Offer for M&C Saatchi plc

Companies

Next 15 Group (NFG)

UK 100

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•	49.8 per cent. to the Closing Price of 165.0 pence per M&C Saatchi Share on the Last Practicable Date;
•	47.6 per cent. to the Closing Price of 167.5 pence per M&C Saatchi Share on 4 January 2022, being the last Business Day prior to ADV's announcement of its acquisition of a minority stake in M&C Saatchi;
•	41.1 per cent. to the average Closing Price per M&C Saatchi Share of 175.2 pence in the 3 months prior to and including the Last Practicable Date;
•	53.6 per cent. to the average Closing Price per M&C Saatchi Share of 160.9 pence in the 3 months prior to and including 4 January 2022;
•	19.1 per cent. to the ADV All Share Offer of 2.530 ADV Shares per M&C Saatchi Share based on the ADV Closing Price of 82.0 pence on 16 May 2022, being the last Business Day prior to the date of ADV's announcement of its firm offer; and
•	19.1 per cent. to the ADV Cash and Shares Offer of 2.043 ADV Shares and 40 pence in cash per M&C Saatchi Share, based on the ADV Closing Price of 82.0 pence on 16 May 2022, being the last Business Day prior to the date of ADV's announcement of its firm offer.

•	a multiple of 10.0 times M&C Saatchi's forecast headline profit before tax for the 12 months to 31 December 2022, expected to be in the region of £31.0 million; and
•	a multiple of 7.6 times M&C Saatchi's forecast headline profit before tax for the 12 months to 31 December 2023, expected to be in the region of £41.0 million.

•	Next Fifteen's and M&C Saatchi's geographic presences are highly complementary. The Enlarged Group is expected to be a leading player with strong brands in countries across the globe, including the US, UK, Asia and Australia. This diversifies and expands Next Fifteen's and M&C Saatchi's existing exposure to attractive end-markets with favourable long-term growth trends and strong industry fundamentals.
•	Loyal, blue-chip clients with minimal overlap bringing together a diversified, high-quality group of international customers.
•	M&C Saatchi's expertise in the public sector, in both the UK and particularly the US, would add a new dimension to Next Fifteen's service offering and marketing position.
•	Next Fifteen's in-house data analytics capability could be immediately leveraged across the Enlarged Group to create significant new client opportunities.
•	Investments in data and technology would be applied to a much larger platform and client base.

•	Expected to be immediately and materially earnings enhancing, with the potential to unlock significant synergies.
•	The Enlarged Group would be characterised by attractive margins and a highly cash generative financial profile.
•	Strong balance sheet to be maintained.

•	Next Fifteen's and M&C Saatchi's teams have an established track record for service delivery, innovation and creativity.
•	The Enlarged Group would provide further opportunities for M&C Saatchi and Next Fifteen to continue to hire and retain the best talent.

•	The combination would enable clients to benefit from a broader suite of relevant and complementary capabilities across the globe.
•	Clients would benefit from access to the combined talent of the Enlarged Group.

•	"Next Fifteen has made a strong start to the new financial year with a continuation of the trends and performance seen in Q4 and we are pleased to report that we expect to deliver another year of strong organic revenue growth
•	The acquisition of Engine and the major contract win by Mach49 gives the group further confidence in another year of significant progress "

Gareth Davis (Chairman)	+44 20 7543 4500
Moray MacLennan (Chief Executive Officer)

Tim Dyson (Chief Executive Officer)	+1 415 350 2801
Peter Harris (Chief Financial Officer)	+44 20 7908 6444

Numis (Joint financial adviser and joint broker to M&C Saatchi)	+44 20 7260 1000
Stuart Ord
Nick Westlake
Iqra Amin
Gary Barford
Liberum (Joint financial adviser, joint broker and NOMAD to M&C Saatchi)	+44 20 3100 2000
Neil Patel
Tim Medak
Mark Harrison
Benjamin Cryer
William King
Brunswick Group (PR adviser to M&C Saatchi)	+44 (0)207-404-5959
Sumeet Desai
Stuart Donnelly
Kate Pope
Smith Square Partners (Financial adviser to Next Fifteen)	+44 20 3696 7260
John Craven
Jonathan Coddington
Douglas Gilmour
Numis (Broker and NOMAD to Next Fifteen)	+44 20 7260 1000
Mark Lander
Hugo Rubinstein
Berenberg (Broker to Next Fifteen)	+44 20 3207 7800
Ben Wright
Mark Whitmore
Richard Andrews
MHP (PR adviser to Next Fifteen)	+44 20 3128 8100
Peter Hewer	next15@mhpc.com
Robert Collett-Creedy
Eleni Menikou

