TIDMSAA TIDMNFC
RNS Number : 6354D
M&C Saatchi PLC
21 October 2022
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
21 October 2022
M&C Saatchi plc
("M&C Saatchi" or the "Company")
Notice of Reconvened Meetings
Further to M&C Saatchi's announcement on 18 October 2022
regarding the Update of Regulatory Clearances, the M&C Saatchi
Directors confirm that the M&C Saatchi Meetings for the purpose
of considering the Next 15 Offer are to be reconvened for 31
October 2022. Notice of the M&C Saatchi Meetings will be posted
to shareholders no later than 21 October 2022.
The M&C Saatchi Directors also note the following statement
made by ADV in its announcement on 15 August 2022:
"ADV continues to believe that although Next Fifteen
Communications plc ("NFC") is a credible buyer of M&C Saatchi,
its offer price does not reflect the value of foregoing control and
the significant synergies available to NFC. Based on the current
implied value of NFC's offer, ADV and Vin Murria intend to vote
their shareholdings in M&C Saatchi against NFC's scheme."
The implied value of the Next 15 Offer at the time the above ADV
statement was made was 197.3p based on the Closing Price of a Next
15 Share of 961.0p on 12 August 2022. Based on the Closing Price of
a Next 15 Share of 822.0p on 20 October 2022, being the last
Business Day prior to this announcement, the current implied value
of the Next 15 Offer is 174.6p.
Consequently, ADV and Vin Murria, who together hold
approximately 22.3% of the issued share capital of M&C Saatchi,
will be required by virtue of their previous statement to vote
against the Scheme unless the Closing Price of a Next 15 Share, and
therefore the current implied value of the Next 15 Offer, increases
above this level at the time when ADV and Vin Murria exercise their
votes. Given this, it is highly unlikely that the resolutions
required to approve the Scheme will be passed.
The M&C Saatchi Directors, who have been so advised by Numis
and Liberum as to the financial terms of the Next 15 Offer,
continue to consider the terms of the Next 15 Offer to not be fair
and reasonable solely on the basis of the deterioration in value of
a Next 15 Share since the Announcement Date of 20 May 2022. In
providing their financial advice to the M&C Saatchi Directors,
Numis and Liberum have taken into account the commercial
assessments of the M&C Saatchi Directors. Liberum is providing
independent financial advice to the M&C Saatchi Directors for
the purpose of Rule 3 of the Takeover Code.
Based solely on the current implied value of the Next 15 Offer,
the M&C Saatchi Directors are unable to recommend that M&C
Saatchi Shareholders vote in favour of the Scheme at the Reconvened
M&C Saatchi Court Meeting nor in favour of the Special
Resolution to be proposed at the Reconvened M&C Saatchi General
Meeting.
Should the Scheme fail, the M&C Saatchi Directors will
continue to pursue constructive engagement with all M&C Saatchi
Shareholders, including ADV and Vin Murria who continue to be
significant shareholders together holding approximately 22.3% of
the issued share capital of M&C Saatchi.
As previously announced, the M&C Saatchi Directors
resolutely believe in the strong standalone prospects of M&C
Saatchi. If the Scheme fails as the ADV Offer did on 30 September
2022, 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, scale data and analytics capabilities, and reduce
costs.
Timetable
An updated timetable for the Next 15 Offer is set out below:
Event Time and/or date
Latest time for lodging the Form 10.00 a.m. on 27 October
of Proxy for the: 2022(1)
Reconvened M&C Saatchi Court Meeting
(PINK Form of Proxy)
Reconvened M&C Saatchi General Meeting 10.15 a.m. on 27 October
(YELLOW Form of Proxy) 2022(2)
Voting Record Time for the Reconvened 8.00 p.m. on 27 October
Court Meeting and the Reconvened 2022 (3)
M&C Saatchi General Meeting
Reconvened M&C Saatchi Court Meeting 10.00 a.m. on 31 October
2022
Reconvened M&C Saatchi General Meeting 10.15 a.m. on 31 October
2022 (4)
Scheme Court Hearing to sanction 29 November 2022 (5)
the Scheme
Last day of dealings in, for registration 30 November 2022
of transfers of, and disablement
in CREST of, M&C Saatchi Shares
Scheme Record Time 6.00 p.m. on 30 November
2022
Suspension of admission to trading 7.30 a.m. on 1 December
of, and dealings in M&C Saatchi Shares 2022
on AIM
Effective Date (6) 1 December 2022
Cancellation of admission to trading 8.00 a.m. on 2 December
of M&C Saatchi Shares on AIM 2022
New Next 15 Shares issued in respect 8.00 a.m. on 2 December
of Scheme Shares 2022
Admission and commencement of dealings 8.00 a.m. on 2 December
in New Next 15 Shares on AIM 2022
CREST accounts of M&C Saatchi Shareholders 15 December 2022
credited with New Next 15 Shares
(in respect of Scheme Shares held
in uncertificated form)
Latest date for despatch of cheques 15 December 2022
in respect of the Cash Consideration
due to Scheme Shareholders (in respect
of Scheme Shares held in certificated
form) and share certificates in respect
of New Next 15 Shares
Long Stop Date 11.59 p.m. on 20 February
2023(7)
(1) The PINK Form of Proxy for use at the Reconvened M&C
Saatchi Court Meeting should be received by Computershare before
10.00 a.m. on 27 October 2022, or, if the Reconvened M&C
Saatchi Court Meeting is adjourned, not later than 48 hours before
the time fixed for the holding of the adjourned Reconvened M&C
Saatchi Meeting (excluding any part of a day that is not a working
day). PINK Forms of Proxy not so received may be emailed to
WebQueries@computershare.co.uk at any time prior to the
commencement of the Reconvened M&C Saatchi Court Meeting or
presented in person to the Chairman of the Reconvened M&C
Saatchi Court Meeting or the relevant representative of
Computershare at the Reconvened M&C Saatchi Court Meeting at
any time prior to the commencement of the Reconvened M&C
Saatchi Court Meeting.
