WPP PLC RESULTS OF THE PROPOSAL AND THE TENDER OFFER (8902T)
March 25 2019 - 6:47AM
UK Regulatory
TIDMWPP
RNS Number : 8902T
WPP PLC
25 March 2019
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014.
NOT FOR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN
REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED)
("U.S. PERSON") OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (TOGETHER, THE
"UNITED STATES") OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER
PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT.
25 March 2019
WPP FINANCE S.A.
ANNOUNCEMENT OF RESULTS OF THE PROPOSAL AND THE TENDER OFFER
On 28 February 2019, WPP Finance S.A. (the Offeror) announced an
invitation to the holders (the Bondholders) of its outstanding
GBP200,000,000 6.375 per cent. Guaranteed Bonds due 2020 (ISIN:
XS0329581333) (the Bonds) issued by the Offeror and guaranteed by,
inter alios, WPP plc, WPP 2005 Limited and WPP Jubilee Limited
((the Guarantors):
(i) to tender their Bonds for purchase by the Offeror for cash (the Tender Offer); and
(ii) to consent to certain modifications to the terms and
conditions of the Bonds (the Conditions) contained within the Trust
Deed (as defined in the Offer Memorandum), to facilitate the full
and final redemption of the Bonds as proposed by the Offeror (the
Proposal) for approval by Extraordinary Resolution at a meeting of
Bondholders (the Meeting) (such invitation, the Consent
Solicitation),
each on the terms of and subject to the conditions set out in
the tender offer and consent solicitation memorandum dated 28
February 2019 (the Offer Memorandum).
Capitalised terms used in this announcement, and not otherwise
defined, have the meanings given to them in the Offer
Memorandum.
The Tender Offer and the Consent Solicitation
Results of the Meeting
The Meeting was held earlier today and notice is hereby given to
Bondholders that, at the Meeting, the Extraordinary Resolution was
duly passed and became unconditional, and accordingly the Third
Supplemental Trust Deed relating to the Bonds has been executed by
the parties thereto and the amendments to the Conditions of the
Bonds have become effective as of today's date.
Results of the Tender Offer
The Offeror will accept for purchase all Bonds validly tendered
pursuant to the Tender Offer. The Tender Offer expired at 4:00 p.m.
(London time) on 21 March 2019 (the Final Deadline).
Early Voting Fee and Ineligible Holder Payment
On 27 March 2019, the Issuer will pay (i) the Early Voting Fee
to the Eligible Bondholders that delivered (and did not
subsequently revoke) valid Solicitation Instructions to the Tender
and Tabulation Agent in respect of the Extraordinary Resolution
(whether voting for or against the Extraordinary Resolution) in
accordance with the Offer Memorandum on or before the Early
Deadline and (ii) the Ineligible Holder Payment to the Ineligible
Bondholders that delivered (and did not subsequently revoke) valid
Ineligible Holder Instructions to the Tender and Tabulation Agent
in respect of the Extraordinary Resolution (whether voting for or
against the Extraordinary Resolution) in accordance with the Offer
Memorandum on or before the Ineligible Instruction Early
Deadline.
For the avoidance of doubt, Bondholders are not eligible for
both a Purchase Price and an Early Voting Fee in respect of the
same Bonds.
Purchase and Mandatory Redemption
The Purchase Price and the Mandatory Redemption Price will be
determined at or around 2:00 p.m. (London time) today and will be
announced as soon as reasonably practicable thereafter.
The expected Settlement Date and the expected Mandatory
Redemption Date is 27 March 2019.
All Bonds purchased will be cancelled. Following cancellation of
such Bonds and the redemption of the remaining Bonds on the
Mandatory Redemption Date, the aggregate principal amount
outstanding of the Bonds shall be zero.
DEALER MANAGERS
Barclays Bank PLC NatWest Markets Plc
5 The North Colonnade 250 Bishopsgate
Canary Wharf London EC2M 4AA
London E14 4BB United Kingdom
United Kingdom Telephone: +44 (0) 20 7678 5222
Telephone: +44 (0) 20 3134 8515 Attention: Liability Management
Attention: Liability Management Email: liabilitymanagement@natwestmarkets.com
Group
Email: eu.lm@barclays.com
TENDER AND TABULATION AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: Thomas Choquet
Email: wpp@lucid-is.com
This announcement is released by WPP Finance S.A. and contains
information in relation to the Bonds that qualified or may have
qualified as inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing
information relating to the Tender Offer, the Consent Solicitation
and/or the Proposal described above. For the purposes of MAR and
Article 2 of Commission Implementing Regulation (EU) 2016/1055,
this announcement is made by Paul Richardson, Group Finance
Director.
DISCLAIMER
This announcement must be read in conjunction with the Offer
Memorandum. No offer or invitation to acquire any securities is
being made pursuant to this announcement. The distribution of this
announcement and the Offer Memorandum in certain jurisdictions may
be restricted by law. Persons into whose possession this
announcement and/or the Offer Memorandum comes are requested by
each of the Offeror, the Trustee, the Dealer Managers and the
Tender and Tabulation Agent to inform themselves about and to
observe any such restrictions.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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