M&c Saatchi Share Discussion Threads

[x54v] 02/3/2022 16:34

Someone bidding for 90k shares @ 175p in the auction.

[az4hr] 02/3/2022 08:26

if botb is an example the longer it goes the more unlikely it is

[kipper7] 24/2/2022 12:58

difficult to see how this can happen with current market conditions and share price at 162p.

[colinroberts] 22/2/2022 09:50

Surely the longer these takeover talks/discussions/issues drag on, the more likely it is to actually happen, in some shape or form... That's my view.

[x54v] 17/2/2022 16:51

Volume perking up too after 3:40pm with a few larger blocks printing.

Chart starting to look stronger.

[skyship] 17/2/2022 16:23

SAA surprisingly steady versus falling market. 185p as I type. Something going on perhaps...

[kipper7] 15/2/2022 15:35

X54v Bang on correct

[x54v] 15/2/2022 15:33

It would seem that way.

The directors stated that they were against the proposal on the suggested terms. However they also stated that it was in the "best interests of all stakeholders" to continue the discussions.

So clearly as you suggest there is group of shareholders interested in the possibility of VM's strategy, and they hold a sufficiently large percentage of the company to compel the SAA board to further discussions.

[kipper7] 15/2/2022 15:00

They will use the the extension Time to the full before making any announcement I would think. There's clearly a growing group of shareholders who are interested in her taking this on for the medium term good of the company

[x54v] 15/2/2022 14:01

The "constructive discussions" are certainly taking some time.

[kipper7] 04/2/2022 15:39

That is correctIt depends on the cash value of what is effectively a spac

[imastu pidgitaswell] 04/2/2022 12:27

Worth remembering that it is valued at 230p because it includes the value of the acquirer's shares at the price they were suspended at, with only 40p in cash.

It's only a takeover vehicle - and its value may no longer be 98p.

Essentially the transaction is swapping one version of paper (the SAA shares) for another version (the acquirer's), plus 40p.

[x54v] 04/2/2022 11:34

Got to be a chance that the bid will go hostile.

Vin Murria has already raised her offer a couple of times, yet the SAA board states that:

"The unanimous conclusion of the Independent Directors is that the Further Revised Proposal continues to undervalue the Company and its prospects and would therefore not be recommendable."

I wouldn't think that she is prepared to increase her offer too much more from the current 230p. Yet she seems keen to get hold of the business.

It will be interesting to see what happens next. A hostile bid is looking increasingly possible given that VM has raised her offer twice already and the SAA board is still stating that this undervalues the company.

[jans3] 04/2/2022 10:56

'Interestingly if it was ADVT which bought the 3,318,223 shares, the combined holding between it and Vin Murria would be very close to a quarter of the company (24.96%).'


Would ADVT have to disclose this increase if it was them?

[kipper7] 04/2/2022 10:04

High likelihood of a win now I think by vinMay be 240/250 shares and cash

[stemis] 04/2/2022 09:42

A relatively small number of institutions hold the key to any offer so it would be surprising if Murria hadn't spoken to them to get their views. The Board of SAA may be doing the negotiating but in the end it might not be down to them...

[x54v] 03/2/2022 11:44

"following talks with other large shareholders" - could it be then that the other large shareholders have expressed that they would be interested in the merger if the price is right.

[x54v] 03/2/2022 11:38

Today's FT hints at SAA coming round to the idea of a merger:

"In an apparent softening of its opposition, however, the company also said that following talks with other large shareholders, “the independent directors believe that it is in the best interests of all stakeholders in M&C Saatchi to continue to engage constructively in discussions with AdvT”."

[tromso1] 03/2/2022 09:49

Decent short term potential upside from here to 240p if that was the next offer.

"Murria is 'a very good operator' and 'she does tend to get her own way', according to two ad industry figures who know her"

[x54v] 03/2/2022 09:34

1st offer - 182p
2nd offer - 220p
3rd offer - 230p

Vin Murria is clearly very keen having raised the offer two times already. With talks ongoing, there could well be a further offer to come.

Given that SAA is willing to continue to continue to engage with ADVT, it must be considering the possibility of the merger and is perhaps holding out for better terms.

Next offer 240p?

