REG - M&C Saatchi PLC Advancedadvt Limited Next Fifteen Comms. - Adjournment of M&C Saatchi Meetings

AdvancedAdvTAnnouncement

19/08/2022 11:00

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RNS Number : 6312W  M&C Saatchi PLC  19 August 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

19 August 2022

 

M&C Saatchi plc

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

Adjournment of M&C Saatchi Meetings

 

The Company confirms that, further to the announcement on 8 August 2022, the
M&C Saatchi Meetings convened to be held today were adjourned, with
resolutions to be proposed at them not put to the M&C Saatchi Shareholders
present. As set out in the Company's announcement of 25 July 2022, Day 60 of
the ADV Offer, being the latest date by which all of the conditions to the ADV
Offer must be satisfied or waived, will be the fourth business day before the
hearing of the Court to sanction the Next 15 Offer Scheme (the "Court Sanction
Hearing"). As the timing of Day 60 of the ADV Offer is linked to the date of
the Next 15 Court Sanction Hearing, given the adjournment of the M&C
Saatchi Meetings, it is expected that Day 60 of the ADV Offer will also now
occur in early Q4 2022. The Company will update shareholders on the expected
timing of the reconvened M&C Saatchi Meetings and therefore Day 60 of the
ADV Offer in due course.

M&C Saatchi Shareholders are not therefore required to take any action in
respect of either the ADV Offer or Next 15 Offer at this time.

Next 15 has received the required regulatory approvals pursuant to the NSIA
and the Australian foreign investment regulatory framework and the CMA has
confirmed that it has no further questions in relation to the Next 15 Offer as
at the date of this announcement. Accordingly, the only regulatory approval
remaining outstanding for Next 15 is the CFIUS approval in the United States
which it is expected will be received during the early part of Q4 2022 as
detailed in the M&C Saatchi Scheme Document and in previous Company
announcements.

Capitalised terms used but not defined in this announcement shall have the
meanings given to them in the scheme document posted to its shareholders on 17
June 2022 (the "M&C Saatchi Scheme Document"), a copy of which is
available on M&C Saatchi's website at
www.mcsaatchiplc.com/next-15-approve.

 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
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
Acquisition 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 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.

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
Acquisition 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 Acquisition 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 22
August 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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