TIDMADVT
RNS Number : 9500C
Advancedadvt Limited
14 October 2022
LEI: 254900WYO35S1T334A28
14 October 2022
AdvancedAdvT Limited
(the "Company")
Audited results for the year ended 30 June 2022
AdvancedAdvT Limited (LSE: ADVT) announces that it has published
its audited results for the financial year ended 30 June 2022.
Highlights
-- Net assets of GBP121.6m at 30 June 2022 - Net Asset Value
(NAV) of 91.3 pence per share
-- Cash of GBP104.2m at 30 June 2022
-- Investment in M&C Saatchi plc of 12m shares, representing
a 9.82% interest
-- Prime position to execute on strategy in current economic
climate with a disciplined and patient approach combined with a
strong cash position
Chairperson's Report
2022 has seen a marked step up in our activities as we continued
to focus on our objective to complete a business combination and
generate attractive long-term returns for shareholders. We are now
seeing acquisition valuations falling against the macro-economic
backdrop and are in a strong position with a pipeline of
opportunities and GBP104m of cash to support our strategy.
M&C Saatchi plc ("M&C")
We identified an opportunity to invest in an area of the market
which had experienced and has the potential to deliver significant
digital related growth and opportunity. An initial investment,
purchasing 9.82% of the issued share capital of M&C, was
followed up with an offer to acquire the remainder of M&C.
On 14 June 2022, the Company published a Final Offer for
M&C. On 8 September 2022, the Company announced that
acceptances of its Final Offer must be received by 30 September
2022 and despite some shareholder support we did not receive
sufficient acceptances to reach the 90% acceptance condition and
the Final Offer lapsed.
This was a disappointing outcome given the 42.5% support from
M&C shareholders in our announcement on 17 May 2022. We
believed the Final Offer was beneficial to all the Company's and
M&C stakeholders, introducing new cash to fuel accelerated
growth and investment.
As a significant shareholder in M&C, we will continue to
assess all potential value creation opportunities for M&C.
The Market Opportunity
We aim to take advantage of the reduction in valuations and
proactively seek opportunities to invest in businesses that are
positioned to benefit from the structural changes arising from the
acceleration of digitalisation and the macro environment.
Our searches and evaluations over the last 12 months resulted in
unearthing other potential opportunities which proved sufficiently
compelling to merit careful consideration and assessment. These
were good businesses which we believed could have potentially met
our objectives. However, we also note the importance of being
highly selective of those opportunities and investing at the right
valuation.
2022 has presented new challenges including the impact of the
conflict in Ukraine, global inflation, disruptions to global supply
chains, increasing interest rates, currency movements and general
market volatility. Amidst this disruption and resulting lower
levels of valuation, the Board will continue to apply a disciplined
approach. We believe these new challenges and reduction in
valuations will present new investment opportunities.
Despite the wide and varied challenges, digital adoption has
remained strong. Consumers, businesses, and governments are dealing
with increasing economic and geopolitical uncertainties but have
maintained a strong focus on utilising technology to help
businesses become more resilient, improve efficiency, and enhance
decision making. The importance of digital technologies and
solutions to provide productivity and competitive gains are as
important as ever.
We continue to evaluate high-quality businesses in our pipeline
against a common set of characteristics which we believe are
essential to our strategy and best position a business to
consistently generate long-term value. These include:
-- highly predictable revenue streams;
-- high customer retention;
-- products or services with high barriers to entry;
-- extensive growth opportunities;
-- significant free cash flow generation; and
-- well run businesses in fragmented industries with potential for consolidation.
We believe that our strong cash position, the current economic
downturn combined with our disciplined and patient approach, will
put us in a prime position to execute on our strategy.
Finally, I would like to take this opportunity to thank all my
fellow shareholders for their continued support over this financial
year.
