Financial Express (Holdings) Limited (“we”, “our”, “us” and derivatives) are committed to protecting and respecting your privacy. This Privacy Policy, together with our Terms of Use, sets out the basis on which any personal data that we collect from you, or that you provide to us, will be processed by us relating to your use of any of the below websites (“sites”).


For the purposes of the Data Protection Act 1998, the data controller is Trustnet Limited of 2nd Floor, Golden House, 30 Great Pulteney Street, London, W1F 9NN. Our nominated representative for the purpose of this Act is Kirsty Witter.


We collect information about you when you register with us or use any of our websites / services. Part of the registration process may include entering personal details & details of your investments.

We may collect information about your computer, including where available your operating system, browser version, domain name and IP address and details of the website that you came from, in order to improve this site.

You confirm that all information you supply is accurate.


In order to provide personalised services to and analyse site traffic, we may use a cookie file which is stored on your browser or the hard drive of your computer. Some of the cookies we use are essential for the sites to operate and may be used to deliver you different content, depending on the type of investor you are.

You can block cookies by activating the setting on your browser which allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or part of our sites. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies as soon as you visit our sites.


We store and use information you provide as follows:

  • to present content effectively;
  • to provide you with information, products or services that you request from us or which may interest you, tailored to your specific interests, where you have consented to be contacted for such purposes;
  • to carry out our obligations arising from any contracts between you and us;
  • to enable you to participate in interactive features of our service, when you choose to do so;
  • to notify you about changes to our service;
  • to improve our content by tracking group information that describes the habits, usage, patterns and demographics of our customers.

We may also send you emails to provide information and keep you up to date with developments on our sites. It is our policy to have instructions on how to unsubscribe so that you will not receive any future e-mails. You can change your e-mail address at any time.

In order to provide support on the usage of our tools, our support team need access to all information provided in relation to the tool.

We will not disclose your name, email address or postal address or any data that could identify you to any third party without first receiving your permission.

However, you agree that we may disclose to any regulatory authority to which we are subject and to any investment exchange on which we may deal or to its related clearing house (or to investigators, inspectors or agents appointed by them), or to any person empowered to require such information by or under any legal enactment, any information they may request or require relating to you, or if relevant, any of your clients.

You agree that we may pass on information obtained under Money Laundering legislation as we consider necessary to comply with reporting requirements under such legislation.


We want to ensure that the personal information we hold about you is accurate and up to date. You may ask us to correct or remove information that is inaccurate.

You have the right under data protection legislation to access information held about you. If you wish to receive a copy of any personal information we hold, please write to us at 3rd Floor, Hollywood House, Church Street East, Woking, GU21 6HJ. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.


The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area (“EEA”). It may be processed by staff operating outside the EEA who work for us or for one of our suppliers. Such staff may be engaged in, amongst other things, the provision of support services. By submitting your personal data, you agree to this transfer, storing and processing. We will take all steps reasonably necessary, including the use of encryption, to ensure that your data is treated securely and in accordance with this privacy policy.

Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our sites; any transmission is at your own risk. You will not hold us responsible for any breach of security unless we have been negligent or in wilful default.


Any changes we make to our privacy policy in the future will be posted on this page and, where appropriate, notified to you by e-mail.


Our sites contain links to other websites. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.


If you want more information or have any questions or comments relating to our privacy policy please email [email protected] in the first instance.

 Information  X 
Enter a valid email address


  Print      Mail a friend       Annual reports

Wednesday 08 October, 2008



RNS Number : 4397F
08 October 2008


8 October 2008



Offer unconditional as to acceptances

WPP announces that as at 3.00 p.m. (London time) on 8 October 2008, valid acceptances of the Offer had been received in respect of a total of 341,365,081 TNS Shares, representing approximately 81.78 per cent. of the existing issued share capital of TNS.

Accordingly, following the announcement by WPP on 3 October 2008 that it was waiving down the acceptance condition of the Offer from 90 per cent. to 75 per cent.the condition in paragraph (a) of Part A of the Appendix in Part 1 of the Offer Document (as amended) is now satisfied and the Offer  has become unconditional as to acceptances.

