M&C Saatchi Regulatory News (SAA)

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.

FOR IMMEDIATE RELEASE

30 September 2022

Final Offer

by

AdvancedAdvT Limited ("ADV")

to acquire

M&C Saatchi Plc ("M&C Saatchi")

Lapse of Final Offer; ongoing position

Lapse of Final Offer

On 14 June 2022, ADV published the Final Offer Document in respect of the Final Offer for the issued and to be issued share capital of M&C Saatchi not already owned by ADV. On 8 September 2022, ADV published an acceleration statement in accordance with Rule 31.5 of the Code and announced that acceptances of ADV's Final Offer must be received by 1.00pm (London time) on the new Unconditional Date of 30 September 2022.  As at 1.00 p.m. (London time) on 30 September 2022, ADV had not received sufficient acceptances to satisfy the Acceptance Condition, and the Final Offer has now lapsed. Further details are set out later in this announcement.

This is a disappointing outcome given the published 42.5% support on 17 May 2022 in ADV's Rule 2.7 Announcement.

The Final Offer was potentially beneficial to all M&C Saatchi and ADV stakeholders, introducing new cash to fuel accelerated growth and investment at a notable premium to the M&C Saatchi share price.

The Directors believe that the Final Offer had greater potential than both Next Fifteen's final offer and the status quo to deliver faster growth and significant value creation for all shareholders and employees.

Ongoing position 

ADV's position, as a significant shareholder in M&C Saatchi, remains focused on unlocking all potential value creation opportunities for its shareholders.

ADV believes changes are still required in order to unlock and accelerate the realisation of the wider potential of the M&C Saatchi business and people.

ADV continues to rate, and hold in high regard, both the M&C Saatchi business and its people.

ADV has £104 million of cash and will continue to proactively seek opportunities to invest in companies that are positioned to take advantage of the structural changes arising from the acceleration of digitalisation and the macro environment.

Acceptance Levels

In accordance with Rule 31.7 of the Code, ADV announces that, as at 1.00 p.m. (London time) on 30 September 2022 (being the Unconditional Date), ADV had received valid acceptances of the Final Offer in respect of 31,356,824 M&C Saatchi Shares, representing approximately 25.65 per cent. of the issued ordinary share capital of M&C Saatchi.

The acceptances received includes Vin Murria's acceptance of the Final Offer in respect of the 15,237,985 M&C Saatchi Shares that she holds, pursuant to the terms of her irrevocable undertaking. So far as ADV is aware, except for Vin Murria, none of these acceptances have been received from persons acting in concert with ADV.

Taken together with the 12,000,000 M&C Saatchi Shares that it already holds, ADV has acquired or agreed to acquire pursuant to the Final Offer or otherwise, a total of 43,356,824 M&C Saatchi Shares representing approximately 35.46 per cent. of all M&C Saatchi Shares.

ADV has therefore received valid acceptances of the Final Offer in respect of 31,356,824 M&C Saatchi Shares, representing approximately 28.44 per cent. of the M&C Saatchi Shares to which the Final Offer relates (being all issued M&C Saatchi Shares, other than those owned by ADV).

M&C Saatchi Shareholders are reminded that, as a summary and subject to the fuller description in the Final Offer Document, the Final Offer was conditional, among other things, on valid acceptances of the Final Offer being received (and not validly withdrawn) in respect of not less than 90 per cent. (90%) of the total M&C Saatchi Shares to which the Final Offer related and of the voting rights attached to those shares.

As such, the Acceptance Condition has not been satisfied and the Final Offer has now lapsed.

Save as disclosed in this announcement, as at the Unconditional Date, neither ADV nor any ADV Director nor so far as the ADV Directors are aware any other person acting, or deemed to be acting, in concert with ADV:

a) had an interest in, or right to subscribe for, relevant securities in M&C Saatchi;

b) had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of M&C Saatchi;

c) had procured an irrevocable commitment or letter of intent to accept the terms of the Final Offer in respect of relevant securities of M&C Saatchi; or

d) had borrowed or lent any M&C Saatchi Shares.

Furthermore, neither ADV nor any ADV Director nor, so far as the ADV Directors are aware, any other person acting, or deemed to be acting, in concert with ADV is party to any arrangement in relation to relevant securities of M&C Saatchi. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to M&C Saatchi Shares which may be an inducement to deal or refrain from dealing in such securities.

Further information

As the Final Offer has now lapsed, it is no longer open to acceptances and any accepting M&C Saatchi Shareholders cease to be bound by their acceptances.

In the case of M&C Saatchi Shares held in certificated form, the relevant Form of Acceptance (as defined in the Final Offer Document), share certificate(s) and/or other document(s) of title will be returned by post (or such other method as may be approved by the Panel) within seven days as the Final Offer has now lapsed, to the person or agent whose name and address (outside any Restricted Jurisdiction) is set out in the Form of Acceptance or, if none is set out, to the first-named or sole holder at his/her registered address (provided that no such documents will be sent to an address in a Restricted Jurisdiction).

In the case of M&C Saatchi Shares held in uncertificated form, Link Group, the Receiving Agent, will, immediately (or within seven days as the Final Offer has now lapsed, as the Panel may approve), give instructions to Euroclear to transfer all relevant M&C Saatchi Shares held in escrow balances in CREST and in relation to which it is the escrow agent for the purposes of the Final Offer to the original available balances of the M&C Saatchi Shareholders concerned.

ADV will now be subject to Rule 35.1 of the Code, save that ADV reserves the right to make a further offer for the entire issued and to be issued share capital of M&C Saatchi not already owned by ADV with the consent of the Panel, in the event that: (i) such further offer is recommended by the M&C Saatchi Board; or (ii) a third party other than Next Fifteen announces a firm intention to make an offer for M&C Saatchi; or (iii) in the other circumstances set out in Note 1 on Rule 35.1 of the Code.

General

Defined terms used but not defined in this announcement have the meanings given to them in the Final Offer Document.

The calculations in this announcement are based upon the issued share capital of M&C Saatchi as at 1.00 p.m. on 30 September 2022 of 122,257,465 M&C Saatchi Shares.

Enquiries:  

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 Final Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of M&C Saatchi pursuant to the Final Offer or otherwise in any jurisdiction in contravention of applicable laws.

Investec, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority and PRA in the United Kingdom, is acting exclusively as financial adviser to ADV and for no one else in connection with the Final Offer and will not be responsible to any person other than ADV for providing the protections afforded to clients of Investec, nor for providing advice in relation to the Final Offer, the content of this announcement or any matter referred to in this announcement. Neither Investec nor any of its subsidiaries, branches or 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 Investec in connection with this announcement, any statement contained herein or otherwise.

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 Final 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. 

Notices to US Shareholders

The Final Offer related to securities in a non-US company registered in England and Wales quoted on AIM, and was 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 Final Offer was 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 that arose in connection with the Final 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 Final Offer that has now lapsed.

The Final Offer was subject to the applicable requirements of the Code, the AIM Rules, the London Stock Exchange and the FCA.