Scheme Document & Recommendation of MCS Directors
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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
17 June 2022
M&C Saatchi plc
("M&C Saatchi" or the "Company")
Publication of Scheme Document and Recommendation of M&C Saatchi Directors
On 20 May 2022 (the "Announcement Date"), the boards of M&C Saatchi and Next Fifteen Communications Group plc ("Next 15") announced that they had agreed the terms of a recommended shares and cash acquisition pursuant to which Next 15 proposed to acquire the entire issued and to be issued ordinary share capital of M&C Saatchi (the "Next 15 Offer"), to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").
On 9 June 2022 the board of Next 15 announced that the terms of the Next 15 Offer, as set out in the 2.7 Announcement, were final and would not be increased, except that Next 15 reserved the right to increase the offer price if there were to be an announcement on or after 9 June 2022 of an offer or a possible offer for M&C Saatchi by a third party offeror or potential offeror, other than ADV.
Based on the Closing Price per Next 15 Share on the last practicable date prior to the announcement of the Next 15 Offer of 1,266.0 pence, the Next 15 Offer valued each ordinary share in the capital of M&C Saatchi (collectively "M&C Saatchi Shares") at 247.2 pence, comprising 0.1637 of a New Next 15 Share and 40 pence in cash. Since the Announcement Date, the Next 15 Share price has materially deteriorated. While the terms of the Next 15 Offer are unchanged and the holders of M&C Saatchi Shares ("M&C Saatchi Shareholders") would receive the same number of Next 15 Shares (and as a result own the same percentage of the Enlarged Group) and amount of cash, the terms of the Next 15 Offer now imply a total value of 189 pence per M&C Saatchi Share based on the Closing Price of a Next 15 Share of 910 pence on 16 June 2022, being the Latest Practicable Date.
Recommendation of M&C Saatchi Directors
The M&C Saatchi Directors, who have been so advised by Numis and Liberum as to the financial terms of the Next 15 Offer, no longer consider the terms of the Next 15 Offer to be fair and reasonable solely on the basis of the deterioration in value of Next 15 Shares since the Announcement Date. In providing their financial advice to the M&C Saatchi Directors, Numis and Liberum have taken into account the commercial assessments of the M&C Saatchi Directors. Liberum is providing independent financial advice to the M&C Saatchi Directors for the purpose of Rule 3 of the Takeover Code.
Accordingly, the M&C Saatchi Directors unanimously recommend that M&C Saatchi Shareholders do not vote in favour of the Scheme at the M&C Saatchi Court Meeting nor in favour of the Special Resolution to be proposed at the M&C Saatchi General Meeting (or in the event that the Next 15 Offer is implemented by way of a Takeover Offer, nor to accept or procure acceptance of such Offer).
The M&C Saatchi Directors are aware that M&C Saatchi Shareholders have a range of views on the two offers and on the standalone prospects of M&C Saatchi and consider that each M&C Saatchi Shareholder needs to determine their own position based upon their own perspectives informed by the following guidance from the M&C Saatchi Directors. Based solely on financial terms, the M&C Saatchi Directors consider each of the ADV Offer and Next 15 Offer to be inferior to M&C Saatchi's standalone prospects. However, if those standalone prospects were incapable of being delivered as envisaged, then the M&C Saatchi Directors consider the Next 15 Offer to be superior to the ADV Offer and Next 15 to be the preferred future owner of the M&C Saatchi business for the reasons set out below, including the strategic, commercial, employee and cultural advantages which the M&C Saatchi Directors consider Next 15 to offer the M&C Saatchi business.
The M&C Saatchi Directors' belief in M&C Saatchi's standalone prospects is based on the M&C Saatchi Directors being able to operate the M&C Saatchi business in an unhindered environment and following its existing strategy. In the event that neither the ADV Offer nor Next 15 Offer is successful, the M&C Saatchi Directors recognise that Vin Murria and ADV would represent an aggregate 22.3 per cent. shareholding in M&C Saatchi in a standalone scenario. Such a shareholding in a public listed company is often sufficient to allow such a shareholder(s) to exercise significant influence over the company, even though it is a minority position, through being able to requisition general meetings to propose changes to the board and demanding changes of strategy. Whether or not any such requisitions are successful, they can prove to be a significant distraction to the company, its management team and directors. The M&C Saatchi Directors have no indication as to what approach Vin Murria and ADV would take in this situation except that the M&C Saatchi Directors have been notified that in the event that neither the ADV Offer nor Next 15 Offer is successful, and in the event that the M&C Saatchi Directors do not re-appoint Vin Murria as a director of M&C Saatchi, they would consider convening a general meeting seeking her re-appointment.
