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RNS Number : 2501B
Advancedadvt Limited
30 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.
30 September 2022
Final Offer
by
AdvancedAdvT Limited ("ADV")
to acquire
M&C Saatchi Plc ("M&C Saatchi")
Update on Acceptance Levels
-- M&C Saatchi Shareholders who have not yet accepted the
Final Offer are urged to do so as soon as possible and, in any
event, no later than 1.00 p.m. (London time) on 30 September
2022
-- ADV has received valid acceptances of the Final Offer in
respect of 25,076,224 M&C Saatchi Shares, representing
approximately 20.51 per cent. of the issued ordinary share capital
of M&C Saatchi
-- Together with M&C Saatchi Shares that it already holds,
ADV has acquired or agreed to acquire pursuant to the Final Offer
or otherwise 37,076,224 M&C Saatchi Shares representing
approximately 30.33 per cent. of all M&C Saatchi Shares
Update on Acceptance Levels
On 14 June 2022, ADV published the Final Offer Document in
respect of the Final Offer for the issued and to be issued share
capital of M&C Saatchi not already owned by ADV.
On 8 September 2022, ADV published an acceleration statement in
accordance with Rule 31.5 of the Code and announced that a
cceptances of ADV's Final Offer must be received by 1.00pm (London
time) on the new Unconditional Date of 30 September 2022.
As at the date of this announcement, ADV holds 12,000,000
M&C Saatchi Shares and Vin Murria holds 15,237,985 M&C
Saatchi Shares, together representing approximately 22.28 per cent.
of M&C Saatchi's issued ordinary share capital. Vin Murria has
given an irrevocable undertaking to accept the Final Offer in
respect of all of the M&C Saatchi Shares she holds.
In accordance with Rule 17 of the Code, ADV is today providing
an update on the level of acceptances received under the Final
Offer.
As at 1.00 p.m. (London time) on 29 September 2022 (being the
last Business Day prior to the date of this announcement), ADV had
received valid acceptances of the Final Offer in respect of
25,076,224 M&C Saatchi Shares, representing approximately 20.51
per cent. of the issued ordinary share capital of M&C
Saatchi.
The acceptances received includes Vin Murria's acceptance of the
Final Offer, pursuant to the terms of her irrevocable undertaking .
So far as ADV is aware, except for Vin Murria, none of these
acceptances have been received from persons acting in concert with
ADV.
Therefore, taken together with M&C Saatchi Shares that it
already holds, ADV has acquired or agreed to acquire pursuant to
the Final Offer or otherwise 37,076,224 M&C Saatchi Shares
representing approximately 30.33 per cent. of all M&C Saatchi
Shares.
M&C Saatchi Shareholders are reminded that, as a summary and
subject to the fuller description in the Final Offer Document, the
Acceptance Condition shall be satisfied if valid acceptances of the
Final Offer have been received (and not validly withdrawn) by no
later than 1.00pm (London time) on the Unconditional Date in
respect of not less than 90 per cent. (90%) (or such lower
percentage as ADV may decide) of the total M&C Saatchi Shares
to which the Final Offer relates and of the voting rights attached
to those shares, provided that the Acceptance Condition shall not
be satisfied unless, taken together with M&C Saatchi Shares
that it already owns, ADV has acquired or agreed to acquire
pursuant to the Final Offer or otherwise more than 50 per cent.
(50%) of the voting rights then exercisable at a general meeting of
M&C Saatchi.
As at 1.00 p.m. (London time) on 29 September 2022 (being the
last Business Day prior to the date of this announcement), ADV had
received valid acceptances of the Final Offer in respect of
25,076,224 M&C Saatchi Shares, representing approximately 22.74
per cent. of the M&C Saatchi Shares to which the Final Offer
relates (being all issued M&C Saatchi Shares, other than those
owned by ADV).
Save as disclosed in this announcement, as at the close of
business on 29 September 2022 (being the last Business Day prior to
the date of this announcement), neither ADV nor any ADV Director
nor so far as the ADV Directors are aware any other person acting,
or deemed to be acting, in concert with ADV:
a) had an interest in, or right to subscribe for, relevant securities in M&C Saatchi;
b) had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of M&C Saatchi;
c) had procured an irrevocable commitment or letter of intent to
accept the terms of the Final Offer in respect of relevant
securities of M&C Saatchi; or
d) had borrowed or lent any M&C Saatchi Shares.
Furthermore, neither ADV nor any ADV Director nor, so far as the
ADV Directors are aware, any other person acting, or deemed to be
acting, in concert with ADV is party to any arrangement in relation
to relevant securities of M&C Saatchi . For these purposes, an
"arrangement" includes any indemnity or option arrangement, any
agreement or any understanding, formal or informal, of whatever
nature, relating to M&C Saatchi Shares which may be an
inducement to deal or refrain from dealing in such securities.
Action to be taken by M&C Saatchi Shareholders
M&C Saatchi Shareholders who have not yet accepted the Final
Offer are urged to do so as soon as possible but, in any event, by
no later than 1.00 p.m. (London time) on 30 September 2022.
If you have any questions relating the Final Offer Document or
the completion and return of your Form of Acceptance, please
contact Link Group on 0371 664 0321 (from within the UK) or on +44
(0) 371 664 0321 (from outside the UK). Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday
to Friday excluding public holidays in England and Wales.
Please note that Link cannot provide any financial, legal or tax
advice and that calls may be recorded and monitored for security
and training purposes.
Details of actions for M&C Saatchi Shareholders to take are
set out in the Final Offer Document. A copy of the Final Offer
Document will be found at
https://advancedadvt.com/investors/Possible-Offer/default.aspx
General
Defined terms used but not defined in this announcement have the
meanings given to them in the Final Offer Document.
The calculations in this announcement are based upon the issued
share capital of M&C Saatchi as at 1.00 p.m. on 29 September
2022 of 122,257,465 M&C Saatchi Shares.
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
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