Publication of Final Offer Document

RNS Number : 8409O

Advancedadvt Limited

14 June 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.

14 June 2022

AdvancedAdvT Limited ("ADV")

Publication of Final Offer Document - Valuation of competing proposals

Vin Murria, Chair of ADV, said:

"Today we have posted our Final Offer Document. Our all share offer for M&C Saatchi of 209.4 pence per share is notably higher than Next Fifteen Communications' final offer of 198.3 pence per share. 

"M&C Saatchi shareholders now have the choice to accept our higher offer, benefiting from owning more than 53.7% of an enlarged M&C Saatchi/ADV group, or a smaller 13.5% of an enlarged Next Fifteen Communications business (excluding ADV and myself) providing them with the opportunity to have majority ownership of a well-capitalised and high-performing group.

"We have significant cash and an advanced pipeline of accretive acquisitions for M&C Saatchi. Our Final Offer has greater potential to deliver shareholders and employees faster growth and significant value creation.

"As previously stated, Next Fifteen Communications is a credible buyer of M&C Saatchi. However, we believe our proposition offers a greater number of compelling benefits for M&C Saatchi shareholders, in which we hold a 22.3% stake." 

Valuation of competing proposals for M&C Saatchi plc ("M&C Saatchi")

As at 13 June 2022, ADV's final All Share Offer was equivalent to 209.4 pence per M&C Saatchi Share (using ADV's then share price) or 243.9 pence per M&C Saatchi Share (using ADV's net asset value per share); see the appendix below.

As at 13 June 2022, Next Fifteen Communications Group plc's ("NFC") offer value was equivalent to 198.3 pence per M&C Saatchi Share (using NFC's then share price). Since NFC's firm offer announcement on 20 May 2022, the price of a NFC Share has fallen by 23.6 per cent, from 1,266 pence to 967 pence on 13 June 2022.

Under the terms of ADV's Final Offer, M&C Saatchi Shareholders (other than ADV and Vin Murria) would own between 53.7 per cent, and 59.0 per cent of the Enlarged Group. Under NFC's final offer, the same M&C Saatchi Shareholders would own 13.5 per cent of an enlarged NFC.

The board of M&C Saatchi has stated to ADV that it will continue to monitor the impact of volatility in the sector and the relevant share prices of NFC and ADV as an important consideration with respect to its recommendation of either or neither offer.

Publication of Final Offer Document and Prospectus

On 17 May 2022, the board of ADV announced the terms of its offer for the issued and to be issued share capital of M&C Saatchi not already owned by ADV (the "Final Offer").  On 20 May 2022, ADV announced that the financial terms of the Final Offer were final and would not be increased.

The offer document containing the full terms and conditions of the Final Offer and the procedures for acceptance ("Final Offer Document"), together with the related Form of Acceptance, was published today, together with a prospectus ("Prospectus") approved by the FCA regarding the issue of New ADV Shares in connection with the Final Offer.  The latest date by which the Final Offer may be declared or become unconditional, unless extended with the agreement of the Panel, is 13 August 2022.

Compelling ADV Final Offer rationale

M&C Saatchi Shareholders and employees should note (full details are set out in the Final Offer Document):

·   Acceleration: ADV provides a clear opportunity to accelerate M&C Saatchi's digital growth strategy, organically and by acquisition.

·     M&C Saatchi's culture : ADV recognises its dependence on the culture of M&C Saatchi, defined by the behaviour and beliefs of the more than 2,650 employees. The ADV Directors believe that the Enlarged Group will provide greater opportunities to employees and all stakeholders and an opportunity to recognise and embrace a high-performing culture.

·   Investment: ADV plans to build on M&C Saatchi's existing brand, culture and global foundations, and proposes that with better access to investment capital it can build a data, analytics and digitally focussed creative marketing business attracting the best clients and the best talent in the industry.

Given the fall in recent months in valuations, ADV's net cash and M&A expertise is even more valuable in terms of ability to create future shareholder value for the enlarged shareholder base.

·   M&A Strategy: an M&A strategy centred around digital transformation, data analytics and customer experience would be hugely beneficial to the Enlarged Group's growth and potential re-rating.

NFC's final offer - process

NFC's final offer requires the approval of NFC Shareholders, the approval of antitrust authorities in Australia and the UK, together with certain other regulatory and governmental authorities in the United States and the UK.

