TIDMNFC TIDMSAA
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
FOR IMMEDIATE RELEASE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
25 October 2022
FINAL(i) CASH AND SHARE ACQUISITION
OF
M&C SAATCHI PLC
BY
NEXT FIFTEEN COMMUNICATIONS GROUP PLC
Results of the Next 15 Reconvened General Meeting
Next Fifteen Communications Group plc ("Next 15") announces the
results of its Reconvened General Meeting held today in connection
with the cash and share acquisition of M&C Saatchi plc by Next
15.
The Next 15 Resolution to authorise the Directors to allot and
issue New Next 15 Shares for the purposes of the Acquisition was
duly passed on a poll vote by the requisite majority.
Each shareholder, present in person or by proxy, was entitled to
one vote per share held at the close of business on 21 October
2022. The total number of shares in issue at such time was
98,413,658 ordinary shares of 2.5p each. Next 15 held no ordinary
shares in treasury.
The results of the poll at the Reconvened General Meeting were
as follows:
Ordinary Resolution Number of shares voted % of shares voted
FOR 55,123,216 86.66%
AGAINST 8,482,752 13.34%
WITHHELD* 12,255,571 N/A
TOTAL 63,605,968 100%
*A vote withheld is not a vote in law and counts neither "For"
nor "Against" the Next 15 Resolution.
As noted by the Company in its announcement on 21 October 2022,
Next 15 does not expect the Next 15 Scheme to be approved by
M&C Saatchi Shareholders at the M&C Saatchi Meetings, given
the previous statement made by ADV and Vin Murria (who together
hold approximately 22.3% of M&C Saatchi's issued share capital)
that they intended to vote their respective shareholdings in
M&C Saatchi against the Next 15 Scheme.
Capitalised terms used but not defined in this announcement
shall have the meanings given to them in the supplementary circular
posted by Next 15 to its shareholders on 12 October 2022, a copy of
which is available on Next 15's website at
www.next15.com/investors/.
Enquiries:
Next 15
Tim Dyson (Chief Executive Officer) +1 415 350 2801
Peter Harris (Chief Financial Officer) +44 20 7908 6444
Smith Square Partners (Financial adviser to Next 15) +44 20 3696 7260
John Craven
Jonathan Coddington
Douglas Gilmour
Numis (Broker and NOMAD to Next 15) +44 20 7260 1000
Mark Lander
Hugo Rubinstein
Berenberg (Broker to Next 15) +44 20 3207 7800
Ben Wright
Mark Whitmore
Richard Andrews
MHP (PR adviser to Next 15) +44 20 3128 8100
Katie Hunt next15@mhpc.com
Eleni Menikou
Peter Lambie
Robert Collett-Creedy
Inside Information
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) no. 596/2014 (as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act
2018). On the publication of this announcement via a Regulatory
Information Service, this inside information is now considered to
be in the public domain. The person responsible for making this
announcement is Mark Sanford.
Important Information
Smith Square Partners LLP, which is authorised and regulated by
the FCA in the United Kingdom, is acting exclusively for Next 15
and no one else in connection with the Acquisition and other
matters set out in this announcement and will not be responsible to
anyone other than Next 15 for providing the protections afforded to
clients of Smith Square Partners, or for providing advice in
connection with the Acquisition or any matter referred to herein.
Neither Smith Square Partners 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 Smith Square
Partners in connection with this announcement, any statement
contained herein or otherwise.
Numis Securities, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively for Next 15 as nominated adviser and broker, and
exclusively for M&C Saatchi as joint financial advisor and
joint broker, and no one else in connection with the Acquisition
and will not be responsible to anyone other than Next 15 and
M&C Saatchi for providing the protections afforded to clients
of Numis nor for providing advice in relation to the Acquisition 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.
Joh. Berenberg, Gossler & Co. KG, London Branch
("Berenberg"), which is authorised and regulated by the German
Federal Financial Supervisory Authority (BaFin) and is deemed
authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for Next 15 and no one else in connection with
the Acquisition and other matters set out in this Announcement and
will not be responsible to anyone other than Next 15 for providing
the protections afforded to clients of Berenberg, or for providing
advice in connection with the Acquisition or any matter referred to
herein. Neither Berenberg 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 Berenberg in connection with
this Announcement, any statement contained herein or otherwise.
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 Acquisition or
otherwise nor shall there be any sale, issuance or transfer of
securities of Next 15 or M&C Saatchi pursuant to the
Acquisition in any jurisdiction in contravention of applicable
laws. The Acquisition is being implemented solely pursuant to the
terms of the Scheme Document (or, in the event that the Acquisition
is to be implemented by means of a Takeover Offer, the offer
document), which contains the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition. Any decision in respect of, or other response to, the
Acquisition should be made on the basis of the information
contained in the Scheme Document, the Original Circular and the
Supplementary Circular.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into 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 legal or
regulatory requirements. In particular, the ability of persons who
are not resident in the United Kingdom to vote their M&C
Saatchi Shares with respect to the Scheme at the M&C Saatchi
Court Meeting, or to execute and deliver forms of proxy appointing
another to vote at the M&C Saatchi Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions
in which they are located. Any failure to comply with the
applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. This announcement has
been prepared for the purpose of complying with English law and the
Takeover 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.