As disclosed in paragraph 4.4 of Part 7 of the Offer Document and the announcement by WPP on 29 August 2008, persons presumed to be acting in concert with WPP in respect of the Offer have an interest in an aggregate amount of 64,798 TNS Shares (representing approximately 0.02 per cent. of the existing issued share capital of TNS). Save as disclosed, as at 3.00 p.m. (London time) on 8 October 2008, neither WPP nor any person acting in concert with WPP had any interest in any relevant securities of TNS.

Extension of the Offer

The Offer (but not the Mix and Match Facility) will remain open for acceptance until 3.00 p.m. on 22 October 2008. The Mix and Match Facility is not being extended and is declared closed as at 3.00 p.m. on 8 October 2008.

The Offer (including the Mix and Match Facility) remains subject to the terms and conditions set out in the Offer Document not already declared satisfied, save to the extent varied as a consequence of WPP's proposal to introduce a new parent company as previously announced. A further announcement relating to the fulfillment (or, if capable of waiver, waiver) of the remaining conditions of the Offer will be made in due course and, in any event, by no later than 29 October 2008.


Result of mix and match elections

As at 3.00 p.m. on 8 October 2008, valid elections for additional WPP Shares under the Mix and Match Facility had been received in respect of 6,153,977 TNS Shares (representing approximately 1.47 per cent. of the existing issued share capital of TNS) and valid elections for additional cash had been received in respect of 165,837,877 TNS Shares (representing approximately 39.73 per cent. of the existing issued share capital of TNS). Accordingly, subject to the Offer being declared unconditional in all respects, valid elections for additional cash will be scaled down pro rata and valid elections for additional WPP Shares will be satisfied in full with the result that: 

  • TNS Share Owners who have made an election to receive additional WPP Shares under the Mix and Match Facility will receive 0.5471 of a WPP Shareand

  • TNS Share Owners who have made an election to receive additional cash under the Mix and Match Facility will receive 179 pence in cash and 0.1756 of a WPP Share, 

in each case for each TNS Share in respect of which a valid election has been made.

Proposed de-listing of TNS

As previously announced, subject to the Offer being declared unconditional in all respects and to any applicable requirements of the UK Listing Authority, WPP intends to procure that TNS makes an application 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. Not less than 20 Business Days notice of such cancellation will be provided to TNS Share Owners, following the Offer being declared unconditional in all respects. De-listing would significantly reduce the liquidity and marketability of any TNS Shares not assented to the Offer at that time and the value of any such TNS Shares may be affected as a consequence.

TNS recommendation to accept WPP Offer

WPP notes the announcement by the Board of TNS on 6 October 2008 that it now recommends TNS Share Owners to accept the Offer, as the directors of TNS intend to do in respect of their own beneficial holdings.

WPP believes the Offer provides a substantial premium for TNS Share Owners with both cash certainty and potential equity upside.

TNS Share Owners who have not yet accepted the Offer are therefore urged to do so without delay.

Sir Martin Sorrell, Chief Executive of WPP, said:

"We are delighted to be a step closer to welcoming such a fine company with strong people, clients and brands that will enhance our client offering."

Action to be taken to accept the WPP Offer

TNS Share Owners who hold TNS Shares in certificated form (that is, not in CREST), should complete the Form of Acceptance and Election in accordance with paragraph 14.1 of Part 1 of the Offer Document. They should return the completed and signed Form of Acceptance and Election (along with any appropriate document(s) of title including their share certificate(s)) using the reply-paid envelope that was enclosed with the Offer Document (if they are posting within the United Kingdom) as soon as possible.

TNS Share Owners who hold TNS Shares in uncertificated form (that is, in CREST), should follow the procedures set out in paragraph 14.2 of Part 1 of the Offer Document, so as to ensure that their TTE instruction(s) settle(s) as soon as possible.

TNS Share Owners who require assistance in accepting the Offer (or who require a replacement Form of Acceptance and Election) 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.


+44 20 7466 5000
Richard Oldworth             
+44 20 7628 1000
Richard Taylor
Mark Astaire (Corporate Broking)
+44 20 7268 2800
Philip Yates
Graham Davidson
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 in WPP's Offer Document dated 1 August 2008.

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.


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 AustraliaCanada 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 AustraliaCanada 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 AustraliaCanada 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 KingdomThe 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 StatesThe 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 StatesThe 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

a d v e r t i s e m e n t