NFC's final offer, if approved, may not complete until 31 December 2022.

NFC's final offer is being implemented by way of scheme and requires the approval, inter alia, of 75 per cent. in value of M&C Saatchi Shareholders who vote.

Together, ADV and Vin Murria own approximately 22.3 per cent of the issued share capital of M&C Saatchi.

Actions to be taken by M&C Saatchi Shareholders

Details of actions for M&C Saatchi Shareholders to take are set out in the Final Offer Document.  If you have any questions relating the Final Offer Document or the completion and return of your Form of Acceptance, please contact Link Group on 0371 664 0321 (from within the UK) or on [phone] (from outside the UK). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link cannot provide any financial, legal or tax advice and that calls may be recorded and monitored for security and training purposes. Please note that Link Group cannot provide any financial, legal or tax advice and that calls may be recorded and monitored for security and training purposes.

Availability of Final Offer Document and Prospectus

The Final Offer Document, the Form of Acceptance, the Prospectus and this announcement are available on ADV's website at www.AdvancedAdvT.com.  A copy of the Prospectus will also be submitted to the National Storage Mechanism and will shortly thereafter be available for inspection at:https://data.fca.org.uk/#/nsm/nationalstoragemechanism, as well as at the offices of the Company at 11 Buckingham Street, London WC2N 6DF. 

Neither the content of the ADV website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in ADV. 

ADV confirms that the financial terms of the Final Offer are final and will 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.

Unless specified to the contrary, terms defined in the Final Offer Document have the same meaning in this announcement.

Paradice Investment Management LLC have also notified ADV that it no longer intends to comply with the terms of the letter of intent given in connection with the Final Offer in respect of the 6,016,887 M&C Saatchi Shares held by Paradice as at 16 May 2022, representing 4.9% of the M&C Saatchi Shares in issue as at that date, being the last Business Day before ADV's firm offer announcement.

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 APPENDIX

Below is a summary of the Offer:

	All Share Offer		Cash and Shares Offer
Terms based on ADV pence per share and illustrative valuations	Closing Price of 82.75 pence	NAV of 96.4 pence	Closing Price of 82.75 pence	NAV of 96.4 pence
Implied Enterprise Value of issued share capital of M&C Saatchi 1	£271.3m	£313.5m	£270.9m	£304.9m
Cash Consideration per share	-	-	40 pence	40 pence
Implied Equity Value of issued share capital of M&C Saatchi 2	£256.0m	£298.2m	£255.6m	£289.6m
Implied Equity Value of each issued M&C Saatchi share	209.4 pence	243.9 pence	209.1 pence	236.9 pence

As an acquisition company, the board of ADV believes that its net asset value (NAV) per share is the most important metric to highlight to shareholders given it underpins the value of ADV's Final Offer. The NAV of ADV as at 31 May 2022 materially consists of net cash (approximately £104m) and a shareholding in M&C Saatchi (approximately £25 million ³ ).

    Footnotes

¹         Implied Enterprise Value is calculated by adding the equity-related incentives liability of £49.7 million and subtracting the net cash position of M&C Saatchi of £34.4m as at 31 December 2021.

²            Implied Equity Value is calculated based on 100% of the Issued Share Capital of M&C Saatchi of 122,257,465 shares valued at the Offer Terms, based on the closing share price of ADV on 13 June 2022 and ADV's NAV per share at 31 May 2022.

³            Based on 10 days to 31 May 2022 VWAP of M&C Saatchi's share price of 213.8p.

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

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

Investec, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority and PRA in the United Kingdom, is acting exclusively as financial adviser to ADV and for no one else in connection with the Final Offer and will not be responsible to any person other than ADV for providing the protections afforded to clients of Investec, nor for providing advice in relation to the Final Offer, the content of this announcement or any matter referred to in this announcement. Neither Investec nor any of its subsidiaries, branches or 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 Investec in connection with this announcement, any statement contained herein or otherwise.

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 Final 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 Final 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 Final Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The availability of the Final 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 Final Offer Document, and the ADV Prospectus, as appropriate.

The Final 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 Final 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 Final 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 Final 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 Final Offer.

The Final 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 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.

 

END

 

 

ODPBDGDLIBBDGDS