Vin Murria OBE
Chairperson
Enquiries:
Company Secretary 020 7004 2700
Antoinette Vanderpuije
Singer Capital Markets (Broker) 020 7496 3000
Phil Davies
George Tzimas
Meare Consulting 07990 858548
Adrian Duffield
A copy of the Annual Financial Report will shortly be available
on both the 'Shareholder Documents' page of the Company's website
at www.advancedadvt.com and
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Strategy
The Company was formed to seek and identify situations where a
merger of management expertise, improving operating performance,
freeing up cashflow for investment and implementation of a focused
investment and M&A strategy can unlock growth in their core
markets and often into new territories and adjacent sectors.
The Company's objective is to generate attractive long-term
returns for shareholders and to enhance value by supporting
sustainable growth, acquisitions and performance improvements
within the acquired companies.
Over the past quarter of a century companies across all sectors
have increasingly adopted new digital technologies to optimise
business engagements processes and operations. Implementing these
new technologies has become central to driving cost efficiencies,
delivering returns on investments and gaining a competitive
advantage in a digital world. Sectors and businesses with the
highest level of digitalisation display the largest productivity
growth.
Despite the opportunities presented by digitalisation,
pre-Covid-19 adoption of new digital strategies by businesses and
consumers was in part restricted by the willingness of companies to
invest in and adopt such technologies and offerings. The global
restrictions caused by Covid-19 have helped to break down these
barriers and forced businesses to become more agile which has
considerably accelerated digitalisation. Despite businesses cutting
costs because of the Covid-19 pandemic, spending on digital
transformation has increased as organisations rapidly adapt their
business models.
We believe there is significant opportunity to invest in
companies that are positioned to take advantage of the structural
change arising from an unprecedented acceleration of digitalisation
brought about by the current macroeconomic environment, affecting
the way people live, work and consume, and the way businesses
operate, engage and sell to customers. Businesses providing
digital, software and services enabling digitalisation will
therefore be expected to maintain an increased demand for their
products.
There may be significant competition for some or all of the
acquisition opportunities that the Company may explore. Such
competition may for example come from strategic buyers, sovereign
wealth funds, special purpose acquisition companies and public and
private investment funds, many of which are well established and
have extensive experience in identifying and completing
acquisitions. A number of these competitors may possess greater
technical, financial, human and other resources than the Company.
Therefore, the Company may identify an acquisition or investment
opportunity in respect of which it incurs costs, for example
through due diligence and/or financing, but may not be able to
successfully conclude such opportunity with its own resources.
The management team have significant experience in the software
and services sector having invested in and/or operated a range of
high performing businesses. Management has successfully driven
operational excellence within these businesses to deliver organic
growth and has a track record of carrying out targeted accretive
M&A in the software sector, having completed more than 85
bolt-on acquisitions.
Activity and Share Capital
On 5 January 2021, the Company acquired 12,000,000 ordinary
shares of M&C at a price of GBP2.00 per share, representing a
non-controlling interest of c.9.82 per cent. of the current issued
share capital of M&C. The Company viewed this as a good
investment opportunity and subsequently entered discussions with
the board of M&C exploring the opportunity for a possible
merger.
On 17 May 2022, under rule 2.7 of the Takeover Code, the company
announced a firm offer for the share capital of M&C.
On 20 May 2022, a competitive offer, which at the time was
recommended by the board of M&C, was made for the share capital
of M&C by Next Fifteen Communications Plc ("NFC").
On 14 June 2022, the Company published its formal offer and
prospectus in relation to the proposed acquisition of M&C.
On 17 June 2022, the board of M&C rescinded their
recommendation of the NFC offer on the grounds of their falling
share price and the implied value this offer represented.
On 8 September 2022, the Company published an acceleration
statement in accordance with Rule 31.5 of the Takeover Code and
announced that acceptances of the Company's Final Offer must be
received by 1.00pm (London time) on the new Unconditional Date of
30 September 2022.
Unfortunately, on 30 September 2022, the Company did not receive
sufficient acceptances to reach the 90% acceptance condition and
the Final Offer lapsed.
