TNS Taylor Nelson

    RNS Number : 4787G
  WPP Group PLC
  22 October 2008
   

    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, INTO AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

    22 October 2008

             WPP GROUP PLC ("WPP")
 TAYLOR NELSON SOFRES PLC ("TNS") OFFER UPDATE


    Announcement of acceptance level 

    WPP announces that as at 3.00 p.m. (London time) on 22 October 2008, valid acceptances of the Offer had been received in respect of a
total of 383,896,250 TNS Shares, representing approximately 91.72 per cent. of the existing issued share capital of TNS.

    Persons presumed to be acting in concert with WPP in respect of the Offer have an interest in an aggregate amount of 30,000 TNS Shares
(representing approximately 0.01 per cent. of the existing issued share capital of TNS). Save as disclosed, as at 3.00 p.m. (London time) on
22 October 2008, neither WPP nor any person acting in concert with WPP had any interest in any relevant securities of TNS.

    Extension of the Offer

    The Offer will remain open for acceptance until 3.00 p.m. on 29 October 2008.

    The Offer remains subject to the terms and conditions set out in the Offer Document not already declared satisfied, save to the extent
varied as a consequence of WPP's proposal to introduce a new parent company as previously announced. A further announcement relating to the
fulfillment (or, if capable of waiver, waiver) of the remaining conditions of the Offer will be made in due course and, in any event, by no
later than 29 October 2008.

    Proposed compulsory acquisition and de-listing of TNS

    Having received acceptances in excess of 90 per cent. in value of the TNS Shares to which the Offer relates (and in excess of 90 per
cent. of the voting rights carried by the TNS Shares to which the Offer relates), and subject to the Offer being declared unconditional in
all respects, WPP intends to exercise its rights pursuant to the provisions of Part 28 of the Companies Act 2006 to acquire compulsorily any
remaining TNS Shares in respect of which acceptances have not then been received, on the same terms as the Offer. WPP proposes to initiate
the compulsory acquisition procedures shortly after the Offer is declared wholly unconditional.

    As previously announced, subject to the Offer being declared unconditional in all respects and to any applicable requirements of the UK
Listing Authority, WPP also intends to procure that TNS makes an application to cancel the admission to trading of TNS Shares on the London
Stock Exchange's main market for listed securities and to cancel the admission of the TNS Shares on the Official List. Not less than 20
Business Days notice of such cancellation will be provided to TNS Share Owners, following the Offer being declared unconditional in all
respects. De-listing would significantly reduce the liquidity and marketability of any TNS Shares not assented to the Offer at that time and
the value of any such TNS Shares may be affected as a consequence.

    TNS recommendation to accept WPP Offer

    The Board of TNS has recommended TNS Share Owners to accept the Offer, as the directors of TNS intend to do in respect of their own
beneficial holdings.

    TNS Share Owners who have not yet accepted the Offer are therefore urged to do so without delay.

    Action to be taken to accept the WPP Offer

    TNS Share Owners who hold TNS Shares in certificated form (that is, not in CREST), should complete the Form of Acceptance and Election
in accordance with paragraph 14.1 of Part 1 of the Offer Document. They should return the completed and signed Form of Acceptance and
Election (along with any appropriate document(s) of title including their share certificate(s)) using the reply-paid envelope that was
enclosed with the Offer Document (if they are posting within the United Kingdom) as soon as possible.

    TNS Share Owners who hold TNS Shares in uncertificated form (that is, in CREST), should follow the procedures set out in paragraph 14.2
of Part 1 of the Offer Document, so as to ensure that their TTE instruction(s) settle(s) as soon as possible.

    TNS Share Owners who require assistance in accepting the Offer (or who require a replacement Form of Acceptance and Election) should
telephone Computershare Investor Services PLC (the receiving agent for the Offer), on 0870 707 1367 (from within the United Kingdom) and +44
870 707 1367 (from outside the United Kingdom). However, TNS Share Owners should be aware that Computershare Investor Services PLC cannot
provide any financial, legal or taxation advice in connection with the Offer nor any advice on the merits of the Offer. 

    TNS Share Owners who are in any doubt as to what action to take are recommended to seek their own personal financial advice immediately
from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services
and Markets Act 2000 if they are resident in the United Kingdom or, if not, from another appropriately authorised financial adviser in their
own jurisdiction.

