REG-WPP Group PLC Offer Update
Released: 12/11/2008
com:20081112:RnsL0395I
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RNS Number : 0395I
WPP Group PLC
12 November 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
12 November 2008
WPP GROUP PLC ("WPP")
TAYLOR NELSON SOFRES PLC ("TNS") OFFER UPDATE
Announcement of acceptance level
As at 3.00 p.m. (London time) on 12 November 2008, valid acceptances of the
Offer had been received in respect of a total of 412,956,003 TNS Shares*,
representing approximately 97.85 per cent. of the existing issued share capital
of TNS.
Compulsory acquisition and de-listing of TNS Shares
WPP is exercising 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 been received. Compulsory acquisition notices
dated 31 October 2008, together with an explanatory letter, have been sent to
those TNS Share Owners who had yet to accept the Offer by such date. Unless such
TNS Share Owners have subsequently accepted the Offer, it is expected that their
holding of TNS Shares will be compulsorily acquired by WPP on and with effect
from 12 December 2008.
As previously announced, an application is also being made 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. It is anticipated that the cancellations will take effect at 8.00
a.m. on 26 November 2008.
Extension of the Offer
In order to allow TNS Share Owners who have yet to accept the Offer an
opportunity to receive their consideration more quickly than would otherwise be
the case under the compulsory acquisition procedure, and to allow acceptance of
the Offer in respect of any TNS Shares which may be issued pursuant to the
exercise of options or awards granted under the TNS Share Schemes, the Offer
will remain open for acceptance until further notice.
TNS Share Owners who require assistance in accepting the Offer (or who require a
replacement Form of Acceptance) 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.
Proposal to introduce a new parent company
At the Court Meeting and General Meeting of WPP held on 30 October 2008, WPP
Share Owners approved the scheme of arrangement (Scheme) and certain related
matters in connection with the proposal to put in place a new UK-listed, Jersey
incorporated parent company for the WPP Group, called WPP plc (New WPP).
Implementation of the Scheme remains conditional on the sanction of the High
Court and to permission having been granted by the UK Listing Authority to admit
the New WPP Shares to the Official List and to trading on the London Stock
Exchange's main market for listed securities.
The Court Hearing to sanction the Scheme is expected to take place on 18
November 2008. If the Scheme is sanctioned at the Court Hearing and the other
conditions to the Scheme have been satisfied, the Scheme is expected to become
effective, and dealings in New WPP Shares are expected to commence, at 8.00 a.m.
on 19 November 2008.
If the Scheme becomes effective, all WPP Shares in issue at the Scheme Record
Time (which is expected to be 6.00 p.m. (London time) on 18 November 2008) will
be cancelled and WPP Share Owners will receive one New WPP Share for each WPP
Share cancelled under the Scheme. This will include all those WPP Shares which
have been or will shortly be issued to those TNS Share Owners who have validly
accepted the Offer by 3.00 p.m. today in respect of their TNS Shares,
representing approximately 97.85 per cent. of the existing issued share capital
of TNS. Any WPP Shares which remain to be issued to TNS Share Owners after the
Scheme Record Time, either as a result of validly accepting the Offer at a later
date or as a result of the compulsory acquisition of their WPP Shares, will be
transferred to New WPP which will issue one New WPP Share for each WPP Share so
transferred to it.
Further announcements in relation to the Scheme and the proposed introduction of
a new UK-listed parent company for the WPP Group will be made as appropriate.
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 or
otherwise referred to in the document sent to TNS Share Owners dated 2 October
2008.
*The number of TNS Shares for which acceptances of the Offer have been received
includes an acceptance in respect of 30,000 TNS Shares held by persons presumed
to be acting in concert with WPP, as previously announced.
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
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