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.

28 September 2022

Final Offer

by

AdvancedAdvT Limited ("ADV")

to acquire

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

Update on Acceptance Levels

· M&C Saatchi Shareholders who have not yet accepted the Final Offer are urged to do so as soon as possible and, in any event, no later than 1.00 p.m. (London time) on 30 September 2022. Due to the planned postal strikes on 30 September 2022, ADV encourages M&C Saatchi Shareholders intending to return their acceptances by post to do so as soon as possible

· ADV has received valid acceptances of the Final Offer in respect of 15,620,491 M&C Saatchi Shares, representing approximately 12.78 per cent. of the issued ordinary share capital of M&C Saatchi

· Together with M&C Saatchi Shares that it already holds, ADV has acquired or agreed to acquire pursuant to the Final Offer or otherwise 27,620,491 M&C Saatchi Shares representing approximately 22.59 per cent. of all M&C Saatchi Shares

Update on Acceptance Levels

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 the date of this announcement, ADV holds 12,000,000 M&C Saatchi Shares and Vin Murria holds 15,237,985 M&C Saatchi Shares, together representing approximately 22.28 per cent. of M&C Saatchi's issued ordinary share capital. Vin Murria has given an irrevocable undertaking to accept the Final Offer in respect of all of the M&C Saatchi Shares she holds.

In accordance with Rule 17 of the Code, ADV is today providing an update on the level of acceptances received under the Final Offer.

As at 1.00 p.m. (London time) on 27 September 2022 (being the last Business Day prior to the date of this announcement), ADV had received valid acceptances of the Final Offer in respect of 15,620,491 M&C Saatchi Shares, representing approximately 12.78 per cent. of the issued ordinary share capital of M&C Saatchi.

The acceptances received includes Vin Murria's acceptance of the Final Offer, 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.

Therefore, taken together with M&C Saatchi Shares that it already holds, ADV has acquired or agreed to acquire pursuant to the Final Offer or otherwise 27,620,491 M&C Saatchi Shares representing approximately 22.59 per cent. of all M&C Saatchi Shares.

M&C Saatchi Shareholders are reminded that, as a summary and subject to the fuller description in the Final Offer Document, the Acceptance Condition shall be satisfied if valid acceptances of the Final Offer have been received (and not validly withdrawn) by no later than 1.00pm (London time) on the Unconditional Date in respect of not less than 90 per cent. (90%) (or such lower percentage as ADV may decide) of the total M&C Saatchi Shares to which the Final Offer relates and of the voting rights attached to those shares, provided that the Acceptance Condition shall not be satisfied unless, taken together with M&C Saatchi Shares that it already owns, ADV has acquired or agreed to acquire pursuant to the Final Offer or otherwise more than 50 per cent. (50%) of the voting rights then exercisable at a general meeting of M&C Saatchi.

As at 1.00 p.m. (London time) on 27 September 2022 (being the last Business Day prior to the date of this announcement), ADV had received valid acceptances of the Final Offer in respect of 15,620,491 M&C Saatchi Shares, representing approximately 14.17 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).

Save as disclosed in this announcement, as at the close of business on 27 September 2022 (being the last Business Day prior to the date of this announcement), 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.

Action to be taken by M&C Saatchi Shareholders

M&C Saatchi Shareholders who have not yet accepted the Final Offer are urged to do so as soon as possible but, in any event, by no later than 1.00 p.m. (London time) on 30 September 2022.

Due to the planned postal strikes on 30 September 2022, ADV encourages M&C Saatchi Shareholders intending to return their acceptances by post to do so as soon as possible.

If you have any questions relating the Final Offer Document or the completion and return of your Form of Acceptance, please contact Link Group on 0371 664 0321 (from within the UK) or on +44 (0) 371 664 0321 (from outside the UK). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales.

Please note that Link cannot provide any financial, legal or tax advice and that calls may be recorded and monitored for security and training purposes. Please note that Link Group cannot provide any financial, legal or tax advice and that calls may be recorded and monitored for security and training purposes.

Details of actions for M&C Saatchi Shareholders to take are set out in the Final Offer Document. A copy of the Final Offer Document will be found at https://advancedadvt.com/investors/Possible-Offer/default.aspx

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 27 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. The Final Offer will be made solely by means of the Final Offer Document and (in respect of M&C Saatchi Shares held in certificated form) the acceptance forms accompanying the Final Offer Document, which will, together, contain the full terms and conditions of the Final Offer including details of how it may be accepted. Any decision in respect of, or other response to, the Final Offer should be made only on the basis of the information contained in the Final Offer Document and (in respect of M&C Saatchi Shares held in certificated form) the acceptance forms accompanying the Final Offer Document.

M&C Saatchi Shareholders are advised to read the Final Offer Document and (in respect of M&C Saatchi Shares held in certificated form) the acceptance forms accompanying the Final Offer Document carefully when they become available because they will contain important information in relation to the Final Offer.

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. Unless otherwise permitted by applicable law and regulation, the Final Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of, a national, state or other securities exchange of any Restricted Jurisdiction and the Final Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The availability of the Final Offer to M&C Saatchi Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

Further details in relation to M&C Saatchi Shareholders in overseas jurisdictions will be contained in the Final Offer Document, and the ADV Prospectus, as appropriate.

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

Notices to US Shareholders

The Final Offer relates to securities in a non-US company registered in England and Wales quoted on AIM, and is 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 will be 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 arising 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.

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

Publication on website

In accordance with Rule 26 of the Takeover Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on ADV's website at www.AdvancedAdvT.com by no later than noon (London time) on the day following this announcement. The content of this website is not incorporated into and does not form part of this announcement.