Response to Rejection from the M&C Saatchi Board

RNS Number : 9723L

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

AdvancedAdvT Limited ("AdvancedAdvT" or the "Company")

Response to Rejection from the M&C Saatchi Board

The board of AdvancedAdvT note the announcement of 17 May 2022 from M&C Saatchi plc ("M&C Saatchi"), in response to the Offer to be made by AdvancedAdvT for the issued and to be issued share capital of M&C Saatchi not already owned by AdvancedAdvT (the "Offer Shares") (the "Offer").

Offer Terms

As set out in AdvancedAdvT's firm offer announcement of 17 May 2022, under the terms of the Offer, with improved exchange ratios against the proposal of the 3 February 2022, M&C Saatchi Shareholders will be entitled to receive:

· For each M&C Saatchi Share EITHER:

i.  2.043 new AdvancedAdvT Shares (the "New AdvancedAdvT Shares") and 40 pence in cash (the "CashConsideration"), (the "Cash and Shares Offer"),

OR

ii.   2.530 New AdvancedAdvT Shares, (the "All Share Offer").

Set out below is a summary of the Offer relative to the terms of the proposed offer (the "ProposedOffer") set out in M&C Saatchi's announcement of 3 February 2022.

	All Share Offer			Cash and Shares Offer
Terms based on AdvT pence per share and illustrative valuations	Closing price of 82.0 pence	NAV of 93.8 pence	Proposal 03 /02/22 1	Closing price of 82.0 pence	NAV of 93.8 pence	Proposal 03 /02/22 1
Implied Enterprise Value of issued share capital of M&C Saatchi 2	£268.9m	£305.4m	£296.5m	£268.9m	£298.5m	£296.5m
Exchange Ratio	2.53	2.53	2.347	2.043	2.043	1.939
Cash Consideration per share	-	-	-	40 pence	40 pence	40 pence
Implied Equity Value of issued share capital of M&C Saatchi 3	£253.6m	£290.1m	£281.2m	£253.6m	£283.2m	£281.2m
Implied Equity Value of each issued M&C Saatchi share	207.5 pence	237.3 pence	230 pence	207.5 pence	231.6 pence	230 pence

As an acquisition company, the board of AdvancedAdvT believe that our NAV (net asset value) per share is the most important metric to highlight to shareholders given it underpins the value of our Offer.

The NAV of AdvancedAdvT materially consists of net cash (approximately £105m) and a shareholding in M&C Saatchi (approximately £22 million⁴).

M&C Saatchi share price performance since issue of profit forecasts and release of full year 2021 results

The board of AdvancedAdvT notes the announcements by M&C Saatchi on 29 April 2022 regarding the record profit performance delivered in 2021 and the profit forecasts for the years ending 31 December 2022 and 2023.

The board of AdvancedAdvT also notes that whilst the M&C Saatchi share price initially responded positively to these announcements, the M&C Saatchi share price has fallen 16.4%⁵ since the closing share price of M&C Saatchi on 29 April 2022, up until the closing share price of M&C Saatchi on 16 May 2022 (being the date immediately prior to the announcement of the Offer).

Taking into account:

· The improved exchange ratio from the proposal on the 3 February 2022;

· The M&C Saatchi share price post announcement of their strong 2021 results and M&C Saatchi's updated 2022/23 forecasts,

the Board of AdvancedAdvT do not believe that the Offer materially undervalues the business.

Irrevocable undertakings and letters of intent

Under Rule 5 of the City Code on Takeovers and Mergers (the "Code"), AdvancedAdvT cannot currently be interested in more than 30 per cent. of the M&C Saatchi Shares in issue (which, for the purposes of that rule also includes irrevocable undertakings).

As outlined in AdvancedAdvT's announcement today entitled "Crux Asset Management Limited Letter of Intent", AdvancedAdvT and Vin Murria currently own a combined 22.3 per cent. and AdvancedAdvT has received irrevocable undertakings and letters of intent from M&C shareholders representing a further 20.7 per cent., of M&C Saatchi's issued share capital, of which 4.1 per cent. is represented by irrevocable undertakings and 16.6 per cent. is represented by letters of intent.

Consequently, AdvancedAdvT, together with the shares already owned by AdvancedAdvT, has 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 AdvancedAdvT's firm offer announcement of 17 May 2022 (RNS Number: 7070L)

Footnotes

1 Based on AdvancedAdvT's share price of 98 pence per share immediately prior to the suspension of AdvancedAdvT's shares on 7 January 2022.

2 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.

3 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 AdvancedAdvT on 16 May 2022 and AdvancedAdvT's NAV per share of 93.8 pence.

4 Based on M&C Saatchi's share price of 183.8 pence per share on 11 May 2022.

5 FTSE All share index fell 1.5% during the same period.

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 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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