Outlook
We believe that the significant macroeconomic uncertainty and
disruption across a number of industries is likely to result in
accelerated structural change in certain sectors which will result
in the emergence of a number of investment opportunities.
We also note the importance of being highly selective of those
opportunities and will seek out situations whereby target
businesses meet our set criteria and will help deliver against our
objective. We continue to progress discussions in relation to
potential target businesses.
Financial Performance
The Company's loss after taxation for the period to 30 June 2022
was GBP7,715,383 (2021: loss GBP2,546,025). The Company incurred
administrative expenses, largely in respect of the M&C offer,
during the year of GBP3,262,300 (2021: GBP2,552,079), other losses
related to the fair value adjustment of our investment in M&C
of GBP4,800,000 (2021: GBPnil), received interest of GBP346,917
(2021: GBP6,054) and at 30 June 2022 held a cash balance of
GBP104,169,997 (2021: GBP129,244,447). After deducting costs
accrued in respect of operating and transaction-related expenses,
the net asset position was GBP121,657,829 (2021: GBP129,277,358),
resulting in a Net Asset Value per share (NAV) of 91.3pence.
Dividend Policy
It is the Board's policy that prior to an acquisition, no
dividends will be paid. The Company has not yet acquired a trading
operation and we therefore consider it inappropriate to make a
forecast of the likelihood of any future dividends. Following an
acquisition, and subject to the availability of distributable
reserves, dividends will be paid to shareholders when the Directors
believe it is appropriate and commercially prudent to do so.
Statement of Going Concern
The Financial Statements have been prepared on a going concern
basis, which assumes that the Company will continue to be able to
meet its liabilities as they fall due for the foreseeable future.
The Company had cash resources of GBP104,169,997 at 30 June 2022
and net assets of GBP121,657,829. We have considered the financial
position of the Company and have reviewed forecasts and budgets for
a period of at least 12 months following the approval of the
Financial Statements.
Ongoing costs and expenses incurred in connection with seeking
to identify acquisition opportunities (excluding any project
specific costs incurred in pursuit of an acquisition opportunity)
are estimated to be no more than GBP500,000 per annum. Subject to
the structure of any potential transaction, the Company may need to
raise additional funds for the acquisition in the form of equity
and/or debt, which has not been factored into our going concern
assessment as this will be dependent on the size and nature of the
platform acquisition.
Furthermore, we have considered the expected impact of the
Covid-19 pandemic and Ukraine conflict on the Company's forecast
cashflows and liabilities, concluding that prior to completing a
transaction, the pandemic and conflict has no material impact on
the Company due to the nature of its operations. As a result, we
have concluded that, at the date of approval of the Financial
Statements, the Company has sufficient resources for the
foreseeable future and can continue to execute its stated strategy.
Accordingly, it is appropriate to adopt the going concern basis in
the preparation of the Financial Statements.
Corporate Governance
As a company with a Standard Listing, the Company is not
required to comply with the provisions of the UK Corporate
Governance Code. Nevertheless, the Board is committed to
maintaining high standards of corporate governance and will
consider whether to voluntarily adopt and comply with the UK
Corporate Governance Code as part of any acquisition, taking into
account the Company's size and status at that time.
The Company currently complies with the following principles of
the UK Corporate Governance Code:
-- The Company is led by an effective and entrepreneurial Board,
whose role is to promote the long-term sustainable success of the
Company, generating value for shareholders and contributing to
wider society.
-- The Board ensures that it has the policies, processes,
internal control framework, information, time and resources it
needs to function effectively and efficiently.
-- The Board ensures that the necessary resources are in place
for the company to meet its objectives and measure performance
against them.
Given the size and nature of the Company, the Board has not
established any committees and intends to make decisions as a
whole. If the need should arise in the future, for example
following any acquisition, the Board may set up committees as
appropriate.
