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 £200,000,000 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.
Barclays Bank PLC
5 The North Colonnade
London E14 4BB
Telephone: +44 (0) 20 3134 8515
Attention: Liability Management Group
NatWest Markets Plc
London EC2M 4AA
Telephone: +44 (0) 20 7678 5222
Attention: Liability Management
TENDER AND TABULATION AGENT
Lucid Issuer Services Limited
12 Argyle Walk
London WC1H 8HA
Telephone: +44 20 7704 0880
Attention: Thomas Choquet
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.
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.
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