REG - M&C Saatchi PLC - Statement regarding publication of Offer Document

M&C SaatchiAnnouncement

14/06/2022 16:30

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RNS Number : 8666O  M&C Saatchi PLC  14 June 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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

FOR IMMEDIATE RELEASE

14 June 2022

 

M&C Saatchi plc

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

Statement regarding publication of AdvancedAdvT Limited ("ADV") Offer Document

On 17 May 2022, ADV announced the terms of an unsolicited hostile offer for
the issued and to be issued share capital of M&C Saatchi not already owned
by ADV (the "ADV Offer"). Subsequent to the announcement of the ADV Offer, the
Directors of the Company unanimously, and unequivocally rejected the
unsolicited hostile ADV Offer on the grounds that, among other things, the ADV
Offer significantly undervalued M&C Saatchi and its future prospects.

Further to the Directors' rejection of the ADV Offer, ADV announced on 20 May
2022 a 'No Increase' statement noting that the financial terms of the ADV
Offer were final and would not be increased, except that ADV reserves its
right to revise the financial terms where the Panel has determined that there
has been a material change of circumstances.

The Directors note today's announcement by ADV of the publication of its
formal offer document in connection with the ADV Offer (the "ADV Offer
Document"). The Directors are reviewing the ADV Offer Document with the
Company's financial advisers and intend to publish their full response to the
ADV Offer in due course. However, in light of the Directors' unanimous and
unequivocal rejection of the ADV Offer and ADV's 'No Increase' statement, the
Directors continue to not recommend the ADV Offer as the terms on which the
ADV Offer was rejected remain unchanged.

In the meantime, M&C Saatchi shareholders are advised to take no action
and are referred to the Company's previous announcements published in response
to the ADV Offer.

A further announcement will be made in due course.

The person responsible for arranging this announcement on behalf of M&C
Saatchi is Gareth Davis, Chairman.

 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, 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 Fifteen 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 Fifteen 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 15 June 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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