Response to Outcome of M&C Saatchi Meetings
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE.
31 October 2022
FINAL[i] CASH AND SHARE ACQUISITION
OF
M&C SAATCHI PLC
BY
NEXT FIFTEEN COMMUNICATIONS GROUP PLC
Next 15 Response to the Outcome of the M&C Saatchi Meetings
Outcome of M&C Saatchi Meetings
Next Fifteen Communications Group plc ("Next 15" or the "Company") notes the announcement by M&C Saatchi that :
· at the M&C Saatchi Reconvened Court Meeting the Scheme was not approved by the requisite majorities of the Scheme Shareholders (as defined in the Scheme Document) ; and
· as such, the M&C Saatchi Reconvened General Meeting was not held.
As detailed in the Company's announcement made on 21 October 2022, the outcome was expected by the Board of Next 15 (the "Board"), given the previous statement made by ADV and Vin Murria regarding their intentions to vote their respective shareholdings in M&C Saatchi against the Next 15 Scheme.
Full details of the results of the M&C Saatchi Meetings can be found in the announcement released by M&C Saatchi earlier today, which is available at www.mcsaatchiplc.com .
As a result of the failure to pass the required resolution at the M&C Saatchi Reconvened Court Meeting, the Scheme has lapsed and the acquisition of M&C Saatchi plc by Next 15 has terminated.
Confident in our future prospects
Next 15 will always maintain pricing discipline when pursuing its M&A strategy, which may result in certain transactions not proceeding. The Board remains highly confident in the Next 15 Group's future prospects. As noted in the Next 15 Group's Interim Results on 26 September 2022, strong trading in H1 has continued into the third quarter of our financial year, with results for the full financial year expected to be at least in line with management expectations. The scale and strength of our US business, combined with recently announced new client wins, give us confidence for further growth in the next financial year.
Capitalised terms used but not defined in this announcement shall have the meanings given to them in the supplementary circular posted by Next 15 to its shareholders on 12 October 2022, a copy of which is available on Next 15's website at www.next15.com/investors/ .
Enquiries:
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Next 15 |
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Tim Dyson (Chief Executive Officer) |
+1 415 350 2801 |
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Peter Harris (Chief Financial Officer) |
+44 20 7908 6444 |
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Smith Square Partners (Financial adviser to Next 15) |
+44 20 3696 7260 |
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John Craven |
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Jonathan Coddington |
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Douglas Gilmour |
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Numis (Broker and NOMAD to Next 15) |
+44 20 7260 1000 |
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Mark Lander |
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Hugo Rubinstein |
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Berenberg (Broker to Next 15) |
+44 20 3207 7800 |
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Ben Wright |
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Mark Whitmore |
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Richard Andrews |
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MHP (PR adviser to Next 15) |
+44 7710 032 657 |
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Smith Square Partners LLP, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Next 15 and no one else in connection with the Acquisition and other matters set out in this announcement and will not be responsible to anyone other than Next 15 for providing the protections afforded to clients of Smith Square Partners, or for providing advice in connection with the Acquisition or any matter referred to herein. Neither Smith Square Partners 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 Smith Square Partners in connection with this announcement, any statement contained herein or otherwise.
Numis Securities, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Next 15 as nominated adviser and broker, and exclusively for M&C Saatchi as joint financial advisor and joint broker, and no one else in connection with the Acquisition and will not be responsible to anyone other than Next 15 and M&C Saatchi 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.
Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is authorised and regulated by the German Federal Financial Supervisory Authority (BaFin) and is deemed authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Next 15 and no one else in connection with the Acquisition and other matters set out in this Announcement and will not be responsible to anyone other than Next 15 for providing the protections afforded to clients of Berenberg, or for providing advice in connection with the Acquisition or any matter referred to herein. Neither Berenberg 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 Berenberg in connection with this Announcement, any statement contained herein or otherwise.
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 Acquisition or otherwise nor shall there be any sale, issuance or transfer of securities of Next 15 or M&C Saatchi pursuant to the Acquisition in any jurisdiction in contravention of applicable laws.
This announcement does not constitute a prospectus or prospectus equivalent document.
Publication on website and availability of hard copies
A copy of this announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Next 15's website www.next15.com/investors/ by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, the contents of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.
Next 15 Shareholders may request a hard copy of this announcement by contacting Next 15's registrars, Link Group, 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. From overseas please call +44 (0)371 664 0300. Calls from outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. and 5.30 p.m. Monday to Friday excluding public holidays in England and Wales.
[i] Next 15 reserves the right to increase the offer price if there is an announcement on or after the date of this announcement of an offer or a possible offer for M&C Saatchi by a third party offeror or potential offeror, other than ADV.
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