Crux Asset Management Limited Letter of Intent

RNS Number : 9144L

Advancedadvt Limited

18 May 2022

 

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

18 May 2022

UPDATE ON SHAREHOLDER SUPPORT RECEIVED BY ADVANCEDADVT LIMITED RE OFFER FOR M&C SAATCHI PLC

Crux Asset Management Limited Letter of Intent

Further to the announcement dated 17 May 2022 ("Offer Announcement") regarding the firm intention of AdvancedAdvT Limited ("AdvancedAdvT") to make an offer for the issued and to be issued share capital of M&C Saatchi plc ("M&C Saatchi") not already owned by AdvancedAdvT (the "Offer"), AdvancedAdvT is pleased to announce that it has received a non-binding letter of intent from Crux Asset Management Limited confirming that it is their current intention to accept, or procure the acceptance of the Offer, in respect of a total of 649,528 M&C Saatchi Shares in respect of which they are able to control the exercise of the voting rights (the "Crux Letter of Intent"), representing approximately 0.5 per cent. of the M&C Saatchi Shares in issue as at 16 May 2022 (being the last Business Day immediately prior to the Offer Announcement).

AdvancedAdvT, together with the shares already owned by AdvancedAdvT, has now received irrevocable undertakings and letters of intent to accept or procure acceptance of the Offer in respect of, approximately 43.0 per cent. of the M&C Saatchi Shares in issue as at 16 May 2022 (being the last Business Day immediately prior to the announcement of the Offer).

Capitalised terms used in this announcement which are not otherwise defined have the same meaning as in the firm Offer Announcement (RNS Number: 7070L).

Enquiries:   

AdvancedAdvT Limited	+44 ( 0) 20 7004 2700
Antoinette Vanderpuije
Investec Bank plc	[phone]
Christopher Baird, Alex Wright, Carlton Nelson, Nick Prowting
Meare Consulting	[phone]
Adrian Duffield

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 Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of M&C Saatchi pursuant to the Offer or otherwise in any jurisdiction in contravention of applicable laws. The Offer will be made solely by means of the Offer Document and (in respect of M&C Saatchi Shares held in certificated form) the acceptance forms accompanying the Offer Document, which will, together, contain the full terms and conditions of the Offer including details of how it may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Offer Document and (in respect of M&C Saatchi Shares held in certificated form) the acceptance forms accompanying the Offer Document.

M&C Saatchi Shareholders are advised to read the Offer Document and (in respect of M&C Saatchi Shares held in certificated form) the acceptance forms accompanying the Offer Document carefully when they become available because they will contain important information in relation to the Offer.

Overseas Jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements.  This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction.  Unless otherwise permitted by applicable law and regulation, the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of, a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The availability of the Offer to M&C Saatchi Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

Further details in relation to M&C Saatchi Shareholders in overseas jurisdictions will be contained in the Offer Document, and the ADV Prospectus, as appropriate.

The Offer will be subject to the applicable requirements of the Code, the AIM Rules, the London Stock Exchange and the FCA.

Notices to US Shareholders

The Offer relates to securities in a non-US company registered in England and Wales quoted on AIM, and is subject to the disclosure requirements, rules and practices applicable to companies listed in the United Kingdom, which differ from those of the United States in certain material respects. This announcement has been prepared in accordance with UK style and practice for the purpose of complying with the laws of England and Wales and the rules of AIM. US shareholders should read this entire document. Accordingly, the Offer will be subject to disclosure and other procedural requirements that are different from those applicable under US domestic tender offer procedures. US shareholders should note that M&C Saatchi is not listed on an American securities exchange, it is not subject to the periodic reporting requirements of the US Securities Exchange Act of 1934, as amended, and is not required to, and does not, file any reports with the SEC thereunder. The financial statements of M&C Saatchi have been prepared in accordance with IFRS, which may not be comparable to financial statements of US companies.

It may be difficult for US shareholders to enforce certain rights and claims arising in connection with the Offer under US federal securities laws since ADV and M&C Saatchi are located outside the United States, and their officers and most of their directors reside outside the United States. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.

To the extent permitted by applicable law and in accordance with the Takeover Code and normal U.K. practice, ADV or its affiliates or agents may make purchases of, or make arrangements to purchase, shares of M&C Saatchi outside the United States otherwise than under the Offer.

The Offer will be subject to the applicable requirements of the Code, the AIM Rules, the London Stock Exchange and the FCA.

Publication on website

In accordance with Rule 26 of the Takeover Code, a copy of this announcement and the Crux Letter of Intent will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on ADV's website at www.AdvancedAdvT.com by no later than noon (London time) on the day following this announcement. The content of this website is not incorporated into and does not form part of this announcement.

 

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