REG - Next Fifteen Comms. M&C Saatchi PLC - Response to Outcome of M&C Saatchi Meetings

M&C SaatchiAnnouncement

31/10/2022 13:00

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RNS Number : 7708E  Next Fifteen Communications Grp PLC  31 October 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE.

 

31 October 2022

FINAL i  CASH AND SHARE ACQUISITION

OF

M&C SAATCHI PLC

BY

NEXT FIFTEEN COMMUNICATIONS GROUP PLC

Next 15 Response to the Outcome of the M&C Saatchi Meetings

Outcome of M&C Saatchi Meetings

Next Fifteen Communications Group plc ("Next 15" or the "Company") notes the
announcement by M&C Saatchi that:

·    at the M&C Saatchi Reconvened Court Meeting the Scheme was not
approved by the requisite majorities of the Scheme Shareholders (as defined in
the Scheme Document); and

·    as such, the M&C Saatchi Reconvened General Meeting was not held.

As detailed in the Company's announcement made on 21 October 2022, the outcome
was expected by the Board of Next 15 (the "Board"), given the previous
statement made by ADV and Vin Murria regarding their intentions to vote their
respective shareholdings in M&C Saatchi against the Next 15 Scheme.

Full details of the results of the M&C Saatchi Meetings can be found in
the announcement released by M&C Saatchi earlier today, which is available
at www.mcsaatchiplc.com (http://www.mcsaatchiplc.com) .

As a result of the failure to pass the required resolution at the M&C
Saatchi Reconvened Court Meeting, the Scheme has lapsed and the acquisition of
M&C Saatchi plc by Next 15 has terminated.

Confident in our future prospects

Next 15 will always maintain pricing discipline when pursuing its M&A
strategy, which may result in certain transactions not proceeding. The Board
remains highly confident in the Next 15 Group's future prospects. As noted in
the Next 15 Group's Interim Results on 26 September 2022, strong trading in H1
has continued into the third quarter of our financial year, with results for
the full financial year expected to be at least in line with management
expectations. The scale and strength of our US business, combined with
recently announced new client wins, give us confidence for further growth in
the next financial year.

Capitalised terms used but not defined in this announcement shall have the
meanings given to them in the supplementary circular posted by Next 15 to its
shareholders on 12 October 2022, a copy of which is available on Next 15's
website at www.next15.com/investors/ (http://www.next15.com/investors/) .

 

Enquiries:

 Next 15
 Tim Dyson (Chief Executive Officer)                   +1 415 350 2801
 Peter Harris (Chief Financial Officer)                +44 20 7908 6444

 Smith Square Partners (Financial adviser to Next 15)  +44 20 3696 7260
 John Craven
 Jonathan Coddington
 Douglas Gilmour

 Numis (Broker and NOMAD to Next 15)                   +44 20 7260 1000
 Mark Lander
 Hugo Rubinstein

 Berenberg (Broker to Next 15)                         +44 20 3207 7800
 Ben Wright
 Mark Whitmore
 Richard Andrews

 MHP (PR adviser to Next 15)                           +44 7710 032 657
 Katie Hunt                                            next15@mhpc.com (mailto:next15@mhpc.com)

 Eleni Menikou

 Pete Lambie
 Robert Collett-Creedy

next15@mhpc.com (mailto:next15@mhpc.com)

Smith Square Partners LLP, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Next 15 and no one else in
connection with the Acquisition and other matters set out in this announcement
and will not be responsible to anyone other than Next 15 for providing the
protections afforded to clients of Smith Square Partners, or for providing
advice in connection with the Acquisition or any matter referred to herein.
Neither Smith Square Partners 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 Smith Square Partners in connection with this announcement,
any statement contained herein or otherwise.

Numis Securities, which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for Next 15 as
nominated adviser and broker, and exclusively for M&C Saatchi as joint
financial advisor and joint broker, and no one else in connection with the
Acquisition and will not be responsible to anyone other than Next 15 and
M&C Saatchi 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.

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is
authorised and regulated by the German Federal Financial Supervisory Authority
(BaFin) and is deemed authorised and regulated by the FCA in the United
Kingdom, is acting exclusively for Next 15 and no one else in connection with
the Acquisition and other matters set out in this Announcement and will not be
responsible to anyone other than Next 15 for providing the protections
afforded to clients of Berenberg, or for providing advice in connection with
the Acquisition or any matter referred to herein. Neither Berenberg 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 Berenberg in
connection with this Announcement, any statement contained herein or
otherwise.

Further information

This announcement is for information purposes only and is not intended to and
does not constitute or form part of an offer, invitation or the solicitation
of an offer or invitation to purchase, or otherwise acquire, subscribe for,
sell or otherwise dispose of any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or otherwise nor
shall there be any sale, issuance or transfer of securities of Next 15 or
M&C Saatchi pursuant to the Acquisition in any jurisdiction in
contravention of applicable laws.

This announcement does not constitute a prospectus or prospectus equivalent
document.

Publication on website and availability of hard copies

 

A copy of this announcement will be available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, for inspection on
Next 15's website www.next15.com/investors/ (http://www.next15.com/investors/)
by no later than 12 noon (London time) on the Business Day following this
announcement. For the avoidance of doubt, the contents of the websites
referred to in this announcement are not incorporated into and do not form
part of this announcement.

Next 15 Shareholders may request a hard copy of this announcement by
contacting Next 15's registrars, Link Group, 0371 664 0300. Calls are charged
at the standard geographic rate and will vary by provider. From overseas
please call +44 (0)371 664 0300. Calls from outside the United Kingdom will be
charged at the applicable international rate. Lines are open between 9.00 a.m.
and 5.30 p.m. Monday to Friday excluding public holidays in England and Wales.

 

 

 i  Next 15 reserves the right to increase the offer price if there is an
announcement on or after the date of this announcement of an offer or a
possible offer for M&C Saatchi by a third party offeror or potential
offeror, other than ADV.

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