•	2021 net revenue growth of 10.6 per cent. Like-for-like growth of 15.1 per cent.
•	Record 2021 Headline operating profit £31.1 million (2020: £12.0 million), ahead of expectations, reflecting strong new business and deepening client relationships.
•	2021 Headline operating profit margin 12.5 per cent. (2020: 5.3 per cent.).
•	Net cash £34.4 million (2020: £32.7 million). Borrowings reduced to £20.6 million (2020: £29.6 million).
•	New client wins and deepened relationships: Google, Uber, WHOOP, Gorillas, PepsiCo, TikTok and Mondelez.
•	Over 50 creative awards won in 2021 and a record number of effectiveness awards.

•	19.1 per cent. to the ADV All Share Offer of 2.530 ADV Shares per M&C Saatchi Share based on the ADV Closing Price of 82.0 pence on 16 May 2022, being the last Business Day prior to the date of ADV's announcement of its firm offer;
•	19.1 per cent. to the ADV Cash and Shares Offer of 2.043 ADV Shares and 40 pence in cash per M&C Saatchi Share, based on the ADV Closing Price of 82.0 pence on 16 May 2022, being the last Business Day prior to the date of ADV's announcement of its firm offer; and
•	47.6 per cent. to the Closing Price per M&C Saatchi Share of 167.5 pence on 4 January 2022 (being the last business day prior to the speculation in connection with the approach from ADV).

•	Advertising & CRM: Blending marketing science with creativity through earned, owned and paid-for content;
•	Media & Performance: Connecting brands with digitally connected consumers;
•	Global & Social Issues: Driving global and social change, protecting the planet and transforming lives for the better;
•	Brand & Experience: Transforming businesses by unlocking existing and new growth opportunities; and
•	Sponsorship & Talent: Connecting brands direct to consumers through passions and personalities.

(a)	Confidentiality Agreements and Joint Defence Agreement
	Next Fifteen and M&C Saatchi have entered into a mutual non-disclosure agreement dated 24 March 2022 pursuant to which each of Next Fifteen and M&C Saatchi has undertaken, among other things, to keep certain information relating to the Acquisition and the other party confidential and not to disclose it to third parties (other than to permitted parties) unless required by law or regulation.
	Next Fifteen and M&C Saatchi have also entered into a clean team confidentiality agreement dated 20 April 2022, which sets out how any confidential information that is competitively sensitive can be disclosed, used or shared.
	In addition, Next Fifteen and M&C Saatchi have entered into a joint defence agreement dated 20 April 2022 to ensure that the exchange and/or disclosure of certain materials relating to the parties only takes place between their respective external regulatory counsel and external experts, and does not diminish in any way the confidentiality of such materials and does not result in a waiver of privilege, right or immunity that might otherwise be available.
(b)	Cooperation Agreement
	Next Fifteen and M&C Saatchi have entered into a cooperation agreement dated 20 May 2022 with respect to conduct of the Acquisition. Under the terms of the Cooperation Agreement, Next Fifteen and M&C Saatchi have agreed, among other things, that (in summary):
(i)		Next Fifteen and M&C Saatchi will co-operate with each other in order to assist in obtaining clearance from competition and other regulatory bodies in order to satisfy the Conditions relating to such clearances;
(ii)		Next Fifteen and M&C Saatchi will provide each other with certain information and assistance in the preparation of the Scheme Document and the Next Fifteen Circular;
(iii)		Next Fifteen will be subject to certain customary restrictions on the conduct of its business during the period prior to completion of the Acquisition, which prohibit, among other things: (a) the payment by Next Fifteen of dividends (other than in the ordinary course and consistent with past practice or by reference to a record date after the Effective Date); or (b) splitting, combining or reclassifying any of the Next Fifteen Shares or amending its memorandum or articles of association to adversely impact the New Next Fifteen Shares;
(iv)		M&C Saatchi intends to write to participants in the M&C Saatchi Share Schemes to inform them of the impact of the Scheme on their outstanding options under the M&C Saatchi Share Schemes; and
(v)		Next Fifteen and M&C Saatchi intend to implement the Acquisition by way of the Scheme, subject to the ability of Next Fifteen with the consent of the Panel, to proceed by way of an Offer in the circumstances described in paragraph 21 below.

