REG - Advancedadvt Limited M&C Saatchi PLC - Offer Lapsed

AdvancedAdvTAnnouncement

30/09/2022 16:45

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RNS Number : 4185B  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.

 

FOR IMMEDIATE RELEASE

 

30 September 2022

 

 

 

Final Offer

 

by

 

AdvancedAdvT Limited ("ADV")

 

to acquire

 

M&C Saatchi Plc ("M&C Saatchi")

 

 

Lapse of Final Offer; ongoing position

 

 

 

Lapse of Final Offer

 

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
acceptances of ADV's Final Offer must be received by 1.00pm (London time) on
the new Unconditional Date of 30 September 2022.  As at 1.00 p.m. (London
time) on 30 September 2022, ADV had not received sufficient acceptances to
satisfy the Acceptance Condition, and the Final Offer has now lapsed. Further
details are set out later in this announcement.

 

This is a disappointing outcome given the published 42.5% support on 17 May
2022 in ADV's Rule 2.7 Announcement.

 

The Final Offer was potentially beneficial to all M&C Saatchi and ADV
stakeholders, introducing new cash to fuel accelerated growth and investment
at a notable premium to the M&C Saatchi share price.

 

The Directors believe that the Final Offer had greater potential than both
Next Fifteen's final offer and the status quo to deliver faster growth and
significant value creation for all shareholders and employees.

 

Ongoing position

 

ADV's position, as a significant shareholder in M&C Saatchi, remains
focused on unlocking all potential value creation opportunities for its
shareholders.

 

ADV believes changes are still required in order to unlock and accelerate the
realisation of the wider potential of the M&C Saatchi business and people.

 

ADV continues to rate, and hold in high regard, both the M&C Saatchi
business and its people.

 

ADV has £104 million of cash and will continue to proactively seek
opportunities to invest in companies that are positioned to take advantage of
the structural changes arising from the acceleration of digitalisation and the
macro environment.

 

Acceptance Levels

 

In accordance with Rule 31.7 of the Code, ADV announces that, as at 1.00 p.m.
(London time) on 30 September 2022 (being the Unconditional Date), ADV had
received valid acceptances of the Final Offer in respect of 31,356,824 M&C
Saatchi Shares, representing approximately 25.65 per cent. of the issued
ordinary share capital of M&C Saatchi.

 

The acceptances received includes Vin Murria's acceptance of the Final Offer
in respect of the 15,237,985 M&C Saatchi Shares that she holds, 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.

 

Taken together with the 12,000,000 M&C Saatchi Shares that it already
holds, ADV has acquired or agreed to acquire pursuant to the Final Offer or
otherwise, a total of 43,356,824 M&C Saatchi Shares representing
approximately 35.46 per cent. of all M&C Saatchi Shares.

 

ADV has therefore received valid acceptances of the Final Offer in respect of
31,356,824 M&C Saatchi Shares, representing approximately 28.44 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).

 

M&C Saatchi Shareholders are reminded that, as a summary and subject to
the fuller description in the Final Offer Document, the Final Offer was
conditional, among other things, on valid acceptances of the Final Offer being
received (and not validly withdrawn) in respect of not less than 90 per cent.
(90%) of the total M&C Saatchi Shares to which the Final Offer related and
of the voting rights attached to those shares.

 

As such, the Acceptance Condition has not been satisfied and the Final Offer
has now lapsed.

 

Save as disclosed in this announcement, as at the Unconditional Date, 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.

 

Further information

 

As the Final Offer has now lapsed, it is no longer open to acceptances and any
accepting M&C Saatchi Shareholders cease to be bound by their acceptances.

 

In the case of M&C Saatchi Shares held in certificated form, the relevant
Form of Acceptance (as defined in the Final Offer Document), share
certificate(s) and/or other document(s) of title will be returned by post (or
such other method as may be approved by the Panel) within seven days as the
Final Offer has now lapsed, to the person or agent whose name and address
(outside any Restricted Jurisdiction) is set out in the Form of Acceptance or,
if none is set out, to the first-named or sole holder at his/her registered
address (provided that no such documents will be sent to an address in a
Restricted Jurisdiction).

 

In the case of M&C Saatchi Shares held in uncertificated form, Link Group,
the Receiving Agent, will, immediately (or within seven days as the Final
Offer has now lapsed, as the Panel may approve), give instructions to
Euroclear to transfer all relevant M&C Saatchi Shares held in escrow
balances in CREST and in relation to which it is the escrow agent for the
purposes of the Final Offer to the original available balances of the M&C
Saatchi Shareholders concerned.

 

ADV will now be subject to Rule 35.1 of the Code, save that ADV reserves the
right to make a further offer for the entire issued and to be issued share
capital of M&C Saatchi not already owned by ADV with the consent of the
Panel, in the event that: (i) such further offer is recommended by the M&C
Saatchi Board; or (ii) a third party other than Next Fifteen announces a firm
intention to make an offer for M&C Saatchi; or (iii) in the other
circumstances set out in Note 1 on Rule 35.1 of the Code.

 

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 30 September 2022 of 122,257,465 M&C
Saatchi Shares.

 

 

Enquiries:

 

 AdvancedAdvT Limited                                           +44 (0) 20 7004 2700
 Antoinette Vanderpuije
 Investec Bank plc                                              +44 (0) 20 7597 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.

 

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.

 

Notices to US Shareholders

 

The Final Offer related to securities in a non-US company registered in
England and Wales quoted on AIM, and was 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 was 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
that arose 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 that has now
lapsed.

 

The Final Offer was subject to the applicable requirements of the Code, the
AIM Rules, the London Stock Exchange and the FCA.

 

 

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