REG - Advancedadvt Limited M&C Saatchi PLC - Update on Final Offer for M&C Saatchi

AdvancedAdvTAnnouncement

16/08/2022 07:00

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RNS Number : 0954W  Advancedadvt Limited  16 August 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.

 

16 August 2022

 

AdvancedAdvT Limited

("ADV")

 

Update on Final Offer for M&C Saatchi

 

ADV notes the announcement of M&C Saatchi of 15 August 2022.

As set out in its own announcement of 15 August 2022, ADV reiterates that it
has now received all mandatory regulatory clearances to proceed with its Final
Offer. ADV confirms that the appropriate filings for these clearances were
submitted prior to the publication of M&C Saatchi's defence circular which
was published 28 June 2022.

At the same time as these filings were submitted, ADV, as required, took
appropriate expert advice regarding whether to make a voluntary filing to the
US Committee on Foreign Investment in the United States (CFIUS), following
which it was determined not to make a filing. As noted by M&C Saatchi in
both its defence circular and yesterday's announcement, any CFIUS filing is
voluntary.

 

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

Unless specified to the contrary, terms defined in the Final Offer Document
have the same meaning in this announcement.

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 is 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, 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 because they
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.

The Final Offer is 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 is 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 is 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 (http://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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