(a)	As at the close of business on the Last Practicable Date, save for the irrevocable undertakings referred to in paragraph 4 above, neither Next Fifteen, nor any of the Next Fifteen Directors, nor, so far as Next Fifteen is aware, any person acting in concert (within the meaning of the Takeover Code) with Next Fifteen has:
(i)		any interest in, or right to subscribe for, any M&C Saatchi Shares nor does any such person have any short position in M&C Saatchi Shares, including any short position under a derivative, any agreement to sell, any delivery obligation or right to require another person to purchase or take delivery of M&C Saatchi Shares;
(ii)		borrowed or lent any M&C Saatchi Shares or entered into any financial collateral arrangements relating to M&C Saatchi Shares; or
(iii)		any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code in relation to M&C Saatchi Shares or in relation to securities convertible or exchangeable into M&C Saatchi Shares.

(a)	this Announcement;
(b)	irrevocable undertakings listed in Appendix 3 to this Announcement;
(c)	the Confidentiality Agreement;
(d)	the Clean Team Agreement;
(e)	the Cooperation Agreement;
(f)	the Joint Defence Agreement;
(g)	the Restated Facilities Agreement;
(h)	consent letters from each of Numis, Liberum, BDO, Berenberg and Smith Square Partners.

Name of M&C Saatchi Director	Number of M&C Saatchi Shares*	Percentage of M&C Saatchi issued share capital
Lisa Gordon	50,000	0.04 per cent.
Gareth Davis	102,720	0.1 per cent.
Moray MacLennan	562,149	0.5 per cent.
Louise Jackson	Nil	Nil
Colin Jones	37,758	0.03 per cent.

Name of Next Fifteen Director	Number of Next Fifteen Shares*	Percentage of Next Fifteen issued share capital
Penelope Ladkin-Brand	85,118	0.1 per cent.
Peter Harris	386,128	0.4 per cent.
Jonathan Peachey	170	0.0 per cent.
Timothy Dyson	5,000,000	5.1 per cent.

•	There will be no material changes to existing prevailing macroeconomic or political conditions in any of the markets and regions in which M&C Saatchi operates due to any impact of the ongoing Ukraine-Russia crisis.
•	There will be no material changes to the conditions of the markets and regions in which M&C Saatchi operates or in relation to customer demand or the behaviour of competitors in those markets and regions.
•	Interest rates, inflation, foreign exchange and tax rates in the markets and regions in which M&C Saatchi operates will remain materially unchanged from the prevailing expectations.
•	There will be no significant further increase in global economic uncertainty as a result of the Covid-19 pandemic.
•	There will be no material adverse events that will have a significant impact on M&C Saatchi's financial performance (such as a natural disaster, an act of terrorism or change in political regime) which results in significant disruption to M&C Saatchi's business.
•	There will be no business disruptions that materially affect M&C Saatchi or its key customers as a result of a cyberattack and/or technological issues or supply chain disruptions.
•	There will be no material changes in legislation or regulatory requirements impacting M&C Saatchi's operations or on its accounting policies.
•	There will be no material litigation in relation to any of M&C Saatchi's operations.

1.	The Acquisition will be subject to the satisfaction (or waiver, if permitted) of the Conditions set out in this Appendix 1, to the further terms set out in this Appendix 1, and to the full terms and conditions which will be set out in the Scheme Document.
2.	Subject to the requirements of the Panel and the Takeover Code, Next Fifteen reserves the right to waive, in whole or in part, all or any of the Conditions above, except for Conditions 1, 2(a), 2(b), 2(d) and 2(f), which cannot be waived. The deadlines in Conditions 2(c) and 2(e) may also be extended to such later date as may be agreed in writing by Next Fifteen and M&C Saatchi (with the Panel's consent and approval of the Court, if required). If any of Conditions 2(c) and 2(e) are not satisfied by the relevant deadline specified in the relevant Condition, Next Fifteen shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether, subject to paragraph 8 below, it has invoked the relevant Condition, waived the relevant deadline or agreed with M&C Saatchi to extend the relevant deadline.
3.	Conditions 1, 2(a), 2(b), 2(d), 2(f) and 3(c) to (j) (inclusive) must be fulfilled or (if capable of waiver) be waived by Next Fifteen, by no later than 11.59 p.m. on the date immediately preceding the date of the Scheme Court Hearing, failing which the Scheme will lapse. Neither Next Fifteen nor M&C Saatchi shall be under any obligation to waive (if capable of waiver) or treat as satisfied any of the Conditions that is entitled (with the consent of the Panel and subject to the requirements of the Takeover Code) to invoke, by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that the other Conditions of the offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.
4.	Under Rule 13.5(a) of the Takeover Code, Next Fifteen may not invoke a Condition so as to cause the Scheme not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to Next Fifteen in the context of the Acquisition.
5.	Next Fifteen may only invoke a Condition that is subject to Rule 13.5(a) of the Takeover Code with the consent of the Panel and any Condition that is subject to Rule 13.5(a) of the Takeover Code may be waived by Next Fifteen.
6.	Conditions 1, 2, 3(a) and 3(b) and, if applicable, any acceptance condition if the Acquisition is implemented by means of an Offer, are not subject to Rule 13.5(a) of the Takeover Code.

