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RNS Number : 0756W
M&C Saatchi PLC
15 August 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
FOR IMMEDIATE RELEASE
15 August 2022
M&C Saatchi plc
("M&C Saatchi" or the "Company")
Update for Shareholders on Regulatory Filings and Associated
Timetable
As detailed in the M&C Saatchi Scheme Document dated 17 June
2022, the Next 15 Offer is conditional, amongst other things, upon
certain competition and regulatory approvals being obtained,
including UK CMA merger control approval, and approvals under the
UK National Security and Investment Act 2021 ("NSIA"), the
Australian foreign investment regulatory framework and from the US
Committee on Foreign Investment in the United States ("CFIUS").
As noted in its announcement earlier today, Next Fifteen
Communications Group plc ("Next 15") has now received the required
regulatory approvals pursuant to the NSIA and the Australian
foreign investment regulatory framework. In addition, in respect of
Condition 3(c)(i) of the Next 15 Offer, the CMA has responded to
the briefing paper submitted by Next 15 in respect of the Next 15
Offer and confirmed that it has no further questions in relation to
the Next 15 Offer and, as at the date of this announcement, has not
otherwise opened an inquiry, or indicated in writing that it is
still investigating whether to open an inquiry.
Accordingly, the only regulatory approval remaining outstanding
for Next 15 is the CFIUS approval in the United States which it is
expected will be received during the early part of Q4 2022 as
detailed in the M&C Saatchi Scheme Document and in previous
Company announcements.
In the defence circular published by M&C Saatchi on 28 June
2022 in connection with the offer by AdvancedAdvT Limited ("ADV"),
M&C Saatchi noted that ADV had failed to include any regulatory
conditions in the timetable of the ADV Offer and flagged to M&C
Saatchi Shareholders the risks associated with ADV's failure to
make the appropriate foreign direct investment filings.
Subsequently, ADV acknowledged this omission and made the
appropriate filings in respect of both the Australian foreign
investment regulatory framework and the NSIA.
As noted in its announcement earlier today, ADV has now received
its mandatory regulatory clearances pursuant to the NSIA and the
Australian foreign investment regulatory framework.
The Company's advisers have emphasised to ADV's advisers the
importance of also seeking CFIUS approval with respect to the ADV
Offer but were informed by ADV's advisers that ADV does not
consider the pursuit of CFIUS approval from the American regulators
to be warranted. The M&C Saatchi Directors believe that CFIUS
will wish to understand the work performed by the M&C Saatchi
Group in support of the US Government to which a material
proportion of the M&C Saatchi Group's revenue is attributable.
The M&C Saatchi Directors believe that closing the ADV Offer
without formally notifying CFIUS of this transaction would be
viewed unfavourably by CFIUS and may carry business risk for
M&C Saatchi given the US Government's sensitivity to foreign
ownership of government contractors and its broad discretion to
terminate relevant contracts without cause. Furthermore, the
M&C Saatchi Directors understand that, in the absence of a
pre-closing notification to CFIUS concerning the ADV Offer, CFIUS
would have authority to review the ADV Offer post-closing - a
process that likely would last several months and carry with it an
uncertain outcome.
Consequently, the M&C Saatchi Directors consider that it is
in the best interests of M&C Saatchi Shareholders for ADV to
remove any uncertainty with respect to the consequences of
foregoing appropriate regulatory filings in the United States, as
Next 15 has done, and urge both M&C Saatchi Shareholders and
ADV Shareholders to suggest that ADV jointly submit a CFIUS filing
with M&C Saatchi with respect to the ADV Offer.
M&C Saatchi notes that both the existence of the ADV Offer
and M&C Saatchi's understanding that ADV intends to forego
CFIUS review with respect to the ADV Offer will be noted in the
disclosures made by M&C Saatchi to CFIUS with respect to the
Next 15 Offer.
Should ADV change its position with respect to the advisability
of a pre-closing CFIUS filing, M&C Saatchi will support ADV in
the preparation of such filing to ensure the M&C Saatchi / ADV
CFIUS review can commence expeditiously.
For further information please call: M&C Saatchi plc +44 (0)20-7543-4500
Gareth Davis, Chairman
Numis Securities +44 (0)20-7260-1000
Nick Westlake, Stuart Ord,
Iqra Amin, Gary Barford
Liberum +44 (0)20-3100-2000
Neil Patel, Benjamin Cryer,
Will King
Tim Medak, Mark Harrison,
M&A
Brunswick +44 (0)207-404-5959
Sumeet Desai, Stuart Donnelly,
Kate Pope
Important Notices
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise, or the solicitation of any vote in
favour or approval of any offer in any jurisdiction where to do so
would constitute a violation of the laws of such jurisdiction and
any such offer (or solicitation) may not be extended in any such
jurisdiction.
Any securities referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended, or with
any securities regulatory authority of any state of the United
States and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
thereunder.
This announcement has been prepared in accordance with English
law and the Code, and information disclosed may not be the same as
that which would have been prepared in accordance with laws outside
of the United Kingdom. The distribution of this announcement in
jurisdictions outside the United Kingdom may be restricted by law
and therefore persons into whose possession this announcement comes
should inform themselves about, and observe, such restrictions. Any
failure to comply with the restrictions may constitute a violation
of the securities law of any such jurisdiction.
Capitalised terms used but not defined in this announcement
shall have the meanings given to them in the scheme document posted
to the Company's shareholders on 17 June 2022 (the "M&C Saatchi
Scheme Document"), a copy of which is available on M&C
Saatchi's website at www.mcsaatchiplc.com/next-15-approve.
Disclaimer
Numis Securities Limited ("Numis"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for M&C Saatchi as joint financial
adviser and joint broker and for Next 15 as nominated adviser and
broker and no one else in connection with the Acquisition and will
not be responsible to anyone other than M&C Saatchi or Next 15
for providing the protections afforded to clients of Numis nor for
providing advice in relation to the Acquisition or any other
matters referred to in this Announcement. Neither Numis nor any of
its 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 Numis in connection with this Announcement, any
statement contained herein or otherwise.
Liberum Capital Limited, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively for M&C Saatchi as nominated adviser and broker and
no one else in connection with the Acquisition and will not be
responsible to anyone other than M&C Saatchi for providing the
protections afforded to clients of Liberum Capital Limited nor for
providing advice in relation to the Acquisition or any other
matters referred to in this Announcement. Neither Liberum Capital
Limited nor any of its 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 Liberum Capital Limited in connection
with this Announcement, any statement contained herein or
otherwise.
Relevant securities in issue
In accordance with Rule 2.9 of the Code, M&C Saatchi
confirms that as at the date of this announcement, it has
122,743,435 ordinary shares of 1 pence each in issue and admitted
to trading on AIM, the market operated by the London Stock Exchange
(and holds 485,970 shares in treasury). The total number of voting
rights in the Company is therefore 122,257,465. The International
Securities Identification Number ("ISIN") for M&C Saatchi's
ordinary shares is GB00B01F7T14.
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 and, if later, following the announcement in which any
securities exchange offeror is first identified. 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 each of (i) the offeree company and (ii) any
securities exchange offeror(s). 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 and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror 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 or of any securities exchange offeror. 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 each of (i) the offeree
company and (ii) any securities exchange offeror(s), 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 or a
securities exchange offeror, 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.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available on the Company's website
(www.mcsaatchiplc.com) no later than 12 noon (London time) on 16
August 2022. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
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END
MSCUVSVRUAUWAAR
(END) Dow Jones Newswires
August 15, 2022 11:45 ET (15:45 GMT)
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