(2) The YELLOW Form of Proxy for use at the Reconvened M&C
Saatchi General Meeting must be lodged with Computershare before
10.15 a.m. on 27 October 2022 in order for it to be valid, or, if
the Reconvened M&C Saatchi General Meeting is adjourned, not
later than 48 hours before the time fixed for the holding of the
adjourned Reconvened M&C Saatchi Meeting (excluding any part of
a day that is not a working day). YELLOW Forms of Proxy cannot be
handed in after this deadline.
(3) If a Reconvened M&C Saatchi Meeting is adjourned, only
those Scheme Shareholders (in the case of the Reconvened M&C
Saatchi Court Meeting) and Reconvened M&C Saatchi Shareholders
(in the case of the Reconvened M&C Saatchi General Meeting) on
the register of members of M&C Saatchi at 6.00 p.m. on the day
which is two days before the adjourned Reconvened M&C Saatchi
Meeting (excluding any part of a day that is not a working day)
will be entitled to attend and vote at such adjourned Reconvened
M&C Saatchi Meeting.
(4) To commence at the time fixed or, if later, immediately
after the conclusion or adjournment of the Reconvened M&C
Saatchi Court Meeting.
(5) All Scheme Shareholders are entitled to attend the Scheme
Court Hearing or to be represented by Counsel to support or oppose
the sanctioning of the Scheme. Depending on the date of the Scheme
Court Hearing, this right may be subject to HM Government
instructions relating to COVID-19 and any guidelines issued by the
Court. M&C Saatchi will give notice of any change(s) by issuing
an announcement through a Regulatory Information Service.
(6) The Scheme will become Effective pursuant to its terms upon
the Scheme Court Order being delivered to the Registrar of
Companies.
(7) Or such later date as may be agreed between Next 15 and
M&C Saatchi and, if required, the Panel and/or the Court may
allow (if such approval(s) are required).
If any of the expected times and/or dates change, the revised
times and/or dates will be notified to M&C Saatchi Shareholders
by announcement through a Regulatory Information Service, with such
announcement being made available on M&C Saatchi's website at:
www.mcsaatchiplc.com .
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
For further information please call: M&C Saatchi plc +44 (0)20-7543-4500
Gareth Davis, Chairman
Numis Securities +44 (0)20-7260-1000
Nick Westlake, Stuart Ord, Iqra
Amin, Gary Barford
Liberum +44 (0)20-3100-2000
Neil Patel, Benjamin Cryer, Will
King, NOMAD
Tim Medak, Mark Harrison, M&A
Brunswick +44 (0)207-404-5959
Sumeet Desai, Stuart Donnelly,
Kate Pope
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.
Relevant securities in issue
In accordance with Rule 2.9 of the Code, M&C Saatchi
confirms that as at the date of this announcement, it has
122,743,435 ordinary shares of 1 pence each in issue and admitted
to trading on AIM, the market operated by the London Stock Exchange
(and holds 485,970 shares in treasury). The total number of voting
rights in the Company is therefore 122,257,465. The International
Securities Identification Number ("ISIN") for M&C Saatchi's
ordinary shares is GB00B01F7T14.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available on the Company's website (
www.mcsaatchiplc.com ) no later than 12 noon (London time) on 24
October 2022. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
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END
MSCFLFIAIFLIFIF
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