Business
Publication of Circular and Notice of GM
Publication of Circular and Notice of GM.
About this update from Next 15 Group Plc
[{"type":"text","content":"\n \n \n \n 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.\n \n \n \n \n FOR IMMEDIATE RELEASE.\n \n \n \n 17\n June 2022\n \n \n \n FINAL[i] CASH AND SHARE ACQUISITION\n \n \n \n \n OF\n \n \n \n \n M&C SAATCHI PLC\n \n \n \n \n BY\n \n \n \n \n NEXT FIFTEEN COMMUNICATIONS GROUP PLC\n \n \n \n \n Acquisition Update\n \n \n \n \n Publication of Circular and Notice of General Meeting\n \n \n \n On 20 May 2022, the board of Next Fifteen Communications Group plc (\"Next 15\") and the M&C Saatchi Independent Directors announced the terms of a recommended cash and share acquisition by which the entire issued and to be issued ordinary share capital of M&C Saatchi plc (\"M&C Saatchi\") will be acquired by Next 15, to be effected by means of a court sanctioned scheme of arrangement between M&C Saatchi and the M&C Saatchi Shareholders under Part 26 of the Companies Act 2006 (the \"Acquisition\") (the \"2.7 Announcement\").\n \n \n On 9 June 2022, the board of Next 15 announced that the terms of the Acquisition, as set out in the 2.7 Announcement, are final[ii] and will not be increased, except that Next 15 reserves the right to increase the offer price if there is an announcement on or after 9 June 2022 of an offer or a possible offer for M&C Saatchi by a third-party offeror or potential offeror, other than ADV.\n \n \n \n \n \n \n The M&C Saatchi board recommendation\n \n \n \n \n \n \n Today, the board of M&C Saatchi announced that it had posted the Scheme Document to M&C Saatchi Shareholders. The board of Next 15 notes that, in that announcement, the board of M&C Saatchi stated that it had modified its recommendation of the Acquisition, such that it now recommends that M&C Saatchi Shareholders do not vote in favour of the Scheme as a result of the recent decline in Next 15's share price.\n \n \n \n \n \n \n The Next 15 board's views on the Acquisition\n \n \n \n \n \n \n \n \n The board of Next 15 is disappointed by this decision but welcomes the continued strong support of the M&C Saatchi Directors and M&C Saatchi's executive committee for the strategic, commercial, employee and cultural merits of the Next 1...