Takeover Panel Statement re M&C Saatchi offer timetable (6050T)
25 Julho 2022 - 6:31AM
UK Regulatory
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RNS Number : 6050T
Takeover Panel
25 July 2022
2022/17
M&C SAATCHI PLC ("M&C SAATCHI")
ADVANCEDADVT LIMITED ("ADV")
NEXT FIFTEEN COMMUNICATIONS GROUP PLC ("NEXT FIFTEEN")
Background
On 17 May 2022, ADV announced its firm intention to make an
offer for M&C Saatchi by way of a contractual offer (the "ADV
Offer").
On 20 May 2022, the boards of M&C Saatchi and Next Fifteen
announced that they had agreed the terms of a recommended firm
offer for M&C Saatchi, to be implemented by way of a scheme of
arrangement (the "Next Fifteen Scheme"). On the same day, ADV
announced that the financial terms of the ADV Offer were final,
save for limited reservations.
On 9 June 2022, Next Fifteen announced that the financial terms
of the Next Fifteen Scheme were final, save for limited
reservations.
On 14 June 2022, ADV published its offer document (the "ADV
Offer Document"). In the ADV Offer Document, the unconditional date
(i.e. the latest date by which all of the conditions to the ADV
Offer must be satisfied or waived) was stated to be 5:00 pm on 13
August 2022, being the 60th day after the publication of the ADV
Offer Document.
On 17 June 2022, M&C Saatchi published a scheme circular in
relation to the Next Fifteen Scheme (the "Next Fifteen Scheme
Document"). The Next Fifteen Scheme Document included notice of the
M&C Saatchi shareholder meetings to vote on the Next Fifteen
Scheme, which are scheduled to be held on 19 August 2022, and
stated that the hearing of the Court to sanction the Next Fifteen
Scheme (the "Next Fifteen Court Sanction Hearing") was expected to
take place in the early part of the fourth quarter of 2022.
The board of M&C Saatchi is currently recommending that
M&C shareholders do not accept the ADV Offer and do not vote in
favour of the Next Fifteen Scheme.
The Panel Executive has established an orderly framework for the
resolution of the competing offers for M&C Saatchi, as set out
below.
Ruling
Under Rule 31.1(a) of the Takeover Code (the "Code"), except
with the consent of the Panel, all conditions to an offer must be
satisfied or waived, or the offer must lapse, by midnight on Day
60. However, if competing firm offers are announced, the timetable
will normally be set by reference to the publication of the later
offer document. The Executive has therefore determined that the
timetable should be set by reference to the timetable established
by the Next Fifteen Scheme Document.
The Executive has ruled that Day 60, i.e. the latest date by
which all of the conditions to the ADV Offer must be satisfied or
waived, will be the fourth business day before the Next Fifteen
Court Sanction Hearing. In the event that, prior to Day 60, the
Next Fifteen Court Sanction Hearing is adjourned to a later date,
Day 60 will be re-set accordingly.
Unless ADV has issued an acceleration statement (or an
acceptance condition invocation notice) at least 14 days before 13
August 2022, it will therefore not be able to lapse the ADV Offer
on 13 August 2022. If the unconditional date of the ADV Offer is
brought forward by an acceleration statement, this would not affect
the date of the Next Fifteen Court Sanction Hearing.
In the event that the ADV Offer becomes unconditional, the board
of M&C Saatchi has confirmed to the Executive that it will not
ask the Court to sanction the Next Fifteen Scheme.
If the Next Fifteen Scheme lapses, or if Next Fifteen switches
to a contractual offer, the Executive will issue a further
Statement clarifying the timetable.
Each of M&C Saatchi, ADV and Next Fifteen has accepted this
ruling.
25 July 2022
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