Cash offer for Tempus Gp-Pt2
WPP Group PLC
20 August 2001
PART 2
APPENDIX II
SOURCES AND BASES OF CALCULATION
General
Unless otherwise stated, (i) financial information relating to Tempus
has been extracted from the relevant published audited annual report
and accounts of Tempus and/or the published interim results of Tempus
and/or other public statements made by Tempus; and (ii) financial
information relating to WPP has been extracted from the relevant
published audited annual report and consolidated financial statements
and/or from the quarterly statements of WPP and/or other public
statements made by WPP.
Value of Offer
The level at which the Offer values the issued and to be issued share
capital of Tempus is based upon 75,152,595 Tempus Shares in issue on
18 July 2001 (including 959,000 held in an employee benefit trust) and
a fully diluted number of shares of 85,636,875 after taking into
account the issue of 10,484,280 Tempus Shares upon exercise in full of
options granted under the Tempus share option schemes. These Tempus
share options have an average exercise price of 330.3p per Tempus
Share.
Market value of WPP
The market value of WPP is based on a Closing Price of 663p on 17
August 2001 and 1,139,094,295 million WPP shares in issue, and
excludes all WPP shares which could be issued upon exercise of any
options granted.
APPENDIX III
DEFINITIONS
'Acquisition' The proposed acquisition of Tempus by WPP, as described in this
announcement
'Business a day (excluding Saturday and Sunday or a UK bank holiday),
Day' consisting of the time period from 12.01 a.m. until and including
12.00 midnight (London time)
'Closing The closing middle-market quotation on the London Stock Exchange
Price'
'Code' The City Code on Takeovers and Mergers
'Conditions' The conditions of the Offer set out in Appendix I to this
announcement, and 'Condition' means any one of them
'Form of The form of acceptance and authority and election relating to the
Acceptance' Offer which will accompany the Offer Document
'Goldman Goldman Sachs International, an unlimited company incorporated in
Sachs' England and Wales
'Havas' Havas Advertising
'Havas Offer' The offer made by J.P. Morgan plc on behalf of Havas to acquire
all the Tempus shares not already owned by Havas, as set out in
the offer document from Havas dated 30 July 2001
'LIBOR' The average (rounded down where necessary to the nearest whole
multiple of one sixteenth of one per cent.) of the respective
rates per annum at which any two London clearing banks selected
by WPP are prepared to offer six month sterling deposits of £
1,000,000 to leading banks in the London inter bank market for
sterling at or about 11.00 a.m. (London time) on the first day of
the relevant interest period or, if such a day is not a Business
Day, on the next succeeding Business Day
'Loan Note The alternative under which Tempus Shareholders who validly
Alternative' accept the Offer will be entitled to elect to receive Loan Notes
instead of all or part of the cash consideration to which they
would otherwise be entitled under the Offer
'Loan Notes' The loan notes of WPP to be issued pursuant to the Loan Note
Alternative
'London Stock The London Stock Exchange PLC
Exchange'
'Merrill Merrill Lynch International, an unlimited company incorporated in
Lynch' England and Wales
'Offer' The offer to be made by Merrill Lynch and Goldman Sachs on behalf
of WPP to acquire all the Tempus Shares not already owned by WPP
or any of its subsidiaries and, where the context so requires,
any subsequent revision, variation, extension or renewal thereof
'Offer The document containing the terms and conditions of the Offer,
Document' including the Loan Note Alternative, to be sent to Tempus
Shareholders
'Panel' The Panel on Takeovers and Mergers
'£', 'p', and Denote the lawful currency of the UK
'pence'
'Tempus' Tempus Group PLC
'Tempus Tempus and its subsidiary undertakings
Group'
'Tempus The holders of Tempus Shares
Shareholders'
'Tempus The existing unconditionally allotted or issued and fully paid
Shares' ordinary shares of 5p each in Tempus and any further such shares
which are unconditionally allotted or issued while the Offer
remains open for acceptance (or, subject to the provisions of the
Code, such earlier date as WPP may decide)
'United The United Kingdom of Great Britain and Northern Ireland
Kingdom' or
'UK'
'US' or The United States of America, its territories and possessions,
'United all areas subject to its jurisdiction or any subdivision thereof,
States' any State of the United States and the District of Columbia
'US The US Securities Act of 1933, as amended
Securities
Act'
'WPP' WPP Group plc
'WPP Group' WPP and its subsidiary undertakings
END
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