated form) the acceptance forms accompanying the Final
Offer Document, which will, together, contain the full terms and
conditions of the Final Offer including details of how it may be
accepted. Any decision in respect of, or other response to, the
Final Offer should be made only on the basis of the information
contained in the Final Offer Document and (in respect of M&C
Saatchi Shares held in certificated form) the acceptance forms
accompanying the Final Offer Document.
M&C Saatchi Shareholders are advised to read the Final Offer
Document and (in respect of M&C Saatchi Shares held in
certificated form) the acceptance forms accompanying the Final
Offer Document carefully when they become available because they
will contain important information in relation to the Final
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
Final 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 Final 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 Final 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 Final 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 Final Offer may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
The availability of the Final 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 Final Offer
Document, and the ADV Prospectus, as appropriate.
The Final 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 Final 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 Final 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 Final 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 Final Offer.
The Final 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
ODPBDGDLIBBDGDS
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June 14, 2022 09:00 ET (13:00 GMT)
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