Firm offer for all of the issued and to be issued share capital of M&C Saatchi plc

This area of the website (“Microsite”) contains documentation made available by M&C Saatchi plc (“M&C Saatchi” or the “Company”) in connection with a firm offer (the “Offer”) made by Next Fifteen Communications Group plc for all of the issued and to be issued share capital of M&C Saatchi.

IMPORTANT DISCLAIMER

ACCESS TO THIS MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH M&C SAATCHI REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”). IN PARTICULAR, BUT WITHOUT LIMITATION, THE UNITED STATES AND ANY STATE OR JURISDICTION IN THE UNITED STATES IS CONSIDERED FOR THESE PURPOSES TO BE A RESTRICTED JURISDICTION.

THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED IN CONNECTION WITH THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

 

Access to the Information

If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this part of the website and, depending on where you are located, may affect your rights or responsibilities. M&C Saatchi reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this part of the website may be amended at any time, in whole or in part, at the sole discretion of M&C Saatchi.

To allow you to view information about the Offer, you must read this notice and then click “I ACCEPT”. If you are unable to agree, you should click “I DECLINE” and you will not be able to view information about the Offer.

The Information contained in this Microsite is not intended to and does not constitute or form part of any offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for or otherwise acquire any securities in the capital of M&C Saatchi or otherwise in any jurisdiction in which such offer or solicitation is unlawful. Any offer for the issued and to be issued share capital of M&C Saatchi, if made, will be made solely by means of an offer document which will contain the full terms and conditions of such offer, including details on how it may be accepted. Any decision made in relation to any such offer should be made solely and only on the basis of the information provided in any such document.

Overseas jurisdictions

This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.

Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the “UK”) who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY RESTRICTED JURISDICTION.

This Microsite contains Information that has been prepared for the purposes of complying with English law and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.

Cautionary note relating to forward-looking statements

This Microsite contains Information which may include statements which are, or may be deemed to be, “forward looking statements”. Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the subject matter of such statements, and are subject to risks and uncertainties that could cause the actual outcome to differ materially from those expressed or implied by those statements.  In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms “believes”, “estimates”, “will look to”, “would look to”, “plans”, “prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “budget”, “scheduled”, “forecasts”, “synergy”, “strategy”, “goal”, “cost-saving”, “projects” “intends”, “may”, “will” or “should” or their negatives or other variations or comparable terminology. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. Neither M&C Saatchi, Numis Securities (“Numis”), Liberum Capital Limited (“Liberum Capital”) nor any of their respective affiliates nor the directors, officers, employees or advisers of any such person, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any such forward looking statements will actually occur. Given these risks and uncertainties, M&C Saatchi shareholders should not place any reliance on forward looking statements.

Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. The Information included in this Microsite issued or published by M&C Saatchi speaks only at the specified date of the relevant document. M&C Saatchi, Numis, Liberum Capital and each of their respective affiliates and the directors, officers, employees or advisers of each such person expressly disclaims any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

No statement contained or referred to in this Microsite is intended to be a profit forecast.

Responsibility

In relation to any materials accessible on this Microsite please note any statement of responsibility contained therein.

In relation to any document, announcement or information contained on this Microsite, the only responsibility accepted by M&C Saatchi or any director of M&C Saatchi, is for the correctness and fairness of its reproduction and presentation unless a responsibility statement in any document expressly provides otherwise.  Save as aforesaid, neither M&C Saatchi, Numis, Liberum Capital or their respective affiliates or the directors, officers, employees or advisers of any such person shall be responsible for or accepts any liability in respect of, any document, announcement or information in this Microsite.

Neither M&C Saatchi, Numis, Liberum Capital or their respective affiliates or the directors, officers, employees or advisers of any such person have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.

Numis, 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 Offer and will not be responsible to anyone other than M&C Saatchi for providing the protections afforded to clients of Numis nor for providing advice in relation to the Offer or any other matters referred to in in any document accessible through this Microsite. No representation or warranty, express or implied, is made by Numis as to the contents of any document accessible through this Microsite. 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 the Offer and/or the contents of any document accessible through this Microsite or otherwise.

Liberum Capital, 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 Offer and will not be responsible to anyone other than M&C Saatchi for providing the protections afforded to clients of Liberum Capital nor for providing advice in relation to the Offer or any other matters referred to in in any document accessible through this Microsite. No representation or warranty, express or implied, is made by Liberum Capital as to the contents of any document accessible through this Microsite. Neither Liberum Capital 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 in connection with the Offer and/or the contents of any document accessible through this Microsite or otherwise.

Other

If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.

This notice shall be governed by and construed in accordance with English law.

Confirmation

Confirmation of understanding and acceptance

           I have read and understood the notice set out above and I agree to be bound by its terms.

           I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this website or parts of it illegal.

           I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this Microsite to any other person at any time.

           I represent and warrant to M&C Saatchi that I intend to access this Microsite for information purposes only.

If you are not able to give these confirmations, you should click on I DECLINE below.

 

I Accept

 

I Decline