1.	The Scheme will be governed by English law and be subject to the jurisdiction of the Courts and to the conditions and further terms set out in this Announcement and in the Scheme Document. The Acquisition will comply with the applicable rules and regulations of AIM and the Takeover Code and be subject to the applicable requirements of the Panel, the London Stock Exchange, the FCA and the Registrar of Companies. This Announcement does not constitute, or form part of, an offer or invitation to purchase M&C Saatchi Shares or any other securities.
2.	Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.
3.	If Next Fifteen is required by the Panel to make an offer for M&C Saatchi Shares under the provisions of Rule 9 of the Takeover Code, Next Fifteen may make such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule.
4.	Fractions of New Next Fifteen Shares will not be allotted or issued to persons accepting the Scheme. Fractional entitlements to New Next Fifteen Shares will be aggregated and sold in the market and the net proceeds of sale distributed pro rata to persons entitled thereto. However, individual entitlements to amounts of less than £3 will not be paid to persons accepting the Scheme but will be retained for the benefit of Next Fifteen.
5.	The offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.
6.	The New Next Fifteen Shares to be issued pursuant to the Acquisition have not been and will not be registered under the US Securities Act nor under any of the relevant securities laws of any Restricted Jurisdiction. Accordingly, the New Next Fifteen Shares may not be offered, sold or delivered, directly or indirectly, into any Restricted Jurisdiction, except pursuant to exemptions from applicable requirements of any such jurisdiction.
7.	The New Next Fifteen Shares will be issued credited as fully paid and will rank pari passu in all respects with the existing Next Fifteen Shares. Application will be made to the London Stock Exchange for the New Next Fifteen Shares to be admitted to trading on AIM.
8.	M&C Saatchi Shares which will be acquired under the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this Announcement.
9.	If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by M&C Saatchi in respect of a M&C Saatchi Share on or after the date of this Announcement and prior to the Effective Date, Next Fifteen will have the right to reduce the value of the consideration payable for each M&C Saatchi Share by up to the amount per M&C Saatchi Share of such dividend, distribution or return of value except where the M&C Saatchi Share is or will be acquired pursuant to the Scheme on a basis which entitles Next Fifteen to receive the dividend, distribution or return of value and to retain it. If any such dividend or distribution or return of value is paid or made after the date of this Announcement and Next Fifteen exercises its rights described above, any reference in this Announcement to the consideration payable under the Scheme shall be deemed to be a reference to the consideration as so reduced. Any exercise by Next Fifteen of its rights referred to in this paragraph shall be the subject of an Announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme.