[kipper7] 03/2/2022 07:55

FOR IMMEDIATE RELEASE3 February 2022M&C Saatchi plc("M&C Saatchi" or the "Company")Extension of "Put Up or Shut Up" deadlineAdvancedAdvT Limited ("AdvT") is required in accordance with Rule2.6(a) of the City Code on Takeovers and Mergers (the "Code"), by no later than 5.00 p.m. on 3 February 2022, either to announce a firm intention to make an offer for M&C Saatchi or to announce that it does not intend to make an offer for M&C Saatchi, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.Following the announcement on 24 January 2022 by the directors of the Company other than Vin Murria (the "Independent Directors"), the Independent Directors confirm that they received a further revised proposal (the "Further Revised Proposal") from AdvT on 27 January 2022.Under the Further Revised Proposal, AdvT would offer each M&C Saatchi shareholder 1.939 new AdvT ordinary shares and 40 pence in cash for each M&C Saatchi ordinary share. AdvT would also make a mix and match facility available, whereby (subject to matching opposite elections being made by other M&C Saatchi shareholders), M&C Saatchi shareholders would be offered the opportunity to vary the proportions of AdvT ordinary shares and cash to be received by them. AdvT has also indicated that it would increase its all-share alternative proposal such that M&C Saatchi shareholders would receive 2.347 new AdvT ordinary shares for each M&C Saatchi ordinary share.On 28 January 2022 certain of the Independent Directors together with a representative of their financial advisers met with Vin Murria and Marwyn Investment Management ("Marwyn"), the two largest shareholders of AdvT. At the meeting, those Independent Directors reiterated the concerns previously raised in the Company's announcements of 7 and 24 January 2022, including the continued undervaluation of the Company; the strategy of the enlarged AdvT group and, in particular, the lack of clarity over the deliverability of, and execution risk associated with, their proposed 'digital-led M&A' strategy; the impact on culture; how AdvT intends to ensure the retention and appropriate incentivisation of M&C Saatchi 's key management and employees; and the valuation of AdvT 's ordinary shares.The Independent Directors have also had extensive dialogue with a significant majority of the largest shareholders in M&C Saatchi and have considered the Further Revised Proposal together with their financial advisers, Numis and Liberum. The unanimous conclusion of the Independent Directors is that the Further Revised Proposal continues to undervalue the Company and its prospects and would therefore not be recommendable. However, the Independent Directors believe that it is in the best interests of all stakeholders in M&C Saatchi to continue to engage constructively in discussions with AdvT.Discussions between the parties remain ongoing and in accordance with Rule 2.6(c) of the Code, the Independent Directors have requested, and the Panel on Takeovers and Mergers (the "Takeover Panel") has consented to, an extension to the deadline by which AdvT is required either to announce a firm intention to make an offer for M&C Saatchi in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. Such announcement must now be made by not later than 5.00 p.m. on 3 March 2022 . This deadline can be further extended by the Independent Directors, with the consent of the Takeover Panel.The Independent Directors continue to believe strongly in the future prospects of M&C Saatchi. The Company's robust financial performance in 2021 and the momentum into the start of 2022, as referenced in the recent trading update on 21 January 2022, positions the Company strongly for further growth and provides the Independent Directors with increasing confidence in the success of its strategy. A s a result, they remain confident in M&C Saatchi's ability to create material shareholder value.There can be no certainty that a firm offer will be made. A further announcement will be made in due course.This announcement has been made with the consent of AdvT.The person responsible for arranging this announcement on behalf of M&C Saatchi is Gareth Davis, Chairman. For further information please call: M&C Saatchi plc [phone] Gareth Davis, Chairman Numis - NOMAD, Financial Adviser and Corporate Broker [phone] Nick Westlake, Stuart Ord, Hugo Rubinstein, Iqra Amin Liberum - Financial Adviser and Corporate Broker [phone] Neil Patel, Benjamin Cryer, Edward Phillips, Will King Tim Medak, Mark Harrison, M&A Brunswick - Financial PR Sumeet Desai, Stuart Donnelly, Kate Pope [phone] Important NoticesThis 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 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.DisclaimerNumis Securities, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for M&C Saatchi and no one else in connection with the possible offer and will not be responsible to anyone other than M&C Saatchi for providing the protections afforded to clients of Numis Securities nor for providing advice in relation to the possible offer or any other matters referred to in this announcement. Neither Numis Securities 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 Securities 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 and no one else in connection with the possible 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 possible 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 issueIn 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 penny 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 CodeUnder 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 [phone] 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 websiteIn 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 4 February 2022. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.END

[kipper7] 03/2/2022 07:54

Revised offer received. Circa 230p

[x54v] 02/2/2022 14:17

"London creative agency M&C Saatchi has unveiled a new consultancy business, dubbed Thread, with the aim of specializing in digital business innovation.

The new consultancy will target the growing market for digital transformation services, which has emerged as a major growth area for agencies during the course of the pandemic."