Accordingly, the M&C Saatchi Directors have no certainty that the standalone prospects will be capable of being delivered in the way that they currently envisage. Recognising this, M&C Saatchi Shareholders should be aware that when comparing only the Next 15 Offer and the ADV Offer, the M&C Saatchi Directors consider the Next 15 Offer to be superior to the ADV Offer and Next 15 to be the preferred future owner of the M&C Saatchi business, particularly in light of the strategic, commercial, employee and cultural merits of the Next 15 Offer as detailed in the announcement of the Next 15 recommended offer made on 20 May 2022.
The M&C Saatchi Directors who hold M&C Saatchi Shares continue to be bound by their irrevocable undertakings with Next 15 entered into prior to the Announcement Date under which they have irrevocably undertaken to vote in favour of the Scheme at the M&C Saatchi Court Meeting and in favour of the Special Resolution to be proposed at the M&C Saatchi General Meeting (or in the event that the Next 15 Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of such Offer) in respect of their own beneficial holdings of 752,627 M&C Saatchi Shares in aggregate and representing approximately 0.6 per cent. of M&C Saatchi's issued share capital on the Latest Practicable Date. Further details of these irrevocable undertakings are set out in the Scheme Document (as defined below).
The M&C Saatchi Directors intend, in respect of their own beneficial shareholdings, to reject the ADV Offer.
If, prior to the M&C Saatchi Court Meeting, the opinion of the M&C Saatchi Directors with respect to the Next 15 Offer changes, M&C Saatchi Shareholders will be notified of any such change through an RNS announcement, and any such change will also be published on the Company's website at www.mcsaatchi.com .
Publication of the Scheme Document
M&C Saatchi announces that a circular in relation to the Scheme to give effect to the Next 15 Offer (the "Scheme Document") setting out, among other things, a letter from the Chairman of M&C Saatchi, an explanatory statement pursuant to section 897 of the Companies Act, the full terms and conditions of the Scheme, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the actions to be taken by M&C Saatchi Shareholders, will be published today, subject to certain restrictions relating to persons in Restricted Jurisdictions, on M&C Saatchi's website at www.mcsaatchi.com .
Hard copies of the Scheme Document (or, depending on M&C Saatchi Shareholders' communication preferences, a letter or email giving details of the website where the Scheme Document may be accessed) and Forms of Proxy for the Court Meeting and the General Meeting will be sent today to M&C Saatchi Shareholders.
Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this Announcement are to London, United Kingdom times unless stated otherwise.
Action required
As further detailed in the Scheme Document, in order to become Effective, the Scheme will require, among other things, that the requisite majority of: (i) eligible Scheme Shareholders vote in favour of the Scheme at the M&C Saatchi Court Meeting; and (ii) eligible M&C Saatchi Shareholders vote in favour of the Special Resolutions at the General Meeting.
· The approval required at the M&C Saatchi Court Meeting is a simple majority in number of those Scheme Shareholders present and voting (and entitled to vote) in person, electronically (via the Virtual Meeting Platform) or by proxy, representing 75 per cent. or more in value of the Scheme Shares voted by such Scheme Shareholders.
· The approval required for the Special Resolutions to be passed at the General Meeting is at least 75 per cent. of the votes cast on such resolution in person, electronically (via the Virtual Meeting Platform) or by proxy.
The Scheme must also be sanctioned by the Court. The Scheme is also subject to the satisfaction (or, if capable of waiver, the waiver) of the other Conditions and further terms, as described more fully in the Scheme Document.
Notices convening the M&C Saatchi Court Meeting and the General Meeting to be held in person at the offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London EC4N 6AF, United Kingdom at 10.00 a.m. and 10.30 a.m. (or as soon thereafter as the Court Meeting concludes or is adjourned) respectively on 19 August 2022, are set out in the Scheme Document.
Any changes to the arrangements for the M&C Saatchi Court Meeting and the General Meeting will be communicated to Scheme Shareholders and M&C Saatchi Shareholders before the Meetings, including through M&C Saatchi's website www.mcsaatchi.com and by announcement through a Regulatory Information Service.
