Placing of New Shares
WPP Group PLC
19 June 2003
Embargo: Not for release before 0700 hours UK time on Thursday 19 June 2003
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, OR INTO, THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN
WPP Group plc
19 June 2003
WPP GROUP PLC ("WPP")
Placing of new ordinary shares in WPP to raise approximately
£100 million
Following WPP's announcement regarding the proposed acquisition of Cordiant
Communications Group plc ("Cordiant") by means of a recommended scheme of
arrangement under section 425 of the Companies Act 1985 (the "Proposal"), WPP
announces a placing by way of an accelerated global tender of new ordinary
shares in WPP ("New WPP Shares") which is expected to raise proceeds (before
deduction of commissions and expenses) of approximately £100 million (the
"Placing"). WPP has appointed Merrill Lynch International ("Merrill Lynch") as
sole manager and bookrunner of the Placing.
WPP intends to use the proceeds from the Placing to satisfy part of the
consideration payable in connection with the Proposal or, in the event that the
Proposal does not proceed, for general corporate purposes.
The Placing is conditional on the matters described in Part 1 of the Appendix
hereto (but is not conditional on the completion of the Proposal) and will be
conducted in accordance with the terms set out in Part 2 of the Appendix hereto.
Representations and warranties to be given by placees in the Placing are set out
in Part 3 of the Appendix hereto.
The number of New WPP Shares to be placed pursuant to the Placing and the
placing price thereof will be decided at the close of the bookbuilding period,
which is expected to be later today.
By way of example, a placing price of 491.0 pence per New WPP Share (being the
closing price on 18 June 2003, the last business day prior to this announcement)
would result in the issue of approximately 20.4 million New WPP Shares,
representing 1.7 per cent. of WPP's enlarged issued share capital.
The bookbuilding period will open with immediate effect. The bookbuilding period
is expected to close later today and pricing of the Placing and allocations
thereunder are expected to be announced by WPP as soon as practicable
thereafter. The timing of the closing of the bookbuilding, pricing and
allocation will be determined by Merrill Lynch and WPP.
Placement will be made exclusively to institutional investors outside of the
United States in reliance on Regulation S and to certain other institutional
investors.
Application will be made for the New WPP Shares to be admitted to the Official
List of the UK Listing Authority and for admission to trading on the London
Stock Exchange on its market for listed securities. It is expected that such
admission will become effective and dealings in the New WPP Shares will commence
on 24 June 2003.
The Appendix to this announcement sets out further important information in
relation to the Placing.
Enquiries:
WPP 020 7408 2204
Sir Martin Sorrell
Paul Richardson
Chris Sweetland
Merrill Lynch International 020 7996 1000
Richard Taylor
Tim Pratelli
Rupert Hume-Kendall
This announcement has been issued by, and is the sole responsibility of, WPP.
Merrill Lynch, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for WPP and no-one else in relation to
the Placing and will not be responsible for providing to any other person the
protections afforded to customers of Merrill Lynch or for providing advice in
relation to the proposed Placing or in relation to the contents of this
announcement or any other transaction, arrangement or matter referred to
therein.
This announcement is for information purposes only and does not form part of any
offer of securities, or constitute a solicitation of any offer to purchase or
subscribe for securities.
Members of the public are not eligible to take part in the Placing. This
announcement, in so far as it constitutes an invitation or inducement to
participate in the Placing, is directed only at persons who have professional
experience in matters relating to investments who fall within article 19(1) of
The Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as
amended) (the "Order") or are persons falling within article 49(2) (a) to (d) of
the Order (all such persons together being referred to as "Relevant Persons").
This announcement, in so far as it constitutes an invitation or inducement to
participate in the Placing, must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or inducement activity in so far as
relating to participation in the Placing is available only to Relevant Persons
and will be engaged in only with Relevant Persons.
The making of an offer in certain jurisdictions, or to residents who are
citizens of certain jurisdictions ("Foreign Shareholders"), may be restricted by
laws of the relevant jurisdictions. Foreign Shareholders should inform
themselves about and observe any such applicable legal requirements in their
respective jurisdiction.
This announcement is not for distribution, directly or indirectly, in or into
the United States. This document is not an offer of securities for sale into the
United States. The securities described herein may not be offered or sold in the
United States (as such term is defined in Regulation S under the Securities Act)
unless they are registered or exempt from registration. There will be no public
offer of securities in the United States.
This announcement and the information contained herein are not for publication
or distribution to persons in Canada, Australia or Japan or in any jurisdiction
in which such publication or distribution is unlawful.