(a)	References to ownership of the Enlarged Group have been based on Next Fifteen's and M&C Saatchi's respective fully diluted share capital, being:
(i)			118,490,525 Next Fifteen Shares
(ii)			125,438,897 M&C Saatchi Shares
(b)	The fully diluted share capital of M&C Saatchi is based upon:
(i)		the 122,257,465 M&C Saatchi Shares in issue as at close of business on the Last Practicable Date;
(ii)		the 1,405,146 M&C Saatchi Shares over which there are options outstanding under the M&C Saatchi Long Term Incentive Plan; and
(iii)				the estimated 1,776,286 M&C Saatchi Shares over which options are to be granted under the M&C Saatchi Long Term Incentive Plan.
(c)	The fully diluted share capital of Next Fifteen is based upon:
(i)				the 97,960,557 Next Fifteen Shares in issue as at close of business on the Last Practicable Date; and
(ii)				the 20,529,968 New Next Fifteen Shares to be issued to M&C Saatchi Shareholders pursuant to the terms of the Acquisition at an exchange ratio of 0.1637 New Next Fifteen Shares per M&C Saatchi Share.
(d)	The 20,529,968 New Next Fifteen Shares to be issued to M&C Saatchi Shareholders pursuant to the terms of the Acquisition is based upon:
(i)				the exchange ratio of 0.1637 New Next Fifteen Shares per M&C Saatchi Share; and
(ii)				the Closing Price per Next Fifteen Share on the Last Practicable Date of 1,266 pence.
(e)	The value of the Acquisition is based upon:
(i)				the Closing Price per Next Fifteen Share on the Last Practicable Date of 1,266 pence;
(ii)				the exchange ratio of 0.1637 New Next Fifteen Shares per M&C Saatchi Share;
(iii)				the cash component of the Acquisition of 40 pence in cash for each M&C Saatchi Share; and
(iv)				the fully diluted share capital of M&C Saatchi as set out in section (b) above.
(f)	The premium calculations to the price per M&C Saatchi Share used in this Announcement have been calculated by reference to the look through Acquisition terms of 247.2 pence per M&C Saatchi Share, based upon:
(i)				the exchange ratio of 0.1637 New Next Fifteen Shares per M&C Saatchi Share;
(ii)				the Closing Price per Next Fifteen Share on the Last Practicable Date of 1,266 pence; and
(iii)				the cash component of the Acquisition terms of 40 pence in cash for each M&C Saatchi Share
(g)	The premium calculations in respect of the ADV Offer have been calculated by reference to the ADV firm offer announcement on 17 May:
(i)				under the ADV All Share Offer: 2.530 ADV Shares per M&C Saatchi Share;
(ii)				under the ADV Cash and Share Offer: 2.043 ADV Shares and 40 pence in cash per M&C Saatchi Share; and
(iii)				using the Closing Price per ADV Share of 82.0 pence on 16 May 2022.
(h)	All prices and Closing Prices for M&C Saatchi, Next Fifteen and ADV Shares are closing middle market quotations derived from Fidessa.
(i)	All information relating to Next Fifteen has been extracted from published sources and/or provided by persons duly authorised by Next Fifteen.
(j)	All financial information relating to M&C Saatchi has been extracted or derived (without material adjustment) from M&C Saatchi's audited financial statements for the financial year ended 31 December 2021 prepared in accordance with IFRS.
(k)	Certain figures included in this announcement have been subject to rounding adjustments.

•	There will be no material change to the present management of M&C Saatchi, other than as already announced.
•	There will be no material change to the accelerated strategy of M&C Saatchi.
•	The core strategy of connected revenue growth, driven by a team dedicated to this line of revenue, will drive increased new global business.
•	M&C Saatchi intends to initiate phase II of its global cost savings programme which is expected to generate savings in both FY22 and FY23; the scale of its contribution to headline profit before tax in FY22 and FY23 is dependent on the programme commencing no later than June 2022.
•	There will be no material adverse change in M&C Saatchi 's ability to maintain customer and partner relationships.
•	There will be no material acquisitions or disposals.
•	There will be no material strategic investments over and above those currently planned.
•	There will be no material change in the dividend or capital policies of M&C Saatchi outside of what has previously been publicly announced.
•	There will be no loss of client contracts unless a contract is due to terminate in the period.
•	All long-term clients will be retained and will continue to generate revenues in line with their budgets, retainers, historical trends and past behaviours.
•	M&C Saatchi will continue to generate a portion of its annual net revenues from new clients, consistent with prior years.
•	Both net revenue and headline PBT margin are assumed to grow in FY22 and FY23. In particular:
◦		In FY22 and FY23, the M&C Saatchi Independent Directors have assumed net revenue growth based upon divisional analysis and forecasting including expected new and existing client wins. The M&C Saatchi Independent Directors' view of annual net revenue growth in FY22 and FY23 is further supported by M&C Saatchi's robust financial performance and growth in 2021, broader macro forecasts, including the GroupM forecast growth for the global advertising market as a whole and the forecast revenue growth of its closest listed peers.
◦		Excluding the impact of the phase II of the global cost saving programme (see below), the M&C Saatchi Independent Directors have forecast growth in profit before tax margins in FY22 and FY23 partly driven by efficiency savings and increased operational leverage.

