REG - M&C Saatchi PLC Advancedadvt Limited Next Fifteen Comms. - Update for Shareholders on Regulatory Filings

AdvancedAdvTAnnouncement

15/08/2022 17:00

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RNS Number : 0756W  M&C Saatchi PLC  15 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

15 August 2022

 

M&C Saatchi plc

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

Update for Shareholders on Regulatory Filings and Associated Timetable

As detailed in the M&C Saatchi Scheme Document dated 17 June 2022, the
Next 15 Offer is conditional, amongst other things, upon certain competition
and regulatory approvals being obtained, including UK CMA merger control
approval, and approvals under the UK National Security and Investment Act 2021
("NSIA"), the Australian foreign investment regulatory framework and from the
US Committee on Foreign Investment in the United States ("CFIUS").

As noted in its announcement earlier today, Next Fifteen Communications Group
plc ("Next 15") has now received the required regulatory approvals pursuant to
the NSIA and the Australian foreign investment regulatory framework. In
addition, in respect of Condition 3(c)(i) of the Next 15 Offer, the CMA has
responded to the briefing paper submitted by Next 15 in respect of the Next 15
Offer and confirmed that it has no further questions in relation to the Next
15 Offer and, as at the date of this announcement, has not otherwise opened an
inquiry, or indicated in writing that it is still investigating whether to
open an inquiry.

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.

In the defence circular published by M&C Saatchi on 28 June 2022 in
connection with the offer by AdvancedAdvT Limited ("ADV"), M&C Saatchi
noted that ADV had failed to include any regulatory conditions in the
timetable of the ADV Offer and flagged to M&C Saatchi Shareholders the
risks associated with ADV's failure to make the appropriate foreign direct
investment filings. Subsequently, ADV acknowledged this omission and made the
appropriate filings in respect of both the Australian foreign investment
regulatory framework and the NSIA.

As noted in its announcement earlier today, ADV has now received its mandatory
regulatory clearances pursuant to the NSIA and the Australian foreign
investment regulatory framework.

The Company's advisers have emphasised to ADV's advisers the importance of
also seeking CFIUS approval with respect to the ADV Offer but were informed by
ADV's advisers that ADV does not consider the pursuit of CFIUS approval from
the American regulators to be warranted. The M&C Saatchi Directors believe
that CFIUS will wish to understand the work performed by the M&C Saatchi
Group in support of the US Government to which a material proportion of the
M&C Saatchi Group's revenue is attributable. The M&C Saatchi Directors
believe that closing the ADV Offer without formally notifying CFIUS of this
transaction would be viewed unfavourably by CFIUS and may carry business risk
for M&C Saatchi given the US Government's sensitivity to foreign ownership
of government contractors and its broad discretion to terminate relevant
contracts without cause. Furthermore, the M&C Saatchi Directors understand
that, in the absence of a pre-closing notification to CFIUS concerning the ADV
Offer, CFIUS would have authority to review the ADV Offer post-closing - a
process that likely would last several months and carry with it an uncertain
outcome.

Consequently, the M&C Saatchi Directors consider that it is in the best
interests of M&C Saatchi Shareholders for ADV to remove any uncertainty
with respect to the consequences of foregoing appropriate regulatory filings
in the United States, as Next 15 has done, and urge both M&C Saatchi
Shareholders and ADV Shareholders to suggest that ADV jointly submit a CFIUS
filing with M&C Saatchi with respect to the ADV Offer.

M&C Saatchi notes that both the existence of the ADV Offer and M&C
Saatchi's understanding that ADV intends to forego CFIUS review with respect
to the ADV Offer will be noted in the disclosures made by M&C Saatchi to
CFIUS with respect to the Next 15 Offer.

Should ADV change its position with respect to the advisability of a
pre-closing CFIUS filing, M&C Saatchi will support ADV in the preparation
of such filing to ensure the M&C Saatchi / ADV CFIUS review can commence
expeditiously.

 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.

Capitalised terms used but not defined in this announcement shall have the
meanings given to them in the scheme document posted to the Company's
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.

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) no later than
12 noon (London time) on 16 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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