Stabilisation/FSA
Appendix
Further Information on the Placing
Members of the public are not eligible to take part in the Placing. This
announcement, in so far as it constitutes an invitation or inducement to
participate in the Placing, is directed only at persons who have professional
experience in matters relating to investments who fall within article 19(1)
("INVESTMENT PROFESSIONALS") of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2001 (as amended) (the "Order") or are persons
falling within article 49(2) (a) to (d) ("hIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.") of the Order (all such persons together
being referred to as "Relevant Persons"). This announcement, in so far as it
constitutes an invitation or inducement to participate in the Placing, must not
be acted on or relied on by persons who are not Relevant Persons. Any investment
or inducement activity in so far as relating to participation in the Placing is
available only to Relevant Persons and will be engaged in only with Relevant
Persons.
Part 1 - Conditions of the Placing
The Placing is conditional upon the agreement between WPP and Merrill Lynch
relating to the Placing dated 19 June 2003 (the "Placing Agreement") becoming
unconditional and not having been terminated in accordance with its terms.
Merrill Lynch's obligations to WPP in respect of the Placing are conditional on,
inter alia:
1. the representations and warranties given by WPP in the Placing Agreement
being true, accurate and correct as at the admission of the New WPP Shares
to the Official List of the United Kingdom Listing Authority and to trading
by the London Stock Exchange on its market for listed securities
("Admission");
2. there having been delivered certain legal opinions to Merrill Lynch by
Admission;
3. by 9.00 a.m. on the date of Admission, Merrill Lynch having received a
certificate executed on behalf of WPP by a duly authorised officer
confirming, inter alia, that none of the representations, warranties or
undertakings given by WPP to Merrill Lynch in the Placing Agreement has been
breached;
4. the execution of the Terms of Sale by Merrill Lynch and WPP; and
5. Admission occurring on or before 24 June 2003 (or such later date as Merrill
Lynch and WPP may agree).
Merrill Lynch may, at its discretion and upon such terms as it thinks fit,
waive compliance with all or any of the above conditions.
Part 2 - Terms of the Placing
Merrill Lynch, acting as agent for WPP, has agreed, subject to the
conditions to the Placing, to use reasonable endeavours to procure placees
for New WPP Shares.
The New WPP Shares will be allotted subject to the memorandum and articles
of association of WPP and will rank pari passu with existing ordinary shares
of 10 pence each in WPP ("Existing WPP Shares"), including the right to
participate in all dividends and other distributions declared, paid or made
after the date of this announcement on or in respect of such shares, save
for the final dividend in respect of the year ended 31 December 2002 of
3.67p per Existing WPP Shares payable on 7 July 2003 to holders of Existing
WPP Shares ("WPP Shareholders") appearing on the register of WPP
Shareholders as at 6 June 2003.
Placees' commitments to acquire New WPP Shares will be subject to (i)
Admission occurring on or before 24 June 2003 (or such later date as Merrill
Lynch and WPP may agree) and (ii) the Placing Agreement not being
terminated.
Merrill Lynch may, by notice to WPP, terminate the Placing Agreement at any
time before Admission becoming effective in certain circumstances more fully
described in the Placing Agreement. These include:
1. if there comes to the notice of Merrill Lynch any material breach of, or any
event rendering untrue or incorrect in any material respect, any of the
representations or warranties given by WPP in the Placing Agreement or any
material failure by WPP to perform any of its undertakings or agreements in
the Placing Agreement;
2. if the conditions in the Placing Agreement are not satisfied or waived by
Merrill Lynch as provided in them; and
3. if certain "force majeure" events specified in the Placing Agreement occur.
Commitments to acquire New WPP Shares made in the bookbuilding process are
not capable of termination or rescission by placees in any circumstances.
Confirmation of an allocation of New WPP Shares to a placee will constitute
the agreement of such placee (subject to the conditions referred to in Part
1 above):
1. to subscribe at the placing price for the number of New WPP Shares allocated
to such placee;
2. that such placee is not a person in Australia, Canada or Japan and is outside
the United States (as defined in Regulation S under the Securities Act) or
is a "Qualified Institutional Buyer" (within the meaning of Rule 144A of the
Securities Act); and
3. that such placee is a person whose ordinary activities involve it in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of its business and who have professional experience
in matters relating to investments falling within Article 19(5)(a) to (e)
("Investment Professionals") of The Financial Services and Markets Act 2000
(Financial Promotion) Order 2001 (as amended) (the "Order") or are persons
falling within Article 49(2)(a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc.") of the Order.
