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Advancedadvt Limited - Form 8 (OPD) - AdvancedAdvT Limited

19/01/2022
RNS Number : 0007Z
Advancedadvt Limited
19 January 2022
 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:

AdvancedAdvT Limited

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

     The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.


(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

AdvancedAdvT Limited

(d) Is the discloser the offeror or the offeree?

OFFEROR

(e) Date position held:

     The latest practicable date prior to the disclosure

18/01/2022

(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

     If it is a cash offer or possible cash offer, state "N/A"

YES

 

M&C Saatchi plc

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:

 

Ordinary shares - NPV

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

nil

-

nil

-

(2) Cash-settled derivatives:

 

nil

-

nil

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

nil

-

nil

-

 

     TOTAL:

nil

-

nil

-

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

None

Details, including nature of the rights concerned and relevant percentages:

N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

Ordinary Shares:

 

Director

Number of ordinary shares

% holding

Vinodka Murria

17,500,000

13.14%

 

Acting in Concert

Number of ordinary shares

% holding

Marwyn Investment Management

20,525,000

15.41%

 

 

 

Warrants:

 

Marwyn Investment Management holds 525,000 warrants to subscribe for one additional ordinary share per warrant in AdvancedAdvT Limited for a price of 100p each. The warrants are exercisable until 5 years following AdvancedAdvT Limited's admission date, which was 04 December 2020.

 

Incentive Shares:

 

Director / Holder

Number of incentive shares

Vinodka Murria

15,600

Marwyn Long Term Incentive LP

2,000

Gavin Hugill

600

Karen Chandler

600

 

As Directors, Vinodka Murria, Gavin Hugill, Karen Chandler and James Corsellis (through his indirect beneficial interest in Marwyn Long Term Incentive LP) hold Incentive Shares in MAC I (BVI) Limited, AdvancedAdvT Limited's subsidiary. Subject to a number of provisions and vesting conditions, the value of the incentive shares is based on value creation in the business(1), and at the time of exercising, the Incentive Shares can be exchanged for Ordinary Shares in AdvancedAdvT Limited.

 

(1) For further details on the Incentive shares, please refer to the AdvancedAdvT Limited Financial Statements to 30 June 2021, pages 30-33.

 

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

 

None

 

 

(b)        Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i)  the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None

 

 

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

19/01/2022

Contact name:

Antoinette Vanderpuije

Telephone number:

+44 (0)20 7004 2700

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

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