TIDMADVT TIDMSAA
RNS Number : 8877A
Advancedadvt Limited
27 September 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.
27 September 2022
Final Offer
by
AdvancedAdvT Limited ("ADV")
to acquire
M&C Saatchi Plc ("M&C Saatchi")
Publication of a Supplemental Prospectus
Following the publication of M&C Saatchi's interim results
for the six month period ended 30 June 2022, ADV announces the
publication of a supplementary prospectus which has been approved
by the Financial Conduct Authority (the "Supplementary
Prospectus"). The Supplementary Prospectus is supplemental to, and
should be read in conjunction with, the prospectus published by ADV
on 14 June 2022 (the "Prospectus").
A copy of the Supplementary Prospectus has been submitted to the
National Storage Mechanism and will shortly be available for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
The Supplementary Prospectus will also be available for viewing
on ADV's website at www.advancedadvt.com .
Enquiries:
+44 ( 0) 20 7004
AdvancedAdvT Limited 2700
Antoinette Vanderpuije
+44 (0) 20 7597
Investec Bank plc 5970
Christopher Baird, Alex Wright, Carlton
Nelson, Nick Prowting
Meare Consulting +44 (0) 7990 858548
Adrian Duffield
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
PSPPPUAGBUPPGAM
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September 27, 2022 11:19 ET (15:19 GMT)
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