TIDMSAA TIDMADVT
RNS Number : 6727G
M&C Saatchi PLC
31 March 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE
MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 ("MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR.
FOR IMMEDIATE RELEASE
31 March 2022
M&C Saatchi plc
("M&C Saatchi" or the "Company")
Further Extension of "Put Up or Shut Up" deadline
On 3 March 2022, the Company announced an extension to the "Put
Up or Shut Up" deadline until 5.00pm on 31 March 2022 had been
granted by the Panel on Takeovers and Mergers (the "Panel"). By
this date, AdvancedAdvT Limited ("AdvT") is required, in accordance
with Rule 2.6(a) of the City Code on Takeovers and Mergers (the
"Code"), either to announce a firm intention to make an offer for
M&C Saatchi or to announce that it does not intend to make an
offer for M&C Saatchi, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies.
Under the further revised proposal, previously announced on 3
February 2022 (the "Further Revised Proposal"), AdvT would offer
each M&C Saatchi shareholder 1.939 new AdvT ordinary shares and
40 pence in cash for each M&C Saatchi ordinary share. AdvT
would also make a mix and match facility available, whereby
(subject to matching opposite elections being made by other M&C
Saatchi shareholders), M&C Saatchi shareholders would be
offered the opportunity to vary the proportions of AdvT ordinary
shares and cash to be received by them. AdvT has also indicated
that it would offer an all-share alternative proposal such that
M&C Saatchi shareholders could instead elect to receive 2.347
new AdvT ordinary shares for each M&C Saatchi ordinary
share.
While the Company continues to facilitate access to provide AdvT
with the opportunity to make a formal offer to the Company's
shareholders, no revised proposal has been forthcoming. The
directors of the Company other than Vin Murria (the "Independent
Directors") reiterate the concerns previously raised in the
Company's announcements of 7 and 24 January 2022, including the
continued undervaluation of the Company; the strategy of the
enlarged AdvT group and, in particular, the lack of clarity over
the deliverability of, and execution risk associated with, their
proposed 'digital-led M&A' strategy; the impact on culture; how
AdvT intends to ensure the retention and appropriate
incentivisation of M&C Saatchi's key management and employees;
and the valuation of AdvT's ordinary shares. As such, the unanimous
conclusion of the Independent Directors continues to be that the
Further Revised Proposal undervalues the Company and its prospects
and would therefore not be recommendable. However, the Independent
Directors believe that it is in the best interests of all
stakeholders in M&C Saatchi to continue to engage
constructively in discussions with AdvT.
Discussions between the parties remain ongoing and in accordance
with Rule 2.6(c) of the Code, the Independent Directors have
requested, and the Panel has consented to, an extension to the
deadline by which AdvT is required either to announce a firm
intention to make an offer for M&C Saatchi in accordance with
Rule 2.7 of the Code or to announce that it does not intend to make
an offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. Such announcement
must now be made by not later than 5.00 p.m. on 28 April 2022 .
This deadline can be further extended by the Independent Directors,
with the consent of the Takeover Panel.
The Independent Directors continue to believe strongly in the
future prospects of M&C Saatchi. The Company's robust financial
performance in 2021 and the momentum into the start of 2022, as
referenced in the trading update on 21 January 2022, positions the
Company strongly for further growth and provides the Independent
Directors with increasing confidence in the success of its
strategy. A s a result, they remain confident in M&C Saatchi's
ability to create material shareholder value.
There can be no certainty that a firm offer will be made. A
further announcement will be made in due course.
This announcement has been made with the consent of AdvT.
The person responsible for arranging this announcement on behalf
of M&C Saatchi is Gareth Davis, Chairman.
For further information please call: M&C Saatchi plc +44 (0)20-7543-4500
Gareth Davis, Chairman
Numis - NOMAD, Financial
Adviser and Corporate
Broker +44 (0)20-7260-1000
Nick Westlake, Stuart
Ord, Iqra Amin
Liberum - Financial
Adviser and Corporate
Broker +44 (0)20-3100-2000
Neil Patel, Benjamin
Cryer, Edward Phillips,
Will King
Tim Medak, Mark Harrison,
M&A
Brunswick - Financial
PR
Sumeet Desai, Stuart
Donnelly, Kate Pope +44 (0)207-404 5959
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.
Disclaimer
Numis Securities, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively for M&C Saatchi and no one else in connection with
the possible offer and will not be responsible to anyone other than
M&C Saatchi for providing the protections afforded to clients
of Numis Securities nor for providing advice in relation to the
possible offer or any other matters referred to in this
announcement. Neither Numis Securities 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
Securities 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 and no one else in connection with
the possible 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 possible 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 penny 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 1
April 2022. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
OUPDBLFXLXLXBBD
(END) Dow Jones Newswires
March 31, 2022 02:00 ET (06:00 GMT)
Advancedadvt (LSE:ADVT)
Gráfico Histórico do Ativo
De Jun 2024 até Jul 2024
Advancedadvt (LSE:ADVT)
Gráfico Histórico do Ativo
De Jul 2023 até Jul 2024