For and on behalf of	For and on behalf of

Numis Securities Limited	Liberum Capital Limited

"Admission"	admission of the New Next Fifteen Shares to trading on AIM becoming effective in accordance with the AIM Rules.
"ADV"	AdvancedAdvT Limited, a company incorporated and registered in the British Virgin Islands with company number 2040954.
"ADV All Share Offer"	the all share offer made by ADV pursuant to the ADV Offer.
"ADV Cash and Shares Offer"	the cash and shares offer made by ADV pursuant to the ADV Offer.
"ADV Offer"	the offer announced on 17 May 2022 pursuant to which ADV proposed to acquire the entire issued and to be issued ordinary share capital of M&C Saatchi not already held by ADV.
"ADV Share"	an ordinary share of ADV.
"ADV Undertakings"	the irrevocable undertakings provided by Vin Murria, Paradice Investment Management LLC, Stuart Roden and Richard Saunders on 16 May 2022 to ADV, in connection with the ADV Offer.
"AIM"	means AIM, the market of that name operated by the London Stock Exchange.
"AIM Rules"	means the AIM Rules for Companies published by the London Stock Exchange from time to time.
"Announcement"	this announcement made pursuant to Rule 2.7 of the Takeover Code.
"Acquisition"	the proposed acquisition of the entire issued and to be issued share capital of M&C Saatchi by Next Fifteen, to be effected by the Scheme as described in this Announcement (or by the Offer under certain circumstances described in this Announcement).
"Acquisition Value"	the value of the entire issued and to be issued ordinary share capital of M&C Saatchi of approximately £310.1 million on a fully diluted basis.
"Bank of Ireland"	Bank of Ireland Group plc.
"Board of Next Fifteen"	the board of directors of Next Fifteen.
"Business Day"	a day, (other than a Saturday, Sunday, public or bank holiday) on which banks are generally open for business in London and Edinburgh.
"Clean Team Agreement"	the clean team confidentiality agreement dated 20 April 2022 entered into between M&C Saatchi and Next Fifteen.
"Closing Price"	the closing middle market price of a Next Fifteen Share or an M&C Saatchi Share or an ADV Share (as appropriate) as at 6:00 p.m. on the day to which such price relates, as derived from the AIM appendix to the Daily Official List.
"CMA"	the UK Competition and Markets Authority.
"CFIUS"	has the meaning given to it in paragraph 3 of Part A of Appendix 1.
"Consideration" or "Acquisition Price"	the consideration payable in connection with the Acquisition, comprising 40 pence in cash and 0.1637 New Next Fifteen Shares per M&C Saatchi Share.
"Conditions"	the conditions to the implementation of the Acquisition set out in Appendix 1 to this Announcement and to be set out in the Scheme Document.
"Confidentiality Agreement"	the non-disclosure agreement dated 24 March 2022 entered into between M&C Saatchi and Next Fifteen.
"Cooperation Agreement"	means the cooperation agreement dated 20 May 2022 entered into between M&C Saatchi and Next Fifteen.
"Court"	the High Court of Justice in England and Wales.
"CREST"	the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the Regulations).
"Dealing Disclosure"	an announcement pursuant to Rule 8 of the Takeover Code containing details of dealings in relevant securities of a party to an offer.
"Disclosed"	the information fairly disclosed by, or on behalf of M&C Saatchi: (i) in the Annual Report and Accounts of the M&C Saatchi Group for the financial year ended 31 December 2021; (ii) in this Announcement; (iii) in any other public announcement made by M&C Saatchi in accordance with the Market Abuse Regulation and the AIM Rules prior to this Announcement; or (iv) as disclosed in writing (including via the virtual data room operated by or on behalf of M&C Saatchi in respect of the Acquisition or via email) prior to the date of this Announcement by or on behalf of M&C Saatchi to Next Fifteen (or its respective officers, employees, agents or advisers in their capacity as such).
"DPA"	has the meaning given to it in paragraph 3 of Part A of Appendix 1.
"Effective Date"	the date on which (i) the Scheme becomes effective in accordance with its terms; or (ii) if Next Fifteen elects to implement the Acquisition by way of an Offer, the date the Offer becomes or is declared unconditional in all respects.
"Enlarged Group"	the enlarged group following completion of the Acquisition comprising the M&C Saatchi Group and the Next Fifteen Group.
"Exchange Ratio"	the exchange ratio of 0.1637 New Next Fifteen Shares in exchange for each M&C Saatchi Share.
"Excluded Shares"	any M&C Saatchi Shares (i) legally or beneficially owned by any member of the Wider Next Fifteen Group and/or (ii) held in treasury.