Whilst COVID-19 restrictions have been lifted as at the date of this Announcement, the COVID-19 situation continues to evolve and the UK Government may change current restrictions or implement further measures relating to the holding of shareholder meetings. As such, while Scheme Shareholders and M&C Saatchi Shareholders will be permitted to attend the M&C Saatchi Court Meeting and/or General Meeting in person if they are entitled to and wish to do so (subject to any applicable COVID-19 restrictions then in force), M&C Saatchi Shareholders and Scheme Shareholders are nevertheless encouraged to appoint "the Chairman of the meeting" as their proxy for the M&C Saatchi Court Meeting and General Meeting, respectively.
Scheme Shareholders and M&C Saatchi Shareholders are asked to complete and sign the Forms of Proxy in accordance with the instructions printed on them, and return them to Computershare Investor Services PLC, the Company's Registrar, by post to The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom, so as to be received as soon as possible and in any event not later than the relevant times set out below:
· PINK Forms of Proxy for the Court Meeting: 10.00 a.m. on 17 August 2022
· YELLOW Forms of Proxy for the General Meeting: 10.30 a.m. on 17 August 2022
or, if in either case the Meeting is adjourned, the relevant Form of Proxy should be received not later than 48 hours (excluding any part of such 48-hour period falling on a day that is not a working day) before the time fixed for the adjourned Meeting.
It is important that, for the M&C Saatchi Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders. Whether or not you intend to attend and/or vote at the Meetings, you are therefore strongly encouraged to: (i) sign and return your Forms of Proxy by post; or (ii) transmit a proxy appointment and voting instruction online via Computershare Investor Services PLC's online facility or through the CREST electronic proxy appointment service as soon as possible. If the PINK Form of Proxy for the M&C Saatchi Court Meeting is not lodged by 10.00 a.m. on 17 August 2022, it may be: (i) scanned and emailed to Computershare Investor Services PLC at the following email address: WebQueries@computershare.co.uk; or (ii) presented in person to the Computershare Investor Services PLC representative who will be present in person at the M&C Saatchi Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof). However, if the YELLOW Form of Proxy for the General Meeting is not lodged by 10.30 a.m. on 17 August 2022, it will be invalid.
Timetable
The Scheme Document contains an expected timetable of principal events in relation to the Scheme, which is also set out in the Appendix to this Announcement. The Scheme remains conditional on the approval of the requisite majority of eligible Scheme Shareholders at the Court Meeting, the requisite majority of eligible M&C Saatchi Shareholders at the General Meeting and the satisfaction (or, if capable of waiver, the waiver) of the other Conditions set out in the Scheme Document, including the sanction of the Court.
The Scheme is expected to become Effective in early Q4 2022. M&C Saatchi will make further announcements through a Regulatory Information Service, with such announcements also being made available on M&C Saatchi's website at www.mcsaatchi.com , in relation to the expected timetable as appropriate in respect of the antitrust and regulatory approvals and authorisations upon which the Acquisition is conditional.
The person responsible for arranging this announcement on behalf of M&C Saatchi is Gareth Davis, Chairman.
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For further information please call:
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APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out the expected dates for implementation of the Scheme. All times shown in this document are London times, unless otherwise stated.
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Event |
Time and/or date |
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Latest time for lodging Forms of Proxy (or submitting proxy instructions) for the: |
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M&C Saatchi Court Meeting (PINK Form of Proxy) |
10.00 a.m. on 17 August 2022 1 |
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M&C Saatchi General Meeting (YELLOW Form of Proxy) |
10.30 a .m. on 17 August 2022 2 |
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Voting Record Time for the M&C Saatchi Court Meeting and the M&C Saatchi General Meeting |
6.00 p.m. on 17 August 2022 3 |
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Next 15 General Meeting |
10.00 a.m. on 19 August 2022 |
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M&C Saatchi Court Meeting |
10.00 a.m. on 19 August 2022 |
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M&C Saatchi General Meeting |
10.30 a.m. on 19 August 2022 4 |
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The following are indicative only and are subject to change 5 |
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Scheme Court Hearing to sanction the Scheme |
a date expected to be in the early part of the fourth quarter of 2022, subject to regulatory clearances, and, in any event, prior to 11.59 p.m. on the Long Stop Date ("D") 6 |
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Last day of dealings in, for registration of transfers of, and disablement in CREST of, M&C Saatchi Shares |
D+1 |
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Scheme Record Time |
6.00 p.m. on D+1 |
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Suspension of listing of, and dealings in, M&C Saatchi Shares on AIM |
7.30 a.m. on D+2 ("ED") |
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Effective Date 7 |
ED |
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Cancellation of admission to trading of M&C Saatchi Shares on AIM |
8.00 a.m. on ED + 1 Business Day |
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Admission and commencement of dealings in New Next 15 Shares on AIM |
8.00 a.m. on ED + 1 Business Day |
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New Next 15 Shares issued in respect of Scheme Shares |
8.00 a.m. on ED + 1 Business Day |
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CREST accounts of M&C Saatchi Shareholders credited with New Next 15 Shares (in respect of Scheme Shares held in uncertificated form) |
ED + 14 |
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CREST accounts of M&C Saatchi Shareholders credited with any Cash Consideration due (in respect of Scheme Shares held in uncertificated form) |
ED + 14 |
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Latest date for despatch of cheques in respect of the Cash Consideration due to Scheme Shareholders (in respect of Scheme Shares held in certificated form) and share certificates in respect of New Next 15 Shares |
ED + 14 |
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Long Stop Date |
11.59 p.m. on 20 February 2023 8 |
If any of the expected times and/or dates above change, the revised times and/or dates will be notified to M&C Saatchi Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on M&C Saatchi's website at www.mcsaatchiplc.com .
