REG - M&C Saatchi PLC Next Fifteen Comms. - Notice of Reconvened Meetings

M&C SaatchiAnnouncement

21/10/2022 07:00

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RNS Number : 6354D  M&C Saatchi PLC  21 October 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

21 October 2022

M&C Saatchi plc

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

Notice of Reconvened Meetings

Further to M&C Saatchi's announcement on 18 October 2022 regarding the
Update of Regulatory Clearances, the M&C Saatchi Directors confirm that
the M&C Saatchi Meetings for the purpose of considering the Next 15 Offer
are to be reconvened for 31 October 2022. Notice of the M&C Saatchi
Meetings will be posted to shareholders no later than 21 October 2022.

The M&C Saatchi Directors also note the following statement made by ADV in
its announcement on 15 August 2022:

"ADV continues to believe that although Next Fifteen Communications plc
("NFC") is a credible buyer of M&C Saatchi, its offer price does not
reflect the value of foregoing control and the significant synergies available
to NFC. Based on the current implied value of NFC's offer, ADV and Vin Murria
intend to vote their shareholdings in M&C Saatchi against NFC's scheme."

The implied value of the Next 15 Offer at the time the above ADV statement was
made was 197.3p based on the Closing Price of a Next 15 Share of 961.0p on 12
August 2022. Based on the Closing Price of a Next 15 Share of 822.0p on 20
October 2022, being the last Business Day prior to this announcement, the
current implied value of the Next 15 Offer is 174.6p.

Consequently, ADV and Vin Murria, who together hold approximately 22.3% of the
issued share capital of M&C Saatchi, will be required by virtue of their
previous statement to vote against the Scheme unless the Closing Price of a
Next 15 Share, and therefore the current implied value of the Next 15 Offer,
increases above this level at the time when ADV and Vin Murria exercise their
votes. Given this, it is highly unlikely that the resolutions required to
approve the Scheme will be passed.

The M&C Saatchi Directors, who have been so advised by Numis and Liberum
as to the financial terms of the Next 15 Offer, continue to consider the terms
of the Next 15 Offer to not be fair and reasonable solely on the basis of the
deterioration in value of a Next 15 Share since the Announcement Date of 20
May 2022. In providing their financial advice to the M&C Saatchi
Directors, Numis and Liberum have taken into account the commercial
assessments of the M&C Saatchi Directors. Liberum is providing independent
financial advice to the M&C Saatchi Directors for the purpose of Rule 3 of
the Takeover Code.

Based solely on the current implied value of the Next 15 Offer, the M&C
Saatchi Directors are unable to recommend that M&C Saatchi Shareholders
vote in favour of the Scheme at the Reconvened M&C Saatchi Court Meeting
nor in favour of the Special Resolution to be proposed at the Reconvened
M&C Saatchi General Meeting.

Should the Scheme fail, the M&C Saatchi Directors will continue to pursue
constructive engagement with all M&C Saatchi Shareholders, including ADV
and Vin Murria who continue to be significant shareholders together holding
approximately 22.3% of the issued share capital of M&C Saatchi.

As previously announced, the M&C Saatchi Directors resolutely believe in
the strong standalone prospects of M&C Saatchi. If the Scheme fails as the
ADV Offer did on 30 September 2022, the M&C Saatchi Directors look forward
to continuing the implementation of M&C Saatchi's strategy as an
independent business including to: invest in high-margin businesses, enhance
margins, further simplify the group, implement technology platforms, scale
data and analytics capabilities, and reduce costs.

Timetable

An updated timetable for the Next 15 Offer is set out below:

 Event                                                                                                                                                                                                                                     Time and/or date
 Latest time for lodging the Form of Proxy for the:                                                                                                                                                                                        10.00 a.m. on 27 October 2022(1)

