REG - M&C Saatchi PLC Advancedadvt Limited - Lapse of ADV Offer

AdvancedAdvTAnnouncement

30/09/2022 17:30

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RNS Number : 4305B  M&C Saatchi PLC  30 September 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

30 September 2022

M&C Saatchi plc

("M&C Saatchi" or the "Company")

Lapse of the ADV Offer

 

The M&C Saatchi Directors note ADV's second announcement of 30 September
2022 that the acceptance condition of the ADV Offer has not been satisfied and
consequently the ADV Offer has now lapsed.

ADV has announced that, together with M&C Saatchi Shares that ADV already
holds and the M&C Saatchi Shares held by Vin Murria, ADV had acquired or
agreed to acquire pursuant to the ADV Offer or otherwise 43,356,824 M&C
Saatchi Shares representing approximately 35.5% of all M&C Saatchi Shares.

The M&C Saatchi Directors note that support for the ADV Offer from
existing M&C Saatchi Shareholders, excluding the existing ADV and Vin
Murria shareholdings, was extremely low at only 13.2% of the issued share
capital of M&C Saatchi. In particular, the M&C Saatchi Directors
observe that 83.0% of the M&C Saatchi shareholder register that is not
held by ADV and Vin Murria, did not support the ADV Offer.

The M&C Saatchi Directors have unanimously recommended that M&C
Saatchi Shareholders reject the ADV Offer and consider this outcome to be a
strong validation of the position and arguments that the M&C Saatchi
Directors laid out in the defence document related to the ADV Offer posted to
M&C Saatchi Shareholders on 28 June 2022 and the Company's announcement
dated 13 September 2022.

The M&C Saatchi Meetings in respect of the Next 15 Offer are expected to
take place in Q4 2022 once Next 15 receives its regulatory approvals in
respect of the CFIUS filing unless the Company decides to reconvene the
M&C Saatchi Meetings for an earlier date. As noted in the Company's
announcement on 19 August 2022, the Company will update M&C Saatchi
Shareholders on the expected timing of the reconvened M&C Saatchi
Meetings.

The M&C Saatchi Directors continue to recognise the strength of the
strategic, commercial and cultural fit of the Next 15 Offer, however at
present they are unable to recommend it to M&C Saatchi Shareholders due to
the current Next 15 share price.

Capitalised terms used but not defined in this announcement shall have the
meanings given to them in the Scheme document related to the Next 15 Offer
posted to M&C Saatchi Shareholders on 17 June 2022 (the "M&C Saatchi
Scheme Document"), a copy of which is available on M&C Saatchi's website
at
https://mcsaatchiplc.com/application/files/2716/6308/5670/Scheme_Document_17_June_2022.pdf
(https://mcsaatchiplc.com/application/files/2716/6308/5670/Scheme_Document_17_June_2022.pdf)

 For further information please call:

M&C Saatchi plc                                                             +44 (0)20-7543-4500
 Gareth Davis, Chairman

 Numis Securities                                    +44 (0)20-7260-1000
 Nick Westlake, Stuart Ord, Iqra Amin, Gary Barford

 Liberum                                                                     +44 (0)20-3100-2000
 Neil Patel, Benjamin Cryer, Will King

 Tim Medak, Mark Harrison, M&A

 Brunswick                                           +44 (0)207-404-5959
 Sumeet Desai, Stuart Donnelly, Kate Pope

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
City Code of Takeovers and Mergers (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 Limited ("Numis"), which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting exclusively for
M&C Saatchi as joint financial adviser and joint broker and for Next 15 as
nominated adviser and broker and no one else in connection with the ADV Offer
and the Next 15 Offer and will not be responsible to anyone other than M&C
Saatchi or Next 15 for providing the protections afforded to clients of Numis
nor for providing advice in relation to the ADV Offer and the Next 15 Offer 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.

Liberum Capital Limited, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for M&C
Saatchi as nominated adviser and broker and no one else in connection with the
ADV Offer and the Next 15 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 ADV Offer
and the Next 15 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 pence
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
(http://www.mcsaatchiplc.com) ) no later than 12 noon (London time) on 3
October 2022. The content of the website referred to in this announcement is
not incorporated into and does not form part of this announcement.

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