Unless otherwise determined by Next 15 or required by the
Takeover Code, and permitted by applicable law and regulation, the
availability of New Next 15 Shares to be issued pursuant to the
Acquisition to M&C Saatchi Shareholders will not be made
available, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may vote in favour of the Acquisition by
any such use, means, instrumentality or form within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement and any formal documentation relating to the
Acquisition 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 or any other jurisdiction where to
do so would constitute a violation of the laws of that
jurisdiction, and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send such documents in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect of the Acquisition. If the Acquisition is
implemented by way of a Takeover Offer (unless otherwise permitted
by applicable law and regulation), the Takeover 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 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
Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities or from within any Restricted
Jurisdiction.
The availability of New Next 15 Shares pursuant to the
Acquisition to M&C Saatchi Shareholders who are not resident in
the United Kingdom or the ability of those persons to hold such
shares may be affected by the laws or regulatory requirements of
the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of,
and observe, any applicable legal or regulatory requirements.
M&C Saatchi Shareholders who are in doubt about such matters
should consult an appropriate independent professional adviser in
the relevant jurisdiction without delay.
Further details in relation to M&C Saatchi Shareholders in
overseas jurisdictions are contained in the Scheme Document.
The Acquisition is subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange and the
FCA.
Additional information for US Investors
The Acquisition relates to the shares of a company incorporated
in England and Wales and is proposed to be effected by means of a
scheme of arrangement under Part 26 of the Companies Act 2006 that
will be governed by the laws of England and Wales. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US
Exchange Act. Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of United States tender offer and proxy solicitation
rules. If, in the future, Next 15 exercises the right to implement
the Acquisition by way of a Takeover Offer and determines to extend
the Takeover Offer into the United States, the Acquisition will be
made in compliance with applicable United States laws and
regulations.
Financial information included in this announcement, the
Original Circular, the Scheme Document and/or the Supplementary
Circular has been or will have been prepared in accordance with
accounting standards applicable in the United Kingdom that may not
be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
It may be difficult for US holders of M&C Saatchi Shares to
enforce their rights and any claim arising out of the US federal
laws, since M&C Saatchi and Next 15 are located in a nonSHYUS
jurisdiction, and some or all of their officers and directors may
be residents of a nonSHYUS jurisdiction. US holders of M&C
Saatchi Shares may not be able to sue a nonSHYUS company or its
officers or directors in a nonSHYUS court for violations of the US
securities laws. Further, it may be difficult to compel a nonSHYUS
company and its affiliates to subject themselves to a US court's
judgement.
The New Next 15 Shares to be issued pursuant to the Scheme have
not been and will not be registered under the US Securities Act or
the securities laws of any state or other jurisdiction of the
United States and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the US Securities Act and such other
laws. The Acquisition is intended to be carried out under a scheme
of arrangement under Part 26 of the Companies Act 2006 (which
requires the approval of the Scheme Shareholders). If so, it is
expected that any New Next 15 Shares to be issued pursuant to the
Scheme to M&C Saatchi Shareholders will be issued in reliance
upon the exemption from the registration requirements of the US
Securities Act, provided by Section 3(a)(10) thereof. The New Next
15 Shares issued pursuant to the Scheme will not be registered
under any US state securities laws and may only be issued to
persons resident in a state pursuant to an exemption from the
registration requirements of the securities laws of such state.
Publication on website and availability of hard copies
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on Next 15's website
www.next15.com/investors/ by no later than 12 noon (London time) on
the Business Day following this announcement. For the avoidance of
doubt, the contents of the websites referred to in this
announcement are not incorporated into and do not form part of this
announcement.
Next 15 Shareholders may request a hard copy of this
announcement by contacting Next 15's registrars, Link Group, 0371
664 0300. Calls are charged at the standard geographic rate and
will vary by provider. From overseas please call +44 (0)371 664
0300. Calls from outside the United Kingdom will be charged at the
applicable international rate. Lines are open between 9.00 a.m. and
5.30 p.m. Monday to Friday excluding public holidays in England and
Wales.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. 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 Takeover Code, any person who is, or
becomes, interested in one per cent. 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 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 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.
(i) Next 15 reserves the right to increase the offer price if
there is an announcement on or after the date of this announcement
of an offer or a possible offer for M&C Saatchi by a third
party offeror or potential offeror, other than ADV.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20221025005592/en/
CONTACT:
Next Fifteen Communications Plc
SOURCE: Next Fifteen Comm
Copyright Business Wire 2022
(END) Dow Jones Newswires
October 25, 2022 06:49 ET (10:49 GMT)
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