TIDMNFC TIDMSAA
RNS Number : 7708E
Next Fifteen Communications Grp PLC
31 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.
31 October 2022
FINAL[i] CASH AND SHARE ACQUISITION
OF
M&C SAATCHI PLC
BY
NEXT FIFTEEN COMMUNICATIONS GROUP PLC
Next 15 Response to the Outcome of the M&C Saatchi
Meetings
Outcome of M&C Saatchi Meetings
Next Fifteen Communications Group plc ("Next 15" or the
"Company") notes the announcement by M&C Saatchi that :
-- at the M&C Saatchi Reconvened Court Meeting the Scheme
was not approved by the requisite majorities of the Scheme
Shareholders (as defined in the Scheme Document) ; and
-- as such, the M&C Saatchi Reconvened General Meeting was not held.
As detailed in the Company's announcement made on 21 October
2022, the outcome was expected by the Board of Next 15 (the
"Board"), given the previous statement made by ADV and Vin Murria
regarding their intentions to vote their respective shareholdings
in M&C Saatchi against the Next 15 Scheme.
Full details of the results of the M&C Saatchi Meetings can
be found in the announcement released by M&C Saatchi earlier
today, which is available at www.mcsaatchiplc.com .
As a result of the failure to pass the required resolution at
the M&C Saatchi Reconvened Court Meeting, the Scheme has lapsed
and the acquisition of M&C Saatchi plc by Next 15 has
terminated.
Confident in our future prospects
Next 15 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.
Capitalised terms used but not defined in this announcement
shall have the meanings given to them in the supplementary circular
posted by Next 15 to its shareholders on 12 October 2022, 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
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.
This announcement does not constitute a prospectus or prospectus
equivalent document.
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.
[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
RSPBKDBQBBDDOKN
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