Consolidated Statement of Comprehensive Income
Year Period
ended ended
30 June 30 June
2022 2021
Note Audited Audited
GBP GBP
Administrative expenses 2 (3,262,300) (2,552,079)
Other (losses) 5 (4,800,000) -
------------- -------------
Operating loss (8,062,300) (2,552,079)
Finance Income 346,917 6,054
------------- -------------
Loss before income taxes (7,715,383) (2,546,025)
Income tax 3 - -
------------- -------------
Loss for the period (7,715,383) (2,546,025)
============= =============
Total comprehensive loss for the
period attributable to owners of the
parent (7,715,383) (2,546,025)
============= =============
Loss per ordinary share (GBP)
Basic 4 (0.06) (0.06)
Diluted 4 (0.06) (0.06)
The Company's activities derive from continuing operations.
Consolidated Statement of Financial Position
As at As at
30 June 30 June
Note 2022 2021
GBP GBP
Non-current assets
Financial asset at fair value through
profit or loss 5 19,200,000 -
------------ -----------
19,200,000 -
Current assets
Trade and other receivables 101,485 229,746
Cash and cash equivalents 6 104,169,997 129,224,447
Total current assets 104,271,482 129,454,193
Total assets 123,471,482 129,454,193
============ ===========
Equity and liabilities
Equity
Sponsor share 2 2
Ordinary shares 131,166,131 131,166,131
Warrant reserve 98,000 98,000
Warrant cancellation reserve 350,000 350,000
Share-based payment reserve 305,104 209,250
Accumulated losses (10,261,408) (2,546,025)
------------ -----------
Total equity 121,657,829 129,277,358
Current liabilities
Trade and other payables 1,813,653 176,835
------------ -----------
Total liabilities 1,813,653 176,835
------------ -----------
Total equity and liabilities 123,471,482 129,454,193
============ ===========
Consolidated Statement of Changes in Equity
Sponsor Ordinary Class Warrant Warrant Share Accumulated Total
share shares A shares reserves Cancellation based losses equity
GBP GBP GBP GBP Reserve payment GBP GBP
GBP reserve
GBP
================ ======= =========== =========== ========= ============= ======== ================
Balance as at 31 - - - - - - - -
July
2020
Issuance of 1
ordinary
share - 1 - - - - - 1
Redesignation of
1
ordinary share 1 (1) - - - - - -
Issuance of
700,000
ordinary shares
and
matching
warrants - 602,000 - 98,000 - - - 700,000
Share issue
costs (275,300) - (275,300)
Issuance of
2,500,000
Class A shares
and
matching
warrants - - 2,150,000 350,000 - - - 2,500,000
Conversion of
2,500,000
Class A shares - 2,150,000 (2,150,000) (350,000) 350,000 - - -
Issuance of
130,000,000
ordinary shares - 130,000,000 - - - - - 130,000,000
Share issue
costs - (1,310,569) - - - - - (1,310,569)
Issuance of 1
sponsor
share 1 - - - - - - 1
Total
comprehensive
loss for the
period - - - - - - (2,546,025) (2,546,025)
Share-based
payment
expense - - - - - 209,250 - 209,250
Balance as at 30
June
2021 2 131,166,131 - 98,000 350,000 209,250 (2,546,025) 129,277,358
Total
comprehensive
loss for the
period - - - - - - (7,715,383) (7,715,383)
Share-based
payment
expense - - - - - 95,854 - 95,854
------- ----------- ----------- --------- ------------- -------- ---------------- -----------
Balance as at 30
June
2022 2 131,166,131 - 98,000 350,000 305,104 (10,261,408) 121,657,829
------- ----------- ----------- --------- ------------- -------- ---------------- -----------
Consolidated Statement of Cash Flows
Note For the For the period
year ended ended
30 June 30 June 2021
2022
GBP GBP
Operating activities
Loss for the period (7,715,383) (2,546,025)
Adjustments to reconcile total operating
loss to net cash flows:
Deduct interest income (281,430) (6,054)
Fair Value adjustment on Investment 4,800,000 -
Add back share based payment expense 95,854 194,250
Working capital adjustments:
Decrease / (increase) in trade and
other receivables and
Prepayments 128,261 (229,746)
Increase in trade and other payables 1,636,818 60,991
------------ --------------