Settlement for the New WPP Shares is expected to occur within three London
business days of confirmation of the price and allocation is sent to placees
but not later than 24 June 2003. Admission is expected to take place on the
same day.
No prospectus or listing particulars has been, or will be, submitted to be
approved by the UK Listing Authority or filed with the Registrar of
Companies in England and Wales in relation to the New WPP Shares.
Subscriptions for New WPP Shares will be made on the basis that the relevant
placee has not relied (i) on any information, representation and/or
warranties from Merrill Lynch nor (ii) on any information, representation
and/or warranties from WPP, save for the information contained in this
announcement. Each placee acknowledges and agrees that it has relied on its
own investigation of the business, financial or other position of WPP in
participating in the Placing. Nothing in this paragraph shall however
exclude the liability of any person for fraudulent misrepresentation.
Settlement of subscriptions for New WPP Shares will only be free of United
Kingdom stamp duty and stamp duty reserve tax ("SDRT") if the New WPP Shares
are not acquired in connection with arrangements to issue depositary
receipts or to transfer New WPP Shares into a clearance service and on the
basis that subscribers of New WPP Shares are not, and are not acting as
nominee or agent for, a person (or its nominee) who is or may be liable for
United Kingdom stamp duty or SDRT under Section 67, 70, 93 or 96 of the
Finance Act 1986. If all such requirements are not satisfied, or the
settlement relates to other dealings in New WPP Shares, United Kingdom stamp
duty or SDRT may be payable for which neither WPP nor Merrill Lynch will be
responsible.
Part 3 - Representations and warranties to be given by placees
By submitting a bid as a placee in the Placing, each placee:
1. represents and warrants that such placee has read this announcement in its
entirety and understands and acknowledges that no disclosure or offering
document has been prepared in connection with the New WPP Shares;
2. represents and warrants that the issue to such placee, or any person
specified by it for registration as holder, of the New WPP Shares will not
give rise to a liability to stamp duty or stamp duty reserve tax payable
under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary
receipts and clearance services);
3. undertakes that such placee and any person acting on such placee's behalf
will pay for the New WPP Shares acquired by such placee in accordance with
this announcement on the due times and dates set out in this announcement,
failing which the relevant New WPP Shares may be placed with other persons
at such price as Merrill Lynch may determine and without liability to such
placee;
4. undertakes that the person who such placee or any person acting on such
placee's behalf specifies for registration as holder of the New WPP Shares
will be such placee or a nominee of such placee, as the case may be. Neither
WPP nor Merrill Lynch will be responsible for any liability to stamp duty or
stamp duty reserve tax resulting from a failure to observe this requirement
and such placee agrees to indemnify each of WPP and Merrill Lynch in respect
of the same. Such placee and any person acting on its behalf shall be deemed
to agree to acquire the New WPP Shares on the basis that they will be
allotted to a CREST stock account of Merrill Lynch who will hold them as
nominee on behalf of such placee until settlement in accordance with its
standing settlement instructions;
5. represents and warrants that such placee and any person acting on such
placee's behalf falls within paragraph 3(a) of Schedule 11 to The Financial
Services and Markets Act 2000 (as amended, the "FSMA") (being a person whose
ordinary activities involve it in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purpose of its business), and
within Article 19 and/or Article 49 of The Financial Services and Markets
Act 2000 (Financial Promotion) Order 2001, as amended (which exempt certain
communications to investment professionals and to high net worth companies
and unincorporated associations);
6. undertakes that such placee will acquire, hold, manage and (if applicable)
dispose of any New WPP Shares that are allocated to such placee for the
purposes of its business;
7. represents and warrants that such placee has not offered or sold and will not
offer or sell any New WPP Shares to persons in the United Kingdom prior to
admission of the New WPP Shares to listing in accordance with Part VI of the
FSMA, except to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in the
United Kingdom within the meaning of The Public Offer of Securities
Regulations 1995, as amended, or the FSMA;
8. represents and warrants that such placee has only communicated or caused to
be communicated and undertakes that such placee will only communicate or
cause to be communicated any invitation or inducement to engage in
investment activity (within the meaning of section 21 of the FSMA) relating
to New WPP Shares in circumstances in which section 21(1) of the FSMA does
not require approval of the communication by an authorised person;
9. represents and warrants that such placee has complied, and undertakes that
such placee will comply, with all applicable provisions of the FSMA with
respect to anything done by such placee in relation to the New WPP Shares
in, from or otherwise involving the United Kingdom;
10. confirms that such placee is an institution which (i) has such knowledge and
experience in financial and business matters that it is capable of
evaluating the merits and risks of an investment in the New WPP Shares and
