TIDMNFC TIDMSAA
RNS Number : 6388D
Next Fifteen Communications Grp PLC
21 October 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
FOR IMMEDIATE RELEASE
21 October 2022
FINAL [i] CASH AND SHARE ACQUISITION
OF
M&C SAATCHI PLC ("M&C Saatchi")
BY
NEXT FIFTEEN COMMUNICATIONS GROUP PLC (the "Company" or "Next
15")
Next 15 notes the announcement today by M&C Saatchi that it
has posted a notice to reconvene the M&C Saatchi Meetings for
31 October 2022 in order for M&C Saatchi Shareholders to vote
on the proposed acquisition of M&C Saatchi by Next 15.
In summary:
-- The Scheme is currently not expected to be approved by
M&C Saatchi Shareholders, given the previous statement made by
ADV and Vin Murria
-- Pricing discipline remains a key focus of Next 15's M&A strategy
-- The Next 15 Board remains highly confident in delivering future growth
On 15 August 2022, ADV announced that, based on the implied
value of the Next 15 Offer at that date, ADV and Vin Murria
intended to vote their respective shareholdings in M&C Saatchi
against the Next 15 Scheme. ADV and Vin Murria, who together hold
approximately 22.3% of M&C Saatchi's issued share capital, will
be required by virtue of their previous statement to vote against
the Next 15 Scheme unless the implied value of the Next 15 Offer
increases above 197.3p per M&C Saatchi Share, being the implied
value at the time the ADV statement was made.
In light of this position, Next 15 does not currently expect the
Next 15 Scheme to be approved by M&C Saatchi Shareholders at
the M&C Saatchi Meetings.
While this would be a disappointing outcome and the Board of
Next 15 (the "Board") continues to believe in the benefits which a
combination of Next 15 and M&C Saatchi could deliver, the Board
will always maintain pricing discipline when pursuing its M&A
strategy which may result in certain transactions not
proceeding.
The Board remains highly confident in the Next 15 Group's future
prospects. As noted in the Next 15 Group's Interim Results on 26
September 2022, strong trading in H1 has continued into the third
quarter of our financial year, with results for the full financial
year expected to be at least in line with management expectations.
The scale and strength of our US business, combined with recently
announced new client wins, give us confidence for further growth in
the next financial year.
The Board believes that Next 15 is well positioned to continue
to generate shareholder value through its strategy of organic
growth complemented by M&A and the Next 15 Group's strong
balance sheet provides scope for further investments both in its
existing businesses and in M&A to accelerate our longer-term
growth.
Capitalised terms used but not defined in this announcement
shall have the meanings given to them in the Scheme Document, a
copy of which is available on Next 15's website at
www.next15.com/investors/ .
Enquiries:
Next 15
Tim Dyson (Chief Executive Officer) +1 415 350 2801
Peter Harris (Chief Financial Officer) +44 20 7908 6444
Smith Square Partners (Financial adviser
to Next 15) +44 20 3696 7260
John Craven
Jonathan Coddington
Douglas Gilmour
Numis (Broker and NOMAD to Next 15) +44 20 7260 1000
Mark Lander
Hugo Rubinstein
Berenberg (Broker to Next 15) +44 20 3207 7800
Ben Wright
Mark Whitmore
Richard Andrews
MHP (PR adviser to Next 15) +44 7710 032 657
Katie Hunt next15@mhpc.com
Eleni Menikou
Pete Lambie
Robert Collett-Creedy
Important Information
Smith Square Partners LLP, which is authorised and regulated by
the FCA in the United Kingdom, is acting exclusively for Next 15
and no one else in connection with the Acquisition and other
matters set out in this announcement and will not be responsible to
anyone other than Next 15 for providing the protections afforded to
clients of Smith Square Partners, or for providing advice in
connection with the Acquisition or any matter referred to herein.
Neither Smith Square Partners 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 Smith Square
Partners in connection with this announcement, any statement
contained herein or otherwise.
Numis Securities, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively for Next 15 as nominated adviser and broker, and
exclusively for M&C Saatchi as joint financial advisor and
joint broker, and no one else in connection with the Acquisition
and will not be responsible to anyone other than Next 15 and
M&C Saatchi for providing the protections afforded to clients
of Numis nor for providing advice in relation to the Acquisition 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.
Joh. Berenberg, Gossler & Co. KG, London Branch
("Berenberg"), which is authorised and regulated by the German
Federal Financial Supervisory Authority (BaFin) and is deemed
authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for Next 15 and no one else in connection with
the Acquisition and other matters set out in this Announcement and
will not be responsible to anyone other than Next 15 for providing
the protections afforded to clients of Berenberg, or for providing
advice in connection with the Acquisition or any matter referred to
herein. Neither Berenberg 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 Berenberg in connection with
this Announcement, any statement contained herein or otherwise.
