Result of Tender Offer

RNS Number : 8480X

M&C Saatchi PLC

16 January 2014

 



M&C Saatchi Plc

Results of Tender Offer

16 January 2014

The Board of M&C Saatchi plc is pleased to announce the result of the Tender Offer described in the circular issued by the Company to its Shareholders on 19 December 2013. The Tender Offer closed on 15 January 2014 in accordance with the published timetable following shareholder approval at the General Meeting of the Company held on 7 January 2014.

A total of 11,397,188 Ordinary Shares were validly tendered under the Tender Offer and as a result, all Shareholders who have validly tendered Ordinary Shares will have their tenders accepted in full up to their Basic Entitlements, which in aggregate equates to 3,675,295 Ordinary Shares, and excess tenders will be satisfied on a pro rata basis (subject to the provisions of paragraph 7.2 of Part IV in relation to the Directors as set out in the circular) with the remaining excess of 7,721,893 Ordinary Shares tendered into the process being scaled back such that 2,662,505 Ordinary Shares will be purchased from Shareholders who offered to tender more than their Basic Entitlement. Shareholders who validly tendered Ordinary Shares will therefore have tenders accepted for approximately 0.34 Ordinary Shares for every Ordinary Share that they tendered above their Basic Entitlement. In total, 6,337,800 Ordinary Shares will be purchased by Numis Securities at a price per Ordinary Share of £3.35, for a total cost of £21,231,630. This represents approximately 9.27 per cent. of the issued share capital of the Company (excluding shares held in treasury).

It is expected that the cheques will be dispatched and CREST payments made to selling Shareholders on or before 23 January 2014. Any queries concerning the calculation of accepted tenders and administration of the Tender Offer should be addressed to Computershare Investor Services Plc on [phone].

As a result of the Tender Offer, there have been the following changes to the interests of the following Directors and their connected persons in Ordinary Shares:

Director	Number of Ordinary Shares successfully tendered	Holding of Ordinary Shares following the Tender Offer
Lloyd Dorfman	13,822	102,042
Jonathan Goldstein	Nil	Nil
Jamie Hewitt	7,328	54,105
David Kershaw	559,042	4,127,060
Adrian Martin	Nil	Nil
Bill Muirhead	559,042	4,127,060
Lord Maurice Saatchi*	559,042	4,127,060
Jeremy Sinclair	559,042	4,127,060

* The interest of Lord Maurice Saatchi also include interests of certain Shareholders connected with him

Pursuant to the terms of the Repurchase Agreement, the Company has granted Numis Securities an Option to require the Company to purchase the Ordinary Shares acquired by Numis Securities under the Tender Offer. If this Option is exercised such Ordinary Shares will be purchased by the Company under the terms of the Repurchase Agreement at the Tender Price and will then be cancelled. If this occurs the Company's issued share capital will be reduced by 6,337,800 Shares to 62,701,193 (including shares held in treasury) and the resulting interests of the directors in Ordinary Shares will be:

Director	% of issued share capital following the Tender Offer and a subsequent cancellation of these Ordinary Shares**
Lloyd Dorfman	0.16
Jonathan Goldstein	Nil
Jamie Hewitt	0.09
David Kershaw	6.66
Adrian Martin	Nil
Bill Muirhead	6.66
Lord Maurice Saatchi*	6.66
Jeremy Sinclair	6.66

* The interest of Lord Maurice Saatchi also include interests of certain Shareholders connected with him

** Excludes 700,000 Ordinary Shares held in treasury

The Company will make a further announcement on the cancellation of 6,337,800 Ordinary Shares.

Terms used but not defined in this announcement have the same meaning given to them in the circular.

For further information:

M&C Saatchi Plc
Andy Blackstone, Company Secretary	Tel: [phone]
	www.mcsaatchiplc.com
Numis Securities Limited
Nick Westlake (NOMAD)		Tel: [phone]
Charles Farquhar

 

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