Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
March 24 2022 - 7:13AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 6-K
____________________
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the Month of March 2022
Commission File Number: 001-38303
______________________
WPP plc
(Translation of registrant's name into English)
________________________
Sea Containers, 18 Upper Ground
London, United Kingdom SE1 9GL
(Address of principal executive offices)
_________________________
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form
20-F X Form 40-F
___
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1): ___
Note: Regulation S-T Rule 101(b)(1) only permits the
submission in paper of a Form 6-K if submitted solely to provide an
attached annual report to security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7): ___
Note: Regulation S-T Rule 101(b)(7) only permits the
submission in paper of a Form 6-K if submitted to furnish a report
or other document that the registrant foreign private issuer must
furnish and make public under the laws of the jurisdiction in which
the registrant is incorporated, domiciled or legally organized (the
registrant’s “home country”), or under the rules
of the home country exchange on which the registrant’s
securities are traded, as long as the report or other document is
not a press release, is not required to be and has not been
distributed to the registrant’s security holders, and, if
discussing a material event, has already been the subject of a Form
6-K submission or other Commission filing on EDGAR.
Forward-Looking Statements
In
connection with the provisions of the Private Securities Litigation
Reform Act of 1995 (the “Reform Act”), WPP plc and its
subsidiaries (the “Company”) may include
forward-looking statements (as defined in the Reform Act) in oral
or written public statements issued by or on behalf of the Company.
These forward-looking statements may include, among other things,
plans, objectives, projections and anticipated future economic
performance based on assumptions and the like that are subject to
risks and uncertainties. As such, actual results or outcomes may
differ materially from those discussed in the forward-looking
statements. Important factors that may cause actual results to
differ include but are not limited to: the unanticipated loss of a
material client or key personnel, delays or reductions in client
advertising budgets, shifts in industry rates of compensation,
regulatory compliance costs or litigation, natural disasters or
acts of terrorism, the Company’s exposure to changes in the
values of major currencies other than the UK pound sterling
(because a substantial portion of its revenues are derived and
costs incurred outside of the United Kingdom) and the overall level
of economic activity in the Company’s major markets (which
varies depending on, among other things, regional, national and
international political and economic conditions and government
regulations in the world’s advertising markets). In addition,
you should consider the risks described in Item 3D, captioned
“Risk Factors” in the Company’s Form 20-F for the
year ended 31 December 2019, which could also cause actual results
to differ from forward-looking information. In light of these and
other uncertainties, the forward-looking statements included in the
oral or written public statements should not be regarded as a
representation by the Company that the Company’s plans and
objectives will be achieved.
The
Company undertakes no obligation to update or revise any such
forward-looking statements, whether as a result of new information,
future events or otherwise.
EXHIBIT INDEX
Exhibit No.
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Description
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1
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Share buyback programme dated 24 March 2022, prepared by WPP
plc.
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FOR IMMEDIATE
RELEASE
24 March 2022
WPP plc ("WPP")
Share buyback programme
WPP announces that it has today entered into a non-discretionary
agreement with Goldman Sachs International ("GSI") in relation to the purchase by GSI, acting as
riskless principal, of WPP's ordinary shares of 10
pence each ("Ordinary
Shares") for an aggregate
purchase price of up to £300m (the
"Programme"). Ordinary Shares acquired by GSI under the
agreement will be simultaneously on-sold by GSI to WPP. The
purchase of shares in accordance with the Programme will take place
during the period commencing 24 March 2022 and ending no later than
24 June 2022. The purpose of the Programme is to reduce the share
capital of WPP.
Any purchase of Ordinary Shares contemplated by this announcement
will be carried out on the London Stock Exchange and/or other
trading venues1 and
will be effected within certain pre-set parameters. WPP's
shareholders generally authorised WPP to purchase up to a maximum
of 121,258,871 Ordinary Shares at its 2021 Annual General
Meeting held on 9 June 2021, subject to certain limitations, and a
resolution to renew this authority is expected to be put to WPP's
2022 Annual General Meeting in the ordinary course (such authority,
as amended or renewed from time to time, the "Authority"). The aggregate number of Ordinary Shares
acquired by the Company pursuant to the Programme shall not exceed
the maximum number of Ordinary Shares which the Company is
authorised to purchase pursuant to the Authority. The current
Authority expires on the earlier of the date of the Annual General
Meeting of the Company to be held in 2022 and 1 September
2022. The Programme will be executed in accordance with (and
subject to the limits prescribed by) the Authority and will be
conducted within the parameters prescribed by the Market Abuse
Regulation 596/2014/EU (as in force in the UK and as
amended by the Market Abuse (Amendment) (EU Exit) Regulations
2019), the Commission Delegated Regulation 2016/1052/EU (as in
force in the UK and as amended by the FCA's Technical
Standards (Market Abuse Regulation) (EU Exit) Instrument 2019) and
in accordance with Chapter 12 of the UK Listing Rules.
Any market repurchase of Ordinary Shares will be announced no later
than 7.30am on the business day following the calendar day on which
the repurchase occurred.
Goldman Sachs will make any disclosures it is legally required to
make in relation to such transactions.
[1] Cboe BXE, Cboe CXE and
Turquoise.
For further information:
Investors and analysts
|
|
Peregrine
Riviere
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+44
7909 907193
|
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Media
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Chris
Wade, WPP
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+44
(0)20 7282 4600
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Richard
Oldworth,Buchanan Communications
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+44 20
7466 5000+44 7710 130 634
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About WPP
WPP is the creative transformation company. We use the power of
creativity to build better futures for our people, planet, clients
and communities. For more information,
visit www.wpp.com.
ENDS
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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WPP
PLC
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(Registrant)
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Date:
24 March 2022.
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By:
______________________
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Balbir
Kelly-Bisla
|
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Company
Secretary
|
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