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 Acquisition or
otherwise nor shall there be any sale, issuance or transfer of
securities of Next 15 or M&C Saatchi pursuant to the
Acquisition in any jurisdiction in contravention of applicable
laws. The Acquisition will be implemented solely pursuant to the
terms of the Scheme Document (or, in the event that the Acquisition
is to be implemented by means of an Offer, the offer Document),
which contains the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any
decision in respect of, or other response to, the Acquisition
should be made on the basis of the information contained in the
Scheme Document.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into 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 legal or
regulatory requirements. In particular, the ability of persons who
are not resident in the United Kingdom to vote their M&C
Saatchi Shares with respect to the Scheme at the M&C Saatchi
Court Meeting, or to execute and deliver forms of proxy appointing
another to vote at the M&C Saatchi Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions
in which they are located. Any failure to comply with the
applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. This announcement has
been prepared for the purpose of complying with English law and the
Takeover 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.
Unless otherwise determined by Next 15 or required by the
Takeover Code, and permitted by applicable law and regulation, the
availability of New Next 15 Shares to be issued pursuant to the
Acquisition to M&C Saatchi Shareholders will not be made
available, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may vote in favour of the Acquisition by
any such use, means, instrumentality or form within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement and any formal documentation relating to the
Acquisition 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 or any other jurisdiction where to
do so would constitute a violation of the laws of that
jurisdiction, and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send such documents in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect of the
Acquisition. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and
regulation), the Takeover 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 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
Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities or from within any Restricted
Jurisdiction.
The availability of New Next 15 Shares pursuant to the
Acquisition to M&C Saatchi Shareholders who are not resident in
the United Kingdom or the ability of those persons to hold such
shares may be affected by the laws or regulatory requirements of
the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of,
and observe, any applicable legal or regulatory requirements.
M&C Saatchi Shareholders who are in doubt about such matters
should consult an appropriate independent professional adviser in
the relevant jurisdiction without delay.
Further details in relation to M&C Saatchi Shareholders in
overseas jurisdictions are contained in the Scheme Document.
The Acquisition is subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange and the
FCA.
Additional information for US Investors
The Acquisition relates to the shares of a company incorporated
in England and Wales and is proposed to be effected by means of a
scheme of arrangement under Part 26 of the Companies Act 2006 that
will be governed by the laws of England and Wales. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US
Exchange Act. Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of United States tender offer and proxy solicitation
rules. If, in the future, Next 15 exercises the right to implement
the Acquisition by way of a Takeover Offer and determines to extend
the Takeover Offer into the United States, the Acquisition will be
made in compliance with applicable United States laws and
regulations.
Financial information included in this announcement, the Next 15
Circular and/or the Scheme Documentation has been or will have been
prepared in accordance with accounting standards applicable in the
United Kingdom that may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the United States.
It may be difficult for US holders of M&C Saatchi Shares to
enforce their rights and any claim arising out of the US federal
laws, since M&C Saatchi and Next 15 are located in a non-US
jurisdiction, and some or all of their officers and directors may
be residents of a non-US jurisdiction. US holders of M&C
Saatchi Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of the US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement.
The New Next 15 Shares to be issued pursuant to the Scheme have
not been and will not be registered under the US Securities Act or
the securities laws of any state or other jurisdiction of the
United States and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the US Securities Act and such other
laws. The Acquisition is intended to be carried out under a scheme
of arrangement under Part 26 of the Companies Act 2006 (which
requires the approval of the Scheme Shareholders). If so, it is
expected that any New Next 15 Shares to be issued pursuant to the
Scheme to M&C Saatchi Shareholders will be issued in reliance
upon the exemption from the registration requirements of the US
Securities Act, provided by Section 3(a)(10) thereof. The New Next
15 Shares issued pursuant to the Scheme will not be registered
under any US state securities laws and may only be issued to
persons resident in a state pursuant to an exemption from the
registration requirements of the securities laws of such state.
Publication on website and availability of hard copies
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on Next 15's website
www.next15.com/investors/ by no later than 12 noon (London time) on
the Business Day following this announcement. For the avoidance of
doubt, the contents of the websites referred to in this
announcement are not incorporated into and do not form part of this
announcement.
Next 15 Shareholders may request a hard copy of this
announcement by contacting Next 15's registrars, Link Group, 0371
664 0300. Calls are charged at the standard geographic rate and
will vary by provider. From overseas please call +44 (0)371 664
0300. Calls from outside the United Kingdom will be charged at the
applicable international rate. Lines are open between 9.00 a.m. and
5.30 p.m. Monday to Friday excluding public holidays in England and
Wales.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. 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 Takeover Code, any person who is, or
becomes, interested in one per cent. 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 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 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.
[i] Next 15 reserves the right to increase the offer price if
there is an announcement on or after the date of this announcement
of an offer or a possible offer for M&C Saatchi by a third
party offeror or potential offeror, other than ADV.
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END
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