Net cash flows used in operating activities (1,335,880) (2,526,584)
Investing Activities
Purchase of Investment 5 (24,000,000) -
Interest income 281,430 6,054
------------ --------------
Net cash flows (used in)/from investing
activities (23,718,570) 6,054
Financing activities
Proceeds from issue of ordinary share
capital and matching warrants - 133,200,002
Proceeds from issue of A share capital
in MAC I (BVI) Limited - 130,844
Cost of share issuance - (1,585,869)
Net cash flows from financing activities - 131,744,977
Net (decrease)/increase in cash and
cash equivalents (25,054,450) 129,224,447
Cash and cash equivalents at the beginning
of the period 129,224,447 -
------------ --------------
Cash and cash equivalents at the end
of the period 6 104,169,997 129,224,447
============ ==============
Notes to the Consolidated Financial Statements
1. SEGMENT INFORMATION
The Board of Directors is the Company's chief operating
decision-maker. As the Company has not yet commenced trading, the
Board of Directors considers the Company as a whole for the
purposes of assessing performance and allocating resources, and
therefore the Company has one reportable operating segment.
2. ADMINISTRATIVE EXPENSES BY NATURE
For the For the period
year ended ended
30 June 30 June
2022 2021
Company administrative expenses by nature GBP GBP
Directors' fees 224,302 65,609
Professional fees 110,584 115,402
Non-recurring project costs 2,750,468 2,144,971
Listing fees 69,295 23,910
Share based payment expense 95,854 194,250
Branding and website cost 6,910 4,352
Travel and entertainment 3,654 -
Bank charges 1,233 3,585
----------- --------------
3,262,300 2,552,079
=========== ==============
The Company's independent auditor, Baker Tilly Channel Islands
Limited, has fees amounting to GBP15,350 for the interim and final
audit.
3. TAXATION
For the For the
year ended period ended
30 June 30 June
2022 2021
GBP GBP
Analysis of tax in period
Current tax on profits for the period - -
------------ --------------
Total current tax - -
============ ==============
The central management and control of the Company is exercised
in the UK and accordingly the Company is treated as tax resident in
the UK.
Reconciliation of effective rate and tax charge:
For the For the period
year ended ended 30
30 June 2022 June 2021
GBP GBP
Loss on ordinary activities before tax (7,715,383) (2,546,025)
Expenses not deductible for tax purposes 4,896,942 194,250
Over allowance for the tax charge recognised
in the prior year 252,708 -
------------- --------------
Loss on ordinary activities subject to corporation
tax (2,565,733) (2,351,775)
Loss on ordinary activities multiplied by
the rate of corporation tax in the UK of
19% (2021: 19%) (487,489) (446,837)
Effects of:
Losses carried forward for which no deferred
tax recognised 487,489 446,837
------------- --------------
Total taxation charge - -
============= ==============
As at 30 June 2022, cumulative tax losses available to carry
forward against future trading profits were GBP4,917,508 subject to
agreement with HM Revenue & Customs. Prior to an acquisition,
there is no certainty as to future profits and no deferred tax
asset is recognised in relation to these carried forward
losses.
4. LOSS PER ORDINARY SHARE
Basic EPS is calculated by dividing the profit or loss
attributable to equity holders of a company by the weighted average
number of ordinary shares in issue during the period. Diluted EPS
is calculated by adjusting the weighted average number of ordinary
shares outstanding to assume conversion of all dilutive potential
ordinary shares.
The Company has issued 700,000 warrants, each of which is
convertible into one ordinary share. The Company made a loss in the
current period, which would result in the warrants being
anti-dilutive. Therefore, the warrants have not been included in
the calculation of diluted earnings per share.
