Lapse of ADV Offer

RNS Number : 4305B

M&C Saatchi PLC

30 September 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.

FOR IMMEDIATE RELEASE

30 September 2022

M&C Saatchi plc

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

Lapse of the ADV Offer

The M&C Saatchi Directors note ADV's second announcement of 30 September 2022 that the acceptance condition of the ADV Offer has not been satisfied and consequently the ADV Offer has now lapsed.

ADV has announced that, together with M&C Saatchi Shares that ADV already holds and the M&C Saatchi Shares held by Vin Murria, ADV had acquired or agreed to acquire pursuant to the ADV Offer or otherwise 43,356,824 M&C Saatchi Shares representing approximately 35.5% of all M&C Saatchi Shares.

The M&C Saatchi Directors note that support for the ADV Offer from existing M&C Saatchi Shareholders, excluding the existing ADV and Vin Murria shareholdings, was extremely low at only 13.2% of the issued share capital of M&C Saatchi. In particular, the M&C Saatchi Directors observe that 83.0% of the M&C Saatchi shareholder register that is not held by ADV and Vin Murria, did not support the ADV Offer.

The M&C Saatchi Directors have unanimously recommended that M&C Saatchi Shareholders reject the ADV Offer and consider this outcome to be a strong validation of the position and arguments that the M&C Saatchi Directors laid out in the defence document related to the ADV Offer posted to M&C Saatchi Shareholders on 28 June 2022 and the Company's announcement dated 13 September 2022.

The M&C Saatchi Meetings in respect of the Next 15 Offer are expected to take place in Q4 2022 once Next 15 receives its regulatory approvals in respect of the CFIUS filing unless the Company decides to reconvene the M&C Saatchi Meetings for an earlier date. As noted in the Company's announcement on 19 August 2022, the Company will update M&C Saatchi Shareholders on the expected timing of the reconvened M&C Saatchi Meetings.

The M&C Saatchi Directors continue to recognise the strength of the strategic, commercial and cultural fit of the Next 15 Offer, however at present they are unable to recommend it to M&C Saatchi Shareholders due to the current Next 15 share price.

Capitalised terms used but not defined in this announcement shall have the meanings given to them in the Scheme document related to the Next 15 Offer posted to M&C Saatchi Shareholders on 17 June 2022 (the "M&C Saatchi Scheme Document"), a copy of which is available on M&C Saatchi's website at https://mcsaatchiplc.com/application/files/2716/6308/5670/Scheme_Document_17_June_2022.pdf

For further information please call: M&C Saatchi plc   [phone] Gareth Davis, Chairman Numis Securities [phone] Nick Westlake, Stuart Ord, Iqra Amin, Gary Barford Liberum   [phone] Neil Patel, Benjamin Cryer, Will King Tim Medak, Mark Harrison, M&A Brunswick [phone] 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 City Code of Takeovers and Mergers (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 Securities Limited ("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 15 as nominated adviser and broker and no one else in connection with the ADV Offer and the Next 15 Offer and will not be responsible to anyone other than M&C Saatchi or Next 15 for providing the protections afforded to clients of Numis nor for providing advice in relation to the ADV Offer and the Next 15 Offer 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 ADV Offer and the Next 15 Offer 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 ADV Offer and the Next 15 Offer 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 [phone] 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 3 October 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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