TIDMSAA TIDMNFC
RNS Number : 7659E
M&C Saatchi PLC
31 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
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 FOR AGAINST TOTAL
Court Meeting
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
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
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.
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END
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