For the For the
year ended period ended
30 June 30 June
2022 2021
Loss attributable to owners of the parent (7,715,383) (2,546,025)
Weighted average number of ordinary shares
in issue 133,200,000 39,709,880
Weighted average number of ordinary shares
for diluted EPS 133,200,000 39,709,880
Basic and diluted loss per ordinary share
(GBP) (0.06) (0.06)
5. INVESTMENTS
Principal subsidiary undertakings of the Company
The Company directly owns the whole of the issued ordinary share
capital of its subsidiary undertaking. Details of the Company's
subsidiary are presented below:
Proportion Proportion
of ordinary of ordinary
Nature of Country shares held shares held
Subsidiary business of incorporation by parent by the Company
--------------------- ------------ ------------------- ------------- ----------------
Incentive
MAC I (BVI) Limited vehicle BVI 100% 100%
The registered office of MAC I (BVI) Limited Commerce House,
Wickhams Cay 1, Road Town, Tortola, British Virgin Islands
VG1110.
Financial assets of the Company
The Company directly owns equity investments for which the
Company has not elected to recognise fair value gains and losses
through Other Comprehensive Income.
As at 30 As at 30
June 2022 June 2021
GBP GBP
Level 1 Financial assets at fair value through
profit or loss (FVTPL) 19,200,000 -
19,200,000 -
=========== ===========
There were no transfers between levels for fair value
measurements during the year. The Company's policy is to recognise
transfers into and out of fair value hierarchy levels as at the end
of the reporting period.
a) Level 1: The fair value of financial instruments traded in
active markets (such as publicly traded derivatives, and equity
securities) is based on quoted market prices at the end of the
reporting period. The quoted market price used for financial assets
held by the Company is the current bid price. These instruments are
included in level 1.
b) Level 2: The fair value of financial instruments that are not
traded in an active market (e.g. over-the counter derivatives) is
determined using valuation techniques that maximise the use of
observable market data and rely as little as possible on
entity-specific estimates. If all significant inputs required to
fair value an instrument are observable, the instrument is included
in level 2.
c) Level 3: If one or more of the significant inputs is not
based on observable market data, the instrument is included in
level 3. This is the case for unlisted equity securities. During
the year, the following gains/(losses) were recognised in profit or
loss:
For period
For year ended
ended 30 30 June
June 2022 2021
GBP GBP
Fair value (losses) on equity investments
at FVTPL recognised in other (losses) (4,800,000) -
(4,800,000) -
============ ===========
6. CASH AND CASH EQUIVALENTS
As at 30 As at 30
June 2022 June 2021
GBP GBP
Cash and cash equivalents
Cash at bank 64,169,997 129,224,447
Deposits on call 40,000,000 -
------------ ------------
104,169,997 129,224,447
============ ============
Credit risk is managed on a Company basis. Credit risk arises
from cash and cash equivalents and deposits with banks and
financial institutions. For banks and financial institutions, only
independently rated parties with a minimum short-term credit rating
of P-1, as issued by Moody's, are accepted.
7. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS
The Company has the following categories of financial
instruments at the period end:
As at As at
30 June 30 June 2021
2022
GBP GBP
Financial assets measured at amortised cost
Cash and cash equivalents 104,169,997 129,224,447
Other receivables 65,488 2
Financial assets at fair value through profit
or loss (FVTPL) 19,200,000 -
----------- -------------
123,435,485 129,224,449
----------- -------------
Financial liabilities measured at amortised
cost
Trade and other payables 1,813,653 176,835
----------- -------------
1,813,653 176,835
----------- -------------
The Company has exposure to the following risks from its use of
financial instruments:
-- Market risk;
-- Liquidity risk; and
-- Credit risk
This note presents information about the Company's exposure to
each of the above risks and the Company's objectives, policies and
processes for measuring and managing these risks.