"FATA"	has the meaning given to it in paragraph 3(c)(iii) of Part A of Appendix 1.
"FCA"	the Financial Conduct Authority.
"FIRB Condition"	has the meaning set out in paragraph 3(c)(iii) of Part A of Appendix 1.
"FIRB Tax Condition"	is one or more conditions substantially in the form of the conditions set out in Part D of FIRB's Guidance Note 12 "Tax Conditions" (in the form last updated on 9 July 2021).
"HSBC"	HSBC UK Bank plc.
"Joint Defence Agreement	the joint defence agreement dated 20 April 2022 entered into between Next Fifteen, Ashurst, M&C Saatchi and CMS.
"Last Practicable Date"	the last Business Day prior to the release of this Announcement.
"Liberum"	Liberum Capital Limited.
"London Stock Exchange" or "LSE"	London Stock Exchange plc.
"Long Stop Date"	20 February 2023 or such later date as may be agreed in writing by Next Fifteen and M&C Saatchi (with the Panel's consent and as the Court may approve (if such approval(s) are required)).
"Market Abuse Regulation"	Regulation (EU) No.596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, as applicable in the UK by virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended from time to time (including by the Market Abuse (Amendment) (EU Exit) Regulations 2019 (SI 2019/310)).
"M&C Saatchi"	M&C Saatchi plc, incorporated in England with registered number 05114893.
"M&C Saatchi Court Meeting"	the meeting(s) of the Scheme Shareholders convened by order of the Court pursuant to section 896 of the Companies Act 2006 for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment) and any adjournment, postponement or reconvention thereof.
"M&C Saatchi Directors"	the directors of M&C Saatchi as at the date of this Announcement or, where the context so requires, the directors of M&C Saatchi from time to time.
"M&C Saatchi General Meeting"	the general meeting of M&C Saatchi Shareholders to be convened to consider and if thought fit pass, inter alia, a special resolution in relation to the Scheme and the Acquisition.
"M&C Saatchi Group"	M&C Saatchi and its Subsidiary and its subsidiary undertakings from time to time.
"M&C Saatchi Independent Directors"	the directors of M&C Saatchi as at the date of this Announcement or, where the context so requires, the directors of M&C Saatchi from time to time, in any such case other than Vin Murria.
"M&C Saatchi LTIP"	M&C Saatchi Long Term Incentive Plan.
"M&C Saatchi Meetings"	the M&C Saatchi Court Meeting and the M&C Saatchi General Meeting.
"M&C Saatchi Shareholders"	the holders of M&C Saatchi Shares.
"M&C Saatchi Put Option Schemes"	any arrangements which provide certain employees, directors, workers, service-providers or consultants of the M&C Saatchi Group the right to acquire M&C Saatchi Shares as a result of rights provided under the articles of association of such M&C Saatchi Group members or otherwise provided under shareholder, investor or option agreements.
"M&C Saatchi Share Schemes"	the M&C Saatchi LTIP, as amended from time to time.
"M&C Saatchi Shares"	the ordinary shares of 1 pence each in the capital of M&C Saatchi.
"New Next Fifteen Shares"	the new Next Fifteen Shares to be issued pursuant to the Acquisition.
"Next Fifteen"	Next Fifteen Communications Group plc, incorporated in England with registered number 01579589.
"Next Fifteen Circular"	the circular to be sent by Next Fifteen to Next Fifteen Shareholders summarising the background to the reasons for the Acquisition, which will include a notice convening the Next Fifteen General Meeting.
"Next Fifteen Directors"	the directors of Next Fifteen as at the date of this Announcement or, where the context so requires, the directors of Next Fifteen from time to time.
"Next Fifteen General Meeting"	the general meeting of Next Fifteen Shareholders to be convened to consider and, if thought fit, approve the Next Fifteen Resolutions, including any adjournment thereof.
"Next Fifteen Group"	Next Fifteen and its Subsidiaries and its subsidiary undertakings from time to time.
"Next Fifteen Resolution"	the ordinary shareholder resolution of Next Fifteen to grant authority to the Next Fifteen Directors to allot the New Next Fifteen Shares.
"Next Fifteen Shareholders"	holders of Next Fifteen Shares.
"Next Fifteen Shares"	the ordinary shares of 2.5 pence each in the capital of Next Fifteen.
"NSIA"	has the meaning given to it in paragraph 3 ‎ (c)(ii) of Part A of Appendix 1.
"Numis"	Numis Securities.
"Offer"	should the Acquisition be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act 2006, the recommended offer to be made by or on behalf of Next Fifteen to acquire the entire issued and to be issued ordinary share capital of M&C Saatchi and, where the context admits, any subsequent revision, variation, extension or renewal of such offer.
