Last checked at 31 Oct 2022 12:16
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
31 October 2022
M&C Saatchi plc
("M&C Saatchi" or the "Company")
Results of Court Meeting and General Meeting on 31 October 2022
Further to the announcement on 21 October 2022 (the "Notice of Reconvened Meetings"), which set out the reasons why ADV and Vin Murria, who together hold approximately 22.3% of the issued share capital of M&C Saatchi, were required by virtue of their previous statement to vote against the Scheme, the M&C Saatchi Directors announce the results of the Court Meeting held today in connection with the Next 15 Offer. As set out in the Notice of Reconvened Meetings, based solely on the implied value of the Next 15 Offer at that time, the M&C Saatchi Directors were unable to recommend that M&C Saatchi Shareholders vote in favour of the Scheme at the Reconvened M&C Saatchi Court Meeting.
At the Court Meeting, as more particularly described below, the requisite majority of Scheme Shareholders did not vote in favour of the resolution to approve the Scheme.
Due to the result of the Court Meeting, the Company did not proceed to convene the General Meeting.
Full details of the resolution that was proposed at the Court Meeting is set out in the notice of the Court Meeting contained in the Scheme Document.
Lapse of the Next 15 Offer
As a result of votes cast at the Court Meeting, the M&C Saatchi Directors note that the Next 15 Offer has not satisfied the conditions as outlined in the Scheme Document and as such, the Next 15 Offer has now lapsed. As both the Next 15 Offer and ADV Offer have lapsed, M&C Saatchi is no longer in an offer period for the purposes of the Takeover Code.
The M&C Saatchi Directors believe in the strong, standalone future prospects of M&C Saatchi. Following the lapse of both the Next 15 Offer and the ADV Offer, the M&C Saatchi Directors look forward to continuing the implementation of M&C Saatchi's strategy as an independent business including to: invest in high margin businesses, enhance margins, further simplify the group, implement technology platforms, and scale data and analytics capabilities, and reduce costs.
Voting results of the Court Meeting
The results of the poll at the Court Meeting are set out in the table below. Each Scheme Shareholder present in person or by proxy was entitled to one vote for each Scheme Share held at the Voting Record Time.
Results of Court Meeting | FOR | AGAINST | TOTAL |
Number of Scheme Shares voted | 8,443,468 | 69,069,738 | 77,513,206 |
Percentage of Scheme Shares voted (1) | 10.89 | 89.11 | 100.00 |
(1) Rounded to two decimal places.
Further Information
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
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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.