Notes:
1. The PINK Form of Proxy for the M&C Saatchi Court Meeting should be received by Computershare before 10.00 a.m. on 17 August 2022, or, if the M&C Saatchi Court Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned M&C Saatchi Meeting (excluding any part of a day that is not a working day). PINK Forms of Proxy not so received may be emailed to WebQueries@computershare.co.uk at any time prior to the commencement of the M&C Saatchi Court Meeting or presented in person to the Chairman of the M&C Saatchi Court Meeting or the relevant representative of Computershare at the M&C Saatchi Court Meeting at any time prior to the commencement of the M&C Saatchi Court Meeting.
2. The YELLOW Form of Proxy for the M&C Saatchi General Meeting must be lodged with Computershare before 10.30 a.m. on 17 August 2022 in order for it to be valid, or, if the M&C Saatchi General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned M&C Saatchi Meeting (excluding any part of a day that is not a working day). YELLOW Forms of Proxy cannot be handed in after this deadline.
3. If a M&C Saatchi Meeting is adjourned, only those Scheme Shareholders (in the case of the M&C Saatchi Court Meeting) and M&C Saatchi Shareholders (in the case of the M&C Saatchi General Meeting) on the register of members of M&C Saatchi at 6.00 p.m. on the day which is two days before the adjourned M&C Saatchi Meeting (excluding any part of a day that is not a working day) will be entitled to attend and vote at such adjourned M&C Saatchi Meeting.
4. To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the M&C Saatchi Court Meeting.
5. These dates and times are indicative only and will depend, among other things, upon the date upon which: (i) the Conditions set out in Part 3 (Conditions to and Certain Further Terms of the Scheme and the Acquisition) of this document are satisfied or (if applicable) waived; (ii) the Court sanctions the Scheme; and (iii) the Scheme Court Order is delivered to the Registrar of Companies. M&C Saatchi will give notice of any change(s) by issuing an announcement through a Regulatory Information Service and, if requested by the Panel, send notice of the change(s) to M&C Saatchi Shareholders and other persons with information rights. M&C Saatchi must implement the Scheme in accordance with the expected timetable unless (i) the M&C Saatchi Directors withdraw their recommendation of the Scheme, (ii) the M&C Saatchi Directors announce their decision to propose an adjournment of any of the M&C Saatchi Meetings or the Scheme Court Hearing, (iii) any of the M&C Saatchi Meetings or the Scheme Court Hearing is adjourned, or (iv) any Condition is invoked in accordance with the Takeover Code.
6. All Scheme Shareholders are entitled to attend the Scheme Court Hearing or to be represented by Counsel to support or oppose the sanctioning of the Scheme. Depending on the date of the Scheme Court Hearing, this right may be subject to HM Government instructions relating to COVID-19 and any guidelines issued by the Court. M&C Saatchi will give notice of any change(s) by issuing an announcement through a Regulatory Information Service.
7. Expected to be early in the fourth quarter of 2022. The Scheme will become Effective pursuant to its terms upon the Scheme Court Order being delivered to the Registrar of Companies.
8. Or such later date as may be agreed between Next 15 and M&C Saatchi and, if required, the Panel and the Court may allow (if such approval(s) are required).
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 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, 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 Acquisition 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 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.
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 Acquisition 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 Acquisition 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 +44 (0)20 7638 0129 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 20 June 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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