(ii) it and any accounts for which it is acting (and for whom it is deemed
to have given the representations warranties and undertakings in this
announcement) are each able to bear the economic risk of such investment,
and are able to sustain a complete loss of its investment in the New WPP
Shares;
11. represents and warrants that such placee has all necessary capacity and has
obtained all necessary consents and authorities to enable such placee to
commit to this participation and to perform its obligations in relation
thereto (including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to agree to the
terms set out or referred to in this announcement);
12. acknowledges (and any person acting on such placee's behalf shall be deemed
to acknowledge) that participation in the Placing is on the basis that such
placee is not and will not be customers of Merrill Lynch and that Merrill
Lynch has no duties (whether fiduciary or otherwise) or responsibilities to
you for providing the protections afforded to its customers nor for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities in the Placing
Agreement nor for the exercise or performance of any of its rights and
obligations thereunder, including any right to waive or vary conditions or
exercise any termination right;
13. acknowledges (and any person acting on such placee's behalf shall be deemed
to acknowledge) that Merrill Lynch may (at its absolute discretion) satisfy
its obligations to procure placees by itself agreeing to become the placee
in respect of some or all of the New WPP Shares or by nominating any
connected or associated person to do so;
14. acknowledges that the New WPP Shares are being offered and sold to such
placee in a transaction not involving any public offering in the United
States within the meaning of the Securities Act and the offer and sale to
such placee of the New WPP Shares has not been and will not be registered
under the Securities Act;
15. acknowledges that the New WPP Shares have not been approved or disapproved
by the U.S. Securities and Exchange Commission, any state securities
commission in the U.S. or any other U.S. regulatory authority;
16. represents and warrants that, at the time the New WPP Shares are acquired,
such placee will be the beneficial owner of such New WPP Shares and such
placee is not a resident of Canada, Australia or Japan and, unless such
placee is a "qualified institutional buyer" (as defined in Rule 144A under
the Securities Act) who has made the representations, warranties,
acknowledgements and agreements contained in an investment letter in the
form provided to it, such placee is located outside the United States;
17. acknowledges (and any person acting on such placee's behalf shall be deemed
to acknowledge) that the New WPP Shares have not been and will not be
registered under the securities legislation of Canada, Australia or Japan
and, subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly, within
Canada, Australia or Japan;
18. represents and warrants that such placee and any person acting on its behalf
is entitled to acquire New WPP Shares under the laws of all relevant
jurisdictions and it and any person acting on its behalf shall be deemed to
have fully observed such laws and have all necessary capacity and have
obtained all necessary consents and authorities to enable it to commit to
this participation and to perform its obligations in relation thereto
(including, without limitation, in the case of a person acting on its
behalf, all necessary consents and authorities to agree to the terms set out
or referred to in this announcement), under those laws or otherwise;
19. represents and warrants that such placee and any person acting on its behalf
(i) is aware of its obligations in connection with money laundering under
the Criminal Justice Act 1993, (ii) has verified the identity of its clients
in accordance with the Money Laundering Regulations (1993) (the
"Regulations") and (iii) has complied fully with its obligations under the
Regulations;
20. acknowledges that the contents of this announcement (which includes this
Appendix) are exclusively the responsibility of WPP and represents, warrants
and agrees that the only information upon which such placee is entitled to
rely and on which such placee has relied in committing itself to acquire New
WPP Shares is that contained in this announcement (which includes this
Appendix), such information being all that such placee deems necessary to
make an investment decision in respect of the New WPP Shares;
21. agrees and acknowledges that neither Merrill Lynch nor any person acting on
its behalf has or shall have any liability for any information or
representation relating to WPP;
22. agrees that WPP, Merrill Lynch and others will rely upon the truth and
accuracy of the foregoing representations, warranties, acknowledgements and
undertakings which are given to Merrill Lynch for itself and on behalf of
WPP and are irrevocable; and
23. agrees that this Part 3 and all documents into which this Part 3 is
incorporated by reference or otherwise validly forms a part will be governed
by, and construed in accordance with, English law. All agreements to acquire
New WPP Shares pursuant to the Placing will be governed by English law and
the English courts shall have "non-exclusive" jurisdiction in relation
thereto, except that enforcement proceedings in respect of the obligation to
pay any sums due in connection with the Placing (together with any interest
chargeable thereon) may be taken by WPP in any jurisdiction in which the
relevant placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange.
Ends
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