"Offer Document"	should the Acquisition be implemented by means of the Offer, the document to be sent to M&C Saatchi Shareholders which will contain, inter alia, the full terms and conditions of the Offer.
"Offer Period"	the date of this Announcement and ending on the earlier of the date on which the Scheme becomes effective and/or the date on which the Scheme lapses or is withdrawn (or such other date as the Takeover Code may provide or the Panel may decide).
"Opening Position Disclosure"	an announcement containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the offer if the person concerned has such a position.
"Overseas Shareholders"	Scheme Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom.
"Panel"	the UK Panel on Takeovers and Mergers.
"Phase 2 CMA Reference"	has the meaning given to it in paragraph 3 ‎ (c)(i)(A) of Part A of Appendix 1.
"Registrar of Companies"	the Registrar of Companies in England and Wales.
"Relevant Arrangements"	has the meaning given in paragraph 8.
"Restricted Jurisdiction"	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to M&C Saatchi Shareholders in that jurisdiction.
"Scheme"	the proposed scheme of arrangement under Part 26 of the Companies Act 2006 between M&C Saatchi and M&C Saatchi Shareholders to implement the Acquisition with or subject to any modification, addition or condition approved or imposed by the Court.
"Scheme Court Hearing"	the hearing of the Court to sanction the Scheme under section 899 of the Companies Act 2006.
"Scheme Court Order"	the order of the Court sanctioning the Scheme under section 899 of the Companies Act 2006.
"Scheme Document"	the document to be dispatched to M&C Saatchi Shareholders including the particulars required by section 897 of the Companies Act 2006.
"Scheme Record Time"	the time and date specified as such in the Scheme Document, or such later time as M&C Saatchi and Next Fifteen may agree.
"Scheme Shareholder"	holders of Scheme Shares.
"Scheme Shares"	1. the M&C Saatchi Shares in issue at the date of the Scheme Document; and
	2. any M&C Saatchi Shares issued after the date of the Scheme Document but prior to the Voting Record Time; and
	3. any M&C Saatchi Shares issued at or after the Voting Record Time but at or before the Scheme Record Time on terms that the holder thereof shall be bound by the Scheme in respect of which the original or any subsequent holder thereof is bound by the Scheme, or shall by such time have agreed in writing to be bound by the Scheme, in each case which remain in issue at the Scheme Record Time and excluding any Excluded Shares.
"Secretary of State"	has the meaning given to it in paragraph 3 ‎ (c)(ii) of Part A of Appendix 1.
"Significant Interest"	in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of (1) the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking or (2) the relevant partnership interest.
"Smith Square Partners"	Smith Square Partners LLP.
"Standard Tax Condition"	is any condition included in the list of tax conditions published on the Australian Foreign Investment Review Board website.
"Subsidiary"	has the meaning given in section 1159 of the Companies Act 2006.
"subsidiary undertakings"	has the meaning given in section 1162 of the Companies Act 2006.
"Takeover Code"	the City Code on Takeovers and Mergers.
"Treasurer"	has the meaning given to it in paragraph 3 ‎ (c)(iii)(A) of Part A of Appendix 1.
"Third Party"	has the meaning given to it in paragraph 3(d) of Appendix 1.
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland.
"US" or "United States"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.
"US Exchange Act"	the US Securities Exchange Act of 1934, as amended.
"US Securities Act"	the US Securities Act of 1933, as amended.
"Voting Record Time"	6.00 p.m. on the day two days prior to the Court Meeting or any adjournment thereof (as the case may be).
"Wider Next Fifteen Group"	Next Fifteen and its Subsidiaries, subsidiary undertakings, associated undertakings and any other body corporate partnership, joint venture or person in which Next Fifteen and all such undertakings (aggregating their interests) have a Significant Interest (other than any member of the Wider M&C Saatchi Group).
"Wider M&C Saatchi Group"	M&C Saatchi and its Subsidiaries, subsidiary undertakings, associated undertakings and any other body corporate partnership, joint venture or person in which M&C Saatchi and all such undertakings (aggregating their interests) have a Significant Interest (other than any member of the Wider Next Fifteen Group).