    Enquiries:

 BUCHANAN COMMUNICATIONS           +44 20 7466 5000
 Richard Oldworth  

 MERRILL LYNCH INTERNATIONAL       +44 20 7628 1000
 Richard Taylor
 Mark Astaire (Corporate Broking)

 PERELLA WEINBERG PARTNERS UK LLP  +44 20 7268 2800
 Philip Yates
 Graham Davidson

 GOLDMAN SACHS INTERNATIONAL
 James Del Favero                  +1 212 902 1000
 Simon Dingemans                   +44 20 7774 1000

    Capitalised terms used in this announcement have the same meaning as defined in WPP's Offer Document dated 1 August 2008.

    Merrill Lynch International, Perella Weinberg Partners UK LLP and Goldman Sachs International are acting exclusively for WPP in
connection with the Offer and no one else and will not be responsible to anyone other than WPP for providing the protections afforded to
clients of Merrill Lynch International, Perella Weinberg Partners UK LLP or Goldman Sachs International, respectively, nor for providing
advice in connection with the Offer or any matter referred to in this announcement.

    The directors of WPP accept responsibility for the information contained in this announcement. To the best of the knowledge and belief
of the directors of WPP (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement
is in accordance with the facts and does not omit anything likely to affect its import.

    IMPORTANT NOTICES

    Overseas jurisdictions

    The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law
and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and
observe, any applicable legal or regulatory requirements of their jurisdictions. The Offer Document has been prepared in accordance with
English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if it had been
prepared in accordance with the laws and regulations of jurisdictions outside England.

    The availability of the Offer to persons who are not resident in and citizens of the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are located.

    The Offer is not being made, directly or indirectly, in or into Australia, Canada or Japan or any other jurisdiction where to do so
would constitute a breach of relevant laws in that jurisdiction, and the Offer will not be capable of acceptance from or within any such
jurisdiction. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, transmitted,
distributed or sent (directly or indirectly) in or into Australia, Canada or Japan or any other jurisdiction where to do so would constitute
a breach of relevant laws in that jurisdiction, and persons receiving this announcement (including agents, nominees, custodians and
trustees) must not mail or otherwise distribute or send it in or into such jurisdictions as doing so may invalidate any purported acceptance
of the Offer.

    This announcement is not an offer of securities for sale in Australia, Canada or Japan or in any other jurisdiction in which such an
offer is unlawful. The New WPP Shares, which form part of the consideration under the Offer, have not been, and will not be, registered
under the securities laws of Australia, Canada or Japan, and no regulatory clearance in respect of the New WPP Shares has been, or will be,
applied for in any jurisdiction other than the United Kingdom. The New WPP Shares may not be offered, sold or delivered, directly or
indirectly, in or into Australia, Canada or Japan or to, or for the account or benefit of, any resident of Australia, Canada or Japan except
pursuant to an applicable exemption from, or in a transaction not subject to, applicable securities laws of those jurisdictions.

    Notice to US Persons

    The Offer is for the securities of a United Kingdom company and is subject to United Kingdom legal requirements, which are different
from those of the United States. The Offer is being made in the United States in compliance with applicable tender offer rules under the US
Exchange Act as modified by the "Tier II" exemption provided by Rule 14d-1(d) under such Act and otherwise in accordance with the
requirements of the City Code. Accordingly, the Offer is subject to disclosure and procedural requirements, including with respect to
withdrawal rights, offer timetable, settlement procedures and timing of payments, that differ in some respects from those applicable under
US domestic tender offer procedures and law.

    This announcement is not an offer of securities for sale in the United States. The New WPP Shares which form part of the consideration
under the Offer have not been, and will not be, registered under the US Securities Act or under the securities law of any state, district or
other jurisdiction of the United States. The New WPP Shares may not be offered, sold or delivered, directly or indirectly, in or into the
United States or to, or for the account or benefit of, any US Person except pursuant to an applicable exemption from, or in a transaction
not subject to, the registration requirements of the US Securities Act. Accordingly, unless WPP is satisfied in its sole discretion that the
New WPP Shares can be offered, sold or delivered to a particular US Person, or for his account or benefit, pursuant to an applicable
exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act, a US Person who validly accepts
the Offer will receive, in lieu of the New WPP Shares to which he would otherwise be entitled under the terms of the Offer, the net cash proceeds of the sale of such shares, as more fully
described in the Offer Document.

This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
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