The Company's risk management policies are established to
identify and analyse the risks faced by the Company, to set
appropriate risk limits and controls and to monitor risks and
adherence limits. Risk management policies and systems are reviewed
regularly to reflect changes in market conditions and the Company's
activities.
Treasury activities are managed on a Company basis under
policies and procedures approved and monitored by the Board. These
are designed to reduce the financial risks faced by the Company
which primarily relate to movements in interest rates.
Market risk
The Company's activities primarily expose it to the risk of
changes in interest rates due to the significant cash balance held;
however, any change in interest rates will not have a material
effect on the Company. The Company's operations are predominately
in GBP, its functional currency, and accordingly minimal
translation exposures arise in receivables or payables.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to
meet its financial obligations as they fall due. The Company's
approach to managing liquidity is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its
liabilities when due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the
Company's reputation. The Company currently meets all liabilities
from cash reserves and the Directors believe this risk is
adequately mitigated.
Credit risk
Credit risk is the risk that one party to a financial instrument
will cause a financial loss for the other party by failing to
discharge an obligation. The main credit risk relates to the cash
held with financial institutions. The Company manages its exposure
to credit risk associated with its cash deposits by selecting
counterparties with a high credit rating with which to carry out
these transactions. The counterparty for these transactions is
Barclays Bank plc, which holds a short-term credit rating of [P-1],
as issued by Moody's. The Company's maximum exposure to credit risk
is the carrying value of the cash on the Consolidated Statement of
Financial Position reserves and the Directors believe this risk is
adequately mitigated.
Capital management
The Board's policy is to maintain a strong capital base so as to
maintain creditor and market confidence and to sustain future
development of the business. Capital includes stated capital and
all other equity reserves attributable to the equity holders of the
Company and totals GBP121.7million as at 30 June 2022. The
Directors actively monitor this. There were no changes in the
Company's approach to capital management during the period and the
Company's capital management policy will be revisited once an
Acquisition has been identified.
8. RELATED PARTY TRANSACTIONS
James Corsellis and Mark Brangstrup Watts are the managing
partners of MIMLLP and Antoinette Vanderpuije, the Company
Secretary is a partner of MIMLLP. MIMLLP manages MVI II Holdings I
LP which is beneficially owned by MVI II. MVI II Holdings I LP
holds 15.41% of the Company's Ordinary Shares and 1 Sponsor
Share.
James Corsellis, Mark Brangstrup Watts and Antoinette
Vanderpuije have a beneficial interest in the Incentive Shares
through their indirect interest in MLTI which owns 2,000 A2
ordinary shares in the capital of MAC I (BVI) Limited.
James Corsellis and Mark Brangstrup Watts are the managing
partners of Marwyn Capital LLP ("MCLLP"), and Antoinette
Vanderpuije is also a partner. MCLLP provides corporate finance,
company secretarial and managed service support to the Company. The
Company has incurred fees of GBP64,052 in respect of company
secretarial and managed service support, of which GBP39,798 was
outstanding at the balance sheet date. MCLLP was also engaged to
provide corporate finance advice to the Company. On 18 March 2021,
MCLLP and the Company entered into a side letter under which
corporate finance services would be suspended, resulting in the
fees being reduced from GBP10,000 per month to GBPnil effective on
Admission. During the year the Company paid GBPnil for corporate
finance services to MCLLP and GBPnil was outstanding at the balance
sheet date. MCLLP incurred costs of GBP5,278, which it recharged
the Company during the year.
9. POST BALANCE SHEET EVENTS
On 14 June 2022, the Company 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 the Company. On 8
September 2022, the Company published an acceleration statement in
accordance with Rule 31.5 of the Code and announced that
acceptances of the Company's Final Offer must be received on the
new Unconditional Date of 30 September 2022. On 30 September 2022,
the Company did not receive sufficient acceptances to meet the 90%
acceptance condition and the Final Offer lapsed.
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END
FR FFDSULEESEDS
(END) Dow Jones Newswires
October 14, 2022 05:38 ET (09:38 GMT)
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