TIDMSAA TIDMADVT
RNS Number : 6715A
M&C Saatchi PLC
26 September 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
26 September 2022
M&C Saatchi plc
("M&C Saatchi" or the "Company")
ADV Acceptance Levels and Continued Rejection of ADV Offer
Further to the announcement by AdvancedAdvT Limited (" ADV")
earlier today, the M&C Saatchi Directors note that support for
the ADV Offer from existing M&C Saatchi Shareholders is
currently only 0.31% of the issued share capital of M&C
Saatchi, excluding the existing ADV and Vin Murria
shareholdings.
In light of the acceptances received by ADV as referenced above,
the M&C Saatchi Directors note that, together with M&C
Saatchi Shares that ADV already holds and the M&C Saatchi
Shares held by Vin Murria, ADV has acquired or agreed to acquire
pursuant to the ADV Offer or otherwise 27,618,491 M&C Saatchi
Shares representing approximately 22.6% of all M&C Saatchi
Shares.
The M&C Saatchi Directors further note that the ADV Offer is
conditional on ADV receiving acceptances in respect of not less
than 90 per cent. in value of the M&C Saatchi Shares to which
the ADV Offer relates and of the voting rights attached to those
shares. As at the date of this announcement, for the ADV Offer to
become unconditional, ADV requires additional acceptances
representing a further 67.4% in value of all M&C Saatchi
Shares.
For the reasons set out in the Company's announcement dated 13
September 2022 the M&C Saatchi Directors continue to
unanimously recommend that M&C Saatchi Shareholders reject the
ADV Offer and urge M&C Saatchi Shareholders to take no action
in respect of the ADV Offer.
Timetable
If the ADV Offer lapses following the final date for acceptance
of it on 30 September 2022, the M&C Saatchi Meetings in respect
of the Next 15 Offer will still take place in Q4 2022 once Next 15
receives its regulatory approvals in respect of the CFIUS filing,
unless the Company decides to reconvene the M&C Saatchi
Meetings for an earlier date. As noted in the Company's
announcement on 19 August 2022, the Company will update M&C
Saatchi Shareholders on the expected timing of the reconvened
M&C Saatchi Meetings.
The M&C Saatchi Directors recognise the strength of the
strategic, commercial and cultural fit of the Next 15 Offer,
however at present they are unable to recommend it to M&C
Saatchi Shareholders due to the current Next 15 share price.
Capitalised terms used but not defined in this announcement
shall have the meanings given to them in the defence document
related to the ADV Offer posted to M&C Saatchi Shareholders on
28 June 2022 (the "M&C Saatchi Defence Document"), a copy of
which is available on M&C Saatchi's website at
https://www.mcsaatchiplc.com/application/files/1716/5545/7716/Scheme_Documet_17_June_2022.pdf
.
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 City Code of Takeovers and Mergers (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.
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 ADV Offer and the
Next 15 Offer 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 ADV
Offer and the Next 15 Offer 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 ADV Offer and the Next 15 Offer
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 ADV
Offer and the Next 15 Offer 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 27
September 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
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September 26, 2022 08:51 ET (12:51 GMT)
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