REG - M&C Saatchi PLC Next Fifteen Comms. - Results of Court Meeting and General Meeting

M&C SaatchiAnnouncement

31/10/2022 12:30

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RNS Number : 7659E  M&C Saatchi PLC  31 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

31 October 2022

M&C Saatchi plc

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

Results of Court Meeting and General Meeting on 31 October 2022

Further to the announcement on 21 October 2022 (the "Notice of Reconvened
Meetings"), which set out the reasons why ADV and Vin Murria, who together
hold approximately 22.3% of the issued share capital of M&C Saatchi, were
required by virtue of their previous statement to vote against the Scheme, the
M&C Saatchi Directors announce the results of the Court Meeting held today
in connection with the Next 15 Offer. As set out in the Notice of Reconvened
Meetings, based solely on the implied value of the Next 15 Offer at that time,
the M&C Saatchi Directors were unable to recommend that M&C Saatchi
Shareholders vote in favour of the Scheme at the Reconvened M&C Saatchi
Court Meeting.

At the Court Meeting, as more particularly described below, the requisite
majority of Scheme Shareholders did not vote in favour of the resolution to
approve the Scheme.

Due to the result of the Court Meeting, the Company did not proceed to convene
the General Meeting.

Full details of the resolution that was proposed at the Court Meeting is set
out in the notice of the Court Meeting contained in the Scheme Document.

Lapse of the Next 15 Offer

As a result of votes cast at the Court Meeting, the M&C Saatchi Directors
note that the Next 15 Offer has not satisfied the conditions as outlined in
the Scheme Document and as such, the Next 15 Offer has now lapsed. As both the
Next 15 Offer and ADV Offer have lapsed, M&C Saatchi is no longer in an
offer period for the purposes of the Takeover Code.

The M&C Saatchi Directors believe in the strong, standalone future
prospects of M&C Saatchi. Following the lapse of both the Next 15 Offer
and the ADV Offer, 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, and scale data and
analytics capabilities, and reduce costs.

Voting results of the Court Meeting

The results of the poll at the Court Meeting are set out in the table below.
Each Scheme Shareholder present in person or by proxy was entitled to one vote
for each Scheme Share held at the Voting Record Time.

 Results of Court Meeting                 FOR        AGAINST     TOTAL
 Number of Scheme Shares voted            8,443,468  69,069,738  77,513,206
 Percentage of Scheme Shares voted ((1))  10.89      89.11       100.00

((1)) Rounded to two decimal places.

Further Information

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

 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.

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