 Reconvened M&C Saatchi Court Meeting (PINK Form of Proxy)
 Reconvened M&C Saatchi General Meeting (YELLOW Form of Proxy)                                                                                                                                                                             10.15 a.m. on 27 October 2022(2)
 Voting Record Time for the Reconvened Court Meeting and the Reconvened M&C                                                                                                                                                                8.00 p.m. on 27 October 2022 (3)
 Saatchi General Meeting
 Reconvened M&C Saatchi Court Meeting                                                                                                                                                                                                      10.00 a.m. on 31 October 2022
 Reconvened M&C Saatchi General Meeting                                                                                                                                                                                                    10.15 a.m. on 31 October 2022 (4)
 Scheme Court Hearing to sanction the Scheme                                                                                                                                                                                               29 November 2022 (5)
 Last day of dealings in, for registration of transfers of, and disablement in                                                                                                                                                              30 November 2022
 CREST of, M&C Saatchi Shares
 Scheme Record                                                                                                                                                                                                                             6.00 p.m. on 30 November 2022
 Time
 Suspension of admission to trading of, and dealings in M&C Saatchi Shares                                                                                                                                                                 7.30 a.m. on 1 December 2022
 on AIM
 Effective Date(6)                                                                                                                                                                                                                         1 December 2022
 Cancellation of admission to trading of M&C Saatchi Shares on                                                                                                                                                                             8.00 a.m. on 2 December 2022
 AIM
 New Next 15 Shares issued in respect of Scheme Shares                                                                                                                                                                                     8.00 a.m. on 2 December 2022
 Admission and commencement of dealings in New Next 15 Shares on                                                                                                                                                                           8.00 a.m. on 2 December 2022
 AIM
 CREST accounts of M&C Saatchi Shareholders credited with New Next 15                                                                                                                                                                       15 December 2022
 Shares (in respect of Scheme Shares held in uncertificated form)
 Latest date for despatch of cheques in respect of the Cash Consideration due                                                                                                                                                              15 December 2022
 to Scheme Shareholders (in respect of Scheme Shares held in certificated form)
 and share certificates in respect of New Next 15 Shares
 Long Stop Date                                                                                                                                                                                                                            11.59 p.m. on 20 February 2023(7)

 

(1)   The PINK Form of Proxy for use at the Reconvened M&C Saatchi Court
Meeting should be received by Computershare before 10.00 a.m. on 27 October
2022, or, if the Reconvened M&C Saatchi Court Meeting is adjourned, not
later than 48 hours before the time fixed for the holding of the adjourned
Reconvened M&C Saatchi Meeting (excluding any part of a day that is not a
working day). PINK Forms of Proxy not so received may be emailed to
WebQueries@computershare.co.uk at any time prior to the commencement of the
Reconvened M&C Saatchi Court Meeting or presented in person to the
Chairman of the Reconvened M&C Saatchi Court Meeting or the relevant
representative of Computershare at the Reconvened M&C Saatchi Court
Meeting at any time prior to the commencement of the Reconvened M&C
Saatchi Court Meeting.

(2)   The YELLOW Form of Proxy for use at the Reconvened M&C Saatchi
General Meeting must be lodged with Computershare before 10.15 a.m. on 27
October 2022 in order for it to be valid, or, if the Reconvened M&C
Saatchi General Meeting is adjourned, not later than 48 hours before the time
fixed for the holding of the adjourned Reconvened M&C Saatchi Meeting
(excluding any part of a day that is not a working day). YELLOW Forms of Proxy
cannot be handed in after this deadline.

(3)   If a Reconvened M&C Saatchi Meeting is adjourned, only those
Scheme Shareholders (in the case of the Reconvened M&C Saatchi Court
Meeting) and Reconvened M&C Saatchi Shareholders (in the case of the
Reconvened M&C Saatchi General Meeting) on the register of members of
M&C Saatchi at 6.00 p.m. on the day which is two days before the adjourned
Reconvened M&C Saatchi Meeting (excluding any part of a day that is not a
working day) will be entitled to attend and vote at such adjourned Reconvened
M&C Saatchi Meeting.

(4)   To commence at the time fixed or, if later, immediately after the
conclusion or adjournment of the Reconvened M&C Saatchi Court Meeting.

(5)   All Scheme Shareholders are entitled to attend the Scheme Court
Hearing or to be represented by Counsel to support or oppose the sanctioning
of the Scheme. Depending on the date of the Scheme Court Hearing, this right
may be subject to HM Government instructions relating to COVID-19 and any
guidelines issued by the Court. M&C Saatchi will give notice of any
change(s) by issuing an announcement through a Regulatory Information Service.

(6)   The Scheme will become Effective pursuant to its terms upon the Scheme
Court Order being delivered to the Registrar of Companies.

(7)   Or such later date as may be agreed between Next 15 and M&C
Saatchi and, if required, the Panel and/or the Court may allow (if such
approval(s) are required).

 

If any of the expected times and/or dates change, the revised times and/or
dates will be notified to M&C Saatchi Shareholders by announcement through
a Regulatory Information Service, with such announcement being made available
on M&C Saatchi's website at: www.mcsaatchiplc.com
(http://www.mcsaatchiplc.com) .

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, NOMAD

 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 24
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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