TIDMADVT TIDMSAA
RNS Number : 0479W
Advancedadvt Limited
15 August 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.
15 August 2022
AdvancedAdvT Limited
("ADV")
Update on Final Offer for M&C Saatchi
ADV received regulatory clearances
ADV and Vin Murria intend to reject NFC's scheme of
arrangement
ADV has now received all mandatory regulatory clearances to
proceed with its Final Offer.
The Final Offer remains conditional upon ADV receiving
acceptances for not less than 90% of the Offer Shares (or such
lower percentage as ADV may decide, provided that, as a minimum,
taken together with the M&C Saatchi Shares it already owns, ADV
has acquired or agreed to acquire more than 50% of all M&C
Saatchi Shares).
Together, ADV and Vin Murria already own approximately 22.3 per
cent of the issued share capital of M&C Saatchi.
The Final Offer also remains subject to the Admission Condition
and to the other Conditions and certain further terms set out in
the Offer Document.
ADV continues to believe that although Next Fifteen
Communications plc ("NFC") is a credible buyer of M&C Saatchi,
its offer price does not reflect the value of foregoing control and
the significant synergies available to NFC. Based on the current
implied value of NFC's offer, ADV and Vin Murria intend to vote
their shareholdings in M&C Saatchi against NFC's scheme.
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
Unless specified to the contrary, terms defined in the Final
Offer Document have the same meaning in this announcement.
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 is 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, 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 because they 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.
The Final Offer is 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 is 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 is 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
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August 15, 2022 06:59 ET (10:59 GMT)
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